PBF Energy Inc. 2015 Annual Report
The PBF Energy Refining System
Toledo
PADD 4
PADD 5
PADD 2
Paulsboro
Torrance
Torrance
PADD 1
Delaware City
PADD 3
Chalmette
Ch l
tt
PBF owns four oil refineries located in Louisiana, Delaware, New Jersey and Ohio:
In 2015, became fourth largest U.S. independent refiner(1)
•
• Aggregate throughput capacity increased to approximately 900,000(1) barrels per day
• Weighted average Nelson Complexity of 12.2(1)
• PBF’s core strategy is to operate safely and responsibly and grow and diversify through acquisitions
•
PBF owns approximately 54% of PBF Logistics LP, a Partnership focused on the movement, storage and
distribution of crude oil and finished products
(1)
Pro forma for the acquisition of the Torrance refinery which is expected to close in the second quarter of 2016
BOARD OF DIRECTORS
Thomas D. O’Malley
Executive Chairman
Thomas J. Nimbley
Chief Executive Officer and Director
Spencer Abraham
Chairman of Compensation Committee, Member of Nominating and
Corporate Governance Committees
Jefferson F. Allen
Chairman of Audit Committee and Member of Compensation Committee
Wayne A. Budd
Chairman of Nominating and Corporate Governance Committees
Gene Edwards
Member of Nominating and Corporate Governance and
Health, Safety & Environmental Committees
William Hantke
Director
Dennis Houston
Chairman of Health, Safety & Environmental Committee and
Member of Audit Committee
Edward Kosnik
Member of Audit Committee
Robert J. Lavinia
Director
Eija Malmivirta
Member of Compensation and Health,
Safety & Environmental Committees
CORPORATE HEADQUARTERS
1 Sylvan Way, Second Floor
Parsippany, New Jersey, 07054
COMMON STOCK
New York Stock Exchange Symbol: PBF
INVESTOR RELATIONS
Colin Murray
973-455-7578
TRANSFER AGENT AND REGISTRAR
Questions regarding stock holdings, certificate
replacement/transfer, and address changes
should be directed to:
AMERICAN STOCK TRANSFER & TRUST COMPANY
Operations Center
6201 15th Avenue
Brooklyn, NY 11219
(800) 937-5449
www.amstock.com
AUDITORS
Deloitte
CORPORATE OFFICERS
Thomas J. Nimbley
Chief Executive Officer
Matthew C. Lucey
President
Erik Young
Chief Financial Officer
Trecia Canty
General Counsel
Thomas O’Connor
Senior Vice President, Commercial
Herman Seedorf
Senior Vice President of Refining
President, PBF Energy Western Region LLC
Jeffrey Dill
Paul Davis
Senior Vice President, Western Region Commercial Operations
Chalmette Refinery
• 189,000 bpd refinery located on the Mississippi River outside of New Orleans
• 12.7 Nelson Complexity capable of running a wide variety of heavy, medium, light and sour crude oils
• Gulf Coast location provides additional diversification for PBF’s refining system
• Acquisition of Chalmette in 2015 increased PBF’s total refining capacity by 35%
Delaware City Refinery
• 190,000 bpd refinery located on 5,000-acre site on the Delaware River
• 11.3 Nelson Complexity capable of running a wide variety of heavy, medium, light and sour crude oils
• 64% of East Coast coking capacity
• Advantaged coastal location provides opportunities for flexible crude sourcing and product distribution
market
Paulsboro Refinery
• 180,000 bpd refinery located on the Delaware River
• 13.2 Nelson Complexity capable of running a wide variety of heavy, medium, light and sour crude oils
• 36% of East Coast coking capacity
•
Ideally situated in the Philadelphia market, sixth largest metropolitan area in the United States, with
significant local demand for refined products
Toledo Refinery
• 170,000 bpd light, sweet crude refinery
• 9.2 Nelson Complexity
• Truck and rail unloading infrastructure to run local crudes
• High-conversion refinery with distillate and gasoline yield of approximately of 85%
TO OUR SHAREHOLDERS
2015 was a pivotal year for PBF Energy. Since the time of our initial public offering in December of 2012, we
put forth a tremendous amount of effort to build our team and the systems to manage our complex business.
In 2015, we transitioned to the next phase in the life of PBF Energy and turned our attention to growing the
company. We were able to deliver substantial growth as we acquired the Chalmette refinery in November,
thereby increasing our total throughput capacity by 35 percent, and announced the acquisition of the
Torrance refinery, which in combination with Chalmette will increase our total throughput by over 60 percent
versus 2014. We also generated approximately $140 million in proceeds to PBF Energy through the drop-
down sale of the Delaware City Products Pipeline and Truck Rack to PBF Logistics LP. In addition to expanding
our refining base, our existing operations in Delaware, Paulsboro and Toledo combined to deliver another
year of positive results for the company and its shareholders.
Our results for 2015 reflect a solid operational performance during a year where markets continued to adjust
to the new paradigm of lower priced crude oil and product differentials remained volatile. Excluding special
items, EBITDA was approximately $1 billion and operating income was $787 million for the year, and adjusted
fully-converted net income was $4.27 per share, on a fully-exchanged and fully-diluted basis. We reinvested
$247 million in the business through total refining and corporate capital expenditures, net of asset sales. We
finished 2015 with a cash balance of just under $1.2 billion, total liquidity of approximately $1.6 billion and a
net debt to capitalization ratio of 22%, excluding special items.
PBF Energy’s East Coast and Mid-Continent refineries contributed to the strong results for the year, as
did the Chalmette refinery for November and December. PBF Energy’s East Coast refineries continued to
demonstrate the benefits of their high complexity, with 100 percent of the East Coast coking capacity, and
flexible feedstock sourcing by delivering over 50 percent of the total refining EBITDA. The Toledo refinery
delivered strong results and continues to benefit from its locational advantage in the greater Chicago market.
The addition of Chalmette to PBF Energy’s refining base not only added significant capacity but provided the
benefit of increasing PBF Energy’s geographic diversity by establishing a presence in the Gulf Coast market.
We believe that the same crude sourcing flexibility that has increased the earnings potential for our East
Coast system can be applied to Chalmette and, over time, increase the earnings potential of the refinery
beyond its historical levels. Combined with the complexity of our coastal assets, Delaware City, Paulsboro and
Chalmette, and the attendant ability to process any type of crude oil at these refineries, we believe that our
crude sourcing flexibility will continue to be a key driver of our profitability as a company.
In recognition of another year of solid performance, our board and management continue to support a
regular annual dividend, paid quarterly, of $1.20 per share.
While 2015 was a transformational year for PBF Energy in terms of executing our strategy and delivering
growth, it was also a year where we remained focused on the strength of our balance sheet. Through two
capital markets transactions, concluded in the fourth quarter of 2015, PBF Energy raised approximately
$850 million in proceeds to be used, in part, to fund our Chalmette purchase and the pending acquisition of
the Torrance refinery. The strength of our balance sheet has always been of paramount importance to PBF
and in the current market environment having a strong balance sheet ensures that PBF Energy will be well
positioned to execute our strategy. We will continue to be flexible and take advantage of capital markets
opportunities to build liquidity as we believe opportunities will present themselves in the current tumultuous
market.
Following its successful launch in May of 2014, PBF Logistics (or the “Partnership”) has continued to grow its
operations and increase distributions to its unit holders. PBF Logistics has more than doubled its EBITDA since
becoming public and has supported a compound annual distribution growth rate of over 23 percent through
the end of 2015. In May of 2015, PBF Logistics successfully raised approximately $350 million through an
offering of senior notes. With this transaction, PBF Logistics strengthened its balance sheet by putting in
place a long-term capital structure, recapitalized the Partnership and recharged its ability to fund further
growth. In February of 2016, PBF Logistics announced its acquisition of four East Coast Terminals from Plains
All American. This represents a seminal transaction for PBF Logistics as it demonstrates the Partnership’s
ability to grow through unaffiliated acquisitions and will diversify the Partnership’s customer base and sources
of revenue. The transaction is expected to close in the second quarter of 2016. PBF Energy continues to
be a strong sponsor for the Partnership and currently owns approximately 54 percent of PBF Logistics and
100 percent of the incentive distribution rights and the General Partner interests. PBF Logistics continues to
provide PBF Energy with a valuable partner for growth and makes us more competitive on a cost of capital
basis as we look to grow.
Looking forward to 2016, our top priority remains the safe, reliable and environmentally responsible
operations of all our assets. We are implementing new programs that will increase knowledge transfer and
the sharing of expertise across our operations with the goal of surpassing the standards that are set for our
industry in both safety and environmental performance. PBF Energy is excited about the pending close of
the Torrance refinery acquisition which is expected to occur in the second quarter following a successful
restart by the current owner. We will continue work on the seamless integration of our new assets, including
Torrance upon closing. We remain focused on the health of our balance sheet and positioning the company
for further accretive growth.
Lastly, we would like to thank all of PBF’s employees for their dedication and commitment; they are the
foundation of our company and the source of any successes we may enjoy. We also welcome our new
employees at Chalmette to the PBF family. Additionally, we thank our Board of Directors for their stewardship
and guidance.
Finally, we thank our shareholders for your continued support. We will continue to work diligently to reward
the trust and investments that you have placed with us.
Sincerely,
Tom O’Malley
Executive Chairman
Tom Nimbley
Chief Executive Officer
Chalmette Refinery
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark one)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2015
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from to
Commission File Number: 001-35764
PBF ENERGY INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
One Sylvan Way, Second Floor
Parsippany, New Jersey
(Address of principal executive offices)
45-3763855
(I.R.S. Employer
Identification No.)
07054
(Zip Code)
Registrants’ telephone number, including area code: (973) 455-7500
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Class A Common Stock, $0.001 par value
Name of Each Exchange on Which Registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for
the past 90 days.
Yes
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated
filer
Accelerated filer
Non-accelerated filer
(Do not check if a
smaller reporting
company)
Smaller reporting
company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
No
The aggregate market value of the Common Stock of PBF Energy Inc. held by non-affiliates as of June 30, 2015 was $2,441,905,855 based upon the New York
Stock Exchange Composite Transaction closing price.
As of February 25, 2016, PBF Energy Inc. had outstanding 97,808,149 shares of Class A common stock and 28 shares of Class B common stock.
DOCUMENTS INCORPORATED BY REFERENCE
PBF Energy Inc. intends to file with the Securities and Exchange Commission a definitive Proxy Statement for its Annual Meeting of Stockholders within 120
days after December 31, 2015. Portions of the Proxy Statement are incorporated by reference in Part III of this Form 10-K to the extent stated herein.
PBF ENERGY INC.
TABLE OF CONTENTS
PART I
Item 1.
Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4.
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer
Purchases of Equity Securities
Item 6.
Item 7.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 8.
Item 9.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Item 13.
Item 14.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Item 15.
Exhibits and Financial Statement Schedules
PART IV
SIGNATURES
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50
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57
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102
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103
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103
103
103
104
105
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Explanatory Note
This Annual Report on Form 10-K is filed by PBF Energy Inc. (“PBF Energy”) which is a holding company
whose primary asset is an equity interest in PBF Energy Company LLC ("PBF LLC"). PBF Energy is the sole
managing member of, and owner of an equity interest representing approximately 95.1% of the outstanding
economic interests in, PBF LLC as of December 31, 2015. PBF Energy operates and controls all of the business
and affairs and consolidates the financial results of PBF LLC and its subsidiaries. PBF LLC is a holding company
for the companies that directly and indirectly own and operate the business.
PART I
This Annual Report on Form 10-K is filed by PBF Energy. Unless the context indicates otherwise, the
terms “we,” “us,” and “our” refer to both PBF Energy and its consolidated subsidiaries, including PBF LLC, PBF
Holding Company LLC ("PBF Holding"), PBF Investments LLC (“PBF Investments”), PBF Services Company
LLC, PBF Power Marketing LLC, PBF Energy Limited, Toledo Refining Company LLC (“Toledo Refining” or
"TRC"), Paulsboro Natural Gas Pipeline Company LLC, Paulsboro Refining Company LLC (“Paulsboro Refining”
or "PRC"), Delaware Pipeline Company LLC, Delaware City Refining Company, LLC (“Delaware City Refining”
or "DCR"), Delaware City Terminaling Company LLC, Toledo Terminaling Company LLC, Chalmette Refining,
L.L.C. ("Chalmette Refining"), MOEM Pipeline LLC, Collins Pipeline Company, T&M Terminal Company, PBF
Logistics GP LLC ("PBF GP"), PBF Logistics LP ("PBFX") and PBF Rail Logistics Company LLC.
In this Annual Report on Form 10-K, we make certain forward-looking statements, including statements
regarding our plans, strategies, objectives, expectations, intentions, and resources, under the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. You should read our forward-looking statements together
with our disclosures under the heading: “Cautionary Statement for the Purpose of Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995.” When considering forward-looking statements, you should keep
in mind the risk factors and other cautionary statements set forth in this Annual Report on Form 10-K under “Risk
Factors” in Item 1A.
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ITEM. 1 BUSINESS
Overview
We are one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels,
heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. We sell our
products throughout the Northeast, Midwest and Gulf Coast of the United States, as well as in other regions of the
United States and Canada, and are able to ship products to other international destinations. We were formed in
2008 to pursue acquisitions of crude oil refineries and downstream assets in North America. We currently own and
operate four domestic oil refineries and related assets, which we acquired in 2010, 2011 and November 2015. Our
refineries have a combined processing capacity, known as throughput, of approximately 730,000 bpd, and a
weighted-average Nelson Complexity Index of 11.7. We operate in two reportable business segments: Refining
and Logistics.
PBF Energy was formed on November 7, 2011 and is a holding company whose primary asset is a controlling
equity interest in PBF LLC. We are the sole managing member of PBF LLC and operate and control all of the
business and affairs of PBF LLC. We consolidate the financial results of PBF LLC and its subsidiaries and record
a noncontrolling interest in our consolidated financial statements representing the economic interests of the
members of PBF LLC other than PBF Energy. PBF LLC is a holding company for the companies that directly or
indirectly own and operate our business. PBF LLC is PBF Energy’s predecessor for accounting purposes. Our
financial statements and results of operations for periods prior to the completion of our initial public offering are
those of PBF LLC. PBF Holding is a wholly-owned subsidiary of PBF LLC and is the parent company for our
refining operations. PBF Energy, through its ownership of PBF LLC, also consolidates the financial results of
PBFX and records a noncontrolling interest for the economic interests in PBFX held by the public common unit
holders of PBFX.
On February 6, 2015, we completed a public offering of 3,804,653 shares of Class A common stock in a
secondary offering (the "February 2015 secondary offering"). All of the shares in the February 2015 secondary
offering were sold by funds affiliated with The Blackstone Group L.P. ("Blackstone") and First Reserve
Management L.P. ("First Reserve"). In connection with the February 2015 secondary offering, Blackstone and
First Reserve exchanged all of their remaining PBF LLC Series A Units for an equivalent number of shares of
Class A common stock of PBF Energy, and as a result, Blackstone and First Reserve no longer hold any PBF LLC
Series A Units or shares of our Class A Common stock. The holders of PBF LLC Series B Units, which include
certain executive officers of PBF Energy, received a portion of the proceeds of the sale of the PBF Energy Class
A common stock by Blackstone and First Reserve in accordance with the amended and restated limited liability
company agreement of PBF LLC. PBF Energy did not receive any proceeds from the February 2015 secondary
offering.
On October 13, 2015, we completed a public offering of an aggregate of 11,500,000 shares of Class A common
stock, including 1,500,000 shares of Class A common stock that were sold pursuant to the exercise of an over-
allotment option, for net proceeds of $344.0 million, after deducting underwriting discounts and commissions and
other offering expenses (the "October 2015 Equity Offering"). On November 24, 2015, our subsidiary, PBF Holding,
issued $500.0 million aggregate principal amount of 7.00% Senior Secured Notes due 2023 (the "2023 Senior
Secured Notes").
As of December 31, 2015, we held 97,781,933 PBF LLC Series C Units and our current and former executive
officers and directors and certain employees held 4,985,358 PBF LLC Series A Units (we refer to all of the holders
of the PBF LLC Series A Units as “the members of PBF LLC other than PBF Energy”). As a result, the holders of
our issued and outstanding shares of our Class A common stock have approximately 95.1% of the voting power
in us, and the members of PBF LLC other than PBF Energy through their holdings of Class B common stock have
approximately 4.9% of the voting power in us.
4
Refining
Our four refineries are located in Toledo, Ohio, Delaware City, Delaware, Paulsboro, New Jersey and New
Orleans, Louisiana. Our Mid-Continent refinery at Toledo processes light, sweet crude and has a throughput capacity
of 170,000 bpd and a Nelson Complexity Index of 9.2. The majority of Toledo’s WTI-based crude is delivered via
pipelines that originate in both Canada and the United States. Since our acquisition of Toledo in 2011, we have
added additional truck and rail crude unloading capabilities that provide feedstock sourcing flexibility for the
refinery and enables Toledo to run a more cost-advantaged crude slate. Our East Coast refineries at Delaware City
and Paulsboro have a combined refining capacity of 370,000 bpd and Nelson Complexity Indices of 11.3 and 13.2,
respectively. These high-conversion refineries process primarily medium and heavy, sour crudes and have the
flexibility to receive crude and feedstock via both water and rail. We have expanded and upgraded existing on-site
railroad infrastructure at our Delaware City refinery, including the expansion of the crude rail unloading facilities
that was completed in February 2013. The Delaware City rail unloading facility, which was transferred to PBFX
in 2014, allows our East Coast refineries the flexibility to source WTI-based crudes from Western Canada and the
Mid-Continent, when doing so provides cost advantages versus traditional Brent-based international crudes. We
believe this sourcing optionality is critical to the profitability of our East Coast refining system. The Chalmette
Refinery, located outside of New Orleans, Louisiana, is a 189,000 bpd, dual-train coking refinery with a Nelson
Complexity of 12.7 and is capable of processing both light and heavy crude oil. The facility is strategically positioned
on the Gulf Coast with strong logistics connectivity that offers flexible raw material sourcing and product
distribution opportunities, including the potential to export products.
On November 1, 2015, we closed our acquisition of the Chalmette refinery and related logistics assets (the
“Chalmette Acquisition”). The Chalmette Acquisition included acquisition of 100% ownership of the MOEM
Pipeline, providing access to the Empire Terminal, as well as the CAM Connection Pipeline, providing access to
the Louisiana Offshore oil Port (“LOOP”) facility through a third party pipeline. We also acquired an 80% ownership
in each of the Collins Pipeline Company and T&M Terminal Company, both located in Collins, Mississippi, which
provide a clean products outlet for the refinery via the Plantation and Colonial Pipelines. The purchase price was
$322.0 million, plus estimated inventory and working capital of $243.3 million, which is subject to final valuation
upon agreement of both parties. The transaction was financed through a combination of cash on hand and borrowings
under our Revolving Loan (as defined below).
The Chalmette Acquisition represents our entry into the Gulf Coast market and we believe the acquisition
offers numerous opportunities for us to potentially enhance earnings through exercising our commercial flexibility.
The Gulf Coast is a product exporting region and this should be an opportunity for us to participate in the international
as well as domestic market. Additionally, the Chalmette refinery currently distributes products to the product-short
Northeastern United States through access to the Colonial pipeline and we believe there is an opportunity for the
Chalmette refinery to increase its profitability by penetrating further into the local products market. We also entered
into a market-based crude supply agreement with Petróleos de Venezuela S.A. (“PDVSA”) in connection with the
acquisition. By being flexible in supplying products to the international market, exporting to Petroleum
Administration for Defense District 3 ("PADD 3") and increasing local sales, we believe the overall profitability
of the refinery can be enhanced.
The acquisition of the Chalmette refinery gives us a broader more diversified asset base and increases the
number of operating refineries from three to four, and our combined crude oil throughput capacity from 540,000
bpd to approximately 730,000 bpd. The acquisition provides us with a presence in the attractive PADD 3 market.
The Chalmette refinery has excellent conversion capabilities and increases our ability to process low cost heavy
sour and high acid crude oils.
Logistics
PBFX is a fee-based, growth-oriented, publicly traded Delaware master limited partnership formed by PBF
Energy to own or lease, operate, develop and acquire crude oil and refined petroleum products terminals, pipelines,
5
storage facilities and similar logistics assets. PBFX engages in the receiving, handling and transferring of crude
oil and the receipt, storage and delivery of crude oil, refined products and intermediates from sources located
throughout the United States and Canada for PBF Energy in support of its refineries. All of PBFX’s revenue is
derived from long-term, fee-based commercial agreements with PBF Holding, which include minimum volume
commitments, for receiving, handling, storing and transferring crude oil and refined products. PBF Energy also
has agreements with PBFX that establish fees for certain general and administrative services and operational and
maintenance services provided by PBF Holding to PBFX. These transactions are eliminated by PBF Energy in
consolidation.
On May 14, 2014, PBFX completed its initial public offering (the “PBFX Offering”). Subsequent to the
PBFX Offering, PBF LLC transferred additional logistical assets to PBFX in three separate transactions in exchange
for cash and equity consideration. As of December 31, 2015, PBF LLC held a 53.7% limited partner interest
(consisting of 2,572,944 common units and 15,886,553 subordinated units) in PBFX, with the remaining 46.3%
limited partner interest held by the public unit holders. PBF LLC also owns all of the incentive distribution rights
("IDRs") and indirectly owns a non-economic general partner interest in PBFX through its wholly-owned
subsidiary, PBF Logistics GP LLC (“PBF GP”), the general partner of PBFX. During the subordination period (as
set forth in the partnership agreement of PBFX) holders of the subordinated units are not entitled to receive any
distribution of available cash until the common units have received the minimum quarterly distribution plus any
arrearages in the payment of the minimum quarterly distribution from prior quarters. If PBFX does not pay
distributions on the subordinated units, the subordinated units will not accrue arrearages for those unpaid
distributions. Each subordinated unit will convert into one common unit at the end of the subordination period.
See “Item 1A. Risk Factors” and “Item 13. Certain Relationships and Related Transactions, and Director
Independence.”
Recent Developments
Pending Torrance Acquisition
On September 29, 2015, PBF Holding entered into a definitive Sale and Purchase Agreement (the “Torrance
Sale and Purchase Agreement”) with ExxonMobil Oil Corporation ("ExxonMobil") and its subsidiary, Mobil
Pacific Pipeline Company (together, the "Torrance Sellers"), to purchase the Torrance refinery, and related logistics
assets (collectively, the "Torrance Acquisition"). The Torrance refinery, located on 750 acres in Torrance, California,
is a high-conversion 155,000 bpd, delayed-coking refinery with a Nelson Complexity of 14.9. The facility is
strategically positioned in Southern California with advantaged logistics connectivity that offers flexible raw
material sourcing and product distribution opportunities primarily in the California, Las Vegas and Phoenix area
markets. The Torrance Acquisition is expected to further increase the Company's total throughput capacity to
approximately 900,000 bpd.
In addition to refining assets, the Torrance Acquisition includes a number of high-quality logistics assets
including a sophisticated network of crude and products pipelines, product distribution terminals and refinery crude
and product storage facilities. The most significant of the logistics assets is a 171-mile crude gathering and
transportation system which delivers San Joaquin Valley crude oil directly from the field to the refinery. Additionally,
included in the transaction are several pipelines which provide access to sources of crude oil including the Ports
of Long Beach and Los Angeles, as well as clean product outlets with a direct pipeline supplying jet fuel to the
Los Angeles airport. The Torrance refinery also has crude and product storage facilities with approximately 8.6
million barrels of shell capacity.
The purchase price for the Torrance Acquisition is $537.5 million, plus inventory and working capital to be
valued at closing. The purchase price is also subject to other customary purchase price adjustments. The Torrance
Acquisition is expected to close in the second quarter of 2016, subject to satisfaction of customary closing
conditions. Additionally, as a condition of closing, the Torrance refinery is required to be restored to full working
6
order with respect to the event that occurred on February 18, 2015 resulting in damage to the electrostatic precipitator
and related systems, and shall have operated as required under the Torrance Sale and Purchase Agreement for a
period of at least fifteen days after such restoration. PBF Energy expects to finance the transaction with a
combination of cash on hand and proceeds from our October 2015 Equity Offering and 2023 Senior Secured Notes
offering. Following the expected completion of the Torrance Acquisition, our weighted average Nelson Complexity
Index will increase to 12.2.
Pending PBFX Plains Asset Purchase
On February 2, 2016, PBFX announced that one of its wholly-owned subsidiaries has entered into an
agreement to purchase the assets of four refined product terminals located in the greater Philadelphia region from
an affiliate of Plains All American Pipeline, L.P. for total cash consideration of $100.0 million (the "PBFX Plains
Asset Purchase"). The acquisition is expected to close in the second quarter of 2016, subject to customary closing
conditions.
Available Information
Our website address is www.pbfenergy.com. Information contained on our website is not part of this Annual
Report on Form 10-K. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, and any other materials filed with (or furnished to) the U.S. Securities and Exchange Commission (SEC)
by us are available on our website (under “Investors”) free of charge, soon after we file or furnish such material.
In this same location, we also post our corporate governance guidelines, code of business conduct and ethics, and
the charters of the committees of our board of directors. These documents are available free of charge in print to
any stockholder that makes a written request to the Secretary, PBF Energy Inc., One Sylvan Way, Second Floor,
Parsippany, New Jersey 07054.
7
The diagram below depicts our organizational structure as of December 31, 2015:
Management
PBF LLC
Series A Units
•
•
•
•
•
Represents 4.9% of the total
economic interest of PBF LLC
Not publicly traded
No voting rights
Economic rights only
Exchangeable on one-for-one
basis for shares of our Class A
common stock
Shares of Class B common stock
•
•
Voting rights only
Voting rights only
One vote to each PBF LLC
Series A unit held by such
holder
4.9% of voting power in PBF
Energy Inc.
•
PBF Energy Inc
PBF Energy Inc.
(NYSE: PBF)
(PBF Energy)
PBF Energy
Company LLC
(PBF LLC)
Public
Stockholders
Class A common stock
•
•
95.1% of voting power in PBF Energy
100% of economic interests in PBF Energy
Sole Managing Member and
PBF LLC Series C units
•
Represents 95.1% of the
total economic interest of
PBF LLC
PBF LLC
Number of PBF LLC Series
C Units held equals
number of shares of our
Class A common stock
outstanding
100% management
power in PBF LLC
•
•
PBF Logistics GP LLC
(PBF GP)
Non-economic
general partner
general partner
interest
53.7%
limited
partner
interest
interest
Public
Unitholders
Common
Units
46.3% limited
partner
interest
PBFX Revolving Credit Facility
PBFX Term Loan
PBFX Senior Notes due 2023
PBF Logistics LP
(NYSE: PBFX)
(PBF Logistics)
PBF Holding
Company LLC
(PBF Holding)
Revolving Loan
8.25% Senior Secured Notes due 2020
7.00% Senior Secured Notes
due 2023
Operating Subsidiaries
Refining and Other
Operating Subsidiaries
Rail Facility
Catalyst Leases
8
Operating Segments
The Company operates in two reportable business segments: Refining and Logistics. The Company’s four
oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and are
aggregated into the Refining segment. PBFX operates logistics assets such as crude oil and refined products
terminaling, pipeline and storage assets, previously operated and owned by PBF Holding's subsidiaries DCR, TRC
and PBF Holding's previously held subsidiary, Delaware Pipeline Company LLC, which were acquired by PBFX
in a series of transactions during 2014 and 2015. PBFX is reported in the Logistics segment. PBFX currently does
not generate third party revenue and as such intersegment related revenues are eliminated in consolidation. Prior
to the PBFX Offering, PBFX's assets were operated within the refining operations of the Company's Delaware
City and Toledo refineries. The assets, did not generate third party revenue nor, apart from Delaware Pipeline
Company LLC, any intra-entity revenue and were not considered to be a separate reportable segment. See Note
21 "Segment Information" of our Notes to Consolidated Financial Statements included in this Annual Report on
Form 10-K for detailed information on our operating results by business segment.
Refining Segment
We own and operate four refineries in PADDs 1, 2 and 3 providing geographic and market diversity. We
produce a variety of products at each of our refineries, including gasoline, ULSD, heating oil, jet fuel, lubricants,
petrochemicals and asphalt. We sell our products throughout the Northeast, Midwest and Gulf Coast of the United
States, as well as in other regions of the United States and Canada, and are able to ship products to other international
destinations.
Delaware City Refinery
Acquisition and Re-Start. Through our subsidiaries, Delaware City Refining and Delaware Pipeline
Company LLC, we acquired the idle Delaware City refinery and its related assets, including a petroleum product
terminal, a petroleum products pipeline and an electric generation facility, on June 1, 2010 from affiliates of Valero
for approximately $220.0 million in cash, consisting of approximately $170.0 million for the refinery, terminal
and pipeline assets and $50.0 million for the power plant complex located on the property.
At the time of acquisition, we reached an agreement with the State of Delaware that provided for a five-
year operating permit and up to approximately $45.0 million of economic support to re-start the facility, and
negotiated a new long-term contract with the relevant union at the refinery. As of December 31, 2015, we had
received $41.4 million in economic support from the State of Delaware under this agreement. We believe that the
refinery’s ability to process lower quality crudes allows us to capture a higher margin as these lower quality crudes
are typically priced at discounts to benchmark crudes, and to compete effectively in a region where product demand
currently significantly exceeds refining capacity.
We completed the restart of the Delaware City Refinery in October 2011. Since our acquisition through
December 31, 2015, we have invested in turnaround and re-start projects at Delaware City, as well as in the strategic
development of crude rail unloading facilities. Crude delivered by rail to Delaware City can also be transported
via barge to our Paulsboro refinery of other third party destinations. The Delaware City rail unloading facility,
which was transferred to PBFX in 2014, allows our East Coast refineries to source WTI-based crudes from Western
Canada and the Mid-Continent, which we believe, at times, may provide cost advantages versus traditional Brent-
based international crudes.
Overview. The Delaware City refinery is located on an approximately 5,000-acre site, with access to
waterborne cargoes and an extensive distribution network of pipelines, barges and tankers, truck and rail. Delaware
City is a fully integrated operation that receives crude via rail at its crude unloading facilities, or ship or barge at
its docks located on the Delaware River. The crude and other feedstocks are transported, via pipes, to an extensive
tank farm where they are stored until processing. In addition, there is a 17-bay, 50,000 bpd capacity truck loading
9
rack located adjacent to the refinery and a 23-mile interstate pipeline that are used to distribute clean products,
which were transferred to PBFX in conjunction with its acquisition of the Delaware City Products Pipeline and
Truck Rack (as defined below) in May 2015.
The Delaware City refinery has a throughput capacity of 190,000 bpd and a Nelson Complexity Index of
11.3. As a result of its configuration and process units, Delaware City has the capability of processing a slate of
heavy crudes with a high concentration of high sulfur crudes and is one of the largest and most complex refineries
on the East Coast. The Delaware City refinery is one of two heavy crude coking refineries, the other being Paulsboro,
on the East Coast of the United States with coking capacity equal to approximately 25% of crude capacity.
The Delaware City refinery primarily processes a variety of medium to heavy, sour crude oils, but can run
light, sweet crude oils as well. The refinery has large conversion capacity with its 82,000 bpd FCC unit, 47,000
bpd FCU and 18,000 bpd hydrocracking unit with vacuum distillation. Hydrogen is provided via the refinery’s
steam methane reformer and continuous catalytic reformer. The Delaware City refinery predominantly produces
gasoline, diesel fuels and heating oil as well as certain lower value products such as petroleum coke and LPGs.
The following table approximates the Delaware City refinery’s major process unit capacities. Unit capacities
are shown in barrels per stream day.
Refinery Units
Crude Distillation Unit
Vacuum Distillation Unit
Fluid Catalytic Cracking Unit (FCC)
Hydrotreating Units
Hydrocracking Unit
Catalytic Reforming Unit (CCR)
Benzene / Toluene Extraction Unit
Butane Isomerization Unit (ISOM)
Alkylation Unit (Alky)
Polymerization Unit (Poly)
Fluid Coking Unit (FCU/ Fluid Coker)
Nameplate
Capacity
190,000
102,000
82,000
160,000
18,000
43,000
15,000
6,000
11,000
16,000
47,000
Feedstocks and Supply Arrangements. In April 2011, we entered into a crude and feedstock supply agreement
with Statoil that expired on December 31, 2015. Pursuant to the agreement as amended in October 2012, we directed
Statoil to purchase waterborne crude and other feedstocks for Delaware City and Statoil purchased these products
on the spot market or through term agreements. Accordingly, Statoil entered into, on our behalf, hedging
arrangements to protect against changes in prices between the time of purchase and the time of processing the
feedstocks. In addition to procurement, Statoil arranged transportation and insurance for these waterborne deliveries
of crude and feedstock supply and we paid Statoil a per barrel fee for their procurement and logistics services.
Subsequent to the termination of the Statoil supply agreement, we purchase all of our crude and feedstock needs
independently from a variety of suppliers on the spot market or through term agreements.
Product Offtake. We currently market and sell all of our refined products independently to a variety of
customers on the spot market or through term agreements. Prior to June 30, 2013, we sold the bulk of Delaware
City’s clean products to MSCG through an offtake agreement. Under the offtake agreement, MSCG purchased
100% of our finished clean products at Delaware City, which included gasoline, heating oil and jet fuel, as well
as our intermediates. During the term of the offtake agreement, we sold the remainder of our refined products
directly to a variety of customers on the spot market or through term agreements.
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Inventory Intermediation Agreement. On June 26, 2013, we entered into an Inventory Intermediation
Agreement with J. Aron ("Inventory Intermediation Agreement") to support the operations of the Delaware City
refinery, which commenced upon the termination of the product offtake agreement with MSCG. Pursuant to the
Inventory Intermediation Agreement, J. Aron purchased certain of the finished and intermediate products
(collectively the “Products”) located at the refinery upon termination of the MSCG product offtake agreement. J.
Aron purchases the Products produced and delivered into the refinery's storage tanks on a daily basis. J. Aron
further agrees to sell to us on a daily basis the Products delivered out of the refinery's storage tanks. On May 29,
2015, we entered into amended and restated inventory intermediation agreements for both the Delaware City and
Paulsboro refineries (the "A&R Intermediation Agreements") with J. Aron pursuant to which certain terms of the
existing Inventory Intermediation Agreements were amended, including, among other things, pricing and an
extension of the term for a period of two years from the original expiry date of July 1, 2015, subject to certain
early termination rights. In addition, the A&R Intermediation Agreements include one-year renewal clauses by
mutual consent of both parties.
Tankage Capacity. The Delaware City refinery has total storage capacity of approximately 10.0 million
barrels. Of the total, 18 tanks with approximately 3.6 million barrels of storage capacity are dedicated to crude oil
and other feedstock storage with the remaining approximately 6.4 million barrels allocated to finished products,
intermediates and other products.
Energy and Other Utilities. Under normal operating conditions, the Delaware City refinery consumes
approximately 65,000 MMBTU per day of natural gas. The Delaware City refinery has a 280 MW power plant
located on-site that consists of two natural gas-fueled turbines with combined capacity of approximately 140 MW
and four turbo-generators with combined nameplate capacity of approximately 140 MW. Collectively, this power
plant produces electricity in excess of Delaware City’s refinery load of approximately 90 MW. Excess electricity
is sold into the Pennsylvania-New Jersey-Maryland, or PJM, grid. Steam is primarily produced by a combination
of three dedicated boilers and supplemented by secondary boilers at the FCC and coker.
Paulsboro Refinery
Acquisition. We acquired the entities that owned the Paulsboro refinery (including an associated natural gas
pipeline) on December 17, 2010, from Valero for approximately $357.7 million, excluding working capital. The
purchase price excludes inventory purchased on our behalf by MSCG and Statoil.
Overview. Paulsboro has a throughput capacity of 180,000 bpd and a Nelson Complexity Index of 13.2. The
Paulsboro refinery is located on approximately 950 acres on the Delaware River in Paulsboro, New Jersey, just
south of Philadelphia and approximately 30 miles away from Delaware City. Paulsboro receives crude and
feedstocks via its marine terminal on the Delaware River. Paulsboro is one of two operating refineries on the East
Coast with coking capacity, the other being Delaware City. Major units at the Paulsboro refinery include crude
distillation units, vacuum distillation units, an FCC unit, an Alkylation unit, a delayed coking unit, lube oil
processing units and a propane deasphalting unit.
The Paulsboro refinery primarily processes a variety of medium and heavy, sour crude oils but can run light,
sweet crude oils as well. The Paulsboro refinery predominantly produces gasoline, diesel fuels and jet fuel and
also manufactures Group I base oils or lubricants. In addition to its finished clean products slate, Paulsboro produces
asphalt and petroleum coke.
The following table approximates the Paulsboro refinery’s major process unit capacities. Unit capacities
are shown in barrels per stream day.
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Refinery Units
Crude Distillation Units
Vacuum Distillation Units
Fluid Catalytic Cracking Unit (FCC)
Hydrotreating Units
Catalytic Reforming Unit (CCR)
Alkylation Unit (Alky)
Lube Oil Processing Unit
Delayed Coking Unit (Coker)
Propane Deasphalting Unit
Nameplate
Capacity
168,000
83,000
55,000
141,000
32,000
11,000
12,000
27,000
11,000
Feedstocks and Supply Arrangements. We have a contract with Saudi Aramco pursuant to which we have
been purchasing up to approximately 100,000 bpd of crude oil from Saudi Aramco that is processed at Paulsboro.
The crude purchased under this contract is priced off ASCI.
Product Offtake. Prior to June 30, 2013, we sold the bulk of Paulsboro’s clean products to MSCG through
an offtake agreement. With the exception of certain jet fuel and lubricant sales, MSCG purchased 100% of our
finished clean products and intermediates under the offtake agreement. During the term of the offtake agreement,
we sold the remainder of our refined products directly to a variety of customers on the spot market or through term
agreements. Subsequent to the termination of the offtake agreement, we market and sell all of our refined products
independently to a variety of customers on the spot market or through term agreements under which we sell
approximately 35% of our Paulsboro refinery's gasoline production.
Inventory Intermediation Agreement. On June 26, 2013, the Company entered into an Inventory
Intermediation Agreement with J. Aron to support the operations of the Paulsboro refinery, which commenced
upon the termination of the product offtake agreement with MSCG. Pursuant to the Inventory Intermediation
Agreement, J. Aron purchases the Products produced and delivered into the refinery's storage tanks on a daily
basis. J. Aron further agrees to sell to us on a daily basis the Products delivered out of the refinery's storage tanks.
On May 29, 2015, the Company and J. Aron amended the Inventory Intermediation Agreement pursuant to which
certain terms of the existing inventory intermediation agreements were amended, including, among other things,
pricing and an extension of the term for a period of two years from the original expiry date of July 1, 2015, subject
to certain early termination rights. In addition, the A&R Intermediation Agreements include one-year renewal
clauses by mutual consent of both parties.
Tankage Capacity. The Paulsboro refinery has total storage capacity of approximately 7.5 million barrels.
Of the total, approximately 2.1 million barrels are dedicated to crude oil storage with the remaining 5.4 million
barrels allocated to finished products, intermediates and other products.
Energy and Other Utilities. Under normal operating conditions, the Paulsboro refinery consumes
approximately 30,000 MMBTU per day of natural gas. The Paulsboro refinery is virtually self-sufficient for its
electrical power requirements. The refinery supplies approximately 90% of its 63 MW load through a combination
of four generators with a nameplate capacity of 78 MW, in addition to a 30 MW gas turbine generator and two 15
MW steam turbine generators located at the Paulsboro utility plant. In the event that Paulsboro requires additional
electricity to operate the refinery, supplemental power is available through a local utility. Paulsboro is connected
to the grid via three separate 69 KV aerial feeders and has the ability to run entirely on imported power. Steam is
primarily produced by three boilers, each with continuous rated capacity of 300,000-lb/hr at 900-psi. In addition,
Paulsboro has a heat recovery steam generator and a number of waste heat boilers throughout the refinery that
supplement the steam generation capacity. Paulsboro’s current hydrogen needs are met by the hydrogen supply
from the reformer. In addition, the refinery employs a standalone steam methane reformer that is capable of
12
producing 10 MMSCFD of 99% pure hydrogen. This ancillary hydrogen plant is utilized as a back-up source of
hydrogen for the refinery’s process units.
Toledo Refinery
Acquisition. Through our subsidiary, Toledo Refining, we acquired the Toledo refinery on March 1, 2011,
from Sunoco for approximately $400.0 million, excluding working capital. We also purchased refined and certain
intermediate products inventory for approximately $299.6 million, and MSCG purchased the refinery’s crude oil
inventory on our behalf. Additionally, included in the terms of the sale was a five-year participation payment of up
to $125.0 million payable to Sunoco based upon post-acquisition earnings of the refinery, which was paid in full.
Overview. Toledo has a throughput capacity of approximately 170,000 bpd and a Nelson Complexity Index
of 9.2. Toledo primarily processes a slate of light, sweet crudes from Canada, the Mid-Continent, the Bakken region
and the U.S. Gulf Coast. Toledo produces finished products including gasoline and ULSD, in addition to a variety
of high-value petrochemicals including benzene, toluene, xylene, nonene and tetramer.
The Toledo refinery is located on a 282-acre site near Toledo, Ohio, approximately 60 miles from Detroit.
Major units at the Toledo refinery include a crude unit, an FCC unit, an alkylation unit, a hydrocracker and a UDEX
unit. Crude is delivered to the Toledo refinery through three primary pipelines: (1) Enbridge from the north,
(2) Capline from the south and (3) Mid-Valley from the south. Crude is also delivered to a nearby terminal by rail
and from local sources by truck to a truck unloading facility within the refinery.
The following table approximates the Toledo refinery’s major process unit capacities. Unit capacities are
shown in barrels per stream day.
Refinery Units
Crude Distillation Unit
Fluid Catalytic Cracking Unit (FCC)
Hydrotreating Units
Hydrocracking Unit (HCC)
Catalytic Reforming Units
Alkylation Unit (Alky)
Polymerization Unit (Poly)
UDEX Unit (BTX)
Nameplate
Capacity
170,000
79,000
95,000
45,000
45,000
10,000
7,000
16,300
Feedstocks and Supply Arrangements. We currently fully source our own crude oil needs for Toledo. Prior
to July 31, 2014, we had a crude oil acquisition agreement with MSCG pursuant to which we directed MSCG to
purchase crude and other feedstocks for Toledo. MSCG purchased crude and feedstocks on the spot market.
Accordingly, MSCG entered into, on our behalf, hedging arrangements to protect against changes in prices between
the time of purchase and the time of processing the feedstocks. In addition to procurement, MSCG arranged
transportation and insurance for the crude and feedstock supply and we paid MSCG a per barrel fee for their
procurement and logistics services. We paid MSCG on a daily basis for the corresponding volume of crude or
feedstocks two days after they were consumed in conjunction with the refining process.
Product Offtake. Toledo is connected, via pipelines, to an extensive distribution network throughout Ohio,
Illinois, Indiana, Kentucky, Michigan, Pennsylvania and West Virginia. The finished products are transported on
pipelines owned by Sunoco Logistics Partners L.P. and Buckeye Partners. In addition, we have proprietary
connections to a variety of smaller pipelines and spurs that help us optimize our clean products distribution. A
significant portion of Toledo’s gasoline and ULSD are distributed through the approximately 28 terminals in this
network.
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In March 2011, we entered into an agreement with Sunoco whereby Sunoco purchases gasoline and distillate
products representing approximately one-third of the Toledo refinery’s gasoline and distillates production. The
agreement had a three year term, subject to certain early termination rights. In March 2014, the agreement was
renewed and extended for another three year term. We sell the bulk of the petrochemicals produced at the Toledo
refinery through short-term contracts or on the spot market and the majority of the petrochemical distribution is
done via rail.
Tankage Capacity. The Toledo refinery has total storage capacity of approximately 4.5 million barrels. The
Toledo refinery receives its crude through pipeline connections and a truck rack. Of the total, approximately
1.3 million barrels are dedicated to crude oil storage with the remaining 3.2 million barrels allocated to intermediates
and products. A portion of storage capacity dedicated to crude oil and finished products was transferred to PBFX
in conjunction with its acquisition of the Toledo Storage Facility (as defined below) in December 2014.
Energy and Other Utilities. Under normal operating conditions, the Toledo refinery consumes approximately
17,000 MMBTU per day of natural gas. The Toledo refinery purchases its electricity from a local utility and has
a long-term contract to purchase hydrogen and steam from a local third party supplier. In addition to the third party
steam supplier, Toledo consumes a portion of the steam that is generated by its various process units.
Chalmette Refinery
Acquisition. On November 1, 2015, we acquired from ExxonMobil Oil Corporation ("ExxonMobil"), Mobil
Pipe Line Company and PDV Chalmette, L.L.C. (collectively, the "Chalmette Sellers"), the ownership interests
of Chalmette Refining, L.L.C. (“Chalmette Refining”), which owns the Chalmette refinery and related logistics
assets. Subsequent to the closing of the Chalmette Acquisition, Chalmette Refining is a wholly-owned subsidiary
of PBF Holding. The aggregate purchase price for the Chalmette Acquisition was $322.0 million in cash, plus
estimated inventory and working capital of $243.3 million, which is subject to final valuation upon agreement by
both parties.
Overview. The Chalmette refinery is located on a 400-acre site outside of New Orleans, Louisiana. It is a
dual-train coking refinery with a Nelson Complexity Index of 12.7 and is capable of processing both light and
heavy crude oil though its 189,000 bpd crude unit and downstream Coker, FCC and alkylation units. Chalmette
Refining owns 100% of the MOEM Pipeline, providing access to the Empire Terminal, as well as the CAM
Connection Pipeline, providing access to the Louisiana Offshore Oil Port facility through a third party pipeline.
Chalmette Refining also owns 80% of each of the Collins Pipeline Company and T&M Terminal Company, both
located in Collins, Mississippi, which provide a clean products outlet for the refinery to the Plantation and Colonial
Pipelines. Also included in the acquisition are a marine terminal capable of importing waterborne feedstocks and
loading or unloading finished products; a clean products truck rack which provides access to local markets; and a
crude and product storage facility with approximately 7.5 million barrels of shell capacity.
The Chalmette refinery primarily processes a variety of light and heavy crude oils. The Chalmette refinery
predominantly produces gasoline, diesel fuels and jet fuel and also manufactures high-value petrochemicals
including benzene and xylene.
The following table approximates the Chalmette refinery’s major process unit capacities. Unit capacities
are shown in barrels per stream day.
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Refinery Units
Crude Distillation Unit
Fluid Catalytic Cracking Unit (FCC)
Hydrotreating Units
Delayed Coker
Catalytic Reforming Units
Alkylation Unit (Alky)
Nameplate
Capacity
189,000
72,000
158,000
29,000
22,000
15,000
Feedstocks and Supply Arrangements. In connection with the Chalmette Acquisition on November 1, 2015,
we assumed a crude supply arrangement with PDVSA that has a ten year term with a renewal option for an additional
five years, subject to certain early termination rights. The pricing for the crude supply is market based and is agreed
upon on a quarterly basis by both parties. Additionally, we obtain crude and feedstocks from other sources through
connections to the CAM and MOEM Pipelines as well as ship docks and truck racks.
Product Offtake. Products produced at the Chalmette refinery are transferred to customers through pipelines,
the marine terminal and truck rack. The majority of their clean products are delivered to customers via pipelines.
The Chalmette refinery's ownership of the Collins Pipeline and T&M Terminal provide it with strategic access to
Southeast and East Coast markets through third party logistics. The Chalmette refinery has an offtake agreement
for its truck rack whereby ExxonMobil purchases approximately 50% of the 14,000 barrel per day capacity.
Tankage Capacity. Chalmette has a total tankage capacity of approximately 7.5 million barrels. Of this total,
approximately 2.1 million barrels are allocated to crude oil storage with the remaining 5.4 million barrels allocated
to intermediates and products.
Energy and Other Utilities. Under normal operating conditions, the Chalmette refinery consumes
approximately 30,000 MMBTU per day of natural gas. The Chalmette refinery purchases its electricity from a
local utility and has a long-term contract to purchase hydrogen and steam from a third party supplier.
Logistics Segment
We formed PBFX, a publicly traded master limited partnership, to own or lease, operate, develop and acquire
crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets. PBFX's
operations are aggregated into the Logistics segment. PBFX engages in the receiving, handling and transferring
of crude oil and the receipt, storage and delivery of crude oil, refined products and intermediates from sources
located throughout the United States and Canada for PBF Energy in support of its refineries. PBFX's revenues are
generated from agreements it has with PBF Energy and its subsidiaries for such services. PBFX currently does not
generate third party revenue and therefore intersegment related revenues are eliminated in consolidation by PBF
Energy. Prior to their acquisition by PBFX, PBFX's assets were operated within the refining operations of the
Company's Delaware City and Toledo refineries. The assets did not generate third party or intra-entity revenue and
were not considered to be a separate reportable segment.
PBFX's assets consist of the following:
• The DCR Rail Terminal - A 130,000 bpd light crude oil rail unloading terminal which commenced
operations in February 2013 and serves PBF Energy’s Delaware City and Paulsboro refineries.
• The DCR West Rack - A 40,000 bpd heavy crude oil unloading rack which commenced operations in
August 2014 and serves PBF Energy’s Delaware City refinery.
15
• The Toledo Truck Terminal - A truck terminal currently comprised of six lease automatic custody transfer
(“LACT”) units, with unloading capacity of 22,500 bpd.
• The Toledo Storage Facility - A storage facility which services PBF Energy's Toledo refinery and consists
of 30 tanks for storing crude oil, refined products and intermediates with aggregate capacity of 3.9 million
barrels as well as a propane storage and unloading facility consisting of 27 propane storage bullets and a
truck loading facility with a throughput capacity of 11,000 bpd.
• Delaware City Products Pipeline and Truck Rack - The Delaware City Products Pipeline consists of
a 23.4 mile, 16-inch interstate petroleum products pipeline with in excess of 125,000 bpd of capacity
located at PBF Energy's Delaware City refinery. The Delaware City Truck Rack consists of a 15-lane,
76,000 bpd capacity truck loading rack utilized to distribute gasoline and distillates.
Initial Public Offering of PBFX and Subsequent Drop-Down Transactions
On May 14, 2014, PBFX completed its initial public offering of 15,812,500 common units (including
2,062,500 common units issued pursuant to the exercise of the underwriters' over-allotment option).
Effective September 30, 2014, PBF Holding distributed to PBF LLC all of the equity interests of Delaware
City Terminaling Company II LLC ("DCT II"), which assets consist solely of the Delaware City heavy crude
unloading rack (the "DCR West Rack"). PBF LLC then contributed to PBFX all of the equity interests of DCT II
for total consideration of $150.0 million consisting of $135.0 million of cash and $15.0 million of PBFX common
units, or 589,536 common units (the "DCR West Rack Acquisition"). The DCR West Rack has an estimated
throughput capacity of at least 40,000 bpd.
Effective December 11, 2014, PBF LLC contributed to PBFX all of the issued and outstanding limited
liability company interests of Toledo Terminaling Company LLC ("Toledo Terminaling"), whose assets consist of
a tank farm and related facilities located at our Toledo refinery, including a propane storage and loading facility
(the "Toledo Storage Facility"), for total consideration payable to PBF LLC of $150.0 million consisting of $135.0
million of cash and $15.0 million of PBFX common units, or 620,935 common units (the "Toledo Storage Facility
Acquisition").
Effective May 14, 2015, PBF LLC contributed to PBFX all of the issued and outstanding limited liability
company interests of Delaware Pipeline Company LLC and Delaware City Logistics Company LLC, whose assets
consist of the Delaware City Products Pipeline and Truck Rack (collectively referred to as the “Delaware City
Products Pipeline and Truck Rack”), for total consideration of $143.0, consisting of $112.5 million of cash and
$30.5 million of PBFX common units, or 1,288,420 common units. The Delaware City Products Pipeline is a 23.4
mile, 16-inch interstate petroleum products pipeline with capacity in excess of 125,000 bpd and the Delaware City
Truck Rack is a 15-lane, 76,000 bpd truck loading rack.
Subsequent to the transactions described above, as of December 31, 2015, PBF LLC holds a 53.7% limited
partner interest in PBFX consisting of 2,572,944 common units and 15,886,553 subordinated units. PBF LLC also
owns all of the incentive distribution rights and indirectly owns a non-economic general partner interest in PBFX.
The IDRs entitle PBF LLC to receive increasing percentages, up to a maximum of 50.0%, of the cash PBFX
distributes from operating surplus in excess of $0.345 per unit per quarter.
Principal Products
Our refineries make various grades of gasoline, distillates (including diesel fuel, jet fuel and ULSD) and
other products from crude oil, other feedstocks, and blending components. We sell these products through our
commercial accounts, and sales with major oil companies. For the years ended December 31, 2015, 2014 and 2013,
gasoline and distillates accounted for 88.0%, 86.0% and 88.6% of our revenues, respectively.
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Customers
We sell a variety of refined products to a diverse customer base. The majority of our refined products are
primarily sold through short-term contracts or on the spot market. However, we do have product offtake
arrangements for a portion of our clean products. For the years ended December 31, 2015 and 2014, no single
customer accounted for 10% or more of our revenues, respectively. Following the Chalmette Acquisition on
November 1, 2015, ExxonMobil and its affiliates represented approximately 18% of our total trade accounts
receivable as of December 31, 2015. As of December 31, 2014, no single customer accounted for 10% or more of
our total trade accounts receivable.
For the year ended December 31, 2013, MSCG and Sunoco accounted for 29% and 10% of our revenues,
respectively.
Seasonality
Demand for gasoline and diesel is generally higher during the summer months than during the winter months
due to seasonal increases in highway traffic and construction work. Decreased demand during the winter months
can lower gasoline and diesel prices. As a result, our operating results for the first and fourth calendar quarters
may be lower than those for the second and third calendar quarters of each year. Refining margins remain volatile
and our results of operations may not reflect these historical seasonal trends. Most of the effects of seasonality on
PBFX's operating results are mitigated through fee-based commercial agreements with us that include minimum
volume commitments.
Competition
The refining business is very competitive. We compete directly with various other refining companies on
the East and Gulf Coasts and in the Mid-Continent, with integrated oil companies, with foreign refiners that import
products into the United States and with producers and marketers in other industries supplying alternative forms
of energy and fuels to satisfy the requirements of industrial, commercial and individual consumers. Some of our
competitors have expanded the capacity of their refineries and internationally new refineries are coming on line
which could also affect our competitive position.
Profitability in the refining industry depends largely on refined product margins, which can fluctuate
significantly, as well as crude oil prices and differentials between the prices of different grades of crude oil, operating
efficiency and reliability, product mix and costs of product distribution and transportation. Certain of our
competitors that have larger and more complex refineries may be able to realize lower per-barrel costs or higher
margins per barrel of throughput. Several of our principal competitors are integrated national or international oil
companies that are larger and have substantially greater resources. Because of their integrated operations and larger
capitalization, these companies may be more flexible in responding to volatile industry or market conditions, such
as shortages of feedstocks or intense price fluctuations. Refining margins are frequently impacted by sharp changes
in crude oil costs, which may not be immediately reflected in product prices.
The refining industry is highly competitive with respect to feedstock supply. Unlike certain of our competitors
that have access to proprietary controlled sources of crude oil production available for use at their own refineries,
we obtain substantially all of our crude oil and other feedstocks from unaffiliated sources. The availability and
cost of crude oil is affected by global supply and demand. We have no crude oil reserves and are not engaged in
the exploration or production of crude oil. We believe, however, that we will be able to obtain adequate crude oil
and other feedstocks at generally competitive prices for the foreseeable future.
Corporate Offices
We lease approximately 53,000 square feet for our principal corporate offices in Parsippany, New Jersey.
The lease for our principal corporate offices expires in 2017. Functions performed in the Parsippany office include
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overall corporate management, refinery and HSE management, planning and strategy, corporate finance,
commercial operations, logistics, contract administration, marketing, investor relations, governmental affairs,
accounting, tax, treasury, information technology, legal and human resources support functions.
Employees
As of December 31, 2015, we had approximately 2,270 employees. At Paulsboro, 286 of our 454 employees
are covered by a collective bargaining agreement. In addition, 927 of our 1,584 employees at Delaware City, Toledo
and Chalmette are covered by a collective bargaining agreement. None of our corporate employees are covered
by a collective bargaining agreement. We consider our relations with the represented employees to be satisfactory.
At Delaware City, Toledo and Chalmette, most hourly employees are covered by a collective bargaining agreement
through the United Steel Workers ("USW"). The agreements with the USW covering Delaware City and Toledo
are scheduled to expire in February 2018 while the agreement with the USW covering Chalmette is scheduled to
expire in January 2019. Similarly, at Paulsboro hourly employees are represented by the Independent Oil Workers
("IOW") under a contract scheduled to expire in March 2018.
Executive Officers of the Registrant
The following is a list of our executive officers as of February 29, 2016:
Name
Thomas D. O’Malley
Thomas J. Nimbley
Matthew C. Lucey
Erik Young
Jeffrey Dill
Thomas L. O'Connor
Herman Seedorf
Paul Davis
Trecia Canty
Age
Position
74 Executive Chairman of the Board of Directors
64 Chief Executive Officer
42 President
39 Senior Vice President, Chief Financial Officer
54 President, Western Region
43 Senior Vice President, Commercial
64 Senior Vice President of Refining
53 Senior Vice President, Western Region
Commercial Operations
46 Senior Vice President, General Counsel
Thomas D. O’Malley has served as Executive Chairman of our Board since our formation in November
2011, served as Executive Chairman of the Board of Directors of PBF LLC and its predecessors from March 2008
to February 2013, and was the Chief Executive Officer of PBF LLC and its predecessors from inception until June
2010. Mr. O’Malley has also served as the Chairman of the Board of Directors of PBF GP since 2014. He has more
than 30 years of experience in the refining industry. He served as Chairman of the Board of Petroplus Holdings
A.G., listed on the Swiss Exchange, from May 2006 until February 2011, and was Chief Executive Officer from
May 2006 until September 2007. Mr. O’Malley was Chairman of the Board of Premcor Inc. ("Premcor"), a domestic
oil refiner and Fortune 250 company listed on the NYSE, from February 2002 until its sale to Valero in August
2005 and was Chief Executive Officer from February 2002 to January 2005. Before joining Premcor, Mr. O’Malley
was Chairman and Chief Executive Officer of Tosco Corporation ("Tosco"). This Fortune 100 company, listed on
the NYSE, was the largest independent oil refiner and marketer of oil products in the United States, with annualized
revenues of approximately $25.0 billion when it merged with Phillips Petroleum Company ("Phillips") in September
2001.
Thomas J. Nimbley has served as our Chief Executive Officer since June 2010 and on our Board of Directors
since October 2014. He was our Executive Vice President, Chief Operating Officer from March 2010 through June
2010. In his capacity as our Chief Executive Officer, Mr. Nimbley also serves as a director and the Chief Executive
Officer of certain of our subsidiaries, including PBF GP. Prior to joining us, Mr. Nimbley served as a Principal for
Nimbley Consultants LLC from June 2005 to March 2010, where he provided consulting services and assisted on
the acquisition of two refineries. He previously served as Senior Vice President and head of Refining for Phillips
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and subsequently Senior Vice President and head of Refining for ConocoPhillips ("ConocoPhillips") domestic
refining system (13 locations) following the merger of Phillips and Conoco Inc. Before joining Phillips at the time
of its acquisition of Tosco in September 2001, Mr. Nimbley served in various positions with Tosco and its
subsidiaries starting in April 1993.
Matthew C. Lucey has served as our President since January 2015 and was our Executive Vice President
from April 2014 to December 2014. Mr. Lucey served as our Senior Vice President, Chief Financial Officer from
April 2010 to March 2014. Mr. Lucey joined us as our Vice President, Finance in April 2008. Prior thereto, Mr. Lucey
served as a Managing Director of M.E. Zukerman & Co., a New York-based private equity firm specializing in
several sectors of the broader energy industry, from 2001 to 2008. Before joining M.E. Zukerman & Co., Mr. Lucey
spent six years in the banking industry.
Erik Young has served as our Senior Vice President and Chief Financial Officer since April 2014 after joining
us in December 2010 as Director, Strategic Planning where he was responsible for both corporate development
and capital markets initiatives. Prior to joining the Company, Mr. Young spent eleven years in corporate finance,
strategic planning and mergers and acquisitions roles across a variety of industries. He began his career in investment
banking before joining J.F. Lehman & Company, a private equity investment firm, in 2001.
Jeffrey Dill has served as our President, PBF Energy Western Region LLC since September 2015 and was
our Senior Vice President, General Counsel and Secretary for more than five years prior thereto. Previously he
served as Senior Vice President, General Counsel and Secretary for Maxum Petroleum, Inc., a national marketer
and logistics company for petroleum products and Vice President, General Counsel and Secretary at Neurogen
Corporation, a drug discovery and development company, from March 2006 to December 2007. Mr. Dill has close
to 20 years' experience providing business and legal support to refining, transportation and marketing organizations
in the petroleum industry, including positions at Premcor, ConocoPhillips, Tosco and Unocal Corporation.
Thomas L. O’Connor has served as our Senior Vice President, Commercial since September 2015. Mr.
O'Connor joined us as Senior Vice President in September 2014 with responsibility for business development and
growing the business of PBFX, and from January to September 2015, served as our Co-Head of commercial
activities. Prior to joining the Company, Mr. O'Connor worked at Morgan Stanley since 2000 in various positions,
most recently as a Managing Director and Global Head of Crude Oil Trading and Global Co-Head of Oil Flow
Trading. Prior to joining Morgan Stanley, Mr. O'Connor worked for Tosco from 1995 to 2000 in the Atlantic Basin
Fuel Oil and Feedstocks group.
Herman Seedorf serves as our Senior Vice President of Refining. Mr. Seedorf originally joined PBF Energy
in February of 2011 as the Delaware City Refinery Plant Manager and became Senior Vice President, Eastern
Region Refining, in September of 2013. Prior to 2011, Mr. Seedorf served as the refinery manager of the Wood
River Refinery in Roxana, Illinois, and also as an officer of the joint venture between ConocoPhillips and Cenovus
Energy Inc. Mr. Seedorf's oversight responsibilities included the development and execution of the multi-billion
dollar upgrade project which enabled the expanded processing of Canadian crude oils. He also served as the refinery
manager of the Bayway Refinery in Linden, New Jersey for four years during the time period that it was an asset
of the Tosco. Mr. Seedorf began his career in the petroleum industry with Exxon Corporation ("Exxon") in 1980.
Paul Davis has served as our Senior Vice President, Western Region Commercial Operations since September
2015. Mr. Davis joined us in April of 2012 and has been head of PBF's commercial operations related to crude oil
and refinery feedstock sourcing since May of 2013 and, from January 2015 to September 2015, served as our Co-
Head of Commercial. Previously, Mr. Davis was responsible for managing the U.S. clean products commercial
operations for Hess Energy Trading Company ("HETCO") from 2006 to 2012. Prior to that, Mr. Davis was
responsible for Premcor’s U.S. Midwest clean products disposition group. Mr. Davis has over 29 years of experience
in commercial operations in crude oil and refined products, including 16 years with the ExxonMobil Corporation
in various operational and commercial positions, including sourcing refinery feedstocks and crude oil and the
disposition of refined petroleum products, as well as optimization roles within refineries.
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Trecia Canty has served as our Senior Vice President, General Counsel and Secretary since September 2015.
In her role, Ms. Canty is responsible for the Legal Department and Contracts Administration. Previously, Ms. Canty
was named Vice President, Senior Deputy General Counsel and Assistant Secretary in October 2014 and led the
Company's commercial and finance legal operations since joining us in November 2012. Prior to joining the
Company, Ms. Canty served as Associate General Counsel, Corporate and Assistant Secretary of Southwestern
Energy Company, where her responsibilities included finance and mergers and acquisitions, securities and corporate
compliance and corporate governance. She also provided legal support to the midstream marketing and logistics
businesses. Prior to joining Southwestern Energy Company in 2004, she was an associate with Cleary, Gottlieb,
Steen & Hamilton. Ms. Canty has over 20 years of experience focused on energy, mergers and acquisition, securities,
finance and corporate matters. Ms. Canty has supported a broad range of functions across the PBF organization
and has played a vital role in multiple financings, the Chalmette and Torrance acquisitions, and numerous
commercial arrangements.
Mr. Thomas O'Malley is the uncle, by marriage, of Mr. Matthew Lucey.
Environmental, Health and Safety Matters
The Company's refinery, pipeline 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 matter
into the environment or otherwise relating to the protection of the environment, 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. Permits are also required under these laws for the operation
of our refineries, pipelines and related operations and these permits are subject to revocation, modification and
renewal. Compliance with applicable environmental laws, regulations and permits will continue to have an impact
on our operations, results of operations and capital requirements. We believe that our current operations are in
substantial compliance with existing environmental laws, regulations and permits.
Our operations and many of the products we manufacture are subject to certain specific requirements of the
Clean Air Act, or 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 our 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.
In 2010, New York State adopted a Low-Sulfur Heating Oil mandate that, beginning July 1, 2012, requires
all heating oil sold in New York State to contain no more than 15 parts per million ("PPM") sulfur. Since July 1,
2012, other states in the Northeast market began requiring heating oil sold in their state to contain no more than
15 PPM sulfur. Currently, six Northeastern states require heating oil with 15 PPM or less sulfur. By July 1, 2016,
two more states are expected to adopt this requirement and by July 1, 2018 most of the remaining Northeastern
states (except for Pennsylvania and New Hampshire) will require heating oil with 15 PPM or less sulfur. All of
the heating oil the Company currently produces meets these specifications. The mandate and other requirements
do not currently have a material impact on the Company's financial position, results of operations or cash flows.
The EPA issued the final Tier 3 Gasoline standards on March 3, 2014 under the Clean Air Act. This final
rule establishes more stringent vehicle emission standards and further reduces the sulfur content of gasoline starting
in January of 2017. The new standard is set at 10 PPM sulfur in gasoline on an annual average basis starting January
1, 2017, with a credit trading program to provide compliance flexibility. The EPA responded to industry comments
on the proposed rule and maintained the per gallon sulfur cap on gasoline at the existing 80 PPM cap. The standards
set by the new rule are not expected to have a material impact on the Company’s financial position, results of
operations or cash flows.
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The EPA was required to release the final annual standards for the Reformulated Fuels Standard ("RFS")
for 2014 no later than Nov 29, 2013 and for 2015 no later than Nov 29, 2014. The EPA did not meet these requirements
but did release proposed standards for 2014. The EPA did not finalize this proposal in 2014. However, in May
2015, the EPA re-proposed annual standards for RFS 2 for 2014, and proposed new standards for 2015 and 2016
and biomass-based diesel volumes for 2017. The final standards were issued on November 30, 2015. The standards
issued by the EPA include volume requirements in the annual standards which, while below the volumes originally
set by Congress, increased renewable fuel use in the U.S. above historical levels and provide for steady growth
over time. The EPA also increased the required volume of biomass-based diesel in 2015, 2016, and 2017 while
maintaining the opportunity for growth in other advanced biofuels. The Company is currently evaluating the final
standards and they may have a material impact on the Company's cost of compliance with RFS 2.
On December 1, 2015 the EPA finalized revisions to an existing air regulation concerning Maximum
Achievable Control Technologies ("MACT") for Petroleum Refineries. The regulation requires additional
continuous monitoring systems for eligible process safety valves relieving to atmosphere, minimum flare gas heat
(Btu) content, and delayed coke drum vent controls to be installed by January 30, 2019. In addition, a program for
ambient fence line monitoring for benzene will need to be implemented by January 30, 2018. The Company is
currently evaluating the final standards to evaluate the impact of this regulation, and at this time does not anticipate
it will have a material impact on the Company's financial position, results of operations or cash flows.
As of January 1, 2011, we are required to comply with the EPA’s Control of Hazardous Air Pollutants From
Mobile Sources, or MSAT2, regulations on gasoline that impose reductions in the benzene content of our produced
gasoline. We purchase benzene credits to meet these requirements. Our planned capital projects will reduce the
amount of benzene credits that we need to purchase. In addition, the renewable fuel standards mandate the blending
of prescribed percentages of renewable fuels (e.g., ethanol and biofuels) into our produced gasoline and diesel.
These new requirements, other requirements of the CAA and other presently existing or future environmental
regulations may cause us to make substantial capital expenditures as well as the purchase of credits at significant
cost, to enable our refineries to produce products that meet applicable requirements.
Our operations are also subject to the federal Clean Water Act, or the CWA, the federal Safe Drinking Water
Act, or the SDWA, and comparable state and local requirements. The CWA, the SDWA and analogous laws prohibit
any discharge into surface waters, ground waters, injection wells and publicly-owned treatment works except in
strict conformance with permits, such as pre-treatment permits and discharge permits, issued by federal, state and
local governmental agencies. Federal waste-water discharge permits and analogous state waste-water discharge
permits are issued for fixed terms and must be renewed.
We generate wastes that may be subject to the federal Resource Conservation and Recovery Act, or RCRA,
and comparable state and local requirements. The EPA and various state agencies have limited the approved methods
of disposal for certain hazardous and non-hazardous wastes.
The EPA published a Final Rule to the CWA 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 (BTA)
as soon as possible, but gives state agencies the discretion to establish implementation time lines. We continue to
evaluate the impact of this regulation, and at this time do not anticipate it having a material impact on our financial
position, results of operations or cash flows.
The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, or
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.
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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 below, certain of our sites are subject to these laws
and we 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 our current normal operations,
we have 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.
As is the case with all companies engaged in industries similar to ours, we face potential exposure to future
claims and lawsuits involving environmental matters. These matters include soil and water contamination, air
pollution, personal injury and property damage allegedly caused by substances which we manufactured, handled,
used, released or disposed of.
Current and future environmental regulations are expected to require additional expenditures, including
expenditures for investigation and remediation, which may be significant, at our refineries and at our other facilities.
To the extent that future expenditures for these purposes are material and can be reasonably determined, these costs
are disclosed and accrued.
Our operations are also subject to various laws and regulations relating to occupational health and safety.
We maintain safety training and maintenance programs as part of our ongoing efforts to ensure compliance with
applicable laws and regulations. Compliance with applicable health and safety laws and regulations has required
and continues to require substantial expenditures.
In connection with each of our acquisitions, we assumed certain environmental remediation obligations. In
the case of the Paulsboro refinery, a self-guarantee is in place to meet state financial assurance requirements, in
the amount of approximately $12.1 million, the estimated cost of the remediation obligations. Both the short and
long-term portions of this environmental liability are recorded in accrued expenses and other long-term liabilities,
respectively. In connection with the acquisition of the Chalmette refinery, the Company obtained $3.9 million in
financial assurance (in the form of surety bond) to cover estimated potential site remediation costs associated with
an agreed to Administrative Order of Consent with the EPA. The estimated cost assumes remedial activities will
continue for a minimum of 30 years.
In connection with the acquisition of the Delaware City refinery, the prior owners remain responsible, subject
to certain limitations, for certain environmental obligations including ongoing remediation of soil and groundwater
contamination at the site. Further, in connection with the Delaware City and Paulsboro acquisitions, we purchased
two individual ten-year, $75.0 million environmental insurance policies to insure against unknown environmental
liabilities at each refinery. In connection with the acquisition of the Toledo refinery, the seller, subject to certain
limitations, initially retains remediation obligations which will transition to us over a 20-year period. However,
there can be no assurance that any available indemnity, self-guarantee or insurance will be sufficient to cover any
ultimate environmental liabilities we may incur with respect to our refineries, which could be significant. In
connection with the acquisition of the Chalmette refinery, the Company purchased a ten year, $100.0 million
environmental insurance policy to insure against unknown environmental liabilities at the refinery.
We cannot predict what additional health, safety and environmental legislation or regulations will be enacted
or become effective in the future or how existing or future laws or regulations will be administered or interpreted
with respect to our operations. Compliance with more stringent laws or regulations or adverse changes in the
interpretation of existing requirements or discovery of new information such as unknown contamination could
have an adverse effect on the financial position and the results of our operations and could require substantial
expenditures for the installation and operation of systems and equipment that we do not currently possess.
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GLOSSARY OF SELECTED TERMS
Unless otherwise noted or indicated by context, the following terms used in this Annual Report on Form 10-
K have the following meanings:
“ASCI” refers to the Argus Sour Crude Index, a pricing index used to approximate market prices for sour,
heavy crude oil.
“Bakken” refers to both a crude oil production region generally covering North Dakota, Montana and
Western Canada, and the crude oil that is produced in that region.
“barrel” refers to a common unit of measure in the oil industry, which equates to 42 gallons at 1 atmosphere
pressure.
“blendstocks” refers to various compounds that are combined with gasoline or diesel from the crude oil
refining process to make finished gasoline and diesel; these may include natural gasoline, FCC unit gasoline,
ethanol, reformate or butane, among others.
“bpd” refers to an abbreviation for barrels per day.
“CAA” refers to the Clean Air Act.
“CAM Pipeline” refers to the Clovelly-Alliance-Meraux pipeline in Louisiana.
“CAPP” refers to the Canadian Association of Petroleum Producers.
“catalyst” refers to a substance that alters, accelerates, or instigates chemical changes, but is not produced
as a product of the refining process.
“coke” refers to a coal-like substance that is produced from heavier crude oil fractions during the refining
process.
“complexity” refers to the number, type and capacity of processing units at a refinery, measured by the
Nelson Complexity Index, which is often used as a measure of a refinery’s ability to process lower quality crude
in an economic manner.
“crack spread” refers to a simplified calculation that measures the difference between the price for light
products and crude oil. For example, we reference (a) the 2-1-1 crack spread, which is a general industry standard
utilized by our Delaware City, Paulsboro and Chalmette refineries that approximates the per barrel refining margin
resulting from processing two barrels of crude oil to produce one barrel of gasoline and one barrel of heating oil
or ULSD and (b) the 4-3-1 crack spread, which is a benchmark utilized by our Toledo refinery that approximates
the per barrel refining margin resulting from processing four barrels of crude oil to produce three barrels of gasoline
and one-half barrel of jet fuel and one-half barrel of ULSD.
“Dated Brent” refers to Brent blend oil, a light, sweet North Sea crude oil, characterized by an API gravity
of 38° and a sulfur content of approximately 0.4 weight percent that is used as a benchmark for other crude oils.
“distillates” refers primarily to diesel, heating oil, kerosene and jet fuel.
“downstream” refers to the downstream sector of the energy industry generally describing oil refineries,
marketing and distribution companies that refine crude oil and sell and distribute refined products. The opposite
of the downstream sector is the upstream sector, which refers to exploration and production companies that search
for and/or produce crude oil and natural gas underground or through drilling or exploratory wells.
“EPA” refers to the United States Environmental Protection Agency.
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“ethanol” refers to a clear, colorless, flammable oxygenated liquid. Ethanol is typically produced chemically
from ethylene, or biologically from fermentation of various sugars from carbohydrates found in agricultural crops
and cellulosic residues from crops or wood. It is used in the United States as a gasoline octane enhancer and
oxygenate.
“feedstocks” refers to crude oil and partially refined petroleum products that are processed and blended
into refined products.
“FCC” refers to fluid catalytic cracking.
“FCU” refers to fluid coking unit.
"GAAP" refers to U.S. generally accepted accounting principles developed by the Financial Accounting
Standards Board for nongovernmental entities.
“GHG” refers to greenhouse gas.
“Group I base oils or lubricants” refers to conventionally refined products characterized by sulfur content
less than 0.03% with a viscosity index between 80 and 120. Typically, these products are used in a variety of
automotive and industrial applications.
“heavy crude oil” refers to a relatively inexpensive crude oil with a low API gravity characterized by high
relative density and viscosity. Heavy crude oils require greater levels of processing to produce high value products
such as gasoline and diesel.
“IPO” refers to the initial public offering of PBF Energy’s Class A common stock which closed on December
18, 2012.
"J. Aron" refers to J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc.
“KV” refers to Kilovolts.
"LCM" refers to a GAAP requirement for inventory to be valued at the lower of cost or market.
“light crude oil” refers to a relatively expensive crude oil with a high API gravity characterized by low
relative density and viscosity. Light crude oils require lower levels of processing to produce high value products
such as gasoline and diesel.
“light products” refers to the group of refined products with lower boiling temperatures, including gasoline
and distillates.
“light-heavy differential” refers to the price difference between light crude oil and heavy crude oil.
"LLS" refers to Light Louisiana Sweet benchmark for crude oil reflective of Gulf coast economics for light
sweet domestic and foreign crudes.
“LPG” refers to liquefied petroleum gas.
“Maya” refers to Maya crude oil, a heavy, sour crude oil characterized by an API gravity of approximately
22° and a sulfur content of approximately 3.3 weight percent that is used as a benchmark for other heavy crude
oils.
“MLP” refers to master limited partnership.
“MMbbls” refers to an abbreviation for million barrels.
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“MMBTU” refers to million British thermal units.
“MMSCFD” refers to million standard cubic feet per day.
"MOEM Pipeline" refers to a pipeline that originates at a terminal in Empire, Louisiana approximately
30 miles north of the mouth of the Mississippi River. The MOEM Pipeline is 14 inches in diameter, 54 miles long
and transports crude from South Louisiana to Chalmette Refining, L.L.C. The MOEM Pipeline transports Heavy
Louisiana Sweet (HLS) and South Louisiana Intermediate (SLI) crude.
“MSCG” refers to Morgan Stanley Capital Group Inc.
“MW” refers to Megawatt.
“Nelson Complexity Index” refers to the complexity of an oil refinery as measured by the Nelson
Complexity Index, which is calculated on an annual basis by the Oil and Gas Journal. The Nelson Complexity
Index assigns a complexity factor to each major piece of refinery equipment based on its complexity and cost in
comparison to crude distillation, which is assigned a complexity factor of 1.0. The complexity of each piece of
refinery equipment is then calculated by multiplying its complexity factor by its throughput ratio as a percentage
of crude distillation capacity. Adding up the complexity values assigned to each piece of equipment, including
crude distillation, determines a refinery’s complexity on the Nelson Complexity Index. A refinery with a complexity
of 10.0 on the Nelson Complexity Index is considered ten times more complex than crude distillation for the same
amount of throughput.
“NYH” refers to the New York Harbor market value of petroleum products.
“NYMEX” refers to the New York Mercantile Exchange.
"NYSE" refers to the New York Stock Exchange.
"PADD" refers to Petroleum Administration for Defense Districts.
“Platts” refers to Platts, a division of The McGraw-Hill Companies.
“PPM” refers to parts per million.
"RINS" refers to renewable fuel credits required for compliance with the Renewable Fuels Standard.
“refined products” refers to petroleum products, such as gasoline, diesel and jet fuel, that are produced by
a refinery.
“sour crude oil” refers to a crude oil that is relatively high in sulfur content, requiring additional processing
to remove the sulfur. Sour crude oil is typically less expensive than sweet crude oil.
“Saudi Aramco” refers to Saudi Arabian Oil Company.
“Statoil” refers to Statoil Marketing and Trading (US) Inc.
“Sunoco” refers to Sunoco, Inc. (R&M).
“sweet crude oil” refers to a crude oil that is relatively low in sulfur content, requiring less processing to
remove the sulfur than sour crude oil. Sweet crude oil is typically more expensive than sour crude oil.
“Syncrude” refers to a blend of Canadian synthetic oil, a light, sweet crude oil, typically characterized by
API gravity between 30° and 32° and a sulfur content of approximately 0.1-0.2 weight percent.
“throughput” refers to the volume processed through a unit or refinery.
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“turnaround” refers to a periodically required shutdown and comprehensive maintenance event to refurbish
and maintain a refinery unit or units that involves the inspection of such units and occurs generally on a periodic
cycle.
“ULSD” refers to ultra-low-sulfur diesel.
“Valero” refers to Valero Energy Corporation.
“WCS” refers to Western Canadian Select, a heavy, sour crude oil blend typically characterized by API
gravity between 20° and 22° and a sulfur content of approximately 3.5 weight percent that is used as a benchmark
for heavy Western Canadian crude oil.
“WTI” refers to West Texas Intermediate crude oil, a light, sweet crude oil, typically characterized by API
gravity between 38° and 40° and a sulfur content of approximately 0.3 weight percent that is used as a benchmark
for other crude oils.
“WTS” refers to West Texas Sour crude oil, a sour crude oil characterized by API gravity between 30° and
33° and a sulfur content of approximately 1.28 weight percent that is used as a benchmark for other sour crude
oils.
“yield” refers to the percentage of refined products that is produced from crude oil and other feedstocks.
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ITEM 1A. RISK FACTORS
Risks Relating to Our Business and Industry
You should carefully read the risks and uncertainties described below. The risks and uncertainties described
below are not the only ones facing our company. Additional risks and uncertainties may also impair our business
operations. If any of the following risks actually occur, our business, financial condition, results of operations or
cash flows would likely suffer. In that case, the trading price of our Class A common stock could fall.
The price volatility of crude oil, other feedstocks, blendstocks, refined products and fuel and utility services
may have a material adverse effect on our revenues, profitability, cash flows and liquidity.
Our revenues, profitability, cash flows and liquidity from operations depend primarily on the margin above
operating expenses (including the cost of refinery feedstocks, such as crude oil, intermediate partially refined
petroleum products, and natural gas liquids that are processed and blended into refined products) at which we are
able to sell refined products. Refining is primarily a margin-based business and, to increase profitability, it is
important to maximize the yields of high value finished products while minimizing the costs of feedstock and
operating expenses. When the margin between refined product prices and crude oil and other feedstock costs
contracts, our earnings, profitability and cash flows are negatively affected. Refining margins historically have
been volatile, and are likely to continue to be volatile, as a result of a variety of factors, including fluctuations in
the prices of crude oil, other feedstocks, refined products and fuel and utility services. An increase or decrease in
the price of crude oil will likely result in a similar increase or decrease in prices for refined products; however,
there may be a time lag in the realization, or no such realization, of the similar increase or decrease in prices for
refined products. The effect of changes in crude oil prices on our refining margins therefore depends in part on
how quickly and how fully refined product prices adjust to reflect these changes.
In addition, the nature of our business requires us to maintain substantial crude oil, feedstock and refined
product inventories. Because crude oil, feedstock and refined products are commodities, we have no control over
the changing market value of these inventories. Our crude oil, feedstock and refined product inventories are valued
at the lower of cost or market value under the last-in-first-out (“LIFO”) inventory valuation methodology. If the
market value of our crude oil, feedstock and refined product inventory declines to an amount less than our LIFO
cost, we would record a write-down of inventory and a non-cash charge to cost of sales. For example, during the
year ended December 31, 2015, the Company recorded an adjustment to value its inventories to the lower of cost
or market which decreased operating income and net income by $427.2 million and $258.0 million, respectively,
reflecting the net change in the lower of cost or market inventory reserve from $690.1 million at December 31,
2014 to $1,117.3 million at December 31, 2015.
Prices of crude oil, other feedstocks, blendstocks, and refined products depend on numerous factors beyond
our control, including the supply of and demand for crude oil, other feedstocks, gasoline, diesel, ethanol, asphalt
and other refined products. Such supply and demand are affected by a variety of economic, market, environmental
and political conditions.
Our direct operating expense structure also impacts our profitability. Our major direct operating expenses
include employee and contract labor, maintenance and energy. Our predominant variable direct operating cost is
energy, which is comprised primarily of fuel and other utility services. The volatility in costs of fuel, principally
natural gas, and other utility services, principally electricity, used by our refineries and other operations affect our
operating costs. Fuel and utility prices have been, and will continue to be, affected by factors outside our control,
such as supply and demand for fuel and utility services in both local and regional markets. Natural gas prices have
historically been volatile and, typically, electricity prices fluctuate with natural gas prices. Future increases in fuel
and utility prices may have a negative effect on our refining margins, profitability and cash flows.
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Our profitability is affected by crude oil differentials and related factors, which fluctuate substantially.
A significant portion of our profitability is derived from the ability to purchase and process crude oil
feedstocks that historically have been cheaper than benchmark crude oils, such as the heavy, sour crude oils
processed at our Delaware City, Paulsboro and Chalmette refineries. For our Toledo refinery, historically crude
prices have been slightly above the WTI benchmark, however, that premium to WTI typically results in favorable
refinery production yield. For all locations, these crude oil differentials can vary significantly from quarter to
quarter depending on overall economic conditions and trends and conditions within the markets for crude oil and
refined products. Any change in these crude oil differentials may have an impact on our earnings. Our rail investment
and strategy to acquire cost advantaged Mid-Continent and Canadian crude, which are priced based on WTI, could
be adversely affected when the Dated Brent/WTI or related differential narrows. For example, the WTI/WCS
differential, a proxy for the difference between light U.S. and heavy Canadian crudes, has decreased from $19.45
per barrel in 2014 to $11.87 per barrel for the year ended December 31, 2015, however, this decrease may not be
indicative of the differential going forward. Moreover, a further narrowing of the light-heavy differential may
reduce our refining margins and adversely affect our profitability and earnings. In addition, while our Toledo
refinery benefits from a widening of the Dated Brent/WTI differential, a narrowing of this differential may result
in our Toledo refinery losing a portion of its crude price advantage over certain of our competitors, which negatively
impacts our profitability. This applies as well to our East Coast strategy of delivering crude by rail, which has been
unfavorably impacted by narrowing Dated Brent/WTI differentials during 2015 and our rail related commitments.
Divergent views have been expressed as to the expected magnitude of changes to these crude differentials in future
periods. Any further or continued narrowing of these differentials could have a material adverse effect on our
business and profitability.
The recent repeal of the crude oil export ban in the United States may affect our profitability.
In December 2015, the United States Congress passed and the President signed the 2016 Omnibus
Appropriations bill which included a repeal of the ban on the export of crude oil produced in the United States.
The crude export ban was established by the Energy Policy and Conservation Act in 1975 to reduce reliance on
foreign oil producing countries. While there are differing views on the magnitude of the impact of lifting the crude
export ban on crude oil prices, most economists believe the export ban repeal will lead to higher crude oil prices
and in turn higher gasoline prices in the United States. Crude oil is our most significant input cost and there is no
guaranty that increases in our crude oil costs will be offset by corresponding increases in the selling prices of our
refined products. As a result, an increase in crude oil prices resulting from the repeal of the crude oil export ban
may reduce our profitability.
Our recent historical earnings have been concentrated and may continue to be concentrated in the future.
Our four refineries have similar throughput capacity, however, favorable market conditions due to, among
other things, geographic location, crude and refined product slates, and customer demand, may cause an individual
refinery to contribute more significantly to our earnings than others for a period of time. For example, our Toledo,
Ohio refinery in the past has produced a substantial portion of our earnings. As a result, if there were a significant
disruption to operations at this refinery, our earnings could be materially adversely affected (to the extent not
recoverable through insurance) disproportionately to Toledo’s portion of our consolidated throughput. The Toledo
refinery, or one of our other refineries, may continue to disproportionately affect our results of operations in the
future. Any prolonged disruption to the operations of such refinery, whether due to labor difficulties, destruction
of or damage to such facilities, severe weather conditions, interruption of utilities service or other reasons, could
have a material adverse effect on our business, results of operations or financial condition.
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A significant interruption or casualty loss at any of our refineries and related assets could reduce our production,
particularly if not fully covered by our insurance. Failure by one or more insurers to honor its coverage
commitments for an insured event could materially and adversely affect our future cash flows, operating results
and financial condition.
Our business currently consists of owning and operating four refineries and related assets. As a result, our
operations could be subject to significant interruption if any of our refineries were to experience a major accident,
be damaged by severe weather or other natural disaster, or otherwise be forced to shut down or curtail production
due to unforeseen events, such as acts of God, nature, orders of governmental authorities, supply chain disruptions
impacting our crude rail facilities or other logistical assets, power outages, acts of terrorism, fires, toxic emissions
and maritime hazards. Any such shutdown or disruption would reduce the production from that refinery. There is
also risk of mechanical failure and equipment shutdowns both in general and following unforeseen events. Further,
in such situations, undamaged refinery processing units may be dependent on or interact with damaged sections
of our refineries and, accordingly, are also subject to being shut down. In the event any of our refineries is forced
to shut down for a significant period of time, it would have a material adverse effect on our earnings, our other
results of operations and our financial condition as a whole.
As protection against these hazards, we maintain insurance coverage against some, but not all, such potential
losses and liabilities. We may not be able to maintain or obtain insurance of the type and amount we desire at
reasonable rates. As a result of market conditions, premiums and deductibles for certain of our insurance policies
may increase substantially. In some instances, certain insurance could become unavailable or available only for
reduced amounts of coverage. For example, coverage for hurricane damage can be limited, and coverage for
terrorism risks can include broad exclusions. If we were to incur a significant liability for which we were not fully
insured, it could have a material adverse effect on our financial position.
Our insurance program includes a number of insurance carriers. Significant disruptions in financial markets
could lead to a deterioration in the financial condition of many financial institutions, including insurance companies
and, therefore, we may not be able to obtain the full amount of our insurance coverage for insured events.
Our refineries are subject to interruptions of supply and distribution as a result of our reliance on pipelines
and railroads for transportation of crude oil and refined products.
Over the past few years, we expanded and upgraded existing on-site railroad infrastructure at our Delaware
City refinery, which significantly increased our capacity to unload crude by rail. Currently, the majority of the
crude delivered to this facility is consumed at our Delaware City refinery, although we also transport some of the
crude delivered by rail from Delaware City via barge to our Paulsboro refinery. The Delaware City rail unloading
facilities allow our East Coast refineries to source WTI-based crudes from Western Canada and the Mid-Continent,
which can provide significant cost advantages versus traditional Brent-based international crudes. Any disruptions
or restrictions to our supply of crude by rail due to problems with third party logistics infrastructure or operations
or as a result of increased regulations, could increase our crude costs and negatively impact our results of operations
and cash flows.
Our Toledo refinery receives a substantial portion of its crude oil and delivers a portion of its refined products
through pipelines. The Enbridge system is our primary supply route for crude oil from Canada, the Bakken region
and Michigan, and supplies approximately 55% to 65% of the crude oil used at our Toledo refinery. In addition,
we source domestic crude oil through our connections to the Capline and Mid-Valley pipelines. We also distribute
a portion of our transportation fuels through pipelines owned and operated by Sunoco Logistics Partners L.P. and
Buckeye Partners L.P. We could experience an interruption of supply or delivery, or an increased cost of receiving
crude oil and delivering refined products to market, if the ability of these pipelines to transport crude oil or refined
products is disrupted because of accidents, weather interruptions, governmental regulation, terrorism, other third
party action or casualty or other events.
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Our Chalmette refinery, located on the Mississippi River, sources approximately 50% of its crude oil and
feedstocks via marine terminals and approximately 50% via pipelines. The Chalmette refinery distributes
approximately 80% of its refined products through the Collins Pipeline, 15% through marine terminals and 5%
through its truck rack. As with our other refineries, any interruption of supply or deliver or other issues with
logistical assets, or an increased cost of receiving crude oil and delivering refined products to market could
negatively impact our results of operations and cash flows.
In addition, due to the common carrier regulatory obligation applicable to interstate oil pipelines, capacity
is prorated among shippers in accordance with the tariff then in effect in the event there are nominations in excess
of capacity. Therefore, nominations by new shippers or increased nominations by existing shippers may reduce
the capacity available to us. Any prolonged interruption in the operation or curtailment of available capacity of
the pipelines that we rely upon for transportation of crude oil and refined products could have a further material
adverse effect on our business, financial condition, results of operations and cash flows.
We may have capital needs for which our internally generated cash flows and other sources of liquidity may
not be adequate.
If we cannot generate sufficient cash flows or otherwise secure sufficient liquidity to support our short-term
and long-term capital requirements, we may not be able to meet our payment obligations or our future debt
obligations, comply with certain deadlines related to environmental regulations and standards, or pursue our
business strategies, including acquisitions, in which case our operations may not perform as we currently expect.
We have substantial short-term capital needs and may have substantial long term capital needs. Our short-term
working capital needs are primarily related to financing certain of our refined products inventory not covered by
our various supply and Inventory Intermediation Agreements. We terminated our supply agreement with Statoil
for our Delaware City refinery effective December 31, 2015 and our MSCG offtake agreements for our Paulsboro
and Delaware City refineries effective July 1, 2013. Concurrent with the termination of our MSCG offtake
agreements, we entered into Inventory Intermediation Agreements with J. Aron at our Paulsboro and Delaware
City refineries. Pursuant to the Inventory Intermediation Agreements, J. Aron purchases and holds title to certain
of the intermediate and finished products produced by the Delaware City and Paulsboro refineries and delivered
into the tanks at the refineries (or at other locations outside of the refineries as agreed upon by both parties).
Furthermore, J. Aron agrees to sell the intermediate and finished products back to us as they are discharged out of
the refineries' tanks (or other locations outside of the refineries as agreed upon by both parties). On May 29, 2015,
PBF Holding entered into amended and restated inventory intermediation agreements with J. Aron pursuant to
which certain terms of the existing inventory intermediation agreements were amended, including, among other
things, pricing and an extension of the term for a period of two years from the original expiry date of July 1, 2015,
subject to certain early termination rights. In addition, the A&R Intermediation Agreements include one-year
renewal clauses by mutual consent of both parties. We market and sell the finished products independently to third
parties.
If we cannot adequately handle our crude oil and feedstock requirements or if we are required to obtain our
crude oil supply at our other refineries without the benefit of the existing supply arrangements or the applicable
counterparty defaults in its obligations, our crude oil pricing costs may increase as the number of days between
when we pay for the crude oil and when the crude oil is delivered to us increases. Termination of our A&R
Intermediation Agreements with J. Aron would require us to finance our refined products inventory covered by
the agreements at terms that may not be as favorable. Additionally, we are obligated to repurchase from J. Aron
all volumes of products located at the refineries’ storage tanks (or at other locations outside of the refineries as
agreed upon by both parties) upon termination of these agreements, which may have a material adverse impact on
our working capital and financial condition. Further, if we are not able to market and sell our finished products to
credit worthy customers, we may be subject to delays in the collection of our accounts receivable and exposure to
additional credit risk. Such increased exposure could negatively impact our liquidity due to our increased working
capital needs as a result of the increase in the amount of crude oil inventory and accounts receivable we would
have to carry on our balance sheet. Our long-term needs for cash include those to support ongoing capital
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expenditures for equipment maintenance and upgrades during turnarounds at our refineries and to complete our
routine and normally scheduled maintenance, regulatory and security expenditures.
In addition, from time to time, we are required to spend significant amounts for repairs when one or more
processing units experiences temporary shutdowns. We continue to utilize significant capital to upgrade equipment,
improve facilities, and reduce operational, safety and environmental risks. In connection with the Paulsboro
acquisition, we assumed certain significant environmental obligations, and may similarly do so in future
acquisitions. We will likely incur substantial compliance costs in connection with new or changing environmental,
health and safety regulations. See “Item 7. Management’s Discussion and Analysis of Financial Condition.” Our
liquidity condition will affect our ability to satisfy any and all of these needs or obligations.
We may not be able to obtain funding on acceptable terms or at all because of volatility and uncertainty in the
credit and capital markets. This may hinder or prevent us from meeting our future capital needs.
Global financial markets and economic conditions have been, and may continue to be, subject to disruption
and volatile due to a variety of factors, including uncertainty in the financial services sector, low consumer
confidence, falling commodity prices, geopolitical issues and the generally weak economic conditions. In addition,
the fixed income markets have experienced periods of extreme volatility that have negatively impacted market
liquidity conditions. As a result, the cost of raising money in the debt and equity capital markets has increased
substantially at times while the availability of funds from those markets diminished significantly. In particular, as
a result of concerns about the stability of financial markets generally and the solvency of lending counterparties
specifically, the cost of obtaining money from the credit markets may increase as many lenders and institutional
investors increase interest rates, enact tighter lending standards, refuse to refinance existing debt on similar terms
or at all and reduce or, in some cases, cease to provide funding to borrowers. Due to these factors, we cannot be
certain that new debt or equity financing will be available on acceptable terms. If funding is not available when
needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due.
Moreover, without adequate funding, we may be unable to execute our growth strategy, complete future acquisitions,
take advantage of other business opportunities or respond to competitive pressures, any of which could have a
material adverse effect on our revenues and results of operations.
Competition from companies who produce their own supply of feedstocks, have extensive retail outlets, make
alternative fuels or have greater financial and other resources than we do could materially and adversely affect
our business and results of operations.
Our refining operations compete with domestic refiners and marketers in regions of the United States in
which we operate, as well as with domestic refiners in other regions and foreign refiners that import products into
the United States. In addition, we compete with other refiners, producers and marketers in other industries that
supply their own renewable fuels or alternative forms of energy and fuels to satisfy the requirements of our industrial,
commercial and individual consumers. Certain of our competitors have larger and more complex refineries, and
may be able to realize lower per-barrel costs or higher margins per barrel of throughput. Several of our principal
competitors are integrated national or international oil companies that are larger and have substantially greater
resources than we do and access to proprietary sources of controlled crude oil production. Unlike these competitors,
we obtain substantially all of our feedstocks from unaffiliated sources. We are not engaged in the petroleum
exploration and production business and therefore do not produce any of our crude oil feedstocks. We do not have
a retail business and therefore are dependent upon others for outlets for our refined products. Because of their
integrated operations and larger capitalization, these companies may be more flexible in responding to volatile
industry or market conditions, such as shortages of crude oil supply and other feedstocks or intense price
fluctuations.
Newer or upgraded refineries will often be more efficient than our refineries, which may put us at a
competitive disadvantage. We have taken significant measures to maintain our refineries including the installation
of new equipment and redesigning older equipment to improve our operations. However, these actions involve
31
significant uncertainties, since upgraded equipment may not perform at expected throughput levels, the yield and
product quality of new equipment may differ from design specifications and modifications may be needed to correct
equipment that does not perform as expected. Any of these risks associated with new equipment, redesigned older
equipment or repaired equipment could lead to lower revenues or higher costs or otherwise have an adverse effect
on future results of operations and financial condition. Over time, our refineries may become obsolete, or be unable
to compete, because of the construction of new, more efficient facilities by our competitors.
Any political instability, military strikes, sustained military campaigns, terrorist activity, or changes in foreign
policy could have a material adverse effect on our business, results of operations and financial condition.
Any political instability, military strikes, sustained military campaigns, terrorist activity, or changes in
foreign policy in areas or regions of the world where we acquire crude oil and other raw materials or sell our refined
petroleum products may affect our business in unpredictable ways, including forcing us to increase security
measures and causing disruptions of supplies and distribution markets. We may also be subject to United States
trade and economic sanctions laws, which change frequently as a result of foreign policy developments, and which
may necessitate changes to our crude oil acquisition activities. Further, like other industrial companies, our facilities
may be the target of terrorist activities. Any act of war or terrorism that resulted in damage to any of our refineries
or third-party facilities upon which we are dependent for our business operations could have a material adverse
effect on our business, results of operations and financial condition.
Economic turmoil in the global financial system has had and may in the future have an adverse impact on the
refining industry.
Our business and profitability are affected by the overall level of demand for our products, which in turn is
affected by factors such as overall levels of economic activity and business and consumer confidence and spending.
Declines in global economic activity and consumer and business confidence and spending during the recent global
downturn significantly reduced the level of demand for our products. Reduced demand for our products has had
and may continue to have an adverse impact on our business, financial condition, results of operations and cash
flows. In addition, downturns in the economy impact the demand for refined fuels and, in turn, result in excess
refining capacity. Refining margins are impacted by changes in domestic and global refining capacity, as increases
in refining capacity can adversely impact refining margins, earnings and cash flows.
Our business is indirectly exposed to risks faced by our suppliers, customers and other business partners.
The impact on these constituencies of the risks posed by economic turmoil in the global financial system have
included or could include interruptions or delays in the performance by counterparties to our contracts, reductions
and delays in customer purchases, delays in or the inability of customers to obtain financing to purchase our
products and the inability of customers to pay for our products. Any of these events may have an adverse impact
on our business, financial condition, results of operations and cash flows.
We must make substantial capital expenditures on our operating facilities to maintain their reliability and
efficiency. If we are unable to complete capital projects at their expected costs and/or in a timely manner, or if
the market conditions assumed in our project economics deteriorate, our financial condition, results of
operations or cash flows could be materially and adversely affected.
Delays or cost increases related to capital spending programs involving engineering, procurement and
construction of new facilities (or improvements and repairs to our existing facilities and equipment) could adversely
affect our ability to achieve targeted internal rates of return and operating results. Such delays or cost increases
may arise as a result of unpredictable factors in the marketplace, many of which are beyond our control, including:
• denial or delay in obtaining regulatory approvals and/or permits;
• unplanned increases in the cost of construction materials or labor;
• disruptions in transportation of modular components and/or construction materials;
32
•
severe adverse weather conditions, natural disasters or other events (such as equipment malfunctions,
explosions, fires or spills) affecting our facilities, or those of vendors and suppliers;
shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages;
•
• market-related increases in a project’s debt or equity financing costs; and/or
• non-performance or force majeure by, or disputes with, vendors, suppliers, contractors or sub-contractors
involved with a project.
Our refineries contain many processing units, a number of which have been in operation for many years.
Equipment, even if properly maintained, may require significant capital expenditures and expenses to keep it
operating at optimum efficiency. One or more of the units may require unscheduled downtime for unanticipated
maintenance or repairs that are more frequent than our scheduled turnarounds for such units. Scheduled and
unscheduled maintenance could reduce our revenues during the period of time that the units are not operating.
Our forecasted internal rates of return are also based upon our projections of future market fundamentals,
which are not within our control, including changes in general economic conditions, available alternative supply
and customer demand. Any one or more of these factors could have a significant impact on our business. If we
were unable to make up the delays associated with such factors or to recover the related costs, or if market conditions
change, it could materially and adversely affect our financial position, results of operations or cash flows.
Acquisitions that we may undertake in the future involve a number of risks, any of which could cause us not
to realize the anticipated benefits.
We may not be successful in acquiring additional assets, and any acquisitions that we do consummate may
not produce the anticipated benefits or may have adverse effects on our business and operating results. We may
selectively consider strategic acquisitions in the future within the refining and mid-stream sector based on
performance through the cycle, advantageous access to crude oil supplies, attractive refined products market
fundamentals and access to distribution and logistics infrastructure. Our ability to do so will be dependent upon a
number of factors, including our ability to identify acceptable acquisition candidates, consummate acquisitions on
acceptable terms, successfully integrate acquired assets and obtain financing to fund acquisitions and to support
our growth and many other factors beyond our control. Risks associated with acquisitions include those relating
to the diversion of management time and attention from our existing business, liability for known or unknown
environmental conditions or other contingent liabilities and greater than anticipated expenditures required for
compliance with environmental, safety or other regulatory standards or for investments to improve operating results,
and the incurrence of additional indebtedness to finance acquisitions or capital expenditures relating to acquired
assets. We may also enter into transition services agreements in the future with sellers of any additional refineries
we acquire. Such services may not be performed timely and effectively, and any significant disruption in such
transition services or unanticipated costs related to such services could adversely affect our business and results
of operations. In addition, it is likely that, when we acquire refineries, we will not have access to the type of
historical financial information that we will require regarding the prior operation of the refineries. As a result, it
may be difficult for investors to evaluate the probable impact of significant acquisitions on our financial performance
until we have operated the acquired refineries for a substantial period of time.
Our business may suffer if any of our senior executives or other key employees discontinues employment with
us. Furthermore, a shortage of skilled labor or disruptions in our labor force may make it difficult for us to
maintain labor productivity.
Our future success depends to a large extent on the services of our senior executives and other key employees.
Our business depends on our continuing ability to recruit, train and retain highly qualified employees in all areas
of our operations, including engineering, accounting, business operations, finance and other key back-office and
mid-office personnel. Furthermore, our operations require skilled and experienced employees with proficiency in
multiple tasks. The competition for these employees is intense, and the loss of these executives or employees could
harm our business. If any of these executives or other key personnel resigns or becomes unable to continue in his
or her present role and is not adequately replaced, our business operations could be materially adversely affected.
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A portion of our workforce is unionized, and we may face labor disruptions that would interfere with our
operations.
At Delaware City, Toledo and Chalmette, most hourly employees are covered by a collective bargaining
agreement through the United Steel Workers ("USW"). The agreements with the USW covering Delaware City
and Toledo are scheduled to expire in February 2018 while the agreement with the USW covering Chalmette is
scheduled to expire in January 2019. Similarly, at Paulsboro hourly employees are represented by the Independent
Oil Workers ("IOW") under a contract scheduled to expire in March 2018. Future negotiations after 2018 may
result in labor unrest for which a strike or work stoppage is possible. Strikes and/or work stoppages could negatively
affect our operational and financial results and may increase operating expenses at the refineries.
Our hedging activities may limit our potential gains, exacerbate potential losses and involve other risks.
We may enter into commodity derivatives contracts to hedge our crude price risk or crack spread risk with
respect to a portion of our expected gasoline and distillate production on a rolling basis. Consistent with that policy
we may hedge some percentage of future crude supply. We may enter into hedging arrangements with the intent
to secure a minimum fixed cash flow stream on the volume of products hedged during the hedge term and to protect
against volatility in commodity prices. Our hedging arrangements may fail to fully achieve these objectives for a
variety of reasons, including our failure to have adequate hedging arrangements, if any, in effect at any particular
time and the failure of our hedging arrangements to produce the anticipated results. We may not be able to procure
adequate hedging arrangements due to a variety of factors. Moreover, such transactions may limit our ability to
benefit from favorable changes in crude oil and refined product prices. In addition, our hedging activities may
expose us to the risk of financial loss in certain circumstances, including instances in which:
•
the volumes of our actual use of crude oil or production of the applicable refined products is less than the
volumes subject to the hedging arrangement;
• accidents, interruptions in feedstock transportation, inclement weather or other events cause unscheduled
shutdowns or otherwise adversely affect our refineries, or those of our suppliers or customers;
• changes in commodity prices have a material impact on collateral and margin requirements under our
hedging arrangements, resulting in us being subject to margin calls;
the counterparties to our futures contracts fail to perform under the contracts; or
•
• a sudden, unexpected event materially impacts the commodity or crack spread subject to the hedging
arrangement.
As a result, the effectiveness of our hedging strategy could have a material impact on our financial results.
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Quantitative and Qualitative Disclosures About Market Risk.”
In addition, these hedging activities involve basis risk. Basis risk in a hedging arrangement occurs when
the price of the commodity we hedge is more or less variable than the index upon which the hedged commodity
is based, thereby making the hedge less effective. For example, a NYMEX index used for hedging certain volumes
of our crude oil or refined products may have more or less variability than the cost or price for such crude oil or
refined products. We may not hedge the basis risk inherent in our hedging arrangements and derivative contracts.
Our commodity derivative activities could result in period-to-period earnings volatility.
We do not apply hedge accounting to all of our commodity derivative contracts and, as a result, unrealized
gains and losses will be charged to our earnings based on the increase or decrease in the market value of such
unsettled positions. These gains and losses may be reflected in our income statement in periods that differ from
when the underlying hedged items (i.e., gross margins) are reflected in our income statement. Such derivative gains
or losses in earnings may produce significant period-to-period earnings volatility that is not necessarily reflective
of our underlying operational performance.
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The adoption of derivatives legislation by the United States Congress could have an adverse effect on our ability
to use derivatives contracts to reduce the effect of commodity price, interest rate and other risks associated with
our business.
The United States Congress in 2010 adopted the Dodd-Frank Wall Street Reform and Consumer Protection
Act, or the Dodd-Frank Act, which, among other things, established federal oversight and regulation of the over-
the-counter derivatives market and entities that participate in that market. In connection with the Dodd-Frank Act,
the Commodity Futures Trading Commission, or the CFTC, has proposed rules to set position limits for certain
futures and option contracts, and for swaps that are their economic equivalent, in the major energy markets. The
legislation may also require us to comply with margin requirements and with certain clearing and trade-execution
requirements if we do not satisfy certain specific exceptions. The legislation may also require the counterparties
to our derivatives contracts to transfer or assign some of their derivatives contracts to a separate entity, which may
not be as creditworthy as the current counterparty. The legislation and any new regulations could significantly
increase the cost of derivatives contracts (including through requirements to post collateral), materially alter the
terms of derivatives contracts, reduce the availability of derivatives to protect against risks we encounter, reduce
our ability to monetize or restructure our existing derivatives contracts, and increase our exposure to less
creditworthy counterparties. If we reduce our use of derivatives as a result of the legislation and regulations, our
results of operations may become more volatile and our cash flows may be less predictable, which could adversely
affect our ability to plan for and fund capital expenditures. Any of these consequences could have a material adverse
effect on us, our financial condition and our results of operations.
Our operations could be disrupted if our critical information systems are hacked or fail, causing increased
expenses and loss of sales.
Our business is highly dependent on financial, accounting and other data processing systems and other
communications and information systems, including our enterprise resource planning tools. We process a large
number of transactions on a daily basis and rely upon the proper functioning of computer systems. If a key system
was hacked or otherwise interfered with by an unauthorized access, or was to fail or experience unscheduled
downtime for any reason, even if only for a short period, our operations and financial results could be affected
adversely. Our systems could be damaged or interrupted by a security breach, cyber-attack, fire, flood, power loss,
telecommunications failure or similar event. We have a formal disaster recovery plan in place, but this plan may
not prevent delays or other complications that could arise from an information systems failure. Further, our business
interruption insurance may not compensate us adequately for losses that may occur. Finally, federal legislation
relating to cyber-security threats could impose additional requirements on our operations.
Product liability claims and litigation could adversely affect our business and results of operations.
Product liability is a significant commercial risk. Substantial damage awards have been made in certain
jurisdictions against manufacturers and resellers based upon claims for injuries and property damage caused by
the use of or exposure to various products. Failure of our products to meet required specifications or claims that
a product is inherently defective could result in product liability claims from our shippers and customers, and also
arise from contaminated or off-specification product in commingled pipelines and storage tanks and/or defective
fuels. Product liability claims against us could have a material adverse effect on our business or results of operations.
We may incur significant liability under, or costs and capital expenditures to comply with, environmental and
health and safety regulations, which are complex and change frequently.
Our operations are subject to federal, state and local laws regulating, among other things, the handling of
petroleum and other regulated materials, the emission and discharge of materials into the environment, waste
management, and remediation of discharges of petroleum and petroleum products, characteristics and composition
of gasoline and distillates and other matters otherwise relating to the protection of the environment. Our operations
are also subject to extensive laws and regulations relating to occupational health and safety.
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We cannot predict what additional environmental, health and safety legislation or regulations may be adopted
in the future, or how existing or future laws or regulations may be administered or interpreted with respect to our
operations. Many of these laws and regulations are becoming increasingly stringent, and the cost of compliance
with these requirements can be expected to increase over time.
Certain environmental laws impose strict, and in certain circumstances, joint and several, liability for costs
of investigation and cleanup of such spills, discharges or releases on owners and operators of, as well as persons
who arrange for treatment or disposal of regulated materials at, contaminated sites. Under these laws, we may
incur liability or be required to pay penalties for past contamination, and third parties may assert claims against
us for damages allegedly arising out of any past or future contamination. The potential penalties and clean-up costs
for past or future releases or spills, the failure of prior owners of our facilities to complete their clean-up obligations,
the liability to third parties for damage to their property, or the need to address newly-discovered information or
conditions that may require a response could be significant, and the payment of these amounts could have a material
adverse effect on our business, financial condition and results of operations.
Environmental clean-up and remediation costs of our sites and environmental litigation could decrease our net
cash flow, reduce our results of operations and impair our financial condition.
We are subject to liability for the investigation and clean-up of environmental contamination at each of the
properties that we own or operate and at off-site locations where we arrange for the treatment or disposal of regulated
materials. We may become involved in future litigation or other proceedings. If we were to be held responsible for
damages in any litigation or proceedings, such costs may not be covered by insurance and may be material. Historical
soil and groundwater contamination has been identified at each of our refineries. Currently, remediation projects
are underway in accordance with regulatory requirements at the Paulsboro, Delaware City and Chalmette refineries.
In connection with the acquisitions of our refineries, the prior owners have retained certain liabilities or indemnified
us for certain liabilities, including those relating to pre-acquisition soil and groundwater conditions, and in some
instances we have assumed certain liabilities and environmental obligations, including certain existing and potential
remediation obligations at the Paulsboro and Chalmette refineries. If the prior owners fail to satisfy their obligations
for any reason, or if significant liabilities arise in the areas in which we assumed liability, we may become responsible
for remediation expenses and other environmental liabilities, which could have a material adverse effect on our
financial condition. As a result, in addition to making capital expenditures or incurring other costs to comply with
environmental laws, we also may be liable for significant environmental litigation or for investigation and
remediation costs and other liabilities arising from the ownership or operation of these assets by prior owners,
which could materially adversely affect our financial condition, results of operations and cash flow. See “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual
Obligations and Commitments” and “Item 1. Business—Environmental, Health and Safety Matters.”
We may also face liability arising from current or future claims alleging personal injury or property damage
due to exposure to chemicals or other regulated materials, such as asbestos, benzene, silica dust and petroleum
hydrocarbons, at or from our facilities. We may also face liability for personal injury, property damage, natural
resource damage or clean-up costs for the alleged migration of contamination from our properties. A significant
increase in the number or success of these claims could materially adversely affect our financial condition, results
of operations and cash flow.
Regulation of emissions of greenhouse gases could force us to incur increased capital and operating costs and
could have a material adverse effect on our results of operations and financial condition.
Both houses of Congress have actively considered legislation to reduce emissions of greenhouse gases
("GHGs"), such as carbon dioxide and methane, including proposals to: (i) establish a cap and trade system,
(ii) create a federal renewable energy or “clean” energy standard requiring electric utilities to provide a certain
percentage of power from such sources, and (iii) create enhanced incentives for use of renewable energy and
increased efficiency in energy supply and use. In addition, the EPA is taking steps to regulate GHGs under the
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existing federal Clean Air Act (the "CAA"). The EPA has already adopted regulations limiting emissions of GHGs
from motor vehicles, addressing the permitting of GHG emissions from stationary sources, and requiring the
reporting of GHG emissions from specified large GHG emission sources, including refineries. These and similar
regulations could require us to incur costs to monitor and report GHG emissions or reduce emissions of GHGs
associated with our operations. In addition, various states, individually as well as in some cases on a regional basis,
have taken steps to control GHG emissions, including adoption of GHG reporting requirements, cap and trade
systems and renewable portfolio standards. Efforts have also been undertaken to delay, limit or prohibit EPA and
possibly state action to regulate GHG emissions, and it is not possible at this time to predict the ultimate form,
timing or extent of federal or state regulation. In the event we do incur increased costs as a result of increased
efforts to control GHG emissions, we may not be able to pass on any of these costs to our customers. Such
requirements also could adversely affect demand for the refined petroleum products that we produce. Any increased
costs or reduced demand could materially and adversely affect our business and results of operation.
Climate change could have a material adverse impact on our operations and adversely affect our facilities.
Some scientists have concluded that increasing concentrations of GHGs in the Earth's atmosphere may
produce climate changes that have significant physical effects, such as increased frequency and severity of storms,
droughts, floods and other climatic events. We believe the issue of climate change will likely continue to receive
scientific and political attention, with the potential for further laws and regulations that could materially adversely
affect our ongoing operations.
In addition, as many of our facilities are located near coastal areas, rising sea levels may disrupt our ability
to operate those facilities or transport crude oil and refined petroleum products. Extended periods of such disruption
could have an adverse effect on our results of operation. We could also incur substantial costs to protect or repair
these facilities.
Renewable fuels mandates may reduce demand for the refined fuels we produce, which could have a material
adverse effect on our results of operations and financial condition. The market prices for RINs have been volatile
and may harm our profitability.
Pursuant to the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007, the EPA
has issued Renewable Fuel Standards, or RFS, implementing mandates to blend renewable fuels into the petroleum
fuels produced and sold in the United States. Under RFS, the volume of renewable fuels that obligated refineries
must blend into their finished petroleum fuels increases annually over time until 2022. In addition, certain states
have passed legislation that requires minimum biodiesel blending in finished distillates. On October 13, 2010, the
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 produce renewable fuels, increasing
the volume of renewable fuels that must be blended into our products displaces an increasing volume of our
refinery’s product pool, potentially resulting in lower earnings and profitability. In addition, in order to meet certain
of these and future EPA requirements, we may be required to purchase renewable fuel credits, known as “RINS,”
which may have fluctuating costs. We have seen a fluctuation in the cost of RINs required for compliance with
the RFS. We incurred approximately $171.6 million in RINs costs during the year ended December 31, 2015 as
compared to $115.7 million and $126.4 million during the years ended December 31, 2014 and 2013, respectively.
The fluctuations in our RINs costs are due primarily to volatility in prices for ethanol-linked RINs and increases
in our production of on-road transportation fuels since 2012. 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.
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Our pipelines are subject to federal and/or state regulations, which could reduce profitability and the amount
of cash we generate.
Our transportation activities are subject to regulation by multiple governmental agencies. The regulatory
burden on the industry increases the cost of doing business and affects profitability. Additional proposals and
proceedings that affect the oil industry are regularly considered by Congress, the states, the Federal Energy
Regulatory Commission, the United States Department of Transportation, and the courts. We cannot predict when
or whether any such proposals may become effective or what impact such proposals may have. Projected operating
costs related to our pipelines reflect the recurring costs resulting from compliance with these regulations, and these
costs may increase due to future acquisitions, changes in regulation, changes in use, or discovery of existing but
unknown compliance issues.
We are subject to strict laws and regulations regarding employee and process safety, and failure to comply with
these laws and regulations could have a material adverse effect on our results of operations, financial condition
and profitability.
We are subject to the requirements of the Occupational Safety & Health Administration, or OSHA, and
comparable state statutes that regulate the protection of the health and safety of workers. In addition, OSHA requires
that we maintain information about hazardous materials used or produced in our operations and that we provide
this information to employees, state and local governmental authorities, and local residents. Failure to comply with
OSHA requirements, including general industry standards, process safety standards and control of occupational
exposure to regulated substances, could have a material adverse effect on our results of operations, financial
condition and the cash flows of the business if we are subjected to significant fines or compliance costs.
Compliance with and changes in tax laws could adversely affect our performance.
We are subject to extensive tax liabilities, including federal, state, local and foreign taxes such as income,
excise, sales/use, payroll, franchise, property, gross receipts, withholding and ad valorem taxes. New tax laws and
regulations and changes in existing tax laws and regulations are continuously being enacted or proposed that could
result in increased expenditures for tax liabilities in the future. These liabilities are subject to periodic audits by
the respective taxing authorities, which could increase our tax liabilities. Subsequent changes to our tax liabilities
as a result of these audits may also subject us to interest and penalties. There can be no certainty that our federal,
state, local or foreign taxes could be passed on to our customers.
Changes in our credit profile could adversely affect our business.
Changes in our credit profile could affect the way crude oil suppliers view our ability to make payments
and induce them to shorten the payment terms for our purchases or require us to post security or letters of credit
prior to payment. Due to the large dollar amounts and volume of our crude oil and other feedstock purchases, any
imposition by our suppliers of more burdensome payment terms on us may have a material adverse effect on our
liquidity and our ability to make payments to our suppliers. This, in turn, could cause us to be unable to operate
one or more of our refineries at full capacity.
Changes in laws or standards affecting the transportation of North American crude oil by rail could significantly
impact our operations, and as a result cause our costs to increase.
Investigations into past rail accidents involving the transport of crude oil have prompted government agencies
and other interested parties to call for increased regulation of the transport of crude oil by rail including in the areas
of crude oil constituents, rail car design, routing of trains and other matters. The Secretary of Transportation issued
an Emergency Restriction/Prohibition Order (the “Order”) that was later amended and restated on March 6, 2014
governing shipments of petroleum crude oil offered in transportation by rail. The Order requires shippers to properly
test and classify petroleum crude oil and further requires shippers to treat Class 3 petroleum crude oil transported
by rail in tank cars as a Packing Group I or II hazardous material only. To the extent that the Order is applicable,
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we believe our operations already comply with it and that the Order will not have a material impact on our cash
flows. Subsequently, on May 7, 2014, the DOT issued a Safety Advisory warning rail shippers and carriers against
the use of older design “111” rail cars for shipments of crude oil from the Bakken region. We do not expect this
Safety Advisory will affect our operations because all of the rail cars utilized in crude oil service are the newer
designed “CPC-1232” rail cars. Also on May 7, 2014, the DOT issued an order requiring rail carriers to provide
certain notifications to State agencies along routes utilized by trains over a certain length carrying crude oil. The
required notifications do not affect our unloading operations. In addition, in November 2014, the DOT issued a
final rule regarding safety training standards under the Rail Safety Improvement Act of 2008. The rule required
each railroad or contractor to develop and submit a training program to perform regular oversight and annual
written reviews. Recently, on May 1, 2015 the Pipeline and Hazardous Materials Safety Administration and the
Federal Railroad Administration issued new final rules for enhanced tank car standards and operational controls
for high-hazard flammable trains. While these new rules have just been issued and we are still evaluating the impact
of these new rules, we do not believe the new rules will have a material impact on our operations or financial
position and we believe we will be able to comply with the new rules without a material impact. If further changes
in law, regulations or industry standards occur that result in requirements to reduce the volatile or flammable
constituents in crude oil that is transported by rail, alter the design or standards for rail cars, change the routing or
scheduling of trains carrying crude oil, or any other changes that detrimentally affect the economics of delivering
North American crude oil by rail to our or subsequently to third party refineries, our costs could increase, which
could have a material adverse effect on our financial condition, results of operations, cash flows and our ability to
service our indebtedness.
We could incur substantial costs or disruptions in our business if we cannot obtain or maintain necessary permits
and authorizations or otherwise comply with health, safety, environmental and other laws and regulations.
Our operations require numerous permits and authorizations under various laws and regulations. These
authorizations and permits are subject to revocation, renewal or modification and can require operational changes to
limit impacts or potential impacts on the environment and/or health and safety. A violation of authorization or permit
conditions or other legal or regulatory requirements could result in substantial fines, criminal sanctions, permit
revocations, injunctions, and/or facility shutdowns. In addition, major modifications of our operations could require
modifications to our existing permits or upgrades to our existing pollution control equipment. Any or all of these
matters could have a negative effect on our business, results of operations and cash flows.
We may incur significant liability under, or costs and capital expenditures to comply with, environmental and
health and safety regulations, which are complex and change frequently.
Our operations are subject to federal, state and local laws regulating, among other things, the handling of
petroleum and other regulated materials, the emission and discharge of materials into the environment, waste
management, and remediation of discharges of petroleum and petroleum products, characteristics and composition
of gasoline and distillates and other matters otherwise relating to the protection of the environment. Our operations
are also subject to extensive laws and regulations relating to occupational health and safety.
We cannot predict what additional environmental, health and safety legislation or regulations may be adopted
in the future, or how existing or future laws or regulations may be administered or interpreted with respect to our
operations. Many of these laws and regulations are becoming increasingly stringent, and the cost of compliance with
these requirements can be expected to increase over time.
Certain environmental laws impose strict, and in certain circumstances joint and several liability for, costs of
investigation and cleanup of such spills, discharges or releases on owners and operators of, as well as persons who
arrange for treatment or disposal of regulated materials at contaminated sites. Under these laws, we may incur liability
or be required to pay penalties for past contamination, and third parties may assert claims against us for damages
allegedly arising out of any past or future contamination. The potential penalties and clean-up costs for past or future
releases or spills, the failure of prior owners of our facilities to complete their clean-up obligations, the liability to
third parties for damage to their property, or the need to address newly-discovered information or conditions that may
39
require a response could be significant, and the payment of these amounts could have a material adverse effect on
our business, financial condition and results of operations.
Our operating results are seasonal and generally lower in the first and fourth quarters of the year for our
refining operations. We depend on favorable weather conditions in the spring and summer months.
Demand for gasoline products is generally higher during the summer months than during the winter months
due to seasonal increases in highway traffic and construction work. Varying vapor pressure requirements between
the summer and winter months also tighten summer gasoline supply. As a result, the operating results of our refining
segment are generally lower for the first and fourth quarters of each year.
Our pending Torrance Acquisition may not close when we expect, or at all.
The consummation of the Torrance Acquisition is subject to satisfaction of customary closing conditions.
If these conditions are not satisfied or waived, the acquisition will not be consummated. Additionally, as a condition
of closing, the Torrance refinery is required to be restored to full working order with respect to the event that
occurred on February 18, 2015 resulting in damage to the electrostatic precipitator and related systems and shall
have operated as required under the acquisition agreement for a period of at least fifteen days after such restoration.
The Torrance refinery’s ability to restart its FCC unit and thus return to full operation is contingent upon review
and approval by the California Division of Occupational Safety and Health (“Cal/OSHA”) and the South Coast
Air Quality Management District ("SCAQMD"). There is no certainty regarding the timing of the approval to
restart Torrance’s FCC unit or that such approval will be granted at all by Cal/OSHA and SCAQMD, which
ultimately may affect the timing and/or our ability to close the Torrance Acquisition. There can be no assurance
that we will complete the Torrance Acquisition on the timeframe that we anticipate or under the terms set forth in
the purchase agreement, or at all. Failure to complete the Torrance Acquisition or any delays in completing the
acquisition could have an adverse impact on our future business and operations. In addition, we will have incurred
significant acquisition-related expenses without realizing the expected benefits.
We may not be able to successfully integrate the Chalmette Refinery or the Torrance Refinery into our business,
or realize the anticipated benefits of these acquisitions.
Following the completion of the Chalmette Acquisition, and if the Torrance Acquisition is completed, the
integration of these businesses into our operations may be a complex and time-consuming process that may not
be successful. Prior to the completion of the Chalmette Acquisition we did not have any operations in the Gulf
Coast and currently do not have any operations in the West Coast, and this may add complexity to effectively
overseeing, integrating and operating these refineries and related assets. Even if we successfully integrate these
businesses into our operations, there can be no assurance that we will realize the anticipated benefits and operating
synergies. Our estimates regarding the earnings, operating cash flow, capital expenditures and liabilities resulting
from these pending acquisitions may prove to be incorrect. These acquisitions involve risks, including:
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•
•
•
•
unexpected losses of key employees, customers and suppliers of the acquired operations;
challenges in managing the increased scope, geographic diversity and complexity of our operations;
diversion of management time and attention from our existing business;
liability for known or unknown environmental conditions or other contingent liabilities and greater than
anticipated expenditures required for compliance with environmental, safety or other regulatory standards
or for investments to improve operating results; and
the incurrence of additional indebtedness to finance acquisitions or capital expenditures relating to
acquired assets.
In connection with our recently completed Chalmette Acquisition and pending Torrance Acquisition, we
did not have access to the type of historical financial information that we may require regarding the prior operation
of the refineries. As a result, it may be difficult for investors to evaluate the probable impact of these significant
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acquisitions on our financial performance until we have operated the acquired refineries for a substantial period
of time.
We have entered into transition services agreements with the sellers of the Chalmette Acquisition and we
may enter into transition services agreements with the sellers of our pending Torrance Acquisition. Such services
may not be performed timely and effectively, and any significant disruption in such transition services or
unanticipated costs related to such services could adversely affect our business and results of operations.
Risks Related to Our Indebtedness
Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our
obligations under our indebtedness.
Our substantial indebtedness may significantly affect our financial flexibility in the future. As of
December 31, 2015, we have total long-term debt including the Delaware Economic Development Authority Loan,
of $1,881.6 million, excluding debt issuance costs, and we could incur an additional $980.8 million under our
credit facilities. With the exception of the PBFX Senior Notes, all of our long-term debt is secured. We may incur
additional indebtedness in the future. Our strategy includes executing future refinery and logistics acquisitions.
Any significant acquisition would likely require us to incur additional indebtedness in order to finance all or a
portion of such acquisition. The level of our indebtedness has several important consequences for our future
operations, including that:
• a significant portion of our cash flow from operations will be dedicated to the payment of principal of, and
interest on, our indebtedness and will not be available for other purposes;
• covenants contained in our existing debt arrangements limit our ability to borrow additional funds, dispose
•
of assets and make certain investments;
these covenants also require us to meet or maintain certain financial tests, which may affect our flexibility
in planning for, and reacting to, changes in our industry, such as being able to take advantage of acquisition
opportunities when they arise;
• our ability to obtain additional financing for working capital, capital expenditures, acquisitions, general
corporate and other purposes may be limited; and
• we may be at a competitive disadvantage to those of our competitors that are less leveraged; and we may
be more vulnerable to adverse economic and industry conditions.
Our substantial indebtedness increases the risk that we may default on our debt obligations, certain of which
contain cross-default and/or cross-acceleration provisions. We have significant principal payments due under our
debt instruments. Our subsidiaries’ ability to meet their principal obligations will be dependent upon our future
performance, which in turn will be subject to general economic conditions, industry cycles and financial, business
and other factors affecting our operations, many of which are beyond our control. Our business may not continue
to generate sufficient cash flow from operations to repay our substantial indebtedness. If we are unable to generate
sufficient cash flow from operations, we may be required to sell assets, to refinance all or a portion of our
indebtedness or to obtain additional financing. Refinancing may not be possible and additional financing may not
be available on commercially acceptable terms, or at all.
Despite our level of indebtedness, we and our subsidiaries may be able to incur substantially more debt, which
could exacerbate the risks described above.
We and our subsidiaries may be able to incur substantial additional indebtedness in the future including
additional secured debt. Although our debt instruments and financing arrangements contain restrictions on the
incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions,
and the indebtedness incurred in compliance with these restrictions could be substantial. To the extent new debt
is added to our currently anticipated debt levels, the substantial leverage risks described above would increase.
Also, these restrictions do not prevent us from incurring obligations that do not constitute indebtedness.
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Restrictive covenants in our debt instruments may limit our ability to undertake certain types of transactions.
Various covenants in our debt instruments and other financing arrangements may restrict our and our
subsidiaries’ financial flexibility in a number of ways. Our indebtedness subjects us to significant financial and
other restrictive covenants, including restrictions on our ability to incur additional indebtedness, place liens upon
assets, pay dividends or make certain other restricted payments and investments, consummate certain asset sales
or asset swaps, conduct businesses other than our current businesses, or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of our assets. Some of these debt instruments also require our subsidiaries
to satisfy or maintain certain financial condition tests in certain circumstances. Our subsidiaries’ ability to meet
these financial condition tests can be affected by events beyond our control and they may not meet such tests.
Provisions in our indentures could discourage an acquisition of us by a third party.
Certain provisions of our indentures could make it more difficult or more expensive for a third party to
acquire us. Upon the occurrence of certain transactions constituting a “change in control” as described in the Senior
Secured Notes (as defined below) and PBFX Senior Notes (as defined below) indentures, holders of our notes
could require us to repurchase all outstanding notes at 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, at the date of repurchase.
Risks Related to Our Organizational Structure and Our Class A Common Stock
Our only material asset is our interest in PBF LLC. Accordingly, we depend upon distributions from PBF LLC
and its subsidiaries to pay our taxes, meet our other obligations and/or pay dividends in the future.
We are a holding company and all of our operations are conducted through subsidiaries of PBF LLC. We
have no independent means of generating revenue and no material assets other than our ownership interest in PBF
LLC. Therefore, we depend on the earnings and cash flow of our subsidiaries to meet our obligations, including
our indebtedness, tax liabilities and obligations to make payments under our tax receivable agreement. If we or
PBF LLC do not receive such cash distributions, dividends or other payments from our subsidiaries, we and PBF
LLC may be unable to meet our obligations and/or pay dividends.
We intend to cause PBF LLC to make distributions to its members in an amount sufficient to enable us to
cover all applicable taxes at assumed tax rates, make payments owed by us under the tax receivable agreement,
and to pay other obligations and dividends, if any, declared by us. To the extent we need funds and PBF LLC or
any of its subsidiaries is restricted from making such distributions under applicable law or regulation or under the
terms of our financing or other contractual arrangements, or is otherwise unable to provide such funds, such
restrictions could materially adversely affect our liquidity and financial condition.
Our PBF Holding asset based revolving credit agreement (the “Revolving Loan”), 8.25% Senior Secured
Notes due 2020 issued by PBF Holding in February 2012 (the “2020 Senior Secured Notes”), 7.00% Senior Secured
Notes due 2023 issued by PBF Holding in November 2015 (the “2023 Senior Secured Notes”, and together with
the 2020 Senior Secured Notes, the "Senior Secured Notes") and certain of our other outstanding debt arrangements
include a restricted payment covenant, which restricts the ability of PBF Holding to make distributions to us, and
we anticipate our future debt will contain a similar restriction. PBFX’s five-year, $325.0 million senior secured
revolving credit facility (the “PBFX Revolving Credit Facility”), PBFX’s three-year, $300.0 million term loan
facility (the “PBFX Term Loan”) and PBFX's 6.875% Senior Notes due 2023 (the "PBFX Senior Notes") also
contain covenants that limit or restrict PBFX’s ability and the ability of its restricted subsidiaries to make
distributions and other restricted payments and restrict PBFX’s ability to incur liens and enter into burdensome
agreements. In addition, there may be restrictions on payments by our subsidiaries under applicable laws, including
laws that require companies to maintain minimum amounts of capital and to make payments to stockholders only
from profits. For example, PBF Holding is generally prohibited under Delaware law from making a distribution
to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of
the limited liability company (with certain exceptions) exceed the fair value of its assets, and PBFX is subject to
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a similar prohibition. As a result, we may be unable to obtain that cash to satisfy our obligations and make payments
to our stockholders, if any.
The other members of PBF LLC may have influence or control over us.
The interests of the other members of PBF LLC may not in all cases be aligned with our Class A common
stockholders’ interests. For example, these members may have different tax positions which could influence their
positions, including regarding whether and when we dispose of assets and whether and when we incur new or
refinance existing indebtedness, especially in light of the existence of the tax receivable agreement described below.
In addition, the structuring of future transactions may take into consideration these tax or other considerations even
where no similar benefit would accrue to our Class A common stockholders or us. See “Certain Relationships and
Related Transactions—IPO Related Agreements” in our 2016 Proxy Statement.
The trading price of our Class A common stock may be adversely affected if we are unable to consummate
the Torrance Acquisition.
If the Torrance Acquisition is not completed for any reason, the trading price of our Class A common stock
may decline to the extent that the market price of such securities reflects positive market assumptions that the
acquisition will be completed and the related benefits will be realized. We may also be subject to additional risks
if the Torrance Acquisition is not completed, including:
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significant costs related to the transaction, such as legal, accounting, filing, financial advisory, and
integration costs that have already been incurred or will continue up to closing;
the market price of our Class A common stock could decline as a result of further sales of our Class A
common stock in the market or the perception that these sales could occur; and
potential disruption to our business and distraction of our workforce and management team.
We will be required to pay the former and current holders of PBF LLC Series A Units and PBF LLC Series B
Units for certain tax benefits we may claim arising in connection with our prior offerings and future exchanges
of PBF LLC Series A Units for shares of our Class A Common Stock and related transactions, and the amounts
we may pay could be significant.
We are party to a tax receivable agreement that provides for the payment from time to time by PBF Energy
to the former and current holders of PBF LLC Series A Units and PBF LLC Series B Units of 85% of the benefits,
if any, that PBF Energy is deemed to realize as a result of (i) the increases in tax basis resulting from its acquisitions
of PBF LLC Series A Units, including such acquisitions in connection with our prior offerings or in the future and
(ii) certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits
attributable to payments under the tax receivable agreement. See “Item 13. Certain Relationships and Related
Transactions, and Director Independence.”
We expect that the payments that we may make under the tax receivable agreement will be substantial. As
of December 31, 2015, we have recognized a liability for the tax receivable agreement of $661.4 million reflecting
our estimate of the undiscounted amounts that we expect to pay under the agreement due to exchanges that occurred
prior to that date, and to range over the next five years from approximately $37.5 million to $56.6 million per year
and decline thereafter. Future payments by us in respect of subsequent exchanges of PBF LLC Series A Units
would be in addition to these amounts and are expected to be material as well. If PBF Energy does not have taxable
income, PBF Energy generally is not required (absent a change of control or circumstances requiring an early
termination payment) to make payments under the tax receivable agreement for that taxable year because no benefit
will have been actually realized. However, any tax benefits that do not result in realized benefits in a given tax
year will likely generate tax attributes that may be utilized to generate benefits in previous or future tax years. The
utilization of such tax attributes will result in payments under the tax receivable agreement. The foregoing numbers
are merely estimates based on assumptions that are subject to change due to various factors, including, among
other factors, the timing of exchanges of PBF LLC Series A Units for shares of PBF Energy’s Class A common
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stock as contemplated by the tax receivable agreement, the price of PBF Energy’s Class A common stock at the
time of such exchanges, the extent to which such exchanges are taxable, and the amount and timing of PBF Energy’s
income. For example, with respect to the amount and timing of PBF Energy’s income, if 50% or more of the capital
and profits interests in PBF LLC are transferred in a taxable sale or exchange within a period of 12 consecutive
months, PBF LLC will undergo, for federal income tax purposes, a “technical termination” that could affect the
amount of PBF LLC’s taxable income in any year and the allocation of taxable income among the members of
PBF LLC, including PBF Energy. The actual payments under the tax receivable agreement could differ materially.
It is possible that future transactions or events could increase or decrease the actual tax benefits realized and the
corresponding tax receivable agreement payments. There may be a material negative effect on our liquidity if, as
a result of timing discrepancies or otherwise, (i) the payments under the tax receivable agreement exceed the actual
benefits we realize in respect of the tax attributes subject to the tax receivable agreement, and/or (ii) distributions
to PBF Energy by PBF LLC are not sufficient to permit PBF Energy, after it has paid its taxes and other obligations,
to make payments under the tax receivable agreement. The payments under the tax receivable agreement are not
conditioned upon any recipient’s continued ownership of us.
In certain cases, payments by us under the tax receivable agreement may be accelerated and/or significantly
exceed the actual benefits we realize in respect of the tax attributes subject to the tax receivable agreement.
These provisions may deter a change in control of our Company.
The tax receivable agreement provides that upon certain changes of control, or if, at any time, PBF Energy
elects an early termination of the tax receivable agreement, PBF Energy’s (or its successor’s) obligations with
respect to exchanged or acquired PBF LLC Series A Units (whether exchanged or acquired before or after such
transaction) would be based on certain assumptions, including (i) that PBF Energy would have sufficient taxable
income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits
related to entering into the tax receivable agreement and (ii) that the subsidiaries of PBF LLC will sell certain
nonamortizable assets (and realize certain related tax benefits) no later than a specified date. Moreover, in each of
these instances, we would be required to make an immediate payment equal to the present value (at a discount rate
equal to LIBOR plus 100 basis points) of the anticipated future tax benefits (based on the foregoing assumptions).
Accordingly, payments under the tax receivable agreement may be made years in advance of the actual realization,
if any, of the anticipated future tax benefits and may be significantly greater than the actual benefits we realize in
respect of the tax attributes subject to the tax receivable agreement. Assuming that the market value of a share of
our Class A common stock equals $36.81 per share (the closing price on December 31, 2015) and that LIBOR
were to be 1.85%, we estimate that, as of December 31, 2015 the aggregate amount of these accelerated payments
would have been approximately $625.4 million if triggered immediately on such date. In these situations, our
obligations under the tax receivable agreement could have a substantial negative impact on our liquidity. We may
not be able to finance our obligations under the tax receivable agreement and our existing indebtedness may limit
our subsidiaries’ ability to make distributions to us to pay these obligations. These provisions may deter a potential
sale of our Company to a third party and may otherwise make it less likely that a third party would enter into a
change of control transaction with us.
Moreover, payments under the tax receivable agreement will be based on the tax reporting positions that
we determine in accordance with the tax receivable agreement. We will not be reimbursed for any payments
previously made under the tax receivable agreement if the Internal Revenue Service subsequently disallows part
or all of the tax benefits that gave rise to such prior payments. As a result, in certain circumstances, payments could
be made under the tax receivable agreement that are significantly in excess of the benefits that we actually realize
in respect of (i) the increases in tax basis resulting from our purchases or exchanges of PBF LLC Series A Units
and (ii) certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits
attributable to payments under the tax receivable agreement.
44
We cannot assure you that we will continue to declare dividends or have the available cash to make dividend
payments.
Although we currently intend to continue to pay quarterly cash dividends on our Class A common stock,
the declaration, amount and payment of any dividends will be at the sole discretion of our board of directors. We
are not obligated under any applicable laws, our governing documents or any contractual agreements with our
existing and prior owners or otherwise to declare or pay any dividends or other distributions (other than the
obligations of PBF LLC to make tax distributions to its members). Our board of directors may take into account,
among other things, general economic conditions, our financial condition and operating results, our available cash
and current and anticipated cash needs, capital requirements, plans for expansion, including acquisitions, tax, legal,
regulatory and contractual restrictions and implications, including under our subsidiaries’ outstanding debt
documents, and such other factors as our board of directors may deem relevant in determining whether to declare
or pay any dividend. Because PBF Energy is a holding company with no material assets (other than the equity
interests of its direct subsidiary), its cash flow and ability to pay dividends is dependent upon the financial results
and cash flows of its indirect subsidiaries PBF Holding and PBFX and their respective operating subsidiaries and
the distribution or other payment of cash to it in the form of dividends or otherwise. The direct and indirect
subsidiaries of PBF Energy are separate and distinct legal entities and have no obligation to make any funds
available to it. As a result, if we do not declare or pay dividends you may not receive any return on an investment
in our Class A common stock unless you sell our Class A common stock for a price greater than that which you
paid for it.
Anti-takeover and certain other provisions in our certificate of incorporation and bylaws and Delaware law
may discourage or delay a change in control.
Our certificate of incorporation and bylaws contain provisions which could make it more difficult for
stockholders to effect certain corporate actions. Among other things, these provisions:
• authorize the issuance of undesignated preferred stock, the terms of which may be established and the
shares of which may be issued without stockholder approval;
• prohibit stockholder action by written consent;
•
restrict certain business combinations with stockholders who obtain beneficial ownership of a certain
percentage of our outstanding common stock;
• provide that special meetings of stockholders may be called only by the chairman of the board of directors,
the chief executive officer or the board of directors, and establish advance notice procedures for the
nomination of candidates for election as directors or for proposing matters that can be acted upon at
stockholder meetings; and
• provide that our stockholders may only amend our bylaws with the approval of 75% or more of all of the
outstanding shares of our capital stock entitled to vote.
These anti-takeover provisions and other provisions of Delaware law may have the effect of delaying or
deterring a change of control of our company. Certain provisions could also discourage proxy contests and make
it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other
corporate actions you desire. These provisions could limit the price that certain investors might be willing to pay
in the future for shares of our Class A common stock.
The market price of our Class A common stock may be volatile, which could cause the value of your investment
to decline.
The market price of our Class A common stock may be highly volatile and could be subject to wide
fluctuations due to a number of factors including:
• variations in actual or anticipated operating results or dividends, if any, to stockholders;
• changes in, or failure to meet, earnings estimates of securities analysts;
45
• market conditions in the oil refining industry and volatility in commodity prices;
•
the impact of disruptions to crude or feedstock supply to any of our refineries, including disruptions due
to problems with third party logistics infrastructure;
litigation and government investigations;
the timing and announcement of any potential acquisitions and subsequent impact of any future acquisitions
on our capital structure, financial condition or results of operations;
•
•
• changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof;
• general economic and stock market conditions; and
•
the availability for sale, or sales by us or our senior management, of a significant number of shares of our
Class A common stock in the public market.
In addition, the stock markets generally may experience significant volatility, often unrelated to the operating
performance of the individual companies whose securities are publicly traded. These and other factors may cause
the market price of our Class A common stock to decrease significantly, which in turn would adversely affect the
value of your investment.
In the past, following periods of volatility in the market price of a company’s securities, stockholders have
often instituted class action securities litigation against those companies. Such litigation, if instituted, could result
in substantial costs and a diversion of management’s attention and resources, which could significantly harm our
profitability and reputation.
If securities or industry analysts do not publish research or reports about our business, or if they downgrade
their recommendations regarding our Class A common stock, our stock price and trading volume could decline.
The trading market for our Class A common stock is influenced by the research and reports that industry or
securities analysts publish about us or our business. If any of the analysts who cover us downgrade our Class A
common stock or publish inaccurate or unfavorable research about our business, our Class A common stock price
may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in
the financial markets, which in turn could cause our Class A common stock price or trading volume to decline and
our Class A common stock to be less liquid.
Future sales of our shares of Class A common stock could cause our stock price to decline.
The market price of our Class A common stock could decline as a result of sales of a large number of shares
of Class A common stock in the market or the perception that such sales could occur. These sales, or the possibility
that these sales may occur, including sales related to financing acquisitions, also might make it more difficult for
us to sell shares of Class A common stock in the future at a time and at a price that we deem appropriate. In addition,
any shares of Class A common stock that we issue, including under any equity incentive plans, would dilute the
percentage ownership of the holders of our Class A common stock.
We are party to a registration rights agreement with the other members of PBF LLC pursuant to which we
continue to be required to register under the Securities Act and applicable state securities laws to register the resale
of the shares of Class A common stock issuable to them upon exchange of all of the PBF LLC Series A Units held
by them. We currently have an effective shelf registration statement covering the resale of up to 6,310,055 shares
of our Class A common stock issued or issuable to existing holders of PBF LLC Series A Units, which shares may
be sold from time to time in the public markets, subject to certain lock-up agreements. Our shares also may be
sold under Rule 144 under the Securities Act depending on the holding period and subject to restrictions in the
case of shares held by persons deemed to be our affiliates.
46
Risks Related to Our Ownership of PBFX
We depend upon PBFX for a substantial portion of our refineries’ logistics needs and have obligations for
minimum volume commitments in our commercial agreements with PBFX.
We depend on PBFX to receive, handle, store and transfer crude oil and petroleum products for us from
our operations and sources located throughout the United States and Canada in support of our four refineries under
long-term, fee-based commercial agreements with our subsidiaries. These commercial agreements have an initial
term of approximately seven to ten years and include minimum quarterly commitments and inflation escalators.
If we fail to meet the minimum commitments during any calendar quarter, we will be required to make a shortfall
payment quarterly to PBFX equal to the volume of the shortfall multiplied by the applicable fee.
PBFX’s operations are subject to all of the risks and operational hazards inherent in receiving, handling,
storing and transferring crude oil and petroleum products, including: damages to its facilities, related equipment
and surrounding properties caused by floods, fires, severe weather, explosions and other natural disasters and acts
of terrorism; mechanical or structural failures at PBFX’s facilities or at third-party facilities on which its operations
are dependent; curtailments of operations relative to severe seasonal weather; inadvertent damage to our facilities
from construction, farm and utility equipment; and other hazards. Any of these events or factors could result in
severe damage or destruction to PBFX’s assets or the temporary or permanent shut-down of PBFX’s facilities. If
PBFX is unable to serve our logistics needs, our ability to operate our refineries and receive crude oil could be
adversely impacted, which could adversely affect our business, financial condition and results of operations.
In addition, as of December 31, 2015, PBF LLC owns 2,572,944 common units and 15,886,553
subordinated units representing an aggregate 53.7% limited partner interest in PBFX, as well as all of the incentive
distribution rights and a non-economic general partner interest in PBFX. The inability of PBFX to continue
operations, perform under its commercial arrangements with our subsidiaries or the occurrence of any of these
risks or operational hazards, could also adversely impact the value of our investment in PBFX and, because PBFX
is a consolidated entity, our business, financial condition and results of operations.
PBFX may not have sufficient available cash to pay any quarterly distribution on its units. Furthermore, PBFX
is not required to make distributions to holders of units on a quarterly basis or otherwise, and may elect to
distribute less than all of its available cash.
PBFX may not have sufficient available cash from operating surplus each quarter to enable it to pay the
minimum quarterly distribution. The amount of cash it can distribute on its units principally depends upon the
amount of cash generated from its operations, which will fluctuate from quarter to quarter based on, among other
things: the volume of crude oil it throughputs; PBFX’s entitlement to payments associated with minimum volume
commitments; the fees it charges for the volumes throughput; the level of its operating, maintenance and general
and administrative costs; and prevailing economic conditions. In addition, the actual amount of cash PBFX will
have available for distribution will depend on other factors, some of which are beyond its control, including: the
level and timing of capital expenditures it makes; the amount of its operating expenses and general and
administrative expenses, and payment of the administrative fees for services provided to it by PBF GP and its
affiliate; the cost of acquisitions, if any; debt service requirements and other liabilities; fluctuations in working
capital needs; PBFX’s ability to borrow funds and access capital markets; restrictions contained in the PBFX
Revolving Credit Facility, the PBFX Senior Notes and the PBFX Term Loan and other debt service requirements;
the amount of cash reserves established by PBF GP; and other business risks affecting cash levels.
In addition, if PBFX issues additional units in connection with any acquisitions or expansion capital
expenditures, the payment of distributions on those additional units may increase the risk that PBFX will be unable
to maintain or increase its per unit distribution level. There are no limitations in the partnership agreement of PBFX
on its ability to issue additional units, including units ranking senior to the outstanding units. The incurrence of
additional borrowings or other debt to finance PBFX’s growth strategy would result in increased interest expense,
47
which, in turn, may impact the cash that it has available to distribute to its unit holders (including us). Furthermore,
the partnership agreement does not require PBFX to pay distributions on a quarterly basis or otherwise. The board
of directors of PBF GP may at any time, for any reason, change its cash distribution policy or decide not to make
any distributions (including to us).
Increases in interest rates could adversely impact the price of PBFX's units, PBFX’s ability to issue equity or
incur debt for acquisitions or other purposes and its ability to make cash distributions at its intended levels.
Interest rates on future credit facilities and debt offerings could be higher than current levels, causing
PBFX’s financing costs to increase accordingly. As with other yield-oriented securities, PBFX’s unit price is
impacted by the level of its cash distributions and implied distribution yield. The distribution yield is often used
by investors to compare and rank yield-oriented securities for investment decision-making purposes. Therefore,
changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in
PBFX, and a rising interest rate environment could have an adverse impact on the price of the units, PBFX’s ability
to issue equity or incur debt for acquisitions or other purposes and its ability to make cash distributions at intended
levels, which could adversely impact the value of our investment in PBFX.
PBF Energy will be required to pay taxes on its share of taxable income from PBF LLC and its other subsidiary
flow-through entities (including PBFX), regardless of the amount of cash distributions PBF Energy receives
from PBF LLC.
The holders of limited liability company interests in PBF LLC, including PBF Energy, generally have to
include for purposes of calculating their U.S. federal, state and local income taxes their share of any taxable income
of PBF LLC, regardless of whether such holders receive cash distributions from PBF LLC. PBF Energy ultimately
may not receive cash distributions from PBF LLC equal to its share of the taxable income of PBF LLC or even
equal to the actual tax due with respect to that income. For example, PBF LLC is required to include in taxable
income PBF LLC's allocable share of PBFX's taxable income and gains (such share to be determined pursuant to
the partnership agreement of PBFX), regardless of the amount of cash distributions received by PBF LLC from
PBFX, and such taxable income and gains will flow-through to PBF Energy to the extent of its allocable share of
the taxable income of PBF LLC. As a result, at certain times, including during the subordination period for the
subordinated units, the amount of cash otherwise ultimately available to PBF Energy on account of its indirect
interest in PBFX may not be sufficient for PBF Energy to pay the amount of taxes it will owe on account of its
indirect interests in PBFX.
If PBFX was to be treated as a corporation, rather than as a partnership, for U.S. federal income tax purposes
or if PBFX was otherwise subject to entity-level taxation, PBFX’s cash available for distribution to its unit
holders, including to us, would be reduced, likely causing a substantial reduction in the value of units, including
the units held by us.
The present U.S. federal income tax treatment of publicly traded partnerships, including PBFX, or an
investment in its common units may be modified by administrative, legislative or judicial interpretation at any
time. For example, from time to time the U.S. Congress considers substantive changes to the existing federal
income tax laws that would affect publicly traded partnerships. Any modification to the U.S. federal income tax
laws and interpretations thereof may or may not be applied retroactively and could make it more difficult or
impossible for PBFX to meet the exception to be treated as a partnership for U.S. federal income tax purposes. We
are unable to predict whether any of these changes, or other proposals, will ultimately be enacted. Any such changes
could negatively impact the value of an investment in PBFX common units.
If PBFX were treated as a corporation for U.S. federal income tax purposes, it would pay U.S. federal income
tax on income at the corporate tax rate, which is currently a maximum of 35%, and would likely be liable for state
income tax at varying rates. Distributions to PBFX unitholders would generally be taxed again as corporate
distributions, and no income, gains, losses, deductions or credits would flow through to PBFX unitholders. Because
taxes would be imposed upon PBFX as a corporation, the cash available for distribution to PBFX unitholders
would be substantially reduced. Therefore, PBFX's treatment as a corporation would result in a material reduction
48
in the anticipated cash flow and after-tax return to PBFX unitholders, likely causing a substantial reduction in the
value of the units.
All of the executive officers and a majority of the initial directors of PBF GP are also current or former officers
of PBF Energy. Conflicts of interest could arise as a result of this arrangement.
PBF Energy indirectly owns and controls PBF GP, and appoints all of its officers and directors. All of the
executive officers and a majority of the initial directors of PBF GP are also officers or a director of PBF Energy.
These individuals will devote significant time to the business of PBFX. Although the directors and officers of PBF
GP have a fiduciary duty to manage PBF GP in a manner that is beneficial to PBF Energy, as directors and officers
of PBF GP they also have certain duties to PBFX and its unit holders. Conflicts of interest may arise between PBF
Energy and its affiliates, including PBF GP, on the one hand, and PBFX and its unit holders, on the other hand. In
resolving these conflicts of interest, PBF GP may favor its own interests and the interests of PBFX over the interests
of PBF Energy. In certain circumstances, PBF GP may refer any conflicts of interest or potential conflicts of interest
between PBFX, on the one hand, and PBF Energy, on the other hand, to its conflicts committee (which must consist
entirely of independent directors) for resolution, which conflicts committee must act in the best interests of the
public unit holders of PBFX. As a result, PBF GP may manage the business of PBFX in a way that may differ from
the best interests of PBF Energy or its stockholders.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
See “Item 1. Business”.
ITEM 3. LEGAL PROCEEDINGS
The Delaware City Rail Terminal and DCR West Rack are collocated with the Delaware City refinery, and
are located in Delaware's coastal zone where certain activities are regulated under the Delaware Coastal Zone act.
On June 14, 2013, two administrative appeals were filed by the Sierra Club and Delaware Audubon (collectively
the "Appellants") regarding an air permit Delaware City Refining Company LLC ("Delaware City Refining" or
"DCR") obtained to allow loading of crude oil onto barges. The appeals allege that both the loading of crude oil
onto barges and the operation of the Delaware City Rail Terminal violate Delaware’s Coastal Zone Act. The first
appeal is Number 2013-1 before the State Coastal Zone Industrial Control Board (the “CZ Board”), and the second
appeal is before the Environmental Appeals Board (the "EAB") and appeals Secretary’s Order No. 2013-A-0020.
The CZ Board held a hearing on the first appeal on July 16, 2013, and ruled in favor of Delaware City Refining
and the State of Delaware and dismissed the Appellants’ appeal for lack of standing. The Appellants appealed that
decision to the Delaware Superior Court, New Castle County, Case No. N13A-09-001 ALR, and Delaware City
Refining and the State of Delaware filed cross-appeals. A hearing on the second appeal before the EAB, case no.
2013-06, was held on January 13, 2014, and the EAB ruled in favor of DCR and the State and dismissed the appeal
for lack of jurisdiction. The Appellants also filed a Notice of Appeal with the Superior Court appealing the EAB’s
decision. On March 31, 2015 the Superior Court affirmed the decisions by both the CZ Board and the EAB stating
they both lacked jurisdiction to rule on the Appellants' appeal. The Appellants appealed to the Delaware Supreme
Court, and, on November 5, 2015, the Delaware Supreme Court affirmed the Superior Court decision.
On July 24, 2013, the Delaware Department of Natural Resources and Environmental Control ("DNREC")
issued a Notice of Administrative Penalty Assessment and Secretary’s Order to Delaware City Refining for alleged
air emission violations that occurred during the re-start of the refinery in 2011 and subsequent to the re-start. The
penalty assessment seeks $460,200 in penalties and $69,030 in cost recovery for DNREC’s expenses associated
with investigation of the incidents. We dispute the amount of the penalty assessment and allegations made in the
49
order, and are in discussions with DNREC to resolve the assessment. It is possible that DNREC will assess a
penalty in this matter but any such amount is not expected to be material to the Company.
As of November 1, 2015, the Company acquired Chalmette Refining, which was in discussions with the
Louisiana Department of Environmental Quality ("LDEQ") to resolve self-reported deviations from refinery
operations relating to certain Clean Air Act Title V permit conditions, limits and other requirements. LDEQ
commenced an enforcement action against Chalmette Refining on November 14, 2014 by issuing a Consolidated
Compliance Order and Notice of Potential Penalty (the "Order") covering deviations from 2009 and 2010. Chalmette
Refining and LDEQ subsequently entered into a dispute resolution agreement, the enforcement of which has been
suspended while negotiations are ongoing, which may include the resolution of deviations outside the periods
covered by the Order. It is possible that LDEQ will assess an administrative penalty against Chalmette Refining,
but any such amount is not expected to be material to the Company.
ITEM 4. MINE SAFETY DISCLOSURE
None.
50
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
PBF Energy Class A common stock trades on the New York Stock Exchange under the symbol “PBF.” Our
Class B common stock is not publicly traded.
As of February 25, 2016 there were 12 holders of record of our Class A common stock and 28 holders of
record of our Class B common stock.
The following table sets forth, for the periods indicated, the high and low sales prices of our Class A common
stock as reported by the New York Stock Exchange for the prior two fiscal years and dividends declared on such
stock for the same periods.
2015
First Quarter ended March 31, 2015
Second Quarter ended June 30, 2015
Third Quarter ended September 30, 2015
Fourth Quarter ended December 31, 2015
2014
First Quarter ended March 31, 2014
Second Quarter ended June 30, 2014
Third Quarter ended September 30, 2014
Fourth Quarter ended December 31, 2014
Dividend and Distribution Policy
Sales Prices of the
Common Stock
High
Low
Dividends
Per
Common Share
$
$
$
$
$
$
$
$
34.56
34.62
36.93
41.75
31.66
32.48
28.55
30.75
$
$
$
$
$
$
$
$
22.89
25.58
25.80
29.70
23.57
25.61
23.57
21.02
$
$
$
$
$
$
$
$
0.30
0.30
0.30
0.30
0.30
0.30
0.30
0.30
Subject to the following paragraphs, PBF Energy currently intends to continue to pay quarterly cash dividends
of approximately $0.30 per share on its Class A common stock. The declaration, amount and payment of this and
any other future dividends on shares of Class A common stock will be at the sole discretion of PBF Energy's board
of directors.
PBF Energy is a holding company and has no material assets other than its ownership interests of PBF LLC.
In order for PBF Energy to pay any dividends, it needs to cause PBF LLC to make distributions to it and the holders
of PBF LLC Series A Units, and PBF LLC needs to cause PBF Holding and/or PBFX to make distributions to it,
in at least an amount sufficient to cover cash dividends, if any, declared by PBF Energy. Each of PBF Holding and
PBFX is generally prohibited under Delaware law from making a distribution to a member to the extent that, at
the time of the distribution, after giving effect to the distribution, liabilities of the limited liability company (with
certain exceptions) exceed the fair value of its assets. As a result, PBF LLC may be unable to obtain cash from
PBF Holding and/or PBFX to satisfy its obligations and make distributions to PBF Energy for dividends, if any,
to PBF Energy's stockholders. If PBF LLC makes such distributions to PBF Energy, the holders of PBF LLC Series
A Units will also be entitled to receive pro rata distributions.
The ability of PBF Holding to pay dividends and make distributions to PBF LLC is, and in the future may
be, limited by covenants in its Revolving Loan, 2020 Senior Secured Notes, 2023 Senior Secured Notes (together
with the 2020 Senior Secured Notes, the "Senior Secured Notes") and other debt instruments. Subject to certain
51
exceptions, the Revolving Loan and the indentures governing the Senior Secured Notes prohibit PBF Holding
from making distributions to PBF LLC if certain defaults exist. In addition, both the indentures and the Revolving
Loan contain additional restrictions limiting PBF Holding’s ability to make distributions to PBF LLC.
PBFX intends to make a minimum quarterly distribution to the holders of its common units and
subordinated units, including PBF LLC, of at least $0.30 per unit, or $1.20 per unit on an annualized basis, to the
extent PBFX has sufficient cash from operations after the establishment of cash reserves and the payment of costs
and expenses, including reimbursements of expenses to PBFX's general partner. However, there is no guarantee
that PBFX will pay the minimum quarterly distribution or any amount on the units we own in any quarter. Even
if PBFX's cash distribution policy is not modified or revoked, the amount of distributions paid under the policy
and the decision to make any distribution is determined by its general partner, taking into consideration the terms
of PBFX's partnership agreement.
PBF Holding made $350.7 million in distributions to PBF LLC during the year ended December 31, 2015.
PBF LLC used $112.8 million of this amount in total to make four separate non-tax distributions of $0.30 per unit
($1.20 per unit in total) to its members, of which $106.6 million was distributed to PBF Energy and the balance
was distributed to PBF LLC’s other members. PBF Energy used this $106.6 million to pay four separate equivalent
cash dividends of $0.30 per share of Class A common stock on November 25, 2015, August 10, 2015, May 27,
2015, and March 10, 2015. PBF LLC used the remaining $237.9 million from PBF Holding’s distributions to make
tax distributions to its members, including $224.7 million to PBF Energy. In addition, PBFX made aggregate
quarterly distributions of $49.5 million ($1.44 per unit) during the year ended December 31, 2015 to holders of
its common and subordinated units, of which $26.7 million was paid to PBF LLC.
PBF LLC owns all of the IDRs of PBFX. The IDRs entitle PBF LLC to receive increasing percentages, up
to a maximum of 50.0%, of the cash PBFX distributes from operating surplus in excess of $0.345 per unit per
quarter. The maximum distribution of 50.0% includes distributions paid to PBF LLC on its partnership interest.
The maximum distribution of 50.0% does not include any distributions that PBF LLC may receive on common
units or subordinated units that it owns. PBFX made IDR payments of $0.5 million to PBF LLC based on its
distributions for the year ended December 31, 2015.
PBF LLC will continue to make tax distributions to its members in accordance with its amended and restated
limited liability company agreement.
Stock Performance Graph
In accordance with SEC rules, the information contained in the Stock Performance Graph below shall not
be deemed to be “soliciting material,” or to be “filed” with the SEC, or subject to the SEC’s Regulation 14A or
14C, other than as provided under Item 201(e) of Regulation S-K, or to the liabilities of Section 18 of the Securities
Exchange Act of 1934, as amended, except to the extent that we specifically request that the information be treated
as soliciting material or specifically incorporate it by reference into a document filed under the Securities Act of
1933, as amended.
This performance graph and the related textual information are based on historical data and are not indicative
of future performance. The following line graph compares the cumulative total return on an investment in our
common stock against the cumulative total return of the S&P 500 Composite Index and an index of peer companies
(that we selected) for the periods commencing December 13, 2012 through December 31, 2015. Our peer group
consists of the following companies that are engaged in refining operations in the U.S.: Alon USA Energy, Inc.;
CVR Energy Inc.; Delek US Holdings, Inc.; HollyFrontier Corporation; Marathon Petroleum Corporation; Phillips
66; Tesoro Corporation; Valero Energy Corporation; and Western Refining, Inc.
52
COMPARISON OF 3 YEAR CUMULATIVE TOTAL RETURN*
Among PBF Energy Inc., the S&P 500 Index, and a Peer Group
$200
$180
$160
$140
$120
$100
$80
$60
$40
$20
$0
21/2121/31/21
31/21
41/21
51/21
PBF Energy Inc.
S&P 500
Peer Group
*$100 invested on 12/13/12 in stock or 11/30/12 in index, including reinvestment of dividends.
Fiscal year ending December 31.
PBF Energy Inc. Class A Common Stock
S&P 500
Peer Group
$
$
110.67
100.91
103.11
$
124.73
133.59
149.73
$
110.48
151.88
146.74
158.67
153.98
182.21
12/31/2012
12/31/2013
12/31/2014
12/31/2015
53
Recent Sales of Unregistered Securities—Exchange of PBF LLC Series A Units for Class A Common
Stock
In the fourth quarter of 2015, a total of 126,000 PBF LLC Series A Units were exchanged for 126,000 shares
of our Class A common stock in transactions exempt from registration under Section 4(2) of the Securities Act.
We received no other consideration in connection with these exchanges. No exchanges were made by any of our
directors or executive officers.
Share Repurchase Program
On August 19, 2014, the Company's Board of Directors authorized the repurchase of up to $200.0 million
of the Company's Class A common stock (as amended from time to time, the "Repurchase Program"). The
Repurchase Program expires on September 30, 2016. In addition, on October 29, 2014, the Company's Board of
Directors approved an additional $100.0 million increase to the existing Repurchase Program. These repurchases
may 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 may be effected
through Rule 10b5-1 and Rule 10b-18 plans. The timing and number of shares repurchased will depend on a variety
of factors, including price, capital availability, legal requirements and economic and market conditions. The
Company is not obligated to purchase any shares under the Repurchase Program, and repurchases may be suspended
or discontinued at any time without prior notice.
There were no repurchases of the Company's Class A Common Stock during the fourth quarter of 2015.
For the period of time from the inception of the Repurchase Program through December 31, 2015, the Company
purchased 6,050,717 shares for $150.8 million. As of December 31, 2015, the Company had $149.2 million
remaining authorization under the Repurchase Program.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information about the securities authorized for issuance under our equity
compensation plans as of December 31, 2015. The information regarding equity compensation plans approved by
security holders represents our 2012 Equity Incentive Plan.
Equity Compensation Plan Information
(A)
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
(B)
(C)
Weighted-average
exercise price of
outstanding
options, warrants,
and rights
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (A))(1)
4,256,375
$
—
4,256,375
$
27.89
—
27.89
406,586
—
406,586
Plan Category
Equity compensation plans approved by
security holders
Equity compensation plans not approved by
security holders
Total
(1) Securities available for future issuance under the plan can be issued in various forms, including, without
limitation, restricted stock and stock options.
54
ITEM 6. SELECTED FINANCIAL DATA
The following table presents selected historical consolidated financial and other data of PBF Energy. The
data presented is PBF Energy's data, unless otherwise noted. The selected historical consolidated financial data as
of December 31, 2015 and 2014 and for each of the three years in the period ended December 31, 2015, have been
derived from our audited financial statements, included in "Item 8. Financial Statements and Supplementary Data."
The selected historical consolidated financial data as of December 31, 2013, 2012 and 2011 and for the years ended
December 31, 2012 and 2011 have been derived from the audited financial statements of PBF Energy and PBF
LLC not included in this Annual Report on Form 10-K. As a result of the Toledo and Chalmette acquisitions, the
historical consolidated financial results of PBF LLC only includes the results of operations for the Toledo and
Chalmette refineries from March 1, 2011 and November 1, 2015 forward, respectively.
The historical consolidated financial data and other statistical data presented below should be read in
conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.” and our consolidated financial statements and the related notes thereto, included in “Item 8. Financial
Statements and Supplementary Data.”
The historical financial information for all periods prior to PBF Energy's IPO included in this report were
derived from the consolidated financial statements of PBF LLC and does not reflect what our financial position,
results of operations, and cash flows would have been had we been a public company during those periods. We
were not operated as a public company for historical periods presented prior to our IPO. The consolidated financial
information may not be indicative of our future financial condition, results of operations or cash flows.
55
Statement of operations data:
Revenues
Costs and expenses:
Year Ended December 31,
2015
2014
2013
2012
2011
(in thousands, except share and per share data)
$ 13,123,929
$ 19,828,155
$ 19,151,455
$ 20,138,687
$ 14,960,338
Cost of sales, excluding depreciation
11,481,614
18,471,203
17,803,314
18,269,078
13,855,163
Operating expenses, excluding depreciation
General and administrative expenses (1)
Gain on sale of asset
Depreciation and amortization expense
Income (loss) from operations
Other (expense) income:
Change in tax receivable agreement
liability
Change in fair value of continent
consideration
Change in fair value of catalyst lease
obligation
Interest expense, net
Income (loss) before income taxes
Income tax expense (benefit)
Net income (loss)
Less: net income attributable to
noncontrolling interests
Net income (loss) attributable to PBF Energy
Inc.
Weighted-average shares of Class A common
stock outstanding:
904,525
181,266
(1,004)
197,417
360,111
883,140
146,661
(895)
180,382
147,664
812,652
95,794
(183)
111,479
328,399
738,824
120,443
(2,329)
92,238
920,433
658,831
86,911
—
53,743
305,690
18,150
2,990
(8,540)
—
—
—
—
—
(2,768)
(5,215)
10,184
(106,187)
282,258
86,725
195,533
3,969
(98,764)
55,859
(22,412)
78,271
4,691
(3,724)
(93,784)
(108,629)
230,766
16,681
214,085
805,312
1,275
7,316
(65,120)
242,671
—
804,037
$
242,671
49,132
116,508
174,545
802,081
$
146,401
$
(38,237) $
39,540
$
1,956
Basic
Diluted
88,106,999
74,464,494
32,488,369
23,570,240
94,138,850
74,464,494
33,061,081
97,230,904
Net income (loss) available to Class A common
stock per share:
Basic
Diluted
Dividends per common share
Balance sheet data (at end of period) :
Total assets
Total long-term debt (2)
Total equity
Other financial data :
Capital expenditures (3)
——————————
$
$
$
$
1.66
1.65
1.20
6,105,124
1,881,637
2,095,857
$
$
$
$
(0.51) $
(0.51) $
$
$
1.20
5,164,008
1,260,349
1,693,316
1.22
1.20
1.20
4,413,808
747,576
$
$
$
$
0.08
0.08
—
4,253,702
$
3,621,109
729,980
804,865
1,715,256
1,723,545
1,110,918
$
981,080
$
631,332
$
415,702
$
222,688
$
574,883
(1) Includes acquisition related expenses consisting primarily of consulting and legal expenses related to the
Chalmette Acquisition and other pending and non-consummated acquisitions of $5.8 million in 2015 as well
as the Paulsboro and Toledo acquisitions and non-consummated acquisitions of $0.7 million in 2011.
(2) Total long-term debt, excluding debt issuance costs, includes current maturities and our Delaware Economic
Development Authority Loan.
(3) Includes expenditures for construction in progress, property, plant and equipment (including railcar
purchases), deferred turnaround costs and other assets, excluding the proceeds from sales of assets.
56
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following review of our results of operations and financial condition should be read in conjunction with
Items 1, 1A, and 2, “Business, Risk Factors, and Properties,” Item 6, “Selected Financial Data,” and Item 8,
“Financial Statements and Supplementary Data,” respectively, included in this Annual Report on Form 10-K.
CAUTIONARY STATEMENT FOR THE PURPOSE OF SAFE HARBOR PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Annual Report on Form 10-K contains certain “forward-looking statements”, as defined in the Private
Securities Litigation Reform Act of 1995, of expected future developments that involve risk and uncertainties. You
can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “should,”
“seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that relate to our
strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, margins,
costs, expenditures, cash flows, growth rates and financial results or to our expectations regarding future industry
trends are forward-looking statements. In addition, we, through our senior management, from time to time make
forward-looking public statements concerning our expected future operations and performance and other
developments. These forward-looking statements are subject to risks and uncertainties that may change at any
time, and, therefore, our actual results may differ materially from those that we expected. We derive many of our
forward-looking statements from our operating budgets and forecasts, which are based upon many detailed
assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict
the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our
actual results.
Important factors that could cause actual results to differ materially from our expectations, which we refer
to as “cautionary statements,” are disclosed under “Item 1A. Risk Factors,” and "Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations" and elsewhere in this Annual Report on Form 10-
K. All forward-looking information in this Annual Report on Form 10-K and subsequent written and oral forward-
looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by
the cautionary statements. Some of the factors that we believe could affect our results include:
• supply, demand, prices and other market conditions for our products, including volatility in commodity prices;
• the effects of competition in our markets;
• changes in currency exchange rates, interest rates and capital costs;
• adverse developments in our relationship with both our key employees and unionized employees;
• our ability to operate our businesses efficiently, manage capital expenditures and costs (including general
and administrative expenses) and generate earnings and cash flow;
• our substantial indebtedness;
• our supply and inventory intermediation arrangements expose us to counterparty credit and performance risk;
• termination of our A&R Intermediation Agreements with J. Aron could have a material adverse effect on our
liquidity, as we would be required to finance our refined products inventory covered by the agreements.
Additionally, we are obligated to repurchase from J. Aron certain intermediates and finished products located
at the Paulsboro and Delaware City refineries’ storage tanks upon termination of these agreements;
• restrictive covenants in our indebtedness that may adversely affect our operational flexibility;
• payments to the current and former holders of PBF LLC Series A Units and PBF LLC Series B Units under
our tax receivable agreement for certain tax benefits we may claim;
57
• our assumptions regarding payments arising under PBF Energy's tax receivable agreement and other
arrangements relating to our organizational structure are subject to change due to various factors, including,
among other factors, the timing of exchanges of PBF LLC Series A Units for shares of our Class A common
stock as contemplated by the tax receivable agreement, the price of our Class A common stock at the time of
such exchanges, the extent to which such exchanges are taxable, and the amount and timing of our income;
• our expectations and timing with respect to our acquisition activity and whether any acquisitions are accretive
or dilutive to shareholders;
• our expectations with respect to our capital improvement and turnaround projects;
• the status of an air permit to transfer crude through the Delaware City refinery's dock;
• the impact of disruptions to crude or feedstock supply to any of our refineries, including disruptions due
to problems at PBFX or with third party logistics infrastructure or operations, including pipeline, marine and
rail transportation;
• the possibility that we might reduce or not make further dividend payments;
• the inability of our subsidiaries to freely pay dividends or make distributions to us;
• the impact of current and future laws, rulings and governmental regulations, including the implementation
of rules and regulations regarding transportation of crude oil by rail;
• the effectiveness of our crude oil sourcing strategies, including our crude by rail strategy and related
commitments;
• adverse impacts related to recent legislation by the federal government lifting the restrictions on exporting
U.S. crude oil;
• market risks related to the volatility in the price of Renewable Identification Numbers ("RINS") required to
comply with the Renewable Fuel Standards;
• adverse impacts from changes in our regulatory environment or actions taken by environmental interest
groups;
• our ability to consummate the pending acquisition of the ownership interests of the Torrance refinery and
related logistics assets, the timing for the closing of such acquisition and our plans for financing such
acquisition;
• our ability to complete the successful integration of the completed acquisition of Chalmette Refining, and
the pending Torrance Acquisition into our business and to realize the benefits from such acquisitions;
• liabilities arising from the Chalmette Acquisition and/or Torrance Acquisition that are unforeseen or exceed
our expectations;
• risk associated with the operation of PBFX as a separate, publicly traded entity;
• potential tax consequences related to our investment in PBFX; and
• any decisions we make with respect to our energy-related logistical assets that may be transferred to PBFX.
We caution you that the foregoing list of important factors may not contain all of the material factors that
are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-
looking statements contained in this Annual Report on Form 10-K may not in fact occur. Accordingly, investors
should not place undue reliance on those statements.
Our forward-looking statements speak only as of the date of this Annual Report on Form 10-K. Except as
required by applicable law, including the securities laws of the United States, we do not intend to update or revise
58
any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by the foregoing.
Explanatory Note
This Annual Report on Form 10-K is filed by PBF Energy which is a holding company whose primary
asset is an equity interest in PBF LLC. PBF Energy is the sole managing member of, and owner of an equity interest
representing approximately 95.1% of the outstanding economic interests in, PBF LLC as of December 31, 2015.
PBF Energy operates and controls all of the business and affairs and consolidates the financial results of PBF LLC
and its subsidiaries. PBF LLC is a holding company for the companies that directly and indirectly own and operate
the business.
Unless the context indicates otherwise, the terms “we,” “us,” and “our” refer to PBF Energy and its
consolidated subsidiaries, including PBF LLC, PBF Holding and its subsidiaries and PBFX and its subsidiaries.
59
Executive Summary
Our business operations are conducted by PBF LLC and its subsidiaries. We were formed in March 2008
to pursue the acquisitions of crude oil refineries and downstream assets in North America. We currently own and
operate four domestic oil refineries and related assets located in Delaware City, Delaware, Paulsboro, New Jersey,
Toledo, Ohio, and New Orleans, Louisiana. Our refineries have a combined processing capacity, known as
throughput, of approximately 730,000 bpd, and a weighted average Nelson Complexity Index of 11.7. Effective
with the completion of the PBFX Offering in May 2014, the Company operates in two reportable business segments:
Refining and Logistics. The Company’s four oil refineries are all engaged in the refining of crude oil and other
feedstocks into petroleum products, and are aggregated into the Refining segment. PBFX operates logistical assets
such as crude oil and refined petroleum products terminals, pipelines, and storage facilities, which are aggregated
into the Logistics segment.
The following table summarizes our history and key events:
March 2008
PBF was formed.
June 2010
The idle Delaware City refinery and its related assets were acquired from affiliates of Valero.
December 2010
The Paulsboro refinery and its related assets were acquired from affiliates of Valero.
March 2011
The Toledo refinery and its related assets were acquired from Sunoco.
October 2011
The Delaware City refinery became operational.
February 2012
December 2012
February 2013
May 2014
February 2015
Our subsidiary, PBF Holding, issued $675.5 million aggregate principal amount of 8.25%
Senior Secured Notes due 2020.
PBF Energy completed the initial public offering of its common equity. In connection with the
initial public offering, PBF Energy became the sole managing member of PBF LLC.
PBFX was formed to own or lease, operate, develop and acquire crude oil and refined
petroleum products terminals, pipelines, storage facilities and similar logistics assets.
PBFX completed its initial public offering of 15,812,500 common units at a price to the public
of $23.00 per unit.
Blackstone and First Reserve sold, in a secondary offering, their remaining shares of Class A
common stock.
May 2015
PBFX issued $350.0 million aggregate principal amount of 6.875% Senior Notes due 2023.
September 2015
PBF Energy announced the pending Torrance Acquisition.
October 2015
PBF Energy completed a public offering of 11,500,000 shares of its Class A common stock.
November 2015
November 2015
The Chalmette refinery and its related assets were acquired from ExxonMobil and PDV
Chalmette, Inc.
Our subsidiary, PBF Holding, issued $500.0 million aggregate principal amount of 7.00%
Senior Secured Notes due 2023.
Factors Affecting Comparability
Our results over the past three years have been affected by the following events, which must be understood
in order to assess the comparability of our period to period financial performance and financial condition.
60
Chalmette Acquisition
On November 1, 2015, the Company acquired from ExxonMobil Oil Corporation, Mobil Pipe Line
Company and PDV Chalmette, Inc., 100% of the ownership interests of Chalmette Refining, which owns the
Chalmette refinery and related logistics assets. The Chalmette refinery, located outside of New Orleans, Louisiana,
is a dual-train coking refinery and is capable of processing both light and heavy crude oil. Subsequent to the closing
of the Chalmette Acquisition, Chalmette Refining is a wholly-owned subsidiary of PBF Holding.
Chalmette Refining owns 100% of the MOEM Pipeline, providing access to the Empire Terminal, as well
as the CAM Connection Pipeline, providing access to the Louisiana Offshore Oil Port facility through a third party
pipeline. Chalmette Refining also owns 80% of each of the Collins Pipeline Company and T&M Terminal Company,
both located in Collins, Mississippi, which provide a clean products outlet for the refinery to the Plantation and
Colonial Pipelines. Also included in the acquisition are a marine terminal capable of importing waterborne
feedstocks and loading or unloading finished products; a clean products truck rack which provides access to local
markets; and a crude and product storage facility.
The aggregate purchase price for the Chalmette Acquisition was $322.0 million in cash, plus estimated
inventory and working capital of $243.3 million, which is subject to final valuation upon agreement by both parties.
The transaction was financed through a combination of cash on hand and borrowings under the Company’s existing
revolving credit line.
Initial Public Offering of PBFX
On May 14, 2014, PBFX completed its initial public offering of 15,812,500 common units, including
2,062,500 common units issued upon exercise of the over-allotment option that was granted to the underwriters,
at a price to the public of $23.00 per unit. Upon completion of the PBFX Offering, PBF LLC held a 50.2% limited
partner interest in PBFX (consisting of 74,053 common units and 15,886,553 subordinated units), with the
remaining 49.8% limited partner interest held by public common unit holders.
PBFX’s initial assets consisted of the Delaware City Rail Terminal and the Toledo Truck Terminal, which
are integral components of the crude oil delivery operations at PBF Energy’s refineries. All of PBFX’s initial
revenue was derived from long-term, fee-based commercial agreements with subsidiaries of PBF Energy, which
include minimum volume commitments, for receiving, handling and transferring crude oil. These transactions are
eliminated by PBF Energy in consolidation.
PBFX received proceeds (after deducting underwriting discounts and structuring fees but before estimated
offering expenses) from the PBFX Offering of approximately $341.0 million. PBFX used the net proceeds from
the offering to: (i) distribute approximately $35.0 million to PBF LLC for certain capital expenditures incurred
prior to the closing of the PBFX Offering with respect to assets contributed to PBFX and to reimburse it for
estimated offering expenses; (ii) pay debt issuance costs of approximately $2.3 million related to the PBFX
Revolving Credit Facility and the PBFX Term Loan; and (iii) purchase $298.7 million in U.S. Treasury or other
investment grade securities which will be used to fund anticipated capital expenditures by PBFX. PBFX retained
approximately $5.0 million for general partnership purposes. PBFX also borrowed $298.7 million under the PBFX
Term Loan, which is secured by a pledge of the U.S. Treasury or other investment grade securities held by PBFX,
and distributed the proceeds of such borrowings to PBF LLC. PBF LLC contributed the proceeds of the PBFX
Offering and PBFX Term Loan borrowings to PBF Holding, which intends to use such funds for general corporate
purposes. In addition, as of December 31, 2015, 403,375 phantom units with distribution equivalent rights were
granted under the PBFX long term incentive plan to certain directors, officers (including our named executive
officers) and employees of PBF GP or its affiliates, which will vest in equal annual installments over a four-year
period.
61
Effective September 30, 2014, PBF Holding distributed to PBF LLC all of the equity interests of DCT II,
which assets consist solely of the DCR West Rack, immediately prior to the contribution of DCT II by PBF LLC
to PBFX. The DCR West Rack has an estimated throughput capacity of at least 40,000 bpd. PBFX transferred to
PBF LLC total consideration of $150.0 million, consisting of $135.0 million of cash and $15.0 million of PBFX
common units, or 589,536 common units. The cash consideration consisted of $105.0 million in borrowings under
the PBFX Revolving Credit Facility and $30.0 million in proceeds from the sale of marketable securities. PBFX
also borrowed an additional $30.0 million under the PBFX Revolving Credit Facility to repay $30.0 million of its
outstanding PBFX Term Loan in order to release the $30.0 million in marketable securities that had collateralized
PBFX’s Term Loan.
Effective December 11, 2014, PBF LLC contributed to PBFX all of the issued and outstanding limited
liability company interests of Toledo Terminaling, whose assets consist of the Toledo Storage Facility, for total
consideration of $150.0 million, consisting of $135.0 million of cash and $15.0 million of Partnership common
units, or 620,935 common units. The cash consideration consisted of $105.0 million in borrowings under the PBFX
Revolving Credit Facility and $30.0 million in proceeds from the sale of marketable securities. PBFX also borrowed
an additional $30.0 million under the PBFX Revolving Credit Facility to repay $30.0 million outstanding under
the PBFX Term Loan in order to release the $30.0 million in marketable securities that had collateralized the PBFX
Term Loan.
Effective May 14, 2015, PBF LLC contributed to PBFX all of the issued and outstanding limited liability
company interest of Delaware Pipeline Company LLC and Delaware City Logistics Company LLC, whose assets
consist of the Delaware City Products Pipeline and Truck Rack, for total consideration of $143.0 million, consisting
of $112.5 million of cash and $30.5 million of Partnership common units, or 1,288,420 common units. The cash
consideration was funded by PBFX with $88.0 million in proceeds from the PBFX 6.875% Senior Notes due 2023,
sale of approximately $0.7 million in marketable securities and $23.8 million in borrowings under PBFX Revolving
Credit Facility. PBFX borrowed an additional $0.7 million under its Revolving Credit Facility to repay $0.7 million
of its Term Loan in order to release the $0.7 million in marketable securities that had collateralized the Term Loan.
Subsequent to the transactions described above, as of December 31, 2015, PBF LLC holds a 53.7% limited
partner interest in PBFX (consisting of 2,572,944 common units and 15,886,553 subordinated units), with the
remaining 46.3% limited partner interest held by the public unit holders. PBF LLC also owns all of the incentive
distribution rights and indirectly owns a non-economic general partner interest in PBFX through its wholly-owned
subsidiary, PBF GP, the general partner of PBFX. During the subordination period (as set forth in the partnership
agreement of PBFX) holders of the subordinated units are not entitled to receive any distribution of available cash
until the common units have received the minimum quarterly distribution plus any arrearages in the payment of
the minimum quarterly distribution from prior quarters. If PBFX does not pay distributions on the subordinated
units, the subordinated units will not accrue arrearages for those unpaid distributions. Each subordinated unit will
convert into one common unit at the end of the subordination period.
Amended and Restated Asset Based Revolving Credit Facility
On an ongoing basis, the Revolving Loan is available to be used for working capital and other general
corporate purposes. In 2012, we amended the Revolving Loan to increase the aggregate size from $500.0 million
to $965.0 million. In addition, the Revolving Loan was amended and restated on October 26, 2012 to increase the
maximum availability to $1.375 billion, extend the maturity date to October 26, 2017 and amend the borrowing
base to include non-U.S. inventory. The agreement was expanded again in December 2012 and November 2013
to increase the maximum availability from $1.375 billion to $1.610 billion. On August 15, 2014, the agreement
was amended and restated once more to, among other things, increase the maximum availability to $2.50 billion
and extend its maturity to August 2019. The amended and restated Revolving Loan includes an accordion feature
which allows for aggregate commitments of up to $2.75 billion. In November and December 2015, PBF Holding
increased the maximum availability under the Revolving Loan to $2.60 billion and $2.64 billion, respectively, in
62
accordance with its accordion feature. The commitment fees on the unused portions, the interest rate on advances
and the fees for letters of credit have also been reduced in the amended and restated Revolving Loan.
Senior Secured Notes Offering
On November 24, 2015, PBF Holding and PBF Finance Corporation issued $500.0 million in aggregate
principal amount of the 2023 Senior Secured Notes. The net proceeds were approximately $490.0 million after
deducting the initial purchasers’ discount and offering expenses. The Company intends to use the proceeds for
general corporate purposes, including to fund a portion of the purchase price for the pending acquisition of the
Torrance refinery and related logistics assets.
Rail Facility Revolving Credit Facility
Effective March 25, 2014, PBF Rail Logistics Company LLC (“PBF Rail”), an indirect wholly-owned
subsidiary of PBF Holding, entered into a $250.0 million secured revolving credit agreement (the “Rail Facility”).
The primary purpose of the Rail Facility is to fund the acquisition by PBF Rail of coiled and insulated crude tank
cars and non-coiled and non-insulated general purpose crude tank cars (the "Eligible Railcars") before December
2015. The amount available to be advanced under the Rail Facility equals 70% of the lesser of the aggregate
Appraised Value of the Eligible Railcars, or the aggregate Purchase Price of such Eligible Railcars, as these terms
are defined in the credit agreement.
On April 29, 2015, the Rail Facility was amended to, among other things, extend the maturity from March
31, 2016 to April 29, 2017, reduce the total commitment from $250.0 million to $150.0 million, and reduce the
commitment fee on the used portion of the Rail Facility. At any time prior to maturity PBF Rail may repay and re-
borrow any advances without premium or penalty. On the first anniversary of the closing of the amendment, the
advance rate adjusts automatically to 65%.
PBFX Debt and Credit Facilities
On May 14, 2014, in connection with the closing of the PBFX Offering, PBFX entered into the five-year,
$275.0 million PBFX Revolving Credit Facility and the three-year, $300.0 million PBFX Term Loan. The PBFX
Revolving Credit Facility was increased from $275.0 million to $325.0 million in December 2014. The PBFX
Revolving Credit Facility is available to fund working capital, acquisitions, distributions and capital expenditures
and for other general partnership purposes and is guaranteed by a guaranty of collection from PBF LLC. PBFX
also has the ability to increase the maximum amount of the PBFX Revolving Credit Facility by an aggregate amount
of up to $275.0 million, to a total facility size of $600.0 million, subject to receiving increased commitments from
lenders or other financial institutions and satisfaction of certain conditions. The PBFX Revolving Credit Facility
includes a $25.0 million sublimit for standby letters of credit and a $25.0 million sublimit for swingline loans. The
PBFX Term Loan was used to fund distributions to PBF LLC and is guaranteed by a guaranty of collection from
PBF LLC and secured at all times by cash, U.S. Treasury or other investment grade securities in an amount equal
to or greater than the outstanding principal amount of the PBFX Term Loan.
The DCR West Rack Acquisition and the Toledo Storage Facility Acquisition each were funded partially
by proceeds from the sale of marketable securities and borrowings under the PBFX Revolving Credit Facility.
PBFX repaid a portion of its outstanding PBFX Term Loan in order to release the marketable securities that had
collateralized the PBFX Term Loan.
On May 12, 2015, PBFX entered into an indenture among the Partnership, PBF Logistics Finance
Corporation, a Delaware corporation and wholly-owned subsidiary of PBFX ("PBF Logistics Finance," and together
with PBFX, the "Issuers"), the Guarantors named therein (certain subsidiaries of PBFX) and Deutsche Bank Trust
Company Americas, as Trustee, under which the Issuers issued $350.0 million in aggregate principal amount of
the PBFX Senior Notes. PBF LLC has provided a limited guarantee of collection of the principal amount of the
PBFX Senior Notes, but is not otherwise subject to the covenants of the indenture. Of the $350.0 million aggregate
63
PBFX Senior Notes, $19.9 million were purchased by certain of PBF Energy’s officers and directors and their
affiliates pursuant to a separate private placement transaction. After deducting offering expenses, PBFX received
net proceeds of approximately $343.0 million from the PBFX Senior Notes offering.
J. Aron Intermediation Agreements
On May 29, 2015, PBF Holding entered into amended and restated inventory intermediation agreements
with J. Aron pursuant to which certain terms of the existing inventory intermediation agreements were amended,
including, among other things, pricing and an extension of the term for a period of two years from the original
expiry date of July 1, 2015, subject to certain early termination rights. In addition, the A&R Intermediation
Agreements include one-year renewal clauses by mutual consent of both parties.
Pursuant to each A&R Intermediation Agreement, J. Aron will continue to purchase and hold title to certain
of the intermediate and finished products produced by the Paulsboro and Delaware City refineries, respectively,
and delivered into tanks at the Refineries. Furthermore, J. Aron agrees to sell the Products back to Paulsboro
refinery and Delaware City refinery as the Products are discharged out of the Refineries' tanks. J. Aron has the
right to store the Products purchased in tanks under the A&R Intermediation Agreements and will retain these
storage rights for the term of the agreements. PBF Holding will continue to market and sell the Products
independently to third parties.
Crude Oil Acquisition Agreement Terminations
Effective July 31, 2014, PBF Holding terminated the Amended and Restated Crude Oil Acquisition
Agreement, dated as of March 1, 2012 as amended (the "Toledo Crude Oil Acquisition Agreement") with
MSCG. Under the terms of the Toledo Crude Oil Acquisition Agreement, we previously acquired substantially all
of our crude oil for our subsidiary's Toledo refinery from MSCG through delivery at various interstate pipeline
locations. No early termination penalties were incurred by us as a result of the termination. We began sourcing our
own crude oil needs for Toledo upon termination.
Effective December 31, 2015, our crude oil supply agreement with Statoil for the Delaware City refinery
expired. Subsequent to the termination of the Statoil supply agreement, we purchase all of our crude and feedstock
needs independently from a variety of suppliers, including Saudi Aramco and others, on the spot market or through
term agreements. We have a contract with PDVSA for the supply of 40,000 to 60,000 bpd of crude oil that can be
processed at any of our East or Gulf Coast refineries.
PBF Energy Inc. Public Offerings
On December 12, 2012, PBF Energy completed an initial public offering of 23,567,686 shares of its Class A
common stock at a public offering price of $26.00 per share. The initial public offering subsequently closed on
December 18, 2012. PBF Energy used the net proceeds of the offering to acquire approximately 24.4% of the
membership interests in PBF LLC from certain of its existing members. As a result of the initial public offering
and related reorganization transactions, PBF Energy became the sole managing member of PBF LLC with a
controlling voting interest in PBF LLC and its subsidiaries. Effective with completion of the initial public offering,
PBF Energy consolidates the financial results of PBF LLC and its subsidiaries and records a noncontrolling interest
in its consolidated financial statements representing the economic interests of noncontrolling PBF LLC unit holders.
PBF LLC is PBF Energy’s predecessor for accounting purposes. The financial statements and results of operations
for periods prior to the completion of PBF Energy’s initial public offering and the related reorganization transactions
are those of PBF LLC.
Additionally, a series of secondary offerings were made in 2013, 2014 and 2015 whereby funds affiliated
with Blackstone and First Reserve sold their interests in us. On June 12, 2013, Blackstone and First Reserve
completed an exchange of 15,950,000 PBF LLC Series A units for the same number of PBF Energy Class A common
stock which were sold in a secondary public offering (the "2013 secondary offering"). On January 10, 2014, March
64
26, 2014 and June 17, 2014, funds affiliated with Blackstone and First Reserve exchanged 15,000,000, 15,000,000
and 18,000,000 PBF LLC Series A units, respectively, for the same number of shares of PBF Energy Class A
common stock that were subsequently sold in secondary public offerings (the “2014 secondary offerings”). On
February 6, 2015, funds affiliated with Blackstone and First Reserve exchanged 3,804,653 PBF LLC Series A units
for the same number of shares of PBF Energy Class A common stock which were subsequently sold in a secondary
public offering (the “February 2015 secondary offering” and collectively with the 2013 secondary offering and
the 2014 secondary offerings, the "secondary offerings"). As a result of these secondary offerings, Blackstone and
First Reserve no longer hold any PBF LLC Series A units. The holders of PBF LLC Series B Units, which include
certain current and former executive officers of PBF Energy, received a portion of the proceeds of the sales of the
PBF Energy Class A common stock by Blackstone and First Reserve in accordance with the amended and restated
limited liability company agreement of PBF LLC. PBF Energy did not receive any proceeds from the secondary
offerings.
On October 13, 2015, we completed the October 2015 Equity Offering of an aggregate of 11,500,000 shares
of Class A common stock, including 1,500,000 shares of Class A common stock that was sold pursuant to the
exercise of an over-allotment option, for net proceeds of $344.0 million, after deducting underwriting discounts
and commissions and other offering expenses.
As of December 31, 2014, including the 2014 secondary offerings described above, we owned 81,981,119
PBF LLC Series C Units and Blackstone, First Reserve and our current and former executive officers and directors
and certain employees beneficially owned 9,170,696 PBF LLC Series A Units. The holders of our issued and
outstanding shares of Class A common stock had 89.9% of the voting power in us and the members of PBF LLC
other than PBF Energy through their holdings of Class B common stock had 10.1% of the voting power in us.
As of December 31, 2015, including the February 2015 secondary offering described above, we now own
97,781,933 PBF LLC Series C Units and our current and former executive officers and directors and certain
employees beneficially own 4,985,358 PBF LLC Series A Units, and the holders of our issued and outstanding
shares of Class A common stock have 95.1% of the voting power in us and the members of PBF LLC other than
PBF Energy through their holdings of Class B common stock have the remaining 4.9% of the voting power in us.
Tax Receivable Agreement
In connection with our initial public offering, we entered into a tax receivable agreement pursuant to which
we are required to pay the members of PBF LLC, who exchange their units for PBF Energy Class A common stock
or whose units we purchase, approximately 85% of the cash savings in income taxes that we realize as a result of
the increase in the tax basis of our interest in PBF LLC, including tax benefits attributable to payments made under
the tax receivable agreement. We have recognized, as of December 31, 2015, a liability for the tax receivable
agreement of $661.4 million, reflecting our estimate of the undiscounted amounts that we expect to pay under the
agreement due to exchanges in connection with our IPO and our secondary offerings. Our estimate of the tax
receivable agreement liability is based, in part, on forecasts of future taxable income over the anticipated life of
our future business operations, assuming no material changes in the relevant tax law. Periodically, we may adjust
the liability based, in part, on an updated estimate of the amounts that we expect to pay, using assumptions consistent
with those used in our concurrent estimate of the deferred tax asset valuation allowance. For example, we must
adjust the estimated tax receivable agreement liability each time we purchase PBF LLC Series A Units or upon an
exchange of PBF LLC Series A Units for our Class A common stock. These periodic adjustments to the tax
receivable liability, if any, are recorded in general and administrative expense and may result in adjustments to our
income tax expense and deferred tax assets and liabilities.
Share Repurchase Program
On August 19, 2014, the Company's Board of Directors authorized the repurchase of up to $200.0 million
of our Class A common stock. On October 29, 2014, the Board of Directors approved an additional $100.0 million
increase to the existing Repurchase Program. The Repurchase Program expires on September 30, 2016. As of
December 31, 2015 the Company has purchased approximately 6.05 million shares of the Company's Class A
65
common stock under the Repurchase Program for $150.8 million through open market transactions. The Company
currently has the ability to purchase approximately an additional $149.2 million in common stock under the
approved Repurchase Program.
These repurchases may 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 may be effected through Rule 10b5-1 and Rule 10b-18 plans. The timing and number of shares repurchased
will depend on a variety of factors, including price, capital availability, legal requirements and economic and market
conditions. The Company is not obligated to purchase any shares under the Repurchase Program, and repurchases
may be suspended or discontinued at any time without prior notice.
Renewable Fuels Standard
We have seen fluctuations in the cost of renewable fuel credits, known as RINs, required for compliance
with the RFS. We incurred approximately $171.6 million in RINs costs during the year ended December 31, 2015
as compared to $115.7 million and $126.4 million during the years ended December 31, 2014 and 2013, respectively.
The fluctuations in RINs costs are due primarily to volatility in prices for ethanol-linked RINs and increases in
our production of on-road transportation fuels since 2012. Our RINs purchase obligation is dependent on our actual
shipment of on-road transportation fuels domestically and the amount of blending achieved.
Factors Affecting Operating Results
Overview
Our earnings and cash flows from operations are primarily affected by the relationship between refined
product prices and the prices for crude oil and other feedstocks. The cost to acquire crude oil and other feedstocks
and the price of refined petroleum products ultimately sold depends on numerous factors beyond our control,
including the supply of, and demand for, crude oil, gasoline, diesel and other refined petroleum products, which,
in turn, depend on, among other factors, changes in global and regional economies, weather conditions, global and
regional political affairs, production levels, the availability of imports, the marketing of competitive fuels, pipeline
capacity, prevailing exchange rates and the extent of government regulation. Our revenue and operating income
fluctuate significantly with movements in industry refined petroleum product prices, our materials cost fluctuate
significantly with movements in crude oil prices and our other operating expenses fluctuate with movements in
the price of energy to meet the power needs of our refineries. In addition, the effect of changes in crude oil prices
on our operating results is influenced by how the prices of refined products adjust to reflect such changes.
Crude oil and other feedstock costs and the prices of refined petroleum products have historically been
subject to wide fluctuation. Expansion and upgrading of existing facilities and installation of additional refinery
distillation or conversion capacity, price volatility, international political and economic developments and other
factors beyond our control are likely to continue to play an important role in refining industry economics. These
factors can impact, among other things, the level of inventories in the market, resulting in price volatility and a
reduction or increase in product margins. Moreover, the industry typically experiences seasonal fluctuations in
demand for refined petroleum products, such as for gasoline and diesel, during the summer driving season and for
home heating oil during the winter.
Benchmark Refining Margins
In assessing our operating performance, we compare the refining margins (revenue less materials cost) of
each of our refineries against a specific benchmark industry refining margin based on crack spreads. Benchmark
refining margins take into account both crude and refined petroleum product prices. When these prices are combined
in a formula they provide a single value—a gross margin per barrel—that, when multiplied by throughput, provides
an approximation of the gross margin generated by refining activities.
66
The performance of our East Coast refineries generally follows the Dated Brent (NYH) 2-1-1 benchmark
refining margin. Our Toledo refinery generally follows the WTI (Chicago) 4-3-1 benchmark refining margin. Our
Chalmette refinery generally follows the LLS (Gulf Coast) 2-1-1 benchmark refining margin.
While the benchmark refinery margins presented below under “Results of Operations—Market Indicators”
are representative of the results of our refineries, each refinery’s realized gross margin on a per barrel basis will
differ from the benchmark due to a variety of factors affecting the performance of the relevant refinery to its
corresponding benchmark. These factors include the refinery’s actual type of crude oil throughput, product yield
differentials and any other factors not reflected in the benchmark refining margins, such as transportation costs,
storage costs, credit fees, fuel consumed during production and any product premiums or discounts, as well as
inventory fluctuations, timing of crude oil and other feedstock purchases, a rising or declining crude and product
pricing environment and commodity price management activities. As discussed in more detail below, each of our
refineries, depending on market conditions, has certain feedstock-cost and product-value advantages and
disadvantages as compared to the refinery’s relevant benchmark.
Credit Risk Management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial
loss to us. Our exposure to credit risk is reflected in the carrying amount of the receivables that are presented in
our balance sheet. To minimize credit risk, all customers are subject to extensive credit verification procedures
and extensions of credit above defined thresholds are to be approved by the senior management. Our intention is
to trade only with recognized creditworthy third parties. In addition, receivable balances are monitored on an
ongoing basis. We also limit the risk of bad debts by obtaining security such as guarantees or letters of credit.
Other Factors
We currently source our crude oil for the Paulsboro, Delaware City and Chalmette refineries on a global
basis through a combination of market purchases and short-term purchase contracts, and through our crude oil
supply agreements with Saudi Aramco and PDVSA. Our crude oil supply agreement with Statoil for Paulsboro
was terminated effective March 31, 2013, at which time we began to source Paulsboro’s crude oil and feedstocks
independently. Our crude oil supply agreement with Statoil for Delaware City expired on December 31, 2015.
Subsequent to the termination of the Statoil supply agreement, we purchase all of our crude and feedstock needs
independently from a variety of suppliers, including Saudi Aramco and others, on the spot market or through term
agreements. We have been purchasing up to approximately 100,000 bpd of crude oil from Saudi Aramco that is
processed at Paulsboro. We have a contract with PDVSA for the supply of 40,000 to 60,000 bpd of crude oil that
can be processed at any of our East or Gulf Coast refineries. Prior to the termination of the Toledo Crude Oil
Acquisition Agreement, our Toledo refinery sourced domestic and Canadian crude oil through similar market
purchases through this crude supply contract with MSCG. Subsequently, our Toledo refinery has sourced its crude
oil and feedstocks independently. We believe purchases based on market pricing has given us flexibility in obtaining
crude oil at lower prices and on a more accurate “as needed” basis. Since our Paulsboro and Delaware City refineries
access their crude slates from the Delaware River via ship or barge and through our rail facilities at Delaware City,
these refineries have the flexibility to purchase crude oils from the Mid-Continent and Western Canada, as well as
a number of different countries.
Since 2012, we expanded and upgraded the existing on-site railroad infrastructure at the Delaware City
refinery, including the expansion of the crude rail unloading facilities. Currently, crude oil delivered by rail to this
facility is consumed at our Delaware City refinery. We may also transport some of the crude delivered by rail from
Delaware City via barge to our Paulsboro refinery or other third party destinations. In 2014, we completed a project
to expand the Delaware City heavy crude rail unloading facility. The Delaware City rail unloading facility, which
was transferred to PBFX in 2014, allows our East Coast refineries to source WTI-based crude oils from Western
Canada and the Mid-Continent, which we believe, at times, may provide cost advantages versus traditional Brent-
based international crude oils.
67
During 2012 and January 2013, we entered into agreements to lease or purchase 5,900 crude railcars which
will enable us to transport crude oil by rail to each of our refineries. A portion of these railcars were purchased via
the Rail Facility entered into during 2014. Additionally, we have purchased a portion of these railcars and
subsequently sold them to a third party, which has leased the railcars back to us for periods of between four and
seven years. As of December 31, 2015 and 2014, we have purchased and subsequently leased back 1,122 and 1,403
railcars, respectively. Our railcar fleet, at times, provides transportation flexibility within our crude oil sourcing
strategy that allows our East Coast refineries to process cost advantaged crude from Canada and the Mid-Continent.
Our operating cost structure is also important to our profitability. Major operating costs include costs relating
to employees and contract labor, energy, maintenance and environmental compliance, and renewable fuel credits,
known as RINs, required for compliance with the Renewable Fuels Standard. The predominant variable cost is
energy, in particular, the price of utilities, natural gas, electricity and chemicals.
Our operating results are also affected by the reliability of our refinery operations. Unplanned downtime of
our refinery assets generally results in lost margin opportunity and increased maintenance expense. The financial
impact of planned downtime, such as major turnaround maintenance, is managed through a planning process that
considers such things as the margin environment, the availability of resources to perform the needed maintenance
and feed logistics, whereas unplanned downtime does not afford us this opportunity.
Refinery-Specific Information
The following section includes refinery-specific information related to our operations, crude oil differentials,
ancillary costs, and local premiums and discounts.
Delaware City Refinery. The benchmark refining margin for the Delaware City refinery is calculated by
assuming that two barrels of the benchmark Dated Brent crude oil are converted into one barrel of gasoline and
one barrel of ULSD. We calculate this refining margin using the NYH market value of gasoline and ultra-low
sulfur diesel against the market value of Dated Brent crude oil and refer to the benchmark as the Dated Brent
(NYH) 2-1-1 benchmark refining margin. Our Delaware City refinery has a product slate of approximately 55%
gasoline, 33% distillate (consisting of ULSD, marketed as ULSD or low sulfur heating oil, and conventional heating
oil), 1% high-value petrochemicals, with the remaining portion of the product slate comprised of lower-value
products (4% petroleum coke, 4% LPGs and 3% other). For this reason, we believe the Dated Brent (NYH) 2-1-1
is an appropriate benchmark industry refining margin. The majority of Delaware City revenues are generated off
NYH-based market prices.
The Delaware City refinery’s realized gross margin on a per barrel basis has historically differed from the
Dated Brent (NYH) 2-1-1 benchmark refining margin due to the following factors:
•
•
the Delaware City refinery processes a slate of primarily medium and heavy, and sour crude oil, which has
constituted approximately 65% to 70% of total throughput. The remaining throughput consists of sweet crude
oil and other feedstocks and blendstocks. In addition, we have the capability to process a significant volume
of light, sweet price-advantaged crude oil which may affect our overall crude slate depending on market
conditions. Our total throughput costs have historically priced at a discount to Dated Brent; and
as a result of the heavy, sour crude slate processed at Delaware City, we produce low value products including
sulfur and petroleum coke. These products are priced at a significant discount to gasoline, ULSD and heating
oil and represent approximately 5% to 7% of our total production volume.
Paulsboro Refinery. The benchmark refining margin for the Paulsboro refinery is calculated by assuming
that two barrels of the benchmark Dated Brent crude oil are converted into one barrel of gasoline and one barrel
of ultra-low sulfur diesel. We calculate this refining margin using the New York Harbor market value of gasoline
and ultra-low sulfur diesel against the market value of Dated Brent crude oil and refer to the benchmark as the
Dated Brent (NYH) 2-1-1 benchmark refining margin. Our Paulsboro refinery has a product slate of approximately
40% gasoline, 37.5% distillate (comprised of jet fuel, ULSD and heating oil), 4.5% high-value Group I lubricants,
with the remaining portion of the product slate comprised of lower-value products (2% petroleum coke, 4% LPGs,
68
3% fuel oil, 8.5% asphalt and 0.5% other). For this reason, we believe the Dated Brent (NYH) 2-1-1 is an appropriate
benchmark industry refining margin. The majority of Paulsboro revenues are generated off NYH-based market
prices.
The Paulsboro refinery’s realized gross margin on a per barrel basis has historically differed from the Dated
Brent (NYH) 2-1-1 benchmark refining margin due to the following factors:
•
•
•
the Paulsboro refinery has generally processed a slate of primarily medium and heavy, and sour crude oil,
which has historically constituted approximately 65% to 70% of total throughput. The remaining throughput
consists of sweet crude oil and other feedstocks and blendstocks;
as a result of the heavy, sour crude slate processed at Paulsboro, we produce low value products including
sulfur, petroleum coke and fuel oil. These products are priced at a significant discount to gasoline and heating
oil and represent approximately 5% to 7% of our total production volume; and
the Paulsboro refinery produces Group I lubricants which, through an extensive production process, have a
low volume yield on throughput but carry a premium sales price.
Toledo Refinery. The benchmark refining margin for the Toledo refinery is calculated by assuming that four
barrels of benchmark WTI crude oil are converted into three barrels of gasoline, one-half barrel of ULSD and one-
half barrel of jet fuel. We calculate this refining margin using the Chicago market values of gasoline and ULSD
and the United States Gulf Coast value of jet fuel against the market value of WTI crude oil and refer to this
benchmark as the WTI (Chicago) 4-3-1 benchmark refining margin. Our Toledo refinery has a product slate of
approximately 52% gasoline, 36% distillate (comprised of jet fuel and ULSD), 5% high-value petrochemicals
(including nonene, tetramer, benzene, xylene and toluene) with the remaining portion of the product slate comprised
of lower-value products (5% LPGs and 2% other). For this reason, we believe the WTI (Chicago) 4-3-1 is an
appropriate benchmark industry refining margin. The majority of Toledo revenues are generated off Chicago-based
market prices.
The Toledo refinery’s realized gross margin on a per barrel basis has historically differed from the WTI
(Chicago) 4-3-1 benchmark refining margin due to the following factors:
•
•
the Toledo refinery processes a slate of domestic sweet and Canadian synthetic crude oil. Historically, Toledo’s
blended average crude costs have been higher than the market value of WTI crude oil;
the Toledo refinery configuration enables it to produce more barrels of product than throughput which generates
a pricing benefit; and
•
the Toledo refinery generates a pricing benefit on some of its refined products, primarily its petrochemicals.
Chalmette Refinery. The benchmark refining margin for the Chalmette refinery is the LLS (Gulf Coast)
2-1-1 crack spread, which is a benchmark that approximates the per barrel refining margin resulting from processing
two barrels of crude oil to produce one barrel of gasoline and one barrel of ultra-low sulfur diesel. We calculate
this refining margin using the US Gulf Coast Conventional market value of gasoline and ultra-low sulfur diesel
against the market value of LLS crude oil and refer to this benchmark as the LLS (Gulf Coast) 2-1-1 benchmark
refining margin. Our Chalmette refinery has a product slate of approximately 55% gasoline, 33% distillate
(comprised of ULSD, LSD, Heating Oil, and light crude oil), 5% high-value petrochemicals (including benzene
and xylenes) with the remaining portion of the product slate comprised of lower-value products (3% petroleum
coke, 3% LPGs and 1% other). For this reason, we believe the LLS (Gulf Coast) 2-1-1 is an appropriate benchmark
industry refining margin. The majority of Chalmette revenues are generated off Gulf Coast-based market prices.
69
Results of Operations
The tables below reflect our consolidated financial and operating highlights for the years ended December 31,
2015, 2014 and 2013 (amounts in thousands, except per share data). Effective with the completion of the PBFX
Offering in May 2014, we operate in two reportable business segments: Refining and Logistics. Our four oil
refineries, excluding the assets owned by PBFX, are all engaged in the refining of crude oil and other feedstocks
into petroleum products, and are aggregated into the Refining segment. PBFX is a publicly traded master limited
partnership that operates logistical assets such as crude oil and refined petroleum products terminals, pipelines and
storage facilities. PBFX's operations are aggregated into the Logistics segment. Prior to the PBFX Offering, DCR
West Rack Acquisition, Toledo Storage Facility Acquisition and the Delaware City Products Pipeline and Truck
Rack acquisition, PBFX's assets were operated within the refining operations of our Delaware City and Toledo
refineries and were not considered to be a separate reportable segment. We did not analyze our results by individual
segments as our Logistics segment does not have any third party revenue and substantially all of its operating
results eliminate in consolidation. Additionally, third party expenses attributable directly to the Logistics segment
are immaterial to our consolidated operating results.
Year Ended December 31,
2015
13,123,929
11,481,614
1,642,315
$
2014
19,828,155
18,471,203
1,356,952
$
2013
19,151,455
17,803,314
1,348,141
904,525
181,266
(1,004)
197,417
360,111
18,150
10,184
(106,187)
282,258
86,725
195,533
49,132
146,401
571,524
$
$
883,140
146,661
(895)
180,382
147,664
2,990
3,969
(98,764)
55,859
(22,412)
78,271
116,508
(38,237) $
812,652
95,794
(183)
111,479
328,399
(8,540)
4,691
(93,784)
230,766
16,681
214,085
174,545
39,540
308,399
$
436,867
1,512,330
1,314,101
1,348,141
1.66
1.65
$
$
(0.51) $
(0.51) $
1.22
1.20
Revenue
Cost of sales, excluding depreciation
Operating expenses, excluding depreciation
General and administrative expenses
Gain on sale of asset
Depreciation and amortization expense
Income from operations
Change in tax receivable agreement liability
Change in fair value of catalyst leases
Interest expense, net
Income before income taxes
Income tax expense (benefit)
Net income
Less: net income attributable to
noncontrolling interest
Net income (loss) attributable to PBF Energy Inc.
Gross margin
Gross refining margin (1)
Net income (loss) available to Class A common
stock per share:
Basic
Diluted
——————————
(1) See Non-GAAP Financial Measures below.
$
$
$
$
$
70
Operating Highlights
Key Operating Information
Production (barrels per day in thousands)
Crude oil and feedstocks throughput (barrels per day in
thousands)
Total crude oil and feedstocks throughput (millions of
barrels)
Gross refining margin, excluding special items per barrel of
throughput (1)
Operating expense, excluding depreciation, per barrel of
throughput
$
$
Crude and feedstocks (% of total throughput) (2):
Heavy Crude
Medium Crude
Light Crude
Other feedstocks and blends
Total throughput
Yield (% of total throughput):
Gasoline and gasoline blendstocks
Distillates and distillate blendstocks
Lubes
Chemicals
Other
Total yield
——————————
(1) See Non-GAAP Financial Measures below.
Year Ended December 31,
2015
2014
2013
511.9
516.4
188.4
10.29
4.72
$
$
452.1
453.1
165.4
12.11
5.34
$
$
451.0
452.8
165.3
8.16
4.92
14%
49%
26%
11%
100%
49%
35%
1%
3%
12%
100%
14%
44%
33%
9%
100%
47%
36%
2%
3%
12%
100%
15%
42%
35%
8%
100%
46%
37%
2%
3%
12%
100%
(2) We define heavy crude oil as crude oil with American Petroleum Institute (API) gravity less than 24 degrees.
We define medium crude oil as crude oil with API gravity between 24 and 35 degrees. We define light crude oil
as crude oil with API gravity higher than 35 degrees.
71
The table below summarizes certain market indicators relating to our operating results as reported by Platts.
Dated Brent Crude
West Texas Intermediate (WTI) crude oil
Light Louisiana Sweet (LLS) crude oil
Crack Spreads
Dated Brent (NYH) 2-1-1
WTI (Chicago) 4-3-1
LLS (Gulf Coast) 2-1-1
Crude Oil Differentials
Dated Brent (foreign) less WTI
Dated Brent less Maya (heavy, sour)
Dated Brent less WTS (sour)
Dated Brent less ASCI (sour)
WTI less WCS (heavy, sour)
WTI less Bakken (light, sweet)
WTI less Syncrude (light, sweet)
Natural gas (dollars per MMBTU)
2015 Compared to 2014
Year Ended December 31,
2015
2014
2013
(dollars per barrel, except as noted)
$
$
$
$
$
$
$
$
$
$
$
$
$
52.56
48.71
52.36
16.35
17.91
14.39
3.85
8.45
3.59
4.57
11.87
$
$
$
$
$
$
$
$
$
$
$
2.89
(1.45) $
$
2.63
98.95
93.28
96.92
12.92
15.92
16.95
5.66
13.08
11.62
6.49
19.45
5.47
2.25
4.26
$
$
$
$
$
$
$
$
$
$
$
$
$
108.66
97.99
107.31
12.34
20.09
11.54
10.67
11.38
13.31
6.67
24.62
5.12
0.63
3.73
Overview— Net income for PBF Energy was $195.5 million for the year ended December 31, 2015 compared
to $78.3 million for the year ended December 31, 2014. Net income attributable to PBF Energy was $146.4 million,
or $1.65 per diluted share ($1.65 per share on a fully exchanged, fully diluted basis based on adjusted fully-
converted net income, or $4.27 per share on a fully exchanged, fully diluted basis based on adjusted fully-converted
net income excluding special items, as described below in Non-GAAP Financial Measures), for the year ended
December 31, 2015 compared to net loss attributable to PBF Energy of $38.2 million, or $0.51 per diluted share
($0.24 net income per share on a fully exchanged, fully diluted basis based on adjusted fully-converted net income,
or $4.50 net income per share on a fully exchanged, fully diluted basis based on adjusted fully-converted net income
excluding special items, as described below in Non-GAAP Financial Measures), for the year ended December 31,
2014. The net income attributable to PBF Energy represents PBF Energy’s equity interest in PBF LLC’s pre-tax
income (loss), less applicable income taxes. PBF Energy's weighted-average equity interest in PBF LLC was 94.0%
and 77.9% for the years ended December 31, 2015 and 2014, respectively.
Our results for the year ended December 31, 2015 were negatively impacted by a non-cash special item
consisting of a pre-tax inventory LCM adjustment of approximately $427.2 million or $258.0 million net of tax
whereas our results for the year ended December 31, 2014 were negatively impacted by a pre-tax inventory LCM
adjustment of approximately $690.1 million or $412.7 million net of tax. These LCM charges were recorded due
to significant declines in the price of crude oil and refined products in 2015 and 2014. Our throughput rates during
the year ended December 31, 2015 compared to December 31, 2014 were higher due to the acquisition of the
Chalmette refinery on November 1, 2015 as well as an approximate 40-day plant-wide planned turnaround at our
Toledo Refinery completed in the fourth quarter of 2014. Our results for the year ended December 31, 2015 were
positively impacted by higher throughput volumes, lower non-cash special items for LCM charges and higher
crack spreads for the East Coast and in the Mid-Continent partially offset by unfavorable movements in certain
crude differentials.
72
Revenues— Revenues totaled $13.1 billion for the year ended December 31, 2015 compared to $19.8 billion
for the year ended December 31, 2014, a decrease of approximately $6.7 billion or 33.8%. For the year ended
December 31, 2015, the total throughput rates in the East Coast and Mid-Continent refineries averaged
approximately 330,700 bpd and 153,800 bpd, respectively. For the period from its acquisition on November 1,
2015 through December 31, 2015, our Gulf Coast refinery's throughput averaged 190,800 bpd. For the year ended
December 31, 2014, the total throughput rates at our East Coast and Mid-Continent refineries averaged
approximately 325,300 bpd and 127,800 bpd, respectively. The increase in throughput rates at our East Coast
refineries in 2015 compared to 2014 was primarily due to higher run rates as a result of favorable market economics
partially offset by unplanned downtime at our Delaware City refinery in 2015. The increase in throughput rates at
our Mid-Continent refinery in 2015 compared to 2014 was primarily due an approximate 40-day plant-wide planned
turnaround completed in the fourth quarter of 2014. For the year ended December 31, 2015, the total refined product
barrels sold at our East Coast and Mid-Continent refineries averaged approximately 366,100 bpd and 162,600 bpd,
respectively. For the year ended December 31, 2014, the total refined product barrels sold at our East Coast and
Mid-Continent refineries averaged approximately 350,800 bpd and 144,100 bpd, respectively. For the period from
its acquisition on November 1, 2015 through December 31, 2015, the total refined product barrels sold at our Gulf
Coast refinery averaged 216,100 bpd. Total refined product barrels sold were higher than throughput rates, reflecting
sales from inventory as well as sales and purchases of refined products outside the refineries.
Gross Margin— Gross refining margin (as defined below in Non-GAAP Financial Measures) totaled $1,512.3
million, or $8.02 per barrel of throughput ($1,939.6 million or $10.29 per barrel of throughput excluding the impact
of special items), for the year ended December 31, 2015 compared to $1,314.1 million, or $7.94 per barrel of
throughput ($2,004.2 million or $12.11 per barrel of throughput excluding the impact of special items), for the
year ended December 31, 2014. Gross margin, including refinery operating expenses and depreciation, totaled
$571.5 million, or $3.03 per barrel of throughput, for the year ended December 31, 2015, compared to $308.4
million, or $1.86 per barrel of throughput, for the year ended December 31, 2014, an increase of $263.1 million.
Excluding the impact of special items, gross refining margin decreased due to the narrowing of certain crude
differentials partially offset by higher throughput rates, reflecting the impact from the Chalmette Acquisition, and
favorable movements in crack spreads. Excluding the impact of special items, gross margin was relatively consistent
with the prior year.
Average industry refining margins in the U.S. Mid-Continent were generally improved during the year ended
December 31, 2015, as compared to the same period in 2014. The WTI (Chicago) 4-3-1 industry crack spread was
approximately $17.91 per barrel, or 12.5% higher, in the year ended December 31, 2015, as compared to the same
period in 2014. The price of WTI versus Dated Brent and other crude discounts narrowed during the year ended
December 31, 2015, and our refinery specific crude slate in the Mid-Continent faced an adverse WTI/Syncrude
differential, which averaged a premium of $1.45 per barrel for the year ended December 31, 2015 as compared to
a discount of $2.25 per barrel in the same period in 2014.
The Dated Brent (NYH) 2-1-1 industry crack spread was approximately $16.35 per barrel, or 26.5% higher,
in the year ended December 31, 2015, as compared to the same period in 2014. However, the WTI/Dated Brent
differential was $1.81 lower in the year ended December 31, 2015, as compared to the same period in 2014, and
the WTI/Bakken differential was $2.58 per barrel less favorable for the same periods. The Dated Brent/Maya
differential was approximately $4.63 per barrel less favorable in the year ended December 31, 2015 as compared
to the same period in 2014. Additionally, the decrease in the Dated Brent/Maya crude differential, our proxy for
the light/heavy crude differential, had a negative impact on our East Coast refineries, which can process a large
slate of medium and heavy, sour crude oil that is priced at a discount to light, sweet crude oil. However, the lower
flat price of crude oil during 2015 as compared to 2014 resulted in improved margins on certain lower value
products we produce.
73
Operating Expenses— Operating expenses totaled $904.5 million for the year ended December 31, 2015
compared to $883.1 million, or $5.34 per barrel of throughput, for the year ended December 31, 2014, an increase
of $21.4 million, or 2.4%. Of the total $904.5 million of operating expenses, approximately $889.4 million, or
$4.72 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $15.1
million related to expenses incurred by the Logistics segment. The increase in operating expenses is mainly
attributable to an increase of approximately $45.8 million in maintenance costs primarily driven by the Chalmette
Acquisition in 2015 and general repairs at the Delaware City and Paulsboro refineries, an increase of $17.3 million
in employee compensation primarily driven by additional headcount and $14.9 million of increased catalyst and
chemicals costs partially offset by reduced energy costs of $64.4 million due to lower natural gas prices. Although
operating expenses increased on an overall basis, refinery operating expenses per barrel decreased as a result of
higher throughput volumes. Our operating expenses principally consist of salaries and employee benefits,
maintenance, energy and catalyst and chemicals costs at our refineries. The operating expenses related to the
Logistics segment consist of costs related to the operation and maintenance of PBFX's assets subsequent to the
PBFX Offering and asset acquisitions from PBF Energy.
General and Administrative Expenses— General and administrative expenses totaled $181.3 million for the
year ended December 31, 2015, compared to $146.7 million for the year ended December 31, 2014, an increase
of $34.6 million or 23.6%. The increase in general and administrative expenses primarily relates to higher employee
compensation expense of $13.3 million, mainly related to higher headcount and incentive compensation, higher
equity compensation expense of $4.4 million, higher outside services fees of $3.0 million related to professional,
legal and engineering consultants attributable to the Chalmette Acquisition and higher expenses associated with
PBFX. Our general and administrative expenses are comprised of the personnel, facilities and other infrastructure
costs necessary to support our refineries.
Gain on Sale of Assets— Gain on sale of assets for the year ended December 31, 2015 was $1.0 million
which related to the sale of railcars which were subsequently leased back to us, compared to a gain of $0.9 million
for the year ended December 31, 2014, for the sale of railcars.
Depreciation and Amortization Expense— Depreciation and amortization expense totaled $197.4 million
for the year ended December 31, 2015, compared to $180.4 million for the year ended December 31, 2014, an
increase of $17.0 million. The increase was largely driven by our increased fixed asset base due to capital projects
and turnarounds completed during 2014 and 2015 as well as the acquisition of the Chalmette refinery in 2015.
These general increases were partially offset by reduction in impairment charges. In 2014, we recorded a $28.5
million impairment related to an abandoned capital project at our Delaware City refinery during that year whereas
we did not record any significant impairment charges in the year ended December 31, 2015.
Change in Fair Value of Catalyst Leases— Change in the fair value of catalyst leases represented a gain of
$10.2 million for the year ended December 31, 2015, compared to a gain of $4.0 million for the year ended
December 31, 2014. These gains relate to the change in value of the precious metals underlying the sale and
leaseback of our refineries’ precious metals catalyst, which we are obligated to return or repurchase at fair market
value on the lease termination dates.
Interest Expense, net— Interest expense totaled $106.2 million for the year ended December 31, 2015,
compared to $98.8 million for the year ended December 31, 2014, an increase of $7.4 million. This increase is
mainly attributable to higher interest costs associated with the issuance of the PBFX Senior Notes in May 2015,
partially offset by the termination of our crude and feedstock supply agreement with MSCG, effective July 31,
2014. Interest expense includes interest on long-term debt including the Senior Secured Notes, the PBFX Senior
Notes and credit facilities, costs related to the sale and leaseback of our precious metals catalyst, interest expense
incurred in connection with our crude and feedstock supply agreement with Statoil up to its expiration on December
31, 2015, financing costs associated with the Inventory Intermediation Agreements with J. Aron, letter of credit
fees associated with the purchase of certain crude oils, and the amortization of deferred financing costs.
74
Income Tax Expense— PBF LLC is organized as a limited liability company and PBFX is a master limited
partnership, both of which are treated as "flow-through" entities for federal income tax purposes and therefore are
not subject to income tax. However, the members of PBF LLC are required to include their proportionate share of
PBF LLC’s taxable income or loss, which includes PBF LLC’s allocable share of PBFX’s pre-tax income or loss,
on their respective tax returns. PBF LLC generally makes distributions to its members, per the terms of the PBF
LLC amended and restated limited liability company agreement, related to such taxes on a pro-rata basis. PBF
Energy recognizes an income tax expense or benefit in our consolidated financial statements based on PBF Energy's
allocable share of PBF LLC’s pre-tax income or loss, which was approximately 94.0% and 77.9%, on a weighted-
average basis for the years ended December 31, 2015 and 2014, respectively. PBF Energy's consolidated financial
statements do not reflect any benefit or provision for income taxes on the pre-tax income or loss attributable to the
noncontrolling interests in PBF LLC or PBFX (although, as described above, PBF LLC must make tax distributions
to all its members on a pro-rata basis). PBF Energy's effective tax rate, excluding the impact of noncontrolling
interest, for the years ended December 31, 2015 and 2014 was 30.7% and (40.1)%, respectively, reflecting tax
benefit adjustments for discrete items related to changes in income tax provision estimates based on our income
tax returns and changes in our effective state tax rates. The fluctuation in the effective tax rate is driven by the
Company having increased operating income in foreign tax jurisdictions and a change in the effective tax rate
calculations due to the Chalmette Acquisition on November 1, 2015, each of which was impacted by the non-cash
LCM charge.
Noncontrolling Interests— As a result of our initial public offering and the related reorganization transactions,
PBF Energy became the sole managing member of, and has a controlling interest in, PBF LLC. As the sole managing
member of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF LLC and its
subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its subsidiaries, including PBFX and
PBF Holding. With respect to the consolidation of PBF LLC, the Company records a noncontrolling interest for
the economic interest in PBF LLC held by members other than PBF Energy, with respect to the consolidation of
PBFX, the Company records a noncontrolling interest for the economic interests in PBFX held by the public unit
holders of PBFX, and with respect to the consolidation of PBF Holding, the Company records a 20% noncontrolling
interest for the ownership interest in two subsidiaries of Chalmette Refining held by a third party. The total
noncontrolling interest on the consolidated statement of operations represents the portion of the Company’s earnings
or loss attributable to the economic interests held by members of PBF LLC other than PBF Energy, by the public
common unit holders of PBFX and by the third party holder of Chalmette Refining's subsidiaries. The total
noncontrolling interest on the balance sheet represents the portion of the Company’s net assets attributable to the
economic interests held by the members of PBF LLC other than PBF Energy, by the public common unit holders
of PBFX and by the third party holder of Chalmette Refining's subsidiaries. PBF Energy's weighted-average equity
noncontrolling interest ownership percentage in PBF LLC for years ended December 31, 2015 and 2014 was
approximately 6.0% and 22.1%, respectively. The carrying amount of the noncontrolling interest on our
consolidated balance sheet attributable to the noncontrolling interest is not equal to the noncontrolling interest
ownership percentage due to the effect of income taxes and related agreements that pertain solely to PBF Energy.
2014 Compared to 2013
Overview—Net income for PBF Energy was $78.3 million for the year ended December 31, 2014 compared
to $214.1 million for the year ended December 31, 2013. Net loss attributable to PBF Energy was $38.2 million,
or $0.51 per diluted share ($0.24 per share on a fully exchanged, fully diluted basis based on adjusted fully-
converted net loss, or $4.50 per share on a fully exchanged, fully diluted basis based on adjusted fully-converted
net income excluding special items, as described below in Non-GAAP Financial Measures), for the year ended
December 31, 2014 compared to net income attributable to PBF Energy of $39.5 million, or $1.20 per diluted share
($1.48 per share on a fully diluted basis based on adjusted fully-converted net income as described below in Non-
GAAP financial Measures), for the year ended December 31, 2013. The net income attributable to PBF Energy
represents PBF Energy’s equity interest in PBF LLC's pre-tax income, less applicable income taxes. PBF's Energy's
weighted-average equity interest in PBF LLC was 77.9% and 33.5% for the years ended December 31, 2014 and
2013, respectively.
75
Our results for the year ended December 31, 2014 were negatively impacted by a non-cash special item
consisting of a pre-tax inventory LCM charge of approximately $690.1 million due to a significant decline in the
price of crude oil and refined products during the second half of 2014 into early 2015. Our throughput rates during
the year ended December 31, 2014 compared to December 31, 2013 were relatively flat. The throughput rates
during 2014 in the Mid-Continent were affected by an approximate 40-day plant-wide planned turnaround at our
Toledo Refinery completed in the fourth quarter of 2014. On January 31, 2013 there was a brief fire within the
fluid catalytic cracking complex at the Toledo refinery that resulted in that unit being temporarily shutdown. The
refinery resumed running at planned rates on February 18, 2013. During the fourth quarter of 2013, our Delaware
City Refinery was impacted by 40-day planned turnaround of the coker unit. Excluding the impact of the LCM
charge of $690.1 million, our results for the year ended December 31, 2014 were positively impacted by higher
throughput volumes, favorable movements in certain crude differentials and lower costs related to compliance with
the RFS partially offset unfavorable movements in certain product margins and lower crack spreads in the Mid-
Continent, higher energy costs and an impairment charge of $28.5 million.
Revenues— Revenues totaled $19.8 billion for the year ended December 31, 2014 compared to $19.2 billion
for the year ended December 31, 2013, an increase of $0.7 billion, or 3.5%. For the year ended December 31, 2014,
the total throughput rates in the East Coast and Mid-Continent refineries averaged approximately 325,300 bpd and
127,800 bpd, respectively. For the year ended December 31, 2013, the total throughput rates at our East Coast and
Mid-Continent refineries averaged approximately 310,300 bpd and 142,500 bpd, respectively. The increase in
throughput rates at our East Coast refineries in 2014 compared to 2013 was primarily due to higher run rates,
favorable economics and planned downtime at our Delaware City refinery in 2013. The decrease in throughput
rates at our Mid-Continent refinery in 2014 compared to 2013 was primarily due to an approximate 40-day plant-
wide planned turnaround completed in the fourth quarter of 2014. For the year ended December 31, 2014, the total
refined product barrels sold at our East Coast and Mid-Continent refineries averaged approximately 350,800 bpd
and 144,100 bpd, respectively. For the year ended December 31, 2013, the total refined product barrels sold at our
East Coast and Mid-Continent refineries averaged approximately 307,600 bpd and 153,700 bpd, respectively. Total
refined product barrels sold were higher than throughput rates, reflecting sales from inventory as well as sales and
purchases of refined products outside the refinery.
Gross Margin— Gross refining margin (as defined below in Non-GAAP Financial Measures) totaled $1,314.1
million, or $7.94 per barrel of throughput ($2,004.2 million or $12.11 per barrel of throughput excluding the impact
of special items) for the year ended December 31, 2014 compared to $1,348.1 million, or $8.16 per barrel of
throughput during the year ended December 31, 2013. Gross margin, including refinery operating expenses and
depreciation, totaled $308.4 million, or $1.86 per barrel of throughput, for the year ended December 31, 2014,
compared to $436.9 million, or $2.64 per barrel of throughput, for the year ended December 31, 2013, a decrease
of $128.5 million. Excluding the impact of special items, gross margin and gross refining margin increased due to
higher throughput rates, favorable movements in certain crude differentials, and lower costs of compliance with
Renewable Fuels Standard. Gross margin and gross refining margin were impacted by a non-cash LCM charge of
approximately $690.1 million resulting from the significant decrease in crude oil and refined product prices during
the second half of 2014 into early 2015.
Average industry refining margins in the U.S. Mid-Continent were generally weaker during the year ended
December 31, 2014, as compared to the same period in 2013. The WTI (Chicago) 4-3-1 industry crack spread was
approximately $15.92 per barrel or 20.8% lower in the year ended December 31, 2014, as compared to the same
period in 2013. While the price of WTI versus Dated Brent and other crude discounts narrowed during the year
ended December 31, 2014, our refinery specific crude slate in the Mid-Continent benefited from an improving
WTI/Syncrude differential, which averaged a discount of $2.25 per barrel for the year ended December 31, 2014
as compared to $0.63 per barrel in the same period in 2013.
The Dated Brent (NYH) 2-1-1 industry crack spread was approximately $12.92 per barrel, or 4.7%, higher
in the year ended December 31, 2014, as compared to the same period in 2013. While the WTI/Dated Brent
differential was $5.01 lower in the year ended December 31, 2014, as compared to the same period in 2013, the
WTI/Bakken differential was $0.35 per barrel more favorable for the same periods. The Dated Brent/Maya
76
differential was approximately $1.70 per barrel more favorable in the year ended December 31, 2014 as compared
to the same period in 2013. While a decrease in the WTI/Dated Brent crude differential can unfavorably impact
our East Coast refineries, we significantly increased our shipments of rail-delivered WTI-based crudes from the
Bakken and Western Canada, which had the overall effect of reducing the cost of crude oil processed at our East
Coast refineries and increasing our gross refining margin and gross margin. Additionally, the increase in the Dated
Brent/Maya crude differential, our proxy for the light/heavy crude differential, had a positive impact on our East
Coast refineries, which can process a large slate of medium and heavy, sour crude oil that is priced at a discount
to light, sweet crude oil.
Operating Expenses— Operating expenses totaled $883.1 million, or $5.34 per barrel of throughput, for the
year ended December 31, 2014 compared to $812.7 million, or $4.92 per barrel of throughput, for the year ended
December 31, 2013, an increase of $70.4 million, or 8.7%. The increase in operating expenses is mainly attributable
to an increase of approximately $42.7 million in energy and utilities costs, primarily driven by higher natural gas
prices, an increase of $16.1 million related to employee compensation primarily driven by employee benefit costs,
and $1.9 million of higher outside engineering and consulting fees related to refinery maintenance projects. Our
operating expenses principally consist of salaries and employee benefits, maintenance, energy and catalyst and
chemicals costs at our refineries.
General and Administrative Expenses— General and administrative expenses totaled $146.7 million for the
year ended December 31, 2014, compared to $95.8 million for the year ended December 31, 2013, an increase of
$50.9 million or 53.1%. The increase in general and administrative expenses primarily relates to higher employee
compensation expense of $49.8 million, mainly related to increases in incentive compensation, headcount, and
severance costs. Our general and administrative expenses are comprised of the personnel, facilities and other
infrastructure costs necessary to support our refineries.
Gain on Sale of Assets— Gain on sale of assets for the year ended December 31, 2014 was $0.9 million
which related to the sale of railcars which were subsequently leased back to us, compared to a gain of $0.2 million
for the year ended December 31, 2013, for the sale of railcars.
Depreciation and Amortization Expense— Depreciation and amortization expense totaled $180.4 million
for the year ended December 31, 2014, compared to $111.5 million for the year ended December 31, 2013, an
increase of $68.9 million. The increase was impacted by an impairment charge of $28.5 million related to an
abandoned capital project at our Delaware City refinery during the year ended December 31, 2014. In addition,
the increase is due to capital projects completed during the year including the expansion of the Delaware City
heavy crude rail unloading terminal and additional unloading spots to the dual-loop track light crude rail unloading
facility. We also completed turnarounds in late 2013 and early 2014 and other refinery optimization projects at
Toledo.
Change in Fair Value of Catalyst Leases— Change in the fair value of catalyst leases represented a gain of
$4.0 million for the year ended December 31, 2014, compared to a loss of $4.7 million for the year ended
December 31, 2013. This gain relates to the change in value of the precious metals underlying the sale and leaseback
of our refineries’ precious metals catalyst, which we are obligated to return or repurchase at fair market value on
the lease termination dates.
Interest Expense, net— Interest expense totaled $98.8 million for the year ended December 31, 2014,
compared to $93.8 million for the year ended December 31, 2013, an increase of $5.0 million. The increase in
interest expense is primarily due to the issuance of the $300.0 million PBFX Term Loan in connection with the
PBFX Offering and the related amortization of deferred financing fees as well as higher letter of credit fees. In
addition, the increase is also due to borrowings under our revolving credit facilities. Interest expense includes
interest on long-term debt, costs related to the sale and leaseback of our precious metals catalyst, interest expense
incurred in connection with our crude and feedstock supply agreements with Statoil, financing cost associated with
the Inventory Intermediation Agreements with J. Aron, letter of credit fees associated with the purchase of certain
crude oils, and the amortization of deferred financing costs.
77
Income Tax Expense— PBF LLC is organized as a limited liability company and PBFX is a master limited
partnership, both of which are treated as "flow-through" entities for federal income tax purposes and therefore are
not subject to income tax. However, the members of PBF LLC are required to include their proportionate share of
PBF LLC’s taxable income or loss, which includes PBF LLC’s allocable share of PBFX’s pre-tax income or loss,
on their respective tax returns. PBF LLC generally makes distributions to its members, per the terms of the PBF
LLC amended and restated limited liability company agreement, related to such taxes on a pro-rata basis. PBF
Energy recognizes an income tax expense or benefit in our consolidated financial statements based on PBF Energy's
allocable share of PBF LLC’s pre-tax income or loss, which was approximately 77.9% and 33.5%, on a weighted-
average basis for the years ended December 31, 2014 and 2013, respectively. PBF Energy's consolidated financial
statements do not reflect any benefit or provision for income taxes on the pre-tax income or loss attributable to the
noncontrolling interests in PBF LLC or PBFX (although, as described above, PBF LLC must make tax distributions
to all its members on a pro-rata basis). PBF Energy's effective tax rate, excluding the impact of noncontrolling
interest, for years ended December 31, 2014 and 2013 was (40.1)% and 7.2%, respectively, reflecting tax benefit
adjustments for discrete items related to changes in income tax provision estimates based on our income tax returns
and changes in our effective state tax rates. The fluctuation in the effective tax rate is driven by the Company's
increased ownership percentage of PBF LLC due to the secondary offerings resulting in higher taxable income
offset by operating results which in 2014 were impacted by the non-cash LCM charge.
Noncontrolling Interest— As a result of our initial public offering and the related reorganization transactions,
PBF Energy became the sole managing member of, and has a controlling interest in, PBF LLC. As the sole managing
member of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF LLC and its
subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its subsidiaries, including PBFX. With
respect to the consolidation of PBF LLC, the Company records a noncontrolling interest for the economic interest
in PBF LLC held by members other than PBF Energy, and with respect to the consolidation of PBFX, the Company
records a noncontrolling interest for the economic interests in PBFX held by the public unit holders of PBFX. The
total noncontrolling interest on the consolidated statement of operations represents the portion of the Company’s
earnings or loss attributable to the economic interests held by members of PBF LLC other than PBF Energy and
by the public common unit holders of PBFX. The total noncontrolling interest on the balance sheet represents the
portion of the Company’s net assets attributable to the economic interests held by the members of PBF LLC other
than PBF Energy and by the public common unit holders of PBFX. PBF Energy's weighted-average equity
noncontrolling interest ownership percentage in PBF LLC for years ended December 31, 2014 and 2013 was
approximately 22.1% and 66.5%, respectively. The carrying amount of the noncontrolling interest on our
consolidated balance sheet attributable to the noncontrolling interest is not equal to the noncontrolling interest
ownership percentage due to the effect of income taxes and related agreements that pertain solely to PBF Energy.
Non-GAAP Financial Measures
Management uses certain financial measures to evaluate our operating performance that are calculated and
presented on the basis of methodologies other than in accordance with GAAP ("non-GAAP"). These measures
should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance
with U.S. GAAP, and our calculations thereof may not be comparable to similarly entitled measures reported by
other companies.
Special Items
The non-GAAP measures presented include Adjusted Fully-Converted net income excluding special items,
income from continuing operations excluding special items, EBITDA excluding special items, and gross refining
margin excluding special items. The special items for the periods presented relate to a LCM adjustment and changes
in the tax receivable agreement liability. LCM is a GAAP guideline related to inventory valuation that requires
inventory to be stated at the lower of cost or market. Our inventories are stated at the lower of cost or market. Cost
is determined by the last-in, first-out ("LIFO") inventory valuation methodology, in which the most recently incurred
costs are charged to cost of sales and inventories are valued at base layer acquisition costs. Market is determined
based on an assessment of the current estimated replacement cost and net realizable selling price of the inventory.
In periods where the market price of our inventory declines substantially, cost values of inventory may exceed
78
market values. In such instances, we record an adjustment to write-down the value of inventory to market value
in accordance with the GAAP. In subsequent periods, the value of inventory is reassessed and a LCM adjustment
is recorded to reflect the net change in the LCM inventory reserve between the prior period and the current period.
Changes in the tax receivable agreement liability reflect charges or benefits attributable to changes in our obligation
under the tax receivable agreement due to factors out of our control such as changes in tax rates. Although we
believe that non-GAAP financial measures, excluding the impact of special items, provide useful supplemental
information to investors regarding the results and performance of our business and allow for more useful period-
over-period comparisons, such non-GAAP measures should only be considered as a supplement to, and not as a
substitute for, or superior to, the financial measures prepared in accordance with GAAP.
Adjusted Fully-Converted Net Income (Loss)
PBF Energy utilizes results presented on an Adjusted Fully-Converted basis that reflects an assumed
exchange of all PBF LLC Series A Units for shares of Class A common stock of PBF Energy. We believe that these
Adjusted Fully-Converted measures, when presented in conjunction with comparable GAAP measures, are useful
to investors to compare PBF Energy results across different periods and to facilitate an understanding of our
operating results. The differences between Adjusted Fully-Converted and GAAP results are as follows:
1
2
Assumed Exchange of PBF LLC Series A Units for shares of PBF Energy Class A common stock. As a
result of the assumed exchange of all PBF LLC Series A Units, the noncontrolling interest related to these
units is converted to controlling interest. Management believes that it is useful to provide the per-share
effect associated with the assumed exchange of all PBF LLC Series A Units.
Income Taxes. Prior to the initial public offering, we were organized as a limited liability company treated
as a “flow-through” entity for income tax purposes, and even after our IPO, not all of our earnings are
subject to corporate-level income taxes. Adjustments have been made to the Adjusted Fully-Converted
tax provisions and earnings to assume that we had adopted our post-IPO corporate tax structure for all
periods presented and are taxed as a C corporation in the U.S. at the prevailing corporate rates. These
assumptions are consistent with the assumption in clause 1 above that all PBF LLC Series A Units are
exchanged for shares of PBF Energy Class A common stock, as the assumed exchange would change the
amount of our earnings that is subject to corporate income tax.
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The following table reconciles our Adjusted Fully-Converted results with our results presented in accordance
with GAAP for the years ended December 31, 2015, 2014 and 2013:
Net (loss) income attributable to PBF Energy Inc.
Add: Net income attributable to the
noncontrolling interest(1)
Less: Income tax expense(2)
Adjusted fully-converted net income
Special Items:
Add: Non-cash LCM inventory adjustment(5)
Add: Change in tax receivable agreement liability(5)
Less: Recomputed income taxes on special item(5)
Adjusted fully-converted net income excluding special
items
Diluted weighted-average shares outstanding of PBF
Energy Inc. (4)
Conversion of PBF LLC Series A Units (4)
Common stock equivalents (3)
Year Ended December 31,
2015
146,401
14,257
(5,646)
155,012
$
$
$
$
2014
(38,237) $
2013
39,540
101,768
(40,911)
22,620
$
174,545
(70,167)
143,918
427,226
(18,150)
(161,994)
690,110
(2,990)
(276,222)
—
8,540
(3,433)
$
402,094
$
433,518
$
149,025
88,106,999
74,464,494
33,061,081
5,530,568
21,249,314
64,164,045
501,283
517,638
—
Adjusted fully-converted shares outstanding—diluted
94,138,850
96,231,446
97,225,126
Adjusted fully-converted net income (per fully exchanged,
fully diluted shares outstanding)
Adjusted fully-converted net income excluding special
items (per fully exchanged, fully diluted shares
outstanding)
$
$
1.65
$
0.24
$
1.48
4.27
$
4.50
$
1.53
80
(1) Represents the elimination of the noncontrolling interest associated with the ownership by the members of
PBF LLC other than PBF Energy as if such members had fully exchanged their PBF LLC Series A Units
for shares of PBF Energy's Class A common stock.
(2) Represents an adjustment to apply PBF Energy's statutory tax rate of approximately 39.6%, 40.2% and
40.2% for the years ended December 31, 2015, 2014 and 2013, respectively, to the noncontrolling interest.
The adjustment assumes the full exchange of existing PBF LLC Series A Units as described in (1) above.
(3) Represents weighted-average diluted shares outstanding assuming the conversion of all common stock
equivalents, including options and warrants for PBF LLC Series A Units and options for shares of PBF
Energy Class A common stock as calculated under the treasury stock method for the years ended December
31, 2015, 2014 and 2013. Common stock equivalents exclude the effects of options to purchase 2,943,750,
2,401,875 and 1,320,000 shares of PBF Energy's Class A common stock because they are anti-dilutive for
the years ended December 31, 2015, 2014 and 2013, respectively.
(4) Represents an adjustment to weighted-average diluted shares to assume the full exchange of existing PBF
LLC Series A Units as described in (1) above, if not included in the diluted weighted-average shares
outstanding calculated in (3) above.
(5) During the year ended December 31, 2015, the Company recorded an adjustment to value its inventories
to the lower of cost or market which resulted in a net pre-tax impact of $427.2 million reflecting the change
in the lower of cost or market inventory reserve from $690.1 million at December 31, 2014 to $1,117.3
million at December 31, 2015. During the year December 31, 2014, the Company recorded an adjustment
to value its inventory to the lower of cost or market which resulted in a net pre-tax impact of $690.1 million.
The net impact of these LCM inventory adjustments are included in the Refining segment's operating
income, but are excluded from the operating results presented in the table in order to make such information
comparable between periods. Income taxes related to the net LCM adjustment and the change in tax
receivable agreement liability were recalculated using the Company's statutory corporate tax rate of
approximately 39.6%, 40.2% and 40.2% for the years ended December 31, 2015, 2014 and 2013,
respectively.
Gross Refining Margin
Gross refining margin is defined as gross margin excluding refinery depreciation, refinery operating
expenses, and gross margin of PBFX. We believe gross refining margin is an important measure of operating
performance and provides useful information to investors because it is a better metric comparison for the industry
refining margin benchmarks, as the refining margin benchmarks do not include a charge for refinery operating
expenses and depreciation. In order to assess our operating performance, we compare our gross refining margin
(revenue less cost of sales) to industry refining margin benchmarks and crude oil prices as described in the table
above.
Gross refining margin should not be considered an alternative to gross margin, operating income, net cash
flows from operating activities or any other measure of financial performance or liquidity presented in accordance
with GAAP. Gross refining margin presented by other companies may not be comparable to our presentation, since
each company may define this term differently. The following table presents a reconciliation of gross refining
margin to the most directly comparable GAAP financial measure, gross margin, on a historical basis, as applicable,
for each of the periods indicated:
81
Year Ended December 31,
2015
2014
2013
$
per barrel of
throughput
$
per barrel of
throughput
$
per barrel of
throughput
$ 571,524 $
3.03
$
308,399 $
1.86
$ 436,867 $
2.64
(138,719)
(0.74)
(49,830)
(0.30)
8,734
889,368
181,423
$1,512,330 $
0.05
4.72
0.96
8.02
6,979
883,140
165,413
$ 1,314,101 $
0.04
5.34
1.00
7.94
—
—
812,652
98,622
$1,348,141 $
—
—
4.92
0.60
8.16
427,226
2.27
690,110
4.17
—
—
$1,939,556 $
10.29
$ 2,004,211 $
12.11
$1,348,141 $
8.16
Reconciliation of gross
margin to gross refining
margin:
Gross margin
Less: Affiliate Revenues
of PBFX
Add: Affiliate Cost of
sales of PBFX
Add: Refinery operating
expenses
Add: Refinery
depreciation expense
Gross refining margin
Special Items:
Less: Non-cash LCM
inventory adjustment (1)
Gross refining margin
excluding special items
(1) During the year ended December 31, 2015, the Company recorded an adjustment to value its inventories to
the lower of cost or market which resulted in a net pre-tax impact of $427.2 million reflecting the change in the
lower of cost or market inventory reserve from $690.1 million at December 31, 2014 to $1,117.3 million at
December 31, 2015. During the year December 31, 2014, the Company recorded an adjustment to value its
inventory to the lower of cost or market which resulted in a net pre-tax impact of $690.1 million. The net impact
of these LCM inventory adjustments are included in the Refining segment's operating income, but are excluded
from the operating results presented in the table in order to make such information comparable between periods.
EBITDA and Adjusted EBITDA
Our management uses EBITDA (earnings before interest, income taxes, depreciation and amortization) and
Adjusted EBITDA as measures of operating performance to assist in comparing performance from period to period
on a consistent basis and to readily view operating trends, as a measure for planning and forecasting overall
expectations and for evaluating actual results against such expectations, and in communications with our board of
directors, creditors, analysts and investors concerning our financial performance. Our outstanding indebtedness
for borrowed money and other contractual obligations also include similar measures as a basis for certain covenants
under those agreements which may differ from the Adjusted EBITDA definition described below.
EBITDA and Adjusted EBITDA are not presentations made in accordance with GAAP and our computation
of EBITDA and Adjusted EBITDA may vary from others in our industry. In addition, Adjusted EBITDA contains
some, but not all, adjustments that are taken into account in the calculation of the components of various covenants
in the agreements governing the Senior Secured Notes and other credit facilities. EBITDA and Adjusted EBITDA
should not be considered as alternatives to operating income or net income (loss) as measures of operating
performance. In addition, EBITDA and Adjusted EBITDA are not presented as, and should not be considered, an
alternative to cash flows from operations as a measure of liquidity. Adjusted EBITDA is defined as EBITDA before
equity-based compensation expense, gains (losses) from certain derivative activities and contingent consideration,
the non-cash change in the deferral of gross profit related to the sale of certain finished products, the write down
of inventory to the LCM, changes in the liability for tax receivable agreement ("TRA") due to factors out of our
82
control such as changes in tax rates and certain other non-cash items. Other companies, including other companies
in our industry, may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative
measure. Adjusted EBITDA also has limitations as an analytical tool and should not be considered in isolation, or
as a substitute for analysis of our results as reported under GAAP. Some of these limitations include that Adjusted
EBITDA:
• does not reflect depreciation expense or our cash expenditures, or future requirements, for capital expenditures
or contractual commitments;
• does not reflect changes in, or cash requirements for, our working capital needs;
• does not reflect our interest expense, or the cash requirements necessary to service interest or principal
payments, on our debt;
• does not reflect realized and unrealized gains and losses from hedging activities, which may have a substantial
impact on our cash flow;
• does not reflect certain other non-cash income and expenses; and
• excludes income taxes that may represent a reduction in available cash.
83
The following tables reconcile net income as reflected in our results of operations to EBITDA and Adjusted EBITDA
for the periods presented:
Year Ended December 31,
2014
2013
2015
Reconciliation of net income to EBITDA:
Net income
Add: Depreciation and amortization expense
Add: Interest expense, net
Add: Income tax expense (benefit)
EBITDA
Special Items:
Add: Non-cash LCM inventory adjustment (1)
Add: Change in tax receivable agreement liability
EBITDA excluding special items
Reconciliation of EBITDA to Adjusted EBITDA:
EBITDA
Add: Non-cash LCM inventory adjustment
Add: Stock based compensation
Add: Change in tax receivable agreement liability
Add: Non-cash change in fair value of catalyst lease
obligations
$
195,533
$
78,271
$
214,085
197,417
106,187
86,725
$
585,862
$
180,382
98,764
(22,412)
335,005
111,479
93,784
16,681
$
436,029
$
$
427,226
(18,150)
994,938
690,110
(2,990)
1,022,125
—
8,540
444,569
585,862
$
335,005
$
436,029
427,226
13,497
(18,150)
690,110
7,181
(2,990)
—
3,753
8,540
(10,184)
(3,969)
(4,691)
Add: Non-cash change in fair value of inventory repurchase
obligations
Add: Non-cash deferral of gross profit on
finished product sales
—
—
—
—
Adjusted EBITDA
$
998,251
$ 1,025,337
$
(12,985)
(31,329)
399,317
(1) During the year ended December 31, 2015, the Company recorded an adjustment to value its inventories to the
lower of cost or market which resulted in a net pre-tax impact of $427.2 million reflecting the change in the lower
of cost or market inventory reserve from $690.1 million at December 31, 2014 to $1,117.3 million at December
31, 2015. During the year December 31, 2014, the Company recorded an adjustment to value its inventory to the
lower of cost or market which resulted in a net pre-tax impact of $690.1 million. The net impact of these LCM
inventory adjustments are included in the Refining segment's operating income, but are excluded from the operating
results presented in the table in order to make such information comparable between periods.
84
Liquidity and Capital Resources
Overview
Our primary sources of liquidity are our cash flows from operations and borrowing availability under our
credit facilities, as more fully described below. We believe that our cash flows from operations and available capital
resources will be sufficient to meet our and our subsidiaries capital expenditure, working capital, dividend payments,
debt service and share repurchase program requirements, as well as our obligations under the tax receivable
agreement, for the next twelve months. We expect to finance the planned Torrance Acquisition with a combination
of cash on hand and proceeds from our October 2015 Equity Offering and 2023 Senior Secured Notes offering.
However, our ability to generate sufficient cash flow from operations depends, in part, on petroleum market pricing
and general economic, political and other factors beyond our control. We are in compliance with all of the covenants,
including financial covenants, for all of our debt agreements.
Cash Flow Analysis
Cash Flows from Operating Activities
Net cash provided by operating activities was $560.4 million for the year ended December 31, 2015 compared
to net cash provided by operating activities of $456.3 million for the year ended December 31, 2014. Our operating
cash flows for the year ended December 31, 2015 included our net income of $195.5 million, plus net non-cash
charges relating to an LCM adjustment of $427.2 million, depreciation and amortization of $207.0 million, the
change in the fair value of our inventory repurchase obligations of $63.4 million, pension and other post-retirement
benefits costs of $27.0 million, and stock-based compensation of $13.5 million, partially offset by change in
deferred income taxes of $5.6 million, changes in the fair value of our catalyst lease of $10.2 million, change in
the tax receivable agreement liability of $18.2 million, and a gain on the sale of assets of $1.0 million. In addition,
net changes in working capital reflected uses of cash of $338.3 million driven by inventory purchases and timing
of liability payments. Our operating cash flows for the year ended December 31, 2014 included our net income of
$78.3 million, plus net non-cash charges relating to an LCM adjustment of $690.1 million, depreciation and
amortization of $188.2 million, pension and other post-retirement benefits of $22.6 million, and stock-based
compensation of $7.2 million, partially offset by change in the fair value of our inventory repurchase obligations
of $93.2 million, change in deferred income taxes of $49.4 million, changes in the fair value of our catalyst lease
of $4.0 million , change in the tax receivable agreement liability of $3.0 million, and a gain on sales of assets of
$0.9 million. In addition, net changes in working capital reflected uses of cash of $379.6 million driven by the
timing of inventory purchases and timing of accounts payables payments.
Net cash provided by operating activities was $456.3 million for the year ended December 31, 2014 compared
to net cash provided by operating activities of $291.3 million for the year ended December 31, 2013. Our operating
cash flows for the year ended December 31, 2013 included our net income of $214.1 million, plus net non-cash
charges relating to depreciation and amortization of $118.0 million, change in deferred income taxes of $16.7
million, pension and other post-retirement benefits of $16.7 million, change in tax receivable liability of $8.5
million and stock-based compensation of $3.8 million, partially offset by changes in fair value of our inventory
repurchase obligations of $20.5 million, change in the fair value of our catalyst lease of $4.7 million and a gain
on sales of assets of $0.2 million. In addition, net changes in working capital reflected uses of cash of $61.1 million
driven by the timing of inventory purchases and collections of accounts receivables as well as payments associated
with the termination of the MSCG offtake and Statoil supply agreements.
Cash Flows from Investing Activities
Net cash used in investing activities was $812.1 million for the year ended December 31, 2015 compared
to $663.6 million for the year ended December 31, 2014. The net cash flows used in investing activities for the
year ended December 31, 2015 was comprised of $565.3 million used in the acquisition of the Chalmette refinery,
capital expenditures totaling $354.0 million, expenditures for turnarounds of $53.6 million, and expenditures for
other assets of $8.2 million, partially offset by $168.3 million in proceeds from the sale of railcars and net proceeds
85
from the sales of marketable securities of $0.7 million. Net cash used in investing activities for the year ended
December 31, 2014 was comprised of capital expenditures totaling $476.4 million, net purchases of marketable
securities of $234.9 million, expenditures for turnarounds of $137.7 million, and expenditures for other assets of
$17.3 million, partially offset by $202.7 million in proceeds from the sale of railcars.
Net cash used in investing activities was $663.6 million for the year ended December 31, 2014 compared
to net cash used in investing activities of $313.3 million for the year ended December 31, 2013. Net cash used in
investing activities for the year ended December 31, 2013 consisted primarily of capital expenditures totaling
$318.4 million, expenditures for turnarounds of $64.6 million, primarily at our Toledo refinery and expenditures
for other assets of $32.7 million, partially offset by $102.4 million in proceeds from the sale of assets.
Cash Flows from Financing Activities
Net cash provided by financing activities was $798.1 million for the year ended December 31, 2015 compared
to net cash provided by financing activities of $528.2 million for the year ended December 31, 2014. For the year
ended December 31, 2015, net cash provided by financing activities consisted primarily of $500.0 million in
proceeds from the 2023 Senior Secured Notes, $350.0 million in proceeds from the PBFX Senior Notes, $344.0
million in proceeds from the October 2015 Equity Offering, and $30.1 million in net proceeds from the Rail Facility,
partially offset by net repayments on the PBFX Revolving Credit Facility of $250.6 million, distributions and
dividends of $148.8 million, deferred finance charges and other of $17.8 million, treasury stock purchases totaling
$8.1 million and net repayments on the PBFX Term Loan of $0.7 million. For the year ended December 31, 2014,
net cash provided by financing activities consisted primarily of $341.0 million in proceeds from the issuance of
PBFX common units, $275.1 million in proceeds from the PBFX Revolver, $234.9 million in net proceeds from
the PBFX Term Loan, and $37.3 million in net proceeds from the Rail Facility, partially offset by distributions and
dividends of $183.2 million, treasury stock purchases totaling $142.7 million, net repayments of Revolving Loan
borrowings of $15.0 million, deferred finance charges and other of $14.2 million, and $5.0 million of PBFX offering
costs.
Net cash provided by financing activities was $528.2 million for the year ended December 31, 2014 compared
to net cash used in financing activities of $187.0 million for the year ended December 31, 2013. For the year ended
December 31, 2013, net cash used in financing activities consisted primarily of distributions and dividends of
$195.7 million, payments of contingent consideration related to the Toledo acquisition of $21.4 million and $1.0
million for deferred financing costs offset by $15.0 million of net proceeds from revolver borrowings, $14.3 million
in proceeds from sale of catalyst and $1.8 million from the exercise of PBF LLC Series A options and warrants.
Credit and Debt Agreements
Senior Secured Notes
On February 9, 2012, PBF Holding and its wholly-owned subsidiary, PBF Finance, issued an aggregate
principal amount of $675.5 million of the 2020 Senior Secured Notes. The net proceeds from the offering of
approximately $665.8 million were used to repay our Paulsboro Promissory Note in the amount of $150.6 million,
our Term Loan Facility in the amount of $123.8 million, our Toledo Promissory Note in the amount of $181.7
million, and to reduce indebtedness under the Revolving Loan.
On November 24, 2015, PBF Holding and PBF Finance Corporation issued $500.0 million in aggregate
principal amount of the 2023 Senior Secured Notes. The net proceeds were approximately $490.0 million after
deducting the initial purchasers’ discount and offering expenses. The Company intends to use the proceeds for
general corporate purposes, including to fund a portion of the purchase price for the pending acquisition of the
Torrance refinery and related logistics assets.
86
The Senior Secured Notes are senior obligations of PBF Holding and payment is jointly and severally
guaranteed on a senior secured basis by certain of PBF Holding’s subsidiaries representing substantially all of its
present assets. The 2020 Senior Secured Notes are, and the 2023 Senior Secured Notes are initially, secured, subject
to certain exceptions and permitted liens, on a first-priority basis by substantially all of the present and future assets
of PBF Holding and its subsidiaries (other than assets securing the Revolving Loan), which also constitute collateral
securing certain hedging obligations and any existing or future indebtedness which is permitted to be secured on
a pari passu basis with the Senior Secured Notes to the extent of the value of the collateral.
At all times after (a) a covenant suspension event (which requires that the 2023 Senior Secured Notes have
investment grade ratings from both Moody’s Investment Services, Inc. and Standard & Poor’s), or (b) a Collateral
Fall-Away Event, the 2023 Senior Secured Notes will become unsecured. A “Collateral Fall-Away Event” is defined
as the first day on which the 2020 Notes are no longer secured by Liens on the Collateral, whether as a result of
having been repaid in full or otherwise satisfied or discharged or as a result of such Liens being released in
accordance with definitive documentation governing the 2020 Senior Secured Notes; provided that a Collateral
Fall-Away Event shall not occur to the extent any Additional First Lien Obligations (other than Specified Secured
Hedging Obligations) are outstanding at such time (capitalized terms not otherwise defined herein having the
meaning set forth in the indenture governing the 2023 Senior Secured Notes).
PBF Holding has optional redemption rights to repurchase all or a portion of the Senior Secured Notes at
varying prices no less than 100% of the principal amounts of the notes plus accrued and unpaid interest. The holders
of the Senior Secured Notes have repurchase options exercisable only upon a change in control, certain asset sale
transactions, or in event of a default as defined in the indentures. The indentures contain customary terms, events
of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations
on the issuers’ and its restricted subsidiaries’ ability to, among other things, incur additional indebtedness or issue
certain preferred stock; make equity distributions, pay dividends on or repurchase capital stock or make other
restricted payments; enter into transactions with affiliates; create liens; engage in mergers and consolidations or
otherwise sell all or substantially all of our assets; designate subsidiaries as unrestricted subsidiaries; make certain
investments; and limit the ability of restricted subsidiaries to make payments to PBF Holding. These covenants
are subject to a number of important exceptions and qualifications. Many of these covenants will cease to apply
or will be modified during a covenant suspension event, including when the Senior Secured Notes are rated
investment grade. Certain covenants for the 2023 Senior Secured Notes will also be modified following a Collateral
Fall-Away Event.
PBF Holding is in compliance with the covenants as of December 31, 2015.
Revolving Loan
In March, August, and September 2012, we amended the Revolving Loan to increase the aggregate size
from $500.0 million to $965.0 million. In addition, the Revolving Loan was amended and restated on October 26,
2012 to increase the maximum availability to $1.375 billion, extend the maturity date to October 26, 2017 and
amend the borrowing base to include non-U.S. inventory. The agreement was expanded again in December 2012
and November 2013 to increase the maximum availability from $1.375 billion to $1.610 billion. On August 15,
2014, the agreement was amended and restated once more to, among other things, increase the maximum availability
to $2.500 billion and extend the maturity to August 2019. In addition, the amended and restated agreement reduced
the interest rate on advances and the commitment fee paid on the unused portion of the facility. The amended and
restated Revolving Loan includes an accordion feature which allows for aggregate commitments of up to $2.750
billion. In November and December 2015, PBF Holding increased the maximum availability under the Revolving
Loan to $2.600 billion and $2.635 billion, respectively, in accordance with its accordion feature. On an ongoing
basis, the Revolving Loan is available to be used for working capital and other general corporate purposes.
The Revolving Loan contains customary covenants and restrictions on the activities of PBF Holding and
its subsidiaries, including, but not limited to, limitations on the incurrence of additional indebtedness; liens, negative
pledges, guarantees, investments, loans, asset sales, mergers, acquisitions and prepayment of other debt;
distributions, dividends and the repurchase of capital stock; transactions with affiliates; the ability to change the
87
nature of our business or our fiscal year; the ability to amend the terms of the Senior Secured Notes facility
documents; and sale and leaseback transactions.
As of December 31, 2015, the Revolving Loan provided for borrowings of up to an aggregate maximum of
$2.635 billion, a portion of which was available in the form of letters of credit. The amount available for borrowings
and letters of credit under the Revolving Loan is calculated according to a “borrowing base” formula based on (1)
90% of the book value of eligible accounts receivable with respect to investment grade obligors plus (2) 85% of
the book value of eligible accounts receivable with respect to non-investment grade obligors plus (3) 80% of the
cost of eligible hydrocarbon inventory plus (4) 100% of cash and cash equivalents in deposit accounts subject to
a control agreement. The borrowing base is subject to customary reserves and eligibility criteria and in any event
cannot exceed $2.635 billion.
Advances under the Revolving Loan plus all issued and outstanding letters of credit may not exceed the
lesser of $2.635 billion or the Borrowing Base, as defined in the agreement. The Revolving Loan can be prepaid
at any time without penalty. Interest on the Revolving Loan is payable quarterly in arrears, at the option of PBF
Holding, either at the Alternate Base Rate plus the Applicable Margin, or at the Adjusted LIBOR Rate plus the
Applicable Margin, all as defined in the agreement. PBF Holding is required to pay a LC Participation Fee, as
defined in the agreement, on each outstanding letter of credit issued under the Revolving Loan ranging from 1.25%
to 2.0% depending on the Company's debt rating, plus a Fronting Fee equal to 0.25%. As of December 31, 2015,
there were no outstanding borrowings under the Revolving Loan. Additionally, we had $351.5 million in standby
letters of credit issued and outstanding as of that date.
The Revolving Loan has a financial covenant which requires that if at any time Excess Availability, as
defined in the 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)
$100,000, and until such time as Excess Availability is greater than the Financial Covenant Testing Amount and
$100,000 for a period of 12 or more consecutive days, PBF Holding will not permit the Consolidated Fixed Charge
Coverage Ratio, as defined in the agreement and determined as of the last day of the most recently completed
quarter, to be less than 1.1 to 1.0. As of December 31, 2015, we were in compliance with all our debt covenants.
PBF Holding’s obligations under the Revolving Loan (a) are guaranteed by each of its domestic operating
subsidiaries that are not Excluded Subsidiaries (as defined in the agreement) and (b) are secured by a lien on (x)
PBF LLC’s equity interest in PBF Holding and (y) 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 collateral), all accounts receivable, all hydrocarbon inventory
(other than the intermediate and finished products owned by J. Aron pursuant to the Inventory Intermediation
Agreements) 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.
PBFX Debt and Credit Facilities
On May 14, 2014, in connection with the closing of the PBFX Offering, PBFX entered into the five-year,
$275.0 million PBFX Revolving Credit Facility and the three-year, $300.0 million PBFX Term Loan. The PBFX
Revolving Credit Facility was increased from $275.0 million to $325.0 million in December 2014.
The PBFX Revolving Credit Facility is available to fund working capital, acquisitions, distributions and
capital expenditures and for other general partnership purposes and is guaranteed by a guaranty of collection from
PBF LLC. PBFX also has the ability to increase the maximum amount of the PBFX Revolving Credit Facility by
an aggregate amount of up to $275.0 million, to a total facility size of $600.0 million, subject to receiving increased
commitments from lenders or other financial institutions and satisfaction of certain conditions. The PBFX
Revolving Credit Facility includes a $25.0 million sublimit for standby letters of credit and a $25.0 million sublimit
for swingline loans.
88
The PBFX Term Loan was used to fund distributions to PBF LLC and is guaranteed by a guaranty of
collection from PBF LLC and secured at all times by cash, U.S. Treasury or other investment grade securities in
an amount equal to or greater than the outstanding principal amount of the term loan.
Obligations under the PBFX Revolving Credit Facility are guaranteed by its restricted subsidiaries, and are
secured by a first priority lien on PBFX’s assets (including PBFX’s equity interests in Delaware City Terminaling
Company LLC) and those of PBFX’s restricted subsidiaries (other than excluded assets and a guaranty of collection
from PBF LLC). The PBFX Revolving Credit Facility contains affirmative and negative covenants customary for
revolving credit facilities of this nature that, among other things, limit or restrict PBFX’s ability and the ability of
its restricted subsidiaries to incur or guarantee debt, incur liens, make investments, make restricted payments,
amend material contracts, engage in certain business activities, engage in mergers, consolidations and other
organizational changes, sell, transfer or otherwise dispose of assets, enter into burdensome agreements or enter
into transactions with affiliates on terms that are not arm’s length. The PBFX Term Loan contains affirmative and
negative covenants customary for term loans of this nature that, among other things, limit PBFX’s use of the
proceeds and restrict PBFX’s ability to incur liens and enter into burdensome agreements. Additionally, PBFX is
required to maintain certain financial ratios. PBFX is in compliance with the covenants under the PBFX Revolving
Credit Facility and the PBFX Term Loan as of December 31, 2015.
As of December 31, 2015, the PBFX had $24.5 million of secured indebtedness and $2.0 million of letters
of credit outstanding under the PBFX Revolving Credit Facility and $234.2 million outstanding under the PBFX
Term Loan.
On May 12, 2015, PBFX entered into an indenture among PBF Logistics, PBF Logistics Finance, the
Guarantors named therein (certain subsidiaries of PBFX) and Deutsche Bank Trust Company Americas, as Trustee,
under which the Issuers issued $350.0 million in aggregate principal amount of the PBFX Senior Notes. PBF LLC
has provided a limited guarantee of collection of the principal amount of the PBFX Senior Notes, but is not otherwise
subject to the covenants of the indenture. Of the $350.0 million aggregate principal amount of PBFX Senior Notes,
$19.9 million were purchased by certain of PBF Energy’s officers and directors and their affiliates and family
members pursuant to a separate private placement transaction. After deducting offering expenses, PBFX received
net proceeds of approximately $343.0 million from the PBFX Senior Notes offering.
The PBFX indenture contains customary terms, events of default and covenants for an issuer of non-
investment grade debt securities. These covenants include limitations on the Partnership’s and its restricted
subsidiaries’ ability to, among other things: (i) make investments, (ii) incur additional indebtedness or issue
preferred units, (iii) pay dividends or make distributions on units or redeem or repurchase PBFX subordinated
debt, (iv) create liens, (v) incur dividend or other payment restrictions affecting subsidiaries, (vi) sell assets, (vii)
merge or consolidate with other entities and (viii) enter into transactions with affiliates. These covenants are subject
to a number of important limitations and exceptions. As of December 31, 2015, PBFX is in compliance with these
covenants.
PBFX has optional redemption rights to repurchase all or a portion of the PBFX Senior Notes at varying
prices no less than 100% of the principal amount of the PBFX Senior Notes, plus accrued and unpaid interest. The
holders of the PBFX Senior Notes have repurchase options exercisable only upon a change in control, certain asset
dispositions, or in an event of default as defined in the indenture.
Rail Facility Revolving Credit Facility
Effective March 25, 2014, PBF Rail, an indirect wholly-owned subsidiary of PBF Holding, entered into a
$250.0 million secured revolving credit agreement. The primary purpose of the Rail Facility is to fund the acquisition
by PBF Rail of Eligible Railcars. On April 29, 2015, the Rail Facility was amended to, among other things, extend
the maturity to April 29, 2017, reduce the total commitment from $250.0 million to $150.0 million, and reduce the
commitment fee on the unused portion of the Rail Facility.
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The amount available to be advanced under the Rail Facility equals 70.0% of the lesser of the aggregate
Appraised Value of the Eligible Railcars, or the aggregate Purchase Price of such Eligible Railcars, as these terms
are defined in the credit agreement. On the first anniversary of the closing, the advance rate adjusts automatically
to 65.0%. The Rail Facility matures on April 29, 2017 and all outstanding advances must be repaid at that time.
At any time prior to maturity PBF Rail may repay and re-borrow any advances without premium or penalty.
As of December 31, 2015, there was $67.5 million outstanding under the Rail facility. PBF Rail is in
compliance with the covenants as of December 31, 2015.
Cash Balances
As of December 31, 2015, our cash and cash equivalents totaled $944.3 million. We also had $1.5 million
in restricted cash, which was included within deferred charges and other assets, net on our balance sheet.
Liquidity
As of December 31, 2015, our total liquidity was approximately $1,544.1 million, compared to total liquidity
of approximately $1,140.0 million as of December 31, 2014. Total liquidity is the sum of our cash and cash
equivalents plus the amount of availability under the Revolving Loan. As of December 31, 2015, PBFX had
additional borrowing capacity under the PBFX Revolving Credit Facility of approximately $298.5 million, which
is available to PBFX to fund working capital, acquisitions, distributions and capital expenditures and for other
general corporate purposes.
In addition, PBF Energy has borrowing capacity of $82.5 million under the Rail Facility to fund the
acquisition of Eligible Railcars.
Share Repurchases
On August 19, 2014, the Company's Board of Directors authorized the repurchase of up to $200.0 million
of our Class A common stock. On October 29, 2014, the Board of Directors approved an additional $100.0 million
increase to the existing Repurchase Program. The Repurchase Program expires on September 30, 2016. As of
December 31, 2015 the Company has purchased approximately 6.05 million shares of the Company's Class A
common stock under the Repurchase Program for $150.8 million through open market transactions. The Company
currently has the ability to purchase approximately an additional $149.2 million in common stock under the
approved Repurchased Program.
Working Capital
Working capital for PBF Energy at December 31, 2015 was $1,526.5 million, consisting of $3,022.0 million
in total current assets and $1,495.5 million in total current liabilities. Working capital at December 31, 2014 was
$803.8 million, consisting of $2,346.7 million in total current assets and $1,542.8 million in total current liabilities.
Working capital has increased as a result of the cash proceeds from the issuance of the 2023 Senior Secured Notes.
Crude and Feedstock Supply Agreements
We have acquired crude oil for our Paulsboro and Delaware City refineries under supply agreements whereby
Statoil generally purchased the crude oil requirements for each refinery on our behalf and under our direction. Our
agreements with Statoil for Paulsboro and Delaware City were terminated effective March 31, 2013 and December
31, 2015, respectively, at which time we began to source Paulsboro’s and Delaware City's crude oil and feedstocks
independently. Additionally, for our purchases of crude oil under our agreement with Saudi Aramco, similar to our
purchases of other foreign waterborne crudes, we posted letters of credit and arranged for shipment. We paid for
the crude when we were invoiced and the letters of credit were lifted.
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We had a similar supply agreement with MSCG, which was terminated effective July 31, 2014, to supply
the crude oil requirements for our Toledo refinery, under which we took title to MSCG’s crude oil at certain interstate
pipeline delivery locations. Payment for the crude oil under the Toledo supply agreement was due three days after
it was processed by us or sold to third parties. We did not have to post letters of credit for these purchases and the
Toledo supply agreement allowed us to price and pay for our crude oil as it was processed, which reduced the time
we were exposed to market fluctuations. We recorded an accrued liability at each period-end for the amount we
owed MSCG for the crude oil that we owned but had not processed. Subsequent to the term of the MSCG supply
agreement, we have sourced all our Toledo crude oil needs independently, which has increased the volumes of
crude oil we own.
We have crude and feedstock supply agreements with PDVSA to supply 40,000 to 60,000 bpd of crude oil
that can be processed at any of our East and Gulf Coast refineries.
Inventory Intermediation Agreements
We entered into two separate Inventory Intermediation Agreements with J. Aron on June 26, 2013, which
commenced upon the termination of the product offtake agreements with MSCG. On May 29, 2015, we entered
into amended and restated inventory intermediation agreements with J. Aron pursuant to which certain terms of
the existing inventory intermediation agreements were amended, including, among other things, pricing and an
extension of the term for a period of two years from the original expiry date of July 1, 2015, subject to certain
early termination rights. In addition, the A&R Intermediation Agreements include one-year renewal clauses by
mutual consent of both parties.
Pursuant to each A&R Intermediation Agreement, J. Aron will continue to purchase and hold title to certain
of the intermediate and finished products produced by the Paulsboro and Delaware City refineries, respectively,
and delivered into tanks at the refineries. Furthermore, J. Aron agrees to sell the Products back to Paulsboro refinery
and Delaware City refinery as the Products are discharged out of the Refineries' tanks. J. Aron has the right to store
the Products purchased in tanks under the A&R Intermediation Agreements and will retain these storage rights for
the term of the agreements. PBF Holding will continue to market and sell independently to third parties.
At December 31, 2015, the LIFO value of intermediates and finished products owned by J. Aron included
within inventory on our balance sheet was $411.4 million. We accrue a corresponding liability for such intermediates
and finished products.
Capital Spending
Net capital spending, excluding the Chalmette Acquisition, was $247.5 million for the year ended
December 31, 2015, which primarily included turnaround costs, safety related enhancements and facility
improvements at the refineries.
The Chalmette Acquisition closed on November 1, 2015. The purchase price was $322.0 million plus
estimated inventory and working capital of $243.3 million, which is subject to final valuation upon agreement of
both parties. The transaction was financed through a combination of cash on hand and borrowings under our
Revolving Loan.
We also entered into a Sales and Purchase Agreement to purchase the ownership interest of the Torrance
refinery, and related logistic assets. The purchase price for the Torrance Acquisition is $537.5 million in cash, plus
inventory and working capital to be valued at closing. The purchase price is also subject to other customary purchase
price adjustments. The Torrance Acquisition is expected to close in the second quarter of 2016, subject to satisfaction
of customary closing conditions. We expect to finance the transaction with a combination of cash on hand and
proceeds from our October 2015 Equity Offering and 2023 Senior Secured Notes offering.
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We currently expect to spend an aggregate of approximately between $475.0 to $500.0 million in net capital
expenditures during 2016 for facility improvements and refinery maintenance and turnarounds, excluding any
potential capital expenditures related to the pending Torrance Acquisition and PBFX Plains Asset Purchase.
Significant capital spending plans for 2016 include turnarounds for the coker at our Delaware City refinery and
the FCC at our Paulsboro refinery, as well as expenditures to meet Tier 3 requirements.
Contractual Obligations and Commitments
The following table summarizes our material contractual payment obligations as of December 31, 2015.
The table below does not include any contractual obligations with PBFX as these related party transactions are
eliminated upon consolidation of our financial statements.
Long-term debt (a)
Interest payments on debt facilities (a)
Delaware Economic Development
Authority Loan (b)
Operating Leases (c)
Purchase obligations (d):
Crude Supply and Inventory
Intermediation Agreements
Other Supply and Capacity
Agreements
Construction obligations
Environmental obligations (e)
Pension and post-retirement obligations (f)
Tax receivable agreement obligations (g)
Payments due by period
Total
Less than
1 year
1-3 Years
3-5 Years
More than
5 years
$ 1,883,493
$
17,252
$
316,241
$
700,000
$
850,000
723,893
120,860
235,355
202,522
165,156
—
458,358
—
96,229
—
—
—
173,653
130,193
58,283
2,333,615
876,142
731,853
725,620
—
990,365
7,400
15,646
186,341
661,418
184,314
285,829
187,075
333,147
7,400
2,284
11,957
56,621
—
1,946
15,111
91,410
—
1,768
15,735
76,993
—
9,648
143,538
436,394
Total contractual cash obligations
$ 7,260,529
$ 1,373,059
$ 1,851,398
$ 2,039,906
$ 1,996,166
(a) Long-term Debt and Interest Payments on Debt Facilities
Long-term obligations represent (i) the repayment of the outstanding borrowings under the Revolving Loan;
(ii) the repayment of indebtedness incurred in connection with the Senior Secured Notes; (iii) the repayment of
our catalyst lease obligations on their maturity dates; (iv) the repayment of outstanding amounts under the PBFX
Revolving Credit Facility, the PBFX Term Loan and the PBFX Senior Notes; and (v) the repayment of outstanding
amounts under the Rail Facility.
Interest payments on debt facilities include cash interest payments on the Senior Secured Notes, PBFX Term
Loan, PBFX Revolving Credit Facility, PBFX Senior Notes, catalyst lease obligations, Rail Facility, plus cash
payments for the commitment fees on the unused portion on our revolving credit facilities and letter of credit fees
on the letters of credit outstanding at December 31, 2015. With the exception of our catalyst leases and outstanding
borrowings on the PBFX Revolving Credit Facility, we have no long-term debt maturing before 2017 as of
December 31, 2015.
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(b) Delaware Economic Development Authority Loan
The Delaware Economic Development Authority Loan converts to a grant in tranches of $4.0 million
annually, starting at the one year anniversary of the Delaware City refinery’s “certified re-start date” provided we
meet certain criteria, all as defined in the loan agreement. We expect that we will meet the requirements to convert
the loan to a grant and that we will ultimately not be required to repay the $20.0 million loan. Our Delaware
Economic Development Authority Loan is further explained in the Delaware Economic Development Authority
Loan footnote in our consolidated financial statements, “Item 8. Financial Statements and Supplementary Data.”
(c) Operating Leases
We enter into operating leases in the normal course of business, some of these leases provide us with the
option to renew the lease or purchase the leased item. Future operating lease obligations would change if we chose
to exercise renewal options and if we enter into additional operating lease agreements. Certain of our lease
obligations contain a fixed and variable component. The table above reflects the fixed component of our lease
obligations. The variable component could be significant. Our operating lease obligations are further explained in
the Commitments and Contingencies footnote to our financial statements, “Item 8. Financial Statements and
Supplementary Data.” We have entered into agreements to lease or purchase 5,900 crude railcars which will enable
us to transport this crude to each of our refineries. Any such leases will commence as the railcars are delivered.
Of the 5,900 crude railcars, during 2015 and 2014 we purchased 1,122 and 1,403 railcars, respectively, and
subsequently sold them to third parties, which have leased the railcars back to us for periods of between five and
seven years.
(d) Purchase Obligations
We have obligations to repurchase crude oil, feedstocks, certain intermediates and refined products under
separate crude supply and inventory intermediation agreements with J. Aron and Statoil as further explained in the
Summary of Significant Accounting Policies, Inventories and Accrued Expenses footnotes to our financial
statements, “Item 8. Financial Statements and Supplementary Data.” Our agreements with Statoil for Paulsboro
and Delaware City were terminated effective March 31, 2013 and December 31, 2015, respectively, at which time
we began to source Paulsboro’s and Delaware City's crude oil and feedstocks independently. Additionally, purchase
obligations under "Crude Supply and Inventory Intermediation Agreements" include commitments to purchase
crude oil from certain counterparties under supply agreements entered into to ensure adequate supplies of crude
oil for our refineries. These obligations are based on aggregate minimum volume commitments at 2015 year end
market prices.
Payments under "Other Supply and Capacity Agreements" include contracts for the transportation of crude
oil and supply of hydrogen, steam, or natural gas to certain of our refineries, contracts for the treatment of wastewater,
and contracts for pipeline capacity. We enter into these contracts to facilitate crude oil deliveries and to ensure an
adequate supply of energy or essential services to support our refinery operations. Substantially all of these
obligations are based on fixed prices. Certain agreements include fixed or minimum volume requirements, while
others are based on our actual usage. The amounts included in this table are based on fixed or minimum quantities
to be purchased and the fixed or estimated costs based on market conditions as of December 31, 2015.
(e) Environmental Obligations
In connection with the Paulsboro acquisition, we assumed certain environmental remediation obligations
to address existing soil and groundwater contamination at the site and recorded a liability in the amount of
$10.4 million which reflects the present value of the current estimated cost of the remediation obligations assumed
based on investigative work to-date. The undiscounted estimated costs related to these environmental remediation
obligations were $15.6 million as of December 31, 2015.
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In connection with the acquisition of the Delaware City assets, the prior owners remain responsible, subject
to certain limitations, for certain pre-acquisition environmental obligations, including ongoing soil and groundwater
remediation at the site.
In connection with the Delaware City assets and Paulsboro refinery acquisitions, we, along with the seller,
purchased two individual ten-year, $75.0 million environmental insurance policies to insure against unknown
environmental liabilities at each site.
In connection with the acquisition of Toledo, the seller initially retains, subject to certain limitations,
remediation obligations which will transition to us over a 20-year period.
In connection with the acquisition of the Chalmette refinery, the sellers provided $3.9 million financial
assurance in the form of a surety bond to cover estimated potential site remediation costs associated with an agreed
to Administrative Order of Consent with the EPA. Additionally, the Company purchased a ten year $100.0 million
environmental insurance policy to insure against unknown environmental liabilities at the site.
In connection with the acquisition of all four of our refineries, we assumed certain environmental obligations
under regulatory orders unique to each site, including orders regulating air emissions from each facility.
(f) Pension and Post-retirement Obligations
Pension and post-retirement obligations include only those amounts we expect to pay out in benefit payments
and are further explained at the Employee Benefit Plans footnote to our financial statements, “Item 8. Financial
Statements and Supplementary Data.”
(g) Tax Receivable Agreement Obligations
We used a portion of the proceeds from our IPO to purchase PBF LLC Series A Units from the members
of PBF LLC other than PBF Energy. In addition, the members of PBF LLC other than PBF Energy may (subject
to the terms of the exchange agreement) exchange their PBF LLC Series A Units for shares of Class A common
stock of PBF Energy on a one-for-one basis. As a result of both the purchase of PBF LLC Series A Units and
subsequent the secondary offerings and exchanges, PBF Energy is entitled to a proportionate share of the existing
tax basis of the assets of PBF LLC. Such transactions have resulted in increases in the tax basis of the assets of
PBF LLC that otherwise would not have been available. Both this proportionate share and these increases in tax
basis have reduced the amount of the tax that PBF Energy would have otherwise been required to pay and may
reduce the amount of tax that PBF Energy would otherwise be required to pay in the future. These increases in tax
basis may also decrease gains (or increase losses) on the future disposition of certain capital assets to the extent
tax basis is allocated to those capital assets. We have entered into a tax receivable agreement with the current and
former members of PBF LLC other than PBF Energy that provides for the payment by PBF Energy to such members
of 85% of the amount of the benefits, if any, that PBF Energy is deemed to realize as a result of (i) these increases
in tax basis and (ii) certain other tax benefits related to entering into the tax receivable agreement, including tax
benefits attributable to payments under the tax receivable agreement. These payment obligations are obligations
of PBF Energy and not of PBF LLC or any of its subsidiaries.
PBF Energy expects to obtain funding for these payments by causing its subsidiaries to make cash
distributions to PBF LLC, which, in turn, will distribute such amounts, generally as tax distributions, on a pro-rata
basis to its owners, which as of December 31, 2015 include the members of PBF LLC other than PBF Energy
holding a 4.9% interest and PBF Energy holding a 95.1% interest. The members of PBF LLC other than PBF
Energy may continue to reduce their ownership in PBF LLC by exchanging their PBF LLC Series A Units for
shares of PBF Energy Class A common stock. Such exchanges may result in additional increases in the tax basis
of PBF Energy’s investment in PBF LLC and require PBF Energy to make increased payments under the tax
receivable agreement. Required payments under the tax receivable agreement also may increase or become
accelerated in certain circumstances, including certain changes of control. See “Item 1A. Risk Factors—Risks
Related to Our Organizational Structure and Our Class A Common Stock—In certain cases, payments by us under
the tax receivable agreement may be accelerated and/or significantly exceed the actual benefits we realize in respect
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of the tax attributes subject to the tax receivable agreement. These provisions may deter a change in control of our
company.”
The table above reflects our estimated timing of payments under the tax receivable agreement assuming no
material changes in the relevant tax law, and that we earn sufficient taxable income to realize all tax benefits that
are subject to the tax receivable agreement as of December 31, 2015.
Tax distributions
PBF LLC is required to make periodic tax distributions to the members of PBF LLC, including PBF
Energy, pro rata in accordance with their respective percentage interests for such period (as determined under the
amended and restated limited liability company agreement of PBF LLC), subject to available cash and applicable
law and contractual restrictions (including pursuant to our debt instruments) and based on certain assumptions.
Generally, these tax distributions will be an amount equal to our estimate of the taxable income of PBF LLC for
the year multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and
local income tax rate prescribed for an individual or corporate resident in New York, New York (taking into account
the nondeductibility of certain expenses). If, with respect to any given calendar year, the aggregate periodic tax
distributions were less than the actual taxable income of PBF LLC multiplied by the assumed tax rate, PBF LLC
will make a “true up” tax distribution, no later than March 15 of the following year, equal to such difference, subject
to the available cash and borrowings of PBF LLC. As these distributions are conditional they have been excluded
from the table above.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements as of December 31, 2015, other than outstanding letters of credit
in the amount of approximately $353.5 million.
During 2015, in aggregate we sold 1,122 of our owned crude railcars and concurrently entered into lease
agreements for the same railcars. The lease agreements have varying terms from five to seven years. We received
an aggregate cash payment for the railcars of approximately $168.3 million and expect to make payments totaling
$99.4 million over the term of the lease for these railcars.
During the year ended December 31, 2015, we had additional railcar leases outstanding with terms of up
to 10 years. We expect to make lease payments of $59.6 million over the remaining term of these additional
agreements.
Critical Accounting Policies
The following summary provides further information about our critical accounting policies that involve
critical accounting estimates and should be read in conjunction with Note 2 to our financial statements, “Item 8.
Financial Statements and Supplementary Data.”
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and
liabilities and the reported revenues and expenses. Actual results could differ from those estimates.
Revenue and Deferred Revenue
We sell various refined products and recognize revenue related to the sale of products when there is persuasive
evidence of an agreement, the sales prices are fixed or determinable, collectability is reasonably assured and when
products are shipped or delivered in accordance with their respective agreements. Revenue for services is recorded
when the services have been provided.
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Prior to July 1, 2013, the Company’s Paulsboro and Delaware City refineries sold light finished products,
certain intermediates and lube base oils to MSCG under product offtake agreements with each refinery (the “Offtake
Agreements”). As of July 1, 2013, the Company terminated the Offtake Agreements for the Company’s Paulsboro
and Delaware City refineries. The Company entered into two separate Inventory Intermediation Agreements with
J. Aron on June 26, 2013, which commenced upon the termination of the product offtake agreements with MSCG.
On May 29, 2015, PBF Holding entered into amended and restated inventory intermediation agreements with J.
Aron pursuant to which certain terms of the existing inventory intermediation agreements were amended, including,
among other things, pricing and an extension of the term for a period of two years from the original expiry date
of July 1, 2015, subject to certain early termination rights. In addition, the A&R Intermediation Agreements include
one-year renewal clauses by mutual consent of both parties.
Pursuant to each A&R Intermediation Agreement, J. Aron will continue to purchase and hold title to certain
of the intermediate and finished products produced by the Paulsboro and Delaware City refineries, respectively,
and delivered into tanks at the Refineries. Furthermore, J. Aron agrees to sell the Products back to Paulsboro
refinery and Delaware City refinery as the Products are discharged out of the Refineries' tanks. J. Aron has the
right to store the Products purchased in tanks under the A&R Intermediation Agreements and will retain these
storage rights for the term of the agreements. PBF Holding will continue to market and sell the Products
independently to third parties.
Until December 31, 2015, our Delaware City refinery sold and purchased feedstocks under a supply
agreement with Statoil. Statoil purchased the refinery’s production of certain feedstocks or purchased feedstocks
from third parties on the refinery’s behalf. Legal title to the feedstocks was held by Statoil and the feedstocks were
held in the refinery’s storage tanks until they were needed for further use in the refining process. At that time the
feedstocks were drawn out of the storage tanks and purchased by us. These purchases and sales were settled monthly
at the daily market prices related to those feedstocks. These transactions were considered to be made in the
contemplation of each other and, accordingly, did not result in the recognition of a sale when title passed from the
refinery to the counterparty. Inventory remained at cost and the net cash receipts resulted in a liability. The Statoil
crude supply agreement with our Delaware City refinery terminated effective December 31, 2015, at which time
we began to purchase from Statoil the feedstocks owned by them at that date that had been purchased on our behalf.
The Statoil crude supply agreement with Paulsboro terminated effective March 31, 2013, at which time we began
to purchase from Statoil the feedstocks owned by them at that date that had been purchased on our behalf.
Inventory
Inventories are carried at the lower of cost or market. The cost of crude oil, feedstocks, blendstocks and
refined products is determined under the LIFO method using the dollar value LIFO method with increments valued
based on average cost during the year. The cost of supplies and other inventories is determined principally on the
weighted average cost method.
Our Delaware City refinery acquired a portion of its crude oil from Statoil under our crude supply agreement
whereby we took title to the crude oil as it was delivered to our processing units. We had risk of loss while the
Statoil inventory was in our storage tanks. We were obligated to purchase all of the crude oil held by Statoil on
our behalf upon termination of the agreements. As a result of the purchase obligations, we recorded the inventory
of crude oil and feedstocks in the refinery’s storage facilities. The purchase obligations contained derivatives that
changed in value based on changes in commodity prices. Such changes were included in our cost of sales. Our
agreement with Statoil for our Delaware City refinery terminated effective December 31, 2015, at which time we
began to source crude oil and feedstocks internally. Our agreement with Statoil for Paulsboro terminated effective
March 31, 2013, at which time we began to source crude oil and feedstocks independently.
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Prior to July 31, 2014, our Toledo refinery acquired substantially all of its crude oil from MSCG under a
crude oil acquisition agreement whereby we took legal title to the crude oil at certain interstate pipeline delivery
locations. We recorded an accrued liability at each period-end for the amount we owed MSCG for the crude oil
that we owned but had not processed. The accrued liability was based on the period-end market value, as it
represented our best estimate of what we would pay for the crude oil. We terminated this crude oil acquisition
agreement effective July 31, 2014 and began to source our crude oil needs independently.
Environmental Matters
Liabilities for future clean-up costs are recorded when environmental assessments and/or clean-up 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 our own internal environmental policies. The actual
settlement of our liability for environmental matters could materially differ from our 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.
Business Combinations
We use the acquisition method of accounting for the recognition of assets acquired and liabilities assumed
in business combinations at their estimated fair values as of the date of acquisition. Any excess consideration
transferred over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Significant
judgment is required in estimating the fair value of assets acquired. As a result, in the case of significant acquisitions,
we obtain the assistance of third-party valuation specialists in estimating fair values of tangible and intangible
assets based on available historical information and on expectations and assumptions about the future, considering
the perspective of marketplace participants. While management believes those expectations and assumptions are
reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may
occur, which could affect the accuracy or validity of the estimates and assumptions.
Long-Lived Assets and Definite-Lived Intangibles
We review our long and finite lived assets for impairment whenever events or changes in circumstances
indicate their carrying value may not be recoverable. Impairment is evaluated by comparing the carrying value of
the long and finite lived assets to the estimated undiscounted future cash flows expected to result from the use of
the assets and their ultimate disposition. If such analysis indicates that the carrying value of the long and finite
lived assets is not considered to be recoverable, the carrying value is reduced to the fair value.
Impairment assessments inherently involve judgment as to assumptions about expected future cash flows
and the impact of market conditions on those assumptions. Although management would utilize assumptions that
it believes are reasonable, future events and changing market conditions may impact management’s assumptions,
which could produce different results.
Deferred Turnaround Costs
Refinery turnaround costs, which are incurred in connection with planned major maintenance activities at
our refineries, are capitalized when incurred and amortized on a straight-line basis over the period of time estimated
until the next turnaround occurs (generally three to five years).
Derivative Instruments
We are exposed to market risk, primarily related to changes in commodity prices for the crude oil and
feedstocks we use in the refining process as well as the prices of the refined products we sell. The accounting
treatment for commodity contracts depends on the intended use of the particular contract and on whether or not
the contract meets the definition of a derivative. Non-derivative contracts are recorded at the time of delivery.
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All derivative instruments that are not designated as normal purchases or sales are recorded in our balance
sheet 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 income. Contracts qualifying for the normal purchases and sales exemption are
accounted for upon settlement. We elect fair value hedge accounting for certain derivatives associated with our
inventory repurchase obligations.
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; identification
of hedge relationships; assessment and measurement of hedge ineffectiveness; and election and designation of the
normal purchases and sales exception. All of these judgments, depending upon their timing and effect, can have a
significant impact on earnings.
Income Taxes and Tax Receivable Agreement
As PBF LLC is a limited liability company treated as a “flow-through” entity for income tax purposes, there
is no benefit or provision for federal or state income tax in the accompanying financial statements for periods prior
to the closing of our initial public offering on December 18, 2012. Effective with the completion of our initial
public offering, we recognize an income tax expense or benefit in our consolidated financial statements based on
our allocable share of PBF LLC’s pre-tax income (loss). We do not recognize any income tax expense or benefit
related to the noncontrolling interest in PBF LLC.
Effective upon the completion of our initial public offering, we provide for deferred income taxes for
temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities at
each balance sheet date, using enacted tax rates expected to be in effect when the related taxes are expected to be
paid or received. A deferred tax asset may be reduced by a valuation allowance when we, after assessing the
probability of future taxable income and evaluating alternative tax planning strategies, determine that it is more
likely than not that the future tax benefit may not be realized. If future taxable income differs from our estimates
or if expected tax planning strategies are not available as anticipated, adjustments to the valuation allowance may
be needed. Deferred tax assets and liabilities may be adjusted in the future for the effect of changes in tax laws or
rates on the date of enactment.
Pursuant to the tax receivable agreement we entered into at the time of our initial public offering, we are
required to pay the current and former PBF LLC Series A Unit holders, who exchange their units for PBF Energy
stock or whose units we purchase, approximately 85% of the cash savings in income taxes that we are deemed to
realize as a result of the increase in the tax basis of our interest in PBF LLC, including tax benefits attributable to
payments made under the tax receivable agreement. These payment obligations are of PBF Energy and not of PBF
LLC or any of its subsidiaries. We have recognized a liability for the tax receivable agreement reflecting our
estimate of the undiscounted amounts that we expect to pay under the agreement. Our estimate of the tax agreement
liability is based, in part, on forecasts of future taxable income over the anticipated life of our future business
operations, assuming no material changes in the relevant tax law. The assumptions used in the forecasts are subject
to substantial uncertainty about our future business operations and the actual payments that we are required to
make under the tax receivable agreement could differ materially from our current estimates. We must adjust the
estimated tax receivable agreement liability each time we purchase PBF LLC Series A Units or upon an exchange
of PBF LLC Series A Units for our Class A common stock. Such adjustments will be based on forecasts of future
taxable income and our future business operations at the time of such purchases or exchanges. Periodically, we
may adjust the liability based on an updated estimate of the amounts that we expect to pay, using assumptions
consistent with those used in our concurrent estimate of the deferred tax asset valuation allowance. These periodic
adjustments to the tax receivable liability, if any, are recorded in general and administrative expense and may result
in adjustments to our income tax expense and deferred tax assets and liabilities.
98
Recent Accounting Pronouncements
In February 2015, the FASB issued ASU No. 2015-02, "Consolidations (Topic 810): Amendments to the
Consolidation Analysis" ("ASU 2015-02"), which amends current consolidation guidance including changes to
both the variable and voting interest models used by companies to evaluate whether an entity should be consolidated.
The requirements from ASU 2015-02 are effective for interim and annual periods beginning after December 15,
2015, and early adoption is permitted. The Company is currently evaluating the impact of this new standard on its
consolidated financial statements and related disclosures.
In April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest (Subtopic 835-30):
Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"), which requires debt issuance costs related
to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability rather
than as an asset. The standard is effective for interim and annual periods beginning after December 15, 2015 and
early adoption is permitted. The Company early adopted the new standard in its consolidated financial statements
and related disclosures, which resulted in a reclassification of $41.3 million and $32.3 million of deferred financing
costs from other assets to long-term debt as of December 31, 2015 and December 31, 2014, respectively.
In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606):
Deferral of the Effective Date” (“ASU 2015-14”), which defers the effective date of ASU 2014-09, “Revenue from
Contracts with Customers” (“ASU 2014-09”) for all entities by one year. The guidance in ASU 2014-09 will replace
most existing revenue recognition guidance in GAAP when it becomes effective. Under ASU 2015-14, this guidance
becomes effective for interim and annual periods beginning after December 15, 2017 and permits the use of either
the retrospective or cumulative effect transition method. Under ASU 2015-14, early adoption is permitted only as
of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that
reporting period. The Company continues to evaluate the impact of this new standard on its consolidated financial
statements and related disclosures.
In September 2015, the FASB issued ASU No. 2015-16, "Business Combinations (Topic 805): Simplifying
the Accounting for Measurement-Period Adjustments" ("ASU 2015-16"), which requires (i) that an acquirer
recognize adjustments to provisional amounts that are identified during the measurement period in the reporting
period in which the adjustment amounts are determined, (ii) that the acquirer record, in the same period’s financial
statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a
result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition
date, (iii) that an entity present separately on the face of the income statement or disclose in the notes the portion
of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting
periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. Under ASU
2015-16, this guidance becomes effective for annual periods beginning after December 15, 2016 and interim periods
within annual periods beginning after December 15, 2017 with prospective application with early adoption
permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial
statements and related disclosures.
In November 2015, the FASB issued ASU No. 2015-17, "Income Taxes (Topic 740): Balance Sheet
Classification of Deferred Taxes" ("ASU 2015-17"), which requires deferred tax liabilities and assets be classified
as noncurrent in a classified statement of financial position. Under ASU 2015-17, this guidance becomes effective
for annual periods beginning after December 15, 2016 and interim periods within annual periods beginning after
December 15, 2016 and interim periods within those years. The Company is currently evaluating the impact of
this new standard on its consolidated financial statements and related disclosures.
In January 2016, the FASB issued ASU No. 2016-01, "Financial Instruments - Overall (Subtopic 825-10):
Recognition and Measurement of Financial Assets and Financial Liabilities" ("ASU 2016-01"), which amends
how entities measure equity investments that do not result in consolidation and are not accounted for under the
equity method and how they present changes in the fair value of financial liabilities measured under the fair value
option that are attributable to their own credit. ASU 2016-01 also changes certain disclosure requirements and
other aspects of current US GAAP but does not change the guidance for classifying and measuring investments
99
in debt securities and loans. Under ASU 2016-01, this guidance becomes effective for fiscal years beginning after
December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted in certain
circumstances. The Company is currently evaluating the impact of this new standard on its consolidated financial
statements and related disclosures.
Iran Sanctions Compliance Disclosure
Under the Iran Threat Reduction and Syrian Human Rights Act of 2012 (“ITRA”), which added Section 13
(r) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are required to include certain
disclosures in our periodic reports if we or any of our “affiliates” knowingly engaged in certain specified activities
during the period covered by the report. Because the SEC defines the term “affiliate” broadly, it may include any
entity controlled by us as well as any person or entity that controls us or is under common control with us (“control”
is also construed broadly by the SEC). Neither we nor any of our affiliates or subsidiaries have knowingly engaged
in any transaction or dealing reportable under Section 13(r) of the Exchange Act during the reporting period.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks, including changes in commodity prices and interest rates. Our primary
commodity price risk is associated with the difference between the prices we sell our refined products and the
prices we pay for crude oil and other feedstocks. We may use derivative instruments to manage the risks from
changes in the prices of crude oil and refined products, natural gas, interest rates, or to capture market opportunities.
Commodity Price Risk
Our earnings, cash flow and liquidity are significantly affected by a variety of factors beyond our control,
including the supply of, and demand for, crude oil, other feedstocks, refined products and natural gas. The supply
of and demand for these commodities depend on, among other factors, changes in domestic and foreign economies,
weather conditions, domestic and foreign political affairs, planned and unplanned downtime in refineries, pipelines
and production facilities, production levels, the availability of imports, the marketing of competitive and alternative
fuels, and the extent of government regulation. As a result, the prices of these commodities can be volatile. Our
revenues fluctuate significantly with movements in industry refined product prices, our cost of sales fluctuates
significantly with movements in crude oil and feedstock prices and our operating expenses fluctuate with
movements in the price of natural gas. We manage our exposure to these commodity price risks through our supply
and offtake agreements as well as through the use of various commodity derivative instruments.
We may use non-trading derivative instruments to manage exposure to commodity price risks associated
with the purchase or sale of crude oil and feedstocks, finished products and natural gas outside of our supply and
offtake agreements. The derivative instruments we use include physical commodity contracts and exchange-traded
and over-the-counter financial instruments. We mark-to-market our commodity derivative instruments and
recognize the changes in their fair value in our statements of operations.
At December 31, 2015 and 2014, we had gross open commodity derivative contracts representing 44.2
million barrels and 49.3 million barrels, respectively, with an unrealized net gain (loss) of $46.1 million and $31.2
million, respectively. The open commodity derivative contracts as of December 31, 2015 expire at various times
during 2016.
We carry inventories of crude oil, intermediates and refined products (“hydrocarbon inventories”) on our
balance sheet, the values of which are subject to fluctuations in market prices. Our hydrocarbon inventories totaled
approximately 26.8 million barrels and 18.6 million barrels at December 31, 2015 and December 31, 2014,
respectively. The average cost of our hydrocarbon inventories was approximately $83.55 and $94.29 per barrel on
a LIFO basis at December 31, 2015 and December 31, 2014, respectively, excluding the impact of LCM adjustments
of approximately $1,117.3 million and $690.1 million, respectively. During 2015 and 2014, the market prices of
100
our inventory declined to a level below our average cost and we wrote down the carrying value of our hydrocarbon
inventories to market.
Our predominant variable operating cost is energy, which is comprised primarily of natural gas and electricity.
We are therefore sensitive to movements in natural gas prices. Assuming normal operating conditions, we annually
consume a total of approximately 52 million MMBTUs of natural gas amongst our four refineries. Accordingly,
a $1.00 per MMBTU change in natural gas prices would increase or decrease our natural gas costs by approximately
$52 million.
Compliance Program Price Risk
We are exposed to market risks related to the volatility in the price of RINs required to comply with the
Renewable Fuel Standard. Our overall RINs obligation is based on a percentage of our domestic shipments of on-
road fuels as established by the EPA. To the degree we are unable to blend the required amount of biofuels to
satisfy our RINs obligation, we must purchase RINs on the open market. To mitigate the impact of this risk on our
results of operations and cash flows we may purchase RINs when the price of these instruments is deemed favorable.
Interest Rate Risk
The maximum availability under our Revolving Loan is $2.6 billion. Borrowings under the Revolving Loan
bear interest either at the Alternative Base Rate plus the Applicable Margin or at the Adjusted LIBOR Rate plus
the Applicable Margin, all as defined in the Revolving Loan. The Applicable Margin ranges from 1.50% to 2.25%
for Adjusted LIBOR Rate Loans and from 0.50% to 1.25% for Alternative Base Rate Loans, depending on the
Company's debt rating. If this facility were fully drawn, a one percent change in the interest rate would increase
or decrease our interest expense by approximately $26.0 million annually.
During 2014, we entered into the PBFX Revolving Credit Facility and the PBFX Term Loan which bear
interest at a variable rate and expose us to interest rate risk. A 1.0% change in the interest rate associated with the
borrowings outstanding under these facilities would result in a $4.5 million change in our interest expense, assuming
we were to borrow all $325.0 million available under our PBFX Revolving Credit Facility and the outstanding
balance of our PBFX Term Loan was $234.2 million.
In addition, we entered into the Rail Facility in 2014 which bears interest at a variable rate and exposes us
to interest rate risk. Maximum availability under the Rail Facility is $150.0 million. A 1.0% change in the interest
rate associated with the borrowings outstanding under this facility would result in a $1.5 million change in our
interest expense, assuming the $150.0 million available under the Rail Facility were fully drawn.
We also have interest rate exposure in connection with our J. Aron Inventory Intermediation Agreements
under which we pay a time value of money charge based on LIBOR.
Credit Risk
We are subject to risk of losses resulting from nonpayment or nonperformance by our counterparties. We
will continue to closely monitor the creditworthiness of customers to whom we grant credit and establish credit
limits in accordance with our credit policy.
Concentration Risk
For the year ended December 31, 2015 and December 31, 2014, no single customer accounted for 10% or
more of our total sales.
Only one customer, ExxonMobil, accounted for 10% or more of our total trade accounts receivable as of
December 31, 2015. Following the Chalmette Acquisition on November 1, 2015, ExxonMobil and its affiliates
represented approximately 18% of our total trade accounts receivable as of December 31, 2015.
101
No single customer accounted for 10% or more of our total trade accounts receivable as of December 31,
2014.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is set forth beginning on page F-1 of this Annual Report on Form 10-
K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management has evaluated, with the participation of our principal executive and principal financial
officers, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934 as amended (the “Exchange Act”)) as of the end of the period covered by this
report, and has concluded that our disclosure controls and procedures are effective to provide reasonable assurance
that information required to be disclosed by us in the reports that we file or furnish under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms
including, without limitation, controls and procedures designed to ensure that information required to be disclosed
by us in the reports that we file or furnish under the Exchange Act is accumulated and communicated to our
management, including our principal executive and principal financial officers, as appropriate to allow timely
decisions regarding required disclosures.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting as defined in Rule 13a-15(f) of the Exchange Act. The Company’s internal control system is designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles in the United States
of America. Due to its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and presentation.
On November 1, 2015, we completed the acquisition of Chalmette Refining. We are in the process of
integrating Chalmette Refining's operations, including internal controls over financial reporting and, therefore,
management's evaluation and conclusion as to the effectiveness of our disclosure controls and procedures as of
the end of the period covered by this Annual Report on Form 10-K excludes any evaluation of the internal control
over financial reporting of Chalmette Refining. We expect the integration of Chalmette Refining's operations,
including internal controls over financial reporting to be complete in the year ending December 31, 2016. Chalmette
Refining accounts for 7% of the Company's total assets and 5% of total revenues of the Company as of and for the
year ended December 31, 2015.
Management assessed the effectiveness of our internal control over financial reporting as of December 31,
2015, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in
Internal Control — Integrated Framework (2013). Based on such assessment, we conclude that as of December 31,
2015, the Company’s internal control over financial reporting is effective.
102
Auditor Attestation Report
Our independent registered public accounting firm has issued an attestation report on the effectiveness
of our internal control over financial reporting, which is on page F-3 of this report.
Changes in Internal Control Over Financial Reporting
On November 1, 2015, we completed the acquisition of the Chalmette Refinery. We are in the process of
integrating Chalmette's operations, including internal controls over financial reporting. There has been no other
change in our internal controls over financial reporting during the quarter ended December 31, 2015 that has
materially affected, or is reasonably likely to materially affect, our internal controls over our financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required under this Item will be contained in our 2016 Proxy Statement, incorporated herein
by reference.
We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer,
principal financial officer and principal accounting officer. The Code of Business Conduct and Ethics is available
on our website at www.pbfenergy.com under the heading “Investors”. Any amendments to the Code of Business
Conduct and Ethics or any grant of a waiver from the provisions of the Code of Business Conduct and Ethics
requiring disclosure under applicable Securities and Exchange Commission rules will be disclosed on the
Company’s website.
See also Executive Officers of the Registrant under “Item 1. Business” of this Annual Report on Form 10-
K.
ITEM 11. EXECUTIVE COMPENSATION
The information required under this Item will be contained in our 2016 Proxy Statement, incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
See “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchasers
of Equity Securities—Securities Authorized for Issuance Under Equity Compensation Plans.”
Additional information required by this Item will be contained in our 2016 Proxy Statement, incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required under this Item will be contained in our 2016 Proxy Statement, incorporated herein
by reference.
103
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required under this Item will be contained in our 2016 Proxy Statement, incorporated herein
by reference.
104
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PART IV
(a) 1. Financial Statements. The consolidated financial statements of PBF Energy Inc. and subsidiaries,
required by Part II, Item 8, are included in Part IV of this report. See Index to Consolidated Financial
Statements beginning on page F-1.
2. Financial Statement Schedules and Other Financial Information. No financial statement schedules
are submitted because either they are inapplicable or because the required information is included in the
consolidated financial statements or notes thereto.
3. Exhibits. Filed as part of this Annual Report on Form 10-K are the following exhibits:
Number
2.1
2.2
3.1
3.2
4.1
4.2
4.3
4.4
Description
Sale and Purchase Agreement by and between PBF Holding Company LLC and ExxonMobil Oil
Corporation and its subsidiary, Mobil Pacific Pipeline Company as of September 29, 2015.
(Incorporated by reference to Exhibit 2.1 filed with PBF Energy Inc.’s Current Report on Form
8-K dated October 1, 2015 (File No. 001-35764))
Sale and Purchase Agreement by and between PBF Holding Company LLC, ExxonMobil Oil
Corporation, Mobil Pipe Line Company and PDV Chalmette, L.L.C. as of June 17, 2015.
(Incorporated by reference to Exhibit 2.1 filed with PBF Energy Inc.’s Current Report on Form
8-K dated June 17, 2015 (File No. 001-35764))
Amended and Restated Certificate of Incorporation of PBF Energy Inc. (Incorporated by
reference to Exhibit 3.1 filed with PBF Energy Inc.’s Amendment No. 4 to Registration
Statement on Form S-1 (Registration No. 333-177933))
Amended and Restated Bylaws of PBF Energy Inc. (Incorporated by reference to Exhibit 3.2
filed with PBF Energy Inc.’s Amendment No. 4 to Registration Statement on Form S-1
(Registration No. 333-177933))
Indenture dated as of November 24, 2015, among PBF Holding Company LLC, PBF Finance
Corporation, the Guarantors named on the signature pages thereto, Wilmington Trust, National
Association, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent,
Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent and Form of 7.00%
Senior Secured Note (included as Exhibit A) (Incorporated by reference to Exhibit 4.1 filed with
PBF Energy Inc.’s Current Report on Form 8-K dated November 30, 2015 (File No. 001-35764))
Registration Rights Agreement dated November 24, 2015, among PBF Holding Company LLC
and PBF Finance Corporation, the Guarantors named therein and UBS Securities LLC, as
Representative of the several Initial Purchasers (Incorporated by reference to Exhibit 4.3 filed
with PBF Energy Inc.’s Current Report on Form 8-K dated November 30, 2015 (File No.
001-35764))
Indenture dated May 12, 2015, among PBF Logistics LP, PBF Logistics Finance Corporation, the
Guarantors named therein and Deutsche Bank Trust Company Americas, as Trustee and Form of
Note (included as Exhibit A) (Incorporated by reference to Exhibit 4.1 filed with PBF Energy
Inc.’s Current Report on Form 8-K dated May 12, 2015 (File No. 001-35764))
Supplemental Indenture dated June 19, 2015, among PBF Logistics LP, PBF Logistics Finance
Corporation, the Guarantors named therein and Deutsche Bank Trust Company Americas, as
trustee (Incorporated by reference to Exhibit 4.2 filed with PBF Logistics LP's Registration
Statement on Form S-4 (Registration No. 333-206728)).
105
4.5
4.6
4.7*
4.8*
Amended and Restated Registration Rights Agreement of PBF Energy Inc. dated as of December
12, 2012 (Incorporated by reference to Exhibit 4.1 filed with PBF Energy Inc.’s Current Report
on Form 8-K dated December 18, 2012 (File No. 001-35764))
Indenture, dated as of February 9, 2012, among PBF Holding Company LLC, PBF Finance
Corporation, the Guarantors party thereto, Wilmington Trust, National Association and Deutsche
Bank Trust Company Americas (Incorporated by reference to Exhibit 4.2 filed with PBF Energy
Inc.’s Amendment No. 2 to Registration Statement on Form S-1 (Registration No. 333-177933))
First Supplemental Indenture, dated as of November 13, 2015, among Chalmette Refining,
L.L.C., Wilmington Trust, National Association and Deutsche Bank Trust Company Americas.
Second Supplemental Indenture, dated as of November 16, 2015, by and among PBF Holding
Company LLC, PBF Finance Corporation, the Guarantors named on the signature page thereto
and Wilmington Trust, National Association.
10.1**
Third Amended and Restated Employment Agreement between PBF Investments LLC and
Thomas D. O'Malley, Executive Chairman of the Board of Directors of PBF Energy Inc. as of
September 8, 2015. (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s
Current Report on Form 8-K dated September 11, 2015 (File No. 001-35764))
10.2
10.3
10.4
10.5
10.6
10.7
10.8
First Amendment to Loan Agreement dated as of April 29, 2015, by and among PBF Rail
Logistics Company LLC and Credit Agricole Corporate and Investment Bank (Incorporated by
reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated April
29, 2015 (File No. 001-35764))
Contribution Agreement dated as of May 5, 2015 by and between PBF Energy Company LLC
and PBF Logistics LP (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s
Current Report on Form 8-K dated May 5, 2015 (File No. 001-35764))
Third Amended and Restated Omnibus Agreement dated as of May 15, 2015 among PBF
Holding Company LLC, PBF Energy Company LLC, PBF Logistics GP LLC and PBF Logistics
LP (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on
Form 8-K dated May 12, 2015 (File No. 001-35764))
Third Amended and Restated Operation and Management Services and Secondment Agreement
dated as of May 15, 2015 among PBF Holding Company LLC, Delaware City Refining
Company LLC, Toledo Refining Company LLC, PBF Logistics GP LLC , PBF Logistics LP,
Delaware City Terminaling Company LLC, Delaware Pipeline Company LLC, Delaware City
Logistics Company LLC and Toledo Terminaling Company LLC (Incorporated by reference to
Exhibit 10.2 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 12, 2015 (File
No. 001-35764))
Delaware Pipeline Services Agreement dated as of May 15, 2015 among PBF Holding Company
LLC and Delaware Pipeline Company LLC (Incorporated by reference to Exhibit 10.3 filed with
PBF Energy Inc.’s Current Report on Form 8-K dated May 12, 2015 (File No. 001-35764))
Delaware City Truck Loading Services Agreement dated as of May 15, 2015 among PBF
Holding Company LLC and Delaware City Logistics Company LLC (Incorporated by reference
to Exhibit 10.4 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 12, 2015
(File No. 001-35764))
Guaranty of Collection, dated as of May 12, 2015, by PBF Energy Company LLC with respect to
the 6.875% Senior Notes due 2023 issued by PBF Logistics LP (Incorporated by reference to
Exhibit 10.5 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 12, 2015 (File
No. 001-35764))
106
10.9 */**
Employment Agreement dated as of September 4, 2014 between PBF Investments LLC and
Thomas O'Connor.
10.10
10.11
10.12
10.13†
10.14†
10.15
10.16
10.17
10.18
10.19
10.20
10.21
Amended and Restated Guaranty of Collection, dated as of September 30, 2014, by PBF Energy
Company LLC with respect to the Term Loan and Security Agreement and Revolving Credit
Agreement of PBF Logistics LP (Incorporated by reference to Exhibit 10.8 filed with PBF
Energy Inc.'s June 30, 2015 Form 10-Q (File No. 001-35764))
Reaffirmation Agreement, dated as of December 5, 2014, by PBF Energy Company LLC with
respect to the Amended and Restated Guaranty of Collection (Incorporated by reference to
Exhibit 10.8.1 filed with PBF Energy Inc.'s June 30, 2015 Form 10-Q (File No. 001-35764))
Designation of Other Guaranteed Revolving Credit Obligations, dated as of December 12, 2014
with respect to the Amended and Restated Guaranty of Collection (Incorporated by reference to
Exhibit 10.8.2 filed with PBF Energy Inc.'s June 30, 2015 Form 10-Q (File No. 001-35764))
Inventory Intermediation Agreement dated as of May 29, 2015 (as amended) between J. Aron &
Company and PBF Holding Company LLC and Paulsboro Refining Company LLC
(Incorporated by reference to Exhibit 10.9 filed with PBF Energy Inc.'s June 30, 2015 Form 10-Q
(File No. 001-35764))
Inventory Intermediation Agreement dated as of May 29, 2015 (as amended) between J. Aron &
Company and PBF Holding Company LLC and Delaware City Refining Company LLC
(Incorporated by reference to Exhibit 10.10 filed with PBF Energy Inc.'s June 30, 2015 Form 10-
Q (File No. 001-35764))
Consulting Services Agreement dated as of January 31, 2015 between PBF Investments LLC and
Michael D. Gayda (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.'s March
31, 2015 Form 10-Q (File No. 001-35764))
Third Amended and Restated Revolving Credit Agreement, dated as of August 15, 2014, among
PBF Holding Company LLC, Delaware City Refining Company LLC, Paulsboro Refining
Company LLC, Toledo Refining Company LLC and UBS Securities LLC (Incorporated by
reference to Exhibit 10.2 filed with PBF Energy Inc.'s September 30, 2014 Form 10-Q (File No.
001-35764))
Revolving Credit Agreement, dated as of March 26, 2014, by and among PBF Rail Logistics
Company LLC and Credit Agricole Corporate and Investment Bank (Incorporated by reference
to Exhibit 10.1 filed with PBF Energy Inc.'s March 31, 2014 Form 10-Q (File No. 001-35764))
Term Loan and Security Agreement, dated as of May 14, 2014 among PBF Logistics LP as
Borrower, Wells Fargo Bank, National Association as administrative agent and lender, and the
other lenders party thereto (Incorporated by reference to Exhibit 10.1 filed with PBF Energy
Inc.’s Current Report on Form 8-K dated May 14, 2014 (File No. 001-35764))
Revolving Credit Agreement, dated as of May 14, 2014 among PBF Logistics LP as Borrower,
Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender, L/C issuer
and lender and the other lenders party thereto (Incorporated by reference to Exhibit 10.2 filed
with PBF Energy Inc.'s Current Report on Form 8-K dated May 14, 2014 (File No. 001-35764))
Increase Agreement, dated as of December 5, 2014 (incorporated by reference to Exhibit 10.8 of
PBF Logistics LP's Annual Report on Form 10-K (File No. 001-36446) filed on February 26,
2015).
Guaranty of Collection by PBF Energy Company LLC, dated as of May 14, 2014 (Incorporated
by reference to Exhibit 10.3 filed with PBF Energy Inc.’s Current Report on Form 8-K dated
May 14, 2014 (File No. 001-35764))
107
10.22
10.23
10.24
10.25
10.25.1
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
Second Amended and Restated Agreement of Limited Partnership of PBF Logistics LP dated as
of September 15, 2014 (Incorporated by reference to Exhibit 3.1 filed with PBF Logistics LP's
Current Report on Form 8-K filed on September 19, 2014 (File No. 001-36446))
Contribution, Conveyance and Assumption Agreement dated as of May 14, 2014 by and among
PBF Logistics LP, PBF Logistics GP LLC, PBF Energy Inc., PBF Energy Company LLC, PBF
Holding Company LLC, Delaware City Refining Company LLC, Delaware City Terminaling
Company LLC and Toledo Refining Company LLC (Incorporated by reference to Exhibit 10.1
filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 14, 2014 (File No.
001-35764))
Delaware City Rail Terminaling Services Agreement, dated as of May 14, 2014 (Incorporated by
reference to Exhibit 10.4 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May
14, 2014 (File No. 001-35764))
Amended and Restated Toledo Truck Unloading & Terminaling Agreement effective as of June
1, 2014 (Incorporated by reference to Exhibit 10.10 filed with PBF Energy Inc.'s June 30, 2014
Form 10-Q (File No. 001-35764))
Assignment and Amendment of Amended and Restated Toledo Truck Unloading & Terminaling
Agreement dated as of December 12, 2014 by and between PBF Holding Company LLC, PBF
Logistics LP and Toledo Terminaling Company LLC (Incorporated by reference to Exhibit 10.4
filed with PBF Logistics LP's Current Report on Form 8-K filed on December 16, 2014 (File No.
001-36446))
Contribution Agreement, dated as of September 16, 2014 among PBF Energy Company LLC and
PBF Logistics LP (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s
Current Report on Form 8-K dated September 19, 2014 (File No. 001-35764))
Delaware City West Ladder Rack Terminaling Services Agreement, dated as of October 1, 2014
among PBF Holding Company LLC and Delaware City Terminaling Company LLC
(Incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.’s Current Report on Form
8-K dated October 2, 2014 (File No. 001-35764))
Contribution Agreement, dated as of December 2, 2014 by and between PBF Energy Company
LLC and PBF Logistics LP (Incorporated by reference to Exhibit 10.1 filed with PBF Energy
Inc.’s Current Report on Form 8-K dated December 5, 2014 (File No. 001-35764))
Storage and Terminaling Services Agreement dated as of December 12, 2014 among PBF
Holding Company LLC and Toledo Terminaling Company LLC (Incorporated by reference to
Exhibit 10.3 to the Current Report on Form 8-K filed on December 16, 2014 (File No.
001-36446))
Amended and Restated Limited Liability Company Agreement of PBF Energy Company LLC
(Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form
8-K dated December 18, 2012 (File No. 001-35764))
Exchange Agreement, dated as of December 12, 2012 (Incorporated by reference to Exhibit 10.3
filed with PBF Energy Inc.’s Current Report on Form 8-K dated December 18, 2012 (File No.
001-35764))
Tax Receivable Agreement, dated as of December 12, 2012 (Incorporated by reference to
Exhibit 10.2 filed with PBF Energy Inc.’s Current Report on Form 8-K dated December 18, 2012
(File No. 001-35764))
Stockholders’ Agreement of PBF Energy Inc. (Incorporated by reference to Exhibit 10.4 filed
with PBF Energy Inc.’s Current Report on Form 8-K dated December 18, 2012 (File No.
001-35764))
Restated Warrant and Purchase Agreement between PBF Energy Company LLC and the officers
party thereto, as amended (Incorporated by reference to Exhibit 10.17 filed with PBF Energy
Inc.’s Amendment No. 4 to Registration Statement on Form S-1 (Registration No. 333-177933))
108
10.35**
10.36**
10.37**
10.38
10.39**
10.40**
10.41**
10.42**
10.43**
10.44**
10.45
21.1*
23.1*
24.1*
31.1*
31.2*
Amended and Restated Employment Agreement dated as of December 17, 2012, between
PBF Investments LLC and Thomas J. Nimbley (Incorporated by reference to Exhibit 10.8 filed
with PBF Energy Inc.’s Current Report on Form 8-K dated December 18, 2012 (File No.
001-35764))
Second Amended and Restated Employment Agreement, dated as of December 17, 2012,
between PBF Investments LLC and Matthew C. Lucey (Incorporated by reference to Exhibit
10.9 filed with PBF Energy Inc.’s Current Report on Form 8-K dated December 18, 2012 (File
No. 001-35764))
Employment Agreement dated as of April 1, 2014 between PBF Investments LLC and Erik
Young. (Incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.'s March 31, 2014
Form 10-Q (File No. 001-35764))
Form of Indemnification Agreement, dated December 12, 2012, between PBF Energy Inc. and
each of the executive officers and directors of PBF Energy Inc. (Incorporated by reference to
Exhibit 10.5 filed with PBF Energy Inc.’s Current Report on Form 8-K dated December 18, 2012
(File No. 001-35764))
PBF Energy Inc. 2012 Equity Incentive Plan (Incorporated by reference to Exhibit 10.6 filed
with PBF Energy Inc.’s Current Report on Form 8-K dated December 18, 2012 (File No.
001-35764))
Form of Restricted Stock Award Agreement for Directors under the PBF Energy Inc. 2012 Equity
Incentive Plan. (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.'s
September 30, 2014 Form 10-Q (File No. 001-35764))
Form of Non-Qualified Stock Option Agreement under the PBF Energy Inc. 2012 Equity
Incentive Plan (Incorporated by reference to Exhibit 10.28 filed with PBF Energy Inc.’s
Amendment No. 6 to Registration Statement on Form S-1 (Registration No. 333-177933))
PBF Logistics LP 2014 Long-Term Incentive Plan, adopted as of May 14, 2014 (Incorporated by
reference to Exhibit 10.8 filed with PBF Logistics LP's Current Report on Form 8-K dated May
14, 2014 (File No. 001-36446))
Form of Phantom Unit Agreement for Employees, under the PBF Logistics LP 2014 Long-Term
Incentive Plan (Incorporated by reference to Exhibit 10.8 to PBF Logistics LP's Registration
Statement on Form S-1, as amended, originally filed on April 22, 2014 (File No. 333-195024))
Form of Phantom Unit Agreement for Non-Employee Directors, under the PBF Logistics LP
2014 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.7 to PBF Logistics LP's
Registration Statement on Form S-1, as amended originally filed on April 22, 2014 (File No.
333-195024))
Form of Indemnification Agreement between PBF Logistics LP, PBF Logistics GP LLC and each
of the executive officers and directors of PBF Logistics LP and PBF Logistics GP LLC
(Incorporated by reference to Exhibit 10.11 to PBF Logistics LP's Registration Statement on
Form S-1, as amended, originally filed on April 22, 2014 (File No. 333-195024))
Subsidiaries of the Registrant
Consent of Deloitte & Touche LLP
Power of Attorney (included on signature page)
Certification by Chief Executive Officer of PBF Energy Inc. pursuant to Rule 13a-14(a)/15d-14
(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification by Chief Financial Officer of PBF Energy Inc. pursuant to Rule 13a-14(a)/15d-14
(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*(1)
Certification by Chief Executive Officer of PBF Energy Inc. pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
109
32.2*(1)
Certification by Chief Financial Officer of PBF Energy Inc. pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
XBRL Instance Document.
101.SCH
XBRL Taxonomy Extension Schema Document.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
——————————
*
Filed herewith.
**
Indicates management compensatory plan or arrangement.
†
Confidential treatment has been granted by the SEC as to certain portions, which portions have
been omitted and filed separately with the SEC.
(1)
This exhibit should not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.
110
PBF ENERGY INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2015 and 2014
Consolidated Statements of Operations For the Years Ended December 31, 2015, 2014 and
2013
Consolidated Statements of Comprehensive Income (Loss) For the Years Ended December
31, 2015, 2014 and 2013
Consolidated Statements of Changes in Equity For the Years Ended December 31, 2015,
2014 and 2013
Consolidated Statements of Cash Flows For the Years Ended December 31, 2015, 2014
and 2013
F-2
F- 5
F- 6
F- 7
F- 8
F- 10
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
PBF Energy Inc. and subsidiaries
We have audited the accompanying consolidated balance sheets of PBF Energy Inc. and subsidiaries (the
“Company”) as of December 31, 2015 and 2014, and the related consolidated statements of operations,
comprehensive income (loss), changes in equity, and cash flows for each of the three years in the period ended
December 31, 2015. These financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position
of PBF Energy Inc. and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and
their cash flows for each of the three years in the period ended December 31, 2015, in conformity with accounting
principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the Company's internal control over financial reporting as of December 31, 2015, based on criteria
established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated February 29, 2016 expressed an unqualified
opinion on the Company's internal control over financial reporting.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
February 29, 2016
F- 2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
PBF Energy Inc. and subsidiaries
We have audited the internal control over financial reporting of PBF Energy Inc. and subsidiaries (the “Company”)
as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission. As described in Management’s
Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control
over financial reporting at Chalmette Refining, L.L.C. which was acquired on November 1, 2015 and whose
financial statements constitute 7% of total assets and 5% of revenues of the consolidated financial statement amounts
as of and for the year ended December 31, 2015. Accordingly, our audit did not include the internal control over
financial reporting at Chalmette Refining, L.L.C. The Company’s management is responsible for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of internal control
over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting
based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the
company’s principal executive and principal financial officers, or persons performing similar functions, and effected
by the company's board of directors, management, and other personnel to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets
that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion
or improper management override of controls, material misstatements due to error or fraud may not be prevented
or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over
financial reporting to future periods are subject to the risk that the controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting
as of December 31, 2015, based on the criteria established in Internal Control - Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
F- 3
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated financial statements as of and for the year ended December 31, 2015 of the Company and
our report dated February 29, 2016 expressed an unqualified opinion on those financial statements.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
February 29, 2016
F- 4
PBF ENERGY INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable
Inventories
Deferred tax asset
Prepaid expense and other current assets
Total current assets
Property, plant and equipment, net
Deferred tax assets
Marketable securities
Deferred charges and other assets, net
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
Accrued expenses
Payable to related parties pursuant to tax receivable agreement
Deferred revenue
Total current liabilities
Delaware Economic Development Authority loan
Long-term debt
Payable to related parties pursuant to tax receivable agreement
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note 14)
Equity:
Class A common stock, $0.001 par value, 1,000,000,000 shares authorized, 97,781,933 shares
outstanding at December 31, 2015, 81,981,119 shares outstanding at December 31, 2014
Class B common stock, $0.001 par value, 1,000,000 shares authorized, 28 shares outstanding at
December 31, 2015, 39 shares outstanding at December 31, 2014
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares outstanding at
December 31, 2015 and 2014
Treasury stock, at cost, 6,056,719 shares outstanding at December 31, 2015 and 5,765,946
shares outstanding at December 31, 2014
Additional paid in capital
Retained earnings / (Accumulated deficit)
Accumulated other comprehensive loss
Total PBF Energy Inc. equity
Noncontrolling interest
Total equity
Total liabilities and equity
December 31,
2015
December 31,
2014
$
944,320
$
454,759
1,174,272
371,186
77,474
3,022,011
397,873
551,269
1,102,261
222,368
72,900
2,346,671
$
$
2,356,638
1,936,839
201,504
234,258
290,713
345,179
234,930
300,389
6,105,124
$
5,164,008
315,653
$
1,119,189
56,621
4,043
335,268
1,130,792
75,535
1,227
1,495,506
1,542,822
4,000
1,836,355
604,797
68,609
4,009,267
93
—
—
(150,804)
1,904,751
(83,454)
(23,289)
1,647,297
448,560
2,095,857
$
6,105,124
$
8,000
1,220,069
637,192
62,609
3,470,692
88
—
—
(142,731)
1,508,425
(123,271)
(24,298)
1,218,213
475,103
1,693,316
5,164,008
See notes to consolidated financial statements.
F- 5
PBF ENERGY INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
Revenues
$
13,123,929
$
19,828,155
$
19,151,455
Year Ended December 31,
2015
2014
2013
Cost and expenses:
Cost of sales, excluding depreciation
11,481,614
18,471,203
17,803,314
Operating expenses, excluding depreciation
General and administrative expenses
Gain on sale of assets
Depreciation and amortization expense
904,525
181,266
(1,004)
197,417
883,140
146,661
(895)
180,382
812,652
95,794
(183)
111,479
12,763,818
19,680,491
18,823,056
Income from operations
360,111
147,664
328,399
Other income (expense)
Change in tax receivable agreement liability
Change in fair value of catalyst lease
Interest expense, net
Income before income taxes
Income tax expense (benefit)
Net income
Less: net income attributable to
noncontrolling interests
Net income (loss) attributable to PBF
Energy Inc.
Weighted-average shares of Class A
common stock outstanding
Basic
Diluted
Net income (loss) available to Class A
common stock per share:
Basic
Diluted
Dividends per common share
18,150
10,184
(106,187)
282,258
86,725
195,533
2,990
3,969
(98,764)
55,859
(22,412)
78,271
(8,540)
4,691
(93,784)
230,766
16,681
214,085
49,132
116,508
174,545
$
146,401
$
(38,237) $
39,540
88,106,999
94,138,850
74,464,494
74,464,494
32,488,369
33,061,081
$
$
$
1.66
1.65
1.20
$
$
$
(0.51) $
(0.51) $
1.20
$
1.22
1.20
1.20
See notes to consolidated financial statements.
F- 6
PBF ENERGY INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
Net income
$
195,533
$
78,271
$
214,085
Year Ended December 31,
2015
2014
2013
Other comprehensive income (loss):
Unrealized gain (loss) on available for sale
securities
Net gain (loss) on pension and other post-
retirement
benefits
Total other comprehensive income (loss)
Comprehensive income
Less: Comprehensive income attributable to
noncontrolling interests
Comprehensive income (loss) attributable to PBF
Energy Inc.
124
127
(308)
1,982
2,106
197,639
(12,465)
(12,338)
65,933
(5,289)
(5,597)
208,488
49,233
115,261
171,218
$
148,406
$
(49,328) $
37,270
See notes to consolidated financial statements.
F- 7
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9
-
F
PBF ENERGY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization
Stock-based compensation
Change in fair value of catalyst lease obligation
Deferred income taxes
Change in tax receivable agreement liability
Non-cash change in inventory repurchase obligations
Non-cash lower of cost or market inventory adjustment
Pension and other post-retirement benefits costs
Gain on disposition of property, plant and equipment
Changes in current assets and current liabilities:
Accounts receivable
Inventories
Prepaid expenses and other current assets
Accounts payable
Accrued expenses
Deferred revenue
Payable to related parties pursuant to tax receivable agreement
Other assets and liabilities
Net cash provided by operations
Cash flow from investing activities:
Acquisition of Chalmette Refining, net of cash acquired
Expenditures for property, plant and equipment
Expenditures for deferred turnaround costs
Expenditures for other assets
Proceeds from sale of assets
Purchase of marketable securities
Maturities of marketable securities
Year Ended December 31,
2015
2014
2013
$
195,533
$
78,271
214,085
188,209
118,001
207,004
13,497
(10,184)
(5,607)
(18,150)
63,389
427,226
26,982
(1,004)
7,181
(3,969)
(49,387)
(2,990)
(93,246)
690,110
22,600
(895)
97,636
45,378
(271,892)
(394,031)
(3,661)
(24,291)
(36,805)
2,816
(67,643)
(34,422)
560,424
(565,304)
(353,964)
(53,576)
(8,236)
168,270
(17,057)
(67,025)
61,785
(6,539)
—
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456,325
—
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(137,688)
(17,255)
202,654
(2,067,286)
(1,918,637)
2,067,983
1,683,708
3,753
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16,681
8,540
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—
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(183)
(92,851)
45,991
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42,236
209,479
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—
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291,329
—
(318,394)
(64,616)
(32,692)
102,428
—
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Net cash used in investing activities
$
(812,113) $
(663,607) $
(313,274)
See notes to consolidated financial statements.
F- 10
PBF ENERGY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(in thousands)
Cash flows from financing activities:
Proceeds from issuance of PBF Logistics LP common units, net of underwriters'
discount and commissions
$
— $
340,957
$
Offering costs for issuance of PBF Logistics LP common units
Exercise of Series A options and warrants of PBF Energy Company LLC, net
Distribution to PBF Energy Company LLC members other than PBF Energy
Distribution to PBF Logistics LP public unit holders
Dividend payments
Proceeds from revolver borrowings
Repayments of revolver borrowings
Proceeds from Rail Facility revolver borrowings
Repayment of Rail Facility revolver borrowings
Proceeds from 2023 Senior Secured Notes
Proceeds from PBFX revolver borrowings
Repayment of PBFX revolver borrowings
Proceeds from PBFX Term Loan borrowings
Repayments of PBFX Term Loan borrowings
Proceeds from PBFX Senior Notes
Proceeds from catalyst lease
Proceeds from sale of Class A common stock, net of underwriters' discount
Payment of contingent consideration related to acquisition of Toledo refinery
Purchases of treasury stock
Deferred financing costs and other
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and equivalents, beginning of period
Cash and equivalents, end of period
Supplemental cash flow disclosures
Non-cash activities:
(5,000)
(78)
(87,187)
(7,397)
(88,613)
—
—
1,757
(157,745)
—
(37,917)
—
—
(19,386)
(22,830)
(106,584)
170,000
395,000
1,450,000
(170,000)
(410,000)
(1,435,000)
102,075
(71,938)
500,000
24,500
(275,100)
—
(700)
350,000
—
344,000
—
(8,073)
(17,828)
798,136
546,447
397,873
83,095
(45,825)
—
275,100
—
300,000
(65,100)
—
—
—
—
(142,731)
(14,036)
528,185
320,903
76,970
—
—
—
—
—
—
—
—
14,337
—
(21,357)
—
(1,044)
(186,969)
(208,914)
285,884
$
944,320
$
397,873
$
76,970
Conversion of Delaware Economic Development Authority loan to grant
$
4,000
$
4,000
$
Accrued construction in progress and unpaid fixed assets
7,974
33,296
Cash paid during year for:
Interest (including capitalized interest of $3,529, $7,517 and $5,672 in 2015,
2014 and 2013, respectively)
Income taxes
100,388
124,040
98,499
65,500
8,000
33,747
92,848
1,065
See notes to consolidated financial statements.
F- 11
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
Description of the Business
PBF Energy Inc. ("PBF Energy") was formed as a Delaware corporation on November 7, 2011 for the purpose of
facilitating an initial public offering ("IPO") of its common equity and to become the sole managing member of
PBF Energy Company LLC ("PBF LLC"), a Delaware limited liability company. Prior to completion of its IPO,
PBF Energy had not engaged in any business or other activities except in connection with its formation and the
IPO. On December 12, 2012, PBF Energy completed an IPO of 23,567,686 shares of its Class A common stock
at a public offering price of $26.00 per share. The IPO subsequently closed on December 18, 2012. PBF Energy
used the net proceeds of the offering to acquire approximately 24.4% of the membership interests in PBF LLC
and to cover offering expenses. As a result of the IPO and related reorganization transactions, PBF Energy became
the sole managing member of PBF LLC with a controlling interest in PBF LLC and its subsidiaries. PBF Energy
consolidates the financial results of PBF LLC and its subsidiaries and records a noncontrolling interest in its
consolidated financial statements representing the economic interests of PBF LLC's members other than PBF
Energy (refer to Note 16 "Non-Controlling Interests" of our Notes to Consolidated Financial Statements). The
financial statements and results of operations for periods prior to the completion of PBF Energy’s IPO and the
related reorganization transactions are those of PBF LLC. Effective with the completion of the PBF Energy IPO
and related reorganization transactions, PBF LLC became a minority-owned, controlled and consolidated subsidiary
of PBF Energy.
PBF LLC, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in
North America. PBF Holding Company LLC ("PBF Holding") is a wholly-owned subsidiary of PBF LLC. PBF
Finance Corporation ("PBF Finance") is a wholly-owned subsidiary of PBF Holding. Delaware City Refining
Company LLC ("Delaware City Refining"), PBF Power Marketing LLC, PBF Energy Limited, Paulsboro Refining
Company LLC ("Paulsboro Refining"), Paulsboro Natural Gas Pipeline Company LLC, Toledo Refining Company
LLC ("Toledo Refining"), Chalmette Refining, L.L.C. ("Chalmette Refining") and MOEM Pipeline LLC are PBF
LLC’s principal operating subsidiaries and are all wholly-owned subsidiaries of PBF Holding. In addition, PBF
LLC, through Chalmette Refining, holds an 80% interest in and consolidates Collins Pipeline Company and T&M
Terminal Company.
PBF LLC also consolidates a publicly traded master limited partnership, PBF Logistics LP ("PBFX"). On May
14, 2014, PBFX completed its initial public offering (the “PBFX Offering”) of 15,812,500 common units. Upon
completion of the PBFX Offering, PBF LLC held a 50.2% limited partner interest in PBFX and all of its incentive
distribution rights (refer to Note 3 "PBF Logistics LP" of our Notes to Consolidated Financial Statements). PBF
Logistics GP LLC (“PBF GP”) owns the noneconomic general partner interest and serves as the general partner
of PBFX and is wholly-owned by PBF LLC. PBF Energy, through its ownership of PBF LLC, consolidates the
financial results of PBFX and its subsidiaries and records a noncontrolling interest in its consolidated financial
statements representing the economic interests of PBFX's unit holders other than PBF LLC (refer to Note 16 "Non-
Controlling Interests" of our Notes to Consolidated Financial Statements). Collectively, PBF Energy and its
consolidated subsidiaries, including PBF LLC, PBF Holding, PBF GP and PBFX are referred to hereinafter as the
"Company" unless the context otherwise requires.
Substantially all of the Company’s operations are in the United States. Effective with the completion of the PBFX
Offering in May 2014, the Company operates in two reportable business segments: Refining and Logistics. The
Company’s four oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum
products, and are aggregated into the Refining segment. PBFX is a publicly traded master limited partnership that
was formed to operate logistical assets such as crude oil and refined petroleum products terminals, pipelines and
storage facilities. PBFX's operations are aggregated into the Logistics segment. To generate earnings and cash
flows from operations, the Company is primarily dependent upon processing crude oil and selling refined petroleum
products at margins sufficient to cover fixed and variable costs and other expenses. Crude oil and refined petroleum
products are commodities; and factors largely out of the Company’s control can cause prices to vary over time.
F- 12
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
The potential margin volatility can have a material effect on the Company’s financial position, earnings and cash
flow.
Secondary Offerings
On June 12, 2013, funds affiliated with Blackstone and First Reserve completed a public offering of 15,950,000
shares of Class A common stock in a secondary public offering (the "2013 secondary offering"). In connection
with the 2013 secondary offering, Blackstone and First Reserve exchanged 15,950,000 Series A Units of PBF LLC
for an equivalent number of shares of Class A common stock of PBF Energy, which reduced Blackstone and First
Reserve's holdings in PBF LLC from 70.1% to 53.6% at the time of the offering.
On January 10, 2014, PBF Energy completed a public offering of 15,000,000 shares of Class A common stock in
a secondary offering (the "January 2014 secondary offering"). On March 26, 2014, PBF Energy completed another
public offering of 15,000,000 shares of Class A common stock in a secondary offering (the "March 2014 secondary
offering"). On June 17, 2014, PBF Energy completed a third public offering of 18,000,000 shares of Class A
common stock in a secondary offering (the "June 2014 secondary offering" and collectively with the January 2014
secondary offering and the March 2014 secondary offering, the "2014 secondary offerings"). All of the shares in
the 2014 secondary offerings were sold by funds affiliated with Blackstone and First Reserve. In connection with
the 2014 secondary offerings, Blackstone and First Reserve exchanged PBF LLC Series A Units for an equivalent
number of shares of Class A common stock of PBF Energy.
On February 6, 2015, the Company completed a public offering of 3,804,653 shares of Class A common stock in
a secondary offering (the "February 2015 secondary offering"). All of the shares in the February 2015 secondary
offering were sold by funds affiliated with Blackstone Group L.P., or Blackstone, and First Reserve Management,
L.P., or First Reserve. In connection with the February 2015 secondary offering, Blackstone and First Reserve
exchanged all of their remaining PBF LLC Series A Units for an equivalent number of shares of Class A common
stock of PBF Energy, and as a result, Blackstone and First Reserve no longer hold any PBF LLC Series A Units
or shares of PBF Energy Class A common stock.
In connection with each of the secondary offerings described above, the holders of PBF LLC Series B Units, which
include certain executive officers of PBF Energy, had the right to receive a portion of the proceeds of the sale of
the PBF Energy Class A common stock by Blackstone and First Reserve. PBF Energy did not receive any proceeds
from any of the secondary offerings.
On October 13, 2015, PBF Energy completed a public offering of an aggregate of 11,500,000 shares of its Class
A common stock, including 1,500,000 shares of Class A common stock that was sold pursuant to the exercise of
an over-allotment option, for net proceeds of $344,000, after deducting underwriting discounts and commissions
and other offering expenses (the "October 2015 Equity Offering").
PBF Energy incurred approximately $470, $1,250 and $1,388 of expenses, included in general and administrative
expenses, in connection with the 2015, 2014 and 2013 secondary offerings during the three years ended December
31, 2015, 2014 and 2013, respectively, for which it was reimbursed by PBF LLC in accordance with the PBF LLC
amended and restated limited liability company agreement.
As a result of the equity offerings in 2015, 2014 and 2013 described above and certain other transactions such as
stock option exercises, as of December 31, 2015, the Company now owns 97,781,933 PBF LLC Series C Units
and the Company's current and former executive officers and directors and certain employees beneficially own
4,985,358 PBF LLC Series A Units, and the holders of our issued and outstanding shares of Class A common stock
have 95.1% of the voting power in the Company and the members of PBF LLC other than PBF Energy through
their holdings of Class B common stock have the remaining 4.9% of the voting power in the Company.
F- 13
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
Tax Receivable Agreement
PBF LLC intends to make an election under Section 754 of the Internal Revenue Code (the “Code”) effective for
each taxable year in which an exchange of PBF LLC Series A Units for PBF Energy Class A common stock as
described above occurs, which may result in an adjustment to the tax basis of the assets of PBF LLC at the time
of an exchange of PBF LLC Series A Units. As a result of both the initial purchase of PBF LLC Series A Units
from the PBF LLC Series A Unit holders in connection with the IPO and subsequent exchanges, PBF Energy will
become entitled to a proportionate share of the existing tax basis of the assets of PBF LLC. In addition, the purchase
of PBF LLC Series A Units and subsequent exchanges have resulted in and are expected to continue to result in
increases in the tax basis of the assets of PBF LLC that otherwise would not have been available. Both this
proportionate share and these increases in tax basis may reduce the amount of tax that PBF Energy would otherwise
be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future
dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.
PBF Energy entered into a tax receivable agreement with the PBF LLC Series A and PBF LLC Series B Unit
holders (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's
Class A common stock and had PBF Energy not entered into the Tax Receivable Agreement. The term of the Tax
Receivable Agreement will continue until all such tax benefits have been utilized or expired unless: (i) PBF Energy
exercises its right to terminate the Tax Receivable Agreement, (ii) PBF Energy breaches any of its material
obligations under the Tax Receivable Agreement or (iii) certain changes of control occur, in which case all
obligations under the Tax Receivable Agreement will generally be accelerated and due as calculated under certain
assumptions.
The payment obligations under the Tax Receivable Agreement are obligations of PBF Energy and not of PBF LLC,
PBF Holding or PBFX. In general, PBF Energy expects to obtain funding for these annual payments from PBF
LLC, primarily through tax distributions, which PBF LLC makes on a pro-rata basis to its owners, including PBF
Energy. PBF LLC obtains funding to pay its tax distributions by causing PBF Holding to distribute cash to PBF
LLC and from distributions it receives from PBFX.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Presentation
These consolidated financial statements include the accounts of PBF Energy and subsidiaries in which PBF Energy
has a controlling interest. All intercompany accounts and transactions have been eliminated in consolidation.
Reclassification
Certain amounts previously reported in the Company's consolidated financial statements for prior periods have
been reclassified to conform to the 2015 presentation. These reclassifications include presentation of deferred
financing costs and debt due to the adoption of a recently adopted accounting pronouncement (as discussed below),
reallocation of certain assets and related results of operations between segments arising from retrospective
adjustments attributable to the drop-down transactions with PBFX (see Note 3 “PBF Logistics LP”) and the
presentation of changes in the tax receivable agreement liability a separate line item in the statement of operations.
F- 14
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
Use of Estimates
The preparation of the financial statements in conformity with U.S. generally accepted accounting principles
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.
Business Combinations
We use the acquisition method of accounting for the recognition of assets acquired and liabilities assumed in
business combinations at their estimated fair values as of the date of acquisition. Any excess consideration
transferred over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Significant
judgment is required in estimating the fair value of assets acquired. As a result, in the case of significant acquisitions,
we obtain the assistance of third-party valuation specialists in estimating fair values of tangible and intangible
assets based on available historical information and on expectations and assumptions about the future, considering
the perspective of marketplace participants. While management believes those expectations and assumptions are
reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may
occur, which could affect the accuracy or validity of the estimates and assumptions.
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.
Marketable Securities
Debt or equity securities are classified into the following reporting categories: held-to-maturity, trading or available-
for-sale securities. The Company does not routinely sell marketable securities prior to their scheduled maturity
dates. Some of the Company's investments may be held and restricted for the purpose of funding future capital
expenditures and acquisitions. Such investments are classified as available-for-sale marketable securities as they
may occasionally be sold prior to their scheduled maturity dates due to the unexpected timing of cash needs. The
carrying value of these marketable securities approximates fair value and is measured using Level 1 inputs (as
defined below). The terms of the marketable securities range from one to three months and are classified on the
balance sheet as non-current assets. As of December 31, 2015, these investments are used as collateral to secure
the PBFX Term Loan (as defined below) and are intended to be used only to fund future PBFX capital expenditures.
Concentrations of Credit Risk
For the year ended December 31, 2015, no single customer amounted to greater than or equal to 10% of the
Company's revenues. Only one customer, ExxonMobil Oil Corporation ("ExxonMobil"), accounted for 10% or
more of our total trade accounts receivable as of December 31, 2015. Following the Chalmette Acquisition on
November 1, 2015, ExxonMobil and its affiliates represented approximately 18% of our total trade accounts
receivable as of December 31, 2015.
For the year ended December 31, 2014, no single customer amounted to greater than or equal to 10% of the
Company's revenues. No single customer accounted for 10% or more of our total trade accounts receivable as of
December 31, 2014.
For the year ended December 31, 2013, Morgan Stanley Capital Group Inc. ("MSCG") and Sunoco, Inc. (R&M)
("Sunoco") accounted for 29% and 10% of the Company's revenues, respectively.
F- 15
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
Revenue, Deferred Revenue and Accounts Receivable
The Company sells various refined products primarily through its refinery subsidiaries and recognizes revenue
related to the sale of products when there is persuasive evidence of an agreement, the sales prices are fixed or
determinable, collectability is reasonably assured and when products are shipped or delivered in accordance with
their respective agreements. Revenue for services is recorded when the services have been provided. Certain of
the Company’s refineries have product offtake agreements with third-parties under which these third parties
purchase a portion of the refineries' daily gasoline production. The refineries also sell their products through short-
term contracts or on the spot market.
Prior to July 1, 2013, the Company’s Paulsboro and Delaware City refineries sold light finished products, certain
intermediates and lube base oils to MSCG under products offtake agreements with each refinery (the “Offtake
Agreements”). On a daily basis, MSCG purchased and paid for the refineries’ production of light finished products
as they were produced, delivered to the refineries’ storage tanks, and legal title passed to MSCG. Revenue on these
product sales was deferred until they shipped out of the storage facility by MSCG.
Under the Offtake Agreements, the Company’s Paulsboro and Delaware City refineries also entered into purchase
and sale transactions of certain intermediates and lube base oils whereby MSCG purchased and paid for the
refineries’ production of certain intermediates and lube products as they were produced and legal title passed to
MSCG. The intermediate products were held in the refineries’ storage tanks until they were needed for further use
in the refining process. The intermediates may also have been sold to third parties. The refineries had the right to
repurchase lube products and did so to supply other third parties with that product. When the refineries needed
intermediates or lube products, the products were drawn out of the storage tanks, title passed back to the refineries
and MSCG was paid for those products. These transactions occurred at the daily market price for the related
products. These transactions were considered to be made in contemplation of each other and, accordingly, did not
result in the recognition of a sale when title passed from the refineries to MSCG. Inventory remained at cost and
the net cash receipts resulted in a liability that was recorded at market price for the volumes held in storage with
any change in the market price being recorded in costs of sales. The liability represented the amount the Company
expected to pay to repurchase the volumes held in storage.
While MSCG had legal title, it had the right to encumber and/or sell these products and any such sales by MSCG
resulted in sales being recognized by the refineries when products were shipped out of the storage facility. As the
exclusive vendor of intermediate products to the refineries, MSCG had the obligation to provide the intermediate
products to the refineries as they were needed. Accordingly, sales by MSCG to others were limited and only made
with the Company or its subsidiaries’ approval.
As of July 1, 2013, the Company terminated the Offtake Agreements for the Company’s Paulsboro and Delaware
City refineries. The Company entered into two separate inventory intermediation agreements (“Inventory
Intermediation Agreements”) with J. Aron & Company ("J. Aron") on June 26, 2013 which commenced upon the
termination of the Offtake Agreements with MSCG.
On May 29, 2015, PBF Holding entered into amended and restated inventory intermediation agreements (the "A&R
Intermediation Agreements") with J. Aron pursuant to which certain terms of the existing inventory intermediation
agreements were amended, including, among other things, pricing and an extension of the term for a period of two
years from the original expiry date of July 1, 2015, subject to certain early termination rights. In addition, the A&R
Intermediation Agreements include one-year renewal clauses by mutual consent of both parties.
Pursuant to each A&R Intermediation Agreement, J. Aron will continue to purchase and hold title to certain of the
intermediate and finished products (the "Products") produced by the Paulsboro and Delaware City refineries (the
"Refineries"), respectively, and delivered into tanks at the Refineries. Furthermore, J. Aron agrees to sell the
Products back to Paulsboro refinery and Delaware City refinery as the Products are discharged out of the Refineries'
tanks. J. Aron has the right to store the Products purchased in tanks under the A&R Intermediation Agreements
and will retain these storage rights for the term of the agreements. PBF Holding will continue to market and sell
the Products independently to third parties.
F- 16
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
Until December 31, 2015, the Company's Delaware City refinery sold and purchased feedstocks under a supply
agreement with Statoil (the “Crude Supply Agreement”). This Crude Supply Agreement expired on December 31,
2015. Statoil purchased the refineries' production of certain feedstocks or purchased feedstocks from third parties
on the refineries' behalf. Legal title to the feedstocks was held by Statoil and the feedstocks were held in the
refineries' storage tanks until they were needed for further use in the refining process. At that time, the products
were drawn out of the storage tanks and purchased by the refinery. These purchases and sales were settled monthly
at the daily market prices related to those products. These transactions were considered to be made in contemplation
of each other and, accordingly, did not result in the recognition of a sale when title passed from the refineries to
Statoil. Inventory remained at cost and the net cash receipts resulted in a liability which is discussed further in the
Inventory note below. The Company terminated its supply agreement with Statoil for its Paulsboro refinery in
March 2013, at which time it began to purchase from Statoil the feedstocks owned by them at that date that had
been purchased on our behalf. Subsequent to the expiration of the Delaware City Crude Supply Agreement, the
Company began to purchase all of its crude and feedstock needs independently from a variety of suppliers on the
spot market or through term agreements.
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. There was no allowance for doubtful
accounts at December 31, 2015 and 2014.
Excise taxes on sales of refined products that are collected from customers and remitted to various governmental
agencies are reported on a net basis.
Inventory
Inventories are carried at the lower of cost or market. The cost of crude oil, feedstocks, blendstocks and refined
products are determined under the last-in first-out (“LIFO”) method using the dollar value LIFO method with
increments valued based on average purchase prices during the year. The cost of supplies and other inventories is
determined principally on the weighted average cost method.
The Company had the obligation to purchase and sell feedstocks under a supply agreement with Statoil for its
Delaware City refinery. This Crude Supply Agreement expired on December 31, 2015. The Company's Paulsboro
refinery also had a crude supply agreement with Statoil that was terminated in March 2013. Prior to the expiration
or termination of these agreements, Statoil purchased the refineries' production of certain feedstocks or purchased
feedstocks from third parties on the refineries' behalf. The Company took title to the crude oil as it was delivered
to the processing units, in accordance with the Crude Supply Agreement; however, the Company was obligated to
purchase all the crude oil held by Statoil on the Company’s behalf upon termination of the agreement at the then
market price. The Paulsboro crude supply agreement also included an obligation to purchase a fixed volume of
feedstocks from Statoil on the later of maturity or when the arrangement is terminated based on a forward market
price of West Texas Intermediate crude oil. As a result of the purchase obligations, the Company recorded the
inventory of crude oil and feedstocks in the refineries’ storage facilities. The Company determined the purchase
obligations were contracts that contain derivatives that changed in value based on changes in commodity prices.
Such changes in the fair value of these derivatives were included in cost of sales.
Prior to July 31, 2014, the Company’s Toledo refinery acquired substantially all of its crude oil from MSCG under
a crude oil acquisition agreement (the “Toledo Crude Oil Acquisition Agreement”). Under the Toledo Crude Oil
Acquisition Agreement, the Company took title to crude oil at various pipeline locations for delivery to the refinery
or sale to third parties. The Company recorded the crude oil inventory when it received title. Payment for the crude
oil was due to MSCG under the Toledo Crude Oil Acquisition Agreement three days after the crude oil was delivered
to the Toledo refinery processing units or upon sale to a third party. The Company terminated the Toledo Crude
Oil Acquisition Agreement effective July 31, 2014 and began to source its crude oil needs independently.
F- 17
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
Property, Plant and Equipment
Property, plant and equipment additions are recorded at cost. The Company capitalizes costs associated with the
preliminary, pre-acquisition and development/construction stages of a major construction project. The Company
capitalizes the interest cost associated with major construction projects based on the effective interest rate of total
borrowings. The Company also capitalizes costs incurred in the acquisition and development of software for internal
use, including the costs of software, materials, consultants and payroll-related costs for employees incurred in the
application development stage.
Depreciation is computed using the straight-line method over the following estimated useful lives:
Process units and equipment
Pipeline and equipment
Buildings
Computers, furniture and fixtures
Leasehold improvements
Railcars
5-25 years
5-25 years
25 years
3-7 years
20 years
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 metals catalyst, 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 (generally 3 to 5 years).
Precious metals catalyst and linefill 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 as indicators of impairment develop.
Deferred financing costs are capitalized when incurred and amortized over the life of the loan (generally 1 to 8
years).
Intangible assets with finite lives primarily consist of catalyst, emission credits and permits and are amortized over
their estimated useful lives (generally 1 to 10 years).
Long-Lived Assets and Definite-Lived Intangibles
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate
the carrying value may not be recoverable. Impairment is evaluated by comparing the carrying value of the long-
lived assets to the estimated undiscounted future cash flows expected to result from use of the assets and their
ultimate disposition. If such analysis indicates that the carrying value of the long-lived assets is not considered to
be recoverable, the carrying value is reduced to the fair value.
F- 18
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
Impairment assessments inherently involve judgment as to assumptions about expected future cash flows and the
impact of market conditions on those assumptions. Although management would utilize assumptions that it believes
are reasonable, future events and changing market conditions may impact management’s assumptions, which could
produce different results.
Asset Retirement Obligations
The Company records an asset retirement obligation at fair value for the estimated cost to retire a tangible long-
lived asset at the time the Company incurs that liability, which is generally when the asset is purchased, constructed,
or leased. The Company records the liability when it has a legal or contractual obligation to incur costs to retire
the asset and when a reasonable estimate of the fair value of the liability can be made. If a reasonable estimate
cannot be made at the time the liability is incurred, the Company will record the liability when sufficient information
is available to estimate the liability’s fair value. Certain of the Company’s asset retirement obligations are based
on its legal obligation to perform remedial activity at its refinery sites when it permanently ceases operations of
the long-lived assets. The Company therefore considers the settlement date of these obligations to be indeterminable.
Accordingly, the Company cannot calculate an associated asset retirement liability for these obligations at this
time. The Company will measure and recognize the fair value of these asset retirement obligations when the
settlement date is determinable.
Environmental Matters
Liabilities for future remediation costs are recorded when environmental assessments and/or remedial efforts are
probable and the costs can be reasonably estimated. Other than for assessments, the timing and magnitude of these
accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan
of action. Environmental liabilities are based on best estimates of probable future costs using currently available
technology and applying current regulations, as well as the Company’s own internal environmental policies. The
measurement of environmental remediation liabilities may be discounted to reflect the time value of money if the
aggregate amount and timing of cash payments of the liabilities are fixed or reliably determinable. The actual
settlement of the Company’s liability for environmental matters could materially differ from its estimates due to
a number of uncertainties such as the extent of contamination, changes in environmental laws and regulations,
potential improvements in remediation technologies and the participation of other responsible parties.
Stock-Based Compensation
Stock-based compensation includes the accounting effect of options to purchase PBF Energy Class A common
stock granted by the Company to certain employees, Series A warrants issued or granted by PBF LLC to employees
in connection with their acquisition of PBF LLC Series A units, options to acquire Series A units of PBF LLC
granted by PBF LLC to certain employees, Series B units of PBF LLC that were granted to certain members of
management and restricted PBF LLC Series A Units and restricted PBF Energy Class A common stock granted to
certain directors and officers. The estimated fair value of the options to purchase PBF Energy Class A common
stock and the PBF LLC Series A warrants and options is based on the Black-Scholes option pricing model and the
fair value of the PBF LLC Series B units is estimated based on a Monte Carlo simulation model. The estimated
fair value is amortized as stock-based compensation expense on a straight-line method over the vesting period and
included in general and administration expense.
Additionally, stock-based compensation also includes unit-based compensation provided to certain officers, non-
employee directors and seconded employees of PBFX's general partner, PBF GP, or its affiliates, consisting of
PBFX phantom units. The fair value of PBFX's phantom units are measured based on the fair market value of the
underlying common units on the date of grant based on the common unit closing price on the grant date. The
estimated fair value of PBFX's phantom units is amortized over the vesting period using the straight-line method.
Awards vest over a four year service period. The phantom unit awards may be settled in common units, cash or a
combination of both. Expenses related to unit-based compensation are also included in general and administrative
expenses.
F- 19
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
Income Taxes
As a result of the PBF Energy’s acquisition of PBF LLC Series A Units or exchanges of PBF LLC Series A Units
for PBF Energy Class A common stock, PBF Energy expects to benefit from amortization and other tax deductions
reflecting the step up in tax basis in the acquired assets. Those deductions will be allocated to PBF Energy and
will be taken into account in reporting PBF Energy’s taxable income. As a result of a federal income tax election
made by PBF LLC, applicable to a portion of PBF Energy’s acquisition of PBF LLC Series A Units, the income
tax basis of the assets of PBF LLC, underlying a portion of the units PBF Energy acquired, has been adjusted based
upon the amount that PBF Energy paid for that portion of its PBF LLC Series A Units. PBF Energy entered into
the Tax Receivable Agreement which provides for the payment by PBF Energy equal to 85% of the amount of the
benefits, if any, that PBF Energy is deemed to realize as a result of (i) increases in tax basis and (ii) certain other
tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments
under the Tax Receivable Agreement. As a result of these transactions, PBF Energy’s tax basis in its share of PBF
LLC’s assets will be higher than the book basis of these same assets. This resulted in a deferred tax asset of $698,477
as of December 31, 2015, of which the majority is expected to be realized over 10 years as the tax basis of these
assets is amortized.
Deferred taxes are provided using a liability method, whereby deferred tax assets are recognized for deductible
temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary
differences represent the differences between the reported amounts of assets and liabilities and their tax bases.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely
than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities
are adjusted for the effect of changes in tax laws and rates on the date of enactment. PBF Energy recognizes tax
benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its
technical merits. Interest and penalties on uncertain tax positions are included as a component of the provision for
income taxes on the consolidated statements of operations.
The Federal and state tax returns for all years since 2012 are subject to examination by the respective tax authorities.
Net Income Per Share
For the period subsequent to the IPO basic net income per share is calculated by dividing the net income available
to PBF Energy Class A common stockholders by the weighted average number of shares of PBF Energy Class A
common stock outstanding during the period. Diluted net income per share is calculated by dividing the net income
available to PBF Energy Class A common stockholders, adjusted for the net income attributable to the noncontrolling
interest and the assumed income tax expense thereon, by the weighted average number of PBF Energy Class A
common shares outstanding during the period adjusted to include the assumed exchange of all PBF LLC Series A
units outstanding for PBF Energy Class A common stock, if applicable under the if converted method, and the
potentially dilutive effect of outstanding options to purchase shares of PBF Energy Class A common stock, and
options and warrants to purchase PBF LLC Series A Units, subject to forfeiture utilizing the treasury stock method.
Pension and Other Post-Retirement Benefits
The Company recognizes an asset for the overfunded status or a liability for the underfunded status of its pension
and post-retirement benefit plans. The funded status is recorded within other long-term liabilities or 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.
F- 20
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
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 lease obligation 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. The accounting treatment
for commodity 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 balance sheet 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 currently 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.
F- 21
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
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 exception. All of these judgments, depending upon their timing and effect, can have a significant
impact on the Company’s earnings.
Recently Issued Accounting Pronouncements
In February 2015, the FASB issued ASU No. 2015-02, "Consolidations (Topic 810): Amendments to the
Consolidation Analysis" ("ASU 2015-02"), which amends current consolidation guidance including changes to
both the variable and voting interest models used by companies to evaluate whether an entity should be consolidated.
The requirements from ASU 2015-02 are effective for interim and annual periods beginning after December 15,
2015, and early adoption is permitted. The Company is currently evaluating the impact of this new standard on its
consolidated financial statements and related disclosures.
In April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying
the Presentation of Debt Issuance Costs" ("ASU 2015-03"), which requires debt issuance costs related to a
recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability rather
than as an asset. The standard is effective for interim and annual periods beginning after December 15, 2015 and
early adoption is permitted. The Company early adopted the new standard in its consolidated financial statements
and related disclosures, which resulted in a reclassification of $41,282 and $32,280 of deferred financing costs
from other assets to long-term debt as of December 31, 2015 and December 31, 2014, respectively.
In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606):
Deferral of the Effective Date” (“ASU 2015-14”), which defers the effective date of ASU 2014-09, “Revenue from
Contracts with Customers” (“ASU 2014-09”) for all entities by one year. The guidance in ASU 2014-09 will replace
most existing revenue recognition guidance in GAAP when it becomes effective. Under ASU 2015-14, this guidance
becomes effective for interim and annual periods beginning after December 15, 2017 and permits the use of either
the retrospective or cumulative effect transition method. Under ASU 2015-14, early adoption is permitted only as
of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that
reporting period. The Company continues to evaluate the impact of this new standard on its consolidated financial
statements and related disclosures.
In September 2015, the FASB issued ASU No. 2015-16, "Business Combinations (Topic 805): Simplifying the
Accounting for Measurement-Period Adjustments" ("ASU 2015-16"), which requires (i) that an acquirer recognize
adjustments to provisional amounts that are identified during the measurement period in the reporting period in
which the adjustment amounts are determined, (ii) that the acquirer record, in the same period’s financial statements,
the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the
change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date, (iii)
that an entity present separately on the face of the income statement or disclose in the notes the portion of the
amount recorded in current-period earnings by line item that would have been recorded in previous reporting
periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. Under ASU
2015-16, this guidance becomes effective for annual periods beginning after December 15, 2016 and interim periods
within annual periods beginning after December 15, 2017 with prospective application with early adoption
permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial
statements and related disclosures and expects to early adopt this guidance for periods beginning after December
31, 2015.
In November 2015, the FASB issued ASU 2015-17 (Topic 740), "Balance Sheet Classification of Deferred
Taxes" ("ASU 2015-17") which is intended to simplify the presentation of deferred taxes in a classified balance
sheet. This guidance states that deferred tax assets and deferred tax liabilities should be presented as noncurrent
in a classified statement of financial position. Under ASU 2015-17, this guidance becomes effective for annual
periods beginning after December 15, 2016 and interim periods within those annual periods with early adoption
permitted as of the beginning of an annual or interim period after issuance of the ASU. The Company is currently
F- 22
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
evaluating the impact of this new standard on its consolidated financial statements and related disclosures and
expects to early adopt this guidance for periods beginning after December 31, 2015.
In January 2016, the FASB issued ASU No. 2016-01, "Financial Instruments - Overall (Subtopic 825-10):
Recognition and Measurement of Financial Assets and Financial Liabilities" ("ASU 2016-01"), which amends
how entities measure equity investments that do not result in consolidation and are not accounted for under the
equity method and how they present changes in the fair value of financial liabilities measured under the fair value
option that are attributable to their own credit. ASU 2016-01 also changes certain disclosure requirements and
other aspects of current US GAAP but does not change the guidance for classifying and measuring investments
in debt securities and loans. Under ASU 2016-01, this guidance becomes effective for fiscal years beginning after
December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted in certain
circumstances. The Company is currently evaluating the impact of this new standard on its consolidated financial
statements and related disclosures.
In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"), to increase the
transparency and comparability about leases among entities. The new guidance requires lessees to recognize a
lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures
about leasing arrangements. ASU 2016-02 is effective for interim and annual periods beginning after December
15, 2018, and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company
is currently evaluating the impact of this new standard on its consolidated financial statements and related
disclosures.
3. PBF LOGISTICS LP
PBFX is a fee-based, growth-oriented, Delaware master limited partnership formed by PBF Energy to own or
lease, operate, develop and acquire crude oil and refined petroleum products terminals, pipelines, storage facilities
and similar logistics assets. PBFX engages in the receiving, handling, storing and transferring of crude oil, refined
products and intermediates from sources located throughout the United States and Canada for PBF Energy in
support of its refineries. All of PBFX’s revenue is derived from long-term, fee-based commercial agreements with
PBF Holding, which include minimum volume commitments, for receiving, handling, storing and transferring
crude oil and refined products. PBF Energy also has agreements with PBFX that establish fees for certain general
and administrative services and operational and maintenance services provided by PBF Holding to PBFX. These
transactions are eliminated by PBF Energy in consolidation.
PBFX, a variable interest entity, is consolidated by PBF Energy through its ownership of PBF LLC. PBF LLC,
through its ownership of PBF GP, has the sole ability to direct the activities of PBFX that most significantly impact
its economic performance. PBF LLC is considered to be the primary beneficiary of PBFX for accounting purposes.
Initial Public Offering
On May 14, 2014, PBFX completed its initial public offering (the “PBFX Offering”) of 15,812,500 common units
(including 2,062,500 common units issued pursuant to the exercise of the underwriters' over-allotment option).
Upon completion of the PBFX Offering, PBF LLC held a 50.2% limited partner interest in PBFX (consisting of
74,053 common units and 15,886,553 subordinated units) and all of PBFX’s incentive distribution rights ("IDRs"),
with the remaining 49.8% limited partner interest held by public common unit holders.
PBFX received proceeds (after deducting underwriting discounts and structuring fees but before offering expenses)
from the PBFX Offering of approximately $340,957. PBFX used the net proceeds from the PBFX Offering (i) to
distribute $35,000 to PBF LLC to reimburse it for certain capital expenditures incurred prior to the closing of the
PBFX Offering with respect to assets contributed to PBFX and to reimburse it for offering expenses it incurred on
behalf of PBFX; (ii) to pay debt issuance costs of $2,293 related to PBFX’s Revolving Credit Facility and Term
Loan (refer to Note 10, "Credit Facility and Long Term Debt" of our Notes to Consolidated Financial Statements);
F- 23
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
(iii) to purchase $298,664 in U.S. Treasury securities which will be used to fund anticipated capital expenditures;
and (iv) to retain approximately $5,000 for general partnership purposes.
PBFX’s initial assets consisted of a light crude oil rail unloading terminal at the Delaware City refinery that also
services the Paulsboro refinery (which is referred to as the “Delaware City Rail Terminal”), and a crude oil truck
unloading terminal at the Toledo refinery (which is referred to as the “Toledo Truck Terminal”) that are integral
components of the crude oil delivery operations at three of PBF Energy’s refineries.
September 2014 Drop-down Transaction
Effective September 30, 2014, PBF Holding distributed to PBF LLC all of the equity interests of Delaware City
Terminaling Company II LLC ("DCT II"), which assets consist solely of the Delaware City heavy crude unloading
rack (the "DCR West Rack"). PBF LLC then contributed to PBFX all of the equity interests of DCT II for total
consideration of $150,000 (the "DCR West Rack Acquisition").
December 2014 Drop-down Transaction
Effective December 11, 2014, PBF LLC contributed to PBFX all of the issued and outstanding limited liability
company interests of Toledo Terminaling Company LLC ("Toledo Terminaling"), whose assets consist of a tank
farm and related facilities located at PBF Energy's Toledo refinery, including a propane storage and loading facility
(the "Toledo Storage Facility"), for total consideration of $150,000 (the "Toledo Storage Facility Acquisition").
May 2015 Drop-down Transaction
On May 14, 2015 PBF LLC contributed to PBFX all of the issued and outstanding limited liability company
interests of Delaware Pipeline Company LLC ("DPC") and Delaware City Logistics Company LLC ("DCLC"),
whose assets consist of a products pipeline, truck rack and related facilities located at our Delaware City refinery
(collectively the "Delaware City Products Pipeline and Truck Rack"), for total consideration of $143,000.
Subsequent to the transactions described above, as of December 31, 2015, PBF LLC holds a 53.7% limited partner
interest in PBFX (consisting of 2,572,944 common units and 15,886,553 subordinated units), with the remaining
46.3% limited partner interest held by the public unit holders. PBF LLC also owns all of the IDRs and indirectly
owns a non-economic general partner interest in PBFX through its wholly-owned subsidiary, PBF GP, the general
partner of PBFX. During the subordination period (as set forth in the partnership agreement of PBFX) holders of
the subordinated units are not entitled to receive any distribution of available cash until the common units have
received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly
distribution from prior quarters. If PBFX does not pay distributions on the subordinated units, the subordinated
units will not accrue arrearages for those unpaid distributions. Each subordinated unit will convert into one common
unit at the end of the subordination period. The IDRs entitle PBF LLC to receive increasing percentages, up to a
maximum of 50.0%, of the cash PBFX distributes from operating surplus in excess of $0.345 per unit per quarter.
4. ACQUISITIONS
Chalmette Acquisition
On November 1, 2015, the Company acquired from ExxonMobil, Mobil Pipe Line Company and PDV Chalmette,
L.L.C., 100% of the ownership interests of Chalmette Refining, which owns the Chalmette refinery and related
logistics assets (collectively, the "Chalmette Acquisition"). The Chalmette refinery, located outside of New Orleans,
Louisiana, is a dual-train coking refinery and is capable of processing both light and heavy crude oil. Subsequent
to the closing of the Chalmette Acquisition, Chalmette Refining is a wholly-owned subsidiary of PBF Holding.
Chalmette Refining is strategically positioned on the Gulf Coast with strong logistics connectivity that offers
flexible raw material sourcing and product distribution opportunities, including the potential to export products
and provides geographic diversification into PADD 3.
F- 24
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
Chalmette Refining owns 100% of the MOEM Pipeline, providing access to the Empire Terminal, as well as the
CAM Connection Pipeline, providing access to the Louisiana Offshore Oil Port facility through a third party
pipeline. Chalmette Refining also owns 80% of each of the Collins Pipeline Company and T&M Terminal Company,
both located in Collins, Mississippi, which provide a clean products outlet for the refinery to the Plantation and
Colonial Pipelines. Also included in the acquisition are a marine terminal capable of importing waterborne
feedstocks and loading or unloading finished products; a clean products truck rack which provides access to local
markets; and a crude and product storage facility.
The aggregate purchase price for the Chalmette Acquisition was $322,000 in cash, plus estimated inventory and
working capital of $243,304, which is subject to final valuation upon agreement of both parties. The transaction
was financed through a combination of cash on hand and borrowings under the Company’s existing revolving
credit line.
The Company accounted for the Chalmette Acquisition as a business combination under US GAAP whereby we
recognize assets acquired and liabilities assumed in an acquisition at their estimated fair values as of the date of
acquisition. Any excess consideration transferred over the estimated fair values of the identifiable net assets acquired
is recorded as goodwill. The final purchase price and its allocation are dependent on final reconciliations of working
capital and other items subject to agreement by both parties.
The following table summarizes the preliminary amounts recognized for assets acquired and liabilities assumed
as of the acquisition date. The total purchase consideration and the estimated fair values of the assets and liabilities
at the acquisition date were as follows:
Net cash
Preliminary estimate of payable to Seller for working capital adjustments
Cash acquired
Total estimated consideration
Accounts receivable
Inventories
Prepaid expenses and other current assets
Property, plant and equipment
Deferred charges and other assets
Accounts payable
Accrued expenses
Deferred tax liability
Noncontrolling interests
Estimated fair value of net assets acquired
Purchase Price
565,083
19,263
(19,042)
565,304
Fair Value Allocation
1,126
268,751
913
356,961
8,312
(4,870)
(28,347)
(20,577)
(16,965)
565,304
$
$
$
$
F- 25
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
In addition, in connection with the acquisition of Chalmette Refining, the Company acquired Collins Pipeline
Company and T&M Terminal Company, which are both C-corporations for tax purposes. As a result, the Company
recognized a deferred tax liability of $20,577 attributable to the book and tax basis difference in the C-corporation
assets. The Company’s consolidated financial statements for year ended December 31, 2015 include the results of
operations of the Chalmette refinery since November 1, 2015 during which period the Chalmette refinery
contributed revenues of $643,267 and net income of $53,539. On an unaudited pro forma basis, the revenues and
net income of the Company assuming the acquisition had occurred on January 1, 2014, are shown below. The
unaudited pro forma information does not purport to present what the Company’s actual results would have been
had the acquisition occurred on January 1, 2014, nor is the financial information indicative of the results of future
operations. The unaudited pro forma financial information includes the depreciation and amortization expense
related to the acquisition and interest expense associated with the Chalmette acquisition financing.
(Unaudited)
Pro forma revenues
Pro forma net income attributable to PBF Energy Inc.
Pro forma net income available to Class A common stock per share:
Basic
Diluted
Years ended December 31,
2014
2015
16,811,922
263,606
2.72
2.70
$
$
$
26,685,661
8,803
0.09
0.09
$
$
$
The unaudited amount of revenues and net income above have been calculated after conforming Chalmette
Refining's accounting policies to those of the Company and certain one-time adjustments.
Acquisition Expenses
The Company incurred acquisition related costs consisting primarily of consulting and legal expenses related to
the Chalmette Acquisition and other pending and non-consummated acquisitions of $5,833 in the year ended
December 31, 2015. Acquisition related expenses were not material for the years ended December 31, 2014 and
2013. These costs are included in the consolidated income statement in General and administrative expenses.
5. INVENTORIES
Inventories consisted of the following:
Crude oil and feedstocks
Refined products and blendstocks
Warehouse stock and other
Lower of cost or market adjustment
Total inventories
December 31, 2015
Titled
Inventory
Inventory
Supply and
Offtake
Arrangements
Total
$
1,137,605
$
— $
1,137,605
687,389
55,257
$
$
1,880,251
(966,564)
913,687
$
$
411,357
1,098,746
—
55,257
411,357
(150,772)
260,585
$
$
2,291,608
(1,117,336)
1,174,272
F- 26
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
December 31, 2014
Crude oil and feedstocks
Refined products and blendstocks
Warehouse stock and other
Lower of cost or market adjustment
Total inventories
$
$
$
520,308
36,726
1,475,790
(609,774)
866,016
$
$
Titled
Inventory
Inventory
Supply and
Offtake
Arrangements
918,756
$
61,122
$
Total
979,878
775,767
36,726
255,459
—
316,581
(80,336)
236,245
$
$
1,792,371
(690,110)
1,102,261
Inventory under inventory supply and intermediation arrangements included certain crude oil stored at the
Company’s Delaware City refinery's storage facilities that the Company was obligated to purchase as it was
consumed in connection with its Crude Supply Agreement that expired on December 31, 2015; and light finished
products sold to counterparties in connection with the A&R Intermediation Agreements and stored in the Paulsboro
and Delaware City refineries' storage facilities.
Due to the lower crude oil and refined product pricing environment at the end of 2014 and into 2015, the Company
recorded adjustments to value its inventories to the lower of cost or market. During the year ended December 31,
2015, the Company recorded an adjustment to value its inventories to the lower of cost or market which decreased
operating income and net income by $427,226 and $258,045, respectively, reflecting the net change in the lower
of cost or market inventory reserve from $690,110 at December 31, 2014 to $1,117,336 at December 31, 2015. In
the year ended December 31, 2014, the Company first recorded an adjustment to value its inventories to the lower
of cost or market which decreased operating income and net income by $690,110 and $412,686, respectively.
F- 27
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
6. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment consisted of the following:
Land
Process units, pipelines and equipment
Buildings and leasehold improvements
Computers, furniture and fixtures
Construction in progress
Less—Accumulated depreciation
December 31,
2015
December 31,
2014
$
$
93,673
2,368,224
34,265
72,672
150,393
2,719,227
(362,589)
2,356,638
$
$
61,780
1,977,333
28,398
68,431
69,867
2,205,809
(268,970)
1,936,839
Depreciation expense for the years ended December 31, 2015, 2014 and 2013 was $94,781, $114,919 and $79,413,
respectively. The Company capitalized $3,529 and $7,517 in interest during 2015 and 2014, respectively, in
connection with construction in progress.
For the year ended December 31, 2014, the Company determined that it would abandon a capital project at the
Delaware City refinery. The project was related to the construction of a new hydrocracker (the “Hydrocracker
Project”). The carrying value for the Hydrocracker Project was $28,508. The total pre-tax impairment charge of
$28,508 was recorded in depreciation and amortization expense in the Refining segment for the year ended
December 31, 2014. No additional cash expenditures were incurred related to the Hydrocracker Project subsequent
to the impairment charge.
7. DEFERRED CHARGES AND OTHER ASSETS, NET
Deferred charges and other assets, net consisted of the following:
Deferred turnaround costs, net
Catalyst, net
Linefill
Restricted cash
Intangible assets, net
Other
December 31,
2015
December 31,
2014
$
177,236
$
204,987
77,725
13,504
1,500
219
20,529
77,322
10,230
1,521
357
5,972
$
290,713
$
300,389
The Company recorded amortization expense related to deferred turnaround costs, catalyst and intangible assets
of $102,636, $65,452 and $32,066 for the years ended December 31, 2015, 2014 and 2013 respectively. The
restricted cash consists primarily of cash held as collateral securing the PBF Rail credit facility.
F- 28
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
Intangible assets, net was comprised of permits and emission credits as follows:
Gross amount
Accumulated amortization
Net amount
8. ACCRUED EXPENSES
Accrued expenses consisted of the following:
Inventory-related accruals
Inventory supply and offtake arrangements
Accrued transportation costs
Accrued salaries and benefits
Excise and sales tax payable
Accrued utilities
Accrued interest
Customer deposits
Renewable energy credit obligations
Accrued construction in progress
Other
$
$
$
December 31,
2015
December 31,
2014
3,597
(3,378)
219
$
$
3,599
(3,242)
357
December 31,
2015
December 31,
2014
548,800
$
252,380
91,546
61,011
34,129
25,192
24,806
20,395
19,472
7,400
34,058
588,297
253,549
59,959
56,117
40,444
22,337
23,014
24,659
286
31,452
30,678
$
1,119,189
$
1,130,792
The Company has the obligation to repurchase certain intermediates and finished products that are held in the
Company’s refinery storage tanks at the Delaware City and Paulsboro refineries in accordance with the A&R
Intermediation Agreements with J. Aron. As of December 31, 2015, a liability is recognized for the Inventory
supply and intermediation arrangements and is recorded at market price for the J. Aron owned inventory held in
the Company's storage tanks under the Inventory Intermediation Agreements, with any change in the market price
being recorded in cost of sales.
The Company had the obligation to purchase and sell feedstocks under a supply agreement with Statoil for its
Delaware City refinery. This Crude Supply Agreement expired on December 31, 2015. Prior to its expiration,
Statoil purchased the refinery's production of certain feedstocks or purchased feedstocks from third parties on the
refineries' behalf. Legal title to the feedstocks was held by Statoil and the feedstocks were held in the refinery's
storage tanks until they were needed for further use in the refining process. At that time, the products were drawn
out of the storage tanks and purchased by the refinery. These purchases and sales were settled monthly at the daily
market prices related to those products. These transactions were considered to be made in contemplation of each
other and, accordingly, did not result in the recognition of a sale when title passed from the refinery to
Statoil. Inventory remained at cost and the net cash receipts resulted in a liability.
The Company is subject to obligations to purchase Renewable Identification Numbers ("RINs") required to comply
with the Renewable Fuels Standard. The Company's overall RINs obligation is based on a percentage of domestic
shipments of on-road fuels as established by the Environmental Protection Agency ("EPA"). To the degree the
Company is unable to blend the required amount of biofuels to satisfy our 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
F- 29
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and
in Prepaid expenses and other current assets when the amount of RINs earned and purchased is greater than the
RINs liability.
9. DELAWARE ECONOMIC DEVELOPMENT AUTHORITY LOAN
In June 2010, in connection with the Delaware City acquisition, the Delaware Economic Development Authority
(the “Authority”) granted the Company a $20,000 loan to assist with operating costs and the cost of restarting the
refinery. The loan is represented by a zero interest rate note and the entire unpaid principal amount is payable in
full on March 1, 2017, unless the loan is converted to a grant. The Company recorded the loan as a long-term
liability pending approval from the Authority that it has met the requirements to convert the remaining loan balance
to a grant.
The loan converts to a grant in tranches of up to $4,000 annually over a five-year period, starting at the one-year
anniversary of the “certified restart date” as defined in the agreement and certified by the Authority. In order for
the loan to be converted to a grant, the Company is required to utilize at least 600 man hours of labor in connection
with the reconstruction and restarting of the Delaware City refinery, expend at least $125,000 in qualified capital
expenditures, commence refinery operations, and maintain certain employment levels, all as defined in the
agreement. In February 2013, October 2013, August 2014 and December 2015, the Company received confirmation
from the Authority that the Company had satisfied the conditions necessary for the first four $4,000 tranches of
the loan to be converted to a grant. As a result of the grant conversion, property, plant and equipment, net was
reduced by $4,000 in each of the years ended December 31, 2015 and December 31, 2014, respectively, as the
proceeds from the loan were used for capital projects.
10. CREDIT FACILITY AND LONG-TERM DEBT
PBF Holding Revolving Loan
On August 15, 2014, PBF Holding amended and restated the terms of its asset based revolving credit agreement
("Revolving Loan") to, among other things, increase the commitment from $1,610,000 to $2,500,000, and extend
the maturity to August 2019. In addition, the amended and restated agreement reduced the interest rate on advances
and the commitment fee paid on the unused portion of the facility. The amended and restated agreement also
increased the sublimit for letters of credit from $1,000,000 to $1,500,000 and reduced the combined LC Participation
Fee and Fronting Fee paid on each issued and outstanding letter of credit. The LC Participation Fee ranges from
1.25% to 2.0% depending on the Company's debt rating and the Fronting Fee is equal to 0.25%.
An accordion feature allows for increases in the aggregate commitment of up to $2,750,000. In November and
December 2015, PBF Holding increased the maximum availability under the Revolving Loan to $2,600,000 and
$2,635,000, respectively. At the option of PBF Holding, advances under the Revolving Loan bear interest either
at the Alternate Base Rate plus the Applicable Margin, or the Adjusted LIBOR Rate plus the Applicable Margin,
all as defined in the agreement. The Applicable Margin ranges from 1.50% to 2.25% for Adjusted LIBOR Rate
Loans and from 0.50% to 1.25% for Alternative Base Rate Loans, depending on the Company's debt rating. Interest
is paid in arrears, either quarterly in the case of Alternate Base Rate Loans or at the maturity of each Adjusted
LIBOR Rate Loan.
Advances under the Revolving Loan, plus all issued and outstanding letters of credit may not exceed the lesser of
$2,635,000 or the Borrowing Base, as defined in the agreement. The Revolving Loan can be prepaid, without
penalty, at any time.
F- 30
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
The Revolving Loan has a financial covenant which requires that if at any time Excess Availability, as defined in
the 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) $100,000,
and until such time as Excess Availability is greater than the Financial Covenant Testing Amount and $100,000
for a period of 12 or more consecutive days, PBF Holding will not permit the Consolidated Fixed Charge Coverage
Ratio, as defined in the agreement and determined as of the last day of the most recently completed quarter, to be
less than 1.1 to 1.0.
PBF Holding’s obligations under the Revolving Loan (a) are guaranteed by each of its domestic operating
subsidiaries that are not Excluded Subsidiaries (as defined in the agreement) and (b) are secured by a lien on (x)
PBF LLC’s equity interest in PBF Holding and (y) 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 collateral), all accounts receivable, all hydrocarbon inventory
(other than the intermediate and finished products owned by J. Aron pursuant to the Inventory Intermediation
Agreements) 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.
There were no outstanding borrowings under the Revolving Loan as of December 31, 2015 and December 31,
2014, and standby letters of credit were $351,511 and $400,262, respectively.
PBFX Credit Facilities
On May 14, 2014, in connection with the closing of the PBFX Offering, PBFX entered into a five-year, $275,000
senior secured revolving credit facility (the “PBFX Revolving Credit Facility”) and a three-year, $300,000 term
loan facility (the “PBFX Term Loan”), each with Wells Fargo Bank, National Association, as administrative agent,
and a syndicate of lenders. The PBFX Revolving Credit Facility was increased from $275,000 to $325,000 in
December 2014.
The PBFX Revolving Credit Facility is available to fund working capital, acquisitions, distributions and capital
expenditures and for other general partnership purposes. PBFX can increase the maximum amount of the PBFX
Revolving Credit Facility by an aggregate amount of up to $275,000, to a total facility size of $600,000, subject
to receiving increased commitments from lenders or other financial institutions and satisfaction of certain
conditions. The PBFX Revolving Credit Facility includes a $25,000 sublimit for standby letters of credit and a
$25,000 sublimit for swingline loans. Obligations under the PBFX Revolving Credit Facility and certain cash
management and hedging obligations designated by PBFX are guaranteed by its restricted subsidiaries, and are
secured by a first priority lien on PBFX’s assets (including PBFX’s equity interests in Delaware City Terminaling
Company LLC) and those of PBFX’s restricted subsidiaries (other than excluded assets and a guaranty of collection
from PBF LLC). The maturity date of the PBFX Revolving Credit Facility may be extended for one year on up to
two occasions, subject to certain customary terms and conditions. Borrowings under the PBFX Revolving Credit
Facility bear interest at either a base rate plus an applicable margin ranging from 0.75% to 1.75%, or at LIBOR
plus an applicable margin ranging from 1.75% to 2.75%. The applicable margin will vary based upon PBFX’s
Consolidated Total Leverage Ratio, as defined in the PBFX Revolving Credit Facility.
The PBFX Term Loan was used to fund a distribution to PBF LLC and is guaranteed by a guaranty of collection
from PBF LLC and secured at all times by cash, U.S. Treasury or other investment grade securities in an amount
equal to or greater than the outstanding principal amount (refer to Note 11 "Marketable Securities" of our Notes
to Condensed Consolidated Financial Statements). Borrowings under the PBFX Term Loan bear interest either at
the Base Rate (as defined in the PBFX Term Loan), or at LIBOR plus an applicable margin equal to 0.25%.
The PBFX Revolving Credit Facility contains affirmative and negative covenants customary for revolving credit
facilities of this nature which, among other things, limit or restrict PBFX’s ability and the ability of its restricted
subsidiaries to incur or guarantee debt, incur liens, make investments, make restricted payments, amend material
contracts, engage in business activities, engage in mergers, consolidations and other organizational changes, sell,
F- 31
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
transfer or otherwise dispose of assets or enter into burdensome agreements or enter into transactions with affiliates
on terms which are not arm’s length. The PBFX Term Loan contains affirmative and negative covenants customary
for term loans of this nature which, among other things, limit PBFX’s use of the proceeds and restrict PBFX’s
ability to incur liens and enter into burdensome agreements.
Additionally, under the terms of the PBFX Revolving Credit Facility, PBFX is required to maintain the following
financial ratios, each tested on a quarterly basis for the immediately preceding four quarter period then ended (or
such shorter period as shall apply, the “Measurement Period”): (a) until such time as PBFX obtains an investment
grade credit rating, Consolidated Interest Coverage Ratio (as defined in the PBFX Revolving Credit Facility) of
at least 2.50 to 1.00; (b) the Consolidated Total Leverage Ratio of not greater than 4.00 to 1.00 (or 4.50 to 1.00 at
any time after (i) PBFX has issued at least $100,000 of unsecured notes, and (ii) in addition to clause (i), upon the
consummation of a Material Permitted Acquisition (as defined in the PBFX Revolving Credit Facility) and for
two-hundred seventy days immediately thereafter (an “Increase Period”), if elected by PBFX by written notice to
the administrative agent given on or prior to the date of such acquisition, the maximum permitted Consolidated
Total Coverage Ratio shall be increased by 0.50 to 1.00 above the otherwise relevant level (the “Step-Up”), provided
that Increase Periods may not be successive unless the ratio has been complied with for at least one Measurement
Period ending after such Increase Period (i.e., without giving effect to the Step-Up)) and (c) after PBFX has issued
at least $100,000 of unsecured notes, the Consolidated Senior Secured Leverage Ratio (as defined in the credit
agreement) of not greater than 3.50 to 1.00. The PBFX Revolving Credit Facility generally prohibits PBFX from
making cash distributions (subject to certain exceptions) except for so long as no default or event of default exists
or would be caused thereby, and only to the extent permitted by PBFX's partnership agreement, PBFX may make
cash distributions to its unit holders up to the amount of PBFX’s Available Cash (as defined in the partnership
agreement).
The PBFX Revolving Credit Facility and the PBFX Term Loan contain events of default customary for transactions
of their nature, including, but not limited to (and subject to any applicable grace periods in certain circumstances),
the failure to pay any principal, interest or fees when due, failure to perform or observe any covenant contained
in the PBFX Revolving Credit Facility or related documentation, any representation or warranty made in the
agreements or related documentation being untrue in any material respect when made, default under certain material
debt agreements, commencement of bankruptcy or other insolvency proceedings, certain changes in PBFX’s
ownership or the ownership or board composition of PBF GP and material judgments or orders. Upon the occurrence
and during the continuation of an event of default under the agreements, the lenders may, among other things,
terminate their commitments, declare any outstanding loans to be immediately due and payable and/or exercise
remedies against PBFX and the collateral as may be available to the lenders under the agreements and related
documentation or applicable law.
The PBFX Revolving Credit Facility and the PBFX Term Loan may be repaid, from time-to-time, without penalty.
As of December 31, 2015, there were $24,500 of borrowings and $2,000 of letters of credit outstanding under the
PBFX Revolving Credit Facility, $234,200 outstanding under the PBFX Term Loan and $350,000 outstanding
under the PBFX Senior Notes. At December 31, 2014, there were borrowings of $275,100 outstanding under the
PBFX Revolving Credit Facility and $234,900 outstanding under the PBFX Term Loan.
PBFX Senior Notes
On May 12, 2015, PBFX entered into an indenture among the Partnership, PBF Logistics Finance Corporation, a
Delaware corporation and wholly-owned subsidiary of the Partnership (“PBF Finance,” and together with the
Partnership, the “Issuers”), the Guarantors named therein and Deutsche Bank Trust Company Americas, as Trustee,
under which the Issuers issued $350,000 in aggregate principal amount of 6.875% Senior Notes due 2023 (the
"PBFX Senior Notes"). The initial purchasers in the offering purchased $330,090 aggregate principal amount of
the PBFX Senior Notes pursuant to a private placement transaction conducted under Rule 144A and Regulation
S of the Securities Act of 1933, as amended, and certain of PBF Energy’s officers and directors and their affiliates
and family members purchased the remaining $19,910 aggregate principal amount of the PBFX Senior Notes in
a separate private placement transaction. The Issuers received net proceeds of approximately $343,000 from the
offering after deducting the initial purchasers’ discount and offering expenses, and used such proceeds to
F- 32
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
pay $88,000 of the cash consideration due in connection with the Delaware City Products Pipeline and Truck Rack
Acquisition and to repay $255,000 of outstanding indebtedness under the PBFX Revolving Credit Facility.
PBF LLC agreed to a limited guarantee of collection of the principal amount of the PBFX Senior Notes, but is not
otherwise subject to the covenants of the indenture. The PBFX Senior Notes are general senior unsecured obligations
of the Issuers and are equal in right of payment with all of the Issuers’ existing and future senior indebtedness,
including amounts outstanding under the PBFX Revolving Credit Facility and the PBFX Term Loan. The PBFX
Senior Notes will be senior to any future subordinated indebtedness the Issuers may incur. The PBFX Senior Notes
are effectively subordinated to all of the Issuers’ and the Guarantors’ existing and future secured debt, including
the PBFX Revolving Credit Facility and PBFX Term Loan, to the extent of the value of the assets securing that
secured debt and will be structurally subordinated to all indebtedness of PBFX’s subsidiaries that do not guarantee
the PBFX Senior Notes.
The PBFX indenture contains customary terms, events of default and covenants for transactions of this nature.
These covenants include limitations on PBFX’s and its restricted subsidiaries’ ability to, among other things: (i)
make investments, (ii) incur additional indebtedness or issue preferred units, (iii) pay dividends or make
distributions on units or redeem or repurchase its subordinated debt, (iv) create liens, (v) incur dividend or other
payment restrictions affecting subsidiaries, (vi) sell assets, (vii) merge or consolidate with other entities and (viii)
enter into transactions with affiliates. These covenants are subject to a number of important limitations and
exceptions.
PBFX has optional redemption rights to repurchase all or a portion of the PBFX Senior Notes at varying prices no
less than 100% of the principal amount of the PBFX Senior Notes, plus accrued and unpaid interest. The holders
of the PBFX Senior Notes have repurchase options exercisable only upon a change in control, certain asset
dispositions, or in event of default as defined in the indenture.
PBF Rail Revolving Credit Facility
Effective March 25, 2014, PBF Rail Logistics Company LLC (“PBF Rail”), an indirect wholly-owned subsidiary
of PBF Holding, entered into a $250,000 secured revolving credit agreement (the “Rail Facility”) with a consortium
of banks, including Credit Agricole Corporate & Investment Bank (“CA-CIB”) as Administrative Agent. The
primary purpose of the Rail Facility is to fund the acquisition by PBF Rail of coiled and insulated crude tank cars
and non-coiled and non-insulated general purpose crude tank cars (the "Eligible Railcars") before December 2015.
The amount available to be advanced under the Rail Facility is equals to 70% of the lesser of the aggregate Appraised
Value of the Eligible Railcars, or the aggregate Purchase Price of such Eligible Railcars, as these terms are defined
in the Rail Facility. On the first anniversary of the closing, the advance rate adjusts automatically to 65%. At any
time prior to maturity PBF Rail may repay and re-borrow any advances without premium or penalty.
At PBF Rail's election, advances bear interest at a rate per annum equal to one month LIBOR plus the Facility
Margin for Eurodollar Loans, or the Corporate Base Rate plus the Facility Margin for Base Rate Loans (the
Corporate Base Rate is equal to the higher of the prime rate as determined by CA-CIB, the Federal Funds Rate
plus 50 basis points, or one month LIBOR plus 100 basis points), all as defined in the Rail Facility. In addition,
there is a commitment fee on the unused portion. Interest and fees are payable monthly.
The lenders received a perfected, first priority security interest in all of PBF Rail's assets, including but not limited
to (i) the Eligible Railcars, (ii) all railcar marks and other intangibles, (iii) the rights of PBF Rail under the
Transportation Services Agreement (“TSA”) entered into between PBF Rail and PBF Holding, (iv) the accounts
of PBF Rail, and (v) proceeds from the sale or other disposition of the Eligible Railcars, including insurance
proceeds. In addition, the lenders received a pledge of the membership interest of PBF Rail held by PBF
Transportation Company LLC, a wholly-owned subsidiary of PBF Holding. The obligations of PBF Holding under
the TSA are guaranteed by each of Delaware City Refining, Paulsboro Refining, and Toledo Refining.
F- 33
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
On April 29, 2015, PBF Rail entered into the First Amendment to the Rail Facility. The amendments to the Rail
Facility include the extension of the maturity to April 29, 2017, the reduction of the total commitment from $250,000
to $150,000, and the reduction of the commitment fee on the unused portion of the Rail Facility. On the first
anniversary of the closing of the amendment, the advance rate adjusts automatically to 65%.
There was $67,491 and $37,270 outstanding under the Rail Facility at December 31, 2015 and December 31, 2014,
respectively.
Senior Secured Notes
On February 9, 2012, PBF Holding completed the offering of $675,500 aggregate principal amount of 8.25%
Senior Secured Notes due 2020 (the "2020 Senior Secured Notes"). The net proceeds, after deducting the original
issue discount, the initial purchasers’ discounts and commissions, and the fees and expenses of the offering, were
used to repay all of the outstanding indebtedness plus accrued interest owed under the Toledo Promissory Note,
the Paulsboro Promissory Note, and the Term Loan, as well as to reduce the outstanding balance of the Revolving
Loan.
On November 24, 2015, PBF Holding and PBF Holding’s wholly-owned subsidiary, PBF Finance Corporation
completed an offering of $500,000 in aggregate principal amount of 7.00% Senior Secured Notes due 2023 (the
“2023 Senior Secured Notes”, and together with the 2020 Senior Secured Notes, the "Senior Secured Notes"). The
net proceeds from this offering were approximately $490,000 after deducting the initial purchasers’ discount and
offering expenses. The Company intends to use the proceeds for general corporate purposes, including to fund a
portion of the purchase price for the pending acquisition of the Torrance refinery and related logistics assets.
The 2023 Senior Secured Notes include a registration payment arrangement whereby the Company has agreed to
file with the SEC and use reasonable efforts to cause to become effective within 365 days of the closing date, a
registration statement relating to an offer to exchange the 2023 Senior Secured Notes for an issue of registered
notes with terms substantially identical to the notes. The Company fully intends to file a registration statement for
the exchange of the 2023 Senior Secured Notes within the 365 day period following the closing of the 2023 Senior
Secured Notes. In addition, there are no restrictions or hindrances that the Company is aware of that would prohibit
it from filing such registration statement and maintaining its effectiveness as stipulated in the registration rights
agreement. As such, the Company asserts that it is not probable that it will have to transfer any consideration as a
result of the registration rights agreement and thus no loss contingency was recorded.
The Senior Secured Notes are secured on a first-priority basis by substantially all of the present and future assets
of PBF Holding and its subsidiaries (other than assets securing the Revolving Loan). Payment of the Senior Secured
Notes is jointly and severally guaranteed by substantially all of PBF Holding’s subsidiaries. PBF Holding has
optional redemption rights to repurchase all or a portion of the Senior Secured Notes at varying prices no less than
100% of the principal amounts of the notes plus accrued and unpaid interest. The holders of the Senior Secured
Notes have repurchase options exercisable only upon a change in control, certain asset sale transactions, or in event
of a default as defined in the indenture agreement. In addition, the Senior Secured Notes contain covenant
restrictions limiting certain types of additional debt, equity issuances, and payments.
At all times after (a) a covenant suspension event (which requires that the Senior Secured Notes have investment
grade ratings from both Moody’s Investment Services, Inc. and Standard & Poor’s), or (b) a Collateral Fall-Away
Event, as defined in the indenture, the Senior Secured Notes will become unsecured.
F- 34
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
Catalyst Leases
Subsidiaries of the Company have entered into agreements at each of its refineries whereby the Company sold
certain of its catalyst precious metals to major commercial banks and then leased them back. The catalyst is required
to be repurchased by the Company at market value at lease termination. The Company treated these transactions
as financing arrangements, and the lease payments are recorded as interest expense over the agreements’ terms.
The Company has elected the fair value option for accounting for its catalyst lease repurchase obligations as the
Company’s liability is directly impacted by the change in value of the underlying catalyst. The fair value of these
repurchase obligations as reflected in the fair value of long-term debt outstanding table below is measured using
Level 2 inputs.
Details on the catalyst leases at each of our refineries as of December 31, 2015 are included in the following table:
Annual lease fee
Annual interest
rate
Paulsboro catalyst lease
Delaware City catalyst lease
Toledo catalyst lease
Chalmette catalyst lease
$
$
$
$
180
322
326
185
1.95%
1.96%
1.99%
3.85%
Expiration date
December 2016 *
October 2016 *
June 2017
November 2018
* The Paulsboro and Delaware catalyst leases are included in long-term debt as of December 31, 2015 as the
Company has the ability and intent to finance these debts through availability under other credit facilities if the
catalyst leases are not renewed at maturity.
Long-term debt outstanding consisted of the following:
2020 Senior Secured Notes
2023 Senior Secured Notes
Revolving Loan
PBFX Revolving Credit Facility
PBFX Term Loan
PBFX Senior Notes
Rail Facility
Catalyst leases
Unamortized deferred financing costs
Less—Current maturities
Long-term debt
December 31,
2015
December 31,
2014
$
$
669,644
500,000
—
24,500
234,200
350,000
67,491
31,802
(41,282)
1,836,355
—
1,836,355
$
$
668,520
—
—
275,100
234,900
—
37,270
36,559
(32,280)
1,220,069
—
1,220,069
F- 35
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
Debt Maturities
Debt maturing in the next five years and thereafter is as follows:
Year Ending
December 31,
2016
2017
2018
2019
2020
Thereafter
$
$
17,252
311,364
4,877
24,500
669,644
850,000
1,877,637
11. MARKETABLE SECURITIES
The U.S. Treasury securities purchased by the Company with the proceeds from the PBFX Offering are used as
collateral to secure the PBFX Term Loan. PBFX anticipates holding the securities for an indefinite amount of time
(the securities will be rolled over as they mature). As necessary and at the discretion of PBFX, these securities are
expected to be liquidated and the proceeds used to fund future capital expenditures. While PBFX does not routinely
sell marketable securities prior to their scheduled maturity dates, some of PBFX's investments may be held and
restricted for the purpose of funding future capital expenditures and acquisitions, so these investments are classified
as available-for-sale marketable securities as they may occasionally be sold prior to their scheduled maturity dates
due to the unexpected timing of cash needs. The carrying values of these marketable securities approximate fair
value and are measured using Level 1 inputs. The maturities of the marketable securities range from one to three
months and are classified on the balance sheet in non-current assets.
As of December 31, 2015 and December 31, 2014 the Company held $234,258 and $234,930, respectively, in
marketable securities. The gross unrecognized holding gains and losses for the years ended December 31, 2015
and December 31, 2014 were not material. The net realized gains or losses from the sale of marketable securities
were not material for the years ended December 31, 2015 and December 31, 2014.
12. OTHER LONG-TERM LIABILITIES
Other long-term liabilities consisted of the following:
Defined benefit pension plan liabilities
Post retiree medical plan
Environmental liabilities and other
Other
December 31,
2015
December 31,
2014
$
$
42,509
17,729
8,189
182
68,609
$
$
40,142
14,740
7,727
—
62,609
13. RELATED PARTY TRANSACTIONS
The Company engaged Fuel Strategies International, Inc., the principal of which is the brother of the Executive
Chairman of the Board of Directors of the Company, to provide consulting services relating to petroleum coke and
commercial operations. For the year ended December 31, 2015 there were no charges under this agreement. For
F- 36
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
the years ended December 31, 2014 and 2013, the Company incurred charges of $588 and $646, respectively,
under this agreement.
The Company has an agreement with the Executive Chairman of the Board of Directors, for the use of an airplane
that is owned by a company owned by the Executive Chairman. The Company pays a charter rate that is the lowest
rate this aircraft is chartered to third-parties. For the years ended December 31, 2015, 2014 and 2013, the Company
incurred charges of $957, $1,214, and $1,274, respectively, related to the use of this airplane.
As of December 31, 2013, each of Blackstone and First Reserve, the Company’s financial sponsors, had received
the full return of its aggregate amount invested in PBF LLC Series A Units. As a result, pursuant to the amended
and restated limited liability company agreement of PBF LLC, the holders of PBF LLC Series B Units are entitled
to an interest in the amounts received by Blackstone and First Reserve in excess of their original investment in the
form of PBF LLC distributions and from the shares of PBF Energy Class A Common Stock issuable to Blackstone
and First Reserve (for their own account and on behalf of the holders of PBF LLC Series B Units) upon an exchange,
and the proceeds from the sale of such shares. Such proceeds received by Blackstone and First Reserve are distributed
to the holders of the PBF LLC Series B Units in accordance with the distribution percentages specified in the PBF
LLC amended and restated limited liability company agreement. The total amount distributed to the PBF LLC
Series B Unit holders for the years ended December 31, 2015, 2014 and 2013 was $19,592, $130,523 and $6,427
respectively. There were no amounts distributed to PBF LLC Series B Unit holders prior to 2013.
14. COMMITMENTS AND CONTINGENCIES
Lease and Other Commitments
The Company leases office space, office equipment, refinery facilities and equipment, and railcars under non-
cancelable operating leases, with terms ranging from one to twenty years, subject to certain renewal options as
applicable. Total rent expense was $126,060, $98,473, and $70,581 for the years ended December 31, 2015, 2014
and 2013, respectively. The Company is party to agreements which provide for the treatment of wastewater and
the supply of hydrogen and steam for certain of its refineries. The Company made purchases of $36,139, $40,444
and $38,383 under these supply agreements for the years ended December 31, 2015, 2014 and 2013, respectively.
The fixed and determinable amounts of the obligations under these agreements and total minimum future annual
rentals, exclusive of related costs, are approximately:
Year Ending
December 31,
2016
2017
2018
2019
2020
Thereafter
$
$
138,890
131,057
122,286
95,397
94,666
237,435
819,731
Employment Agreements
Concurrent with the PBF Energy IPO in December 2012, PBF Investments ("PBFI") entered into amended and
restated 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 one and a half 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
F- 37
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
“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 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, 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.
In connection with the Paulsboro refinery acquisition, the Company assumed certain environmental remediation
obligations. The environmental liability of $10,367 recorded as of December 31, 2015 ($10,476 as of December 31,
2014) represents the present value of expected future costs discounted at a rate of 8%. At December 31, 2015 the
undiscounted liability is $15,646 and the Company expects to make aggregate payments for this liability of $5,998
over the next five years. The current portion of the environmental liability is recorded in accrued expenses and the
non-current portion is recorded in other long-term liabilities. As of December 31, 2015 and December 31, 2014,
this liability is self-guaranteed by the Company.
In connection with the acquisition of the Delaware City assets, Valero Energy Corporation ("Valero") remains
responsible for certain pre-acquisition environmental obligations up to $20,000 and the predecessor to Valero in
ownership of the refinery retains other historical obligations.
In connection with the acquisition of the Delaware City assets and the Paulsboro refinery, the Company and Valero
purchased ten year, $75,000 environmental insurance policies to insure against unknown environmental liabilities
at each site. In connection with the Toledo refinery acquisition, Sunoco remains responsible for environmental
remediation for conditions that existed on the closing date for twenty years from March 1, 2011 subject to certain
limitations.
In connection with the acquisition of the Chalmette refinery, the Company obtained $3,936 in financial assurance
(in the form of a surety bond) to cover estimated potential site remediation costs associated with an agreed to
Administrative Order of Consent with the EPA. The estimated cost assumes remedial activities will continue for
a minimum of 30 years. Further, in connection with the acquisition of the Chalmette refinery, the Company
purchased a ten year, $100,000 environmental insurance policy to insure against unknown environmental liabilities
at the refinery.
In 2010, New York State adopted a Low-Sulfur Heating Oil mandate that, beginning July 1, 2012, requires all
heating oil sold in New York State to contain no more than 15 parts per million ("PPM") sulfur. Since July 1, 2012,
other states in the Northeast market began requiring heating oil sold in their state to contain no more than 15 PPM
sulfur. Currently, six Northeastern states require heating oil with 15 PPM or less sulfur. By July 1, 2016, two more
states are expected to adopt this requirement and by July 1, 2018 most of the remaining Northeastern states (except
for Pennsylvania and New Hampshire) will require heating oil with 15 PPM or less sulfur. All of the heating oil
the Company currently produces meets these specifications. The mandate and other requirements do not currently
have a material impact on the Company's financial position, results of operations or cash flows.
The EPA issued the final Tier 3 Gasoline standards on March 3, 2014 under the Clean Air Act. This final rule
establishes more stringent vehicle emission standards and further reduces the sulfur content of gasoline starting in
January of 2017. The new standard is set at 10 PPM sulfur in gasoline on an annual average basis starting January
1, 2017, with a credit trading program to provide compliance flexibility. The EPA responded to industry comments
on the proposed rule and maintained the per gallon sulfur cap on gasoline at the existing 80 PPM cap. The standards
set by the new rule are not expected to have a material impact on the Company’s financial position, results of
operations or cash flows.
F- 38
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
The EPA was required to release the final annual standards for the Reformulated Fuels Standard ("RFS") for 2014
no later than Nov 29, 2013 and for 2015 no later than Nov 29, 2014. The EPA did not meet these requirements but
did release proposed standards for 2014. The EPA did not finalize this proposal in 2014. However, in May 2015,
the EPA re-proposed annual standards for RFS 2 for 2014, and proposed new standards for 2015 and 2016 and
biomass-based diesel volumes for 2017. The final standards were issued on November 30, 2015. The standards
issued by the EPA include volume requirements in the annual standards which, while below the volumes originally
set by Congress, increased renewable fuel use in the U.S. above historical levels and provide for steady growth
over time. The EPA also increased the required volume of biomass-based diesel in 2015, 2016, and 2017 while
maintaining the opportunity for growth in other advanced biofuels. The Company is currently evaluating the final
standards and they may have a material impact on the Company's cost of compliance with RFS 2.
The EPA published a Final Rule to the Clean Water Act ("CWA") 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
(BTA) as soon as possible, but state agencies have the discretion to establish implementation time lines. The
Company continues to evaluate the impact of this regulation, and at this time does not anticipate it having a material
impact on the Company’s financial position, results of operations or cash flows.
In addition, on December 1, 2015 the EPA finalized revisions to an existing air regulation concerning Maximum
Achievable Control Technologies ("MACT") for Petroleum Refineries. The regulation requires additional
continuous monitoring systems for eligible process safety valves relieving to atmosphere, minimum flare gas heat
(Btu) content, and delayed coke drum vent controls to be installed by January 30, 2019. In addition, a program for
ambient fence line monitoring for benzene will need to be implemented by January 30, 2018. The Company is
currently evaluating the final standards to evaluate the impact of this regulation, and at this time does not anticipate
it will have a material impact on the Company's financial position, results of operations or cash flows.
The Delaware City Rail Terminal and DCR West Rack are collocated with the Delaware City refinery, and are
located in Delaware's coastal zone where certain activities are regulated under the Delaware Coastal Zone act. On
June 14, 2013, two administrative appeals were filed by the Sierra Club and Delaware Audubon (collectively, the
"Appellants") regarding an air permit Delaware City Refining obtained to allow loading of crude oil onto barges.
The appeals allege that both the loading of crude oil onto barges and the operation of the Delaware City Rail
Terminal violate Delaware’s Coastal Zone Act. The first appeal is Number 2013-1 before the State Coastal Zone
Industrial Control Board (the “CZ Board”), and the second appeal is before the Environmental Appeals Board (the
“EAB”) and appeals Secretary’s Order No. 2013-A-0020. The CZ Board held a hearing on the first appeal on July
16, 2013, and ruled in favor of Delaware City Refining and the State of Delaware and dismissed Appellants’ appeal
for lack of standing. The Appellants appealed that decision to the Delaware Superior Court, New Castle County,
Case No. N13A-09-001 ALR, and Delaware City Refining and the State of Delaware filed cross-appeals. A hearing
on the second appeal before the EAB, case no. 2013-06, was held on January 13, 2014, and the EAB ruled in favor
of Delaware City Refining and the State and dismissed the appeal for lack of jurisdiction. The Appellants also filed
a Notice of Appeal with the Superior Court appealing the EAB’s decision. On March 31, 2015 the Superior Court
affirmed the decisions by both the CZ Board and the EAB stating they both lacked jurisdiction to rule on the
Appellants' appeal. The Appellants appealed to the Delaware Supreme Court, and, on November 5, 2015, the
Delaware Supreme Court affirmed the Superior Court decision.
The Company is also currently subject to certain other existing environmental claims and proceedings. The
Company believes that there is only a remote possibility 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.
F- 39
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
PBF LLC Limited Liability Company Agreement
The holders of limited liability company interests in PBF LLC, including PBF Energy, generally have to include
for purposes of calculating their U.S. federal, state and local income taxes their share of any taxable income of
PBF LLC, regardless of whether such holders receive cash distributions from PBF LLC. PBF Energy ultimately
may not receive cash distributions from PBF LLC equal to its share of such taxable income or even equal to the
actual tax due with respect to that income. For example, PBF LLC is required to include in taxable income PBF
LLC’s allocable share of PBFX’s taxable income and gains (such share to be determined pursuant to the partnership
agreement of PBFX), regardless of the amount of cash distributions received by PBF LLC from PBFX, and such
taxable income and gains will flow-through to PBF Energy to the extent of its allocable share of the taxable income
of PBF LLC. As a result, at certain times, the amount of cash otherwise ultimately available to PBF Energy on
account of its indirect interest in PBFX may not be sufficient for PBF Energy to pay the amount of taxes it will
owe on account of its indirect interests in PBFX.
Taxable income of PBF LLC generally is allocated to the holders of PBF LLC units (including PBF Energy) pro-
rata in accordance with their respective share of the net profits and net losses of PBF LLC. In general, PBF LLC
is required to make periodic tax distributions to the members of PBF LLC, including PBF Energy, pro-rata in
accordance with their respective percentage interests for such period (as determined under the amended and restated
limited liability company agreement of PBF LLC), subject to available cash and applicable law and contractual
restrictions (including pursuant to our debt instruments) and based on certain assumptions. Generally, these tax
distributions are required to be in an amount equal to our estimate of the taxable income of PBF LLC for the year
multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local
income tax rate prescribed for an individual or corporate resident in New York, New York (taking into account the
nondeductibility of certain expenses). If, with respect to any given calendar year, the aggregate periodic tax
distributions were less than the actual taxable income of PBF LLC multiplied by the assumed tax rate, PBF LLC
is required to make a “true up” tax distribution, no later than March 15 of the following year, equal to such difference,
subject to the available cash and borrowings of PBF LLC. PBF LLC obtains funding to pay its tax distributions
by causing PBF Holding to distribute cash to PBF LLC and from distributions it receives from PBFX.
Tax Receivable Agreement
PBF Energy entered into a tax receivable agreement with the PBF LLC Series A and PBF LLC Series B Unit
holders (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's
Class A common stock and had PBF Energy not entered into the Tax Receivable Agreement. The term of the Tax
Receivable Agreement will continue until all such tax benefits have been utilized or expired unless: (i) PBF Energy
exercises its right to terminate the Tax Receivable Agreement, (ii) PBF Energy breaches any of its material
obligations under the Tax Receivable Agreement or (iii) certain changes of control occur, in which case all
obligations under the Tax Receivable Agreement will generally be accelerated and due as calculated under certain
assumptions.
The payment obligations under the Tax Receivable Agreement are obligations of PBF Energy and not of PBF LLC,
PBF Holding or PBFX. In general, PBF Energy expects to obtain funding for these annual payments from PBF
LLC, primarily through tax distributions, which PBF LLC makes on a pro-rata basis to its owners. Such owners
include PBF Energy, which holds a 95.1% and 89.9% interest in PBF LLC as of December 31, 2015 and
December 31, 2014, respectively. PBF LLC obtains funding to pay its tax distributions by causing PBF Holding
to distribute cash to PBF LLC and from distributions it receives from PBFX.
F- 40
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
As of December 31, 2015 and December 31, 2014, the Company has recognized a liability for the tax receivable
agreement of $661,418 and $712,727, respectively, reflecting the estimate of the undiscounted amounts that the
Company expects to pay under the agreement.
15. STOCKHOLDERS’ AND MEMBERS’ EQUITY STRUCTURE
Class A Common Stock
Holders of Class A common stock are entitled to receive dividends when and if declared by the Board of Directors
out of funds legally available therefore, subject to any statutory or contractual restrictions on the payment of
dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred
stock. Upon the Company’s dissolution or liquidation or the sale of all or substantially all of the assets, after
payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation
preferences, if any, the holders of shares of Class A common stock will be entitled to receive pro rata remaining
assets available for distribution. Holders of shares of Class A common stock do not have preemptive, subscription,
redemption or conversion rights.
Class B Common Stock
Holders of shares of Class B common stock are entitled, without regard to the number of shares of Class B common
stock held by such holder, to one vote for each PBF LLC Series A Unit beneficially owned by such holder.
Accordingly, the members of PBF LLC other than PBF Energy collectively have a number of votes in PBF Energy
that is equal to the aggregate number of PBF LLC Series A Units that they hold.
Holders of shares of Class A common stock and Class B common stock vote together as a single class on all matters
presented to stockholders for their vote or approval, except as otherwise required by applicable law.
Holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon a
liquidation or winding up of PBF Energy.
Preferred Stock
Authorized preferred stock may be issued in one or more series, with designations, powers and preferences as shall
be designated by the Board of Directors.
PBF LLC Capital Structure
PBF LLC Series A Units
The allocation of profits and losses and distributions to PBF LLC Series A unit holders 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 unit holders 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 and have a stated value of zero at issuance. The PBF LLC Series
B Units are held by certain of the Company’s current and former officers, have no voting rights and are designed
to increase in value only after the Company’s financial sponsors achieve certain levels of return on their investment
in PBF LLC Series A Units. Accordingly, the amounts paid to the holders of PBF LLC Series B Units, if any, will
reduce only the amounts otherwise payable to the PBF LLC Series A Units held by the Company’s financial
sponsors, and will not reduce or otherwise impact any amounts payable to PBF Energy (the holder of PBF LLC
Series C Units), the holders of the Company’s Class A common stock or any other holder of PBF LLC Series A
Units. The maximum number of PBF LLC Series B Units authorized to be issued is 1,000,000.
F- 41
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
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.
Information about the issued classes of PBF LLC units for the years ended December 31, 2015, 2014 and 2013,
is as follows:
Series A Units
Series B Units
Series C Units
Balance—January 1, 2013
Secondary offering transaction
Issuances of restricted stock
Exercise of warrants and options
Exchange of Series A Units for Class
A common stock of PBF Energy Inc.
Balance - December 31, 2013
Secondary offering transaction
Issuances of restricted stock
Exercise of warrants and options
Exchange of Series A Units for Class
A common stock of PBF Energy Inc.
Redemption of C Units in connection
with stock repurchase
Surrender of units for tax withholding
Balance - December 31, 2014
Secondary offering transaction
Issuances of restricted stock
Exercise of warrants and options
Exchange of Series A Units for Class
A common stock of PBF Energy Inc.
Redemption of C Units in connection
with stock repurchase
Surrender of units for tax withholding
October 2015 equity offering
Balance—December 31, 2015
72,972,131
(15,950,000)
—
263,403
(83,860)
57,201,674
(48,000,000)
—
26,533
(56,694)
—
(817)
9,170,696
(3,804,653)
—
149,974
(529,178)
—
(1,481)
—
1,000,000
—
—
—
—
1,000,000
—
—
—
—
—
—
1,000,000
—
—
—
—
—
—
—
4,985,358
1,000,000
23,571,221
15,950,000
60,392
—
83,860
39,665,473
48,000,000
30,348
—
56,694
(5,765,946)
(5,450)
81,981,119
3,804,653
247,720
12,766
529,178
(284,771)
(8,732)
11,500,000
97,781,933
The warrants and options exercised in the table above include both non-compensatory and compensatory PBF LLC
Series A warrants and options.
F- 42
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
Treasury Stock
On August 19, 2014, the Company's Board of Directors authorized the repurchase of up to $200,000 of the
Company's Class A common stock (the "Repurchase Program"). On October 29, 2014, the Company's Board of
Directors approved an additional $100,000 increase to the existing Repurchase Program. The Repurchase Program
expires on September 30, 2016. As of December 31, 2015 the Company has purchased approximately 6.05 million
shares of the Company's Class A common stock through open market transactions under the Repurchase Program,
for a total of $150,804.
The following table summarizes the Company's Class A common stock repurchase activity under the Repurchase
Program:
Shares purchased at December 31, 2013
Shares purchased during 2014
Shares purchased at December 31, 2014
Shares purchased during 2015
Shares purchased at December 31, 2015
—————————————
Number of shares
purchased (1)
Cost of purchased
shares
— $
5,765,946
5,765,946
284,771
6,050,717
$
—
142,731
142,731
8,073
150,804
(1) - The shares purchased include only those shares that have settled as of the period end date.
These repurchases may 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 may
be effected through Rule 10b5-1 and Rule 10b-18 plans. The timing and number of shares repurchased will depend
on a variety of factors, including price, capital availability, legal requirements and economic and market conditions.
The Company is not obligated to purchase any shares under the Repurchase Program, and repurchases may be
suspended or discontinued at any time without prior notice.
As of December 31, 2015, the Company had $149,196 remaining in authorized expenditures under the Repurchase
Program.
The Company also records Class A common stock surrendered to cover income tax withholdings for certain directors
and employees pursuant to the vesting of certain awards under the Company’s equity-based compensation plans
as treasury shares.
16. NONCONTROLLING INTERESTS
Noncontrolling Interest in PBF LLC
As a result of the PBF Energy IPO and the related reorganization transactions on December 18, 2012, PBF Energy
became the sole managing member of, and had a controlling interest in, PBF LLC. As the sole managing member
of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF LLC and its subsidiaries. In
connection with the secondary offerings, Blackstone and First Reserve exchanged an aggregate 67,754,653 Series
A Units of PBF LLC for an equivalent number of shares of Class A common stock of PBF Energy, which, along
with certain other equity transactions, increased PBF Energy's interest in PBF LLC to approximately 95.1% and
89.9% as of December 31, 2015 and 2014, respectively.
PBF Energy consolidates the financial results of PBF LLC and its subsidiaries, and records a noncontrolling interest
for the economic interest in PBF Energy held by the members of PBF LLC other than PBF Energy. Noncontrolling
interest on the consolidated statements of operations represents the portion of net income or loss attributable to
the economic interest in PBF Energy held by the members of PBF LLC other than PBF Energy. Noncontrolling
F- 43
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
interest on the consolidated balance sheets represents the portion of net assets of PBF Energy attributable to the
members of PBF LLC other than PBF Energy.
The noncontrolling interest ownership percentages of PBF Energy as of the IPO, the completion dates of each of
the secondary offerings, the October 2015 equity offering and the years ended December 31, 2015, 2014 and 2013
are calculated as follows:
January 1, 2013
June 12, 2013 - Secondary offering
December 31, 2013
January 10, 2014 - Secondary offering
March 26, 2014 - Secondary offering
June 17, 2014 - Secondary offering
December 31, 2014
February 6, 2015 - Secondary offering
October 13, 2015 - Equity offering
December 31, 2015
Noncontrolling Interest in PBFX
Outstanding
Shares
of PBF Energy
Class A
Common
Stock
Holders of
PBF LLC Series
A Units
72,972,131
75.6%
57,027,225
59.0%
57,201,674
59.1%
42,201,674
43.6%
27,213,374
28.1%
9,213,374
9.5%
9,170,696
10.1%
5,366,043
5.9%
5,111,358
5.0%
4,985,358
4.9%
23,571,221
24.4%
39,563,835
41.0%
39,665,473
40.9%
54,665,473
56.4%
69,670,192
71.9%
87,670,832
90.5%
81,981,119
89.9%
85,768,077
94.1%
97,393,850
95.0%
97,781,933
95.1%
Total
96,543,352
100%
96,591,060
100%
96,867,147
100%
96,867,147
100%
96,883,566
100%
96,884,206
100%
91,151,815
100%
91,134,120
100%
102,505,208
100%
102,767,291
100%
Subsequent to the PBFX Offering, PBF LLC held a 50.2% limited partner interest in PBFX and all of PBFX’s
incentive distribution rights, with the remaining 49.8% limited partner interest held by public common unit holders.
In connection with the DCR West Rack Acquisition, the Toledo Storage Facility Acquisition and the Delaware
City Products Pipeline and Truck Rack Acquisition, PBF LLC increased its ownership in PBFX to a 53.7% limited
partner interest, with the remaining 46.3% limited partner interest owned by public common unit holders as of
December 31, 2015. PBF LLC is also the sole member of PBF GP, the general partner of PBFX.
PBF Energy, through its ownership of PBF LLC, consolidates the financial results of PBFX, and records a
noncontrolling interest for the economic interest in PBFX held by the public common unit holders. Noncontrolling
interest on the consolidated statements of operations includes the portion of net income or loss attributable to the
economic interest in PBFX held by the public common unit holders of PBFX other than PBF Energy (through its
ownership in PBF LLC). Noncontrolling interest on the consolidated balance sheets includes the portion of net
assets of PBFX attributable to the public common unit holders of PBFX.
F- 44
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
The noncontrolling interest ownership percentages of PBFX as of the PBFX Offering, DCR West Rack Acquisition,
the Toledo Storage Facility Acquisition, Delaware City Products Pipeline and Truck Rack and the year ended
December 31, 2015 are calculated as follows:
May 14, 2014
September 30, 2014
December 31, 2014
May 15, 2015
December 31, 2015
Units of PBFX
Held by the
Public
Units of PBFX
Held by PBF
LLC (Including
Subordinated
Units)
Total
15,812,500
15,960,606
31,773,106
49.8%
15,812,500
48.9%
15,812,500
47.9%
15,812,500
46.1%
15,924,676
46.3%
50.2%
16,550,142
51.1%
17,171,077
52.1%
18,459,497
53.9%
18,459,497
53.7%
100.0%
32,362,642
100.0%
32,983,577
100.0%
34,271,997
100.0%
34,384,173
100.0%
Noncontrolling Interest in PBF Holding
Subsequent to the Chalmette Acquisition, PBF Holding recorded noncontrolling interests in two subsidiaries of
Chalmette Refining. PBF Holding, through Chalmette Refining, owns an 80% ownership interest in both Collins
Pipeline Company and T&M Terminal Company. The Company recorded a noncontrolling interest in the earnings
of these subsidiaries of $274 for the year ended December 31, 2015.
F- 45
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
The following table summarizes the changes in equity for the controlling and noncontrolling interests of PBF
Energy for the year ended December 31, 2015:
Balance at January 1, 2015
Comprehensive income
Dividends and distributions
Record deferred tax asset and liabilities and
tax receivable agreement associated with
secondary offerings
Record allocation of noncontrolling interest
upon completion of secondary offerings
Issuance of additional PBFX common units
Stock-based compensation
Record noncontrolling interest upon
completion of the PBFX Offering
Exercise of PBF LLC options and warrants,
net
October 2015 Equity Offering
Purchase of treasury stock
Record noncontrolling interest in Chalmette
Acquisition
Other
PBF Energy Inc.
Equity
1,218,213
$
Noncontrolling
Interest in PBF
LLC
138,734
$
Noncontrolling
Interest in
PBFX
Total Equity
$
336,369
$
1,693,316
148,406
(106,584)
14,627
(19,386)
34,606
(23,458)
197,639
(149,428)
(12,046)
—
—
(12,046)
39,976
11,390
9,218
—
2,797
344,000
(8,073)
—
—
(39,976)
—
—
—
(2,707)
—
—
16,951
—
—
(11,390)
4,279
—
—
—
—
—
—
13,497
—
90
344,000
(8,073)
—
(89)
340,317
$
16,951
(89)
2,095,857
Balance at December 31, 2015
$
1,647,297
$
108,243
$
Comprehensive Income
Comprehensive income includes net income and other comprehensive income (loss) arising from activity related
to the Company’s defined benefit employee benefit plan and unrealized gain on available-for-sale securities. The
following table summarizes the allocation of total comprehensive income between the controlling and
noncontrolling interests of PBF Energy for the year ended December 31, 2015:
Net income
Other comprehensive income:
Attributable to
PBF Energy Inc.
146,401
$
Noncontrolling
Interests
Total
$
49,132
$
195,533
Unrealized gain on available for sale securities
Amortization of defined benefit plans unrecognized
net gain
Total other comprehensive income
Total comprehensive income
118
6
124
1,887
2,005
148,406
$
$
95
101
49,233
$
1,982
2,106
197,639
F- 46
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
The following table summarizes the allocation of total comprehensive income of PBF Energy between the
controlling and noncontrolling interests for the year ended December 31, 2014:
Net (loss) income
Other comprehensive income (loss):
Unrealized gain on available for sale securities
Amortization of defined benefit plans unrecognized
net loss
Total other comprehensive loss
Total comprehensive (loss) income
Attributable to
PBF Energy Inc.
$
(38,237) $
Noncontrolling
Interest
Total
116,508
$
78,271
115
12
127
(11,206)
(11,091)
(49,328) $
(1,259)
(1,247)
115,261
$
(12,465)
(12,338)
65,933
$
The following table summarizes the allocation of total comprehensive income of PBF Energy between the
controlling and noncontrolling interests for the year ended December 31, 2013:
Net income
Other comprehensive loss:
Attributable to
PBF Energy Inc.
39,540
$
Noncontrolling
Interest
Total
$
174,545
$
214,085
Unrealized loss on available for sale securities
Amortization of defined benefit plans unrecognized
net loss
Total other comprehensive loss
Total comprehensive income
(126)
(182)
(308)
(2,144)
(2,270)
37,270
$
(3,145)
(3,327)
171,218
$
(5,289)
(5,597)
208,488
$
17. STOCK-BASED COMPENSATION
Stock-based compensation expense included in general and administrative expenses consisted of the following:
PBF LLC Series A Unit compensatory warrants and options
PBF LLC Series B Units
PBF Energy options
PBF Energy restricted shares
PBFX Phantom Units
Years Ended December 31,
2015
2014
2013
$
$
— $
—
7,528
1,690
4,279
13,497
$
522
—
4,343
1,230
1,086
7,181
$
$
779
530
2,051
393
—
3,753
PBF LLC Series A warrants and options
PBF LLC granted compensatory warrants to employees of the Company in connection with their purchase of Series
A units in PBF LLC. The warrants grant the holder the right to purchase PBF LLC Series A Units. One-quarter of
the PBF LLC Series A compensatory warrants were exercisable at the date of grant and the remaining three-quarters
become exercisable over equal annual installments on each of the first three anniversaries of the grant date subject
to acceleration in certain circumstances. They are exercisable for ten years from the date of grant. The remaining
warrants became fully exercisable in connection with the IPO of PBF Energy.
F- 47
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
In addition, options to purchase PBF LLC Series A units were granted to certain employees, management and
directors. Options vest over equal annual installments on each of the first three anniversaries of the grant date
subject to acceleration in certain circumstances. The options are exercisable for ten years from the date of grant.
The Company did not issue PBF LLC Series A Units compensatory warrants or options in 2015, 2014 or 2013.
The following table summarizes activity for PBF LLC Series A compensatory warrants and options for the years
ended December 31, 2015, 2014 and 2013:
Number of
PBF LLC
Series A
Compensatory
Warrants
and Options
Weighted
Average
Exercise Price
Weighted
Average
Remaining
Contractual
Life
(in years)
Stock Based Compensation, Outstanding at January 1,
2013
Exercised
Forfeited
Outstanding at December 31, 2013
Exercised
Forfeited
Outstanding at December 31, 2014
Exercised
Forfeited
Outstanding at December 31, 2015
Exercisable and vested at December 31, 2015
Exercisable and vested at December 31, 2014
Exercisable and vested at December 31, 2013
Expected to vest at December 31, 2015
1,184,726
(301,979)
(41,668)
841,079
(32,934)
(6,666)
801,479
(160,700)
—
640,779
640,779
753,985
545,247
640,779
$
$
$
$
$
$
$
10.44
10.11
11.27
10.52
10.00
11.59
10.53
10.28
—
10.59
10.59
10.41
10.24
10.59
8.23
—
—
7.40
—
—
6.41
—
—
5.46
5.46
6.34
7.23
5.46
The total intrinsic value of stock options outstanding and exercisable at December 31, 2015 was $16,797,
respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2015, 2014,
and 2013 was $3,452, $618, and $4,298, respectively.
There was no unrecognized compensation expense related to PBF LLC Series A warrants and options at
December 31, 2015. Unrecognized compensation expense related to PBF LLC Series A warrants and options at
December 31, 2014 was $140, which was recognized in 2015.
Prior to 2014, members of management of the Company had also purchased an aggregate of 2,740,718 non-
compensatory Series A warrants in PBF LLC with an exercise price of $10.00 per unit, all of which were immediately
exercisable. During the year ended December 31, 2015 and 2014, 24,000 and 11,700 non-compensatory warrants
were exercised. At December 31, 2015 and 2014, there were 32,719 and 56,719 non-compensatory warrants
outstanding, respectively.
F- 48
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
PBF LLC Series B Units
PBF LLC Series B Units were issued and allocated to certain members of management during the years ended
December 31, 2011 and 2010. One-quarter of the PBF LLC Series B Units vested at the time of grant and the
remaining three-quarters vested in equal annual installments on each of the first three anniversaries of the grant
date, subject to accelerated vesting upon certain events. The Series B Units fully vested during the year ended
December 31, 2013.
The following table summarizes activity for PBF LLC Series B Units for the year ended December 31, 2013.
Non-vested units at January 1, 2013
Allocated
Vested
Forfeited
Non-vested units at December 31, 2013
PBF Energy options and restricted stock
Number of
PBF LLC
Series B units
Weighted Average
Grant Date Fair
Value
$
250,000
—
(250,000)
—
— $
5.11
—
5.11
—
—
The Company grants awards of its Class A common stock under the 2012 Equity Incentive Plan which authorizes
the granting of various stock and stock-related awards to employees, prospective employees and non-employees.
Awards include options to purchase shares of Class A common stock and restricted Class A common stock that
vest over a period determined by the plan.
A total of 1,899,500 and 1,135,000 options to purchase shares of PBF Energy Class A common stock were granted
to certain employees and management of the Company in the years ended December 31, 2015 and 2014,
respectively. A total of 247,720 and 30,348 shares of restricted Class A common stock were granted to certain
directors, employees and management of the Company as of December 31, 2015 and 2014, respectively. The PBF
Energy options and restricted Class A common stock vest in equal annual installments on each of the first four
anniversaries of the grant date subject to acceleration in certain circumstances. The options are exercisable for ten
years from the date of grant.
The estimated fair value of PBF Energy options granted during the years ended December 31, 2015, 2014 and
2013 was determined using the Black-Scholes pricing model with the following weighted average assumptions:
Expected life (in years)
Expected volatility
Dividend yield
Risk-free rate of return
Exercise price
December 31, 2015
December 31, 2014
December 31, 2013
6.25
38.4%
3.96%
1.58%
30.28
$
6.25
52.0%
4.82%
1.80%
24.78
$
6.25
52.1%
4.43%
1.53%
27.79
$
F- 49
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
The following table summarizes activity for PBF Energy options for the years ended December 31, 2015, 2014
and 2013.
Stock-based awards, outstanding at January 1, 2013
Granted
Exercised
Forfeited
Outstanding at December 31, 2013
Granted
Exercised
Forfeited
Outstanding at December 31, 2014
Granted
Exercised
Forfeited
Outstanding at December 31, 2015
Exercisable and vested at December 31, 2015
Exercisable and vested at December 31, 2014
Exercisable and vested at December 31, 2013
Expected to vest at December 31, 2015
Number of
PBF Energy
Class A
Common
Stock Options
682,500
697,500
—
(60,000)
1,320,000
1,135,000
—
(53,125)
2,401,875
1,899,500
(30,000)
(15,000)
4,256,375
1,136,250
485,000
158,125
4,256,375
Weighted
Average
Exercise Price
26.00
$
27.79
—
25.36
26.97
24.78
—
25.44
25.97
30.28
$
$
$
25.79
26.38
27.89
26.22
26.66
26.00
27.89
$
$
$
$
$
Weighted
Average
Remaining
Contractual
Life
(in years)
9.95
10.00
—
—
9.33
10.00
—
—
8.67
10.00
—
—
8.32
7.61
8.21
8.95
8.23
The total estimated fair value of PBF Energy options granted in 2015 and 2014 was $14,512 and $9,068 and the
weighted average per unit fair value was $7.64 and $7.99. The total intrinsic value of stock options outstanding
and exercisable at December 31, 2015, was $38,167 and $12,139, respectively. The total intrinsic value of stock
options exercised during the year ended December 31, 2015 was $133.
Unrecognized compensation expense related to PBF Energy options at December 31, 2015 was $21,556, which
will be recognized from 2016 through 2019.
PBFX Phantom Units
PBF GP's board of directors adopted the PBF Logistics LP 2014 Long-Term Incentive Plan (the “PBFX LTIP”)
in connection with the completion of the PBFX Offering. The PBFX LTIP is for the benefit of employees,
consultants, service providers and non-employee directors of the general partner and its affiliates.
In 2014 and 2015, PBFX issued phantom unit awards under the PBFX LTIP to certain directors, officers and
employees of our general partner or its affiliates as compensation. The fair value of each phantom unit on the grant
date is equal to the market price of PBFX's common unit on that date. The estimated fair value of PBFX's phantom
units is amortized over the vesting period of four years, using the straight-line method. Total unrecognized
compensation cost related to PBFX's nonvested phantom units totaled $8,316 and $6,231 as of December 31, 2015
and 2014, respectively, which is expected to be recognized over a weighted-average period of four years. The fair
value of nonvested service phantom units outstanding as of December 31, 2015 and 2014, totaled $10,109 and
$7,318, respectively.
F- 50
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
A summary of PBFX's unit award activity for the year ended December 31, 2015 and 2014 is set forth below:
Nonvested at January 1, 2014
Granted
Forfeited
Nonvested at December 31, 2014
Granted
Vested
Forfeited
Nonvested at December 31, 2015
Number of
Phantom Units
Weighted
Average
Grant Date
Fair Value
— $
285,522
(10,000)
275,522
266,360
(137,007)
(1,500)
403,375
$
$
—
26.57
26.74
26.56
23.92
25.83
26.74
25.06
The PBFX LTIP provides for the issuance of distribution equivalent rights (“DERs”) in connection with phantom
unit awards. A DER entitles the participant to nonforfeitable cash payments equal to the product of the number of
phantom unit awards outstanding for the participant and the cash distribution per common unit paid by PBFX to
its common unit holders. Cash payments made in connection with DERs are charged to partners' equity, accrued
and paid upon vesting.
18. 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 Internal Revenue Service 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 $12,753, $11,364
and $10,450 for the years ended December 31, 2015, 2014 and 2013, 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 (“ERISA”) 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 balance sheet. The plan assets and benefit obligations are measured as
of the balance sheet date.
The non-union Delaware City employees and all Paulsboro, Toledo and Chalmette 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 which resulted in the
recognition of a liability for the projected benefit obligation. The Post-Retirement Medical Plan was amended
F- 51
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
during 2013 to include all corporate employees, amended in 2014 to include Delaware City and Toledo employees
and amended in 2015 to include Chalmette 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, 2015 and 2014 were as
follows:
Pension Plans
Post-Retirement
Medical Plan
2015
2014
2015
2014
Change in benefit obligation:
Benefit obligation at beginning of year
$
81,098
$
53,350
$
14,740
$
Service cost
Interest cost
Plan amendments
Benefit payments
Actuarial loss (gain)
Projected benefit obligation at end of year
Change in plan assets:
Fair value of plan assets at beginning of year
Actual return on plan assets
Benefits paid
Employer contributions
Fair value of plan assets at end of year
Reconciliation of funded status:
Fair value of plan assets at end of year
Less benefit obligations at end of year
Funded status at end of year
$
$
$
$
$
24,298
2,974
—
(2,231)
(6,128)
100,011
40,956
(13)
(2,231)
18,790
57,502
57,502
$
$
$
$
19,407
2,404
529
(2,634)
8,042
81,098
25,050
1,822
(2,634)
16,718
40,956
40,956
$
$
$
$
967
558
1,533
(381)
312
8,225
1,099
520
3,911
(215)
1,200
17,729
$
14,740
— $
—
(381)
381
— $
— $
—
—
(215)
215
—
—
100,011
(42,509) $
81,098
(40,142) $
17,729
(17,729) $
14,740
(14,740)
The accumulated benefit obligations for the Company’s Pension Plans exceed the fair value of the assets of those
plans at December 31, 2015 and 2014. The accumulated benefit obligation for the defined benefit plans
approximated $80,897 and $66,576 at December 31, 2015 and 2014, respectively.
F- 52
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
Benefit payments, which reflect expected future services, that the Company expects to pay are as follows for the
years ended December 31:
2016
2017
2018
2019
2020
Years 2021-2025
Pension Benefits
Post-Retirement
Medical Plan
$
$
11,125
8,271
9,403
10,694
13,429
88,044
843
1,141
1,296
1,580
1,788
8,835
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 $16,700 to the Company’s Pension Plans during 2016.
The components of net periodic benefit cost were as follows for the years ended December 31, 2015, 2014 and
2013:
Pension Benefits
Post-Retirement
Medical Plan
2015
2014
2013
2015
2014
2013
Components of net period
benefit cost:
Service cost
Interest cost
Expected return on plan
assets
Amortization of prior
service cost
Amortization of actuarial
loss (gain)
$
24,298
$
19,407
$
14,794
$
2,974
2,404
992
(3,422)
(2,156)
(550)
53
39
1,228
1,033
11
421
967
558
—
326
—
$
1,099
$
520
—
258
(4)
1,873
726
334
—
—
—
Net periodic benefit cost
$
25,131
$
20,727
$
15,668
$
1,851
$
$
1,060
The pre-tax amounts recognized in other comprehensive income (loss) for the years ended December 31, 2015,
2014 and 2013 were as follows:
Prior service costs (credits)
Net actuarial loss (gain)
Amortization of losses and prior
service cost
Total changes in other
comprehensive loss (income)
Pension Benefits
Post-Retirement
Medical Plan
2015
2014
2013
2015
2014
2013
$
— $
529
$
— $
1,533
$
3,911
$
(2,220)
8,151
8,235
312
1,201
(860)
(1,654)
(1,281)
(1,072)
(432)
(326)
(255)
—
$
(3,501) $
7,608
$
7,803
$
1,519
$
4,857
$
(2,514)
F- 53
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
The pre-tax amounts in accumulated other comprehensive loss as of December 31, 2015, and 2014 that have not
yet been recognized as components of net periodic costs were as follows:
Prior service (costs) credits
Net actuarial (loss) gain
Total
Pension Benefits
Post-Retirement
Medical Plan
2015
2014
2015
2014
$
$
(529) $
(582) $
(19,841)
(20,370) $
(23,762)
(24,344) $
(3,999) $
(391)
(4,390) $
(2,793)
(78)
(2,871)
The following pre-tax amounts included in accumulated other comprehensive loss as of December 31, 2015 are
expected to be recognized as components of net period benefit cost during the year ended December 31, 2016:
Amortization of prior service (costs) credits
Amortization of net actuarial (loss) gain
Total
Pension Benefits
Post-Retirement
Medical Plan
$
$
(53) $
(775)
(828) $
(436)
—
(436)
Effective December 31, 2015, we changed the method we use to estimate the service and interest components of
net periodic benefit cost for the Qualified Plan, the Supplemental Plan and the Post-Retirement Medical Plan.
Historically, we estimated these service and interest cost components utilizing a single weighted-average discount
rate derived from the yield curve used to measure the benefit obligation for each of these plans at the beginning
of the period. Additionally, we historically combined the disclosures of assumptions for the Qualified Plan and the
Supplemental Plan in one category we called "Pension Benefits". We have elected to utilize a full yield curve
approach in the estimation of these components by applying the specific spot rates along the yield curve used in
the determination of the benefit obligation to the relevant projected cash flows for each plan separately. We have
made this change to provide a more precise measurement of service and interest costs by improving the correlation
between projected benefit cash flows to the corresponding spot yield curve rates. This change does not affect the
measurement of our total benefit obligations or our annual net periodic benefit cost as the change in the service
and interest costs is completely offset in the actuarial (gain) loss reported. We have accounted for this change as
a change in accounting estimate that is inseparable from a change in accounting principle and accordingly have
accounted for it prospectively.
The weighted average assumptions used to determine the benefit obligations as of December 31, 2015, and 2014
were as follows:
Qualified Plan
Supplemental Plan
Post-Retirement Medical Plan
2015
2014
2015
2014
2015
2014
Discount rate - benefit
obligations
Rate of compensation increase
4.17%
4.81%
3.70%
4.96%
4.22%
5.50%
3.70%
4.96%
3.76%
—
3.70%
—
F- 54
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
The weighted average assumptions used to determine the net periodic benefit costs for the years ended December 31,
2015, 2014 and 2013 were as follows:
Discount rates:
Effective rate for service cost
Effective rate for interest cost
Effective rate for interest on
service cost
Expected long-term rate of return
on plan assets
Rate of compensation increase
Qualified Plan
Supplemental Plan
Post-Retirement Medical Plan
2015
2014
2013
2015
2014
2013
2015
2014
2013
4.25%
3.31%
4.55%
4.55%
3.45%
3.45%
4.30%
3.16%
4.55%
4.55%
3.45%
3.45%
4.32%
3.09%
4.55%
4.55%
3.45%
3.45%
3.51%
4.55%
3.45%
3.37%
4.55%
3.45%
4.04%
4.55%
3.45%
7.00%
4.81%
6.70%
4.64%
3.50%
4.00%
—%
—%
—%
5.50%
4.64%
4.00%
—
—
—
—
—
—
The assumed health care cost trend rates as of December 31, 2015 and 2014 were as follows:
Health care cost trend rate assumed for next year
Rate to which the cost trend rate was assumed to decline (the ultimate
trend rate)
Year that the rate reached the ultimate trend rate
Post-Retirement
Medical Plan
2015
2014
6.1%
4.5%
2038
6.7%
4.5%
2027
Assumed health care costs trend rates have a significant effect on the amounts reported for retiree health care plans.
A one percentage-point change in assumed health care costs trend rates would have the following effects on the
medical post-retirement benefits:
Effect on total service and interest cost components
Effect on accumulated post-retirement benefit obligation
1%
Increase
1%
Decrease
$
$
21
413
(20)
(388)
F- 55
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
The table below presents the fair values of the assets of the Company’s Qualified Plan as of December 31, 2015
and 2014 by level of fair value hierarchy. Assets categorized in Level 1 of the hierarchy are measured at fair value
using a market approach based on published net asset values of mutual funds. As noted above, the Company’s post
retirement medical plan is funded on a pay-as-you-go basis and has no assets.
Equities:
Domestic equities
Developed international equities
Emerging market equities
Global low volatility equities
Fixed-income
Cash and cash equivalents
Total
Fair Value Measurements Using
Quoted Prices in Active Markets
(Level 1)
December 31,
2015
2014
$
$
17,660
8,320
4,017
4,930
22,495
80
57,502
$
$
12,682
5,600
2,629
3,478
16,517
50
40,956
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, 2015, the plan's target allocations for plan assets are 60% invested
in equity securities and 40% fixed income investments. 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.
19. REVENUES
The following table provides information relating to the Company’s revenues from external customers for each
product or group of similar products for the periods:
$
Year Ended December 31,
2014
17,050,096
739,096
706,494
410,466
922,003
19,828,155
2015
11,553,716
452,304
536,496
266,371
315,042
13,123,929
$
$
$
2013
16,973,239
746,396
690,305
468,315
273,200
19,151,455
Gasoline and distillates
Chemicals
Asphalt and blackoils
Lubricants
Feedstocks and other
$
$
F- 56
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
20. INCOME TAXES
For periods following PBF Energy’s IPO, PBF Energy is required to file federal and applicable state corporate
income tax returns and recognizes income taxes on its pre-tax income, which to-date has consisted primarily of
its share of PBF LLC’s pre-tax income (see Note 15 "Stockholders' and Members' Equity"). PBF LLC is organized
as a limited liability company which is treated as a "flow-through" entity for income tax purposes and therefore is
not subject to income taxes. As a result, the PBF Energy consolidated financial statements do not reflect a benefit
or provision for income taxes for PBF LLC for periods prior to the IPO or any benefit or provision for income
taxes on the pre-tax income or loss attributable to the noncontrolling interests in PBF LLC or PBFX.
The income tax provision (benefit) in the PBF Energy consolidated financial statements of operations consists of
the following:
Current expense:
Federal
State
Total current
Deferred expense (benefit):
Federal
Foreign
State
Total deferred
Year Ended
December 31,
2015
Year Ended
December 31,
2014
Year Ended
December 31,
2013
$
$
77,954
14,378
92,332
$
20,313
6,662
26,975
(27,046)
28,157
(6,718)
(5,607)
(38,556)
—
(10,831)
(49,387)
—
—
—
15,406
—
1,275
16,681
Total provision (benefit) for income taxes
$
86,725
$
(22,412)
$
16,681
F- 57
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
The difference between the PBF Energy’s effective income tax rate and the United States statutory rate is reconciled
below:
Provision at Federal statutory rate
Increase (decrease) attributable to flow-through
of certain tax adjustments:
State income taxes (net of federal income
tax)
Nondeductible/nontaxable items
Manufacturer's benefit deduction
Rate differential from foreign jurisdictions
Provision to return adjustment
Adjustment to deferred tax assets and
liabilities for change in tax rates due to
business mix
Other
Effective tax rate
Year Ended
December 31,
2015
Year Ended
December 31,
2014
Year Ended
December 31,
2013
35.0 %
35.0 %
35.0 %
4.6 %
0.2 %
(2.3)%
(6.3)%
— %
5.1 %
0.9 %
37.2 %
5.2 %
(0.1)%
2.1 %
— %
(3.8)%
— %
(1.5)%
36.9 %
5.0 %
7.0 %
— %
— %
— %
(14.5)%
(2.8)%
29.7 %
The Company's effective income tax rate for the years ended December 31, 2015, 2014 and 2013 including the
impact of income attributable to noncontrolling interests of $49,132, $116,508 and $174,545 respectively, was
30.7%, (40.1)% and 7.2% respectively.
The Company's foreign earnings are taxed at a lower income tax rate as compared to its US operations;
therefore, a benefit was recognized for such income tax rate differential.
The Company recognized an income tax rate change in 2015 subsequent to the Chalmette Acquisition on
November 1, 2015. This tax rate change increased the Company's effective tax rate primarily due to the
reduction of deferred tax assets.
For financial reporting purposes, income (loss) before income taxes attributable to PBF Energy Inc. includes the
following components:
United States
Foreign (1)
Total income (loss) before income taxes attributable to PBF
Energy Inc.
Year Ended
December 31,
2015
Year Ended
December 31,
2014
$
$
170,829
62,297
233,126
$
$
(106,337)
45,688
(60,649)
(1) The Company began conducting foreign operations in 2014. Accordingly, all income (loss) before income
taxes prior to that time was domestic.
F- 58
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
A summary of the components of deferred tax assets and deferred tax liabilities follows:
Deferred tax assets
Purchase interest step-up
Inventory
Pension, employee benefits and compensation
Hedging
Other
Total deferred tax assets
Valuation allowances
Total deferred tax assets, net
Deferred tax liabilities
Property, plant and equipment
Inventory
Investment in partnership
Other
Total deferred tax liabilities
Net deferred tax assets
December 31, 2015
December 31, 2014
$
$
698,477
357,250
40,452
8,384
22,557
1,127,120
—
1,127,120
485,976
29,502
13,665
25,287
554,430
572,690
$
$
752,416
206,681
35,246
—
21,953
1,016,296
—
1,016,296
421,901
—
—
26,848
448,749
567,547
PBF Energy had federal and state income tax net operating loss carry forwards which were fully utilized in 2014.
Income tax years that remain subject to examination by material jurisdictions, where an examination has not already
concluded are all years including and subsequent to:
United States
Federal
New Jersey
Michigan
Delaware
Indiana
Pennsylvania
New York
Louisiana
PBF Energy does not have any unrecognized tax benefits.
F- 59
2012
2012
2012
2012
2012
2012
2012
2015
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
21. SEGMENT INFORMATION
The Company's operations are organized into two reportable segments, Refining and Logistics. Operations that
are not included in the Refining and Logistics segments are included in Corporate. Intersegment transactions are
eliminated in the consolidated financial statements and are included in Eliminations.
Refining
The Company's Refining Segment includes the operations of its four refineries which are located in Toledo, Ohio,
Delaware City, Delaware, Paulsboro, New Jersey and New Orleans, Louisiana. The refineries produce unbranded
transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United
States. The Company purchases crude oil, other feedstocks and blending components from various third-party
suppliers. The Company sells products throughout the Northeast, Midwest and Gulf Coast of the United States, as
well as in other regions of the United States and Canada, and is able to ship products to other international
destinations.
Logistics
The Company formed PBFX, a publicly traded master limited partnership, to own or lease, operate, develop and
acquire crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets.
PBFX's assets consist of (i) a rail terminal which has a double loop track and ancillary pumping and unloading
equipment located at the Delaware City refinery; (ii) a truck terminal that was comprised of six lease automatic
custody transfer units accepting crude oil deliveries by truck located at the Toledo refinery; (iii) a heavy crude
unloading rack located at the Delaware City refinery; (iv) a tank farm, including a propane storage and loading
facility at the Toledo refinery; and (v) an interstate petroleum products pipeline and 15 lane truck loading rack
both located at the Delaware City refinery. PBFX provides various rail and truck terminaling services and storage
services to PBF Holding and/or its subsidiaries through long-term commercial agreements. PBFX currently does
not generate third party revenue and as such intersegment related revenues are eliminated in consolidation. Prior
to the PBFX Offering, PBFX's assets were operated within the refining operations of the Company's Delaware
City and Toledo refineries. The PBFX assets did not generate third party or intra-entity revenue and were not
considered to be a separate reportable segment.
The Company evaluates the performance of its segments based primarily on income from operations. Income from
operations includes those revenues and expenses that are directly attributable to management of the respective
segment. The Logistics segment's revenues include intersegment transactions with the Company's Refining segment
at prices the Company believes are substantially equivalent to the prices that could have been negotiated with
unaffiliated parties with respect to similar services. Activities of the Company's business that are not included in
the two operating segments are included in Corporate. Such activities consist primarily of corporate staff operations
and other items that are not specific to the normal operations of the two operating segments. The Company does
not allocate certain items of other income and expense, including income taxes, to the individual segments. The
Refinery segment's operating subsidiaries and PBFX are primarily pass-through entities with respect to income
taxes.
Disclosures regarding our reportable segments with reconciliations to consolidated totals for year ended
December 31, 2015 and December 31, 2014 are presented below. The Logistics segment's results include financial
information of the predecessor of PBFX for periods prior to May 13, 2014, and the financial information of PBFX
for the period beginning May 14, 2014, the completion date of the PBFX Offering. In connection with the Delaware
City Products Pipeline and Truck Rack Acquisition, the accompanying segment information has been
retrospectively adjusted to include the historical results of the Delaware City Products Pipeline and Truck Rack
for all periods presented through December 31, 2015.
Prior to the PBFX Offering, the Company did not operate the PBFX assets independent of the Refining segment.
Total assets of each segment consist of net property, plant and equipment, inventories, cash and cash equivalents,
accounts receivables and other assets directly associated with the segment’s operations. Corporate assets consist
F- 60
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
primarily of deferred tax assets, property, plant and equipment and other assets not directly related to our refinery
and logistic operations.
Year Ended December 31, 2015
Refining
Logistics
Corporate
Eliminations
Consolidated Total
Revenues
$
13,123,929
$
142,102
$
— $
(142,102) $
13,123,929
Depreciation and amortization expense
Income (loss) from operations
Interest expense, net
Capital expenditures (a)
181,147
441,033
17,061
969,895
6,582
96,376
21,254
2,046
9,688
(177,298)
67,872
9,139
—
—
—
—
197,417
360,111
106,187
981,080
Year Ended December 31, 2014
Refining
Logistics
Corporate
Eliminations
Consolidated Total
Revenues
$
19,828,155
$
59,403
$
— $
(59,403) $
19,828,155
Depreciation and amortization expense
Income (loss) from operations
Interest expense, net
Capital expenditures
162,326
283,646
23,618
577,896
4,473
20,514
2,672
47,805
13,583
(156,496)
72,474
5,631
—
—
—
—
180,382
147,664
98,764
631,332
Year Ended December 31, 2013
Refining
Logistics
Corporate
Eliminations
Consolidated Total
Revenues
$
19,151,455
$
8,513
$
— $
(8,513) $
19,151,455
Depreciation and amortization expense
Income (loss) from operations
Interest expense, net
Capital expenditures
95,551
442,742
19,531
359,534
3,071
(14,415)
(13)
47,192
12,857
(99,928)
74,266
8,976
—
—
—
—
111,479
328,399
93,784
415,702
Total assets
$
5,087,554
$
422,902
$
618,617
$
(23,949) $
6,105,124
Refining
Logistics
Corporate
Eliminations
Consolidated Total
Balance at December 31, 2015
Total assets
$
4,312,618
$
407,989
$
455,031
$
(11,630) $
5,164,008
(a) The Refining segment includes capital expenditures of $565,304 for the acquisition of the Chalmette refinery on November 1, 2015.
Refining
Logistics
Corporate
Eliminations
Consolidated Total
Balance at December 31, 2014
F- 61
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
22. NET INCOME PER SHARE OF PBF ENERGY
The following table sets forth the computation of basic and diluted net income (loss) per Class A common share
attributable to PBF Energy for the periods subsequent to the IPO:
Basic Earnings Per Share:
Numerator for basic net income (loss) per Class A
common share net income attributable to PBF
Energy
Denominator for basic net income per Class A
common share-weighted average shares
Basic net income (loss) attributable to PBF Energy
per Class A common share
$
$
Year Ended December 31,
2015
2014
2013
146,401
$
(38,237) $
39,540
88,106,999
74,464,494
32,488,369
1.66
$
(0.51) $
1.22
Diluted Earnings Per Share:
Numerator:
Net income (loss) attributable to PBF Energy Inc.
$
146,401
$
(38,237) $
39,540
Plus: Net income attributable to noncontrolling
interest (1)
Less: Income tax on net income per Class A
common share (1)
Numerator for diluted net income (loss) per Class A
common share net income attributable to PBF
Energy (1)
Denominator (1):
14,257
(5,646)
—
—
—
—
$
155,012
$
(38,237) $
39,540
Denominator for basic net income (loss) per Class A
common share-weighted average shares
88,106,999
74,464,494
32,488,369
Effect of dilutive securities:
Conversion of PBF LLC Series A Units
Common stock equivalents (2)
Denominator for diluted net income (loss) per
5,530,568
501,283
—
—
—
572,712
common share-adjusted weighted average shares
94,138,850
74,464,494
33,061,081
Diluted net income (loss) attributable to PBF Energy
per Class A common share
$
1.65
$
(0.51) $
1.20
F- 62
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
——————————
(1)
The net income attributable to PBF Energy, used in the numerator of the diluted earnings per share
calculation is adjusted to reflect the net income, as well as the corresponding income tax (based on a
39.6% effective tax rate for the year ended December 31, 2015 and a 40.2% effective tax rate for the
years ended December 31, 2014 and 2013, respectively) attributable to the converted units. The
potential conversion of 21,249,314 and 64,164,045 PBF LLC Series A Units for the years ended
December 31, 2014 and 2013, respectively, were excluded from the denominator in computing diluted
net income per share because including them would have had an antidilutive effect. As the PBF LLC
Series A Units were not included, the numerator used in the calculation of diluted net income per share
was equal to the numerator used in the calculation of basic net income per share and does not include
the net income and related income tax expense associated with the potential conversion of the PBF
LLC Series A Units.
(2)
Represents an adjustment to weighted-average diluted shares outstanding to assume the full exchange
of common stock equivalents, including options and warrants for PBF LLC Series A Units and options
for shares of PBF Energy Class A common stock. Common stock equivalents excludes the effects of
options to purchase 2,943,750, 2,401,875 and 1,320,000 shares of PBF Energy Class A common stock
because they are anti-dilutive for the years ended December 31, 2015, 2014 and 2013, respectively.
23. 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, 2015 and 2014.
We have 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. We have posted cash margin with various counterparties to support hedging and trading activities. The cash
margin posted is required by counterparties as collateral deposits and cannot be offset against the fair value of open
contracts except in the event of default. We have no derivative contracts that are subject to master netting
arrangements that are reflected gross on the balance sheet.
F- 63
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
As of December 31, 2015
Fair Value Hierarchy
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
$
631,280
$
— $
— $
631,280
N/A
$
631,280
Marketable securities
Non-qualified pension plan assets
Commodity contracts
Derivatives included with
inventory intermediation
agreement obligations
Derivatives included with
inventory supply arrangement
obligations
Liabilities:
Commodity contracts
Catalyst lease obligations
234,258
9,325
63,810
—
—
49,960
—
—
—
—
—
31,256
3,543
35,511
—
2,522
31,802
—
—
—
—
234,258
9,325
98,609
35,511
—
52,482
31,802
N/A
N/A
(52,482)
—
—
(52,482)
234,258
9,325
46,127
35,511
—
—
—
31,802
As of December 31, 2014
Fair Value Hierarchy
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
$
5,575
$
— $
— $
5,575
N/A
$
5,575
Marketable securities
Non-qualified pension plan assets
Commodity contracts
Derivatives included with
inventory intermediation
agreement obligations
Derivatives included with
inventory supply arrangement
obligations
Liabilities:
Commodity contracts
Catalyst lease obligations
234,930
5,494
—
—
—
—
234,930
5,494
N/A
N/A
415,023
12,093
1,715
428,831
(397,676)
234,930
5,494
31,155
94,834
4,251
94,834
4,251
—
—
397,676
(397,676)
—
36,559
—
36,559
—
—
390,144
—
94,834
4,251
7,338
36,559
—
—
194
—
F- 64
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
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.
• Marketable securities, consisting primarily of US Treasury securities, categorized in Level 1 of the fair
value hierarchy are measured at fair value based on quoted market prices.
• Non-qualified pension plan assets categorized in Level 1 of the hierarchy are measured at fair value using
a market approach based on published net asset values of mutual funds and included within deferred
charges and other assets, net.
• 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 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 price used to value these swaps was derived
using broker quotes, prices from other third party sources and other available market based data.
• The derivatives included with inventory supply arrangement obligations, derivatives included with
inventory intermediation agreement obligations and the catalyst lease 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.
The table below summarizes the changes in fair value measurements of commodity contracts categorized in
Level 3 of the fair value hierarchy:
Year Ended December 31,
2015
2014
Balance at beginning of period
$
1,521
$
Purchases
Settlements
Unrealized loss included in earnings
Transfers into Level 3
Transfers out of Level 3
Balance at end of period
—
(15,222)
17,244
—
—
(23,365)
—
(22,055)
46,941
—
—
$
3,543
$
1,521
There were no transfers between levels during the years ended December 31, 2015 and 2014, respectively.
F- 65
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
Fair value of debt
The table below summarizes the fair value and carrying value as of December 31, 2015 and 2014.
Senior Secured Notes due 2020 (a)
Senior Secured Notes due 2023 (a)
PBFX Senior Notes (a)
PBFX Term Loan (b)
Rail Facility (b)
Catalyst leases (c)
PBFX Revolving Credit Facility (b)
Revolving Loan (b)
December 31, 2015
Fair
value
Carrying
value
December 31, 2014
Carrying
value
Fair
value
$
669,644
$
706,246
$
668,520
$
675,580
500,000
350,000
234,200
67,491
31,802
24,500
—
492,452
321,722
234,200
67,491
31,802
24,500
—
—
—
234,900
37,270
36,559
275,100
—
—
—
234,900
37,270
36,559
275,100
—
Less - Current maturities
Less - Unamortized deferred financing costs
1,877,637
1,878,413
1,252,349
1,259,409
—
41,282
—
n/a
—
32,280
—
n/a
Long-term debt
$
1,836,355
$
1,878,413
$
1,220,069
$
1,259,409
(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 Senior
Secured Notes and PBFX Senior Notes.
(b) The estimated fair value approximates carrying value, categorized as a Level 2 measurement, as these borrowings
bear interest based upon short-term floating market interest rates.
(c) Catalyst leases are valued using a market approach based upon commodity prices for similar instruments quoted
in active markets and are categorized as a Level 2 measurement. The Company has elected the fair value option
for accounting for its catalyst lease repurchase obligations as the Company's liability is directly impacted by the
change in fair value of the underlying catalyst.
24. DERIVATIVES
The Company uses derivative instruments to mitigate certain exposures to commodity price risk. The Company’s
crude supply agreements contained purchase obligations for certain volumes of crude oil and other feedstocks. In
addition, the Company entered into Inventory Intermediation Agreements that contain purchase obligations for
certain volumes of intermediates and refined products. The purchase obligations related to crude oil, feedstocks,
intermediates and refined products under these agreements are derivative instruments that have been designated
as fair value hedges in order to hedge the commodity price volatility of certain refinery inventory. The fair value
of these purchase obligation derivatives is based on market prices of the underlying crude oil and refined products.
The level of activity for these derivatives is based on the level of operating inventories.
As of December 31, 2015, there were no barrels of crude oil and feedstocks (662,579 barrels at December 31,
2014) outstanding under these derivative instruments designated as fair value hedges and no barrels (no barrels at
December 31, 2014) outstanding under these derivative instruments not designated as hedges. As of December 31,
2015, there were 3,776,011 barrels of intermediates and refined products (3,106,325 barrels at December 31, 2014)
outstanding under these derivative instruments designated as fair value hedges and no barrels (no barrels at
F- 66
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
December 31, 2014) outstanding under these derivative instruments not designated as 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, 2015, there were
39,577,000 barrels of crude oil and 4,599,136 barrels of refined products (47,339,000 and 1,970,871, respectively,
as of December 31, 2014), outstanding under short and long term commodity derivative contracts not designated
as hedges representing the notional value of the contracts.
The following tables provide information about the fair values of these derivative instruments as of December 31,
2015 and December 31, 2014 and the line items in the consolidated balance sheet in which the fair values are
reflected.
Description
Derivatives designated as hedging instruments:
December 31, 2015:
Derivatives included with inventory supply arrangement obligations
Derivatives included with the inventory intermediation agreement
obligations
December 31, 2014:
Derivatives included with inventory supply arrangement obligations
Derivatives included with the inventory intermediation agreement
obligations
Derivatives not designated as hedging instruments:
December 31, 2015:
Commodity contracts
December 31, 2014:
Commodity contracts
Balance Sheet
Location
Fair Value
Asset/
(Liability)
Accrued expenses
Accrued expenses
Accrued expenses
Accrued expenses
$
$
$
$
—
35,511
4,251
94,834
Accounts receivable $
46,127
Accounts receivable $
31,155
F- 67
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
The following tables provide information about the gains or losses recognized in income on these derivative
instruments and the line items in the consolidated financial statements in which such gains and losses are reflected.
Description
Derivatives designated as hedging instruments:
For the year ended December 31, 2015:
Derivatives included with inventory supply arrangement obligations
Derivatives included with the inventory intermediation agreement
obligations
For the year ended December 31, 2014:
Derivatives included with inventory supply arrangement obligations
Derivatives included with the inventory intermediation agreement
obligations
For the year ended December 31, 2013
Derivatives included with inventory supply arrangement obligations
Derivatives included with the inventory intermediation agreement
obligations
Derivatives not designated as hedging instruments:
For the year ended December 31, 2015:
Commodity contracts
For the year ended December 31, 2014:
Commodity contracts
For the year ended December 31, 2013
Commodity contracts
Hedged items designated in fair value hedges:
For the year ended December 31, 2015:
Crude oil and feedstock inventory
Intermediate and refined product inventory
For the year ended December 31, 2014:
Crude oil and feedstock inventory
Intermediate and refined product inventory
For the year ended December 31, 2013
Crude oil and feedstock inventory
Intermediate and refined product inventory
Location of Gain
or (Loss)
Recognized in
Income on
Derivatives
Gain or (Loss)
Recognized in
Income on
Derivatives
Cost of sales
Cost of sales
Cost of sales
Cost of sales
Cost of sales
Cost of sales
Cost of sales
Cost of sales
Cost of sales
Cost of sales
Cost of sales
Cost of sales
Cost of sales
Cost of sales
Cost of sales
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
(4,251)
(59,323)
4,428
88,818
(5,773)
6,016
32,416
146,016
(88,962)
4,251
59,323
(4,428)
(88,818)
(1,491)
(6,016)
The Company had no ineffectiveness related to the fair value hedges as of December 31, 2015 and December 31,
2014. Ineffectiveness related to the Company's fair value hedges resulted in a loss of $7,264 for the year ended
December 31, 2013, recorded in cost of sales. Gains and losses due to ineffectiveness, resulting from the difference
in the forward and spot rates of the underlying crude inventory related to the derivatives included with inventory
supply arrangement obligations, were excluded from the assessment of hedge effectiveness.
F- 68
PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
25. SUBSEQUENT EVENTS
Dividend Declared
On February 11, 2016, the Company announced a dividend of $0.30 per share on outstanding Class A common
stock. The dividend is payable on March 8, 2016 to Class A common stockholders of record at the close of business
on February 22, 2016.
PBFX Distributions
On February 11, 2016, PBFX announced a distribution of $0.41 per unit on outstanding common and subordinated
units of PBFX. The distribution is payable on March 8, 2016 to unit holders of record at the close of business on
February 22, 2016.
PBFX Plains Asset Purchase
On February 2, 2016, PBFX announced that one of its wholly-owned subsidiaries has entered into an agreement
to purchase the assets of four refined product terminals located in the greater Philadelphia region from an affiliate
of Plains All American Pipeline, L.P. for total cash consideration of $100,000. The acquisition is expected to close
in the second quarter of 2016, subject to customary closing conditions.
F- 69
PBF ENERGY INC. AND SUBSIDIARIES
QUARTERLY FINANCIAL DATA
(unaudited, in thousands)
The following table summarizes quarterly financial data for the years ended December 31, 2015 and 2014
(in thousands, except per share amounts).
Revenues
Income (loss) from operations
Net income (loss)
Net income (loss) attributable to PBF
Energy Inc.
Earnings per common share - assuming
dilution
Revenues
Income (loss) from operations
Net income (loss)
Net income (loss) attributable to PBF
Energy Inc.
Earnings per common share -assuming
dilution
2015 Quarter Ended
March 31
2,995,136
172,410
103,119
$
June 30
3,550,664
273,796
158,460
$
September 30
3,217,640
92,267
55,495
December 31
$
3,360,489
(178,362)
(121,541)
87,321
135,810
42,799
(119,529)
1.00
$
1.57
$
0.49
$
(1.24)
2014 Quarter Ended
March 31
4,746,443
260,207
183,272
$
June 30
5,301,709
87,850
45,836
$
September 30
5,260,003
281,113
170,012
$
December 31
4,520,000
(481,506)
(320,849)
77,444
20,959
140,971
(277,611)
1.42
$
0.29
$
1.60
$
(3.34)
$
$
$
$
During the three months ended December 31, 2015, the Company recorded an adjustment to the lower of cost or
market which resulted in a net pre-tax impact of $346,100 reflecting the change in the lower of cost or market
inventory reserve from $771,300 at September 30, 2015 to approximately $1,117,300 at December 31, 2015. During
the three months December 31, 2014, the Company recorded an adjustment to value its inventory to the lower of
cost or market which resulted in a net pre-tax impact of $690,100. The Company did not have any lower of cost
or market reserve as of September 30, 2014.
F- 70
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
PBF ENERGY INC.
(Registrant)
By:
/s/ Thomas J. Nimbley
(Thomas J. Nimbley)
Chief Executive Officer
(Principal Executive Officer)
Date: February 29, 2016
POWER OF ATTORNEY
Each of the officers and directors of PBF Energy Inc., whose signature appears below, in so signing, also makes, constitutes
and appoints each of Erik Young, Matthew Lucey and Trecia Canty, and each of them, his true and lawful attorneys-in-fact,
with full power and substitution, for him in any and all capacities, to execute and cause to be filed with the SEC any and all
amendments to this Annual Report on Form 10-K, with exhibits thereto and other documents connected therewith and to perform
any acts necessary to be done in order to file such documents, and hereby ratifies and confirms all that said attorneys-in-fact
or their substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Thomas J. Nimbley
(Thomas J. Nimbley)
/s/ Erik Young
(Erik Young)
/s/ John Barone
(John Barone)
/s/ Thomas D. O’Malley
(Thomas D. O’Malley)
/s/ Spencer Abraham
(Spencer Abraham)
/s/ Jefferson F. Allen
(Jefferson F. Allen)
/s/ Wayne Budd
(Wayne Budd)
/s/ Gene Edwards
(Gene Edwards)
/s/ William Hantke
(William Hantke)
/s/ Dennis Houston
(Dennis Houston)
/s/ Edward F. Kosnik
(Edward F. Kosnik)
/s/ Robert J. Lavinia
(Robert J. Lavinia)
/s/ Eija Malmivirta
(Eija Malmivirta)
Chief Executive Officer and Director
February 29, 2016
(Principal Executive Officer)
Senior Vice President, Chief Financial Officer
February 29, 2016
(Principal Financial Officer)
Chief Accounting Officer
(Principal Accounting Officer)
February 29, 2016
Executive Chairman of the
February 29, 2016
Board of Directors
Director
Director
Director
Director
Director
Director
Director
Director
Director
February 29, 2016
February 29, 2016
February 29, 2016
February 29, 2016
February 29, 2016
February 29, 2016
February 29, 2016
February 29, 2016
February 29, 2016
[THIS PAGE INTENTIONALLY LEFT BLANK]
BOARD OF DIRECTORS
Thomas D. O’Malley
Executive Chairman
Thomas J. Nimbley
Chief Executive Officer and Director
Spencer Abraham
Chairman of Compensation Committee, Member of Nominating and
Corporate Governance Committees
Jefferson F. Allen
Chairman of Audit Committee and Member of Compensation Committee
Wayne A. Budd
Chairman of Nominating and Corporate Governance Committees
Gene Edwards
Member of Nominating and Corporate Governance and
Health, Safety & Environmental Committees
William Hantke
Director
Dennis Houston
Chairman of Health, Safety & Environmental Committee and
Member of Audit Committee
Edward Kosnik
Member of Audit Committee
Robert J. Lavinia
Director
Eija Malmivirta
Member of Compensation and Health,
Safety & Environmental Committees
CORPORATE HEADQUARTERS
1 Sylvan Way, Second Floor
Parsippany, New Jersey, 07054
COMMON STOCK
New York Stock Exchange Symbol: PBF
INVESTOR RELATIONS
Colin Murray
973-455-7578
TRANSFER AGENT AND REGISTRAR
Questions regarding stock holdings, certificate
replacement/transfer, and address changes
should be directed to:
AMERICAN STOCK TRANSFER & TRUST COMPANY
Operations Center
6201 15th Avenue
Brooklyn, NY 11219
(800) 937-5449
www.amstock.com
AUDITORS
Deloitte
CORPORATE OFFICERS
Thomas J. Nimbley
Chief Executive Officer
Matthew C. Lucey
President
Erik Young
Chief Financial Officer
Trecia Canty
General Counsel
Thomas O’Connor
Senior Vice President, Commercial
Herman Seedorf
Senior Vice President of Refining
Jeffrey Dill
President, PBF Energy Western Region LLC
(1)
Pro forma for the acquisition of the Torrance refinery which is expected to close in the second quarter of 2016
Paul Davis
Senior Vice President, Western Region Commercial Operations