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, 2022
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
Commission File Number: 333-206728-02
PBF ENERGY INC.
PBF ENERGY COMPANY LLC
(Exact name of registrant as specified in its charter)
Delaware
Delaware
45-3763855
61-1622166
(State or other jurisdiction of incorporation
or organization)
(I.R.S. Employer Identification No.)
One Sylvan Way, Second Floor
Parsippany New Jersey
(Address of principal executive offices)
07054
(Zip Code)
(973) 455-7500
(Registrants’ telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act.
Title of Each Class
Class A Common Stock, par value $.001
Trading Symbol Name of Each Exchange on Which Registered
New York Stock Exchange
PBF
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.
PBF Energy Inc.
PBF Energy Company LLC o Yes x No
x Yes o 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.
o Yes x No
PBF Energy Inc.
PBF Energy Company LLC o Yes x 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.
x Yes o No
PBF Energy Inc.
PBF Energy Company LLC x Yes o No
Indicate by check mark whether the registrant has submitted electronically 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).
x Yes o No
PBF Energy Inc.
PBF Energy Company LLC x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
PBF Energy
Inc.
PBF Energy
Company LLC
Large
accelerated
filer
Large
accelerated
filer
☒
☐
Accelerated
filer
Accelerated
filer
☐
☐
Non-
accelerated
filer
Non-
accelerated
filer
☐
☒
Smaller
reporting
company ☐
Smaller
reporting
company ☐
Emerging growth
company
Emerging growth
company
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act.
o
PBF Energy Inc.
PBF Energy Company LLC o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under section 404(b) of the Sarbanes-Oxley Act (15
U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
PBF Energy Inc.
☒
PBF Energy Company LLC ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial
statements of the registrant included in the filing reflect the correction of an error to previously issued financial
statements.
PBF Energy Inc.
o
PBF Energy Company LLC o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery
period pursuant to §240.10D-1(b).
PBF Energy Inc.
o
PBF Energy Company LLC o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
PBF Energy Inc.
PBF Energy Company LLC ☐ Yes ☒ No
The aggregate market value of the Common Stock of PBF Energy Inc. held by non-affiliates as of June 30,
2022, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately
$3.5 billion based upon the New York Stock Exchange Composite Transaction closing price.
As of February 9, 2023, PBF Energy Inc. had outstanding 128,975,077 shares of Class A common stock and 13
shares of Class B common stock. PBF Energy Inc. is the sole managing member of, and owner of an equity
interest representing approximately 99.3% of the outstanding economic interest in PBF Energy Company LLC
as of December 31, 2022. There is no trading in the membership interest of PBF Energy Company LLC and
therefore an aggregate market value based on such is not determinable. PBF Energy Company LLC has no
common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
PBF Energy Inc. intends to file with the Securities and Exchange Commission a definitive Proxy Statement for
its Annual Meeting of Stockholders within 120 days after December 31, 2022. Portions of the Proxy Statement
are incorporated by reference in Part III of this Form 10-K to the extent stated herein.
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
TABLE OF CONTENTS
PART I
Item 1.
Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Properties
Legal Proceedings
Item 4. Mine Safety Disclosures
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer
Purchases of Equity Securities
Item 6.
[RESERVED]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
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
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Item 12.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
PART IV
SIGNATURES
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52
52
53
55
56
58
59
104
106
106
106
107
107
108
108
108
108
108
109
2
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:
“AB 32” refers to the greenhouse gas emission control regulations in the state of California to comply
with Assembly Bill 32.
“ANS” refers to Alaskan North Slope crude oil reflective of West Coast economics, characterized by
API gravity between 28° and 35°.
“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.
“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” is an abbreviation for barrels per day.
“CAM Pipeline” or “CAM Connection Pipeline” refers to the Clovelly-Alliance-Meraux pipeline in
Louisiana.
“CARB” refers to the California Air Resources Board; gasoline and diesel fuel sold in the state of
California are regulated by CARB and require stricter quality and emissions reduction performance than
required by other states.
“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.
“COVID-19” refers to the 2019 outbreak of the novel coronavirus pandemic.
“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, (b) the 4-3-1 crack spread, which is a benchmark utilized by our
Toledo and Torrance refineries 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 and (c) the 3-2-1 crack spread, which is a benchmark utilized by our Martinez
refinery that approximates the per barrel refining margin resulting from processing three barrels of crude
oil to produce two barrels of gasoline and three-quarters of a barrel jet fuel and one-quarter of a barrel
ULSD.
3
“Dated Brent” refers to Brent blend oil, a light, sweet North Sea crude oil, characterized by an
American Petroleum Institute (“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.
“ESG” refers to environmental, social, and governance matters.
“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. It is used in the United States as a gasoline octane enhancer and oxygenate.
“ExxonMobil” refers to Exxon Mobil Corporation.
“FCC” refers to fluid catalytic cracking.
“feedstocks” refers to crude oil and partially refined products that are processed and blended into refined
products.
“GAAP” refers to U.S. generally accepted accounting principles developed by the Financial Accounting
Standard 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 Class A common stock which closed on
December 18, 2012.
“IRA” refers to the Inflation Reduction Act; a U.S. federal law enacted on August 16, 2022 that resulted
in significant law changes related to tax, climate change, energy, and health care. The tax provision
includes, but is not limited to, a corporate alternative minimum tax of 15%, excise tax of 1% on certain
corporate stock buy-backs, energy-related tax credits and incentives, and additional Internal Revenue
Service (“IRS”) funding.
“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.
4
“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.
“LLS” refers to Light Louisiana Sweet benchmark for crude oil reflective of Gulf coast economics for
light sweet domestic and foreign crudes. It is characterized by an API gravity of between 35° and 40° and
a sulfur content of approximately .35 weight percent.
“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 the master limited partnership.
“MMBTU” refers to million British thermal units.
“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 the Chalmette refinery and transports Heavy
Louisiana Sweet (HLS) and South Louisiana Intermediate (SLI) crude.
“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.
“OSHA” refers to the Occupational Safety and Health Administration of the U.S. Department of Labor.
“PADD” refers to Petroleum Administration for Defense Districts.
“refined products” refers to petroleum products, such as gasoline, diesel and jet fuel, that are produced
by a refinery.
“Renewable Fuel Standard” (“RFS”) refers to the Renewable Fuel Standard issued pursuant to the
Energy Independence and Security Act of 2007 implementing mandates to blend renewable fuels into
petroleum fuels produced and sold in the United States.
“RINs” refers to renewable fuel credits required for compliance with the RFS.
“Saudi Aramco” refers to Saudi Arabian Oil Company.
“SEC” refers to the United States Securities and Exchange Commission.
5
“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.
“Sunoco” refers to Sunoco, LLC.
“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.
“turnaround” refers to a periodically required shutdown and comprehensive maintenance event to
refurbish and maintain a refinery unit or units that involves the cleaning, repair, and inspection of such
units and occurs generally on a periodic cycle.
“ULSD” refers to ultra-low-sulfur diesel.
“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.
6
Explanatory Note
This Annual Report on Form 10-K is filed by PBF Energy Inc. (“PBF Energy”) and PBF Energy
Company LLC (“PBF LLC”). Each Registrant hereto is filing on its own behalf all of the information contained
in this report that relates to such Registrant. Each Registrant hereto is not filing any information that does not
relate to such Registrant, and therefore makes no representation as to any such information. PBF Energy 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 99.3% of the outstanding economic
interests in PBF LLC as of December 31, 2022. 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 and PBF LLC. Discussions or areas of this
report that either apply only to PBF Energy or PBF LLC are clearly noted in such sections. Unless the context
indicates otherwise, the terms “Company”, “we,” “us,” and “our” refer to both PBF Energy and PBF LLC and
its consolidated subsidiaries, including PBF Holding Company LLC (“PBF Holding”), PBF Investments LLC,
Toledo Refining Company LLC, Paulsboro Refining Company LLC (“PRC”), Delaware City Refining
Company LLC (“DCR”), Chalmette Refining, L.L.C. (“Chalmette Refining”), PBF Energy Western Region
LLC (“PBF Western Region”), Torrance Refining Company LLC (“Torrance Refining”), Torrance Logistics
Company LLC, Martinez Refining Company LLC (“MRC”), PBF Logistics GP LLC (“PBFX GP”) and PBF
Logistics LP (“PBFX”) and its subsidiaries.
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 to the extent such statements relate to the
operations of an entity that is not a limited liability company or a partnership. 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.
7
ITEM. 1 BUSINESS
Overview and Corporate Structure
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, Gulf Coast and West Coast of the United States, as well as in other
regions of the United States, Canada and Mexico and are able to ship products to other international
destinations. We own and operate six domestic oil refineries and related assets. Our refineries have a combined
processing capacity, known as throughput, of approximately 1,000,000 bpd, and a weighted-average Nelson
Complexity Index of 12.7 based on current operating conditions. The complexity and throughput capacity of our
refineries are subject to change dependent upon configuration changes we make to respond to market
conditions, as well as a result of investments made to improve our facilities and maintain compliance with
environmental and governmental regulations. We operate in two reportable business segments: Refining and
Logistics.
PBF Energy 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 Holding is a wholly-owned subsidiary of PBF LLC and is the parent company for our refining
operations. PBFX is an indirect wholly-owned subsidiary of PBF LLC that owns and operates logistics assets
that support our refining operations.
As of December 31, 2022, PBF Energy held 129,660,538 PBF LLC Series C Units and our current and
former executive officers and directors and certain employees and others held 910,457 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 PBF Energy’s issued and outstanding shares of its Class A common stock
have approximately 99.3% of the voting power in PBF Energy, and the members of PBF LLC other than PBF
Energy through their holdings of Class B common stock have approximately 0.7% of the voting power in PBF
Energy.
8
The following map details the locations of our refineries (each as defined below):
9
Refining
Our six refineries are located in Delaware City, Delaware, Paulsboro, New Jersey, Toledo, Ohio,
Chalmette, Louisiana, Torrance, California and Martinez, California. In 2020, we reconfigured our Delaware
City and Paulsboro refineries (the “East Coast Refining Reconfiguration”), temporarily idling certain of our
major processing units at the Paulsboro refinery, in order to operate the two refineries as one functional unit that
we refer to as the “East Coast Refining System”. Each refinery is briefly described in the table below:
Refinery
Delaware City
Region
East Coast
Nelson
Complexity
Index (1)
13.6
Throughput
Capacity (in barrels
per day) (1)
180,000
Paulsboro
East Coast
8.8(3)
155,000(3)
Toledo
Mid-Continent
Chalmette
Gulf Coast
Torrance
West Coast
Martinez
West Coast
11.0
13.0
13.8
16.1
180,000
185,000
166,000
157,000
1
2
3
5
5
PADD Crude Processed (2)
1
light sweet through
heavy sour
light sweet through
heavy sour
light sweet
light sweet through
heavy sour
medium and heavy
medium and heavy
Source (2)
water, rail
water
pipeline, truck,
rail
water, pipeline
pipeline,
water, truck
pipeline and
water
________
(1) Reflects operating conditions at each refinery as of the date of this filing. Changes in complexity and
throughput capacity reflect the result of current market conditions, in addition to investments made to improve
our facilities and maintain compliance with environmental and governmental regulations. Configurations at
each of our refineries are regularly evaluated and accordingly updated, which resulted in the restart of several
idled processing units at the Paulsboro refinery in 2022.
(2) Reflects the typical crude and feedstocks and related sources utilized under normal operating conditions and
prevailing market environments.
(3) Under normal operating conditions and prevailing market environments, our Nelson Complexity Index and
throughput capacity for the Paulsboro refinery would be 13.1 and 180,000, respectively. As a result of the East
Coast Refining Reconfiguration and subsequent restart of several idled processing units at the Paulsboro
refinery, our Nelson Complexity Index and throughput capacity were reduced.
Logistics
PBFX, an indirect wholly-owned subsidiary of PBF Energy and PBF LLC, owns or leases, operates,
develops and acquires crude oil and refined products terminals, pipelines, storage facilities and similar logistics
assets. PBFX engages in the receiving, handling, storage and transferring of crude oil, refined products, natural
gas and intermediates from sources located throughout the United States and Canada for PBF Energy in support
of its refineries, as well as for third-party customers. The majority of PBFX’s revenues are derived from long-
term, fee-based commercial agreements with PBF Holding, which include minimum volume commitments, for
receiving, handling, storing and transferring crude oil, refined products and natural gas. 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, other than those with third
parties, are eliminated by us in consolidation.
See “Item 1A. Risk Factors” and “Item 13. Certain Relationships and Related Transactions, and Director
Independence.”
10
Recent Developments
Merger Transaction
On July 27, 2022, PBF Energy, PBF LLC, PBFX Holdings Inc., a Delaware corporation and wholly
owned subsidiary of PBF LLC (“PBFX Holdings”), Riverlands Merger Sub LLC, a Delaware limited liability
company and wholly owned subsidiary of PBF LLC (“Merger Sub”), PBFX, and PBFX GP entered into a
definitive agreement (the “Merger Agreement”) pursuant to which PBF Energy and PBF LLC announced their
intention to acquire all of the publicly held common units in PBFX representing limited partner interests in the
MLP not already owned by certain wholly-owned subsidiaries of PBF Energy and its affiliates on the closing
date of the transaction (the “Merger Transaction”). The Merger Transaction closed on November 30, 2022 and
PBFX became an indirect wholly-owned subsidiary of PBF Energy and PBF LLC.
At the effective time of the closing of the Merger Transaction (the “Effective Time”), pursuant to the
terms of the Merger Agreement, each PBFX Public Common Unit was converted into the right to receive: (i)
0.270 of a share of Class A Common Stock, par value $0.001 per share, of PBF Energy (the “PBF Energy
Common Stock,” and such consideration, the “Stock Consideration”), (ii) $9.25 in cash, without interest
(together with the Stock Consideration, the “Merger Consideration”), and (iii) any cash in lieu of fractional
shares of PBF Energy Common Stock to which the holder thereof became entitled upon surrender of such
PBFX Public Common Units in accordance with the Merger Agreement. Such Merger Agreement consideration
totaled $303.7 million in cash and resulted in the issuance of 8,864,684 PBF Energy common shares. The PBFX
Common Units owned by PBF LLC and PBFX Holdings and the non-economic general partner interest remain
outstanding and were unaffected by the Merger. There was no change in ownership of the non-economic
general partner interest.
Renewable Diesel Project
We are currently progressing on our renewable diesel project that will be located at our Chalmette
refinery. The project will incorporate certain existing idled assets at the refinery, including an idle hydrocracker,
along with a newly-constructed pre-treatment unit to establish a 20,000 bpd renewable diesel production
facility. We continue to invest capital costs for the facility and related project infrastructure with a plan of
commencing operations in the first half of 2023.
Additionally, as disclosed in “Note 24, Subsequent Events”, on February 15, 2023 we entered into a
definitive agreement with Eni Sustainable Mobility, a subsidiary of Eni SpA (“Eni”), to partner in a 50-50 joint
venture, St. Bernard Renewables LLC, “SBR” which will own the renewable diesel facility that is currently
under construction at our Chalmette refinery. Upon consummation of the transaction, which is subject to
customary closing conditions, including regulatory approvals, Eni will contribute capital and expertise in
renewable diesel operations, supply and marketing while we will continue to manage project execution and will
serve as the operator of the facility once construction is complete.
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 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.
11
The diagram below depicts our organizational structure as of December 31, 2022:
12
Operating Segments
We operate in two reportable business segments: Refining and Logistics. Our six oil refineries,
including certain related logistics assets that are not owned by PBFX, are engaged in the refining of crude oil
and other feedstocks into petroleum products, and represent the Refining segment. PBFX operates certain
logistics assets such as crude oil and refined products terminals, pipelines and storage facilities. Certain of
PBFX’s assets were previously operated and owned by various subsidiaries of PBF Holding and were acquired
by PBFX in a series of transactions since its inception. PBFX is reported in the Logistics segment. A substantial
majority of PBFX’s revenues are derived from long-term, fee-based commercial agreements with PBF Holding
and its subsidiaries and these intersegment related revenues are eliminated in consolidation. See “Note 20 -
Segment Information” of our Notes to Consolidated Financial Statements, for detailed information on our
operating results by business segment.
Refining Segment
We own and operate six refineries (two of which are operated as a single unit) that provide us with
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, Gulf Coast and West Coast of the United States, as well as in other regions of the United
States, Canada and Mexico, and are able to ship products to other international destinations.
Our refinery assets as of December 31, 2022 are described below.
East Coast Refining System (Delaware City Refinery and Paulsboro Refinery)
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. The
Delaware City refinery is a fully integrated operation that receives crude via rail at our crude unloading
facilities, or via ship or barge at the docks owned by the Delaware City refinery located on the Delaware River.
The crude and other feedstocks are stored in an extensive tank farm prior to processing. In addition, there is a
15-lane, 76,000 bpd capacity truck loading rack located adjacent to the refinery and a 23-mile interstate pipeline
that are used to distribute clean products. The Paulsboro refinery is located on approximately 950-acres on the
Delaware River in Paulsboro, New Jersey, near Philadelphia and approximately 30 miles away from Delaware
City. Paulsboro receives crude and feedstocks via its marine terminal on the Delaware River.
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, as well as other high sulfur feedstock when
economically viable, and is one of the largest and most complex refineries on the East Coast. The Delaware City
refinery is one of two heavy crude processing refineries, the other being our Paulsboro refinery, on the East
Coast of the United States. The Delaware City coking capacity is 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,
54,500 bpd fluid coking unit and 24,000 bpd hydrocracking unit.
13
The following table approximates the East Coast Refining System’s current major process unit capacities.
Unit capacities are shown in barrels per stream day.
Delaware City Refinery Units
Crude Distillation Unit
Vacuum Distillation Unit
Fluid Catalytic Cracking Unit
Hydrotreating Units
Hydrocracking Unit
Catalytic Reforming Unit
Benzene / Toluene Extraction Unit
Butane Isomerization Unit
Alkylation Unit
Polymerization Unit
Fluid Coking Unit
Paulsboro Refinery Units
Crude Distillation Units (1)
Vacuum Distillation Units (1)
Fluid Catalytic Cracking Unit (1)
Hydrotreating Units (1)
Catalytic Reforming Unit (1)
Alkylation Unit (1)
Lube Oil Processing Unit
Delayed Coking Unit (1)
Propane Deasphalting Unit
__________________________
Nameplate
Capacity
180,000
105,000
82,000
180,000
24,000
43,000
15,000
6,000
12,500
16,000
54,500
Nameplate
Capacity
155,000
50,000
Idled
102,000
29,000
Idled
12,000
Idled
11,000
(1) Current nameplate capacity was fully or partially reduced as part of the East Coast Refining
Reconfiguration.
Feedstocks and Supply Arrangements. We source our crude oil needs for Delaware City primarily
through short-term and spot market agreements. We have a contract with Saudi Aramco pursuant to which we
have purchased up to approximately 100,000 bpd of crude oil from Saudi Aramco that is processed at the
Paulsboro refinery. The crude purchased under this contract is priced off the ASCI.
Refined Product Yield and Distribution. The Delaware City refinery predominantly produces gasoline, jet
fuel, ULSD and ultra-low sulfur heating oil as well as certain other products. Products produced at the Delaware
City refinery are transferred to customers through pipelines, barges or at its truck rack. We market and sell all of
our refined products independently to a variety of customers on the spot market or through term agreements.
The Paulsboro refinery predominantly manufactures Group I base oils or lubricants and asphalt and jet fuel.
Products produced at the Paulsboro refinery are transferred to customers primarily through pipelines, barges, or
at its truck rack. We market and sell all of our refined products independently to a variety of customers on the
spot market or through term agreements.
14
Inventory Intermediation Agreement. On October 25, 2021, we entered into a third amended and restated
inventory intermediation agreement with J. Aron, (the “Third Inventory Intermediation Agreement”), to support
the operations of the Delaware City, Paulsboro and Chalmette refineries (collectively, the “PBF Entities”). The
Third Inventory Intermediation Agreement expires on December 31, 2024, which term may be further extended
by mutual consent of the parties to December 31, 2025.
Pursuant to the Third Inventory Intermediation Agreement, J. Aron purchases and holds title to certain
inventory, including crude oil, intermediate and certain finished products (the “J. Aron Products”), purchased or
produced by the Paulsboro and Delaware City refineries (and, at the election of the PBF Entities, the Chalmette
refinery) (the "Refineries") and delivered into our storage tanks at the Refineries (the “Storage Tanks”). The J.
Aron Products are sold back to us as the J. Aron Products are discharged out of our Storage Tanks. At
expiration or termination of the Third Inventory Intermediation Agreement, we will have to repurchase the
inventories outstanding under the Third Inventory Intermediation Agreement at that time.
Tankage Capacity. The Delaware City refinery has total storage capacity of approximately 10.0 million
barrels. Of the total, approximately 3.6 million barrels of storage capacity are dedicated to crude oil and other
feedstock storage with the remaining 6.4 million barrels allocated to finished products, intermediates and other
products. 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 Delaware City refinery consumes
approximately 75,000 MMBTU per day of natural gas supplied via pipeline from third parties. 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, two heat recovery steam
generators on the gas turbines, and is supplemented by secondary boilers at the FCC and Coker. Hydrogen is
currently provided via the refinery’s steam methane reformer and continuous catalytic reformer.
Under normal operating conditions, the Paulsboro refinery currently consumes approximately 40,000
MMBTU per day of natural gas supplied via pipeline from third parties. The Paulsboro refinery is mostly self-
sufficient for electrical power through a mix of gas and steam turbine generators. The Paulsboro refinery
generation supplies all of the 20MW total refinery load. There are circumstances where available generation is
greater than the total refinery load, and the Paulsboro refinery can export up to about 40MW of power to the
utility grid if warranted. If necessary, supplemental electrical power is available on a guaranteed basis from the
local utility. The Paulsboro refinery is connected to the grid via three separate 69KV aerial feeders and has the
ability to run entirely on imported power. Steam is produced in three boilers and a heat recovery steam
generator fed by the exhaust from the gas turbine. In addition, there are a number of waste heat boilers and
furnace stack economizers throughout the refinery that supplement the steam generation capacity. The
Paulsboro refinery’s hydrogen needs are met by the steam methane reformer and the catalytic reformer.
Toledo Refinery
Overview. The Toledo refinery primarily processes a slate of light, sweet crudes from Canada, the Mid-
Continent, the Bakken region and the U.S. Gulf Coast. The Toledo refinery is located on a 282-acre site near
Toledo, Ohio, approximately 60 miles from Detroit. Crude is delivered to the Toledo refinery through three
primary pipelines: (1) Enbridge from the north, (2) Patoka from the west 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.
15
The following table approximates the Toledo refinery’s current major process unit capacities. Unit
capacities are shown in barrels per stream day.
Toledo Refinery Units
Crude Distillation Unit
Fluid Catalytic Cracking Unit
Hydrotreating Units
Hydrocracking Unit
Catalytic Reforming Units
Alkylation Unit
Polymerization Unit
UDEX Unit
Nameplate
Capacity
180,000
82,000
95,000
52,000
52,000
11,000
7,000
16,300
Feedstocks and Supply Arrangements. We source our crude oil needs for the Toledo refinery primarily
through short-term and spot market agreements.
Refined Product Yield and Distribution. The Toledo refinery produces finished products, including
gasoline, jet and ULSD, in addition to a variety of high-value petrochemicals including benzene, toluene,
xylene, nonene and tetramer. The Toledo refinery 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 L.P. 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 the Toledo refinery’s gasoline and ULSD are distributed
through various terminals in this network.
We have 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 expires in June 2025, subject to certain early termination rights. 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.
Energy and Other Utilities. Under normal operating conditions, the Toledo refinery consumes
approximately 25,000 MMBTU per day of natural gas supplied via pipeline from third parties. The Toledo
refinery purchases its electricity from the PJM grid 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, the Toledo refinery
consumes a portion of the steam that is generated by its various process units.
16
Chalmette Refinery
Overview. The Chalmette refinery is located on a 400-acre site near New Orleans, Louisiana. It is a dual-
train coking refinery and is capable of processing both light and heavy crude oil through its 185,000 bpd crude
units and downstream 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. In addition, there is also a marine terminal
capable of importing waterborne feedstocks and loading or unloading finished products. There is also a clean
products truck rack that provides access to local markets and crude storage. We are currently progressing on our
renewable diesel project that will be located at our Chalmette refinery. The project will incorporate certain
existing idled assets at the refinery, including an idle hydrocracker, along with a newly-constructed pre-
treatment unit to establish a 20,000 bpd renewable diesel production facility which is set to be started in the first
half of 2023.
The following table approximates the Chalmette refinery’s current major process unit capacities. Unit
capacities are shown in barrels per stream day.
Chalmette Refinery Units
Crude Distillation Units
Vacuum Distillation Unit
Fluid Catalytic Cracking Unit
Hydrotreating Units
Delayed Coking Unit
Catalytic Reforming Unit
Alkylation Unit
Aromatics Extraction Unit
Nameplate
Capacity
185,000
114,000
75,000
189,000
42,000
42,000
17,000
17,000
Feedstocks and Supply Arrangements. We source our crude oil and feedstock needs for the Chalmette
refinery through connections to the CAM Pipeline and MOEM Pipeline, as well as our marine terminal, and
through short-term and spot market agreements.
Refined Product Yield and Distribution. The Chalmette refinery predominantly produces gasoline and
diesel fuels and also manufactures high-value petrochemicals including benzene and xylene. Products produced
at the Chalmette refinery are transferred to customers through pipelines, the marine terminal and truck rack. The
majority of our clean products are delivered to customers via pipelines. Our ownership of the Collins pipeline
and T&M terminal provides the Chalmette refinery with strategic access to Southeast and East Coast markets
through third-party logistics.
Inventory Intermediation Agreement. At the election of the PBF Entities, certain inventory at the
Chalmette refinery may be held by J. Aron pursuant to the Third Inventory Intermediation Agreement. Refer to
East Coast Refining System (Delaware City refinery and Paulsboro refinery), above, for further details.
Tankage Capacity. The Chalmette refinery has a total tankage capacity of approximately 8.1 million
barrels. Of this total, approximately 2.6 million barrels are allocated to crude oil storage with the remaining 5.5
million barrels allocated to intermediates and products.
Energy and Other Utilities. Under normal operating conditions, the Chalmette refinery consumes
approximately 25,000 MMBTU per day of natural gas supplied via pipeline from third parties. The Chalmette
refinery purchases its electricity from a local utility and has a long-term contract to purchase hydrogen from a
third-party supplier.
17
Torrance Refinery
Overview. The Torrance refinery is located on 750-acres in Torrance, California. It is a high-conversion
crude, delayed-coking refinery capable of processing both heavy and medium crude oils through its crude unit
and downstream units. In addition to refining assets, the Torrance refinery acquisition included 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 logistics asset is a
crude gathering and transportation system which delivers San Joaquin Valley crude oils directly from the field
to the refinery. Additionally, there are several pipelines serving the refinery that provide access to sources of
waterborne crude oils including the Ports of Long Beach and Los Angeles, as well as clean product outlets with
a direct pipeline that supplies jet fuel to the Los Angeles airport that are held by affiliates of the refinery.
The following table approximates the Torrance refinery’s current major process unit capacities. Unit
capacities are shown in barrels per stream day.
Torrance Refinery Units
Crude Distillation Unit
Vacuum Distillation Unit
Fluid Catalytic Cracking Unit
Hydrotreating Units
Hydrocracking Unit
Alkylation Unit
Delayed Coking Unit
Nameplate
Capacity
166,000
102,000
90,000
155,500
25,000
25,500
58,000
Feedstocks and Supply Arrangements. The Torrance refinery primarily processes a variety of medium
and heavy crude oils. We have a crude supply agreement with ExxonMobil for approximately 60,000 bpd of
crude oil that can be processed at our Torrance refinery. This crude supply agreement has an automatic renewal
feature, unless either party gives thirty-six months written termination notice. Additionally, we obtain crude and
feedstocks from other sources through connections to third-party pipelines as well as ship docks and truck racks.
Refined Product Yield and Distribution. The Torrance refinery predominantly produces gasoline, jet fuel
and diesel fuels. Products produced at the Torrance refinery are transferred to customers through pipelines, the
marine terminal and truck rack. The majority of clean products are delivered to customers via pipelines. We
currently market and sell all of our refined products independently to a variety of customers either on the spot
market or through term agreements.
Tankage Capacity. The Torrance refinery has a total tankage capacity of approximately 8.6 million
barrels. Of this total, approximately 2.1 million barrels are allocated to crude oil storage with the remaining 6.5
million barrels allocated to intermediates and products.
Energy and Other Utilities. Under normal operating conditions, the Torrance refinery consumes
approximately 47,000 MMBTU per day of natural gas supplied via pipeline from third parties. The Torrance
refinery generates some power internally using a combination of steam and gas turbines and purchases any
additional needed power from the local utility. The Torrance refinery has a long-term contract to purchase
hydrogen from a third-party supplier.
18
Martinez Refinery
Overview. The Martinez refinery is located on an 860-acre site in the City of Martinez, 30 miles northeast
of San Francisco, California. The refinery is a high-conversion, dual-coking facility with a Nelson Complexity
Index of 16.1, making it one of the most complex refineries in the United States. The facility is strategically
positioned in Northern California and provides for operating and commercial synergies with the Torrance
refinery located in Southern California. In addition to refining assets, the Martinez refinery includes a number
of high-quality onsite logistics assets including a deep-water marine facility, product distribution terminals and
refinery crude and product storage facilities with approximately 8.8 million barrels of shell capacity.
The following table approximates the Martinez refinery’s current major process unit capacities. Unit
capacities are shown in barrels per stream day.
Martinez Refinery Units
Crude Distillation Unit
Vacuum Distillation Unit
Fluid Catalytic Cracking Unit
Hydrotreating Units
Hydrocracking Unit
Alkylation Unit
Delayed Coking Unit
Flexi Coking Unit
Isomerization Unit
Nameplate
Capacity
157,000
102,000
72,000
268,000
42,900
12,500
25,500
22,500
15,000
Feedstocks and Supply Arrangements. We have entered into various five-year crude supply agreements
with Shell Oil Products for approximately 150,000 bpd, in the aggregate, to support our West Coast and Mid-
Continent refinery operations. Additionally, we obtain crude and feedstocks from other sources through
connections to third-party pipelines as well as ship docks.
Refined Product Yield and Distribution. We entered into certain offtake agreements for our West Coast
system with Shell Oil Products for clean products with varying terms up to 15 years. We currently market and
sell all of our refined products independently to a variety of customers either on the spot market or through term
agreements.
Tankage Capacity. Martinez has a total tankage capacity of approximately 8.8 million barrels. Of this
total, approximately 2.5 million barrels are allocated to crude oil storage with the remaining 6.3 million barrels
allocated to intermediates and products.
Energy and Other Utilities. Under normal operating conditions, the Martinez refinery consumes
approximately 80,000 MMBTU per day of natural gas (including natural gas consumed in hydrogen production)
supplied via pipeline from third parties. The Martinez refinery generates some power internally using a
combination of steam and gas turbines and purchases any additional needed power from the local utility. The
Martinez refinery has a long-term contract to purchase hydrogen from a third-party supplier.
19
Logistics Segment
PBFX, an indirect wholly-owned subsidiary of PBF Energy and PBF LLC, is a partnership that owns
or leases, operates, develops and acquires crude oil and refined products terminals, pipelines, storage facilities
and similar logistics assets. PBFX’s operations represent the Logistics segment. PBFX engages in the receiving,
handling, storage and transferring of crude oil, refined products, natural gas and intermediates from sources
located throughout the United States and Canada for PBF Energy in support of its refineries, as well as for third-
party customers. PBFX’s revenue from third-party transactions constituted approximately 13.5% of its revenues
in 2022. All other revenues were generated from commercial agreements with PBF Holding. 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, other than those with third
parties, are eliminated by PBF Energy and PBF LLC in consolidation.
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, 2022, 2021 and
2020, gasoline and distillates accounted for 88.5%, 86.2% and 84.7% of our revenues, respectively.
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. In addition, we have product offtake
arrangements for a portion of our clean products. For the years ended December 31, 2022 and December 31,
2021 only one customer, Shell plc (“Shell”), accounted for 10% or more of our revenues (approximately 14%
and 15% respectively). As of December 31, 2022 and December 31, 2021, only one customer, Shell, accounted
for 10% or more of our total trade accounts receivable (approximately 19% and 26%, respectively).
Seasonality
Traditionally, 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. However, due to global supply disruptions, the
effects of seasonality on our operating results have been less impactful in 2022 and 2021.
Competition
The refining business is very competitive. We compete directly with various other refining companies on
the East, Gulf and West 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.
20
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 all of our crude oil and substantially all other feedstocks from unaffiliated sources.
The availability and cost of crude oil and feedstock are 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.
Pursuant to its RFS, EPA has implemented mandates to blend renewable fuels into the petroleum fuels
produced and sold in the United States. However, unlike certain of our competitors, we currently do not produce
renewable fuels, and increasing the volume of renewable fuels that must be blended into our products displaces
an increasing volume of our refineries’ 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 continue to
purchase RINs, which historically had, and we expect to have, fluctuating costs based on market conditions.
Corporate Offices
We currently lease approximately 63,000 square feet for our principal corporate offices in Parsippany,
New Jersey. The lease for our principal corporate offices expires in 2026. Functions performed in the
Parsippany office include overall corporate management, refinery and health, safety and environmental
management, planning and strategy, corporate
logistics, contract
administration, marketing, investor relations, governmental affairs, accounting, tax, treasury, information
technology, legal and human resources support functions.
finance, commercial operations,
We lease approximately 8,800 square feet for our regional corporate office in Long Beach, California.
The lease for our Long Beach office expires in 2026. Functions performed in the Long Beach office include
overall regional corporate management, planning and strategy, commercial operations, logistics, contract
administration, marketing and governmental affairs.
We lease approximately 5,000 square feet for our regional corporate office in The Woodlands, Texas.
The lease for The Woodlands office expires in 2032. Functions performed in The Woodlands include pipeline
control center operations and logistics operations, engineering and regulatory support functions.
Employees and Human Capital
Safety
We believe our responsibility to our employees, neighbors, shareholders, other stakeholders and the
environment is only fulfilled through our commitment to safety and reliability. Through rigorous training,
sharing of expertise across our sites, continuous monitoring and through promoting a culture of excellence in
operations, we continuously strive to keep our people, the communities in which we operate in and the
environment safe.
We are subject to the requirements of OSHA and comparable state statutes that regulate the protection of
the health and safety of workers. In addition, the OSHA Hazard Communication Standard requires that
information be maintained about hazardous materials used or produced in operations and that this information
be provided to employees, state and local government authorities and citizens. We believe that our operations
are in compliance with OSHA requirements, including general industry standards, record keeping requirements
and monitoring of occupational exposure to regulated substances.
21
Development and Retention
The development, attraction and retention of employees is a critical success factor for our Company. To
support the advancement of our employees, we offer rigorous training and development programs and
encourage the sharing of expertise across our sites. We actively promote inclusion and diversity in our
workforce at each of our locations and provide our employees with opportunities to give back through
engagement in our local communities through supportive educational programs, philanthropic and volunteer
activities.
We believe that a combination of competitive compensation and career growth and development
opportunities help increase employee morale and reduce voluntary turnover. Our comprehensive benefit
packages are competitive in the marketplace and we believe in recognizing and rewarding talent through our
various cash and equity compensation programs.
Headcount
As of December 31, 2022, we had approximately 3,616 employees, of which 1,912 are covered by
collective bargaining agreements. Our hourly employees are covered by collective bargaining agreements
through the United Steel Workers (“USW”), the Independent Oil Workers (“IOW”) and the International
Brotherhood of Electrical Workers (“IBEW”). We consider our relations with the represented employees to be
satisfactory.
Employees
covered by
collective
bargaining
agreements
—
Number of
employees
414
525
270
490
582
588
96
561
90
3,616
372
174
297
5
323
319
11
41
4
304
14
23
10
15
1,912
Location
Headquarters
Delaware City
refinery
Paulsboro refinery
Toledo refinery
Chalmette refinery
Torrance refinery
Torrance logistics
Martinez refinery
Other Logistics
assets
Total employees
Collective bargaining
agreements
N/A
Expiration
date
N/A
USW
IOW
USW
USW
USW
USW
IBEW
USW
USW
USW
IBEW
USW-East Coast Storage Assets
USW- East Coast Terminals
USW- East Coast Terminals
January 2026
March 2026
February 2026
February 2026
January 2026
January 2026
January 2026
April 2024
January 2026
February 2026
February 2026
January 2026
April 2024
March 2028
22
Information About Our Executive Officers
The following is a list of our executive officers as of February 16, 2023:
Name
Thomas Nimbley
Matthew Lucey
Karen B. Davis
Paul Davis
Thomas O’Connor
Trecia Canty
Steven Steach
Wendy Ho Tai
Jim Fedena
Age (as of
December 31,
2022 )
Position
71
49
66
60
50
53
66
56
58
Chief Executive Officer and Chairman of the Board of Directors
President
Interim Chief Financial Officer
Senior Vice President, Supply, Trading and Optimization
Senior Vice President, Commodity Risk and Strategy
Senior Vice President, General Counsel & Corporate Secretary
Senior Vice President, Refining
Senior Vice President, Human Resources
Senior Vice President, Logistics, Renewable Fuels, and Strategic Assets
Thomas Nimbley has served as our Chief Executive Officer since June 2010 and on our Board of
Directors since October 2014. He has served as the Chairman of our Board since July 2016. 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 PBFX 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
Petroleum Company (“Phillips”) 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 Corporation (“Tosco”) in September
2001, Mr. Nimbley served in various positions with Tosco and its subsidiaries starting in April 1993.
Matthew 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. Mr. Lucey is
also a director of certain of our subsidiaries, including PBFX GP. 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.
Karen B. Davis has served as our Chief Financial Officer, on an interim basis, since January 1, 2023. Ms.
Davis previously served as Executive Vice President and Chief Financial Officer of Western Refining, Inc. and
its affiliated entities, Western Refining Logistics LP and Northern Tier Energy, LP through May 2017. During
her career, she has served in various chief financial officer and financial reporting officer positions with various
public and private companies throughout the United States. Ms. Davis served as an independent director of PBF
Energy from January 1, 2020 to December 31, 2022 and the Chairperson of the Audit Committee from October
1, 2020 to December 31, 2022. From 2017 through 2019, she served as an independent director of PBFX GP,
where she was a member of the Audit and the Conflicts Committees.
Paul Davis has served as our Senior Vice President, Supply, Trading and Optimization since April 2022.
He previously served as President, PBF Western Region from September 2017 to April 2022. Mr. Davis joined
us in April 2012 and held various executive roles in our commercial operations, including Co-Head of
Commercial, prior to serving as Senior Vice President, Western Region Commercial Operations from
September 2015 to September 2017. Previously, Mr. Davis was responsible for managing the U.S. clean
products commercial operations for Hess Energy Trading Company from 2006 to 2012. Prior to that, Mr. Davis
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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
in various operational and commercial positions, including sourcing refinery feedstocks and crude oil and the
disposition of refined products, as well as optimization roles within refineries.
Thomas O’Connor has served as our Senior Vice President, Commodity Risk and Strategy since April
2022. He previously served as Senior Vice President, Commercial from September 2015 to April 2022. 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 us, 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.
Trecia Canty has served as our Senior Vice President, General Counsel and Corporate Secretary since
September 2015. In her role, Ms. Canty is responsible for the legal department and outside counsel, which
provide a broad range of support for the Company’s business activities, including corporate governance,
compliance, litigations and mergers and acquisitions. Previously, Ms. Canty was named Vice President, Senior
Deputy General Counsel and Assistant Secretary in October 2014 and led our commercial and finance legal
operations since joining us in November 2012. Ms. Canty is also a director of certain of our subsidiaries. Prior
to joining us, 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.
Steven Steach has served as our Senior Vice President, Refining since February 1, 2022 and has
responsibility for our refining operations. He originally joined us in November 2015 in advance of the
acquisition of the Torrance refinery and served as the Vice President and Refinery Manager of the Torrance
refinery from its acquisition on July 1, 2016 until January 31, 2022. Before joining PBF, Mr. Steach was
Refinery Manager for ConocoPhillips in Billings, MT, for four years. Prior to Billings, Mr. Steach was
Operations Manager for ConocoPhillips at their Los Angeles refinery for a total of nine years, including Site
Manager at the Carson plant.
Wendy Ho Tai has served as our Senior Vice President, Human Resources since April 2022. She
previously served as Vice President, Human Resources from March 2015 to April 2022 and as Senior Director,
Compensation and Benefits from October 2010 to February 2015. In her tenure, Ms. Ho Tai has established the
PBF benefit plans, implemented the HR information system and assisted in the integration of the employees of
all acquisitions. Previously, Ms. Ho Tai held human resources management positions with Petro, Inc. and
MarketSmart Interactive.
Jim Fedena has served as our Senior Vice President, Logistics, Renewable Fuels, and Strategic Assets
since April 2022. He previously served as a Senior Vice President of Health, Safety and Environment from June
2010 to January 2013. From June 2010 through February 2011, he also served as the Delaware City refinery
Manager during the reactivation period and, from January 2013 to April 2022, he served as Senior Vice
President – Logistics, including for PBFX. Prior to joining PBF Energy he served as managing partner for PJF
Associates providing consulting services for private equity firms on refining acquisitions in North America and
Europe. Mr. Fedena has over 30 years of oil industry experience in refining, pipelines, and terminal operations.
He also served in various positions with Premcor, ConocoPhillips, Phillips, Tosco and Coastal with
responsibility for health, safety and environmental programs.
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Environmental, Health and Safety Matters
Our refineries, pipelines and related operations are subject to extensive and frequently changing federal,
state and local laws and regulations, including, but not limited to, those relating to the discharge of materials
into the environment or that otherwise relate to the protection of the environment, 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.
We incorporate by reference into this Item the environmental disclosures contained in the following
sections of this report:
•
Item 1A. “Risk Factors”
◦ Our results of operations continue to be impacted by significant costs to comply with renewable fuels
mandates. The market prices for RINs have been volatile and may harm our profitability;
◦ We may have capital needs for which our internally generated cash flows and other sources of
liquidity may not be adequate;
◦ 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;
◦ Potential further laws and regulations related to climate change could have a material adverse impact
on our operations and adversely affect our facilities;
◦ Regulation of emissions of greenhouse gases could force us to incur increased capital expenditures
and operating costs that could have a material adverse effect on our results of operations and financial
condition;
◦ 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;
◦ Our pipelines are subject to federal and/or state regulations, which could reduce profitability and the
amount of cash we generate;
◦ 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;
◦ Enhanced scrutiny on ESG matters and developments related to climate change may negatively impact
our business and our access to capital markets;
◦ 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.
•
•
Item 3. “Legal Proceedings”
Item 8. “Financial Statements and Supplementary Data”
◦ Note 7 - Accrued Expenses,
◦ Note 10 - Other Long-Term Liabilities and
◦ Note 12 - Commitments and Contingencies
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Applicable Federal and State Regulatory Requirements
As is the case with all companies engaged in industries similar to ours, we face potential exposure to
future claims and lawsuits involving environmental and safety 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.
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.
We incorporate by reference into this Item the federal and state regulatory requirements disclosures
contained in the following sections of this report:
•
Item 8. “Financial Statements and Supplementary Data”
◦ Note 12 - Commitments and Contingencies
26
ITEM 1A. RISK FACTORS
Summary of Risk Factors
Investing in our common stock involves a degree of risk. These risks are discussed more fully below and
include, but are not limited to, the following, any of which could have a material adverse effect on our financial
condition, results of operations and cash flows:
Risks Relating to Our Business and Industry
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
The price volatility of crude oil, other feedstocks, blendstocks, refined products and fuel and utility
services;
Volatility in commodity prices and refined product demand;
Crude oil differentials and related factors, which fluctuate substantially;
Significant interruptions or casualty losses at any of our refineries and related assets or logistics
terminals, pipelines or other facilities;
Interruptions of supply and distribution at our refineries;
Renewable fuels mandates and the cost of RINs;
Existence of capital needs for which our internally generated cash flows and other sources of liquidity
may not be adequate;
Regulation of emissions of greenhouse gases and other regulatory, environmental and health and safety
regulations;
Completion and successful commencement of commercial operation of the renewable diesel project;
Enhanced scrutiny on ESG matters;
Ability to realize the anticipated benefits of the Merger Transaction;
Rate of inflation and its impacts on supply and demand, pricing, and supply chain disruption;
Actions taken by our competitors, including adjustments to refining capacity or renewable fuels
production in response to regulations and market conditions;
Volatility and uncertainty in the credit and capital markets, including as a result of higher interest rates;
Any political instability, including as a result of Russia’s military action in Ukraine, military strikes,
sustained military campaigns, terrorist activity, changes in foreign policy, or other catastrophic events;
A cyber-attack on, or other failure of, our technology infrastructure;
Competition from other companies in the refining industry;
Delays or cost increases related to capital spending programs;
Product liability claims, operational liability claims and other material litigation;
Acquisition or integration of new assets into our business;
Labor disruptions that would interfere with our operations;
Discontinuation of employment of any of our senior executives or other key employees;
Our activity in commodity derivatives markets.
Risks Related to Our Indebtedness
•
•
•
•
•
Our levels of indebtedness;
Our ability to secure necessary financing on acceptable terms;
Changes in our credit ratings;
Limitations on our operations arising out of restrictive covenants in our debt instruments;
Anti-takeover provisions in our indentures.
Risks Related to Our Organizational Structure and PBF Energy Class A Common Stock
•
•
•
PBF Energy’s dependence upon distributions from PBF LLC and its subsidiaries to pay taxes and meet
its other obligations;
The rights of other members of PBF LLC may conflict with the interests of PBF Energy Class A
common stockholders;
Obligations under the Tax Receivable Agreement, as defined below;
27
•
•
•
•
Prospect that dividend payments may not be declared in the future;
Anti-takeover provisions in our certificate of incorporation and bylaws and under Delaware law;
Volatility of our stock price;
Potential dilution of our current stockholders.
Risk Factors
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 PBF Energy Class A common
stock could fall.
Risks Relating to Our Business and Industry
Demand for our refined products can significantly decline due to changes in global and regional economic
conditions.
Business closings and layoffs in the markets we operate may adversely affect demand for our refined
products. Deterioration of general economic conditions or weak demand levels could require additional actions
on our part to lower our operating costs, including temporarily or permanently ceasing to operate units at our
facilities, as experienced in 2020 when certain assets were temporarily idled as part of the East Coast Refining
Reconfiguration. There may be significant incremental costs associated with such actions. Deterioration of
global and regional economic conditions may harm our liquidity and ability to repay our outstanding debt and
the trading price of PBF Energy’s Class A common stock.
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 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
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. Historically, refining margins 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.
The nature of our business has required 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. At December 31, 2022 and December 31, 2021, the replacement value of inventories exceeded
the LIFO carrying value, therefore no LCM inventory reserve was recorded. 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 impact to cost of products and other. For example, during the year
ended December 31, 2020, we recorded an adjustment to value our inventories to the lower of cost or market
which decreased income from operations and net income by $268.0 million and $196.7 million, respectively.
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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.
Our working capital, cash flows and liquidity can be significantly impacted by volatility in commodity prices
and refined product demand.
Payment terms for our crude oil purchases are typically longer than those terms we extend to our
customers for sales of refined products. Additionally, reductions in crude oil purchases tend to lag demand
decreases for our refined products. As a result of this timing differential, the payables for our crude oil
purchases are generally proportionally larger than the receivables for our refined product sales. As we are
normally in a net payables position, a decrease in commodity prices generally results in a use of working
capital. Given we process a significant volume of crude oil, the impact can materially affect our working capital,
cash flows and liquidity.
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 less expensive than benchmark crude oils, such as the heavy, sour crude
oils processed at our Delaware City, Paulsboro, Chalmette, Torrance and Martinez refineries. For our Toledo
refinery, aside from recent crude differential volatility, purchased crude prices have historically been above the
WTI benchmark, however, such crude slate 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 WTI/Dated Brent or related differentials narrow. A narrowing of the WTI/Dated
Brent differential may result in our Toledo refinery losing a portion of its crude oil price advantage over certain
of our competitors, which negatively impacts our profitability. In addition, efforts in Canada to control the
imbalance between its production and capacity to export crude may continue to result in price volatility and the
narrowing of the WTI/WCS differential, which is a proxy for the difference between light U.S. and heavy
Canadian crude oil, and may reduce our refining margins and adversely affect our profitability and earnings.
Divergent views have been expressed as to the expected magnitude of changes to these crude differentials in
future periods. Any continued or further narrowing of these differentials could have a material adverse effect on
our business and profitability.
Additionally, governmental and regulatory actions, including continued resolutions by the Organization
of the Petroleum Exporting Countries to restrict crude oil production levels and executive actions by the current
U.S. presidential administration to restrict the advancement of certain energy infrastructure projects such as the
Keystone XL pipeline or Enbridge's Line 5 pipeline, may continue to impact crude oil prices and crude oil
differentials. Any increase in crude oil prices or unfavorable movements in crude oil differentials due to such
actions or changing regulatory environment may negatively impact our ability to acquire crude oil at
economical prices and could have a material adverse effect on our business and profitability.
29
A significant interruption or casualty loss at any of our refineries and related assets or logistics terminals,
pipelines or other facilities 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 six refineries and related assets, as well as
logistics terminals, pipelines and other facilities. As a result, our operations could be subject to significant
interruption if any of our refineries or other facilities 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 logistics 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, including claims against us by third parties relating to our operations and
products. 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. Even where we have insurance in place, there can be no assurance that the carriers will honor
their obligations under the policies.
Our refineries are subject to interruptions of supply and distribution, including due to severe weather events,
as a result of our reliance on pipelines and railroads for transportation of crude oil and refined products.
Our Toledo, Chalmette, Torrance and Martinez refineries receive a significant portion of their crude oil
through our owned, as well as third-party, pipelines. These pipelines include the Enbridge system, Capline and
Mid-Valley pipelines for supplying crude to our Toledo refinery, the MOEM Pipeline and CAM Pipeline for
supplying crude to our Chalmette refinery and the San Joaquin Pipeline, San Pablo Bay Pipeline, San Ardo and
Coastal Pipeline systems for supplying crude to our Torrance and Martinez refineries. Additionally, our Toledo,
Chalmette, Torrance and Martinez refineries deliver a significant portion of the refined products through
pipelines. These pipelines include pipelines such as the Sunoco Logistics Partners L.P. and Buckeye Partners
L.P. pipelines at the Toledo refinery, the Collins pipeline at our Chalmette refinery, the Jet Pipeline to the Los
Angeles International Airport, the Product Pipeline to Vernon and the Product Pipeline to Atwood at our
Torrance refinery and the KinderMorgan SFPP North Pipeline at our Martinez refinery. 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.
30
The Delaware City rail unloading facilities and the assets acquired in connection with the acquisition of
CPI Operations LLC (the “East Coast Storage Assets”), allow our East Coast Refining System to source WTI-
based crudes from Western Canada and the Mid-Continent, which may provide significant cost advantages
versus traditional Brent-based international crudes in certain market environments. 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.
Due to the common carrier regulatory obligation applicable to interstate oil pipelines, capacity allocation
among shippers can become contentious in the event demand is 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.
In addition, substantial weather-related conditions could impact our relationships and arrangements with
our major customers and suppliers by materially affecting the normal flow of crude oil and refined products,
transportation
especially seaborne
infrastructures and lead to interruptions of our operations, including our ability to deliver our products, or
increases in costs to receive crude oil.
transactions. For example, severe weather events could damage
Our results of operations continue to be impacted by significant costs to comply with renewable fuels
mandates. 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, EPA
has issued the RFS, implementing mandates to blend renewable fuels into the petroleum fuels produced and
sold in the United States. Under the RFS, the volume of renewable fuels that obligated refineries must blend
into their finished petroleum fuels historically has increased on an annual basis. In addition, certain states have
passed legislation that requires minimum biodiesel blending in finished distillates. On October 13, 2010, EPA
raised the maximum amount of ethanol allowed under federal law from 10% to 15% for cars and light trucks
manufactured since 2007. The maximum amount allowed under federal law currently remains at 10% ethanol
for all other vehicles. Existing laws and regulations could change, and the minimum volumes of renewable fuels
that must be blended with refined petroleum fuels may increase. Because we do not currently produce
renewable fuels, increasing the volume of renewable fuels that must be blended into our products displaces an
increasing volume of our refinery’s product pool, potentially resulting in lower earnings and profitability. In
addition, in order to meet certain of these and future EPA requirements, we may be required to purchase RINs,
which may have fluctuating costs based on market conditions. The price of RINS was significant in 2022 and
could increase further in 2023. We incurred approximately $1,225.5 million in RINs costs during the year ended
December 31, 2022 as compared to $726.0 million and $326.4 million during the years ended December 31,
2021 and 2020, 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. On June 3, 2022, EPA finalized
the volumes of renewable fuels that obligated refineries must blend into their final petroleum fuels for years
2020, 2021, and 2022. On December 1, 2022, EPA proposed volume requirements and percentage standards
under the RFS program for 2023, 2024, and 2025, as well as making a series of important modifications to
strengthen and expand the RFS program. As a result, we could also experience fluctuating compliance costs in
the future if the volumes finalized by EPA differ from what has been proposed.
31
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 crude oil and refined products
inventory not covered by our various supply agreements and the Third Inventory Intermediation Agreement.
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 Third Inventory Intermediation Agreement with J. Aron, which is currently scheduled to expire in 2024,
would require us to finance the J. Aron Products covered by the agreement, which financing may not be
available at terms that are as favorable or at all. We are obligated to repurchase from J. Aron all volumes of the
J. Aron Products upon expiration or earlier termination of this agreement, which may have a material adverse
impact on our liquidity, 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
repay our indebtedness and other contractual obligations, support ongoing capital expenditures for equipment
maintenance and upgrades, including 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, Torrance and Martinez acquisitions, we assumed certain significant environmental obligations, and
we have assumed a portion of certain environmental liabilities that may arise in connection with the Martinez
acquisition 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 and Results of Operations.” Our liquidity and financial
condition will affect our ability to satisfy any and all of these needs or obligations.
We may incur significant liability under, or costs and capital expenditures to comply with, regulatory,
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 use and/or
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 and the health and safety of the surrounding community. Our operations are also subject to
extensive laws and regulations relating to occupational health and safety.
32
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 have become increasingly stringent over time, and
the cost of compliance with these requirements can be expected to increase over time. In addition, a failure to
comply with these laws and regulations could adversely impact our ability to operate. For example, on July 21,
2021, the board of Bay Area Air Quality Management District (“BAAQMD”) voted to adopt amendments to
“Regulation 6-5: Particulate Emissions from Refinery Fluidized Catalytic Cracking Units - 2021
Amendment” (“Rule 6-5 Amendment”) requiring compliance with more stringent standards for particulate
emissions from FCC units at refineries in the Bay Area that will be effective in 2026. The regulation does not
require that any specific technology be utilized to meet the new standards. The costs incurred by us to achieve
the new emissions standards at our Martinez refinery within the required timeframe may be significant, and
there can be no assurance that the measures we implement will achieve the required emissions reductions.
Additionally, on September 16, 2022, the state of California enacted SB 1322, The California Oil Refinery Cost
Disclosure Act. Effective in 2023, this bill will require operators of refineries in the state that produce gasoline
meeting California specifications, within 30 days of the end of each calendar month, to submit to the State
Energy Resources Conservation and Development Commission certain information regarding petroleum sales
volumes and prices.
Certain environmental laws impose strict, and in certain circumstances, joint and several, liability for
costs of investigation and cleanup of 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 spills, discharges or releases, 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, cash flows
and results of operations.
Potential further laws and regulations related to 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 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.
Regulation of emissions of greenhouse gases could force us to incur increased capital expenditures 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 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, EPA is taking steps to regulate GHGs under the existing federal Clean Air
Act. 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
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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 (such as AB 32). On September 23, 2020 the Governor of California issued an executive
order effectively banning the sale of new gasoline-powered passenger cars and trucks by 2035 and requiring
zero-emission medium to heavy duty vehicles by 2045 everywhere feasible. The executive order requires state
agencies to build out sufficient electric vehicle charging infrastructure. 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. Regulatory requirements also could adversely affect demand for the refined products that we
produce. Any increased costs or reduced demand could materially and adversely affect our business and results
of operations.
Requirements to reduce emissions could result in increased costs to operate and maintain our facilities as
well as implement and manage new emission controls and programs put in place. For example, in September
2016, the state of California enacted Senate Bill 32 which further reduces greenhouse gas emissions targets to
40 percent below 1990 levels by 2030. Two regulations implemented to achieve these goals are Cap-and-Trade
and the Low Carbon Fuel Standard (“LCFS”). In 2012, CARB implemented Cap-and-Trade. This program
currently places a cap on GHGs and we are required to acquire a sufficient number of credits to cover emissions
from our refineries and our in-state sales of gasoline and diesel. In 2009, CARB adopted the LCFS, which
required a 10% reduction in the carbon intensity of gasoline and diesel by 2020. In 2018, CARB amended the
LCFS to require a 20% reduction by 2030. Compliance is achieved through blending lower carbon intensity
biofuels into gasoline and diesel or by purchasing credits. Compliance with each of these programs is facilitated
through a market-based credit system. If sufficient credits are unavailable for purchase or we are unable to pass
through costs to our customers, we have to pay a higher price for credits or if we are otherwise unable to meet
our compliance obligations, our financial condition and results of operations could be adversely affected.
As noted above, on September 23, 2020, the California Governor issued Executive Order N-79-20
(“N-79-20 Order”) intended to further reduce GHGs within the state. The N-79-20 Order sets a 2035 goal of no
sale of internal combustion engines for passenger cars and pickup trucks within California, and a 2045 goal of
no sale of internal combustion engine medium- and heavy-duty trucks, and off-road vehicles and equipment.
However, the N-79-20 Order would still allow used internal combustion engine vehicles to be used and sold
after these dates. In an effort to accomplish the 2035 goal, on August 25, 2022, CARB voted unanimously to
adopt the Advanced Clean Cars II (“ACCII”) regulations. According to CARB, the ACCII regulations will
rapidly scale down light-duty passenger car, truck, and SUV emissions starting with the 2026 model year
through 2035. The regulations are two-pronged. First, they amend the California Zero-emission Vehicle
Regulation to require an increasing number of zero-emission vehicles, and rely on advanced vehicle
technologies, including battery-electric, hydrogen fuel cell electric, and plug-in hybrid electric vehicles, to meet
air quality and climate change emissions standards. Second, the regulations amend the California Low-emission
Vehicle Regulations to include increasingly stringent standards for gasoline cars and heavier passenger trucks to
continue to reduce smog-forming emissions while the sector transitions toward 100% electrification by 2035.
As to the 2045 goal, it is currently uncertain how the N-79-20 Order may be ultimately implemented by various
California regulatory agencies. In the event we do incur increased costs as a result of increased efforts to control
GHG emissions through future adopted regulatory requirements, we may not be able to pass these costs to our
customers. These future regulatory requirements also could adversely affect demand for the refined products
that we produce. Any increased costs or reduced demand could materially and adversely affect our business and
results of operations.
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Environmental clean-up and remediation costs of our sites and environmental litigation, including related to
climate change, could decrease our net cash flow, reduce our results of operations and impair our financial
condition.
We may be subject to liability for the investigation and clean-up of environmental contamination at each
of the properties that we own, lease, occupy or operate and at off-site locations where we arrange for the
treatment or disposal of regulated materials. We may become involved in litigation or other proceedings related
to the foregoing. If we were to be held responsible for damages in any such litigation or proceedings, such costs
may not be covered by insurance and may be material. Historical soil and groundwater contamination has been
identified at our refineries. Currently, remediation projects for such contamination are underway in accordance
with regulatory requirements at our refineries. In connection with the acquisitions of certain of our refineries
and logistics assets, 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. 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 business, financial condition, results
of operations and cash flow. 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 business, financial condition, results of operations
and cash flow. See “Item 1. Business—Environmental, Health and Safety Matters” and “Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Material Cash Requirements”.
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 various perfluorinated compounds,
including perfluorooctanoate, perfluorooctane sulfonate, perfluorohexane sulfonate, or other per-and
polyfluoroalkyl substances (collectively, “PFAS”), 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 business, financial condition,
results of operations and cash flow. Recently, we have been voluntarily cooperating with various local, state and
federal agencies in their review of the environmental and health effects of PFAS and additional PFAS-related
laws may be developed at the local, state and federal level that could lead to our incurring liability for damages
or other costs, civil or criminal proceedings, the imposition of fines and penalties, or other remedies or
otherwise affect our business. Governmental inquiries or lawsuits involving PFAS could lead to our incurring
liability for damages or other costs, civil or criminal proceedings, the imposition of fines and penalties, or other
remedies, as well as restrictions on or added costs for our business operations going forward, including in the
form of restrictions on discharges at our manufacturing facilities or otherwise. We may be subject to asserted or
unasserted claims and governmental regulatory proceedings and inquiries related to the use of PFAS in a variety
of jurisdictions.
Changes in law or interpretation of settled law and changes in policy, including with respect to climate
change, other environmental regulations or regulations mandating efficiency standards or the use of alternative
fuels or uncompetitive fuel components, could adversely affect our operations and results by increasing our cost
of compliance, delaying or eliminating available business opportunities and/or preventing or limiting existing
operations. Our operations also may give rise to federal, state or local government enforcement proceedings
alleging non-compliance with applicable laws or regulations.
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We operate in jurisdictions where very large and unpredictable punitive damage awards may occur in the
context of litigation. Private plaintiffs may also initiate legal action against us for alleged environmental
impacts. These parties may attempt to use the legal system to promote public policy agendas (including seeking
to reduce the production and sale of hydrocarbon products through litigation targeting the company or other
industry participants), gain political notoriety, or obtain monetary awards from the company. For example, in
recent years, private litigation has been increasingly initiated against oil and gas companies by local and state
agencies and private parties alleging climate change impacts arising from their operations and seeking damages
and equitable relief. We have not had any climate change litigation initiated against us to date and we cannot
reasonably predict whether any such litigation will be initiated against us or, if initiated, what the outcome
would be. If any such litigation were to be initiated against us, at a minimum, we would incur legal and other
expenses to defend such lawsuits, which amounts may be significant. If we failed to prevail in any such
litigation and were required to pay significant damages and/or materially alter the manner in which we conduct
our business, there could be a material adverse impact on our operations, financial condition or results of
operations.
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.
Record refining industry profits have raised the concern of public policy experts and federal and state
policymakers, who have questioned whether these profits are justified, or whether they constituted a
“windfall” to the industry and have proposed legislation that if enacted could adversely affect our
profitability.
In 2022, record refining industry profits have raised the concern of many public policy experts and
federal and state policymakers, who have questioned whether these profits were justified, or whether they
constituted a “windfall” to the industry and have proposed legislation that if enacted could adversely affect our
profitability. In particular, on December 5, 2022, the Governor of the State of California proposed a bill that
would impose a penalty on oil refiners in the State of California based on what the State determines to be
excessive profits. To the extent that such legislation is enacted in California or similar legislation is enacted in
any of the other jurisdictions in which we operate our refineries, our business, results of operations, profitability
and cash flows could be adversely impacted.
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.
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We may incur significant liabilities under, or costs and capital expenditures to comply with, health,
safety, environmental and other laws and 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, in addition to laws and
regulations affecting the transportation of crude oil by rail in North America.
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.
Our pending renewable diesel project may not commence operations when we expect, or at all, and, if
completed, we may not be able to successfully integrate the renewable diesel project into our business,
consummate the proposed joint venture or realize the anticipated benefits of this investment.
The completion of the renewable business project is subject to the successful incorporation of certain
existing idled assets at the Chalmette refinery, along with a newly-constructed pre-treatment unit to establish a
20,000 bpd renewable diesel production facility, with the goal of being in production in the first half of 2023.
Concurrent with our activities to progress the project, we entered into a definitive agreement with Eni
Sustainable Mobility, a subsidiary of Eni SpA (“Eni”) to partner in a 50-50 joint venture, SBR which will own
the renewable diesel facility upon consummation of the transaction, which is subject to customary closing
conditions, including regulatory approvals. There can be no assurance that we will close the transaction or
complete the renewable diesel project on the timeframe that we anticipate, or at all. Failure to complete the
renewable diesel project or any delays in completing it could have an adverse impact on our future business and
operations. In addition, we will have incurred significant capital and investment-related expenses without
realizing the expected benefits.
Additionally, if the renewable diesel project is completed and/or the proposed joint venture closes, we
will have certain obligations and liabilities to the joint venture as the construction manager, operator and
provider of services. Further, if the proposed transaction closes, the joint venture will be operated as a separate
entity and we will not fully control its operations. There can be no assurance that we will realize the anticipated
benefits and operating synergies of the renewable diesel facility or the joint venture. Our estimates regarding the
earnings, operating cash flow, capital expenditures and liabilities resulting from this investment may prove to be
incorrect. This project involves risks, including:
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diversion of management time and attention from our existing business;
reliance on our joint venture partner and their financial condition;
risk that our joint venture partner does not always share our goals and objectives; and
certain obligations that we have to fund capital expenditures relating to this project.
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Enhanced scrutiny on ESG matters and developments related to climate change may negatively impact our
business and our access to capital markets.
Enhanced scrutiny on ESG matters may impact our business as it relates to the use of refined products,
climate change, increasing public expectations on companies to address climate change, and potential use of
substitutes or replacements to our products may result in increased costs, reduced demand for our products,
reduced profits, increased regulations and litigation, and adverse impacts on our stock price and access to capital
markets. In addition, organizations that provide information to investors on corporate governance and related
matters have developed ratings for evaluating companies on their approach to ESG matters. Such ratings are
used by some investors to inform and advise their investment and voting decisions. Also, some stakeholders
may advocate for divestment of fossil fuel investments and encourage lenders to limit funding to companies
engaged in the manufacturing of refined products. Unfavorable ESG ratings and investment community
divestment initiatives may lead to negative investor and public sentiment toward the Company and to the
diversion of capital from our industry, which could have a negative impact on our stock price and our access to,
and costs of, capital. This scrutiny, coupled with changes in consumer behavior, attitudes and preferences with
respect to the generation and consumption of energy and the use of fossil fuels, may continue to result in (a) the
enactment of climate change related regulations, policies and initiatives, including alternative energy
requirements, (b) further technological advances related to the generation, storage and consumption of energy
through alternative methods such as wind and solar and (c) increased demand for and/or availability of non-
fossil fuel energy sources and related consumer products such as electric vehicles and renewable power
supplies. These developments may also lead to reduced demand for our products, a reduction in our revenue,
higher costs and an overall decrease in our profitability.
Additionally, increased attention and scrutiny regarding climate change has resulted in increased investor
attention and an increased risk of public and private litigation, which could increase our costs and/or otherwise
negatively affect our operations and overall profitability, and cause the market price of our Class A common
stock to decline.
We may fail to realize the anticipated benefits of the Merger Transaction.
On November 30, 2022, we completed the Merger Transaction, pursuant to which PBF Energy and PBF
LLC acquired all of the publicly held common units in PBFX representing limited partner interests in the MLP
not already owned by certain wholly-owned subsidiaries of PBF Energy and its affiliates. As a result of the
Merger Transaction, PBFX became an indirect wholly-owned subsidiary of PBF Energy and PBF LLC. The
Merger Transaction involves a number of significant risks and uncertainties that may adversely affect us,
including: our inability to realize anticipated synergies or other expected benefits or cost savings; failure to
successfully integrate systems, business processes, policies and procedures; exposure to unforeseen costs;
higher than anticipated transaction costs; potential loss of key employees, suppliers or customers; and other
challenges associated with managing the larger, more complex and integrated businesses. Many of these factors
will be outside of our control and any one of these factors could materially impact our business, financial
condition and results of operations. These benefits may not be achieved within the anticipated time frame, or at
all. Additional unanticipated costs may be incurred in the integration of the businesses. All of these factors
could negatively impact the price of our Class A common stock. As a result, we cannot assure you that the
Merger Transaction will result in the realization of the benefits anticipated from the transaction.
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Some of our competitors may have a competitive advantage by providing alternative energy sources or by
owning their own retail sites.
We compete with other companies and industries that may provide alternative means to satisfy fuel and
energy requirements to their customers or own their own retail network. The refining industry is highly
competitive with respect to petroleum product capacity and feedstock supply. We compete with many
companies for available supplies of crude oil and other feedstocks, and for third-party retail outlets for our
refined petroleum products. Such companies that produce alternative energy sources or own their own retail
sites may be better positioned to deal with changes in refining capacity, depressed refining margins or feedstock
shortages.
We may be negatively affected by the rate of inflation and its impact on the global economy.
Current inflation within the economy has resulted in increased interest rates and capital costs, contributed
to supply shortages, increased the cost of living and labor, and other related items. As a result of inflation,
which may continue, we expect to encounter higher increases in the cost of feedstocks, labor, materials, and
other inputs necessary in the refining of crude oil and other feedstocks. Although we may take actions to
counteract the impacts of inflation, if these actions are not effective it could have a material adverse effect on
our business, results of operations and financial condition. Additionally, higher future inflation or concerns of a
recession could impact the demand for our products and services.
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.
In the past, global financial markets and economic conditions have been, and may again 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 generally weak economic conditions. In
addition, the fixed income markets could experience periods of extreme volatility that may negatively impact
market liquidity conditions. As a result, the cost of raising money in the debt and equity capital markets could
increase substantially at times while the availability of funds from those markets diminishes significantly. In
particular, as a result of concerns about the stability of financial markets generally, which may be subject to
unforeseen disruptions, 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.
Any political instability, military strikes, sustained military campaigns, terrorist activity, changes in foreign
policy, or other catastrophic events could have a material adverse effect on our business, results of
operations and financial condition.
U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical
tensions and Russia’s military action in Ukraine starting in February 2022. Although the length and impact of
the ongoing military conflict is highly unpredictable, the war in Ukraine has led to market disruptions, including
significant volatility in the financial markets and the global macroeconomic and geopolitical environment.
Furthermore, a protracted conflict between Ukraine and Russia, or any escalation of that conflict, may result in
additional financial and economic sanctions and import and/or export controls imposed on Russia by the United
States, the UK, the EU, Canada and others, such as the recent EU ban on oil products from Russia effective
February 5, 2023, which may have adverse impacts on the wider global economy and market conditions and
could, in turn, have a material adverse impact on our business, financial condition, cash flows and results of
operations and could cause the market value of PBF Energy’s Class A common stock to decline.
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Any further political instability, military strikes, sustained military campaigns, terrorist activity, changes
in foreign policy in areas or regions of the world where we acquire crude oil and other raw materials or sell our
refined 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 or subject to catastrophic events such as natural disasters
and pandemic illness. Any act of war, terrorism, or other catastrophic events that resulted in damage to, or
otherwise disrupts the operating activities of, 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.
A cyber-attack on, or other failure of, our technology infrastructure could affect our business and assets, and
have a material adverse effect on our financial condition, results of operations and cash flows.
We are becoming increasingly dependent on our technology infrastructure and certain critical
information systems which process, transmit and store electronic information, including information we use to
safely and effectively operate our respective assets and businesses. These information systems include data
network and telecommunications, internet access, our websites, and various computer hardware equipment and
software applications, including those that are critical to the safe operation of our refineries and logistics assets.
We have invested, and expect to continue to invest, significant time, manpower and capital in our technology
infrastructure and information systems. These information systems are subject to damage or interruption from a
number of potential sources including natural disasters, software viruses or other malware, power failures,
cybersecurity threats to gain unauthorized access to sensitive information, cyber-attacks, which may render data
systems unusable, and physical threats to the security of our facilities and infrastructure. Additionally, 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. Furthermore,
we rely on information systems across our respective operations, including the management of supply chain and
various other processes and transactions. As a result, a disruption on any information systems at our refineries
or logistics assets, may cause disruptions to our collective operations.
The potential for such security threats or system failures has subjected our operations to increased risks
that could have a material adverse effect on our business. To the extent that these information systems are under
our control, we have implemented measures such as virus protection software, emergency recovery processes
and a formal disaster recovery plan to address the outlined risks. However, security measures for information
systems cannot be guaranteed to be failsafe, and our formal disaster recovery plan and other implemented
measures may not prevent delays or other complications that could arise from an information systems failure. If
a key system were hacked or otherwise interfered with by an unauthorized user, or were to fail or experience
unscheduled downtime for any reason, even if only for a short period, or any compromise of our data security or
our inability to use or access these information systems at critical points in time, it could unfavorably impact the
timely and efficient operation of our business, damage our reputation and subject us to additional costs and
liabilities. The increase in companies and individuals working remotely has increased the frequency and scope
of cyber-attacks and the risk of potential cybersecurity incidents, both deliberate attacks and unintentional
events. While, to date, we have not had a significant cybersecurity breach or attack that had a material impact on
our business or results of operations, if we were to be subject to a material successful cyber intrusion, it could
result in remediation or service restoration costs, increased cyber protection costs, lost revenues, litigation or
regulatory actions by governmental authorities, increased insurance premiums, reputational damage and damage
to our competitiveness, financial condition, results of operations and cash flows.
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Cyber-attacks against us or others in our industry could result in additional regulations, and U.S.
government warnings have indicated that infrastructure assets, including pipelines, may be specifically targeted
by certain groups. These attacks include, without limitation, malicious software, ransomware, attempts to gain
unauthorized access to data, and other electronic security breaches. These attacks may be perpetrated by state-
individuals (including employee
sponsored groups, “hacktivists”, criminal organizations or private
malfeasance). Current efforts by the federal government, including the Strengthening the Cybersecurity of
Federal Networks and Critical Infrastructure executive order, the issuance of new cybersecurity requirements
for critical pipeline owners and operators issued by the Department of Homeland Security’s Transportation
Security Administration following a cyber-attack on a major petroleum pipeline in 2021, and any potential
future regulations could lead to increased regulatory compliance costs, insurance coverage cost or capital
expenditures. We cannot predict the potential impact to our business or the energy industry resulting from
additional regulations.
Further, our business interruption insurance may not compensate us adequately for losses that may occur.
We do not carry insurance specifically for cybersecurity events; however, certain of our insurance policies may
allow for coverage for a cyber-event resulting in ensuing property damage from an otherwise insured peril. 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, results of operations and cash flows. In addition, the proceeds of any such
insurance may not be paid in a timely manner and may be insufficient if such an event were to occur.
Competition from companies that 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 and they may also be able to obtain more favorable trade credit terms.
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 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 or certain refinery units may become obsolete, or be unable to compete, because of the construction of
new, more efficient facilities by our competitors.
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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, including
turnarounds) 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:
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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;
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, inflation, slow growth,
recession, impact of new regulations, 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.
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 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 result in claims against us that 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.
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Product liability and operational liability claims and litigation could adversely affect our business and results
of operations.
Product liability and liability arising from our operations are significant risks. Substantial damage awards
have been made in certain jurisdictions against manufacturers and resellers of petroleum products 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 third parties, including our shippers and customers, and also arise from contaminated or
off-specification product in commingled pipelines and storage tanks and/or defective fuels. We may also be
subject to personal injury claims arising from incidents that occur in connection with or relating to our
operations. Product liability and personal injury claims against us could have a material adverse effect on our
business, financial condition or results of operations.
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, such as the IRA, are continuously being
enacted or proposed and 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.
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.
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A portion of our workforce is unionized, and we may face labor disruptions that would interfere with our
operations.
Most hourly employees at our refineries are covered by collective bargaining agreements through the
USW, the IOW and the IBEW. These agreements are scheduled to expire on various dates in 2024 through 2028
(See “Item 1. Business” - Employees). Future negotiations prior to the expiration of our collective agreements
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 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.
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 or to hedge our
exposure to the price of natural gas, which is a significant component of our refinery operating expenses.
Consistent with that policy we may hedge some percentage of our future crude and natural gas 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, refined product and natural gas 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 natural gas 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 derivative 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 7A. Quantitative and Qualitative Disclosures About Market Risk.”
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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 New York Mercantile Exchange index used
for hedging certain volumes of our crude oil or refined products may have more or less variability than the
actual cost or price we realize for such crude oil or refined products. We may not hedge all 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 currently apply hedge accounting to any 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 settlement of the underlying hedged items 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.
Risks Related to Our Indebtedness
Our indebtedness could adversely affect our financial condition and prevent us from fulfilling our
obligations under our indebtedness.
Our indebtedness may significantly affect our financial flexibility in the future. As of December 31,
2022, we have total debt of $1,995.3 million, excluding unamortized deferred debt issuance costs of $36.2
million and our PBF LLC Affiliate note payable with PBF Energy that eliminates in consolidation at the PBF
Energy level, and we could incur additional borrowings under our credit facilities. We may incur additional
indebtedness in the future including additional secured indebtedness, subject to the satisfaction of any debt
incurrence and, if applicable, lien incurrence limitation covenants in our existing financing agreements.
Although we were in compliance with incurrence covenants during the year ended December 31, 2022, to the
extent that any of our activities triggered these covenants, there are no assurances that conditions could not
change significantly, and that such changes could adversely impact our ability to meet some of these incurrence
covenants at the time that we needed to. Failure to meet the incurrence covenants could impose certain
incremental restrictions on, among other matters, our ability to incur new debt (including secured debt) and also
may limit the extent to which we may pay future dividends, make new investments, repurchase our stock or
incur new liens.
The level of our indebtedness has several important consequences for our future operations, including
that:
•
•
•
•
a 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;
under certain circumstances, covenants contained in our existing debt arrangements limit our ability to
borrow additional funds, dispose of assets and make certain investments;
in certain circumstances 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.
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Our indebtedness increases the risk that we may default on our debt obligations, certain of which contain
cross-default and/or cross-acceleration provisions. Our, and our subsidiaries’, ability to meet future 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
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.
We may not be able to secure necessary financing on acceptable terms, or at all.
We currently have notes outstanding with varying maturity dates beginning in 2025 and ending in 2028.
Additionally, the PBF Holding’s asset-based revolving credit facility (the “Revolving Credit Facility”) and the
PBFX amended and restated revolving credit facility (the “PBFX Revolving Credit Facility”) have maturity
dates in 2025 and 2023, respectively. We can make no assurance that we will be able to refinance these
agreements on acceptable terms prior to their maturity dates. Market disruptions or other credit factors, such as
rising inflation and higher interest rates, are expected to increase our cost of borrowing or adversely affect our
ability to refinance our obligations as they become due. Further, ESG concerns and other pressures on the oil
and gas industry could lead to increased costs of financing or limit our access to the capital markets. If we are
unable to refinance our indebtedness or access additional credit, or if short-term or long-term borrowing costs
significantly increase, our ability to finance current operations and meet our short-term and long-term
obligations could be adversely affected.
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 additional indebtedness in the future including additional
secured or unsecured 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 current debt levels, the leverage risks described above would increase. Also,
these restrictions do not prevent us from incurring obligations that do not constitute indebtedness.
Our future credit ratings could adversely affect our business, the cost of our borrowing, and our ability to
obtain credit in the future.
Changes in our credit profile could affect the way crude oil and other 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 these 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.
The 6.0% senior unsecured notes due 2028 (the “2028 Senior Notes”) and the 7.25% senior unsecured
notes due 2025 (the “2025 Senior Notes”) are rated B1 by Moody’s, BB by S&P, and BB- by Fitch. Any
adverse changes in our credit ratings may negatively impact the terms of credit we receive from our suppliers
and require us to prepay or post collateral. Additionally, adverse actions taken by the rating agencies on our
corporate credit rating or the rating of our notes may increase our cost of borrowings or hinder our ability to
raise financing in the capital markets or have an unfavorable impact on the credit terms we have with our
suppliers, which could impair our ability to grow our business, increase our liquidity and make cash
distributions to our shareholders.
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Restrictive covenants in our debt instruments, including the indentures governing our notes, may limit our
ability to undertake certain types of transactions, which could adversely affect our business, financial
condition, results of operations and our ability to service our indebtedness.
Various covenants in our current and future debt instruments and other financing arrangements, including
the indentures governing our notes, may restrict our and our subsidiaries’ financial flexibility in a number of
ways. Our current indebtedness and the indentures that govern our notes subject 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 our debt instruments also require our
subsidiaries to satisfy or maintain certain financial condition tests in certain circumstances. Our ability to meet
these financial condition tests can be affected by events beyond our control and we may not meet such tests. In
addition, a failure to comply with the provisions of our existing debt could result in an event of default that
could enable our lenders, subject to the terms and conditions of such debt, to declare the outstanding principal,
together with accrued interest, to be immediately due and payable. Events beyond our control may affect our
ability to comply with our covenants. If we were unable to repay the accelerated amounts, our lenders could
proceed against the collateral granted to them to secure such debt. If the payment of our debt is accelerated,
defaults under our other debt instruments, if any, may be triggered, and our assets may be insufficient to repay
such debt in full.
Provisions in our indentures and other agreements 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 of control” as described in the
indentures governing the 2025 Senior Notes and the 2028 Senior Notes, 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. Certain other significant agreements of ours such as our agreement governing the
Revolving Credit Facility (the “Revolving Credit Agreement”), Tax Receivable Agreement (as defined below)
and the Third Intermediation Agreement with J. Aron also contain provisions related to a change in control that
could make it more difficult or expensive for a third-party to acquire us.
Risks Related to Our Organizational Structure and PBF Energy Class A Common Stock
PBF Energy is the managing member of PBF LLC and its only material asset is its interest in PBF LLC.
Accordingly, PBF Energy depends upon distributions from PBF LLC and its subsidiaries to pay its taxes,
meet its other obligations and/or pay dividends in the future.
PBF Energy is a holding company and all of its operations are conducted through subsidiaries of PBF
LLC. PBF Energy has no independent means of generating revenue and no material assets other than its
ownership interest in PBF LLC. 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 a tax receivable
agreement entered into with PBF LLC Series A and PBF LLC Series B unitholders (the “Tax Receivable
Agreement”). If we do not receive such cash distributions, dividends or other payments from our subsidiaries,
we may be unable to meet our obligations and/or pay dividends.
PBF Energy, as the sole managing partner of PBF LLC, may cause PBF LLC to make distributions to its
members in an amount sufficient to enable PBF Energy to cover all applicable taxes at assumed tax rates, to
make payments owed by PBF Energy under the Tax Receivable Agreement, and to pay other obligations and
dividends, if any, declared by PBF Energy. To the extent we need funds and any of our 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.
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The Revolving Credit Facility, the 2028 Senior Notes, the 2025 Senior 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. The PBFX
Revolving Credit Facility also contains 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 a similar prohibition. As a result, we may
be unable to obtain that cash to satisfy our obligations and make payments to PBF Energy stockholders, if any.
The rights of other members of PBF LLC may conflict with the interests of PBF Energy Class A common
stockholders.
The interests of the other members of PBF LLC, which include current and former directors and officers,
may not in all cases be aligned with PBF Energy 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. In addition, the structuring of future
transactions may take into consideration these tax or other considerations even where no similar benefit would
accrue to PBF Energy Class A common stockholders or us. See “Certain Relationships and Related
Transactions—IPO Related Agreements” in our 2023 Proxy Statement incorporated herein by reference.
Under the Tax Receivable Agreement, PBF Energy is required to pay the former and current holders of PBF
LLC Series A Units and PBF LLC Series B Units for certain realized or assumed tax benefits PBF Energy
may claim arising in connection with prior offerings and future exchanges of PBF LLC Series A Units for
shares of its Class A common stock and related transactions. The indentures governing the senior notes
allow PBF LLC, under certain circumstances, to make distributions sufficient for PBF Energy to pay its
obligation under the Tax Receivable Agreement.
PBF Energy is party to a Tax Receivable Agreement that provides for the payment from time to time by
PBF Energy to the current and former 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 its prior
offerings or in the future and (ii) certain other tax benefits related to its 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.”
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PBF Energy has recognized, as of December 31, 2022, a liability for the Tax Receivable Agreement of
$338.6 million, reflecting the estimated undiscounted amounts that PBF Energy expects to pay under the
agreement. As future taxable income is recorded, increases in our Tax Receivable Agreement liability may be
necessary in conjunction with the revaluation of deferred tax assets. 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 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
Class A common stock as contemplated by the Tax Receivable Agreement, the price of PBF Energy 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. The actual payments under the Tax Receivable Agreement could differ
materially. It is possible that future transactions or events could increase 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 PBF Energy realizes 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 PBF Energy under the Tax Receivable Agreement may be accelerated and/or
significantly exceed the actual benefits it realizes in respect of the tax attributes subject to the Tax Receivable
Agreement. These provisions may deter a change in control of the 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, PBF Energy would be required to make an immediate
payment equal to the present value (at a discount rate equal to the London Interbank Offering Rate (“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 PBF Energy
realizes in respect of the tax attributes subject to the Tax Receivable Agreement. In these situations, PBF
Energy’s obligations under the Tax Receivable Agreement could have a substantial negative impact on our
liquidity. PBF Energy may not be able to finance its obligations under the Tax Receivable Agreement and its
existing indebtedness may limit its subsidiaries’ ability to make distributions to PBF Energy 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.
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Moreover, payments under the Tax Receivable Agreement will be based on the tax reporting positions
that PBF Energy determines in accordance with the Tax Receivable Agreement. PBF Energy will not be
reimbursed for any payments previously made under the Tax Receivable Agreement if the IRS 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 PBF Energy actually realized 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 PBF Energy
entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax
Receivable Agreement.
PBF Energy cannot assure you that it will continue to declare dividends or have the available cash to make
dividend payments.
Although PBF Energy currently intends to continue to pay quarterly cash dividends on its Class A
common stock, the declaration, amount and payment of any dividends will be at the sole discretion of our Board
of Directors. PBF Energy is not obligated under any applicable laws, its governing documents or any
contractual agreements with its 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 other than in the case of certain intercompany
transactions. As a result, if PBF Energy does not declare or pay dividends you may not receive any return on an
investment in PBF Energy Class A common stock unless you sell PBF Energy 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.
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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 PBF Energy Class A common stock.
The market price of PBF Energy Class A common stock may be volatile, and you could lose all or part of
your investment..
The market price of PBF Energy Class A common stock has in the past been and may continue to be
highly volatile and subject to wide fluctuations due to a number of factors including:
• market conditions in the oil refining industry and volatility in commodity prices;
•
•
•
changes in, or failure to meet, earnings estimates of securities analysts;
variations in actual or anticipated operating results or dividends, if any, to stockholders;
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 or divestitures and subsequent impact of
any future acquisitions or divestitures 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 PBF Energy or its senior management, of a significant number of
shares of its Class A common stock in the public market.
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•
•
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•
In recent years, the stock market in general, and the market for energy companies in particular, has
experienced significant price and volume fluctuations that have often been unrelated or disproportionate to the
operating performance of those companies. This volatility has had a significant impact on the market price of
securities issued by many companies, including companies in our industry. 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 PBF
Energy 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.
51
Our current stockholders could experience dilution, which could further depress the price of our Class A
common stock.
We continue to require substantial working capital to fund our business. We may sell equity securities or
convertible securities or other derivative securities in the public or private markets if we continue to need
capital, and even when conditions or terms are not otherwise favorable, including at prices at or below the then
current market price of our shares of Class A common stock. As a result, stockholders may experience
substantial dilution, and the market price of our Class A common stock could decline as a result of the
introduction of a large number of shares of our Class A common stock, or securities convertible into or
exchangeable or exercisable for our Class A common stock, into the market or the perception that these sales
could occur. Sales of a large number of shares of our Class A common stock, or securities convertible into or
exchangeable or exercisable for our Class A common stock, or the possibility that these sales may occur, also
might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem
appropriate. In addition, any equity securities we issue may have rights, preferences or privileges senior to those
of our Class A common stock, and our current debt agreements contain, and any agreements for future debt or
preferred equity financings, if available, are likely to contain, covenants limiting or restricting our ability to take
specific actions, such as incurring additional debt. Holders of Class A common stock are not entitled to
preemptive rights or other protections against dilution. Because our decision to issue securities in any future
offering will depend on our capital needs as well as market conditions and other factors beyond om control, we
cannot predict or estimate the amount, timing, nature or impact of future issuances, if any. Our Class A common
stockholders bear the risk of our future offerings reducing the per share market price of our Class A common
stock.
PBF Energy will be required to pay taxes on its share of taxable income from PBF LLC and its other
subsidiary flow-through entities, 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.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
See “Item 1. Business”.
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ITEM 3. LEGAL PROCEEDINGS
In connection with the acquisition of the Torrance refinery and related logistics assets, we assumed
certain pre-existing environmental liabilities related to certain environmental remediation obligations to address
existing soil and groundwater contamination and monitoring activities, which reflect the estimated cost of the
remediation obligations. In addition, in connection with the acquisition of the Torrance refinery and related
logistics assets, we purchased a ten-year, $100.0 million environmental insurance policy to insure against
unknown environmental liabilities.
On April 17, 2019, we received a Notice of Violation (“NOV”) from the South Coast Air Quality
Management District (“SCAQMD”) relating to Title V deviations alleged to have occurred in second half of
2018. In May 2022, the SCAQMD requested that we present a settlement proposal to resolve the NOV. On June
16, 2022, we presented a settlement offer of $456,820 to settle the NOV. On July 22, 2022, the SCAQMD
presented a counter proposal of $1.2 million. On August 25, 2022, we presented a counter proposal of $736,845.
On December 15, 2022, the SCAQMD accepted our counter proposal. The parties are currently drafting the
settlement agreement.
On February 17, 2017, in Arnold Goldstein, et al. v. Exxon Mobil Corporation, et al., we and PBF LLC,
and our subsidiaries, PBF Western Region and Torrance Refining and the manager of our Torrance refinery
along with ExxonMobil were named as defendants in a class action and representative action complaint filed on
behalf of Arnold Goldstein, John Covas, Gisela Janette La Bella and others similarly situated. The complaint
was filed in the Superior Court of the State of California, County of Los Angeles and alleges negligence, strict
liability, ultra-hazardous activity, a continuing private nuisance, a permanent private nuisance, a continuing
public nuisance, a permanent public nuisance and trespass resulting from the February 18, 2015 electrostatic
precipitator (“ESP”) explosion at the Torrance refinery which was then owned and operated by ExxonMobil.
The operation of the Torrance refinery by the PBF entities subsequent to our acquisition in July 2016 is also
referenced in the complaint. To the extent that plaintiffs’ claims relate to the ESP explosion, ExxonMobil
retained responsibility for any liabilities that would arise from the lawsuit pursuant to the agreement relating to
the acquisition of the Torrance refinery. On July 2, 2018, the Court granted leave to plaintiffs to file a Second
Amended Complaint alleging groundwater contamination. With the filing of the Second Amended Complaint,
plaintiffs added an additional plaintiff, Hany Youssef. On October 15, 2019, the judge granted certification to
two limited classes of property owners with Youssef as the sole class representative and named plaintiff,
rejecting two other proposed subclasses based on negligence and on strict liability for ultrahazardous activities.
The certified subclasses relate to trespass claims for ground contamination and nuisance for air emissions. On
February 5, 2021, our motion for Limited Extension of Discovery Cut-Off and a Motion by plaintiffs for Leave
to File Third Amended Complaint were heard by the Court. On May 5, 2021, the Court granted plaintiffs leave
to amend their complaint for the third time to substitute Navarro for Youssef. On May 12, 2021, plaintiffs filed
their Third Amended Complaint (“TAC”) that contained significant changes and new claims, including
individual claims, that were not included in the motion for leave to amend plaintiffs presented to the Court. On
June 9, 2021, we filed a Motion to Dismiss/Strike the TAC. On June 23, 2021, plaintiffs filed their opposition to
our Motion to Dismiss/Strike, to which we filed our reply on July 2, 2021. A hearing on the Motion to Dismiss/
Strike the TAC was held on August 2, 2021 and the Court ordered that the TAC be struck and that the parties
meet and confer with respect to the complaint. After meeting and conferring, plaintiffs agreed to submit a
corrected TAC with changes reflecting the removal of Youssef and the substitution of Navarro as the named
Plaintiff. On August 23, 2021, the Court approved the parties’ stipulation to take Navarro’s deposition on
September 23, 2021. Also, on August 23, 2021, the Court approved the parties’ stipulation to continue the
pretrial dates with the new deadlines. On October 8, 2021, plaintiffs filed their Motion to Appoint Navarro as
Class Representative. On October 29, 2021, we filed our opposition to this motion. On November 15, 2021,
plaintiffs filed their reply. On February 8, 2022, the Court held a hearing on plaintiff’s Motion to Appoint
Navarro as Class Representative but did not act on the motion. Instead, the Court ordered the parties to submit
draft orders for the Court’s consideration. After considering the parties’ proposed orders, on July 5, 2022, the
Court issued a final order ruling that Plaintiffs’ Motion to Substitute Navarro as Class Representative was
denied and decertifying both of Plaintiffs’ proposed Air and Ground Subclasses. The order provided that the
53
case will proceed with Navarro as the sole plaintiff and required the parties to meet and confer and propose a
schedule for the remaining pretrial dates and a trial date. On July 19, 2022, Plaintiff filed a petition with the
Ninth Circuit Court of Appeals seeking permission to appeal the District Court’s decertification order finding
that Navarro is an inadequate class representative. Our answer to the petition was filed on July 29, 2022. On
September 22, 2022, the Ninth Circuit issued an order denying Plaintiffs’ petition for permission to file an
interlocutory appeal, confirming that the case will proceed with Navarro as the sole plaintiff. On September 27,
2022, the Plaintiff filed a schedule of pretrial and trial dates with a trial date of July 18, 2023, which was
approved by the Court. On January 13, 2023, the Defendants filed a motion for judgment on the pleadings. On
January 23, 2023, the Plaintiff filed its opposition to the Defendants’ motion. Defendants’ reply to Plaintiff’s
opposition was filed on January 30, 2023. Defendants’ motion was scheduled to be heard by the Court on
February 13, 2023. On February 13, 2023, the Court issued a minute order taking the February 13th hearing off
the calendar and under submission. A new hearing date will be scheduled if the Court decides oral argument
would be helpful. We presently believe the outcome of this litigation will not have a material impact on our
financial position, results of operations, or cash flows.
On September 7, 2021, MRC filed a Verified Petition for Writ of Mandate and Complaint for Declaratory
and Injunctive Relief against the BAAQMD requesting the Court to declare as invalid, unenforceable, and ultra
vires the BAAMQD’s July 21, 2021, adoption of Rule 6-5 Amendment. MRC is also seeking a writ of mandate
ordering the BAAQMD to vacate and rescind the adoption of the Rule 6-5 Amendment, as well as appropriate
declaratory relief, injunctive relief, and reasonable costs incurred by MRC to bring this Petition/Complaint. In
the Petition/Complaint MRC alleges that: its feasible alternative Particulate Matter (“PM”) reduction proposal
that would achieve significant PM reductions while avoiding the significant costs and environmental impacts of
the BAAQMD’s adopted PM limit, was improperly removed from consideration and not presented to the
BAAQMD Board when the Rule 6-5 Amendment was adopted with the current PM standard; when adopting the
Rule 6-5 Amendment, the BAAQMD flagrantly ignored numerous mandatory requirements of the California
Environmental Quality Act (“CEQA”) and the California Health and Safety Code; the BAAQMD’s adoption of
the Rule 6-5 Amendment also violated California common law; and these failings render the Rule 6-5
Amendment ultra vires, illegal, and unenforceable. We held mandatory settlement conferences with the
BAAQMD on October 27, 2021 and December 15, 2021. On December 9, 2022, we filed a Motion To
Augment/Correct The Administrative Record regarding various documents that the BAAQMD is currently
withholding and do not plan to include in the administrative record. On December 30, 2022, the BAAQMD
filed its opposition to our motion. On January 12, 2023, we filed our reply to the BAAQMD’s opposition. The
hearing on our motion was held on February 2, 2023. At the hearing, although the Court partially denied our
motion concerning documents where the BAAQMD asserted the attorney client privilege, the Court held that
CEQA places a heavy burden on the BAAQMD in justifying withholding documents based on the deliberative
privilege. At the Court’s request, the parties agreed to a process whereby they will jointly identify
approximately 50 of the withheld/redacted documents for the Court to review, and the Court will rule on those
documents. The parties will then apply the Court’s ruling to the remainder of the withheld documents. If there is
still a dispute, the parties will bring the dispute back before the Court. The Court set the writ hearing for
September 20, 2023. It is currently expected that the non-disputed portion of the Administrative Record will be
lodged with the Court in early February 2023. If the Court ultimately grants our motion on the deliberative
privilege, the Administrative Record will be augmented. We expect another mandatory settlement conference to
be held in first quarter of 2023. We presently believe the outcome will not have a material impact on our
financial position, results of operations, or cash flows.
54
The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980
(“CERCLA”), also known as “Superfund,” imposes liability, without regard to fault or the legality of the
original conduct, on certain classes of persons who are considered to be responsible for the release of a
“hazardous substance” into the environment. These persons include the current or former owner or operator of
the disposal site or sites where the release occurred and companies that disposed of or arranged for the disposal
of the hazardous substances. Under CERCLA, such persons may be subject to joint and several liability for
investigation and the costs of cleaning up the hazardous substances that have been released into the
environment, for damages to natural resources and for the costs of certain health studies. As discussed more
fully above, certain of 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 the ultimate outcomes of the pending matters discussed above are uncertain, we cannot currently
estimate the final amount or timing of their resolution but any such amount is not expected to have a material
impact on our financial position, results of operations, or cash flows, individually or in the aggregate.
ITEM 4. MINE SAFETY DISCLOSURES
None.
55
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”.
PBF Energy Class B common stock is not publicly-traded.
As of February 9, 2023 there were 253 holders of record of PBF Energy Class A common stock and 13
holders of record of PBF Energy Class B common stock.
Dividend and Distribution Policy
Subject to the following paragraphs, PBF Energy currently intends to continue to pay quarterly cash
dividends of approximately $0.20 per share on its Class A common stock.
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 make distributions to PBF LLC is, and in the future may be, limited by covenants in its
Revolving Credit Facility, the 2028 Senior Notes, the 2025 Senior Notes and other debt instruments. Subject to
certain exceptions, the Revolving Credit Facility and the indentures governing the senior notes prohibit PBF
Holding from making distributions to PBF LLC if certain defaults exist. In addition, both the indentures and the
Revolving Credit Facility contain additional restrictions limiting PBF Holding’s ability to make distributions to
PBF LLC.
PBFX made aggregate quarterly distributions of $75.3 million ($1.20 per unit) during the year ended
December 31, 2022 to holders of its common units, of which $35.9 million was paid to PBF LLC. After the
Merger Transaction PBF Energy and PBF LLC acquired all of the publicly held common units in PBFX
representing limited partner interests in the partnership not already owned by certain wholly-owned subsidiaries
of PBF Energy and its affiliate. Therefore, PBFX became an indirect wholly-owned subsidiary of PBF Energy
and PBF LLC that may no longer pay dividends. PBF Holding made $571.4 million in distributions to PBF
LLC during the year ended December 31, 2022. In addition, during the year ended December 31, 2022 PBF
LLC used $25.0 million to make non-tax distributions of $0.20 per unit to its members, of which $24.8 million
was distributed to PBF Energy and the balance was distributed to PBF LLC’s other members. PBF Energy used
this $24.8 million to pay cash dividends of $0.20 per share of its Class A common stock on November 29, 2022.
PBF LLC also made aggregate tax distributions to its members of $1,130.1 million, of which $1,121.8 million
was made to PBF Energy. PBF LLC expects to continue to make tax distributions to its members in accordance
with its amended and restated limited liability company agreement.
The declaration, amount and payment of any future dividends on shares of PBF Energy Class A common
stock will be at the sole discretion of PBF Energy’s Board of Directors, and we are not obligated under any
applicable laws, our governing documents or any contractual agreements with our existing 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).
56
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.
The graph below matches the cumulative 5-year total return of holders of PBF Energy Inc.'s common
stock with the cumulative total returns of the S&P 500 index and a customized peer group of six companies that
includes: Delek US Holdings, Inc., HF Sinclair Corporation, Marathon Petroleum Corp, Phillips 66, CVR
Energy, Inc. and Valero Energy Corporation. The graph assumes that the value of the investment in our
common stock, in each index, and in the peer group (including reinvestment of dividends), was $100 on
12/31/2017 and tracks it through 12/31/2022.
PBF Energy Class A common stock
$
100.00 $
95.06 $
95.22 $
21.81 $
39.84 $
125.81
12/31/2017
12/31/2018
12/31/2019
12/31/2020
12/31/2021
12/31/2022
S&P 500
Peer Group
100.00
100.00
95.62
89.00
125.72
107.83
148.85
71.05
191.58
95.61
156.89
164.63
57
Recent Sales of Unregistered Securities—Exchange of PBF LLC Series A Units for PBF Energy Class A
Common Stock
In the fourth quarter of 2022, there were no exchanges of PBF LLC Series A Units for shares of PBF
Energy Class A common stock in transactions exempt from registration under Section 4(a)(2) of the Securities
Act.
Share Repurchase Program
The following table summarizes PBF Energy’s Class A common stock share repurchase activity during
the fourth quarter of 2022:
Total Number of Shares
Purchased (1)
Average Price Paid
per Share (2)
Total Number of Shares
Purchased as Part of
Publicly Announced
Plan (3)
Approximately Dollar
Value of Shares that
May Yet Be Purchased
Under Plan (in millions)
4,192,555 $
37.30
4,192,555 $
343.60
Period
December
(1) The shares purchased include only those shares that have settled as of the period end date.
(2) Average price per share excludes transaction commissions.
(3) On December 12, 2022, our Board of Directors authorized the repurchase of up to $500.0 million of PBF
Energy’s Class A common stock (as amended from time to time, the "Repurchase Program"). The Repurchase
Program will expire in December 2024. 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 have been effected through Rule 10b5-1 plans. The timing and
number of shares repurchased depended on a variety of factors, including price, capital availability, legal
requirements and economic and market conditions. We were not obligated to purchase any shares under the
Repurchase Program, and repurchases could be suspended or discontinued at any time without prior notice.
ITEM 6. [RESERVED]
58
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 “Item 1. Business”, “Item 1A. Risk Factors”, “Item 2. Properties”, and “Item 8. Financial Statements and
Supplementary Data,” respectively, included in this Annual Report on Form 10-K.
In this Item 7, we discuss results for the years ended December 31, 2022 and 2021 and comparisons of
the results for the years ended December 31, 2022 and 2021. Discussions of results for the year ended
December 31, 2020 and comparisons of the results for the years ended December 31, 2021 and 2020 can be
found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II,
Item 7 of the Company's annual report on Form 10-K for the year ended December 31, 2021.
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 (“PSLRA”), of expected future developments that involve
risks and uncertainties. You can identify forward-looking statements because they contain words such as
“believes,” “expects,” “may,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “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 strategies, objectives, intentions, resources and expectations regarding future industry trends are forward-
looking statements made under the safe harbor provisions of the PSLRA except to the extent such statements
relate to the operations of a partnership or limited liability company. 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 on 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 or crude oil, including volatility in
commodity prices or constraints arising from federal, state or local governmental actions or environmental
and/or social activists that reduce crude oil production or availability in the regions in which we operate
our pipelines and facilities;
•rate of inflation and its impacts on supply and demand, pricing, and supply chain disruption;
•the possibility that the expected synergies and value creation from the Merger Transaction will not be
realized, or will not be realized within the expected time period;
•the risk that unexpected costs will be incurred in connection with the Merger Transaction;
•the effects related to, or resulting from, Russia's military action in Ukraine, including the imposition of
additional sanctions and export controls, as well as the broader impacts to financial markets and the global
macroeconomic and geopolitical environment;
59
•the effectiveness of our crude oil sourcing strategies, including our crude by rail strategy and related
commitments;
•our obligation to buy RINs and market risks related to the volatility in the price of RINs required to
comply with the RFS and GHG emission credits required to comply with various GHG emission
programs, such as AB 32;
•our ability to operate our businesses efficiently, manage capital expenditures and costs (including general
and administrative expenses) and generate earnings and cash flow;
•our expectations with respect to our capital spending and turnaround projects;
•the impact of current and future laws, rulings and governmental regulations, including restrictions on the
exploration and/or production of crude oil in the state of California, the implementation of rules and
regulations regarding transportation of crude oil by rail or in response to the potential impacts of climate
change, decarbonization and future energy transition;
•adverse impacts related to legislation by the federal government lifting the restrictions on exporting U.S.
crude oil or subjecting us to trade and sanctions laws, which change frequently as a result of foreign policy
developments, and which may necessitate changes to our crude oil acquisition activities;
•our ability to target and execute expense reduction measures and achieve opportunities to improve our
liquidity, including continued repurchases of our outstanding debt securities or otherwise further reducing
our debt, and/or potential sales of non-operating assets or other real property;
•political pressure and influence of environmental groups and other stakeholders on decisions and policies
related to the refining and processing of crude oil and refined products, and the related adverse impacts
from changes in our regulatory environment, such as the effects of compliance with AB 32, or from
actions taken by environmental interest groups;
•the risk of cyber-attacks;
•our increased dependence on technology;
• the effects of competition in our markets;
•the possibility that we might reduce or not pay further dividends in the future;
•the inability of our subsidiaries to freely pay dividends or make distributions to us;
•our ability to make acquisitions or investments, including in renewable diesel production, on any
announced time frame or at all, and to realize the benefits from such acquisitions or investments;
•liabilities arising from recent acquisitions or investments, that are unforeseen or exceed our expectations;
•our expectations and timing with respect to our acquisition activity and whether such acquisitions are
accretive or dilutive to shareholders;
• adverse developments in our relationship with both our key employees and unionized employees;
•our indebtedness, including the impact of potential downgrades to our corporate credit rating and
unsecured notes;
•changes in currency exchange rates, interest rates and capital costs;
•restrictive covenants in our indebtedness that may adversely affect our operational flexibility;
60
•counterparty credit and performance risk exposure related to our supply and inventory intermediation
arrangements;
•termination of our Third Inventory Intermediation Agreement with J. Aron, which is scheduled to expire
in December 2024 and could have a material adverse effect on our liquidity, as we would be required to
finance our crude oil, intermediate and refined products inventory covered by the agreement. Additionally,
we are obligated to repurchase from J. Aron certain J. Aron Products upon termination of the agreement;
•payments by PBF Energy to the current and former holders of PBF LLC Series A Units and PBF LLC
Series B Units under PBF Energy’s Tax Receivable Agreement for certain tax benefits we may claim;
•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 PBF
Energy Class A common stock as contemplated by the Tax Receivable Agreement, the price of PBF
Energy 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; and
•the impact of disruptions to crude or feedstock supply to any of our refineries, or with third-party logistics
infrastructure or operations, including pipeline, marine and rail transportation.
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 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.
Executive Summary
Our business operations are conducted by our subsidiaries. We own and operate six domestic oil
refineries and related assets located in Delaware City, Delaware, Paulsboro, New Jersey, Toledo, Ohio,
Chalmette, Louisiana, Torrance, California, and Martinez, California. Our refineries have a combined
processing capacity, known as throughput, of approximately 1,000,000 bpd, and a weighted-average Nelson
Complexity Index of 12.7 based on current operating conditions. The complexity and throughput capacity of our
refineries are subject to change dependent upon configuration changes we make to respond to market
conditions, as well as a result of investments made to improve our facilities and maintain compliance with
environmental and governmental regulations. We operate in two reportable business segments: Refining and
Logistics. Our six refineries are all engaged in the refining of crude oil and other feedstocks into petroleum
products, and represent the Refining segment. PBFX operates certain logistical assets such as crude oil and
refined products terminals, pipelines, and storage facilities, which represent the Logistics segment.
Factors Affecting Comparability
Our results over the past three years have been affected by the following events, the understanding of
which will aid in assessing the comparability of our period to period financial performance and financial
condition.
61
Share Repurchase Program
On December 12, 2022, our Board of Directors authorized the repurchase of up to $500.0 million of PBF
Energy's Class A common stock. The Repurchase Program will expire in December 2024. For the period of
time from the inception of the Repurchase Program through December 31, 2022, we purchased 4,192,555 shares
for $156.4 million, inclusive of commissions paid. We may make additional share repurchases in the future.
These repurchases were made from time to time through various methods, including open market
transactions, block trades, accelerated share repurchases, privately negotiated transactions or otherwise, certain
of which may be effected through Rule 10b5-1 plans. The timing and number of shares repurchased depended
on a variety of factors, including price, capital availability, legal requirements and economic and market
conditions. We were not obligated to purchase any shares under the Repurchase Program, and repurchases
might have been suspended or discontinued at any time without prior notice.
Merger Transaction
On July 27, 2022, PBF Energy, PBF LLC, PBFX Holdings, Merger Sub, PBFX, and PBFX GP entered
into the Merger Agreement pursuant to which PBF Energy and PBF LLC announced their intention to acquire
all of the publicly held common units in PBFX representing limited partner interests in the MLP not already
owned by certain wholly-owned subsidiaries of PBF Energy and its affiliates on the closing date of the Merger
Transaction. The Merger Transaction closed on November 30, 2022 and PBFX became an indirect wholly-
owned subsidiary of PBF Energy and PBF LLC.
At the Effective Time, pursuant to the terms of the Merger Agreement, each PBFX Public Common Unit
was converted into the right to receive: (i) the Merger Consideration and (ii) any cash in lieu of fractional shares
of PBF Energy Common Stock to which the holder thereof became entitled upon surrender of such PBFX
Public Common Units in accordance with the Merger Agreement. Such Merger Agreement consideration
totaled $303.7 million in cash and resulted in the issuance of 8,864,684 shares of PBF Energy Class A common
stock. The PBFX Common Units owned by PBF LLC and PBFX Holdings and the non-economic general
partner interest remain outstanding and were unaffected by the Merger. There was no change in ownership of
the non-economic general partner interest.
Debt and Credit Facilities
Senior Notes
PBFX’s 6.875% senior notes (the “PBFX 2023 Senior Notes”) were redeemed on February 2, 2023 and
are classified as Current debt as of December 31, 2022 within our Consolidated Balance Sheet.
During the year ended December 31, 2022, we exercised our rights under the indenture governing the
9.25% senior secured notes due 2025 (the “2025 Senior Secured Notes”) to redeem all of the outstanding 2025
Senior Secured Notes at a price of 104.625% of the aggregate principal amount thereof plus accrued and unpaid
interest. The aggregate redemption price for all 2025 Senior Secured Notes approximated $1.3 billion plus
accrued and unpaid interest. The difference between the carrying value of the 2025 Senior Secured Notes on the
date they were redeemed and the amount for which they were redeemed was $69.9 million and was recorded as
a Loss on extinguishment of debt in the Consolidated Statements of Operations.
During the year ended December 31, 2022, we made a number of open market repurchases of our 2028
Senior Notes and our 2025 Senior Notes that resulted in the extinguishment of $24.9 million in principal of the
2028 Senior Notes and $5.0 million in principal of the 2025 Senior Notes. Total cash consideration paid to
repurchase the principal amount outstanding of the 2028 Senior Notes and the 2025 Senior Notes, excluding
accrued interest, totaled $25.9 million and we recognized a $3.8 million gain on the extinguishment of this debt
during the year ended December 31, 2022.
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During the year ended December 31, 2021, we made a number of open market repurchases of our 2028
Senior Notes and our 2025 Senior Notes that resulted in the extinguishment of $173.5 million in principal of the
2028 Senior Notes and $55.5 million in principal of the 2025 Senior Notes. Total cash consideration paid to
repurchase the principal amount outstanding of the 2028 Senior Notes and the 2025 Senior Notes, excluding
accrued interest, totaled $146.8 million and we recognized a $79.9 million gain on the extinguishment of debt
during the year ended December 31, 2021.
On December 21, 2020, we issued an additional $250.0 million in aggregate principal amount of the
2025 Senior Secured Notes. The net proceeds from this offering were approximately $245.7 million after
deducting the initial purchasers’ discount and offering expenses. We used the net proceeds for general corporate
purposes.
On May 13, 2020, we issued $1.0 billion in aggregate principal amount of the 2025 Senior Secured
Notes. The net proceeds from this offering were approximately $982.9 million after deducting the initial
purchasers’ discount and offering expenses. We used the net proceeds for general corporate purposes.
On February 14, 2020, we exercised our rights under the indenture governing the 7.00% senior notes due
2023 (the “2023 Senior Notes”) to redeem all of the outstanding 2023 Senior Notes at a price of 103.5% of the
aggregate principal amount thereof plus accrued and unpaid interest. The aggregate redemption price for all
2023 Senior Notes approximated $517.5 million plus accrued and unpaid interest. The difference between the
carrying value of the 2023 Senior Notes on the date they were redeemed and the amount for which they were
redeemed was $22.2 million and has been classified as Loss on extinguishment of debt in the Consolidated
Statements of Operations for the year ending December 31, 2020.
On January 24, 2020, we issued $1.0 billion in aggregate principal amount of the 2028 Senior Notes. The
net proceeds from this offering were approximately $987.0 million after deducting the initial purchasers’
discount and offering expenses. We used $517.5 million of the proceeds to fully redeem our 2023 Senior Notes
and the balance to fund a portion of the cash consideration for Martinez Acquisition (as defined below).
PBF Holding Revolving Credit Facility
On May 25, 2022, we entered into an amendment of our existing Revolving Credit Agreement. Among
other things, the Revolving Credit Agreement amended and extended the Revolving Credit Facility through
January 2025 and increased the maximum commitment to $4.3 billion through May 2023 (currently set to adjust
to $2.75 billion in May 2023 through January 2025). The amendments also redefine certain components of the
Borrowing Base (as defined in the Revolving Credit Agreement) to reflect the existence of the two tranches,
tranche A which is comprised of existing lenders who have not elected to extend and whose commitments retain
the existing maturity date under the existing revolving credit agreement of May 2, 2023 (the “Tranche A
Commitments”) and tranche B, which is comprised of existing and new lenders whose commitments have an
extended maturity date of January 31, 2025 (the “Tranche B Commitments”). The Tranche A Commitments
total $1.55 billion and the Tranche B Commitments total $2.75 billion. The amendments also include changes to
incorporate the adoption of Secured Overnight Financing Rate (“SOFR”) as a replacement of LIBOR, changes
to joint lead arrangers, bookrunners, syndication agents and other titles, and other changes related to the
foregoing. In addition, an accordion feature allows for additional Tranche B Commitments of up to an
additional $500.0 million plus an amount equal to the Tranche A Commitments for existing Tranche A lenders.
During the year ended December 31, 2022, we made net repayments of $900.0 million on the Revolving
Credit Facility, resulting in no outstanding borrowings as of December 31, 2022. There was $900.0 million of
outstanding borrowings under the Revolving Credit Facility as of December 31, 2021 and December 31, 2020.
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PBFX Revolving Credit Facility
During the year ended December 31, 2022 PBFX made net repayments of $100.0 million on the PBFX
Revolving Credit Facility, resulting in no outstanding borrowings as of December 31, 2022. The outstanding
borrowings under the PBFX Revolving Credit Facility were $100.0 million and $200.0 million as of
December 31, 2021 and December 31, 2020, respectively.
Catalyst Financing Obligations
During the year ended December 31, 2022 and December 31, 2021, we settled certain of our precious
metals financing arrangements, resulting in reductions of debt of approximately $56.2 million and
$31.7 million, respectively.
The volumes of the precious metal catalyst and the interest rates are fixed over the term of each financing
arrangement. We are obligated to repurchase the precious metals catalyst at fair market value upon expiration of
these leases. For all leases not renewed at maturity, we have the ability and intent to finance such debt through
availability under our revolving credit facilities.
Refer to “Note 8 - Credit Facilities and Debt” of our Notes to Consolidated Financial Statements, for
further information.
Market Developments
The impact of the unprecedented global health and economic crisis sparked by the COVID-19 pandemic
at the end of the quarter ended March 31, 2020, created a shock in oil demand resulting in an economic
challenge to our industry which has not occurred since our formation. This resulted in significant demand
reduction for our refined products and atypical volatility in oil commodity prices. The demand for these
products started to recover in 2021 and continued to improve in 2022. Additionally, refining margins improved
significantly in 2022 as a result of high demand and global supply disruption.
Land Sales
On December 20, 2021, PBFX closed on a third-party sale of real property at the refined products
terminals in the greater Philadelphia area (“East Coast Terminals”). The sale resulted in a gain of approximately
$2.8 million in the fourth quarter of 2021, included within Gain on sale of assets in the Consolidated Statements
of Operations.
On December 30, 2020, we closed on a third-party sale of parcels of real property acquired as part of the
Torrance refinery, but not part of the refinery itself. The sale resulted in a gain of approximately $8.1 million in
the fourth quarter of 2020, included within Gain on sale of assets in the Consolidated Statements of Operations.
East Coast Refining Reconfiguration
On December 31, 2020, we completed the East Coast Refining Reconfiguration. As part of the
reconfiguration process, we temporarily idled certain of our major processing units at the Paulsboro refinery,
resulting in lower overall throughput and inventory levels in addition to decreases in capital and operating costs.
In 2022, we restarted several of these idled processing units. Based on this reconfiguration and subsequent
restart of several processing units, our East Coast throughput capacity currently approximates 335,000 barrels
per day.
Turnaround Costs and Assets under Construction
In 2020, we accelerated the recognition of approximately $56.2 million of unamortized deferred
turnaround amortization costs associated with these idled units. Additionally, we abandoned certain projects
related to assets under construction related to these idled assets, resulting in an impairment charge of
approximately $11.9 million in 2020.
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Capital Project Abandonments
During 2020, in connection with our strategic initiative to address the COVID-19 pandemic, including
our East Coast Refining Reconfiguration, we reassessed our refinery wide slate of capital projects that were
either in process or not yet placed into service as of December 31, 2020. Based on this reassessment and our
strategic plan to reduce capital expenditures, we decided to abandon various capital projects across the refining
system, resulting in an impairment charge of approximately $79.9 million in 2020.
Severance Costs
Following the onset of the COVID-19 pandemic, in 2020 we implemented a number of cost reduction
initiatives to strengthen our financial flexibility and rationalize overhead expenses, including workforce
reduction. During the second quarter of 2020, we reduced headcount across our refineries, which resulted in
approximately $12.9 million of severance related costs. Additionally, as a result of the East Coast Refining
Reconfiguration, we incurred charges in the fourth quarter of 2020 of approximately $11.8 million of severance
related expenses. These severance costs were included in general and administrative expenses.
Tax Receivable Agreement
In connection with PBF Energy’s IPO, PBF Energy entered into a Tax Receivable Agreement pursuant to
which PBF Energy is required to pay the members of PBF LLC, who exchange their units for PBF Energy
Class A common stock or whose units PBF Energy purchases, approximately 85% of the cash savings in
income taxes that PBF Energy realizes as a result of the increase in the tax basis of its interest in PBF LLC,
including tax benefits attributable to payments made under the Tax Receivable Agreement. PBF Energy has
recognized, as of December 31, 2022, a liability for the Tax Receivable Agreement of $338.6 million
($48.3 million as of December 31, 2021) reflecting the estimate of the undiscounted amounts that PBF Energy
expects to pay under the agreement. As of December 31, 2020, there was zero liability recognized related to the
Tax Receivable Agreement. As future taxable income is recognized, increases in our Tax Receivable Agreement
liability may be necessary in conjunction with the revaluation of deferred tax assets. Refer to “Note 12 -
Commitments and Contingencies” and “Note 19 - Income Taxes” of our Notes to Consolidated Financial
Statements for more details.
Early Return of Railcars
In the fourth quarter of 2020 we agreed to voluntarily return a portion of railcars under an operating lease
in order to rationalize certain components of our railcar fleet. Under the terms of the lease amendment, we
agreed to pay amounts in lieu of satisfaction of return conditions (the “early termination penalty”). As a result,
we recognized an expense of $12.5 million within Cost of sales, consisting of charges for the early termination
penalty and charges related to the remaining lease payments associated with the railcars identified within the
amended lease, all of which were idled and out of service as of December 31, 2020.
Sale of Hydrogen Plants
On April 17, 2020, we closed on the sale of five hydrogen plants to Air Products and Chemicals, Inc.
(“Air Products”) in a sale-leaseback transaction for gross cash proceeds of $530.0 million and recognized a gain
of $471.1 million. In connection with the sale, we entered into a transition services agreement, which was
followed by the execution of long-term supply agreements in August 2020, through which Air Products will
exclusively supply hydrogen, steam, carbon dioxide and other products to the Martinez, Torrance and Delaware
City refineries for a term of fifteen years.
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Martinez Acquisition
We acquired the Martinez refinery and related logistics assets from Shell Oil Products on February 1,
2020 for an aggregate purchase price of $1,253.4 million (the “Martinez Acquisition”), including final working
capital of $216.1 million and the obligation to make certain post-closing earn-out payments to Shell Oil
Products based on certain earnings thresholds of the Martinez refinery for a period of up to four years (the
“Martinez Contingent Consideration”). The transaction was financed through a combination of cash on hand,
including proceeds from the 2028 Senior Notes, and borrowings under the Revolving Credit Facility.
The Martinez refinery is located on an 860-acre site in the City of Martinez, 30 miles northeast of San
Francisco, California. The refinery is a high-conversion 157,000 bpd, dual-coking facility with a Nelson
Complexity Index of 16.1, making it one of the most complex refineries in the United States. The facility is
strategically positioned in Northern California and provides for operating and commercial synergies with the
Torrance refinery located in Southern California. In addition to refining assets, the Martinez Acquisition
includes a number of high-quality onsite logistics assets including a deep-water marine facility, product
distribution terminals and refinery crude and product storage facilities with approximately 8.8 million barrels of
shell capacity.
Inventory Intermediation Agreement
On October 25, 2021, PBF Holding and its subsidiaries, the PBF Entities, entered into the Third
Inventory Intermediation Agreement with J. Aron, pursuant to which the terms of the existing inventory
intermediation agreements were amended and restated in their entirety, including, among other things, pricing
and an extension of the terms. The Third Inventory Intermediation Agreement extends the term to December 31,
2024, which term may be further extended by mutual consent of the parties to December 31, 2025. On May 25,
2022, the PBF Entities entered into an amendment of the Third Inventory Intermediation Agreement to amend
certain provisions thereof that related to and were impacted by amendments made on May 25, 2022 to the
Revolving Credit Agreement.
Pursuant to the Third Inventory Intermediation Agreement, J. Aron will continue to purchase and hold
title to the J. Aron Products purchased or produced by the Refineries and delivered into the Storage Tanks.
Furthermore, J. Aron agrees to sell the J. Aron Products back to PRC and DCR (and, at the election of the PBF
Entities, Chalmette Refining) as the J. Aron Products are discharged out of the Storage Tanks. We exercised our
right to include the Chalmette refinery under the Third Inventory Intermediation Agreement in November 2021.
J. Aron has the right to store the J. Aron Products purchased in tanks under the Third Inventory Intermediation
Agreement and will retain these storage rights for the term of the agreement. We intend to utilize the crude oil
and will market and sell the refined products independently to third parties.
Renewable Fuel Standard
We are subject to obligations to purchase RINs required to comply with the Renewable Fuel Standard.
Our overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by
EPA. To the degree we are 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. We record our RINs obligation on a net
basis in Accrued expenses when our RINs liability is greater than the amount of RINs earned and purchased in a
given period and in Prepaid and other current assets when the amount of RINs earned and purchased is greater
than the RINs liability. We incurred approximately $1,225.5 million in RINs costs during the year ended
December 31, 2022 as compared to $726.0 million and $326.4 million during the years ended December 31,
2021 and 2020, respectively. The increases in RINs costs are due primarily to volatility in prices for ethanol-
linked RINs and increases in our production of on-road transportation fuels. Our RINs purchase obligation is
dependent on our actual shipment of on-road transportation fuels domestically and the amount of blending
achieved.
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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 products ultimately sold depends on numerous factors beyond our control,
including the supply of, and demand for, crude oil, gasoline, diesel and other refined 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 income
from operations fluctuate significantly with movements in industry refined 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 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, governmental regulations, 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 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 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.
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. Our Torrance
refinery generally follows the ANS (West Coast) 4-3-1 benchmark refining margin. Our Martinez refinery
generally follows the ANS (West Coast) 3-2-1 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.
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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 Consolidated Balance Sheets. 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.
We continually monitor our market risk exposure for market developments which could introduce
significant volatility in the financial markets.
Other Factors
We currently source our crude oil for our refineries on a global basis through a combination of market
purchases and short-term purchase contracts, and through our crude oil supply agreements. 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 East Coast 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. We have not
sourced crude oil under our crude supply arrangement with Petróleos de Venezuela S.A. (“PDVSA”) since 2017
as PDVSA has suspended deliveries due to our inability to agree to mutually acceptable payment terms and
because of U.S. government sanctions against PDVSA.
Currently, crude oil delivered by rail is consumed at our East Coast refineries. The Delaware City rail
unloading facilities, and the East Coast Storage Assets, allow 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. In support of this rail strategy, we have at
times entered into agreements to lease or purchase crude railcars. Certain of these railcars were subsequently
sold to a third-party, which has leased the railcars back to us for periods of between four and seven years. In
subsequent periods, we have sold or returned railcars to optimize our railcar portfolio. 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 emission
control regulations, including the cost of RINs required for compliance with the Renewable Fuel Standard. The
predominant variable cost is energy, in particular, the price of utilities, natural gas and electricity.
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.
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Refinery-Specific Information
The following section includes refinery-specific information related to our operations, crude oil
differentials, ancillary costs, and local premiums and discounts.
East Coast Refining System (Delaware City and Paulsboro Refineries). The benchmark refining margin
for the East Coast Refining System is calculated by assuming that two barrels of Dated Brent crude oil are
converted into one barrel of gasoline and one barrel of diesel. We calculate this benchmark using the NYH
market value of reformulated blendstock for oxygenate blending (“RBOB”) and ULSD against the market value
of Dated Brent and refer to the benchmark as the Dated Brent (NYH) 2-1-1 benchmark refining margin. The
East Coast Refining System has a product slate of approximately 39% gasoline, 37% distillate, 2% high-value
Group I lubricants, 1% high-value petrochemicals, with the remaining portion of the product slate comprised of
lower-value products (3% LPGs, 12% black oil and 6% other). For this reason, we believe the Dated Brent
(NYH) 2-1-1 is an appropriate benchmark industry refining margin. The majority of East Coast refining
revenues are generated off NYH-based market prices.
The East Coast Refining System’s realized gross margin on a per barrel basis is projected to differ from
the Dated Brent (NYH) 2-1-1 benchmark refining margin due to the following factors:
•
the system processes a slate of primarily medium and heavy sour crude oils, which has constituted
approximately 60% to 75% 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 crude oil 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 our East Coast Refining System, we produce
lower value products including sulfur, carbon dioxide and petroleum coke. These products are priced at a
significant discount to RBOB and ULSD.
•
the Paulsboro refinery produces Group I lubricants which carry a premium sales price to RBOB and
ULSD and the black oil is sold as asphalt which may be sold at a premium or discount to Dated Brent based
on the market.
Toledo Refinery. The benchmark refining margin for the Toledo refinery is calculated by assuming that
four barrels of 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 CBOB and ULSD and
the United States Gulf Coast value of jet fuel against the market value of WTI and refer to this benchmark as the
WTI (Chicago) 4-3-1 benchmark refining margin. Our Toledo refinery has a product slate of approximately
51% gasoline, 36% distillate, 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 3%
black oil). 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 differed from 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.
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Chalmette Refinery. The benchmark refining margin for the Chalmette refinery is calculated by assuming
two barrels of LLS crude oil are converted into one barrel of gasoline and one barrel of diesel. We calculate this
benchmark using the US Gulf Coast market value of 87 conventional gasoline and ULSD against the market
value of LLS 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 44% gasoline and 36% distillate, 1% high-value
petrochemicals with the remaining portion of the product slate comprised of lower-value products (7% black
oil, 5% LPGs, 3% petroleum coke, and 4% 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.
The Chalmette refinery’s realized gross margin on a per barrel basis has historically differed from the
LLS (Gulf Coast) 2-1-1 benchmark refining margin due to the following factors:
the Chalmette refinery has generally processed a slate of primarily medium and heavy sour crude oils,
•
which has historically constituted approximately 50% to 75% of total throughput. The remaining
throughput consists of sweet crude oil and other feedstocks and blendstocks; and
as a result of the heavy, sour crude slate processed at Chalmette, we produce lower-value products
•
including sulfur and petroleum coke. These products are priced at a significant discount to 87 conventional
gasoline and ULSD.
Torrance Refinery. The benchmark refining margin for the Torrance refinery is calculated by assuming
that four barrels of ANS crude oil are converted into three barrels of gasoline, one-half barrel of diesel and one-
half barrel of jet fuel. We calculate this benchmark using the West Coast Los Angeles market value of
California reformulated blendstock for oxygenate blending (“CARBOB”), CARB diesel and jet fuel and refer to
the benchmark as the ANS (West Coast) 4-3-1 benchmark refining margin. Our Torrance refinery has a product
slate of approximately 56% gasoline and 27% distillate with the remaining portion of the product slate
comprised of lower-value products (3% LPG, 3% black oil and 11% other). For this reason, we believe the ANS
(West Coast) 4-3-1 is an appropriate benchmark industry refining margin. The majority of Torrance revenues
are generated off West Coast Los Angeles-based market prices.
The Torrance refinery’s realized gross margin on a per barrel basis has historically differed from the
ANS (West Coast) 4-3-1 benchmark refining margin due to the following factors:
the Torrance refinery has generally processed a slate of primarily heavy sour crude oils, which has
•
historically constituted approximately 70% to 90% of total throughput. The Torrance crude slate has the
lowest API gravity (typically an API gravity of less than 20 degrees) of all of our refineries. The remaining
throughput consists of other feedstocks and blendstocks; and
as a result of the heavy, sour crude slate processed at Torrance, we produce lower-value products
•
including petroleum coke and sulfur. These products are priced at a significant discount to gasoline and
diesel.
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Martinez Refinery. The benchmark refining margin for the Martinez refinery is calculated by assuming
that three barrels of ANS crude oil are converted into two barrels of gasoline, one-quarter barrel of diesel and
three-quarter barrel of jet fuel. We calculate this benchmark using the West Coast San Francisco market value
of CARBOB, CARB diesel and jet fuel and refer to the benchmark as the ANS (West Coast) 3-2-1 benchmark
refining margin. Our Martinez refinery has a product slate of approximately 54% gasoline and 35% distillate
with the remaining portion of the product slate comprised of lower-value products (2% black oil petroleum
coke, 4% LPG and 5% other). For this reason, we believe the ANS (West Coast) 3-2-1 is an appropriate
benchmark industry refining margin. The majority of Martinez revenues are generated off West Coast San
Francisco-based market prices.
The Martinez refinery’s realized gross margin on a per barrel basis has historically differed from the
ANS (West Coast) 4-3-1 benchmark refining margin due to the following factors:
the Martinez refinery has generally processed a slate of primarily heavy sour crude oils, which has
•
historically constituted approximately 70% to 90% of total throughput. The remaining throughput consists
of other feedstocks and blendstocks; and
as a result of the heavy, sour crude slate processed at Martinez, we produce lower-value products
•
including petroleum coke and sulfur. These products are priced at a significant discount to gasoline and
CARB diesel.
Results of Operations
The tables below reflect our consolidated financial and operating highlights for the years ended
December 31, 2022, 2021 and 2020 (amounts in millions, except per share data). Differences between the
results of operations of PBF Energy and PBF LLC primarily pertain to income taxes, interest expense and
noncontrolling interest as shown below. Earnings per share information applies only to the financial results of
PBF Energy. We operate in two reportable business segments: Refining and Logistics. Our oil refineries,
excluding the assets operated by PBFX, are all engaged in the refining of crude oil and other feedstocks into
petroleum products, and represent the Refining segment. PBFX is an indirect wholly-owned subsidiary of PBF
Energy and PBF LLC that operates certain logistics assets such as crude oil and refined products terminals,
pipelines and storage facilities. PBFX’s operations represent the Logistics segment. We do not separately
discuss our results by individual segments as, apart from PBFX’s third-party acquisitions, our Logistics segment
did not have any significant third-party revenues and a significant portion of its operating results are eliminated
in consolidation.
71
PBF Energy
Revenues
Cost and expenses:
Cost of products and other
Year Ended December 31,
2021
2022
2020
$
46,830.3 $
27,253.4 $
15,115.9
39,049.1
23,826.8
14,275.6
Operating expenses (excluding depreciation and
amortization expense as reflected below)
Depreciation and amortization expense
Cost of sales
General and administrative expenses (excluding
depreciation and amortization expense as reflected
below)
Depreciation and amortization expense
Change in fair value of contingent consideration, net
Impairment expense
Loss (gain) on sale of assets
Total cost and expenses
Income (loss) from operations
Other income (expense):
Interest expense, net
Change in Tax Receivable Agreement liability
Change in fair value of catalyst obligations
(Loss) gain on extinguishment of debt
Other non-service components of net periodic benefit
cost
Income (loss) before income taxes
Income tax expense
Net income (loss)
Less: net income attributable to noncontrolling interests
Net income (loss) attributable to PBF Energy Inc.
stockholders
Consolidated gross margin
Gross refining margin (1)
Net income available to Class A common stock per share:
Basic
Diluted
——————————
(1) See Non-GAAP Financial Measures.
$
$
$
$
$
2,599.0
503.6
42,151.7
468.7
7.5
48.3
—
0.9
2,085.9
453.5
26,366.2
247.3
13.3
32.4
—
(3.0)
42,677.1
4,153.2
26,656.2
597.2
(246.0)
(290.3)
(2.0)
(66.1)
8.8
3,557.6
584.8
2,972.8
96.0
(317.5)
(48.3)
8.5
79.9
7.8
327.6
12.1
315.5
84.5
2,876.8 $
4,678.6 $
231.0 $
887.2 $
1,918.3
551.7
16,745.6
248.5
11.3
(93.7)
98.8
(477.8)
16,532.7
(1,416.8)
(258.2)
373.5
(11.8)
(22.2)
4.3
(1,331.2)
2.1
(1,333.3)
59.1
(1,392.4)
(1,629.7)
7,429.9 $
3,087.7 $
496.8
23.47 $
22.84 $
1.92 $
1.90 $
(11.64)
(11.64)
72
PBF LLC
Revenues
Cost and expenses:
Cost of products and other
Year Ended December 31,
2022
2021
2020
$
46,830.3 $
27,253.4 $
15,115.9
39,049.1
23,826.8
14,275.6
Operating expenses (excluding depreciation and
amortization expense as reflected below)
Depreciation and amortization expense
Cost of sales
General and administrative expenses (excluding
depreciation and amortization expense as reflected below)
Depreciation and amortization expense
Change in fair value of contingent consideration, net
Impairment expense
Loss (gain) on sale of assets
Total cost and expenses
Income (loss) from operations
Other income (expense):
Interest expense, net
Change in fair value of catalyst obligations
(Loss) gain on extinguishment of debt
Other non-service components of net periodic benefit cost
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 Company
LLC
2,599.0
503.6
42,151.7
466.6
7.5
48.3
—
0.9
2,085.9
453.5
26,366.2
245.2
13.3
32.4
—
(3.0)
42,675.0
4,155.3
26,654.1
599.3
(257.2)
(2.0)
(66.1)
8.8
3,838.8
4.6
3,834.2
68.1
(327.8)
8.5
79.9
7.8
367.7
(14.0)
381.7
82.1
1,918.3
551.7
16,745.6
247.7
11.3
(93.7)
98.8
(477.8)
16,531.9
(1,416.0)
(268.5)
(11.8)
(22.2)
4.3
(1,714.2)
6.1
(1,720.3)
76.2
$
3,766.1 $
299.6 $
(1,796.5)
73
Operating Highlights
Key Operating Information
Production (bpd in thousands)
Crude oil and feedstocks throughput (bpd in thousands)
Total crude oil and feedstocks throughput (millions of barrels)
Consolidated gross margin per barrel of throughput
Gross refining margin, excluding special items, per barrel of
throughput (1)
Refinery operating expense, per barrel of throughput
Crude and feedstocks (% of total throughput) (2)
Heavy
Medium
Light
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.
Year Ended December 31,
2022
2021
2020
937.1
925.1
337.7
13.85
22.00
7.39
$
$
$
852.2
834.5
304.6
2.91
7.94
6.56
$
$
$
$
$
$
32 %
36 %
18 %
14 %
34 %
31 %
18 %
17 %
737.1
727.7
266.3
(6.12)
3.23
6.89
42 %
26 %
17 %
15 %
100 %
100 %
100 %
47 %
35 %
1 %
1 %
17 %
101 %
53 %
30 %
1 %
2 %
16 %
102 %
51 %
30 %
1 %
1 %
18 %
101 %
(2) We define heavy crude oil as crude oil with an API gravity of less than 24 degrees. We define medium crude
oil as crude oil with an API gravity between 24 and 35 degrees. We define light crude oil as crude oil with an
API gravity higher than 35 degrees.
74
The table below summarizes certain market indicators relating to our operating results as reported by Platts, a
division of The McGraw-Hill Companies.
Dated Brent crude oil
West Texas Intermediate (WTI) crude oil
Light Louisiana Sweet (LLS) crude oil
Alaska North Slope (ANS) crude oil
Crack Spreads
Dated Brent (NYH) 2-1-1
WTI (Chicago) 4-3-1
LLS (Gulf Coast) 2-1-1
ANS (West Coast-LA) 4-3-1
ANS (West Coast-SF) 3-2-1
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)
WTI less LLS (light, sweet)
WTI less ANS (light, sweet)
Natural gas (dollars per MMBTU)
2022 Compared to 2021
Year Ended December 31,
2022
2021
2020
(dollars per barrel, except as noted)
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
101.27 $
94.58 $
96.81 $
98.76 $
40.26 $
31.56 $
37.56 $
41.64 $
41.89 $
6.68 $
13.95 $
6.98 $
9.68 $
21.30 $
(4.05) $
(3.04) $
(2.22) $
(4.17) $
6.54 $
70.89 $
68.10 $
69.59 $
70.56 $
16.84 $
16.34 $
16.03 $
20.10 $
20.55 $
2.80 $
6.47 $
2.63 $
3.90 $
14.19 $
(0.14) $
2.25 $
(1.50) $
(2.46) $
3.73 $
41.62
39.25
41.13
42.20
9.11
6.30
7.59
11.30
9.99
2.37
5.37
2.33
1.81
10.72
2.41
2.13
(1.88)
(2.95)
2.13
Overview— PBF Energy net income was $2,972.8 million for the year ended December 31, 2022
compared to net income of $315.5 million for the year ended December 31, 2021. PBF LLC net income was
$3,834.2 million for the year ended December 31, 2022 compared to net income of $381.7 million for the year
ended December 31, 2021. Net income attributable to PBF Energy stockholders was $2,876.8 million, or $22.84
per diluted share, for the year ended December 31, 2022 ($22.84 per share on a fully-exchanged, fully-diluted
basis based on adjusted fully-converted net income, or $23.36 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) compared to net income attributable to PBF Energy stockholders of $231.0 million, or
$1.90 per diluted share, for the year ended December 31, 2021 ($1.90 per share on a fully-exchanged, fully-
diluted basis based on adjusted fully-converted net income, or $(2.50) per share on a fully-exchanged, fully-
diluted basis based on adjusted fully-converted net loss excluding special items, as described below in Non-
GAAP Financial Measures). The net income attributable to PBF Energy stockholders represents PBF Energy’s
equity interest in PBF LLC’s pre-tax income, less applicable income tax expense. PBF Energy’s weighted-
average equity interest in PBF LLC was 99.3% and 99.2% for the years ended December 31, 2022 and 2021,
respectively.
75
Our results for the year ended December 31, 2022 were negatively impacted by special items consisting
of pre-tax charges associated with the change in the Tax Receivable Agreement liability of $290.3 million, or
$215.1 million net of tax, a net loss on the extinguishment of debt mainly associated with the redemption of our
2025 Senior Secured Notes of $66.1 million, or $49.0 million net of tax, and net changes in fair value of
contingent consideration of $48.3 million, or $35.8 million net of tax, partially offset by a $233.8 million tax
benefit associated with the remeasurement of certain deferred tax assets. Our results for the year ended
December 31, 2021 were positively impacted by special items consisting of a non-cash, pre-tax LCM inventory
adjustment of approximately $669.6 million, or $496.2 million net of tax, a pre-tax gain on the extinguishment
of debt associated with the repurchase of a portion of our 2028 Senior Notes and 2025 Senior Notes of $79.9
million, or $59.2 million net of tax, a gain on the sale of certain PBFX land of $2.8 million, or $2.1 million net
of tax, and a $37.4 million tax benefit associated with the remeasurement of certain deferred tax assets, offset by
pre-tax charges associated with the change in the Tax Receivable Agreement liability of $48.3 million, or
$35.8 million net of tax and a change in fair value of the Martinez Contingent Consideration and the earn-out
obligation associated with the acquisition of CPI Operations LLC (the “PBFX Contingent Consideration”) of
$32.4 million, or $24.0 million net of tax.
Excluding the impact of these special items, when comparing our results to the year ended December 31,
2021, we experienced an increase in the demand for our refined products, evidenced by higher throughput
volumes and barrels sold at all of our refineries, as well as overall stronger refining margins due to favorable
movements in crack spreads and crude oil differentials. These improving metrics have positively impacted our
revenues, gross margin, and operating income.
Revenues— Revenues totaled $46.8 billion for the year ended December 31, 2022 compared to $27.3
billion for the year ended December 31, 2021, an increase of approximately $19.5 billion or 71.4%. Revenues
per barrel sold were $123.26 and $80.79 for the years ended December 31, 2022 and 2021, respectively, an
increase of 52.6% directly related to higher hydrocarbon commodity prices. For the year ended December 31,
2022, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries
averaged approximately 300,300 bpd, 148,500 bpd, 180,700 bpd and 295,600 bpd, respectively. For the year
ended December 31, 2021, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West
Coast refineries averaged approximately 250,900 bpd, 134,100 bpd, 163,300 bpd and 286,200 bpd, respectively.
For the year ended December 31, 2022, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast and
West Coast refineries averaged approximately 353,800 bpd, 158,200 bpd, 190,600 bpd and 338,400 bpd,
respectively. For the year ended December 31, 2021, the total barrels sold at our East Coast, Mid-Continent,
Gulf Coast and West Coast refineries averaged approximately 292,500 bpd, 142,600 bpd, 170,400 bpd and
318,700 bpd, respectively.
Overall average throughput rates were higher for the year ended December 31, 2022 compared to 2021.
During the year ended December 31, 2021, we operated our refineries at reduced rates and periodically
increased the throughput rates across our entire refining system to correlate with the gradual increases in
demand experienced throughout the year. Overall average throughput in 2022 remained high as a result of
sustained increases in demand and favorable market conditions. Total refined product barrels sold were higher
than throughput rates, reflecting sales from inventory as well as sales and purchases of refined products outside
our refineries.
Consolidated Gross Margin— Consolidated gross margin totaled $4,678.6 million for the year ended
December 31, 2022, compared to $887.2 million for the year ended December 31, 2021, an increase of $3,791.4
million. Gross refining margin (as described below in Non-GAAP Financial Measures) totaled $7,429.9 million,
or $22.00 per barrel of throughput, for the year ended December 31, 2022 compared to $3,087.7 million, or
$10.14 per barrel of throughput, for the year ended December 31, 2021, an increase of approximately $4,342.2
million. Gross refining margin excluding special items totaled $7,429.9 million, or $22.00 per barrel of
throughput, for the year ended December 31, 2022 compared to $2,418.1 million, or $7.94 per barrel of
throughput, for the year ended December 31, 2021, an increase of $5,011.8 million.
76
During the year ended December 31, 2022, our margin calculations were not impacted by special items.
Consolidated gross margin and gross refining margin increased due to favorable movements in certain crack
spreads and crude oil differentials and higher throughput volumes and barrels sold at all our refineries. For the
year ended December 31, 2021, our margin calculations included a favorable special item related to a non-cash
LCM inventory adjustment of approximately $669.6 million on a net basis resulting from the increase in crude
oil and refined product prices from the year ended December 31, 2020 to the year ended December 31, 2021.
Additionally, our results continue to be impacted by significant costs to comply with the RFS. Total RFS
costs were $1,225.5 million for the year ended December 31, 2022 compared to $726.0 million for the year
ended December 31, 2021.
Average industry margins were favorable during the year ended December 31, 2022 compared to the
prior year, primarily due to increased refining margins as a result of sustained demand and global supply
disruptions.
Favorable movements in these benchmark crude differentials typically result in lower crude costs and
positively impact our earnings, while reductions in these benchmark crude differentials typically result in higher
crude costs and negatively impact our earnings.
On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $40.26 per
barrel, or 139.1% higher, in the year ended December 31, 2022, as compared to $16.84 per barrel in the same
period in 2021. Our margins were positively impacted from our refinery specific slate on the East Coast by
strengthened Dated Brent/Maya differential, which increased by $7.48 per barrel, offset by weakened WTI/
Bakken differential, which decreased by $3.91 per barrel compared to the same period in 2021. The WTI/WCS
differential increased to $21.30 per barrel in 2022 compared to $14.19 per barrel in 2021, which favorably
impacted our cost of heavy Canadian crude.
Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $31.56 per barrel, or
93.1% higher, in the year ended December 31, 2022, as compared to $16.34 per barrel in the prior year. Our
margins were negatively impacted from our refinery specific slate in the Mid-Continent by a decreasing WTI/
Bakken differential, which averaged a premium of $4.05 per barrel in the year ended December 31, 2022, as
compared to a premium of $0.14 per barrel in the prior year. Additionally, the WTI/Syncrude differential
averaged a premium of $3.04 per barrel for the year ended December 31, 2022 as compared to a discount of
$2.25 per barrel in the prior year.
On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $37.56 per barrel, or 134.3%
higher, in the year ended December 31, 2022 as compared to $16.03 per barrel in the prior year. Margins on the
Gulf Coast were negatively impacted from our refinery specific slate by a weakening WTI/LLS differential,
which averaged a premium of $2.22 per barrel for the year ended December 31, 2022 as compared to a premium
of $1.50 per barrel in the prior year.
On the West Coast, the ANS (West Coast) 4-3-1 industry crack spread was $41.64 per barrel, or 107.2%
higher, in the year ended December 31, 2022 as compared to $20.10 per barrel in the prior year. Additionally,
the ANS (West Coast) 3-2-1 industry crack spread was $41.89 per barrel, or 103.8% higher, in the year ended
December 31, 2022 as compared to $20.55 per barrel in the prior year. Our margins on the West Coast were
negatively impacted from our refinery specific slate by a weakening WTI/ANS differential, which averaged a
premium of $4.17 per barrel for the year ended December 31, 2022 as compared to a premium of $2.46 per
barrel in the prior year.
77
Operating Expenses— Operating expenses totaled $2,599.0 million for the year ended December 31,
2022 compared to $2,085.9 million for the year ended December 31, 2021, an increase of approximately $513.1
million, or 24.6%. Of the total $2,599.0 million in operating expenses, $2,495.6 million, or 7.39 per barrel of
throughput, related to expenses incurred by the Refining segment, while the remaining $103.4 million related to
expenses incurred by the Logistics segment ($1,999.1 million or 6.56 per barrel of throughput, and
$86.8 million of operating expenses for the year ended December 31, 2021 related to the Refining and Logistics
segments, respectively). The increase in operating expenses was mainly attributable to increases in natural gas
volumes and price across our refineries when compared to the prior year. Additionally, we experienced higher
outside services, maintenance and operational costs due to increased production.
General and Administrative Expenses— General and administrative expenses totaled $468.7 million for
the year ended December 31, 2022, compared to $247.3 million for the year ended December 31, 2021, an
increase of $221.4 million or 89.5%. The increase in general and administrative expenses is primarily related to
higher employee-related expenses, certain of which includes the recognition of incentive compensation. Our
general and administrative expenses are comprised of personnel, facilities and other infrastructure costs
necessary to support our refineries and related logistics assets.
Depreciation and Amortization Expense— Depreciation and amortization expense totaled $511.1 million
for the year ended December 31, 2022 (including $503.6 million recorded within Cost of sales) compared to
$466.8 million for the year ended December 31, 2021 (including $453.5 million recorded within Cost of sales),
an increase of $44.3 million. The increase was a result of a general increase in our fixed asset base due to capital
projects and turnarounds completed since the end of the prior year.
Change in Fair Value of Contingent Consideration, net— Change in fair value of contingent
consideration represented a loss of $48.3 million and a loss of $32.4 million for the years ended December 31,
2022 and December 31, 2021, respectively. These losses were primarily related to the changes in estimated fair
value of the earn-out liability associated with the acquisition of the Martinez refinery, offset by the recognition
of contingent assets associated with the acquisition.
Loss (Gain) on Sale of Assets— There was a loss of $0.9 million for the year ended December 31, 2022
related primarily to the sale of non-operating refinery assets. There was a gain of $3.0 million for the year ended
December 31, 2021 related primarily to a third-party sale of PBFX real property.
Change in Tax Receivable Agreement Liability— Change in the Tax Receivable Agreement liability for
the year ended December 31, 2022 and December 31, 2021, represented a charge of $290.3 million and a charge
of $48.3 million, respectively. These charges were primarily the result of changes in the deferred tax asset
valuation allowance recorded in accordance with Accounting Standards Codification (“ASC”) 740 Income
Taxes (“ASC 740”), related to the reduction of deferred tax assets associated with the payments made or
expected to be made in connection with the Tax Receivable Agreement liability.
Change in Fair Value of Catalyst Obligations— Change in fair value of catalyst obligations represented
a loss of $2.0 million for the year ended December 31, 2022, compared to a gain of $8.5 million for the year
ended December 31, 2021. These losses and gains relate to the change in fair value of the precious metals
underlying the sale and leaseback of our refineries’ precious metal catalysts, which we are obligated to
repurchase at fair market value upon lease termination.
(Loss) Gain on Extinguishment of Debt— We incurred a loss on extinguishment of debt of $66.1 million
in the year ended December 31, 2022 related to the redemption of all of the outstanding 2025 Senior Secured
Notes, slightly offset by a gain related to the repurchase of a portion of our 2028 Senior Notes and 2025 Senior
Notes. We incurred a gain on extinguishment of debt of $79.9 million in the year ended December 31, 2021
related to the repurchase of a portion of our 2028 Senior Notes and 2025 Senior Notes.
78
Interest Expense, net— PBF Energy interest expense totaled $246.0 million for the year ended
December 31, 2022, compared to $317.5 million for the year ended December 31, 2021, a decrease of $71.5
million. This net decrease is mainly attributable to the redemption of the 2025 Senior Secured Notes during the
third quarter of 2022, as well as lower outstanding balances on our revolving credit facilities. Interest expense
includes interest on long-term debt including the PBFX credit facilities, costs related to the sale and leaseback
of our precious metal catalysts, financing costs associated with the Third Inventory Intermediation Agreement
with J. Aron, letter of credit fees associated with the purchase of certain crude oils and the amortization of
deferred financing costs. PBF LLC interest expense totaled $257.2 million and $327.8 million for the year
ended December 31, 2022 and December 31, 2021, respectively (inclusive of $11.2 million and $10.3 million,
respectively, of incremental interest expense on the affiliate note payable with PBF Energy that eliminates in
consolidation in the PBF Energy consolidated financial statements).
Income Tax Expense— PBF LLC is organized as a limited liability company and PBFX is a partnership,
both of which are treated as “flow-through” entities for federal income tax purposes and therefore are not
subject to income tax. However, two subsidiaries of Chalmette Refining and our Canadian subsidiary, PBF
Energy Limited, are treated as C-Corporations for income tax purposes and may incur income taxes with respect
to their earnings, as applicable. The members of PBF LLC are required to include their proportionate share of
PBF LLC’s taxable income or loss, on their respective tax returns. PBF LLC generally makes distributions to its
members, per the terms of PBF LLC’s 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 99.3% and 99.2%, on a weighted-average basis for the years ended December 31, 2022 and
2021, 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 (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, including the impact of noncontrolling interests, for the years ended December 31, 2022 and
2021 was 16.4% and 3.7%, respectively. The effective tax rate for both years was significantly impacted by
changes in the deferred tax valuation allowance. In 2022, the full valuation allowance was released, resulting in
a tax benefit of $308.5 million for the year ended December 31, 2022, compared to a tax benefit of $49.9
million for the year ended December 31, 2021.
Noncontrolling Interest— PBF Energy is the sole managing member of, and has a controlling interest in,
PBF LLC. As the sole managing member of PBF LLC, PBF Energy operates and controls all of the business
and affairs of PBF LLC and its subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its
subsidiaries, including PBFX. With respect to the consolidation of PBF LLC, we record a noncontrolling
interest for the economic interest in PBF LLC held by members other than PBF Energy, with respect to the
consolidation of PBFX, we recorded a noncontrolling interest for the economic interests in PBFX held by the
public unitholders of PBFX prior to the close of the PBFX Merger Transaction, and with respect to the
consolidation of PBF Holding, we record a 20% noncontrolling interest for the ownership interests in two
subsidiaries of Chalmette Refining held by a third-party. The total noncontrolling interest on the Consolidated
Statements 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 unitholders of PBFX
prior to the close of the PBFX Merger Transaction and by the third-party stockholders of certain of Chalmette
Refining’s subsidiaries. The total noncontrolling interest on the Consolidated Balance Sheets 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 third-party stockholders of the two Chalmette Refining subsidiaries. PBF
Energy’s weighted-average equity noncontrolling interest ownership percentage in PBF LLC for the years
ended December 31, 2022 and 2021 was approximately 0.7% and 0.8%, respectively. The carrying amount of
the noncontrolling interest on our Consolidated Balance Sheets 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.
79
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 GAAP, and our calculations thereof may not be comparable to similarly entitled measures
reported by other companies. Such Non-GAAP financial measures are presented only in the context of PBF
Energy’s results and are not presented or discussed in respect to PBF LLC.
Special Items
The Non-GAAP measures presented include Adjusted Fully-Converted Net Income (Loss) excluding
special items, gross refining margin excluding special items, EBITDA excluding special items, and net debt to
capitalization excluding special items. Special items for the periods presented relate to LCM inventory
adjustments, net changes in fair value of contingent consideration, changes in the Tax Receivable Agreement
liability, loss (gain) on extinguishment of debt, gain on sale of hydrogen plants, severance and reconfiguration
costs, impairment expense, net tax (benefit) expense on remeasurement of deferred tax assets, gains on land
sales, charges associated with the early return of certain leased railcars, turnaround acceleration costs, and a
LIFO inventory decrement. See “Notes to Non-GAAP Financial Measures” below for more details on all
special items disclosed. 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 helpful 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.
80
Adjusted Fully-Converted Net Income (Loss) and Adjusted Fully-Converted Net Income (Loss) Excluding
Special Items
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 PBF Energy Class A common stock. In addition, we
present results on an Adjusted Fully-Converted basis excluding special items as described above. 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.
Neither Adjusted Fully-Converted Net Income (Loss) nor Adjusted Fully-Converted Net Income (Loss)
excluding special items should be considered an alternative to net income (loss) presented in accordance with
GAAP. Adjusted Fully-Converted Net Income (Loss) and Adjusted Fully-Converted Net Income (Loss)
excluding special items presented by other companies may not be comparable to our presentation, since each
company may define these terms differently. The differences between Adjusted Fully-Converted and GAAP
results are as follows:
1.
2.
Assumed exchange of all 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 PBF Energy’s IPO, PBF Energy was organized as a limited liability company
treated as a “flow-through” entity for income tax purposes, and even after PBF Energy’s IPO, not all of
its earnings are subject to corporate-level income taxes. Adjustments have been made to the Adjusted
Fully-Converted tax provisions and earnings to assume that PBF Energy had adopted its post-IPO
corporate tax structure for all periods presented and is 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 PBF Energy’s earnings that are subject to corporate
income tax.
81
The following table reconciles PBF Energy’s Adjusted Fully-Converted results with its results presented
in accordance with GAAP for the years ended December 31, 2022, 2021 and 2020 (in millions, except share and
per share amounts):
Year Ended December 31,
2022
2021
2020
Net income (loss) attributable to PBF Energy Inc. stockholders
$
2,876.8 $
231.0 $
(1,392.4)
Less: Income allocated to participating securities
Income (loss) available to PBF Energy Inc. stockholders - basic
Add: Net income (loss) attributable to noncontrolling interests(1)
Less: Income tax (expense) benefit (2)
Adjusted fully-converted net income (loss)
—
2,876.8
27.9
(7.2)
—
231.0
2.4
(0.6)
0.1
(1,392.5)
(17.1)
4.6
$
2,897.5 $
232.8 $
(1,405.0)
Special Items:(3)
Add: Non-cash LCM inventory adjustment
Add: Change in fair value of contingent consideration, net
Add: Gain on sale of hydrogen plants
Add: Gain on land sales
Add: Impairment expense
Add: LIFO inventory decrement
Add: Turnaround acceleration costs
Add: Severance and reconfiguration costs
Add: Early railcar return expense
Add: Loss (gain) on extinguishment of debt
Add: Change in Tax Receivable Agreement liability
Add: Net tax (benefit) expense on remeasurement of deferred tax
assets
Less: Recomputed income tax on special items
—
48.3
—
—
—
—
—
—
—
66.1
290.3
(233.8)
(104.9)
(669.6)
32.4
—
(2.8)
—
—
—
—
—
(79.9)
48.3
(37.4)
173.9
268.0
(93.7)
(471.1)
(8.1)
98.8
83.0
56.2
30.0
12.5
22.2
(373.5)
259.1
99.9
Adjusted fully-converted net income (loss) excluding special items
$
2,963.5 $
(302.3) $
(1,421.7)
Weighted-average shares outstanding of PBF Energy Inc.
122,598,076
120,240,009
119,617,998
Conversion of PBF LLC Series A Units (4)
Common stock equivalents (5)
917,991
988,730
1,042,667
3,344,039
1,409,415
—
Fully-converted shares outstanding—diluted
126,860,106
122,638,154
120,660,665
Diluted net income (loss) per share
Adjusted fully-converted net income (loss) per fully exchanged,
fully diluted shares outstanding (5)
Adjusted fully-converted net income (loss) excluding special items
per fully exchanged, fully diluted shares outstanding
$
$
$
22.84 $
1.90 $
(11.64)
22.84 $
1.90 $
(11.64)
23.36 $
(2.50) $
(11.78)
——————————
See Notes to Non-GAAP Financial Measures.
82
Gross Refining Margin and Gross Refining Margin Excluding Special Items
Gross refining margin is defined as consolidated gross margin excluding refinery depreciation, refinery
operating expenses, and gross margin of PBFX. We believe both gross refining margin and gross refining
margin excluding special items are important measures of operating performance and provide useful
information to investors because they are helpful metric comparisons to the industry refining margin
benchmarks, as the refining margin benchmarks do not include a charge for operating expenses and refinery
depreciation. In order to assess our operating performance, we compare our gross refining margin (revenues less
cost of products and other) to industry refining margin benchmarks and crude oil prices as defined in the table
below.
Neither gross refining margin nor gross refining margin excluding special items should be considered an
alternative to consolidated gross margin, income from operations, net cash flows from operating activities or
any other measure of financial performance or liquidity presented in accordance with GAAP. Gross refining
margin and gross refining margin excluding special items presented by other companies may not be comparable
to our presentation, since each company may define these terms differently. The following table presents our
GAAP calculation of gross margin and a reconciliation of gross refining margin to the most directly comparable
GAAP financial measure, consolidated gross margin, on a historical basis, as applicable, for each of the periods
indicated (in millions, except per barrel amounts):
Year Ended December 31,
2022
2021
2020
per barrel
of
throughput
$
per barrel
of
throughput
$
per barrel
of
throughput
$
$ 46,830.3 $
138.69 $ 27,253.4 $
89.46 $ 15,115.9 $
56.76
42,151.7
124.84
26,366.2
86.55
16,745.6
62.88
$
4,678.6 $
13.85 $
887.2 $
2.91 $
(1,629.7) $
(6.12)
$
4,678.6 $
13.85 $
887.2 $
2.91 $
(1,629.7) $
(6.12)
121.4
36.7
0.36
0.11
103.4
37.8
0.35
0.13
99.9
53.7
0.38
0.19
(369.3)
(1.09)
(355.5)
(1.17)
(360.3)
(1.35)
2,495.6
466.9
7.39
1.38
1,999.1
415.7
6.56
1.36
1,835.2
498.0
$
7,429.9 $
22.00 $
3,087.7 $
10.14 $
496.8 $
—
—
—
—
—
—
(669.6)
(2.20)
268.0
—
—
—
—
83.0
12.5
6.89
1.87
1.86
1.01
0.31
0.05
$
7,429.9 $
22.00 $
2,418.1 $
7.94 $
860.3 $
3.23
Calculation of consolidated gross
margin:
Revenues
Less: Cost of sales
Consolidated gross margin
Reconciliation of consolidated gross
margin to gross refining margin:
Consolidated gross margin
Add: PBFX operating expense
Add: PBFX depreciation expense
Less: Revenues of PBFX
Add: Refinery operating expenses
Add: Refinery depreciation expense
Gross refining margin
Special Items: (3)
Add: Non-cash LCM inventory
adjustment
Add: LIFO inventory decrement
Add: Early railcar return expense
Gross refining margin excluding special
items
——————————
See Notes to Non-GAAP Financial Measures.
83
EBITDA, EBITDA Excluding Special Items and Adjusted EBITDA
Our management uses EBITDA (earnings before interest, income taxes, depreciation and amortization),
EBITDA excluding special items 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, EBITDA excluding special items and Adjusted EBITDA are not presentations made in
accordance with GAAP and our computation of EBITDA, EBITDA excluding special items 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 our senior notes and other credit facilities. EBITDA, EBITDA excluding special items
and Adjusted EBITDA should not be considered as alternatives to income from operations or net income as
measures of operating performance. In addition, EBITDA, EBITDA excluding special items 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 adjustments for items such as stock-
based compensation expense, change in the fair value of catalyst obligations, gain on sale of hydrogen plants,
the write down of inventory to the LCM, changes in the Tax Receivable Agreement liability due to factors out
of PBF Energy’s control such as changes in tax rates, loss (gain) on extinguishment of debt, change in the fair
value of contingent consideration and certain other non-cash items. Other companies, including other companies
in our industry, may calculate EBITDA, EBITDA excluding special items and Adjusted EBITDA differently
than we do, limiting their usefulness as comparative measures. EBITDA, EBITDA excluding special items and
Adjusted EBITDA also have limitations as analytical tools 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 EBITDA,
EBITDA excluding special items and Adjusted EBITDA:
•do not reflect depreciation expense or our cash expenditures, or future requirements, for capital
expenditures or contractual commitments;
•do not reflect changes in, or cash requirements for, our working capital needs;
•do not reflect our interest expense, or the cash requirements necessary to service interest or principal
payments, on our debt;
•do not reflect realized and unrealized gains and losses from certain hedging activities, which may have a
substantial impact on our cash flow;
•do not reflect certain other non-cash income and expenses; and
•exclude income taxes that may represent a reduction in available cash.
84
The following tables reconcile net income (loss) as reflected in PBF Energy’s results of operations to
EBITDA, EBITDA excluding special items and Adjusted EBITDA for the periods presented (in millions):
Reconciliation of net income (loss) to EBITDA and EBITDA
excluding special items:
Net income (loss)
$
2,972.8 $
315.5 $
(1,333.3)
Year Ended December 31,
2022
2021
2020
EBITDA excluding special items
$
4,719.4 $
440.3 $
Add: Depreciation and amortization expense
Add: Interest expense, net
Add: Income tax expense
EBITDA
Special Items: (3)
Add: Non-cash LCM inventory adjustment
Add: Change in fair value of contingent consideration, net
Add: Gain on sale of hydrogen plants
Add: Gain on land sales
Add: Impairment expense
Add: LIFO inventory decrement
Add: Severance and reconfiguration costs
Add: Early railcar return expense
Add: Loss (gain) on extinguishment of debt
Add: Change in Tax Receivable Agreement liability
Reconciliation of EBITDA to Adjusted EBITDA:
EBITDA
Add: Stock based compensation
Add: Change in fair value of catalyst obligations
Add: Non-cash LCM inventory adjustment (3)
Add: Change in fair value of contingent consideration, net (3)
Add: Gain on sale of hydrogen plants (3)
Add: Gain on land sales (3)
Add: Impairment expense (3)
Add: LIFO inventory decrement (3)
Add: Severance and reconfiguration costs (3)
Add: Early railcar return expense (3)
Add: Loss (gain) on extinguishment of debt (3)
Add: Change in Tax Receivable Agreement liability (3)
511.1
246.0
584.8
466.8
317.5
12.1
563.0
258.2
2.1
$
4,314.7 $
1,111.9 $
(510.0)
$
4,314.7 $
1,111.9 $
(510.0)
—
48.3
—
—
—
—
—
—
66.1
290.3
(669.6)
32.4
—
(2.8)
—
—
—
—
(79.9)
48.3
54.3
2.0
—
48.3
—
—
—
—
—
—
66.1
290.3
35.6
(8.5)
(669.6)
32.4
—
(2.8)
—
—
—
—
(79.9)
48.3
268.0
(93.7)
(471.1)
(8.1)
98.8
83.0
30.0
12.5
22.2
(373.5)
(941.9)
34.2
11.8
268.0
(93.7)
(471.1)
(8.1)
98.8
83.0
30.0
12.5
22.2
(373.5)
(895.9)
Adjusted EBITDA
$
4,775.7 $
467.4 $
——————————
See Notes to Non-GAAP Financial Measures.
85
Net Debt to Capitalization Ratio and Net Debt to Capitalization Ratio Excluding Special Items
The total debt to capitalization ratio is calculated by dividing total debt by the sum of total debt and total equity.
This ratio is a measurement that management believes is useful to investors in analyzing our leverage. Net debt
and the net debt to capitalization ratio are Non-GAAP measures. Net debt is calculated by subtracting cash and
cash equivalents from total debt. We believe these measurements are also useful to investors since we have the
ability to and may decide to use a portion of our cash and cash equivalents to retire or pay down our debt.
Additionally, we have also presented the total debt to capitalization and net debt to capitalization ratios
excluding the cumulative effects of special items on equity.
Balance Sheet Data:
Cash and cash equivalents
Inventories
Total assets
Total debt
Total equity
Total equity excluding special items (6)
Total debt to capitalization ratio
Total debt to capitalization ratio, excluding special items (6)
Net debt to capitalization ratio*
Net debt to capitalization ratio, excluding special items* (6)
* Negative ratio exists at 12/31/2022 as cash is in excess of debt.
——————————
See Notes to Non-GAAP Financial Measures.
December 31,
2022
December 31,
2021
$
2,203.6
$
2,763.6
13,549.1
1,959.1
5,056.0
$
4,660.5
$
28 %
30 %
(5) %
(6) %
1,341.5
2,505.1
11,641.4
4,295.8
2,532.8
2,071.3
63 %
67 %
54 %
59 %
86
Notes to Non-GAAP Financial Measures
The following notes are applicable to the Non-GAAP Financial Measures above:
(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 Class A common stock.
(2) Represents an adjustment to reflect PBF Energy’s annualized statutory corporate tax rate of
approximately 25.9% for 2022 and 2021, and 26.6% for 2020, applied to the net income (loss)
attributable to noncontrolling interest for all periods presented. The adjustment assumes the full exchange
of existing PBF LLC Series A Units as described in (1) above.
(3)
Special items:
LCM Inventory Adjustment - LCM is a GAAP requirement related to inventory valuation that
mandates 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 using the 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 market values. In such instances, we record an
adjustment to write down the value of inventory to market value in accordance with GAAP. In
subsequent periods, the value of inventory is reassessed and an LCM inventory adjustment is recorded to
reflect the net change in the LCM inventory reserve between the prior period and the current period. The
net impact of these LCM inventory adjustments are included in the Refining segment’s income from
operations, but are excluded from the operating results presented, as applicable, in order to make such
information comparable between periods.
The following table includes the LCM inventory reserve as of each date presented (in millions):
January 1,
December 31,
2022
2021
2020
$
— $
—
669.6 $
—
401.6
669.6
The following table includes the corresponding impact of changes in the LCM inventory reserve on
income (loss) from operations and net income (loss) for the periods presented (in millions):
Net LCM inventory adjustment benefit (charge) in
income (loss) from operations
Net LCM inventory adjustment benefit (charge) in net
income (loss)
$
— $
669.6 $
(268.0)
—
496.2
(196.7)
Year Ended December 31,
2022
2021
2020
87
Change in Fair Value of Contingent Consideration, net - During the year ended December 31,
2022, we recorded a net change in fair value of contingent consideration related to changes in the
estimated fair value of the earn-out liability associated with the acquisition of the Martinez refinery,
offset by the recognition of contingent assets associated with the acquisition. These changes resulted in
decreases to income from operations and net income by $48.3 million and $35.8 million, respectively.
During the year ended December 31, 2021, we recorded a change in fair value of the contingent
consideration related to both the Martinez Contingent Consideration and the PBFX Contingent
Consideration, which decreased income from operations and net income by $32.4 million and $24.0
million, respectively. During the year ended December 31, 2020 we recorded a change in fair value of the
contingent consideration related to both the Martinez Contingent Consideration and the PBFX
Contingent Consideration, which increased income from operations and net income by $93.7 million and
$68.8 million, respectively.
Gain on Sale of Hydrogen Plants - During the year ended December 31, 2020, we recorded a gain
on the sale of five hydrogen plants. The gain increased income from operations and net income by $471.1
million and $345.8 million, respectively. There were no such gains in the years ended December 31,
2022 and December 31, 2021.
Gain on Land Sales - During the year ended December 31, 2021, we recorded a gain on sale of
PBFX real-property at the East Coast Terminals, which increased income from operations and net
income by $2.8 million and $2.1 million, respectively. During the years ended December 31, 2020, we
recorded a gain on sale of one separate parcels of real property acquired as part of the Torrance refinery,
but not part of the refinery itself, which increased income from operations and net income by $8.1
million and $5.9 million, respectively, during the year ended December 31, 2020. There were no such
gains in the year ended December 31, 2022.
Impairment Expense - During the year ended December 31, 2020, we recorded an impairment
charge which decreased income from operations and net income by $98.8 million and $72.5 million,
respectively, resulting from the write-down of certain assets as a result of the East Coast Refining
Reconfiguration, project abandonments and the write-down of certain PBFX long-lived assets. There
were no such impairment charges during the years ended December 31, 2022 and December 31, 2021.
LIFO Inventory Decrement - As part of our overall reduction in throughput in 2020 and our
reduction in inventory volume as of December 31, 2020, the Company recorded a pre-tax charge to cost
of products and other related to a LIFO inventory layer decrement. The majority of the decrement related
to our East Coast LIFO inventory layer and the reduction to our East Coast inventory experienced as part
of the East Coast Refining Reconfiguration. These charges decreased income from operations and net
income by $83.0 million and $60.9 million, respectively, for the year ended December 31, 2020.
Decrements recorded in the years ended December 31, 2022 and December 31, 2021 were not
significant.
Turnaround Acceleration Costs - During the year ended December 31, 2020, we accelerated the
recognition of turnaround amortization associated with units that were temporarily idled as part of the
East Coast Refining Reconfiguration. These costs decreased income from operations and net income by
$56.2 million and $41.3 million, respectively. There were no such costs in the years ended December 31,
2022 and December 31, 2021.
Severance and Reconfiguration Costs - During the year ended December 31, 2020, we recorded
severance charges related to reductions in our workforce, which decreased income from operations and
net income by $24.7 million and $18.1 million, respectively. During the year ended December 31, 2020,
we recorded reconfiguration charges related to the temporary idling of certain assets as part of our East
Coast Refining System, which decreased income from operations and net income by $5.3 million and
$3.9 million, respectively. There were no such costs in the years ended December 31, 2022 and
December 31, 2021.
88
Early Return of Railcars - During the year ended December 31, 2020, we recognized certain
expenses within Cost of sales associated with the voluntary early return of certain leased railcars, which
decreased income from operations and net income by $12.5 million and $9.2 million, respectively. There
were no such expenses recorded in the years ended December 31, 2022 and December 31, 2021.
Loss (Gain) on Extinguishment of Debt - During the year ended December 31, 2022, we recorded
a pre-tax net loss on extinguishment of debt which decreased income before income taxes and net income
by $66.1 million and $49.0 million, respectively, primarily related to the redemption of our 2025 Senior
Secured Notes, partially offset by the repurchase of a portion of the 2028 Senior Notes and the 2025
Senior Notes. During the year ended December 31, 2021, we recorded a pre-tax gain on extinguishment
of debt related to the repurchase of a portion of the 2028 Senior Notes and the 2025 Senior Notes, which
increased income before income taxes and net income by $79.9 million and $59.2 million, respectively.
During the year ended December 31, 2020, we recorded pre-tax debt extinguishment costs related to the
redemption of the 2023 Senior Notes which decreased income before income taxes and net income by
$22.2 million and $16.3 million, respectively.
Change in Tax Receivable Agreement liability - During the year ended December 31, 2022, we
recorded a change in the Tax Receivable Agreement liability that decreased income before income taxes
and net income by $290.3 million and $215.1 million, respectively. During the year ended December 31,
2021, PBF Energy recorded a change in the Tax Receivable Agreement liability that decreased income
before income taxes and net income by $48.3 million and $35.8 million, respectively. During the year
ended December 31, 2020, PBF Energy recorded a change in the Tax Receivable Agreement liability that
increased income before taxes and net income by $373.5 million and $274.1 million, respectively. The
changes in the Tax Receivable Agreement liability reflect charges or benefits attributable to changes in
PBF Energy’s obligation under the Tax Receivable Agreement due to factors out of our control such as
changes in tax rates, as well as periodic adjustments to our 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.
Recomputed Income Tax on Special Items - The income tax impact on these special items, other
than the net tax expense special item discussed below, is calculated using the tax rates shown in (2)
above.
Net Tax (Benefit) Expense on Remeasurement of Deferred Tax Assets - During the year ended
December 31, 2022, we recorded a decrease to our deferred tax valuation allowance of $308.5 million
(reducing our deferred tax valuation allowance to zero), in accordance with ASC 740, of which
$233.8 million related to a tax benefit with respect to the remeasurement of deferred tax assets and the
balance related to our net changes in the Tax Receivable Agreement liability. During the year ended
December 31, 2021, we recorded a deferred tax valuation allowance of $308.5 million in accordance with
ASC 740 (a decrease of $49.9 million when compared to December 31, 2020, which includes a tax
benefit of approximately $12.5 million related to our net change in the Tax Receivable Agreement
liability and a net tax benefit of $37.4 million related primarily to the remeasurement of deferred tax
assets). During the year ended December 31, 2020, we recorded a deferred tax valuation allowance of
$358.4 million. This amount includes tax expense of approximately $99.3 million related to our net
change in the Tax Receivable Agreement liability or a net tax expense of $259.1 million related primarily
to the remeasurement of deferred tax assets.
89
(4) Represents an adjustment to weighted-average diluted shares outstanding to assume the full exchange of
existing PBF LLC Series A Units as described in (1) above.
(5) 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 performance share units and
options for shares of PBF Energy Class A common stock as calculated under the treasury stock method
(to the extent the impact of such exchange would not be anti-dilutive) for the years ended December 31,
2022, 2021 and 2020, respectively. Common stock equivalents exclude the effects of performance share
units and options and warrants to purchase 3,877,035, 12,568,275 and 14,446,894 shares of PBF Energy
Class A common stock and PBF LLC Series A Units because they are anti-dilutive for the years ended
December 31, 2022, 2021 and 2020, respectively. For periods showing a net loss, all common stock
equivalents and unvested restricted stock are considered anti-dilutive.
(6)
Total Equity excluding special items is calculated in the table below:
Total equity
Special Items (Note 4)
Add: Change in fair value of contingent consideration, net
Add: Gain on sale of hydrogen plants
Add: Gain on land sales
Add: Impairment expense
Add: LIFO inventory decrement
Add: Turnaround acceleration costs
Add: Severance and reconfiguration costs
Add: Early railcar return expense
Add: Loss (gain) on extinguishment of debt
Add: Change in Tax Receivable Agreement liability
Less: Recomputed income tax on special items
Add: Net tax (benefit) expense on remeasurement of deferred tax assets
Add: Net tax expense on Tax Cuts and Jobs Act related special items
Net impact of special items to equity
Total equity excluding special items
December 31,
December 31,
2022
2021
(in millions)
$
5,056.0 $
2,532.8
(13.0)
(471.1)
(87.8)
98.8
83.0
56.2
30.0
64.8
33.9
(325.3)
126.9
(12.1)
20.2
(395.5)
$
4,660.5 $
(61.3)
(471.1)
(87.8)
98.8
83.0
56.2
30.0
64.8
(32.2)
(615.6)
231.8
221.7
20.2
(461.5)
2,071.3
90
Liquidity and Capital Resources
Overview
Our primary sources of liquidity are our cash flows from operations, cash and cash equivalents and
borrowing availability under our credit facilities, as described below. We believe that our cash flows from
operations and available capital resources will be sufficient to meet our and our subsidiaries’ capital
expenditures, working capital needs, dividend payments, debt service and share repurchase program
requirements, as well as PBF Energy’s obligations under the Tax Receivable Agreement, for the next twelve
months. However, our ability to generate sufficient cash flow from operations depends, in part, on petroleum oil
market pricing and general economic, political and other factors beyond our control. As of December 31, 2022,
we are in compliance with all covenants, including financial covenants, in all our debt agreements.
Cash Flow Analysis
Cash Flows from Operating Activities
Net cash provided by operating activities was $4,772.0 million for the year ended December 31, 2022
compared to net cash provided by operating activities of $477.3 million for the year ended December 31, 2021.
Our operating cash flows for the year ended December 31, 2022 included our net income of $2,972.8 million,
and net changes in operating assets and liabilities reflecting cash proceeds of $341.0 million, primarily driven
by timing of payments for accrued expense. Change in accrued expenses is due primarily to an increase in
renewable energy and emissions obligations, as a result of an increase in our unfunded RINs obligation as of
December 31, 2022. Our overall increase in cash provided by operating activities also included depreciation and
amortization of $533.9 million, deferred income taxes of $420.2 million, change in the Tax Receivable
Agreement liability of $290.3 million, net loss on extinguishment of debt primarily related to the redemption of
our 2025 Senior Secured Notes of $66.1 million, stock-based compensation of $54.3 million, net change in the
fair value of contingent consideration of $48.3 million, pension and other post-retirement benefit costs of $47.6
million, change in the fair value of our catalyst obligations of $2.0 million, and loss on sale of assets of $0.9
million, partially offset by net non-cash charges related to the change in the fair value of our inventory
repurchase obligations of $5.4 million.
Our operating cash flows for the year ended December 31, 2021 included our net income of $315.5
million, depreciation and amortization of $483.8 million, net changes in operating assets and liabilities
reflecting cash proceeds of $268.6 million primarily driven by accrued expenses due to an increase in renewable
energy credit and emissions obligations, as a result of an increase in our unfunded RINs obligation as of
December 31, 2021, pension and other post-retirement benefit costs of $50.8 million, change in the Tax
Receivable Agreement liability of $48.3 million, stock-based compensation of $35.6 million, change in the fair
value of contingent consideration of $32.4 million, and deferred income taxes of $11.7 million, partially offset
by a net non-cash benefit of $669.6 million related to an LCM inventory adjustment, gain on extinguishment of
debt related to the repurchase of a portion of our 2028 Senior Notes and 2025 Senior Notes of $79.9 million,
changes in the fair value of our catalyst obligations of $8.5 million, net non-cash charges related to the change
in the fair value of our inventory repurchase obligations of $8.4 million, and gain on sale of assets of $3.0
million.
91
Net cash provided by operating activities was $477.3 million for the year ended December 31, 2021
compared to net cash used in operating activities of $631.6 million for the year ended December 31, 2020. Our
operating cash flows for the year ended December 31, 2020 included our net loss of $1,333.3 million, gain on
sale of assets of $477.8 million mainly related to the sale of the hydrogen plants and the sale of land at our
Torrance refinery, change in the Tax Receivable Agreement liability of $373.5 million, net non-cash charges
relating to the change in the fair value of our inventory repurchase obligations of $12.6 million and change in
the fair value of the contingent consideration of $93.7 million, partially offset by depreciation and amortization
of $581.1 million, net non-cash charge of $268.0 million related to an LCM inventory adjustment, impairment
expense of $98.8 million, pension and other post-retirement benefits costs of $55.7 million, stock-based
compensation of $34.2 million, debt extinguishment costs related to the early redemption of our 2023 Senior
Notes of $22.2 million, change in the fair value of our catalyst obligations of $11.8 million and deferred income
taxes of $1.6 million. In addition, net changes in operating assets and liabilities reflected cash inflows of $585.9
million driven by the timing of inventory purchases, payments for accrued expenses and accounts payable and
collections of accounts receivable.
Cash Flows from Investing Activities
Net cash used in investing activities was $1,010.9 million for the year ended December 31, 2022
compared to $388.5 million for the year ended December 31, 2021. The net cash flows used in investing
activities for the year ended December 31, 2022 was comprised of cash outflows of capital expenditures totaling
$633.3 million, expenditures for refinery turnarounds of $311.6 million, and expenditures for other assets of
$66.0 million. Net cash used in investing activities for the year ended December 31, 2021 was comprised of
cash outflows of capital expenditures totaling $249.1 million, expenditures for refinery turnarounds of $117.7
million, and expenditures for other assets of $28.9 million, partially offset by proceeds from the sale of assets of
$7.2 million.
Net cash used in investing activities was $388.5 million for the year ended December 31, 2021 compared
to $1,026.5 million for the year ended December 31, 2020. Net cash used in investing activities for the year
ended December 31, 2020 was comprised of cash outflows of $1,176.2 million used to fund the Martinez
Acquisition, capital expenditures totaling $196.2 million, expenditures for refinery turnarounds of $188.1
million and expenditures for other assets of $9.1 million, partially offset by proceeds from sale of assets of
$543.1 million.
92
Cash Flows from Financing Activities
Net cash used in financing activities was $2,899.0 million for the year ended December 31, 2022
compared to net cash used in financing activities of $356.8 million for the year ended December 31, 2021. For
the year ended December 31, 2022, net cash used in financing activities consisted of the redemption of our 2025
Senior Secured Notes of $1,307.4 million, net repayments on the Revolving Credit Facility of $900.0 million,
the purchase of PBFX publicly held shares in connection with the Merger Transaction of $303.7 million, the
share repurchase of PBF Energy’s Class A common stock of $156.4 million, net repayments on the PBFX
Revolving Credit Facility of $100.0 million, dividends and distributions of $73.6 million, settlements of
precious metal catalyst obligations of $56.2 million, deferred financing costs and other costs of $31.3 million,
$25.9 million related to the repurchase of the principal amount outstanding of the 2028 Senior Notes and the
2025 Senior Notes, excluding accrued interest, payments on finance leases of $11.3 million, and PBFX
Contingent Consideration payments of $3.1 million, partially offset by transactions made in connection with
stock-based compensation plans of $67.8 million, and proceeds from insurance premium financing of $2.1
million. For the year ended December 31, 2021, net cash used in financing activities consisted of $146.8 million
related to the repurchase of the principal amount outstanding of the 2028 Senior Notes and the 2025 Senior
Notes, excluding accrued interest, net repayments on the PBFX Revolving Credit Facility of $100.0 million,
distributions and dividends of $39.7 million, net settlements of precious metal catalyst obligations of $31.7
million, payments on finance leases of $17.8 million, PBFX Contingent Consideration payments of $12.2
million, principal amortization payments on the PBF Rail Term Loan of $7.4 million, and deferred financing
costs and other of $1.2 million.
Net cash used in financing activities was $356.8 million for the year ended December 31, 2021 compared
to net cash provided by financing activities of $2,452.7 million for the year ended December 31, 2020. For the
year ended December 31, 2020, net cash provided by financing activities consisted of cash proceeds of $1,228.7
million from the issuance of the 2025 Senior Secured Notes net of related issuance costs, cash proceeds of
$469.9 million from the issuance of the 2028 Senior Notes net of cash paid to redeem the 2023 Senior Notes
and related issuance costs, net borrowings under our Revolving Credit Facility of $900.0 million, and proceeds
from catalyst financing arrangements of $51.9 million, partially offset by net repayments on the PBFX
Revolving Credit Facility of $83.0 million, net settlements of precious metal catalyst obligations of $8.8
million, distributions and dividends of $82.2 million, principal amortization payments of the PBF Rail Term
Loan of $7.2 million, payments on finance leases of $12.4 million, taxes paid for net settlement of equity-based
compensation of $2.1 million, repurchases of our common stock in connection with tax withholding obligations
upon the vesting of certain restricted stock awards of $1.6 million and deferred financing costs and other of $0.5
million.
The cash flow activity of PBF LLC for the years ended December 31, 2022, 2021 and 2020 is materially
consistent with that of PBF Energy discussed above, other than changes in deferred income taxes and certain
working capital items, which are different from PBF Energy due to certain tax related items not applicable to
PBF LLC. Additionally, PBF LLC reflects net borrowings of $1,070.5 million for the years ended
December 31, 2022 and net repayments of $1.1 million and $0.1 million for 2021 and 2020, respectively,
related to an affiliate loan with PBF Energy, included in cash flows from financing activities, which eliminates
in consolidation at PBF Energy.
93
December 31, 2022
$
1,445.7
801.6
664.5
—
4.0
1,470.1
525.0
—
525.0
(36.2)
0.2
3,404.8
(1,445.7)
1,959.1
5,056.0
7,015.1
Capitalization
Our capital structure was comprised of the following as of December 31, 2022 (in millions):
Debt: (1)
PBF LLC debt
Affiliate note payable
PBF Holding debt
2028 Senior Notes
2025 Senior Notes
Revolving Credit Facility
Catalyst financing arrangements
PBF Holding debt
PBFX debt
PBFX 2023 Senior Notes (2)
PBFX Revolving Credit Facility
PBFX debt
Unamortized deferred financing costs
Unamortized premium
Total PBF LLC debt, net of unamortized deferred financing costs and premium
Less: Affiliate note payable
Total PBF Energy debt, net of unamortized deferred financing costs and
premium(3)
Total PBF Energy Equity
Total PBF Energy Capitalization (4)
_______________________________________________
$
$
$
(1) Refer to “Note 8 - Credit Facilities and Debt” and “Note 9 - Affiliate Note Payable - PBF LLC” of our Notes
to Consolidated Financial Statements for further disclosure related to debt.
(2) The PBFX 2023 Senior Notes were redeemed on February 2, 2023.
(3) Excludes the PBF LLC affiliate note payable that is eliminated in the PBF Energy consolidated financial
statements.
(4) Total Capitalization refers to the sum of debt, excluding intercompany debt, plus total equity.
2022 Debt Related Transactions
During the year ended December 31, 2022, we exercised our rights under the indenture governing the
2025 Senior Secured Notes to redeem all of the outstanding 2025 Senior Secured Notes at a price of 104.625%
of the aggregate principal amount thereof plus accrued and unpaid interest. The aggregate redemption price for
all 2025 Senior Secured Notes approximated $1.3 billion plus accrued and unpaid interest. The difference
between the carrying value of the 2025 Senior Secured Notes on the date they were redeemed and the amount
for which they were redeemed was $69.9 million and was recorded as a loss on extinguishment of debt in the
Consolidated Statements of Operations.
94
In addition, we made a number of open market repurchases of our 2028 Senior Notes and 2025 Senior
Notes that resulted in the extinguishment of $24.9 million in principal of the 2028 Senior Notes and
$5.0 million in principal of the 2025 Senior Notes. Total cash consideration paid to repurchase the principal
amount outstanding of the 2028 Senior Notes and the 2025 Senior Notes, excluding accrued interest, totaled
$25.9 million and we recognized a $3.8 million gain on this extinguishment of debt during the year ended
December 31, 2022.
On May 25, 2022, we entered into an amendment of our Revolving Credit Agreement. Among other
things, the Revolving Credit Agreement amended and extended the Revolving Credit Facility through January
2025 and increased the maximum commitment to $4.3 billion through May 2023 (currently set to adjust to
$2.75 billion in May 2023 through January 2025). The amendments also redefine certain components of the
Borrowing Base (as defined in the Revolving credit Agreement) to reflect the existence of the two tranches,
Tranche A Commitments and Tranche B Commitments. The Tranche A Commitments total $1.55 billion and
the Tranche B Commitments total $2.75 billion. The amendments also include changes to incorporate the
adoption of SOFR as a replacement of LIBOR, changes to joint lead arrangers, bookrunners, syndication agents
and other titles, and other changes related to the foregoing. In addition, an accordion feature allows for
additional Tranche B Commitments of up to an additional $500.0 million plus an amount equal to the Tranche
A Commitments for existing Tranche A lenders.
During 2022, we also settled certain of our precious metals financing arrangements, resulting in a
reduction of debt of approximately $56.2 million.
Revolving Credit Facilities Overview
One of our primary sources of liquidity are borrowings available under our revolving credit facilities. As
of December 31, 2022, PBF Energy had $2,203.6 million of cash and cash equivalents and no outstanding
balances under the Revolving Credit Facility or the PBFX Revolving Credit Facility. PBF LLC cash and cash
equivalents totaled $2,201.8 million as of December 31, 2022.
We had available capacity under revolving credit facilities as follows at December 31, 2022 (in millions):
Total
Commitment
Amount Borrowed
as of December 31,
2022
Outstanding
Letters of
Credit
Borrowing
Base
Availability
Expiration
Date
Revolving Credit Facility
(a)
PBFX Revolving Credit
Facility
Total Credit Facilities
$
4,300.0 $
— $
576.1 $ 4,300.0
January 2025
500.0
4,800.0 $
$
—
— $
3.5
496.5
579.6 $ 4,796.5
July 2023
___________________________________
(a)
The amount available for borrowings and letters of credit under the Revolving Credit Facility is calculated according to a
“borrowing base” formula based on (i) 90% of the book value of Eligible Accounts with respect to investment grade obligors
plus (ii) 85% of the book value of Eligible Accounts with respect to non-investment grade obligors plus (iii) 80% of the cost of
Eligible Hydrocarbon Inventory plus (iv) 100% of Cash and Cash Equivalents in deposit accounts subject to a control agreement,
in each case as defined in the Revolving Credit Agreement. The borrowing base is subject to customary reserves and eligibility
criteria and in any event cannot exceed $4.3 billion.
95
Additional Information on Indebtedness
Our debt, including our revolving credit facilities and senior notes, include certain typical financial
covenants and restrictions on our subsidiaries’ ability to, among other things, incur or guarantee new debt,
engage in certain business activities including transactions with affiliates and asset sales, make investments or
distributions, engage in mergers or pay dividends in certain circumstances. These covenants are subject to a
number of important exceptions and qualifications. We are in compliance as of December 31, 2022 with all
covenants, including financial covenants, in all of our debt agreements. For further discussion of our
indebtedness and these covenants and restrictions, see “Note 8 - Credit Facilities and Debt” of our Notes to
Consolidated Financial Statements.
Liquidity
As of December 31, 2022, our operational liquidity was more than $4.9 billion (more than $2.4 billion as
of December 31, 2021), which consists of $2.1 billion of cash, excluding cash held at PBFX, and more than
$2.8 billion of borrowing availability under our Revolving Credit Facility, which includes our cash on hand. In
addition, as of December 31, 2022, PBFX had approximately $530.4 million of liquidity ($430.4 million as of
December 31, 2021), including approximately $47.8 million in cash, and access to approximately
$496.5 million under the PBFX Revolving Credit Facility.
We are actively monitoring the ongoing volatility in the global oil markets and we continue to adjust our
operational plans to the evolving market conditions. We may, at any time and from time to time, seek to
continue to repurchase or retire our outstanding debt securities through cash purchases (and/or exchanges for
equity or debt), in open-market purchases, block trades, privately negotiated transactions or otherwise, upon
such terms and at such prices as we may determine. We will evaluate any such transactions in light of then-
existing market conditions, taking into account our current liquidity and prospects for future access to capital,
the trading prices of our debt securities, legal requirements and contractual restrictions and economic and
market conditions. The amounts involved in any such transactions, individually or in the aggregate, may be
material. We are not obligated to repurchase any of our debt securities other than as set forth in the applicable
indentures, and repurchases may be made or suspended or discontinued at any time without prior notice.
We may incur additional indebtedness in the future, including secured indebtedness, subject to the
satisfaction of any debt incurrence and, if applicable, lien incurrence limitation covenants in our existing
financing agreements. Although we were in compliance with incurrence covenants during the year ended
December 31, 2022, to the extent that any of our activities triggered these covenants, there are no assurances
that conditions could not change significantly, and that such changes could adversely impact our ability to meet
some of these incurrence covenants at the time that we needed to. Failure to meet the incurrence covenants
could impose certain incremental restrictions on, among other matters, our ability to incur new debt (including
secured debt) and also may limit the extent to which we may pay future dividends, make new investments,
repurchase our outstanding debt or stock or incur new liens.
Pursuant to the terms of the Merger Agreement, which closed on November 30, 2022, each PBFX Public
Common Unit was converted into the right to receive: (i) the Merger Consideration and (ii) any cash in lieu of
fractional shares of PBF Energy Common Stock to which the holder thereof became entitled upon surrender of
such PBFX Public Common Units in accordance with the Merger Agreement. Such Merger Agreement
consideration totaled $303.7 million in cash and resulted in the issuance of 8,864,684 PBF Energy common
shares. The Merger Transaction cash consideration was funded with cash on hand.
96
Share Repurchases
On December 12, 2022, our Board of Directors authorized the repurchase of up to $500.0 million of PBF
Energy's Class A common stock. The Repurchase Program will expire in December 2024. As of February 16,
2023, we have purchased approximately 5,045,478 shares of PBF Energy's Class A common stock under the
Repurchase Program for $188.8 million through open market transactions. We may make additional share
repurchases in the future but we are not obligated to purchase any shares under the Repurchase Program, and
repurchases could be suspended or discontinued at any time without prior notice.
Working Capital
PBF Energy’s working capital at December 31, 2022 was approximately $1,345.6 million, consisting of
$6,546.3 million in total current assets and $5,200.7 million in total current liabilities. PBF Energy’s working
capital at December 31, 2021 was $1,439.5 million, consisting of $5,199.2 million in total current assets and
$3,759.7 million in total current liabilities. PBF LLC’s working capital at December 31, 2022 was
approximately $1,297.5 million, consisting of $6,544.5 million in total current assets and $5,247.0 million in
total current liabilities. PBF LLC’s working capital at December 31, 2021 was $1,385.6 million, consisting of
$5,197.5 million in total current assets and $3,811.9 million in total current liabilities.
Crude and Feedstock Supply Agreements
Certain of our purchases of crude oil under our agreements with foreign national oil companies require
that we post letters of credit, if open terms are exceeded, and arrange for shipment. We pay for the crude when
invoiced, at which time any applicable letters of credit are lifted. 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 our Paulsboro refinery. In connection with the acquisition of the Chalmette refinery we
entered into 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. We have not sourced crude oil under this agreement since 2017 when
PDVSA suspended deliveries due to the parties’ inability to agree to mutually acceptable payment terms and
because of U.S. government sanctions against PDVSA. Notwithstanding the suspension, the U.S. government
sanctions imposed against PDVSA and Venezuela prevented us from purchasing crude oil under this agreement.
In connection with the closing of the acquisition of the Torrance refinery, we entered into a crude supply
agreement with ExxonMobil for approximately 60,000 bpd of crude oil that can be processed at our Torrance
refinery. We currently purchase all of our crude and feedstock needs independently from a variety of suppliers
on the spot market or through term agreements for our Delaware City and Toledo refineries.
We currently have various crude supply agreements with terms through 2025 with Shell Oil Products for
approximately 145,000 bpd, in the aggregate, to support our West Coast and Mid-Continent refinery operations.
In addition, we have certain offtake agreements for our West Coast system with the same counterparty for clean
products with varying terms up to 15 years.
Inventory Intermediation Agreement
On October 25, 2021, PBF Holding and the PBF Entities, entered into the Third Inventory Intermediation
Agreement with J. Aron, pursuant to which the terms of the previous inventory intermediation agreements were
amended and restated in their entirety, including, among other things, pricing and an extension of terms. The
Third Inventory Intermediation Agreement extends the term to December 31, 2024, which term may be further
extended by mutual consent of the parties to December 31, 2025. If not extended or replaced, at expiration, we
will be required to repurchase the inventories outstanding under the Third Inventory Intermediation Agreement
at that time. On May 25, 2022, the PBF Entities entered into an amendment of the Third Inventory
Intermediation Agreement to amend certain provisions thereof that related to and were impacted by
amendments made on May 25, 2022 to the Revolving Credit Agreement. We intend to either extend or replace
the Third Inventory Intermediation Agreement prior to its expiration.
97
At December 31, 2022, the LIFO value of the J. Aron Products included within Inventories in our
Consolidated Balance Sheets was $181.8 million. We accrue a corresponding liability for such crude oil,
intermediates and finished products.
Capital Spending
Capital spending was $1,010.9 million for the year ended December 31, 2022 and was primarily
comprised of annual maintenance and turnaround costs at our Delaware City, Chalmette, Torrance and Martinez
refineries in addition to spending related to our project for a renewable fuels production facility co-located at
our Chalmette refinery (the “Renewable Diesel Project”). Capital spending also included costs associated with
safety related enhancements and facility improvements at our refineries and logistics assets. Excluding capital
expenditures related to our Renewable Diesel Project, we currently expect to spend an aggregate of
approximately $700.0 million to $750.0 million during 2023 for facility improvements and refinery
maintenance and turnarounds, as well as expenditures to meet environmental, regulatory and safety
requirements.
During the fourth quarter of 2022, we invested approximately $140 million in capital related to our
Renewable Diesel Project. We currently anticipate remaining capital expenditures to complete the project to
range from $200.0 million to $250.0 million in 2023 with the goal of commencing production in the first half of
2023.
Material Cash Requirements
Our material cash requirements include the following known contractual and other obligations as of
December 31, 2022 that are expected to be paid within the next year and thereafter (in millions). The table
below does not include any intercompany contractual obligations with PBFX as our related party transactions
are eliminated upon consolidation of our financial statements.
Payments Due by Period
Short-Term
Long-Term
Total
529.0
115.3
278.0
9,006.3
166.0
14.7
26.5
—
100.0
10,235.8
—
—
10,235.8
$
$
$
1,466.1
295.4
1,971.1
8,300.5
—
150.3
300.4
338.6
73.7
12,896.1
(338.6)
1,445.7
14,003.2
$
$
$
1,995.1
410.7
2,249.1
17,306.8
166.0
165.0
326.9
338.6
173.7
23,131.9
(338.6)
1,445.7
24,239.0
PBF Energy:
Credit facilities and debt (a)
Interest payments on credit facilities and debt
Leases and other rental-related commitments (b)
Purchase obligations (c)
Construction obligations
Environmental obligations (d)
Pension and post-retirement obligations (e)
Tax Receivable Agreement obligation (f)
Martinez Contingent Consideration (g)
Total material cash requirements for PBF Energy
Adjustments for PBF LLC:
Less: Tax Receivable Agreement obligation (f)
Add: Affiliate Note Payable (h)
Total material cash requirements for PBF LLC
___________________________
$
$
$
98
(a) Credit facilities and debt
Credit facilities and debt represent (i) the repayment of indebtedness incurred in connection with the 2025
Senior Notes, 2028 Senior Notes and PBFX 2023 Senior Notes; and (ii) the repayment of our catalyst financing
obligations on their maturity dates. With the exception of our PBFX 2023 Senior Notes, which were redeemed
on February 2, 2023, and our catalyst financing obligations, we have no debt maturing before 2024.
Refer to “Note 8 - Credit Facilities and Debt” of our Notes to Consolidated Financial Statements for further
disclosure related to debt.
(b) Leases and other rental-related commitments
Operating and Finance lease obligations include options to extend terms that are reasonably certain of being
exercised. We have entered into certain agreements for the supply of hydrogen that contain both lease and non-
lease components. The table above also includes such non-lease components of these agreements. See “Note 13
- Leases” of our Notes to Consolidated Financial Statements for further details and disclosures regarding our
operating and finance lease obligations.
We also enter into contractual obligations with third parties for the right to use property for locating
pipelines and accessing certain of our assets (also referred to as land easements) in the normal course of
business. Our obligations regarding such land easements are included within Leases and other rental-related
commitments in the table above.
(c) Purchase obligations
Purchase obligations include commitments to purchase crude oil from certain counterparties under supply
agreements, contracts for the transportation of crude oil and supply of hydrogen, nitrogen, oxygen, chemicals,
steam, or natural gas to certain of our refineries, contracts for the treatment of wastewater, contracts for pipeline
capacity, and forward purchase commitments to acquire AB 32, RINs or LCFS credits from third parties.
Additionally, we have obligations to repurchase the J. Aron Products under the Third Inventory Intermediation
Agreement with J. Aron as further explained in “Note 2 - Summary of Significant Accounting Policies”, “Note
4 - Inventories” and “Note 7 - Accrued Expenses” of our Notes to Consolidated Financial Statements.
The amounts included in this table exclude our crude supply agreement with PDVSA. We have not sourced
crude oil under this agreement since the third quarter of 2017 as PDVSA has suspended deliveries due to the
parties inability to agree to mutually acceptable payment terms and because of U.S. government sanctions
against PDVSA.
(d) Environmental obligations
In connection with certain of our refinery and logistics acquisitions, we have assumed certain environmental
remediation obligations to address matters that were outstanding at the time of such acquisitions. In addition, in
connection with most of these acquisitions, we have purchased environmental insurance policies to insure
against unknown environmental liabilities at each site. The obligations in the table above reflect our
undiscounted best estimate in cost and tenure to remediate our outstanding obligations and are further discussed
in “Note 12 - Commitments and Contingencies” of our Notes to Consolidated Financial Statements.
(e) 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 in “Note 17 - Employee Benefit Plans” of our Notes to Consolidated
Financial Statements.
99
(f) Tax Receivable Agreement obligation
The table reflects PBF Energy’s estimated timing of payments under the Tax Receivable Agreement,
assuming that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable
Agreement as of December 31, 2022. Refer to “Note 12 - Commitments and Contingencies” and “Note 19 -
Income Taxes” of our Notes to the Consolidated Financial statements for further discussion of the Tax
Receivable Agreement.
(g) Martinez Contingent Consideration
Contingent consideration includes our obligations to pay certain contractual earn-outs entered into as part of
the acquisition. Our earn-out obligation related to the Martinez Acquisition includes the estimated undiscounted
contingent consideration amounts payable to Shell Oil Products related to annual refinery earnings in 2022 and
2023.
(h) Affiliate Note Payable
As described in “Note 9 - Affiliate Note Payable - PBF LLC” of our Notes to Consolidated Financial
Statements, as of December 31, 2022, PBF LLC had an outstanding note payable with PBF Energy for an
aggregate principal amount of $1,445.7 million. The note has an interest rate of 2.5% and matures in April
2030, but may be prepaid in whole or in part at any time, at the option of PBF LLC without penalty or premium.
This affiliate note payable is a cash obligation of PBF LLC only and eliminates in consolidation for PBF
Energy.
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.
100
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 - Summary of Significant
Accounting Policies” of our Notes to Consolidated Financial Statements. The following accounting policies
involve estimates that are considered critical due to the level of subjectivity and judgment involved, as well as
the impact on our financial position and results of operations. We believe that all of our estimates are
reasonable. Unless otherwise noted, estimates of the sensitivity to earnings that would result from changes in
the assumptions used in determining our estimates is not practicable due to the number of assumptions and
contingencies involved, and the wide range of possible outcomes.
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. In addition, the use of the LIFO inventory method may result
in increases or decreases to cost of sales in years that inventory volumes decline as the result of charging cost of
sales with LIFO inventory costs generated in prior periods. At December 31, 2022 and December 31, 2021 the
replacement value of inventories exceeded the LIFO carrying value. The LCM or market inventory valuation
reserve, or a portion thereof, is subject to reversal as a reduction to cost of products sold in subsequent periods
as inventories giving rise to the reserve are sold, and a new reserve is established. Such a reduction to cost of
products sold could be significant if inventory values return to historical cost price levels. Additionally, further
decreases in overall inventory values could result in additional charges to cost of products sold should the LCM
or market inventory valuation reserve be increased.
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 periodic 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. While we believe that our current estimates of the amounts and timing of the costs
related to the remediation of these liabilities are reasonable, we have had limited prior exposure to certain of
these environmental obligations due to our short operating history with certain of our assets. It is possible that
our estimates of the costs and duration of the environmental remediation activities related to these liabilities
could materially change.
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.
101
Certain of our acquisitions may include earn-out provisions or other forms of contingent consideration.
As of the acquisition date, we record contingent consideration, as applicable, at the estimated fair value of
expected future payments associated with the earn-out. Any changes to the recorded fair value of contingent
consideration, subsequent to the measurement period, will be recognized as earnings in the period in which it
occurs. Such contingent consideration liabilities are based on best estimates of future expected payment
obligations, which are subject to change due to many factors outside of our control. Changes to the estimate of
expected future contingent consideration payments may occur, from time to time, due to various reasons,
including actual results differing from estimates and adjustments to the revenue or earnings assumptions used as
the basis for the liability based on historical experience. While we believe that our current estimate of the fair
value of our contingent consideration liability is reasonable, it is possible that the actual future settlement of our
earn-out obligations could materially differ.
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 six years). While we believe that the estimates of
time until the next turnaround are reasonable, it should be noted that factors such as competition, regulation or
environmental matters could cause us to change our estimates thus impacting amortization expense in the future.
Derivative Instruments
We are exposed to market risk, primarily related to changes in commodity prices for the crude oil and
feedstocks used in the refining process, as well as the prices of the refined products sold and the risk associated
with the price of credits needed to comply with various governmental and regulatory environmental compliance
programs. The accounting treatment for commodity and environmental compliance contracts depends on the
intended use of the particular contract and on whether or not the contract meets the definition of a derivative.
Non-derivative contracts are recorded at the time of delivery.
All derivative instruments that are not designated as normal purchases or sales are recorded in our
Consolidated Balance Sheets as either assets or liabilities measured at their fair values. Changes in the fair value
of derivative instruments that either are not designated or do not qualify for hedge accounting treatment or
normal purchase or normal sale accounting are recognized in 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 exemption. All of these judgments, depending upon their timing
and effect, can have a significant impact on earnings.
102
Impairment of Long-Lived Assets
We evaluate long-lived assets for impairment on a continual basis and reassess the reasonableness of
their related useful lives whenever events or changes in circumstances warrant assessment. Possible triggering
events may include, among other things, significant adverse changes in the business climate, market conditions,
environmental regulations or a determination that it is more likely than not that an asset or an asset group will
be sold or retired before its estimated useful life. These possible triggering events of impairment may impact
our assumptions related to future throughput levels, future operating revenues, expenses and gross margin,
levels of anticipated capital expenditures and remaining useful life. Long-lived assets are tested for
recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may
not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the
undiscounted cash flows expected to result from its use and eventual disposition. Cash flows for long-lived
assets/asset groups are determined at the lowest level for which identifiable cash flows exist. The cash flows
from the refinery asset groups are evaluated individually regardless of product mix or fuel type produced. If a
long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying
amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated
net cash flows or other appropriate methods. Our assumptions incorporate inherent uncertainties that are at
times difficult to predict and could result in impairment charges or accelerated depreciation in future periods if
actual results materially differ from the estimated assumptions used.
Income Taxes and Tax Receivable Agreement
As a result of 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, it 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 its 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 it is deemed to realize as a result of (i) increases in tax basis and (ii) certain other tax
benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments
under the Tax Receivable Agreement. As a result of these transactions, PBF Energy’s tax basis in its share of
PBF LLC’s assets will be higher than the book basis of these same assets. This resulted in a deferred tax asset of
$191.4 million as of December 31, 2022.
Deferred taxes are calculated using a liability method, whereby deferred tax assets are recognized for
deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences.
Temporary differences represent the differences between reported amounts of assets and liabilities and their tax
bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. We recognize 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. As a result of management’s assessment of the
available positive and negative evidence it was determined that the $308.5 million valuation allowance, as of
December 31, 2021, associated with deferred tax assets should be released because we believed that it had
become more likely than not that the deferred tax assets would be realized. The amount of the deferred tax
assets considered realizable, however, could be adjusted if estimates of future taxable income are reduced or
increased or if objective negative evidence in the form of cumulative losses is no longer present and additional
weight is given to subjective evidence such as our projections for future taxable income.
103
Pursuant to the Tax Receivable Agreement PBF Energy entered into at the time of its initial public
offering, it is required to pay the current and former PBF LLC Series A unitholders, who exchange their units
for PBF Energy stock or whose units we purchase, approximately 85% of the cash savings in income taxes that
PBF Energy is deemed to realize as a result of the increase in the tax basis of its 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. PBF Energy has recognized a liability for the Tax
Receivable Agreement reflecting its estimate of the undiscounted amounts that it expects to pay under the
agreement. PBF Energy’s estimate of the Tax Receivable Agreement liability is based, in part, on forecasts of
future taxable income over the anticipated life of PBF Energy’s future business operations, assuming no
material changes in the relevant tax law. The assumptions used in the forecasts are subject to substantial
uncertainty about PBF Energy’s future business operations and the actual payments that it is required to make
under the Tax Receivable Agreement could differ materially from its current estimates. PBF Energy 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 PBF Energy Class A common stock. Such adjustments will be based
on forecasts of future taxable income and PBF Energy’s future business operations at the time of such purchases
or exchanges. Periodically, PBF Energy may adjust the liability based on an updated estimate of the amounts
that it expects to pay, using assumptions consistent with those used in its concurrent estimate of the deferred tax
asset valuation allowance. These periodic adjustments to the Tax Receivable Agreement 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.
Recent Accounting Pronouncements
Refer to “Note 2 - Summary of Significant Accounting Policies” of our Notes to Consolidated Financial
Statements, for Recently Issued Accounting Pronouncements.
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.
104
At December 31, 2022 and December 31, 2021, we had gross open commodity derivative contracts
representing 30.1 million barrels and 42.1 million barrels, respectively, with an unrealized net gain of $13.9
million and unrealized net loss of $12.0 million, respectively. The open commodity derivative contracts as of
December 31, 2022 expire at various times during 2023.
We carry inventories of crude oil, intermediates and refined products (“hydrocarbon inventories”) on our
Consolidated Balance Sheets, the values of which are subject to fluctuations in market prices. Our hydrocarbon
inventories totaled approximately 32.8 million barrels and 30.2 million barrels at December 31, 2022 and
December 31, 2021, respectively. The average cost of our hydrocarbon inventories was approximately $80.04
and $78.29 per barrel on a LIFO basis at December 31, 2022 and December 31, 2021, respectively. At
December 31, 2022 and December 31, 2021, the replacement value of inventory exceeded the LIFO carrying
value. If market prices of our inventory decline to a level below our average cost, we may be required to write
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 between 75 million and 95 million MMBTUs of natural gas amongst
our six refineries. Accordingly, a $1.00 per MMBTU change in natural gas prices would increase or decrease
our natural gas costs by approximately $75.0 million to $95.0 million.
Compliance Program Price Risk
We are exposed to market risks related to our obligations to buy and the volatility in the price of credits
needed to comply with various governmental and regulatory compliance programs, which includes RINs,
required to comply with the RFS. Our overall RINs obligation is based on a percentage of our domestic
shipments of on-road fuels as established by 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
the market risk relating to our obligations on our results of operations and cash flows, we may elect to purchase
RINs or other environmental credits as part of our liability management strategy.
In addition, we are exposed to risks associated with complying with federal and state legislative and
regulatory measures to address greenhouse gas and other emissions. Requirements to reduce emissions could
result in increased costs to operate and maintain our facilities as well as implement and manage new emission
controls and programs put in place. Compliance with such emission standards may require the purchase of
emission credits or similar instruments.
Certain of these compliance contracts or instruments qualify as derivative instruments. For certain of
these contracts, we elect the normal purchase normal sale exception under ASC 815, Derivatives and Hedging
for such instruments, and therefore do not record these contracts at their fair value.
Interest Rate Risk
The maximum commitment under our Revolving Credit Facility is $4.3 billion. Borrowings under the
Revolving Credit Facility bear interest either at the Alternative Base Rate plus the Applicable Margin or at the
Term SOFR Rate plus the Applicable Margin, all as defined in the Revolving Credit Agreement. At
December 31, 2022, we had no outstanding balance in variable interest debt. If this facility was fully drawn, a
1.0% change in the interest rate would increase or decrease our interest expense by approximately $25.6 million
annually.
The PBFX Revolving Credit Facility, with a maximum commitment of $500.0 million, bears interest
either at the Alternative Base Rate plus the Applicable Margin or at Adjusted LIBOR plus the Applicable
Margin, all as defined in the PBFX Revolving Credit Agreement. At December 31, 2022, PBFX had no
outstanding balance in variable interest debt. If this facility was fully drawn, a 1.0% change in the interest rate
would increase or decrease our interest expense by approximately $3.7 million annually.
105
We also have interest rate exposure in connection with our Third Inventory Intermediation Agreement
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
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 years ended December 31, 2022 and December 31, 2021, only one customer, Shell, accounted for
10% or more of our revenues (approximately 14% and 15%, respectively).
As of December 31, 2022 and December 31, 2021, only one customer, Shell, accounted for 10% or more
of our total trade accounts receivable (approximately 19% and 26%, respectively).
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
PBF Energy and PBF LLC conducted separate evaluations under the supervision and with the
participation of each company’s management, including the principal executive officer and principal financial
officer, of the effectiveness of the 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. Based upon these evaluations as required by Exchange Act Rule 13a-15(b), the principal executive
officer and principal financial officer, in each case, concluded that the disclosure controls and procedures are
effective.
Management’s Report on Internal Control over Financial Reporting - PBF Energy
PBF Energy’s management is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rule 13a-15(f) of the Exchange Act. PBF Energy’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.
106
Management assessed the effectiveness of PBF Energy’s internal control over financial reporting as of
December 31, 2022, 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, management
concluded that as of December 31, 2022, PBF Energy’s internal control over financial reporting is effective.
Management’s Report on Internal Control over Financial Reporting - PBF LLC
PBF LLC’s management is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rule 13a-15(f) of the Exchange Act. PBF LLC’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.
Management assessed the effectiveness of PBF LLC’s internal control over financial reporting as of
December 31, 2022, 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, management
concluded that as of December 31, 2022, PBF LLC’s internal control over financial reporting is effective.
Auditor Attestation Report
Our independent registered public accounting firm has issued an attestation report on the effectiveness of
PBF Energy’s internal control over financial reporting, which is on page F-7 of this report.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting during the quarter ended
December 31, 2022 that has materially affected, or is reasonably likely to materially affect PBF Energy’s or
PBF LLC’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
Not applicable.
107
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required under this Item will be contained in our 2023 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 Information About Our Executive Officers 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 2023 Proxy Statement, incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Information required by this Item, including Securities Authorized for Issuance Under Equity
Compensation Plans, will be contained in our 2023 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 2023 Proxy Statement, incorporated
herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information about aggregate fees billed to us by our principal accountant, Deloitte & Touche LLP
(PCAOB ID No. 34) will be contained in our 2023 Proxy Statement, incorporated herein by reference.
108
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PART IV
(a) 1. Financial Statements. The consolidated financial statements of PBF Energy Inc., PBF Energy Company
LLC and their 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 not applicable 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
Description
2.1(†)
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
Agreement and Plan of Merger, dated July 27, 2022 by and among PBF Energy Inc., PBF
Energy Company LLC, PBFX Holdings Inc., Riverlands Merger Sub LLC, PBF Logistics LP
and PBF Logistics GP LLC (incorporated by reference to Exhibit 2.1 filed with PBF Energy
Inc.’s Current Report on Form 8-K dated July 27, 2022 (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)).
Second Amended and Restated Bylaws of PBF Energy Inc. (incorporated by reference to
Exhibit 3.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated February 15,
2017 (File No. 001-35764)).
Indenture dated as of May 30, 2017, 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 and Authenticating Agent and form of 7.25% Senior Notes
due 2025 (included as Exhibit A) (incorporated by reference to Exhibit 4.1 of PBF Energy
Inc.’s Current Report on Form 8-K (File No. 001-35764) filed on May 30, 2017).
Indenture dated as of January 24, 2020, 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 and Authenticating Agent and form of 6.00% Senior Notes
due 2028 (included as Exhibit A) (incorporated by reference to Exhibit 4.1 filed with PBF
Energy Inc.’s Current Report on Form 8-K dated January 24, 2020 (File No. 001-35764)).
First Supplemental Indenture dated February 3, 2020, among PBF Holding Company LLC,
PBF Finance Corporation, Martinez Refining Company LLC, Martinez Terminal Company
LLC, Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company
Americas, as paying agent, transfer agent, registrar and authenticating agent (6.00% Senior
Notes due 2028) (incorporated by reference to Exhibit 4.3 filed with PBF Energy Inc.’s
Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764).
First Supplemental Indenture dated February 3, 2020, among PBF Holding Company LLC,
PBF Finance Corporation, Martinez Refining Company LLC, Martinez Terminal Company
LLC, Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company
Americas, as paying agent, transfer agent, registrar and authenticating agent (7.25% Senior
Notes due 2025) (incorporated by reference to Exhibit 4.4 filed with PBF Energy Inc.’s
Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764).
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)).
Description of Registrant’s Securities (incorporated by reference to Exhibit 4.18 of PBF
Energy Inc’s Annual Report on Form 10-K (File No. 001-35764) filed on February 18, 2021).
109
10.1**
10.2**
10.3**
10.4**
10.5**
10.6**
10.7**
10.8**
10.9**
10.10**
10.11**
10.12**
10.13**
10.14**
Form of 2023-2025 Performance Share Unit Agreement (incorporated by reference to Exhibit
10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated April 12, 2022 (File No.
001-35764)).
Form of 2023-2025 Performance Unit Agreement (incorporated by reference to Exhibit 10.2
filed with PBF Energy Inc.’s Current Report on Form 8-K dated April 12, 2022 (File No.
001-35764)).
Form of PBF Energy Inc. Performance Share Unit Award Agreement (2022-2024
performance period) under the Amended and Restated PBF Energy Inc. 2017 Equity Incentive
Plan (incorporated by reference to Exhibit 10.1 with PBF Energy Inc.’s Current Report on
Form 8-K dated November 24, 2021 (File No. 001-35764)).
Form of PBF Energy Inc. Performance Unit Award Agreement (2022-2024 performance
period) under the Amended and Restated PBF Energy Inc. 2017 Equity Incentive Plan
(incorporated by reference to Exhibit 10.2 with PBF Energy Inc.’s Current Report on Form 8-
K dated November 24, 2021 (File No. 001-35764)).
PBF Energy Inc. Amended and Restated 2012 Equity Incentive Plan (incorporated by
reference to Appendix A to PBF Energy Inc.’s Definitive Proxy Statement on Schedule 14A
filed on March 22, 2016 (File No. 001-35764)).
PBF Energy Inc. Amended and Restated 2017 Equity Incentive Plan (incorporated by
reference to Appendix A to PBF Energy Inc.’s Definitive Proxy Statement on Schedule 14A
filed on April 13, 2018 (File No. 001-35764)).
Amendment No. 1 to PBF Energy Inc. Amended and Restated 2017 Equity Incentive Plan
(incorporated by reference to Appendix A to PBF Energy Inc.’s Definitive Proxy Statement on
Schedule 14A filed on April 13, 2022 (File No. 001-35764)).
Form of PBF Energy Non-Qualified Stock Option Agreement (prior to 2020) under the
Amended and Restated PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by
reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated
November 2, 2018 (File No. 001-35764)).
Form of PBF Energy Non-Qualified Stock Option Agreement (2020 and thereafter) under the
Amended and Restated PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by
reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated
November 13, 2020 (File No. 001-35764)).
Form of PBF Energy Performance Share Unit Award Agreement (2021-2023) under the
Amended and Restated PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by
reference to Exhibit 10.2 filed with PBF Energy Inc.’s Current Report on Form 8-K dated
November 13, 2020 (File No. 001-35764)).
Form of PBF Energy Performance Unit Award Agreement (2021-2023) under the Amended
and Restated PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to
Exhibit 10.3 filed with PBF Energy Inc.’s Current Report on Form 8-K dated November 13,
2020 (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)).
Form of Amended and Restated Restricted Stock Agreement for non-employee Directors
under the PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit
10.3 of PBF Energy Inc.’s Annual Report on Form 10-K (File No. 001-35764) filed on
February 23, 2018).
Form of Amended and Restated Restricted Stock Agreement for Employees, under PBF
Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 of PBF
Energy Inc.’s Annual Report on Form 10-K (File No. 001-35764) filed on February 23, 2018).
110
10.15
10.16
10.17
10.18
10.19
10.20
10.21†
10.22†
10.23†
10.24
10.25
10.26
10.27
Form of PBF Energy Amended and Restated 2017 Equity Incentive Plan, as Amended
Restricted Stock Agreement for Employee (incorporated by reference to Exhibit 10.2 filed
with PBF Energy Inc.’s Current Report on Form 8-K dated December 2, 2022 (File No.
001-35764)).
Form of Amended and Restated 2017 Equity Incentive Plan Performance Share Unit Award
Agreement for the 2023-2025 Performance Cycle (incorporated by reference to Exhibit 10.3
filed with PBF Energy Inc.’s Current Report on Form 8-K dated December 2, 2022 (File No.
001-35764)).
Form of Amended and Restated 2017 Equity Incentive Plan Performance Unit Award
Agreement for the 2023-2025 Performance Cycle (incorporated by reference to Exhibit 10.4
filed with PBF Energy Inc.’s Current Report on Form 8-K dated December 2, 2022 (File No.
001-35764)).
Senior Secured Revolving Credit Agreement dated as of May 2, 2018 (incorporated by
reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May
7, 2018 (File No. 001-35764)).
Amendment dated as of February 18, 2020 to Senior Secured Revolving Credit Agreement
dated as of May 2, 2018 (incorporated by reference to Exhibit 10.3 filed with PBF Energy
Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764)).
Second Amendment dated as of May 7, 2020 to Senior Secured Revolving Credit Agreement
dated as of May 2, 2018, as amended (incorporated by reference to Exhibit 10.1 filed with
PBF Energy Inc.’s Current Report on Form 8-K dated May 7, 2020 (File No. 001-35764)).
Third Amendment to Senior Secured Revolving Credit Agreement, dated May 2, 2018
(incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on
Form 8-K dated May 27, 2022 (File No. 001-35764)).
Third Amended and Restated Inventory Intermediation Agreement dated as of October 25,
2021, among J. Aron & Company, LLC, PBF Holding Company LLC, Delaware City
Refining Company LLC, Paulsboro Refining Company LLC and Chalmette Refining, L.L.C.
(incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on
Form 8-K dated October 28, 2021 (File No. 001-35764)).
First Amendment to the Third Amended and Restated Inventory Intermediation Agreement
dated as of October 25, 2021, among J. Aron & Company LLC, PBF Holding Company LLC,
Delaware City Refining Company LLC, Paulsboro Refining Company LLC, and Chalmette
Refining, L.L.C (incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.’s
Current Report on Form 8-K dated May 27, 2022 (File No. 001-35764)).
Amended and Restated Guaranty of Collection, dated as of October 6, 2017 (incorporated by
reference to Exhibit 10.1 of PBF Energy Inc.’s Current Report on Form 8-K (File No.
001-35764) filed on October 6, 2017).
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 Quarterly Report on Form 10-Q dated
August 6, 2015 (File No. 001-35764)).
Amended and Restated Revolving Credit Agreement dated as of July 30, 2018, among PBF
Logistics LP, the lender party hereto and Wells Fargo Bank, National Association as
Administrative Agent (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s
Current Report on Form 8-K dated August 2, 2018 (File No. 001-35764)).
Joinder Agreement dated as of September 7, 2018, among DCR Storage and Loading LLC,
Chalmette Logistics Company LLC, Toledo Rail Logistics Company LLC, Paulsboro
Terminaling Company LLC and Wells Fargo Bank, National Association, as Administrative
Agent (incorporated by reference to Exhibit 10.4 filed with PBF Logistics LP’s Quarterly
Report on Form 10-Q dated October 31, 2018 (File No. 001-36446)).
111
10.28
10.29
10.30
10.31
10.32
10.33
10.34
10.35
10.36*/
**
10.37**
10.38**
10.39**
10.40
10.41
Joinder Agreement dated May 26, 2016, among PBF Logistics Products Terminals LLC and
Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference
to Exhibit 4.1 filed with PBF Logistics LP’s Quarterly Report on Form 10-Q dated August 4,
2016 (File No. 001-36446)).
Joinder Agreement to the ABL Security Agreement dated as of February 1, 2020, among
Martinez Refining Company LLC, Martinez Terminal Company LLC and Bank of America,
N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 filed with PBF
Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764).
Joinder Agreement to the Credit Agreement dated as of February 1, 2020, among PBF
Holding Company LLC, the Guarantors named on the signature pages thereto including
Martinez Refining Company LLC, Martinez Terminal Company LLC and Bank of America,
N.A., as Administrative Agent to Senior Secured Revolving Credit Agreement dated as of
May 2, 2018 (incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.’s
Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764).
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)).
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)).
Form of Indemnification Agreement 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)).
Employment Agreement dated as of September 29, 2015 between PBF Investments LLC and
Trecia M. Canty
Employment Agreement dated as of September 4, 2014 between PBF Investments LLC and
Thomas O’Connor (incorporated by reference to Exhibit 10.9 filed with PBF Energy Inc.’s
Annual Report on Form 10-K dated February 29, 2016 (File No. 001-35764)).
Employment Agreement dated as of April 1, 2014 between PBF Investments LLC and
Timothy Paul Davis (incorporated by reference to Exhibit 10.4 filed with PBF Energy Inc.’s
Quarterly Report on Form 10-Q dated May 7, 2014 (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 Quarterly
Report on Form 10-Q dated May 7, 2014 (File No. 001-35764)).
Letter Agreement between C. Erik Young and PBF Investments LLC dated November 29,
2022 (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report
on Form 8-K dated November 29, 2022 (File No. 001-35764)).
Letter Agreement dated as of December 7, 2022 between Karen B. Davis and PBF Energy Inc.
(incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on
Form 8-K dated December 2, 2022 (File No. 001-35764)).
112
10.42**
10.43**
21.1*
23.1*
23.2*
24.1*
31.1*
31.2*
31.3*
31.4*
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)).
Subsidiaries of PBF Energy and PBF Energy Company LLC.
Consent of Deloitte & Touche LLP.
Consent of Deloitte & Touche LLP.
Power of Attorney (included on signature page).
Certification by Chief Executive Officer of PBF Energy Inc. pursuant
13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
to Rule
Certification by Chief Financial Officer of PBF Energy Inc. pursuant
13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
to Rule
Certification by Chief Executive Officer of PBF Energy Company LLC 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 Company LLC 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.
32.2*(1)
32.3*(1)
32.4*(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.
Certification by Chief Executive Officer of PBF Energy Company LLC pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification by Chief Financial Officer of PBF Energy Company LLC pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101).
——————————
113
*
**
†
Filed herewith.
Indicates management compensatory plan or arrangement.
Portions of the exhibits have been omitted because (i) the registrant customarily and actually
treats that information as private or confidential and (ii) the omitted information is not
material.
(1)
This exhibit should not be deemed to be “filed” for purposes of Section 18 of the Exchange
Act.
114
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm
PBF Energy Inc.
Consolidated Balance Sheets as of December 31, 2022 and 2021
Consolidated Statements of Operations For the Years Ended December 31, 2022, 2021 and
2020
Consolidated Statements of Comprehensive Income (Loss) For the Years Ended December
31, 2022, 2021 and 2020
Consolidated Statements of Changes in Equity For the Years Ended December 31, 2022,
2021 and 2020
Consolidated Statements of Cash Flows For the Years Ended December 31, 2022, 2021
and 2020
PBF Energy Company LLC
Consolidated Balance Sheets as of December 31, 2022 and 2021
Consolidated Statements of Operations For the Years Ended December 31, 2022, 2021 and
2020
Consolidated Statements of Comprehensive Income (Loss) For the Years Ended December
31, 2022, 2021 and 2020
Consolidated Statements of Changes in Equity For the Years Ended December 31, 2022,
2021 and 2020
Consolidated Statements of Cash Flows For the Years Ended December 31, 2022, 2021
and 2020
Notes to PBF Energy and PBF LLC Consolidated Financial Statements
F-2
F- 8
F- 9
F- 10
F- 11
F- 13
F- 15
F- 16
F- 17
F- 18
F- 19
F- 20
F- 1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of PBF Energy Inc. and subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of PBF Energy Inc. and subsidiaries (the
"Company") as of December 31, 2022 and 2021, 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, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in
the period ended December 31, 2022, 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) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022,
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 16, 2023, expressed an
unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express
an opinion on the Company's financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial
statements that were communicated or required to be communicated to the audit committee and that (1) relate to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our
opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to
which they relate.
Critical Accounting Policy and Estimate – Impairment Assessment of Long-Lived Assets and Definite-Lived
Intangibles – refer to Note 2 to the Consolidated Financial Statements
Critical Audit Matter Description
The Company evaluates long-lived assets for impairment on a continual basis and reassesses the reasonableness
of their related useful lives whenever events or changes in circumstances warrant assessment. Possible
triggering events may include, among other things, significant adverse changes in the business climate, market
conditions, environmental regulations, or a determination that it is more likely than not that the carrying amount
F- 2
of an asset or an asset group may not be recoverable, will be sold or retired before its estimated useful life.
During 2022, increasing environmental regulation was assessed as a possible triggering event as it relates
specifically to our refineries located in California. These possible triggering events of impairment may impact
the Company’s assumptions related to future throughput levels, future operating revenues, expenses and gross
margin, levels of anticipated capital expenditures, asset retirement obligations and remaining useful life.
Changes in these assumptions could have a significant impact on the carrying amount of long- lived assets. For
the year ended December 31, 2022, no impairment loss related to long-lived assets has been recognized.
We identified the determination of possible triggering events for long-lived assets as a critical audit matter
because of the significant assumptions management makes when determining whether events or changes in
circumstances have occurred indicating that the carrying amounts of long-lived assets may not be recoverable.
This required a high degree of auditor judgement.
How the Critical Audit Matter was Addressed in the Audit
Our audit procedures related to impairment indicators for long-lived assets included the following, among
others:
• We tested the effectiveness of controls over the identification of possible circumstances that may
indicate that the carrying amounts of long-lived assets are no longer recoverable, including controls
over management’s useful life, throughput levels, gross margin, operating expenses and future levels
of capital expenditures assumptions.
• We compared management’s evaluation of potential impairment indicators to our independent
expectation by:
◦ We performed searches for adverse general market and asset-specific environmental
conditions,
◦ We inquired of Management about the impact of macro-economic events, the pace of
decarbonization and the energy transition, and new environmental regulations on the
Company’s forecasting of future cash flows, refining margins, future levels of capital
expenditure and estimated useful lives,
◦ We inspected minutes of the board of directors, the Company’s public statements, operating
plans, and market reports to identify any evidence that may contradict management’s
assumptions, and
◦ We read relevant rules and regulations issued by federal, state, and local regulatory bodies,
including staff reports, resolutions, other third-party filings, and other publicly available
information to assess future levels of sustained capital expenditure and impact to future
refinery throughput.
• With the assistance of Environmental Specialists, we performed a public domain search to assess the
impact of environmental regulatory laws on the company’s operations.
Critical Accounting Policy and Estimate – Release of Valuation Allowance Related to Deferred Tax Assets –
refer to Notes 2 and 19 to the Consolidated Financial Statements
Critical Audit Matter Description
Deferred taxes are calculated using a liability method, whereby deferred tax assets are recognized for deductible
temporary differences and deferred tax liabilities are recognized for taxable temporary differences. 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. Management considers a number of factors in
assessing the realization of a deferred tax assets associated with net operating losses, including the reversal of
temporary differences, future taxable income, and ongoing prudent and feasible tax-planning strategies.
Management also considers the uncertainty posed by the current economic environment and the effect of this
uncertainty on the various factors that management takes into account in evaluating the need for valuation
allowances.
F- 3
As a result, Management determined sufficient future taxable income will be generated to permit use of the
existing deferred tax assets as of December 31, 2022. The full valuation allowance in the amount of $308.5
million was released during the year to recognize the portion of net operating losses that are more likely than
not to be realized.
How the Critical Audit Matter was Addressed in the Audit
• We tested the effectiveness of controls over the release of the valuation allowance and the income tax
•
provision,
Reviewed and evaluated the income analysis for the twelve-month period ended December 31, 2022,
scheduled reversal of deferred tax liabilities and industry trends used to determine the realizability of
the deferred tax assets, and
• With the assistance of our tax specialists, we evaluated the reasonableness of the valuation allowance
release by assisting in the evaluation of the positive and negative evidence available, the analysis of the
realizability of the deferred tax assets and the conclusions reached.
/s/ Deloitte & Touche LLP
Morristown, New Jersey
February 16, 2023
We have served as the Company's auditor since 2011.
F- 4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To PBF Energy Inc., the Managing Member of PBF Energy Company LLC
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of PBF Energy Company LLC and subsidiaries
(the "Company") as of December 31, 2022 and 2021, 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, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in
the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United
States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express
an opinion on the Company's financial statements based on our audits. We are a public accounting firm
registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain
an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on
the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such
opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our
audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that (1) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our
opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter
below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it
relates.
F- 5
Critical Accounting Policy and Estimate – Impairment Assessment of Long-Lived Assets and Definite-Lived
Intangibles – refer to Note 2 to the Consolidated Financial Statements
Critical Audit Matter Description
The Company evaluates long-lived assets for impairment on a continual basis and reassesses the reasonableness
of their related useful lives whenever events or changes in circumstances warrant assessment. Possible
triggering events may include, among other things, significant adverse changes in the business climate, market
conditions, environmental regulations, or a determination that it is more likely than not that the carrying amount
of an asset or an asset group may not be recoverable, will be sold or retired before its estimated useful life.
During 2022, increasing environmental regulation was assessed as a possible triggering event as it relates
specifically to our refineries located in California. These possible triggering events of impairment may impact
the Company’s assumptions related to future throughput levels, future operating revenues, expenses and gross
margin, levels of anticipated capital expenditures, asset retirement obligations and remaining useful life.
Changes in these assumptions could have a significant impact on the carrying amount of long- lived assets. For
the year ended December 31, 2022, no impairment loss related to long-lived assets has been recognized.
We identified the determination of possible triggering events for long-lived assets as a critical audit matter
because of the significant assumptions management makes when determining whether events or changes in
circumstances have occurred indicating that the carrying amounts of long-lived assets may not be recoverable.
This required a high degree of auditor judgement.
How the Critical Audit Matter was Addressed in the Audit
Our audit procedures related to impairment indicators for long-lived assets included the following, among
others:
• We tested the effectiveness of controls over the identification of possible circumstances that may
indicate that the carrying amounts of long-lived assets are no longer recoverable, including controls
over management’s useful life, throughput levels, gross margin, operating expenses and future levels
of capital expenditures assumptions.
• We compared management’s evaluation of potential impairment indicators to our independent
expectation by:
◦ We performed searches for adverse general market and asset-specific environmental
conditions,
◦ We inquired of Management about the impact of macro-economic events, the pace of
decarbonization and the energy transition, and new environmental regulations on the
Company’s forecasting of future cash flows, refining margins, future levels of capital
expenditure and estimated useful lives,
◦ We inspected minutes of the board of directors, the Company’s public statements, operating
plans, and market reports to identify any evidence that may contradict management’s
assumptions, and
◦ We read relevant rules and regulations issued by federal, state and local regulatory bodies,
including staff reports, resolutions, other third-party filings, and other publicly available
information to assess future levels of sustained capital expenditure and impact to future
refinery throughput.
• With the assistance of Environmental Specialists, we performed a public domain search to assess the
impact of environmental regulatory laws on the company’s operations.
/s/ Deloitte & Touche LLP
Morristown, New Jersey
February 16, 2023
We have served as the Company's auditor since 2011.
F- 6
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of PBF Energy Inc. and subsidiaries
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of PBF Energy Inc. and subsidiaries (the
“Company”) as of December 31, 2022, based on criteria established in Internal Control — Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). In our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated
Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31,
2022, of the Company and our report dated February 16, 2023, expressed an unqualified opinion on those
financial statements.
Basis for Opinion
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 are a
public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process 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. 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 its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Morristown, New Jersey
February 16, 2023
F- 7
PBF ENERGY INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
December 31,
2022
December 31,
2021
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable
Inventories
Prepaid and other current assets
Total current assets
Property, plant and equipment, net
Lease right of use assets
Deferred charges and other assets, net
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
Accrued expenses
Deferred revenue
Current operating lease liabilities
Current debt
Total current liabilities
Long-term debt
Payable to related parties pursuant to Tax Receivable Agreement
Deferred tax liabilities
Long-term operating lease liabilities
Long-term financing lease liabilities
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note 12)
Equity:
PBF Energy Inc. equity
Class A common stock, $0.001 par value, 1,000,000,000 shares authorized,
129,639,307 shares outstanding at December 31, 2022, 120,319,577 shares
outstanding at December 31, 2021
Class B common stock, $0.001 par value, 1,000,000 shares authorized, 13
shares outstanding at December 31, 2022, 15 shares outstanding at
December 31, 2021
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no
shares outstanding at December 31, 2022 and December 31, 2021
Treasury stock, at cost, 10,937,916 shares outstanding at December 31,
2022 and 6,676,809 shares outstanding at December 31, 2021
Additional paid in capital
Retained earnings (accumulated deficit)
Accumulated other comprehensive income (loss)
Total PBF Energy Inc. equity
Noncontrolling interest
Total equity
Total liabilities and equity
See notes to consolidated financial statements.
F- 8
$
$
$
2,203.6 $
1,456.3
2,763.6
122.8
6,546.3
5,361.0
679.1
962.7
13,549.1 $
854.6 $
3,720.8
40.6
60.5
524.2
5,200.7
1,434.9
338.6
535.4
552.7
57.9
372.9
8,493.1
0.1
—
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1,341.5
1,277.6
2,505.1
75.0
5,199.2
4,902.2
717.1
822.9
11,641.4
911.7
2,740.4
42.7
64.9
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4,295.8
48.3
111.4
570.4
70.6
252.4
9,108.6
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(327.0)
3,201.6
2,056.0
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126.8
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13,549.1 $
(169.1)
2,874.0
(796.1)
17.3
1,926.2
606.6
2,532.8
11,641.4
$
PBF ENERGY INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except share and per share data)
Revenues
Cost and expenses:
Cost of products and other
Operating expenses (excluding depreciation and
amortization expense as reflected below)
Depreciation and amortization expense
Cost of sales
General and administrative expenses (excluding
depreciation and amortization expense as reflected below)
Depreciation and amortization expense
Change in fair value of contingent consideration, net
Impairment expense
Loss (gain) on sale of assets
Total cost and expenses
Income (loss) from operations
Other income (expense):
Interest expense, net
Change in Tax Receivable Agreement liability
Change in fair value of catalyst obligations
(Loss) gain on extinguishment of debt
Other non-service components of net periodic benefit cost
Income (loss) before income taxes
Income tax expense
Net income (loss)
Less: net income attributable to noncontrolling interests
Net income (loss) attributable to PBF Energy Inc.
stockholders
Weighted-average shares of Class A common stock
outstanding
Year Ended December 31,
2021
27,253.4 $
2022
46,830.3 $
2020
15,115.9
$
39,049.1
23,826.8
14,275.6
2,599.0
503.6
42,151.7
468.7
7.5
48.3
—
0.9
42,677.1
4,153.2
(246.0)
(290.3)
(2.0)
(66.1)
8.8
3,557.6
584.8
2,972.8
96.0
2,085.9
453.5
26,366.2
247.3
13.3
32.4
—
(3.0)
26,656.2
597.2
(317.5)
(48.3)
8.5
79.9
7.8
327.6
12.1
315.5
84.5
1,918.3
551.7
16,745.6
248.5
11.3
(93.7)
98.8
(477.8)
16,532.7
(1,416.8)
(258.2)
373.5
(11.8)
(22.2)
4.3
(1,331.2)
2.1
(1,333.3)
59.1
$
2,876.8 $
231.0 $
(1,392.4)
Basic
Diluted
122,598,076
126,860,106
120,240,009
122,638,154
119,617,998
120,660,665
Net income (loss) available to Class A common stock per
share:
Basic
Diluted
$
$
23.47 $
22.84 $
1.92 $
1.90 $
(11.64)
(11.64)
See notes to consolidated financial statements.
F- 9
PBF ENERGY INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
Year Ended December 31,
2021
2020
2022
Net income (loss)
$
2,972.8 $
315.5 $
(1,333.3)
Other comprehensive income (loss):
Unrealized loss on available for sale securities
Net (loss) gain on pension and other post-
retirement benefits
Total other comprehensive income (loss)
Comprehensive income (loss)
Less: comprehensive income attributable to
noncontrolling interests
(2.5)
(0.7)
(16.3)
(18.8)
2,954.0
96.0
27.1
26.4
341.9
84.5
(0.1)
(0.7)
(0.8)
(1,334.1)
59.1
Comprehensive income (loss) attributable to PBF
Energy Inc. stockholders
$
2,858.0 $
257.4 $
(1,393.2)
See notes to consolidated financial statements.
F- 10
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S
PBF ENERGY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Cash flows from operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization
Impairment expense
Stock-based compensation
Change in fair value of catalyst obligations
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
Change in fair value of contingent consideration, net
Loss (gain) on extinguishment of debt
Pension and other post-retirement benefit costs
Loss (gain) on sale of assets
Changes in operating assets and liabilities:
Accounts receivable
Inventories
Prepaid and other current assets
Accounts payable
Accrued expenses
Deferred revenue
Other assets and liabilities
Year Ended December 31,
2021
2020
2022
$ 2,972.8 $
315.5 $
(1,333.3)
533.9
—
54.3
2.0
420.2
290.3
(5.4)
—
48.3
66.1
47.6
0.9
(178.8)
(258.5)
(5.4)
(95.7)
881.0
(2.1)
0.5
483.8
—
35.6
(8.5)
11.7
48.3
(8.4)
(669.6)
32.4
(79.9)
50.8
(3.0)
(764.7)
(149.3)
(16.2)
480.7
797.9
(4.5)
(75.3)
477.3 $
581.1
98.8
34.2
11.8
1.6
(373.5)
(12.6)
268.0
(93.7)
22.2
55.7
(477.8)
322.1
392.2
(1.8)
(206.6)
116.0
27.1
(63.1)
(631.6)
Net cash provided by (used in) operating activities
$ 4,772.0 $
Cash flows from investing activities:
Expenditures for property, plant and equipment
Expenditures for deferred turnaround costs
Expenditures for other assets
Acquisition of Martinez refinery
Proceeds from sale of assets
Net cash used in investing activities
(633.3)
(311.6)
(66.0)
—
—
$ (1,010.9) $
(249.1)
(117.7)
(28.9)
—
7.2
(388.5) $
(196.2)
(188.1)
(9.1)
(1,176.2)
543.1
(1,026.5)
See notes to consolidated financial statements.
F- 13
PBF ENERGY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(in millions)
Cash flows from financing activities:
PBFX Merger Transaction payment
Dividend payments
Distributions to PBFX Public Unitholders
Distributions to PBF Energy Company LLC members other than PBF
Energy
Distribution to T&M and Collins shareholders
Proceeds from 2025 9.25% Senior Secured Notes
Proceeds from 2028 6.00% Senior Notes
Repurchase of 2028 6.00% Senior Notes
Repurchase of 2025 7.25% Senior Notes
Redemption of 2023 7.00% Senior Notes
Redemption of 2025 9.25% Senior Secured Notes
Proceeds from revolver borrowings
Repayments of revolver borrowings
Proceeds from PBFX revolver borrowings
Repayments of PBFX revolver borrowings
Repayments of PBF Rail Term Loan
Settlements of precious metal catalyst obligations
Proceeds from catalyst financing arrangements
Payments on financing leases
Proceeds from insurance premium financing
Transactions in connection with stock-based compensation plans, net
Payments of contingent consideration
Share repurchase of PBF Energy’s Class A common stock
Deferred financing costs and other
Year Ended December 31,
2021
2020
2022
(303.7)
(24.7)
(40.3)
(8.6)
—
—
—
(21.1)
(4.8)
—
(1,307.4)
400.0
(1,300.0)
—
(100.0)
—
(56.2)
—
(11.3)
2.1
67.8
(3.1)
(156.4)
(31.3)
—
—
(39.0)
—
(35.9)
(45.9)
—
(0.7)
—
—
(109.3)
(37.5)
—
—
—
—
—
(100.0)
(7.4)
(31.7)
—
(17.8)
—
(4.6)
(12.2)
—
3.4
(0.4)
—
1,250.6
1,000.0
—
—
(517.5)
—
1,450.0
(550.0)
100.0
(183.0)
(7.2)
(8.8)
51.9
(12.4)
—
(2.1)
—
(1.6)
(35.0)
(356.8) $ 2,452.7
Net cash (used in) provided by financing activities
$ (2,899.0) $
Net change in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
862.1
1,341.5
794.6
814.9
$ 2,203.6 $ 1,341.5 $ 1,609.5
(268.0)
1,609.5
Supplemental cash flow disclosures
Non-cash activities:
Accrued and unpaid capital expenditures
Assets acquired or remeasured under operating and financing
leases
Fair value of the Martinez Contingent Consideration at
acquisition
Cash paid during year for:
Interest, net of capitalized interest of $25.0, $9.1 and $12.6 in
2022, 2021 and 2020, respectively
Income taxes
$
166.1 $
104.0 $
32.1
54.7
(106.6)
702.0
—
—
77.3
$
249.7 $
148.9
307.0 $
5.7
206.9
2.1
See notes to consolidated financial statements.
F- 14
PBF ENERGY COMPANY LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except unit and per unit data)
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable
Inventories
Prepaid and other current assets
Total current assets
Property, plant and equipment, net
Lease right of use assets
Deferred charges and other assets, net
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
Accrued expenses
Deferred revenue
Current operating lease liabilities
Current debt
Total current liabilities
Long-term debt
Affiliate note payable
Deferred tax liabilities
Long-term operating lease liabilities
Long-term financing lease liabilities
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note 12)
Equity:
Series B Units, 1,000,000 issued and outstanding, no par or stated value
PBF Energy Company LLC equity:
Series A Units, 910,457 and 927,990 issued and outstanding at December 31,
2022 and 2021, no par or stated value
Series C Units, 129,660,538 and 120,340,808 issued and outstanding at
December 31, 2022 and 2021, no par or stated value
Treasury stock, at cost
Retained earnings (accumulated deficit)
Accumulated other comprehensive income (loss)
Total PBF Energy Company LLC equity
Noncontrolling interest
Total equity
Total liabilities, Series B units and equity
See notes to consolidated financial statements.
F- 15
December 31,
2022
December 31,
2021
$
$
$
$
2,201.8 $
1,456.3
2,763.6
122.8
6,544.5
5,361.0
679.1
962.7
13,547.3 $
853.4 $
3,768.3
40.6
60.5
524.2
5,247.0
1,434.9
1,445.7
21.0
552.7
57.9
372.9
9,132.1
1,339.8
1,277.6
2,505.1
75.0
5,197.5
4,902.2
717.1
822.9
11,639.7
911.7
2,792.6
42.7
64.9
—
3,811.9
4,295.8
375.2
24.2
570.4
70.6
252.4
9,400.5
5.1
5.1
17.4
17.6
2,491.9
(327.0)
2,220.0
(4.4)
4,397.9
12.2
4,410.1
13,547.3 $
2,245.0
(169.1)
(390.9)
20.3
1,722.9
511.2
2,234.1
11,639.7
PBF ENERGY COMPANY LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions)
Revenues
Cost and expenses:
Cost of products and other
Operating expenses (excluding depreciation and amortization
expense as reflected below)
Depreciation and amortization expense
Cost of sales
General and administrative expenses (excluding depreciation
and amortization expense as reflected below)
Depreciation and amortization expense
Change in fair value of contingent consideration, net
Impairment expense
Loss (gain) on sale of assets
Total cost and expenses
Income (loss) from operations
Other income (expense):
Interest expense, net
Change in fair value of catalyst obligations
(Loss) gain on extinguishment of debt
Other non-service components of net periodic benefit cost
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 Company
LLC
Year Ended December 31,
2022
2021
2020
$
46,830.3 $
27,253.4 $
15,115.9
39,049.1
23,826.8
14,275.6
2,599.0
503.6
42,151.7
2,085.9
453.5
26,366.2
466.6
7.5
48.3
—
0.9
245.2
13.3
32.4
—
(3.0)
42,675.0
4,155.3
26,654.1
599.3
(257.2)
(2.0)
(66.1)
8.8
3,838.8
4.6
3,834.2
68.1
(327.8)
8.5
79.9
7.8
367.7
(14.0)
381.7
82.1
1,918.3
551.7
16,745.6
247.7
11.3
(93.7)
98.8
(477.8)
16,531.9
(1,416.0)
(268.5)
(11.8)
(22.2)
4.3
(1,714.2)
6.1
(1,720.3)
76.2
$
3,766.1 $
299.6 $
(1,796.5)
See notes to consolidated financial statements.
F- 16
PBF ENERGY COMPANY LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
Year Ended December 31,
2021
2020
2022
Net income (loss)
$
3,834.2 $
381.7 $
(1,720.3)
Other comprehensive income (loss):
Unrealized loss on available for sale securities
Net (loss) gain on pension and other post-
retirement benefits
Total other comprehensive income (loss)
Comprehensive income (loss)
Less: comprehensive income attributable to
noncontrolling interests
(2.5)
(0.7)
(22.2)
(24.7)
3,809.5
68.1
27.1
26.4
408.1
82.1
(0.1)
3.7
3.6
(1,716.7)
76.2
Comprehensive income (loss) attributable to PBF
Energy Company LLC
$
3,741.4 $
326.0 $
(1,792.9)
See notes to consolidated financial statements.
F- 17
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PBF ENERGY COMPANY LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Cash flows from operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization
Impairment expense
Stock-based compensation
Change in fair value of catalyst obligations
Deferred income taxes
Non-cash change in inventory repurchase obligations
Non-cash lower of cost or market inventory adjustment
Change in fair value of contingent consideration, net
Loss (gain) on extinguishment of debt
Pension and other post-retirement benefit costs
Loss (gain) on sale of assets
Changes in operating assets and liabilities:
Accounts receivable
Inventories
Prepaid and other current assets
Accounts payable
Accrued expenses
Deferred revenue
Other assets and liabilities
Year Ended December 31,
2021
2020
2022
$ 3,834.2 $
381.7 $ (1,720.3)
533.9
—
54.3
2.0
(3.2)
(5.4)
—
48.3
66.1
47.6
0.9
(178.8)
(258.5)
(5.4)
(96.9)
876.2
(2.1)
0.6
483.8
—
35.6
(8.5)
(14.5)
(8.4)
(669.6)
32.4
(79.9)
50.8
(3.0)
(764.7)
(149.3)
(16.2)
480.7
810.6
(4.5)
(75.3)
481.7 $
581.1
98.8
34.2
11.8
7.3
(12.6)
268.0
(93.7)
22.2
55.7
(477.8)
321.0
392.2
(1.8)
(206.6)
124.9
27.1
(63.7)
(632.2)
Net cash provided by (used in) operating activities
$ 4,913.8 $
Cash flows from investing activities:
Expenditures for property, plant and equipment
Expenditures for deferred turnaround costs
Expenditures for other assets
Acquisition of Martinez refinery
Proceeds from sale of assets
Net cash used in investing activities
(633.3)
(311.6)
(66.0)
—
—
$ (1,010.9) $
(249.1)
(117.7)
(28.9)
—
7.2
(196.2)
(188.1)
(9.1)
(1,176.2)
543.1
(388.5) $ (1,026.5)
See notes to consolidated financial statements.
F- 19
PBF ENERGY COMPANY LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(in millions)
Cash flows from financing activities:
PBFX Merger Transaction payment
Distributions to PBF Energy Company LLC members
Distributions to PBFX Public Unitholders
Distribution to T&M and Collins shareholders
Proceeds from 2025 9.25% Senior Secured Notes
Proceeds from 2028 6.00% Senior Notes
Repurchase of 2028 6.00% Senior Notes
Repurchase of 2025 7.25% Senior Notes
Redemption of 2023 7.00% Senior Notes
Redemption of 2025 9.25% Senior Secured Notes
Proceeds from revolver borrowings
Repayments of revolver borrowings
Proceeds from PBFX revolver borrowings
Repayments of PBFX revolver borrowings
Repayments of PBF Rail Term Loan
Affiliate note payable with PBF Energy Inc.
Settlement of precious metal catalyst obligations
Proceeds from catalyst financing arrangements
Payments on financing leases
Transactions in connection with stock-based compensation plans, net
Payments of contingent consideration
Purchases of treasury stock
Proceeds from insurance premium financing
Deferred financing costs and other
Net cash (used in) provided by financing activities
Net change in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental cash flow disclosures
Non-cash activities:
Accrued and unpaid capital expenditures
Year Ended December 31,
2021
2020
2022
$
(303.7) $
(1,155.2)
(40.3)
—
—
—
(21.1)
(4.8)
—
(1,307.4)
400.0
(1,300.0)
—
(100.0)
—
1,070.5
(56.2)
—
(11.3)
(22.7)
(3.1)
(156.4)
2.1
(31.3)
(3,040.9) $
— $
—
(39.0)
(0.7)
—
—
(109.3)
(37.5)
—
—
—
—
—
(100.0)
(7.4)
(1.1)
(31.7)
—
(17.8)
(2.9)
(12.2)
—
—
(1.1)
(360.7) $
—
(36.3)
(45.9)
—
1,250.6
1,000.0
—
—
(517.5)
—
1,450.0
(550.0)
100.0
(183.0)
(7.2)
(0.1)
(8.8)
51.9
(12.4)
(2.1)
—
(1.6)
—
(35.3)
2,452.3
$
$
862.0
1,339.8
2,201.8 $
(267.5)
1,607.3
1,339.8 $
793.6
813.7
1,607.3
$
166.1 $
104.0 $
32.1
Assets acquired or remeasured under operating and financing
leases
Fair value of the Martinez Contingent Consideration at acquisition
54.7
—
(106.6)
—
702.0
77.3
Cash paid during year for:
Interest, net of capitalized interest of $25.0, $9.1 and $12.6 in
2022, 2021 and 2020, respectively
Income taxes
$
249.7 $
6.2
307.0 $
2.1
206.9
1.0
See notes to consolidated financial statements.
F- 20
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
Description of the Business
PBF Energy Inc. (“PBF Energy”) is the sole managing member of PBF Energy Company LLC (“PBF LLC”),
with a controlling interest in PBF LLC and its subsidiaries. PBF Energy consolidates the financial results of
PBF LLC and its subsidiaries and records a noncontrolling interest in its Consolidated Financial Statements
representing the economic interests of PBF LLC’s members other than PBF Energy (refer to “Note 15 -
Noncontrolling Interests”).
PBF Energy holds a 99.3% economic interest in PBF LLC as of December 31, 2022 through its ownership of
PBF LLC Series C Units, which are held solely by PBF Energy. Holders of PBF LLC Series A Units, which are
held by parties other than PBF Energy (“the members of PBF LLC other than PBF Energy”), hold the remaining
0.7% economic interest in PBF LLC. In addition, the amended and restated limited liability company agreement
of PBF LLC provides that any PBF LLC Series A Units acquired by PBF Energy will automatically be
reclassified as PBF LLC Series C Units in connection with such acquisition. PBF LLC, together with its
consolidated subsidiaries, owns and operates oil refineries and related facilities in North America.
Collectively, PBF Energy and its consolidated subsidiaries, are referred to hereinafter as the “Company” unless
the context otherwise requires. Discussions or areas of the Notes to Consolidated Financial Statements that
either apply only to PBF Energy or PBF LLC are clearly noted.
Substantially all of the Company’s operations are in the United States. The Company operates in two reportable
segments: Refining and Logistics. The Company’s oil refineries are all engaged in the refining of crude oil and
other feedstocks into petroleum products and represent the Refining segment. PBF Logistics LP (“PBFX”)
operates logistics assets such as crude oil and refined products terminals, pipelines and storage facilities. The
Logistics segment consists solely of PBFX’s operations.
Merger Transaction
On July 27, 2022, PBF Energy, PBF LLC, PBFX Holdings Inc., a Delaware corporation and wholly-owned
subsidiary of PBF LLC (“PBFX Holdings”), Riverlands Merger Sub LLC, a Delaware limited liability company
and wholly owned subsidiary of PBF LLC, PBFX, and PBF Logistics GP LLC (“PBFX GP”) entered into a
definitive agreement (the “Merger Agreement”) pursuant to which PBF Energy and PBF LLC announced their
intention to acquire all of the publicly held common units in PBFX representing limited partner interests in the
MLP not already owned by certain wholly-owned subsidiaries of PBF Energy and its affiliates on the closing
date of the transaction (the “Merger Transaction”). The Merger Transaction closed on November 30, 2022 and
PBFX became an indirect wholly-owned subsidiary of PBF Energy and PBF LLC.
At the effective time of the closing of the Merger Transaction, pursuant to the terms of the Merger Agreement,
each PBFX Public Common Unit was converted into the right to receive: (i) 0.27 of a share of Class A Common
Stock, par value $0.001 per share, of PBF Energy, (ii) $9.25 in cash, without interest, and (iii) any cash in lieu
of fractional shares of PBF Energy Common Stock to which the holder thereof became entitled upon surrender
of such PBFX Public Common Units in accordance with the Merger Agreement. Such Merger Agreement
consideration totaled $303.7 million in cash and resulted in the issuance of 8,864,684 PBF Energy common
shares. The PBFX Common Units owned by PBF LLC and PBFX Holdings and the non-economic general
partner interest remain outstanding and were unaffected by the Merger Transaction. There was no change in
ownership of the non-economic general partner interest.
F- 21
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Merger Transaction was accounted for in accordance with Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation. Because the Company controlled
PBFX both before and after the Merger Transaction, the changes in the Company’s ownership interest in PBFX
resulting from the Merger Transaction was accounted for as an equity transaction, and no gain or loss was
recognized in the Company’s Consolidated Statements of Operations. In addition, the tax effects of the Merger
Transaction were recorded as adjustments to other assets, deferred income taxes and additional paid-in capital
consistent with ASC 740, Income Taxes (“ASC 740”).
F- 22
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
Cost Classifications
Cost of products and other consists of the cost of crude oil, other feedstocks, blendstocks and purchased refined
products and the related in-bound freight and transportation costs.
Operating expenses (excluding depreciation and amortization) consists of direct costs of labor, maintenance and
services, utilities, property taxes, environmental compliance costs and other direct operating costs incurred in
connection with our refining operations. Such expenses exclude depreciation related to refining and logistics
assets that are integral to the refinery production process, which is presented separately as Depreciation and
amortization expense as a component of Cost of sales on the Company’s Consolidated Statements of
Operations.
Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the
United States (“GAAP”) requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses and the related disclosures. Actual results could differ from
those estimates.
Impairment Assessment of Long-Lived Assets and Definite-Lived Intangibles
The Company evaluates long-lived assets for impairment on a continual basis and reassesses the reasonableness
of their related useful lives whenever events or changes in circumstances warrant assessment. Possible
triggering events may include, among other things, significant adverse changes in the business climate, market
conditions, environmental regulations or a determination that it is more likely than not that an asset or an asset
group will be sold or retired before its estimated useful life. These possible triggering events of impairment may
impact the Company’s assumptions related to future throughput levels, future operating revenues, expenses and
gross margin, levels of anticipated capital expenditures and remaining useful life. Long-lived assets are tested
for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset
may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the
undiscounted cash flows expected to result from its use, early retirement or disposition. Cash flows for long-
lived assets/asset groups are determined at the lowest level for which identifiable cash flows exist. The cash
flows from the refinery asset groups are evaluated individually regardless of product mix or fuel type produced.
If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying
amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated
net cash flows or other appropriate methods. The Company’s assumptions incorporate inherent uncertainties
that are at times difficult to predict and could result in impairment charges or accelerated depreciation in future
periods if actual results materially differ from the estimated assumptions used.
F- 23
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Business Combinations
We use the acquisition method of accounting for the recognition of assets acquired and liabilities assumed in
business combinations at their estimated fair values as of the date of acquisition. Any excess consideration
transferred over the estimated fair values of the identifiable net assets acquired is recorded as goodwill.
Significant judgment is required in estimating the fair value of assets acquired. As a result, in the case of
significant acquisitions, we obtain the assistance of third-party valuation specialists in estimating fair values of
tangible and intangible assets based on available historical information and on expectations and assumptions
about the future, considering the perspective of marketplace participants. While management believes those
expectations and assumptions are reasonable, they are inherently uncertain. Unanticipated market or
macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the
estimates and assumptions.
Certain of the Company’s acquisitions may include earn-out provisions or other forms of contingent
consideration. As of the acquisition date, the Company records contingent consideration, as applicable, at the
estimated fair value of expected future payments associated with the earn-out. Any changes to the recorded fair
value of contingent consideration, subsequent to the measurement period, will be recognized as earnings in the
period in which it occurs.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash
equivalents. The carrying amount of the cash equivalents approximates fair value due to the short-term maturity
of those instruments.
Concentrations of Credit Risk
For the years ended December 31, 2022 and December 31, 2021, only one customer, Shell plc (“Shell”),
accounted for 10% or more of the Company’s revenues (approximately 14% and 15%, respectively).
As of December 31, 2022 and December 31, 2021, only one customer, Shell, accounted for 10% or more of the
Company’s total trade accounts receivable (approximately 19% and 26%, respectively).
Revenue Recognition
The Company sells various refined products primarily through its refinery subsidiaries and recognizes revenue
related to the sale of products when control of the promised goods or services is transferred to the customers, in
an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or
services. Refer to “Note 18 - Revenues” for further discussion of the Company’s revenue recognition policy.
Accounts Receivable
Accounts receivable are carried at invoiced amounts. An allowance for doubtful accounts is established, if
required, to report such amounts at their estimated net realizable value. In estimating probable losses,
management reviews accounts that are past due and determines if there are any known disputes.
Excise taxes on sales of refined products that are collected from customers and remitted to various
governmental agencies are reported on a net basis.
Inventory
Inventories are carried at the lower of cost or market. The cost of crude oil, feedstocks, blendstocks and refined
products are determined under the last-in first-out (“LIFO”) method using the dollar value LIFO method with
increments valued based on average purchase prices during the year. The cost of supplies and other inventories
is determined principally on the weighted average cost method.
F- 24
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
RINs
The Company is subject to obligations to purchase Renewable Identification Numbers (“RINs”) required to
comply with the renewable fuel standard implemented by Environmental Protection Agency (“EPA”), which
sets annual quotas for the quantity of renewable fuels (such as ethanol) that must be blended into motor fuels
consumed in the United States (the “RFS”). The Company’s overall RINs obligation is based on a percentage of
domestic shipments of on-road fuels as established by EPA. To the degree the Company is unable to blend the
required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid
penalties and fines. The Company records its RINs obligation on a net basis in Accrued expenses when its RINs
liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid and other
current assets when the amount of RINs earned and purchased is greater than the RINs liability.
Leases
The Company leases office space, office equipment, refinery facilities and equipment, railcars and other
logistics assets primarily under non-cancelable operating leases, with terms typically ranging from one to
twenty years, subject to certain renewal options as applicable. The Company considers those renewal or
termination options that are reasonably certain to be exercised in the determination of the lease term and initial
measurement of lease liabilities and right-of-use assets. Lease expense for operating lease payments is
recognized on a straight-line basis over the lease term. Interest expense for finance leases is incurred based on
the carrying value of the lease liability. Leases with an initial term of 12 months or less are not recorded on the
Company’s Consolidated Balance Sheets.
The Company determines whether a contract is or contains a lease at inception of the contract and whether that
lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate
implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not
provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an
estimate of its incremental borrowing rate.
For substantially all classes of underlying assets, the Company has elected the practical expedient not to
separate lease and non-lease components, which allows for combining the components if certain criteria are
met. For certain leases of refinery support facilities, the Company accounts for the non-lease service component
separately.
Property, Plant and Equipment
Property, plant and equipment additions are recorded at cost. The Company capitalizes costs associated with the
preliminary, pre-acquisition and development/construction stages of a major construction project. The Company
capitalizes the interest cost associated with major construction projects based on the effective interest rate of
total borrowings. The Company also capitalizes costs incurred in the acquisition and development of software
for internal use, including the costs of software, materials, consultants and payroll-related costs for employees
incurred in the application development stage.
Depreciation is computed using the straight-line method over the following estimated useful lives:
Process units and equipment
Pipeline and equipment
Buildings
Computers, furniture and fixtures
Leasehold improvements
Railcars
F- 25
5-25 years
5-25 years
25 years
3-7 years
20 years
50 years
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments,
which extend the lives of the assets, are capitalized.
Deferred Charges and Other Assets, Net
Deferred charges and other assets include refinery turnaround costs, catalyst, precious metal catalysts, linefill,
deferred financing costs and intangible assets. Refinery turnaround costs, which are incurred in connection with
planned major maintenance activities, are capitalized when incurred and amortized on a straight-line basis over
the period of time estimated to lapse until the next turnaround occurs. The amortization period generally ranges
from 3 to 6 years; however, based upon the specific facts and circumstances, different periods of deferral occur.
Precious metal catalysts, linefill and certain other intangibles are considered indefinite-lived assets as they are
not expected to deteriorate in their prescribed functions. Such assets are assessed for impairment in connection
with the Company’s review of its long-lived assets.
Deferred financing costs are capitalized when incurred and amortized over the life of the loan (generally 1 to 8
years).
Intangible assets with finite lives primarily consist of emission credits, permits and customer relationships and
are amortized over their estimated useful lives (generally 1 to 10 years).
Asset Retirement Obligations
The Company records an asset retirement obligation at fair value for the estimated cost to retire a tangible long-
lived asset at the time the Company incurs that liability, which is generally when the asset is purchased,
constructed, or leased. The Company records the liability when it has a legal or contractual obligation to incur
costs to retire the asset and when a reasonable estimate of the fair value of the liability can be made. If a
reasonable estimate cannot be made at the time the liability is incurred, the Company will record the liability
when sufficient information is available to estimate the liability’s fair value. Certain of the Company’s asset
retirement obligations are based on its legal obligation to perform remedial activity at its refinery sites when it
permanently ceases operations of the long-lived assets. The Company therefore considers the settlement date of
these obligations to be indeterminable. Accordingly, the Company cannot calculate an associated asset
retirement liability for these obligations at this time. The Company will measure and recognize the fair value of
these asset retirement obligations when the settlement date is determinable.
Environmental Matters
Liabilities for future remediation costs are recorded when environmental assessments and/or remedial efforts are
probable and the costs can be reasonably estimated. Other than for assessments, the timing and magnitude of
these accruals generally are based on the completion of investigations or other studies or a commitment to a
formal plan of action. Environmental liabilities are based on best estimates of probable future costs using
currently available technology and applying current regulations, as well as the Company’s own internal
environmental policies. The measurement of environmental remediation liabilities may be discounted to reflect
the time value of money if the aggregate amount and timing of cash payments of the liabilities are fixed or
reliably determinable. The actual settlement of the Company’s liability for environmental matters could
materially differ from its estimates due to a number of uncertainties such as the extent of contamination,
changes in environmental laws and regulations, potential improvements in remediation technologies and the
participation of other responsible parties.
Stock-Based Compensation
Stock-based compensation includes the accounting effect of options to purchase PBF Energy Class A common
stock granted by the Company to certain employees, Series A warrants issued or granted by PBF LLC to
employees in connection with their acquisition of PBF LLC Series A units, options to acquire Series A units of
PBF LLC granted by PBF LLC to certain employees, Series B units of PBF LLC that were granted to certain
F- 26
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
members of management and restricted PBF LLC Series A Units and restricted PBF Energy Class A common
stock granted to certain directors and officers. The estimated fair value of the options to purchase PBF Energy
Class A common stock and the PBF LLC Series A warrants and options is based on the Black-Scholes option
pricing model and the fair value of the PBF LLC Series B units is estimated based on a Monte Carlo simulation
model. The estimated fair value is amortized as stock-based compensation expense on a straight-line method
over the vesting period and included in General and administrative expense with forfeitures recognized in the
period they occur.
PBF Energy grants performance share unit awards and performance unit awards to certain key employees.
Performance awards granted to employees prior to November 1, 2020 are based on a three-year performance
cycle with four measurement periods and performance awards granted to employees after November 1, 2020 are
based on a three-year performance cycle having a single measurement period. The payout for each, which
ranges from zero to 200%, is based on the relative ranking of the total shareholder return (“TSR”) of PBF
Energy’s common stock as compared to the TSR of a selected group of industry peer companies over an
average of four measurement periods. The performance share unit awards and performance unit awards are each
measured at fair value based on Monte Carlo simulation models. The performance share unit awards will be
settled in PBF Energy Class A common stock and are accounted for as equity awards and the performance unit
awards will be settled in cash and are accounted for as liability awards.
Income Taxes
As a result of the PBF Energy’s acquisition of PBF LLC Series A Units or exchanges of PBF LLC Series A
Units for PBF Energy Class A common stock, PBF Energy expects to benefit from amortization and other tax
deductions reflecting the step up in tax basis in the acquired assets. Those deductions will be allocated to PBF
Energy and will be taken into account in reporting PBF Energy’s taxable income. As a result of a federal
income tax election made by PBF LLC, applicable to a portion of PBF Energy’s acquisition of PBF LLC Series
A Units, the income tax basis of the assets of PBF LLC, underlying a portion of the units PBF Energy acquired,
has been adjusted based upon the amount that PBF Energy paid for that portion of its PBF LLC Series A Units.
PBF Energy entered into a tax receivable agreement with the PBF LLC Series A and PBF LLC Series B
unitholders (the “Tax Receivable Agreement”), which provides for the payment by PBF Energy equal to 85% of
the amount of the benefits, if any, that PBF Energy is deemed to realize as a result of (i) increases in tax basis
and (ii) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits
attributable to payments under the Tax Receivable Agreement. As a result of these transactions, PBF Energy’s
tax basis in its share of PBF LLC’s assets will be higher than the book basis of these same assets. This resulted
in a deferred tax asset of $191.4 million as of December 31, 2022.
Deferred taxes are calculated using a liability method, whereby deferred tax assets are recognized for deductible
temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary
differences represent the differences between reported amounts of assets and liabilities and their tax bases.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely
than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities
are adjusted for the effect of changes in tax laws and rates on the date of enactment. PBF Energy recognizes tax
benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its
technical merits. Interest and penalties on uncertain tax positions are included as a component of the provision
for income taxes on the Consolidated Statements of Operations. The Company assesses the available positive
and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of
existing deferred tax assets. On the basis of this evaluation, a valuation allowance is recorded to recognize only
the portion of deferred tax assets that are more likely than not to be realized. The amount of the deferred tax
assets considered realizable, however, could be adjusted if estimates of future taxable income during the
carryover period are reduced or increased or if objective negative evidence in the form of cumulative losses is
no longer present and additional weight is given to subjective evidence such as PBF Energy’s projections for
future taxable income.
F- 27
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Federal tax returns for all years since 2019 and state tax returns for all years since 2018 (see “Note 19 -
Income Taxes”) are subject to examination by the respective tax authorities.
Net Income Per Share
Net income per share is calculated by dividing the net income available to PBF Energy Class A common
stockholders by the weighted average number of shares of PBF Energy Class A common stock outstanding
during the period. Diluted net income per share is calculated by dividing the net income available to PBF
Energy Class A common stockholders, adjusted for the net income attributable to the noncontrolling interest
and the assumed income tax expense thereon, by the weighted average number of PBF Energy Class A common
shares outstanding during the period adjusted to include the assumed exchange of all PBF LLC Series A units
outstanding for PBF Energy Class A common stock, if applicable under the if converted method, and the
potentially dilutive effect of outstanding options to purchase shares of PBF Energy Class A common stock,
performance share awards and options and warrants to purchase PBF LLC Series A Units, subject to forfeiture
utilizing the treasury stock method.
Pension and Other Post-Retirement Benefits
The Company recognizes an asset for the overfunded status or a liability for the underfunded status of its
pension and post-retirement benefit plans. The funded status is recorded within Other long-term liabilities or
Other non-current assets. Changes in the plans’ funded status are recognized in other comprehensive income in
the period the change occurs.
Fair Value Measurement
A fair value hierarchy (Level 1, Level 2, or Level 3) is used to categorize fair value amounts based on the
quality of inputs used to measure fair value. Accordingly, fair values derived from Level 1 inputs utilize quoted
prices in active markets for identical assets or liabilities. Fair values derived from Level 2 inputs are based on
quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are
either directly or indirectly observable for the asset or liability. Level 3 inputs are unobservable inputs for the
asset or liability, and include situations where there is little, if any, market activity for the asset or liability.
The Company uses appropriate valuation techniques based on the available inputs to measure the fair values of
its applicable assets and liabilities. When available, the Company measures fair value using Level 1 inputs
because they generally provide the most reliable evidence of fair value. In some valuations, the inputs may fall
into different levels in the hierarchy. In these cases, the asset or liability level within the fair value hierarchy is
based on the lowest level of input that is significant to the fair value measurements.
Financial Instruments
The estimated fair value of financial instruments has been determined based on the Company’s assessment of
available market information and appropriate valuation methodologies. The Company’s non-derivative financial
instruments that are included in current assets and current liabilities are recorded at cost in the Consolidated
Balance Sheets. The estimated fair value of these financial instruments approximates their carrying value due to
their short-term nature. Derivative instruments are recorded at fair value in the Consolidated Balance Sheets.
The Company’s commodity contracts are measured and recorded at fair value using Level 1 inputs based on
quoted prices in an active market, Level 2 inputs based on quoted market prices for similar instruments, or
Level 3 inputs based on third-party sources and other available market based data. The Company’s catalyst
obligations and derivatives related to the Company’s crude oil and feedstocks and refined product purchase
obligations are measured and recorded at fair value using Level 2 inputs on a recurring basis, based on
observable market prices for similar instruments.
F- 28
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Derivative Instruments
The Company is exposed to market risk, primarily related to changes in commodity prices for the crude oil and
feedstocks used in the refining process as well as the prices of the refined products sold and the risk associated
with the price of credits needed to comply with various governmental and regulatory environmental compliance
programs. The accounting treatment for commodity and environmental compliance contracts depends on the
intended use of the particular contract and on whether or not the contract meets the definition of a derivative.
All derivative instruments, not designated as normal purchases or sales, are recorded in the Consolidated
Balance Sheets as either assets or liabilities measured at their fair values. Changes in the fair value of derivative
instruments that either are not designated or do not qualify for hedge accounting treatment or normal purchase
or normal sale accounting are recognized in earnings. Contracts qualifying for the normal purchase and sales
exemption are accounted for upon settlement. Cash flows related to derivative instruments that are not
designated or do not qualify for hedge accounting treatment are included in operating activities.
The Company designates certain derivative instruments as fair value hedges of a particular risk associated with
a recognized asset or liability. At the inception of the hedge designation, the Company documents the
relationship between the hedging instrument and the hedged item, as well as its risk management objective and
strategy for undertaking various hedge transactions. Derivative gains and losses related to these fair value
hedges, including hedge ineffectiveness, are recorded in cost of sales along with the change in fair value of the
hedged asset or liability attributable to the hedged risk. Cash flows related to derivative instruments that are
designated as fair value hedges are included in operating activities.
Economic hedges are hedges not designated as fair value or cash flow hedges for accounting purposes that are
used to (i) manage price volatility in certain refinery feedstock and refined product inventories, and (ii) manage
price volatility in certain forecasted refinery feedstock purchases and refined product sales. These instruments
are recorded at fair value and changes in the fair value of the derivative instruments are recognized currently in
cost of sales.
Derivative accounting is complex and requires management judgment in the following respects: identification
of derivatives and embedded derivatives, determination of the fair value of derivatives, documentation of hedge
relationships, assessment and measurement of hedge ineffectiveness and election and designation of the normal
purchases and sales exemption. All of these judgments, depending upon their timing and effect, can have a
significant impact on the Company’s earnings.
Recently Issued Accounting Pronouncements
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update
(“ASU”) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the effects of reference rate reform on
financial reporting”. The amendments in this ASU provide optional guidance to alleviate the burden in
accounting for reference rate reform, by allowing certain expedients and exceptions in applying GAAP to
contracts, hedging relationship and other transactions affected by the expected market transition from London
Interbank Offered Rate (“LIBOR”) and other interbank rates. The Company’s adoption of this guidance did not
have, and is not anticipated to have, a material impact on its Consolidated Financial Statements and related
disclosures.
F- 29
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. CURRENT EXPECTED CREDIT LOSSES
Credit Losses
The Company has exposure to credit losses primarily through its sales of refined products. The Company
evaluates creditworthiness on an individual customer basis. The Company utilizes a financial review model for
purposes of evaluating creditworthiness which is based on information from financial statements and credit
reports. The financial review model enables the Company to assess the customer’s risk profile and determine
credit limits on the basis of their financial strength, including but not limited to, their liquidity, leverage, debt
serviceability, longevity and how they pay their bills. The Company may require security in the form of letters
of credit or cash payments in advance of product delivery for certain customers that are deemed higher risk.
The Company’s payment terms on its trade receivables are relatively short, generally 30 days or less for a
substantial majority of its refined products. As a result, the Company’s collection risk is mitigated to a certain
extent by the fact that sales are collected in a relatively short period of time, allowing for the ability to reduce
exposure on defaults if collection issues are identified. Notwithstanding, the Company reviews each customer’s
credit risk profile at least annually or more frequently if warranted.
The Company performs a quarterly allowance for doubtful accounts analysis to assess whether an allowance
needs to be recorded for any outstanding trade receivables. In estimating credit losses, management reviews
accounts that are past due, have known disputes or have experienced any negative credit events that may result
in future collectability issues. There was no allowance for doubtful accounts recorded as of December 31, 2022
or December 31, 2021.
F- 30
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. INVENTORIES
Inventories consisted of the following:
(in millions)
Crude oil and feedstocks
Refined products and blendstocks
Warehouse stock and other
Lower of cost or market adjustment
Total inventories
(in millions)
Crude oil and feedstocks
Refined products and blendstocks
Warehouse stock and other
Lower of cost or market adjustment
Total inventories
December 31, 2022
Titled
Inventory
Inventory
Intermediation
Agreement
Total
$
$
$
1,195.2 $
140.9 $
1,244.7
141.9
40.9
—
2,581.8 $
181.8 $
—
—
1,336.1
1,285.6
141.9
2,763.6
—
2,581.8 $
181.8 $
2,763.6
December 31, 2021
Titled
Inventory
Inventory
Intermediation
Agreement
Total
$
$
$
953.5 $
151.4 $
964.6
141.8
293.8
—
2,059.9 $
445.2 $
—
—
1,104.9
1,258.4
141.8
2,505.1
—
2,059.9 $
445.2 $
2,505.1
On October 25, 2021, PBF Holding and its subsidiaries, Delaware City Refining Company LLC, Paulsboro
Refining Company LLC and Chalmette Refining, L.L.C. (“Chalmette Refining”) (collectively, the “PBF
Entities”), entered into a third amended and restated inventory intermediation agreement (the “Third Inventory
Intermediation Agreement”) with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. (“J.
Aron”), pursuant to which the terms of the existing inventory intermediation agreements were amended and
restated in their entirety, including, among other things, pricing and an extension of terms. The Third Inventory
Intermediation Agreement extends the term to December 31, 2024, which term may be further extended by
mutual consent of the parties to December 31, 2025. On May 25, 2022, the PBF Entities entered into an
amendment of the Third Inventory Intermediation Agreement to amend certain provisions thereof that related to
and were impacted by amendments made on May 25, 2022 to the Revolving Credit Agreement, as defined in
“Note 8 - Credit Facilities and Debt”.
Pursuant to the Third Inventory Intermediation Agreement, J. Aron will continue to purchase and hold title to
certain inventory, including crude oil, intermediate and certain finished products (the “J. Aron Products”)
purchased or produced by the Paulsboro and Delaware City refineries (and, at the election of the PBF Entities,
the Chalmette refinery) (the "Refineries") and delivered into storage tanks at the Refineries (the "Storage
Tanks"). The J. Aron Products are sold back to the Company as the J. Aron Products are discharged out of the
Storage Tanks. These purchases and sales are settled daily, and pricing is trued-up monthly at the market prices
related to those J. Aron Products. These transactions are considered to be made in contemplation of each other
and, accordingly, do not result in the recognition of a sale when title passes from the Refineries to J. Aron.
Additionally, J. Aron has the right to store the J. Aron Products purchased in Storage Tanks under the Third
Inventory Intermediation Agreement and will retain these storage rights for the term of the agreement. PBF
Holding continues to market and sell the J. Aron Products independently to third parties.
F- 31
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2022 and December 31, 2021, the replacement value of inventories exceeded the LIFO
carrying value. There was no lower of cost or market (“LCM”) inventory reserve at December 31, 2022. During
the year ended December 31, 2021, the Company recorded an adjustment to value its inventories to the lower of
cost or market which increased income from operations by $669.6 million, reflecting no LCM inventory reserve
at December 31, 2021 compared to an LCM inventory reserve of $669.6 million at December 31, 2020.
An actual valuation of inventories valued under the LIFO method is made at the end of each year based on
inventory levels and costs at that time. The Company recorded a pre-tax charge related to a LIFO layer
decrement of $83.0 million in the Refining segment during the year ended December 31, 2020. There were no
significant decrements recorded during the years ended December 31, 2022 or December 31, 2021. The
majority of the decrement recorded in 2020 related to the Company’s East Coast LIFO inventory layer and the
reduction in the Company’s East Coast inventory experienced as part of the East Coast Refining
Reconfiguration (as defined in “Note 5 - Property, Plant and Equipment, net”) and our decision to operate our
two refineries on the east coast as one functional unit.
F- 32
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consisted of the following:
(in millions)
Land
Processing units, pipelines and equipment
Buildings and leasehold improvements
Computers, furniture and fixtures
Construction in progress
Less—Accumulated depreciation
Total property, plant and equipment, net
December 31,
2022
December 31,
2021
$
$
533.6 $
5,352.8
128.7
184.4
830.8
7,030.3
(1,669.3)
5,361.0 $
533.6
5,166.1
128.1
176.8
331.1
6,335.7
(1,433.5)
4,902.2
Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $236.5 million, $229.6
million and $223.0 million, respectively. The Company capitalized $25.0 million and $9.1 million in interest
during 2022 and 2021, respectively, in connection with construction in progress.
East Coast Refining Reconfiguration
On December 31, 2020, the Company reconfigured the Delaware City and Paulsboro refineries (the “East Coast
Refining Reconfiguration”) temporarily idling certain of its major processing units at the Paulsboro refinery, in
order to operate the two refineries as one functional unit referred to as the “East Coast Refining System”. The
reconfiguration process resulted in lower overall throughput and inventory levels in addition to decreases in
capital and operating costs. The Company abandoned certain projects related to assets under construction
related to these idled assets, resulting in an impairment charge of approximately $11.9 million and a
corresponding decrease to its construction in progress account in 2020.
Capital Project Abandonments
During 2020, in connection with the Company’s strategic response plan to deal with the COVID-19 pandemic
and its East Coast Refining Reconfiguration, it assessed its refinery wide slate of capital projects that were
either in process or not yet placed into service as of December 31, 2020. Based on this assessment and the
Company’s strategic plan to reduce capital expenditures, it decided to abandon various capital projects across
the refinery system, resulting in an impairment charge of approximately $79.9 million in 2020.
Sale of Hydrogen Plants
On April 17, 2020, the Company closed on the sale of five hydrogen plants to Air Products and Chemicals, Inc.
(“Air Products”) in a sale-leaseback transaction for gross cash proceeds of $530.0 million and recognized a gain
of $471.1 million. In connection with the sale, the Company entered into a transition services agreement which
was followed by the execution of long-term supply agreements in August 2020. Refer to “Note 13 - Leases” for
further information.
Torrance Land Sales
On December 30, 2020, the Company closed on a third-party sale of parcels of real property acquired as part of
the Torrance refinery, but not part of the refinery itself. The sale resulted in a gain of approximately
$8.1 million in 2020 included within Gain on sale of assets in the Consolidated Statements of Operations.
F- 33
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. DEFERRED CHARGES AND OTHER ASSETS, NET
Deferred charges and other assets, net consisted of the following:
(in millions)
Deferred turnaround costs, net
Catalyst, net (a)
Environmental credits
Linefill
Pension plan assets
Other
December 31,
2022
December 31,
2021
$
619.5 $
199.7
41.4
27.4
18.6
56.1
537.0
166.8
41.3
27.4
20.7
29.7
822.9
Total deferred charges and other assets, net
$
962.7 $
(a) Catalyst, net includes $117.0 million and $113.0 million of indefinite-lived precious metal catalysts (both
owned or financed as part of existing catalyst financing arrangements) as of December 31, 2022 and
December 31, 2021, respectively.
The Company recorded amortization expense related to deferred turnaround costs, catalyst and intangible assets
of $262.0 million, $221.1 million and $325.9 million for the years ended December 31, 2022, 2021 and 2020,
respectively. Included in the year 2020 amortization expense is approximately $56.2 million of accelerated
unamortized deferred turnaround costs associated with assets that were idled as part of the East Coast Refining
Reconfiguration.
Intangible assets - net, included in “Other” above, primarily consists of customer relationships, permits and
emission credits. Our net balance as of December 31, 2022 and December 31, 2021 is shown below:
(in millions)
Intangible assets - gross
Accumulated amortization
Intangible assets - net
December 31,
2022
December 31,
2021
$
$
25.5 $
(16.4)
9.1 $
25.5
(15.9)
9.6
F- 34
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. ACCRUED EXPENSES
Accrued expenses consisted of the following:
PBF Energy (in millions)
Inventory-related accruals
Renewable energy credit and emissions obligations (a)
Accrued salaries and benefits
Accrued transportation costs
Excise and sales tax payable
Accrued utilities
Inventory intermediation agreement (b)
Accrued capital expenditures
Contingent consideration
Accrued refinery maintenance and support costs
Accrued interest
Accrued income tax payable
Environmental liabilities
Current finance lease liabilities
Other
Total accrued expenses
PBF LLC (in millions)
Inventory-related accruals
Renewable energy credit and emissions obligations (a)
Accrued salaries and benefits
Accrued transportation costs
Excise and sales tax payable
Accrued utilities
Inventory intermediation agreement (b)
Accrued capital expenditures
Accrued interest
Contingent consideration
Accrued refinery maintenance and support costs
Environmental liabilities
Current finance lease liabilities
Accrued income tax payable
Other
Total accrued expenses
F- 35
December 31,
2022
December 31,
2021
$
1,417.4 $
1,361.1
173.1
127.3
123.6
105.4
98.3
86.3
81.6
48.1
24.9
16.5
14.9
11.7
30.6
959.9
953.9
59.5
91.0
112.7
73.0
280.1
62.8
2.9
55.8
37.7
—
14.9
11.1
25.1
$
$
3,720.8 $
2,740.4
December 31,
2022
December 31,
2021
1,417.4 $
1,361.1
173.1
127.3
123.6
105.4
98.3
86.3
84.2
81.6
48.1
14.9
11.7
5.2
30.1
959.9
953.9
59.5
91.0
112.7
73.0
280.1
62.8
86.0
2.9
55.8
14.9
11.1
—
29.0
$
3,768.3 $
2,792.6
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(a) The Company is subject to obligations to purchase RINs required to comply with the RFS. The Company’s
overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by EPA.
To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation,
RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs
obligation on a net basis in Accrued expenses when its RINs liability is greater than the amount of RINs earned
and purchased in a given period and in Prepaid and other current assets when the amount of RINs earned and
purchased is greater than the RINs liability. In addition, the Company is subject to obligations to comply with
federal and state legislative and regulatory measures, including regulations in the state of California pursuant to
Assembly Bill 32 (“AB 32”), to address environmental compliance and greenhouse gas and other emissions.
These requirements include incremental costs to operate and maintain our facilities as well as to implement and
manage new emission controls and programs. Renewable energy credit and emissions obligations fluctuate with
the volume of applicable product sales and timing of credit purchases. The Company enters into forward
purchase commitments in order to acquire its renewable energy and emissions credits at fixed prices. As of
December 31, 2022, the Company had entered into approximately $899.2 million of such forward purchase
commitments with respect to its total accrued renewable energy and emissions obligations. Our RIN obligations
will be settled in accordance with established regulatory deadlines. The Company’s AB 32 liability is part of a
triennial period program which will be settled through 2024.
(b) The Company has the obligation to repurchase the J. Aron Products that are held in its Storage Tanks in
accordance with the Third Inventory Intermediation Agreement. As of December 31, 2022 and December 31,
2021, a liability is recognized based on the repurchase obligation under the Third Inventory Intermediation
Agreement for the J. Aron owned inventory held in the Company’s Storage Tanks, with any change in the
market price being recorded in Cost of products and other.
8. CREDIT FACILITIES AND DEBT
Long-term debt outstanding consisted of the following:
(in millions)
2025 Senior Secured Notes
2028 Senior Notes
2025 Senior Notes
PBFX 2023 Senior Notes
Revolving Credit Facility
PBFX Revolving Credit Facility
Catalyst financing arrangements
Less—Current debt
Unamortized premium
Unamortized deferred financing costs
Long-term debt
December 31,
2022
December 31,
2021
$
$
— $
801.6
664.5
525.0
—
—
4.0
1,995.1
(524.2)
0.2
(36.2)
1,434.9 $
1,250.0
826.5
669.5
525.0
900.0
100.0
58.4
4,329.4
—
1.4
(35.0)
4,295.8
As of December 31, 2022, the Company is in compliance with all covenants, including financial covenants, in
all its debt agreements.
F- 36
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2025 Senior Secured Notes
On May 13, 2020, PBF Holding entered into an indenture among PBF Holding and PBF Holding’s wholly-
owned subsidiary, PBF Finance Corporation (together with PBF Holding, the “Issuers”), the guarantors named
therein (collectively the “Guarantors”), and Wilmington Trust, National Association, as Trustee, Paying Agent,
Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent, under which the Issuers issued
$1.0 billion in aggregate principal amount of 9.25% senior secured notes due 2025 (the “initial 2025 Senior
Secured Notes”). The Issuers received net proceeds of approximately $982.9 million from the offering after
deducting the initial purchasers’ discount and offering expenses.
On December 21, 2020 PBF Holding issued an additional $250.0 million in aggregate principal amount of tack
on 9.25% senior secured notes due 2025 (the “additional 2025 Senior Secured Notes”). The additional 2025
senior secured notes were issued at an offering price of 100.25% plus accrued and unpaid interest from and
including, November 15, 2020. The additional 2025 Senior Secured Notes were issued under the indenture
governing the initial 2025 Senior Secured Notes and, together with the additional 2025 Senior Secured Notes,
the (“2025 Senior Secured Notes”). The additional 2025 Senior Secured Notes were treated as a single series
with the initial 2025 Senior Secured Notes and had the same terms except that a portion of the additional 2025
Senior Secured Notes were issued initially under a new temporary CUSIP number to be used during the 40-day
distribution compliance period. The Issuers received net proceeds of approximately $245.7 million from the
offering after deducting the initial purchasers’ discount and offering expenses.
The 2025 Senior Secured Notes were guaranteed on a senior secured basis by substantially all of PBF Holding’s
subsidiaries. The 2025 Senior Secured Notes and guarantees were senior obligations and secured, subject to
certain exceptions and permitted liens, on a first-priority basis, by substantially all of PBF Holding's and the
guarantors’ present and future assets (other than assets securing the PBF Holding asset-based revolving credit
facility (the “Revolving Credit Facility”)), which may also constitute collateral securing certain hedging
obligations and any existing or future indebtedness that is permitted to be secured on a pari passu basis with the
2025 Senior Secured Notes. The 2025 Senior Secured Notes and guarantees were senior secured obligations and
rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future senior
indebtedness, including the Revolving Credit Facility, the 6.00% senior unsecured notes due 2028 (the “2028
Senior Notes”) and the 7.25% senior unsecured notes due 2025 (the “2025 Senior Notes”). The 2025 Senior
Secured Notes and guarantees ranked effectively senior to all of the Issuers’ and the Guarantors’ existing and
future indebtedness that is not secured by the collateral (including the Revolving Credit Facility, the 2028
Senior Notes and the 2025 Senior Notes), subject to permitted liens on such collateral and certain other
exceptions, and senior in right of payment to the Issuers’ and the Guarantors’ existing and future indebtedness
that is expressly subordinated in right of payment thereto. The 2025 Senior Secured Notes and the guarantees
were effectively subordinated to any of the Issuers’ and the Guarantors’ existing or future secured indebtedness
that is secured by liens on assets owned by the Company that do not constitute part of the collateral securing the
2025 Senior Secured Notes and the guarantees (including the assets securing the Revolving Credit Facility) to
the extent of the value of the collateral securing such indebtedness. The 2025 Senior Secured Notes and the
guarantees were structurally subordinated to any existing or future indebtedness and other obligations of the
Issuers’ non-guarantor subsidiaries. In addition, the 2025 Senior Secured Notes contained customary terms,
events of default and covenants for an issuer of non-investment grade debt securities. These covenants included
limitations on the incurrence of additional indebtedness, equity issuances, and payments. Many of these
covenants were to cease to apply or were to be modified if the 2025 Senior Secured Notes were rated
investment grade.
During 2022, the Company exercised its rights under the indenture governing the 2025 Senior Secured Notes to
redeem all of the outstanding 2025 Senior Secured Notes at a price of 104.625% of the aggregate principal
amount thereof plus accrued and unpaid interest. The aggregate redemption price for all 2025 Senior Secured
Notes approximated $1.3 billion plus accrued and unpaid interest. The difference between the carrying value of
the 2025 Senior Secured Notes on the date they were redeemed and the amount for which they were redeemed
F- 37
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
was $69.9 million and was recorded as a loss on extinguishment of debt in the Consolidated Statements of
Operations.
2028 Senior Notes
On January 24, 2020, PBF Holding entered into an indenture among the Issuers, the Guarantors, Wilmington
Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent,
Registrar, Transfer Agent and Authenticating Agent, under which the Issuers issued $1.0 billion in aggregate
principal amount of the 2028 Senior Notes. The Issuers received net proceeds of approximately $987.0 million
from the offering after deducting the initial purchasers’ discount and offering expenses. The Company primarily
used the net proceeds to fully redeem the 7.00% senior notes due 2023 (the “2023 Senior Notes”), including
accrued and unpaid interest, on February 14, 2020, and to fund a portion of the cash consideration for the
acquisition of the Martinez refinery and related logistics assets (the “Martinez Acquisition”). The difference
between the carrying value of the 2023 Senior Notes on the date they were reacquired and the amount for which
they were reacquired has been classified as loss on extinguishment of debt in the Consolidated Statements of
Operations.
The 2028 Senior Notes included a registration rights arrangement whereby the Issuer and the Guarantors agreed
to file with the U.S. Securities and Exchange Commission and use commercially reasonable efforts to
consummate an offer to exchange the 2028 Senior Notes for an issue of registered notes with terms substantially
identical to the notes not later than 365 days after the date of the original issuance of the notes. This registration
statement was declared effective on October 14, 2020 and the exchange was consummated during the fourth
quarter of 2020. As such, the Company did not have to transfer any consideration as a result of the registration
rights agreement and thus no loss contingency was recorded.
The 2028 Senior Notes are guaranteed on a senior unsecured basis by substantially all of PBF Holding’s
subsidiaries. The 2028 Senior Notes and guarantees are senior unsecured obligations and rank equal in right of
payment with all of the Issuers’ and the Guarantors’ existing and future indebtedness, including the Revolving
Credit Facility, the 2025 Senior Notes and the 2025 Senior Secured Notes. The 2028 Senior Notes and the
guarantees rank senior in right of payment to the Issuers’ and the Guarantors’ existing and future indebtedness
that is expressly subordinated in right of payment thereto. The 2028 Senior Notes and the guarantees are
effectively subordinated to any of the Issuers’ and the Guarantors’ existing or future secured indebtedness
(including the Revolving Credit Facility) to the extent of the value of the collateral securing such indebtedness.
The 2028 Senior Notes and the guarantees are structurally subordinated to any existing or future indebtedness
and other obligations of the Issuers’ non-guarantor subsidiaries. In addition, the 2028 Senior Notes contain
customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These
covenants include limitations on the incurrence of additional indebtedness, equity issuances, and payments.
Many of these covenants will cease to apply or will be modified if the 2028 Senior Notes are rated investment
grade.
At any time prior to February 15, 2023, the Issuers may on any one or more occasions redeem up to 35% of the
aggregate principal amount of the 2028 Senior Notes in an amount not greater than the net cash proceeds of
certain equity offerings at a redemption price equal to 106.000% of the principal amount of the 2028 Senior
Notes, plus any accrued and unpaid interest through the date of redemption. On or after February 15, 2023, the
Issuers may redeem all or part of the 2028 Senior Notes, in each case at the redemption prices described in the
indenture, together with any accrued and unpaid interest through the date of redemption. In addition, prior to
February 15, 2023, the Issuers may redeem all or part of the 2028 Senior Notes at a “make-whole” redemption
price described in the indenture, together with any accrued and unpaid interest through the date of redemption.
During 2022, the Company made a number of open market repurchases of its 2028 Senior Notes that resulted in
the extinguishment of $24.9 million in principal. Total cash consideration paid to repurchase the principal
amount outstanding of the 2028 Senior Notes, excluding accrued interest, totaled $21.1 million and the
Company recognized a $3.6 million gain on the extinguishment of debt during the year ended December 31,
2022.
F- 38
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During 2021, the Company made a number of open market repurchases of its 2028 Senior Notes that resulted in
the extinguishment of $173.5 million in principal. Total cash consideration paid to repurchase the principal
amount outstanding of the 2028 Senior Notes, excluding accrued interest, totaled $109.3 million and the
Company recognized a $62.4 million gain on the extinguishment of debt during the year ended December 31,
2021.
2025 Senior Notes
On May 30, 2017, PBF Holding entered into an indenture among Issuers, the Guarantors, Wilmington Trust,
National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar,
Transfer Agent and Authenticating Agent, under which the Issuers issued $725.0 million in aggregate principal
amount of 7.25% 2025 Senior Notes. The Issuers received net proceeds of approximately $711.6 million from
the offering after deducting the initial purchasers’ discount and offering expenses, all of which was used to fund
the cash tender offer (the “Tender Offer”) for any and all of its outstanding 8.25% Senior Secured Notes due
2020 (the “2020 Senior Secured Notes”), to pay the related redemption price and accrued and unpaid interest for
any 2020 Senior Secured Notes which remained outstanding after the completion of the Tender Offer, and for
general corporate purposes.
The 2025 Senior Notes are guaranteed by substantially all of PBF Holding’s subsidiaries. The 2025 Senior
Notes and guarantees are senior unsecured obligations which rank equal in right of payment with all of the
Issuers’ and the Guarantors’ existing and future senior indebtedness, including the Revolving Credit Facility,
the 2028 Senior Notes and the 2025 Senior Secured Notes. The 2025 Senior Notes and the guarantees rank
senior in right of payment to the Issuers’ and the Guarantors’ existing and future indebtedness that is expressly
subordinated in right of payment thereto. The 2025 Senior Notes and the guarantees are effectively subordinated
to any of the Issuers’ and the Guarantors’ existing or future secured indebtedness (including the Revolving
Credit Facility) to the extent of the value of the collateral securing such indebtedness. The 2025 Senior Notes
and the guarantees are structurally subordinated to any existing or future indebtedness and other obligations of
the Issuers’ non-guarantor subsidiaries.
PBF Holding has optional redemption rights to repurchase all or a portion of the 2025 Senior Notes at varying
prices which are no less than 100% of the principal amount plus accrued and unpaid interest. The holders of the
2025 Senior Notes have repurchase options exercisable only upon a change in control, certain asset sale
transactions, or in event of a default as defined in the indenture. In addition, the 2025 Senior Notes contain
customary terms, events of default and covenants for an issuer of non-investment grade debt securities that limit
certain types of additional debt, equity issuances, and payments. Many of these covenants will cease to apply or
will be modified if the 2025 Senior Notes are rated investment grade.
During 2022, the Company made a number of open market repurchases of its 2025 Senior Notes that resulted in
the extinguishment of $5.0 million in principal. Total cash consideration paid to repurchase the principal
amount outstanding of the 2025 Senior Notes, excluding accrued interest, totaled $4.8 million and the Company
recognized a $0.2 million gain on the extinguishment of debt during the year ended December 31, 2022.
During 2021, the Company made a number of open market repurchases of its 2025 Senior Notes that resulted in
the extinguishment of $55.5 million in principal. Total cash consideration paid to repurchase the principal
amount outstanding of the 2025 Senior Notes, excluding accrued interest, totaled $37.5 million and the
Company recognized a $17.5 million gain on the extinguishment of debt during the year ended December 31,
2021.
F- 39
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PBFX 2023 Senior Notes
On May 12, 2015, PBFX entered into an indenture among PBFX and PBF Logistics Finance Corporation, a
Delaware corporation and wholly-owned subsidiary of PBFX (together with PBFX, the “PBFX Issuers”), the
Guarantors named therein and Deutsche Bank Trust Company Americas, as Trustee, under which the PBFX
Issuers issued $350.0 million in aggregate principal amount of 6.875% Senior Notes due 2023.
On October 6, 2017, PBFX entered into a supplemental indenture for the purpose of issuing an additional
$175.0 million in aggregate principal amount of 6.875% Senior Notes due 2023 (together with the initially
issued notes, the “PBFX 2023 Senior Notes”). The additional amount of the PBFX 2023 Senior Notes were
issued at 102% of face value, or an effective interest rate of 6.442%. The additional amount of the PBFX 2023
Senior Notes are treated as a single series with the initially issued PBFX 2023 Senior Notes and have the same
terms as those of the initially issued PBFX 2023 Senior Notes, except that (i) the additional amount of PBFX
2023 Senior Notes are subject to a separate registration rights agreement, and (ii) the additional amount of
PBFX 2023 Senior Notes were issued initially under CUSIP numbers different from the initially issued PBFX
2023 Senior Notes.
PBF LLC agreed to a limited guarantee of collection of the principal amount of the PBFX 2023 Senior Notes,
but is not otherwise subject to the covenants of the indenture. The PBFX 2023 Senior Notes are general senior
unsecured obligations of the PBFX Issuers and are equal in right of payment with all of the PBFX Issuers’
existing and future senior indebtedness, including amounts outstanding under the PBFX Revolving Credit
Facility (as defined below). The PBFX 2023 Senior Notes are effectively subordinated to all of the PBFX
Issuers’ and the Guarantors’ existing and future secured debt, including the PBFX Revolving Credit Facility(as
defined below), to the extent of the value of the assets securing that secured debt and will be structurally
subordinated to all indebtedness of PBFX’s subsidiaries that do not guarantee the PBFX 2023 Senior Notes. The
PBFX 2023 Senior Notes will be senior to any future subordinated indebtedness the PBFX Issuers may incur.
The PBFX 2023 Senior Notes contain customary terms, events of default and covenants for an issuer of non-
investment grade debt securities. These covenants include limitations on PBFX’s and its restricted subsidiaries’
ability to, among other things: (i) make investments; (ii) incur additional indebtedness or issue preferred units;
(iii) pay dividends or make distributions on units or redeem or repurchase its subordinated debt; (iv) create
liens; (v) incur dividend or other payment restrictions affecting subsidiaries; (vi) sell assets; (vii) merge or
consolidate with other entities; and (viii) enter into transactions with affiliates. These covenants are subject to a
number of important limitations and exceptions.
PBFX has optional redemption rights to repurchase all or a portion of the PBFX 2023 Senior Notes at varying
prices which are no less than 100% of the principal amount, plus accrued and unpaid interest. The holders of the
PBFX 2023 Senior Notes have repurchase options exercisable only upon a change in control, certain asset
dispositions, or in event of default as defined in the indenture.
The PBFX 2023 Senior Notes were redeemed on February 2, 2023 and are classified as Current debt as of
December 31, 2022, within the Company’s Consolidated Balance Sheet. Refer to “Note 24 - Subsequent
Events” for further information.
F- 40
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PBF Holding Revolving Credit Facility
On May 25, 2022, PBF Holding and certain of its wholly-owned subsidiaries, as borrowers or subsidiary
guarantors, entered into an amendment of its existing asset-based revolving credit agreement (the “Revolving
Credit Agreement”), among PBF Holding, Bank of America, National Association as administrative agent, and
certain other lenders. Among other things, the Revolving Credit Agreement amended and extended the
Revolving Credit Facility through January 2025 and increased the maximum commitment to $4.3 billion
through May 2023 (currently set to adjust to $2.75 billion in May 2023 through January 2025). The
amendments also redefine certain components of the Borrowing Base (as defined in the Revolving Credit
Agreement) to reflect the existence of two tranches, tranche A which is comprised of existing lenders who have
not elected to extend and whose commitments retain the existing maturity date under the existing revolving
credit agreement of May 2, 2023 (the “Tranche A Commitments”) and tranche B, which is comprised of
existing and new lenders whose commitments have an extended maturity date of January 31, 2025 (the
“Tranche B Commitments”). The Tranche A Commitments total $1.55 billion and the Tranche B Commitments
total $2.75 billion. The amendments also include changes to incorporate the adoption of Secured Overnight
Financing Rate (“SOFR”) as a replacement of LIBOR, changes to joint lead arrangers, bookrunners, syndication
agents and other titles, and other changes related to the foregoing. In addition, an accordion feature allows for
additional Tranche B Commitments of up to an additional $500.0 million plus an amount equal to the Tranche
A Commitments for existing Tranche A lenders.
Borrowings under the Revolving Credit Facility bear interest at the Alternative Base Rate plus the Applicable
Margin or at the Term SOFR Rate plus the Applicable Margin (all as defined in the Revolving Credit
Agreement). The Applicable Margin ranges from 0.25% to 1.00% for Alternative Base Rate Loans and from
1.25% to 2.00% for Term SOFR Loans, in each case depending on the Company’s corporate credit rating. In
addition, the LC Participation Fee ranges from 1.00% to 1.75% depending on the Company’s corporate credit
rating and the Fronting Fee is capped at 0.25%.
The Revolving Credit Agreement contains customary covenants and restrictions on the activities of PBF
Holding and its subsidiaries, including, but not limited to, limitations on incurring additional indebtedness,
liens, negative pledges, guarantees, investments, loans, asset sales, mergers and acquisitions, prepayment of
other debt, distributions, dividends and the repurchase of capital stock, transactions with affiliates and the
ability of PBF Holding to change the nature of its business or its fiscal year; all as defined in the Revolving
Credit Agreement.
In addition, the Revolving Credit Agreement has a financial covenant which requires that if at any time Excess
Availability, as defined in the Revolving Credit Agreement, is less than the greater of (i) 10% of the lesser of
the then existing Borrowing Base and the then aggregate Revolving Commitments of the Lenders (the
“Financial Covenant Testing Amount”), and (ii) $100.0 million, and until such time as Excess Availability is
greater than the Financial Covenant Testing Amount and $100.0 million for a period of 12 or more consecutive
days, PBF Holding will not permit the Consolidated Fixed Charge Coverage Ratio, as defined in the Revolving
Credit Agreement and determined as of the last day of the most recently completed quarter, to be less than 1 to
1.
PBF Holding’s obligations under the Revolving Credit Facility are (a) guaranteed by each of its domestic
operating subsidiaries that are not Excluded Subsidiaries (as defined in the Revolving Credit Agreement) and
(b) secured by a lien on (i) PBF LLC’s equity interest in PBF Holding and (ii) certain assets of PBF Holding
and the subsidiary guarantors, including all deposit accounts (other than zero balance accounts, cash collateral
accounts, trust accounts and/or payroll accounts, all of which are excluded from the definition of collateral), all
accounts receivable, all hydrocarbon inventory (other than the J. Aron Products owned by J. Aron pursuant to
the Third Inventory Intermediation Agreement) and to the extent evidencing, governing, securing or otherwise
related to the foregoing, all general intangibles, chattel paper, instruments, documents, letter of credit rights and
supporting obligations; and all products and proceeds of the foregoing.
F- 41
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On February 18, 2020, in connection with its entry into a $300.0 million uncommitted receivables purchase
facility (the “Receivables Facility”), the Company amended the Revolving Credit Agreement and entered into a
related intercreditor agreement to allow it to sell certain Eligible Receivables (as defined in the Revolving
Credit Agreement) derived from the sale of refined product over truck racks. Under the Receivables Facility, the
Company sells such receivables to a bank subject to bank approval and certain conditions. The sales of
receivables under the Receivables Facility are absolute and irrevocable but subject to certain repurchase
obligations under certain circumstances.
On May 7, 2020, the Company further amended the Revolving Credit Facility, to increase PBF Holding’s
ability to incur certain secured debt from an amount equal to 10% of its total assets to 20% of its total assets.
There were no outstanding borrowings under the Revolving Credit Facility as of December 31, 2022.
Outstanding borrowings as of December 31, 2021 was $900.0 million. Issued letters of credit were $576.1
million and $380.1 million as of December 31, 2022 and 2021, respectively.
PBFX Credit Facilities
On May 14, 2014, in connection with the PBFX initial public offering (the “PBFX Offering”), PBFX entered
into a five-year, $275.0 million senior secured revolving credit facility (the “2014 PBFX Revolving Credit
Facility”) with the administrative agent and a syndicate of lenders. On July 30, 2018, PBFX replaced the 2014
PBFX Revolving Credit Facility with the $500.0 million amended and restated revolving credit facility (the
“PBFX Revolving Credit Facility”).
The PBFX Revolving Credit Facility is available to fund working capital, acquisitions, distributions, capital
expenditures, and other general partnership purposes and is guaranteed by a guaranty of collection from PBF
LLC. PBFX has the ability to increase the maximum amount of the PBFX Revolving Credit Facility by up to
$250.0 million to a total facility size of $750.0 million, subject to receiving increased commitments from the
lenders or other financial institutions and satisfaction of certain conditions. The PBFX Revolving Credit Facility
includes a $75.0 million sublimit for standby letters of credit and a $25.0 million sublimit for swingline loans.
Obligations under the PBFX Revolving Credit Facility are guaranteed by PBFX’s restricted subsidiaries, and
are secured by a first priority lien on PBFX’s assets and those of PBFX’s restricted subsidiaries. The maturity
date of the PBFX Revolving Credit Facility is July 30, 2023, but may be extended for one year on up to two
occasions, subject to certain customary terms and conditions. Borrowings under the PBFX Revolving Credit
Facility bear interest at the Alternative Base Rate plus the Applicable Margin or the Adjusted LIBOR Rate plus
an Applicable Margin, all as defined in the agreement governing the PBFX Revolving Credit Facility (the
“PBFX Revolving Credit Agreement”). The Applicable Margin ranges from 0.75% to 1.75% for Alternative
Base Rate Loans and from 1.75% to 2.75% for Adjusted LIBOR Rate Loans in each case depending on PBFX’s
Consolidated Total Leverage Ratio, as defined in the PBFX Revolving Credit Agreement.
The PBFX Revolving Credit Agreement contains affirmative and negative covenants customary for revolving
credit facilities of this nature which, among other things, limit or restrict PBFX’s ability and the ability of its
restricted subsidiaries to incur or guarantee debt, incur liens, make investments, make restricted payments,
amend material contracts, engage in certain business activities, engage in mergers, consolidations and other
organizational changes, sell, transfer or otherwise dispose of assets, enter into burdensome agreements, or enter
into transactions with affiliates on terms which are not at arm’s length.
Additionally, PBFX is required to maintain (a) Consolidated Interest Coverage Ratio of at least 2.50 to 1.00; (b)
Consolidated Total Leverage Ratio of not greater than 4.50 to 1.00; and (c) Consolidated Senior Secured
Leverage Ratio of not greater than 3.50 to 1.00 (all terms as defined in the PBFX Revolving Credit Agreement).
F- 42
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The PBFX Revolving Credit Agreement contains events of default customary for transactions of their nature,
including, but not limited to (and subject to any applicable grace periods when applicable), the failure to pay
any principal, interest or fees when due, failure to perform or observe any covenant contained in the PBFX
Revolving Credit Agreement or related documentation, any representation or warranty made in the agreements
or related documentation being untrue in any material respect when made, default under certain material debt
agreements, commencement of bankruptcy or other insolvency proceedings, certain changes in PBFX’s
ownership or the ownership or board composition of PBFX GP and material judgments or orders. Upon the
occurrence and during the continuation of an event of default under the PBFX Revolving Credit Agreement, the
lenders may, among other things, terminate their commitments, declare any outstanding loans to be immediately
due and payable and/or exercise remedies against PBFX and the collateral as may be available to the lenders
under the PBFX Revolving Credit Agreement and related documentation or applicable law.
The PBFX Revolving Credit Facility may be repaid, from time-to-time, without penalty. There were no
outstanding borrowings under the PBFX Revolving Credit Facility as of December 31, 2022. Outstanding
letters of credit as of December 31, 2022 were $3.5 million. At December 31, 2021, there were $100.0 million
of borrowings and $3.5 million of letters of credit outstanding under the PBFX Revolving Credit Facility. PBFX
made net repayments of $100.0 million during the year ended December 31, 2022.
Precious Metal Catalyst Financing Arrangements
Certain subsidiaries of the Company have entered into agreements whereby such subsidiary sold a portion of its
precious metal catalysts to a major commercial bank and subsequently refinanced the precious metal catalysts
under contractual arrangements. The volume of the precious metal catalysts and the interest rate are fixed over
the term of each financing arrangement. At maturity, the Company must repurchase the applicable precious
metal catalysts, or otherwise settle its obligation with the counterparty, at its then fair market value. The
Company believes that there is a market for precious metal catalysts and that it will attempt to release such
catalysts at maturity. The Company treated these transactions as financing arrangements, and the related
payments are recorded as interest expense over the agreements’ terms. The Company has elected the fair value
option for accounting for its catalyst repurchase obligations as the Company’s liability is directly impacted by
the change in value of the underlying precious metal catalysts. The fair value of these repurchase obligations as
reflected in the fair value of long-term debt outstanding table below is measured using Level 2 inputs.
Details of the catalyst financing arrangements at each of the Company’s refineries as of December 31, 2022 are
included in the following table:
Refinery
Metal
Annual interest
rate
Expiration date(1)
Delaware City
Palladium
4.60 %
September 2023
__________________
(1) This catalyst financing arrangement is included in Long-term debt as of December 31, 2022 as the Company
has the ability and intent to finance this debt through availability under other credit facilities if the catalyst
financing arrangement is not renewed at maturity.
In total, aggregate annual catalyst financing fees were approximately $0.2 million and $2.0 million as of
December 31, 2022 and 2021, respectively.
F- 43
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Debt Maturities
Debt maturing in the next five years and thereafter is as follows (in millions):
Year Ending December 31,
2023
2024
2025
2026
2027
Thereafter
Total debt outstanding
$
$
529.0
—
664.5
—
—
801.6
1,995.1
9. AFFILIATE NOTE PAYABLE - PBF LLC
As of December 31, 2022 and December 31, 2021, PBF LLC had an outstanding note payable with PBF Energy
for an aggregate principal amount of $1,445.7 million and $375.2 million, respectively. The note payable has a
maturity date of April 2030, an annual interest rate of 2.5% and may be prepaid in whole or in part at any time,
at the option of PBF LLC without penalty or premium.
10. OTHER LONG-TERM LIABILITIES
Other long-term liabilities consisted of the following:
(in millions)
Environmental liabilities
Defined benefit pension plan liabilities
Contingent consideration
Deferred Compensation
Post-retirement medical plan liabilities
Early railcar return liability
Other
Total other long-term liabilities
11. RELATED PARTY TRANSACTIONS
December 31,
2022
December 31,
2021
$
$
142.8 $
82.8
65.7
50.5
13.9
1.9
15.3
372.9 $
142.1
47.0
29.4
—
18.2
6.0
9.7
252.4
Pursuant to the amended and restated limited liability company agreement of PBF LLC, the holders of PBF
LLC Series B Units are entitled to an interest in the amounts received by the investment funds associated with
the initial investors in PBF LLC in excess of their original investment in the form of PBF LLC distributions and
from the shares of PBF Energy Class A common stock issuable to such investment funds (for their own account
and on behalf of the holders of PBF LLC Series B Units) upon an exchange, and the proceeds from the sale of
such shares. Such proceeds received by the investment funds associated with the initial investors in PBF LLC
are distributed to the holders of the PBF LLC Series B Units in accordance with the distribution percentages
specified in the PBF LLC amended and restated limited liability company agreement. There were no
distributions to PBF LLC Series B unitholders for the years ended December 31, 2022, 2021 or 2020.
F- 44
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. COMMITMENTS AND CONTINGENCIES
Other Commitments
In addition to commitments related to lease obligations accounted for in accordance with ASC 842, Leases and
disclosed in “Note 13 - Leases”, the Company is party to agreements which provide for the treatment of
wastewater and the supply of hydrogen, nitrogen, oxygen, chemical and steam for certain of its refineries. The
Company made purchases of $112.2 million, $76.0 million and $69.0 million under these supply agreements for
the years ended December 31, 2022, 2021 and 2020, respectively.
The fixed and determinable amounts related to obligations under these agreements are as follows (in millions):
Year Ending December 31,
2023
2024
2025
2026
2027
Thereafter
Total obligations
Employment Agreements
$
$
52.4
25.3
21.7
21.7
21.7
186.2
329.0
The Company has entered into various employment agreements with members of executive management and
certain other key personnel that include automatic annual renewals, unless canceled. Under some of the
agreements, certain of the executives would receive a lump sum payment of between 1.50 to 2.99 times their
base salary and continuation of certain employee benefits for the same period upon termination by the Company
“Without Cause”, or by the employee “For Good Reason”, or upon a “Change in Control”, as defined in the
agreements. Upon death or disability, certain of the Company’s executives, or their estates, would receive a
lump sum payment of at least one half of their base salary.
Environmental Matters
The Company’s refineries, pipelines and related operations are subject to extensive and frequently changing
federal, state and local laws and regulations, including, but not limited to, those relating to the discharge of
materials into the environment or that otherwise relate to the protection of the environment (including in
response to the potential impacts of climate change), waste management and the characteristics and the
compositions of fuels. Compliance with existing and anticipated laws and regulations can increase the overall
cost of operating the refineries, including remediation, operating costs and capital costs to construct, maintain
and upgrade equipment and facilities.
These laws and permits raise potential exposure to future claims and lawsuits involving environmental and
safety matters which could include soil and water contamination, air pollution, personal injury and property
damage allegedly caused by substances which the Company manufactured, handled, used, released or disposed
of, transported, or that relate to pre-existing conditions for which the Company has assumed responsibility. The
Company believes that its current operations are in compliance with existing environmental and safety
requirements. However, there have been and will continue to be ongoing discussions about environmental and
safety matters between the Company and federal and state authorities, including notices of violations, citations
and other enforcement actions, some of which have resulted or may result in changes to operating procedures
and in capital expenditures. While it is often difficult to quantify future environmental or safety related
expenditures, the Company anticipates that continuing capital investments and changes in operating procedures
F- 45
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
will be required for the foreseeable future to comply with existing and new requirements, as well as evolving
interpretations and more strict enforcement of existing laws and regulations.
In connection with the acquisition of the Torrance refinery and related logistics assets, the Company assumed
certain pre-existing environmental liabilities. The estimated costs related to these remediation obligations
totaled $117.0 million as of December 31, 2022 ($118.5 million as of December 31, 2021) and related primarily
to remediation obligations to address existing soil and groundwater contamination and the related monitoring
and clean-up activities. Costs related to these obligations are reassessed periodically or when changes to our
remediation approach are identified. The current portion of the environmental liability is recorded in Accrued
expenses and the non-current portion is recorded in Other long-term liabilities.
The aggregate environmental liability reflected in the Company’s Consolidated Balance Sheets was $157.7
million and $157.0 million at December 31, 2022 and December 31, 2021, respectively, of which $142.8
million and $142.1 million, respectively, were classified as Other long-term liabilities. These liabilities include
remediation and monitoring costs expected to be incurred over an extended period of time. Estimated liabilities
could increase in the future when the results of ongoing investigations become known, are considered probable
and can be reasonably estimated.
Applicable Federal and State Regulatory Requirements
The Company’s operations and many of the products it manufactures are subject to certain specific
requirements of the Clean Air Act (the “CAA”) and related state and local regulations. The CAA contains
provisions that require capital expenditures for the installation of certain air pollution control devices at the
Company’s refineries. Subsequent rule making authorized by the CAA or similar laws or new agency
interpretations of existing rules, may necessitate additional expenditures in future years.
The Company is required to comply with the RFS. Pursuant to the Energy Policy Act of 2005 and the Energy
Independence and Security Act of 2007, EPA has issued the RFS, implementing mandates to blend renewable
fuels into the petroleum fuels produced and sold in the United States. Under the RFS, the volume of renewable
fuels that obligated refineries must blend into their finished petroleum fuels historically has increased on an
annual basis. In addition, certain states have passed legislation that requires minimum biodiesel blending in
finished distillates. On October 13, 2010, EPA raised the maximum amount of ethanol allowed under federal
law from 10% to 15% for cars and light trucks manufactured since 2007. The maximum amount allowed under
federal law currently remains at 10% ethanol for all other vehicles. Existing laws and regulations could change,
and the minimum volumes of renewable fuels that must be blended with refined petroleum fuels may increase.
Because we do not currently produce renewable fuels, increasing the volume of renewable fuels that must be
blended into our products displaces an increasing volume of our refinery’s product pool, potentially resulting in
lower earnings and profitability. In addition, in order to meet certain of these and future EPA requirements, we
may be required to purchase RINs, which may have fluctuating costs based on market conditions. Our RINs
purchase obligation is dependent on our actual shipment of on-road transportation fuels domestically and the
amount of blending achieved which can cause variability in our profitability. On June 3, 2022, EPA finalized
the volumes of renewable fuels that obligated refineries must blend into their final petroleum fuels for years
2020, 2021 and 2022. On December 1, 2022, EPA proposed volume requirements and percentage standards
under the RFS program for 2023, 2024, and 2025, as well as making a series of important modifications to
strengthen and expand the RFS program. As a result, we could also experience fluctuating compliance costs in
the future if the volumes finalized by EPA differ from what has been proposed.
EPA published a Final Rule to the Clean Water Act Section 316(b) in August 2014 regarding cooling water
intake structures, which includes requirements for petroleum refineries. The purpose of this rule is to prevent
fish from being trapped against cooling water intake screens (impingement) and to prevent fish from being
drawn through cooling water systems (entrainment). Facilities will be required to implement best technology
available as soon as possible, but state agencies have the discretion to establish implementation time lines. The
Company has evaluated, and continues to evaluate, the impact of this regulation, and at this time does not
expect this regulation to materially impact the Company’s financial position, results of operations or cash flows.
F- 46
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company is subject to greenhouse gas emission control regulations in the state of California pursuant to AB
32. AB 32 imposes a statewide cap on greenhouse gas emissions, including emissions from transportation fuels,
with the aim of returning the state to 1990 emission levels by 2020. AB 32 is implemented through two market
mechanisms including the Low Carbon Fuel Standard (“LCFS”) and Cap and Trade. The Company is
responsible for the AB 32 obligations related to the Torrance refinery beginning on July 1, 2016 and the
Martinez refinery beginning on February 1, 2020 and must purchase emission credits to comply with these
obligations. Additionally, in September 2016, the state of California enacted Senate Bill 32 (“SB32”) which
further reduces greenhouse gas emissions targets to 40 percent below 1990 levels by 2030. California Air
Resources Board also amended the LCFS in 2018 to require a 20% reduction by 2030.
The Company recovers the majority of these costs from its customers, and does not expect these obligations to
materially impact the Company’s financial position, results of operations, or cash flows. To the degree there are
unfavorable changes to AB 32 or SB 32 regulations or the Company is unable to recover such compliance costs
from customers, these regulations could have a material adverse effect on our financial position, results of
operations and cash flows.
The Company is subject to obligations to purchase RINs. On February 15, 2017, the Company received a
notification that EPA records indicated that PBF Holding used potentially invalid RINs that were in fact verified
under EPA’s RIN Quality Assurance Program (“QAP”) by an independent auditor as QAP A RINs. Under the
regulations, use of potentially invalid QAP A RINs provided the user with an affirmative defense from civil
penalties provided certain conditions are met. The Company has asserted the affirmative defense and if accepted
by EPA will not be required to replace these RINs and will not be subject to civil penalties under the program. It
is reasonably possible that EPA will not accept the Company’s defense and may assess penalties in these
matters but any such amount is not expected to have a material impact on the Company’s financial position,
results of operations or cash flows.
As of January 1, 2011, the Company is required to comply with EPA’s Control of Hazardous Air Pollutants
From Mobile Sources, or MSAT2, regulations on gasoline that impose reductions in the benzene content of its
produced gasoline. The Company purchases benzene credits to meet these requirements when necessary. The
Company may implement capital projects to reduce the amount of benzene credits that the Company needs to
purchase. In additions, the RFS mandate the blending of prescribed percentages of renewable fuels (e.g., ethanol
and biofuels) into the Company’s produced gasoline and diesel. These requirements, other requirements of the
CAA and other presently existing or future environmental regulations may cause the Company to make
substantial capital expenditures as well as the purchase of credits at significant cost, to enable its refineries to
produce products that meet applicable requirements.
The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”),
also known as “Superfund,” imposes liability, without regard to fault or the legality of the original conduct, on
certain classes of persons who are considered to be responsible for the release of a “hazardous substance” into
the environment. These persons include the current or former owner or operator of the disposal site or sites
where the release occurred and companies that disposed of or arranged for the disposal of the hazardous
substances. Under CERCLA, such persons may be subject to joint and several liability for investigation and the
costs of cleaning up the hazardous substances that have been released into the environment, for damages to
natural resources and for the costs of certain health studies. As discussed more fully above, certain of the
Company’s sites are subject to these laws and the Company may be held liable for investigation and
remediation costs or claims for natural resource damages. It is not uncommon for neighboring landowners and
other third parties to file claims for personal injury and property damage allegedly caused by hazardous
substances or other pollutants released into the environment. Analogous state laws impose similar
responsibilities and liabilities on responsible parties. In the Company’s current normal operations, it has
generated waste, some of which falls within the statutory definition of a “hazardous substance” and some of
which may have been disposed of at sites that may require cleanup under Superfund.
F- 47
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company is also currently subject to certain other existing environmental claims and proceedings. The
Company believes that it is unlikely that future costs related to any of these other known contingent liability
exposures would have a material impact on its financial position, results of operations or cash flows.
Contingent Consideration
In connection with the Martinez Acquisition, the Sale and Purchase Agreement dated June 11, 2019 includes an
earn-out provision based on certain earnings thresholds of the Martinez refinery. Pursuant to the agreement, the
Company will make payments to the Equilon Enterprises LLC d/b/a Shell Oil Products US based on future
earnings at the Martinez refinery in excess of certain thresholds, as defined in the agreement, for a period of up
to four years following the acquisition closing date (the “Martinez Contingent Consideration”). The Company
recorded the acquisition date fair value of the earn-out provision as contingent consideration of $77.3 million
within “Other long-term liabilities” within the Company’s Consolidated Balance Sheets. Subsequent changes in
the fair value of the Martinez Contingent Consideration are recorded in the Consolidated Statements of
Operations. The fair value of the Martinez Contingent Consideration was estimated to be $147.3 million as of
December 31, 2022 (of which $81.6 million is included within Accrued expenses) and $29.4 million as of
December 31, 2021 (all of which was included within Other long-term liabilities) on the Company’s
Consolidated Balance Sheets.
In connection with the acquisition of CPI Operations LLC, the purchase and sale agreement between PBFX and
Crown Point International LLC (“Crown Point”) included an earn-out provision related to an existing
commercial agreement with a third-party, based on the future results of certain of the acquired idled assets (the
“PBFX Contingent Consideration”). PBFX and Crown Point agreed to share equally in the future operating
profits of the restarted assets, as defined in the purchase and sale agreement, over a contractual term of up to
three years starting in 2019. The final PBFX Contingent Consideration settlement payment was made in
October 2022; as such, there is no longer a PBFX Contingent Consideration balance as of December 31, 2022.
The PBFX Contingent Consideration recorded as of December 31, 2021 was $2.9 million, and was included
within “Accrued expenses” on the Company’s Consolidated Balance Sheets.
Tax Receivable Agreement
PBF Energy entered into the Tax Receivable Agreement that provides for the payment by PBF Energy to such
persons of an amount equal to 85% of the amount of the benefits, if any, that PBF Energy is deemed to realize
as a result of (i) increases in tax basis, as described below, and (ii) certain other tax benefits related to entering
into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable
Agreement. For purposes of the Tax Receivable Agreement, the benefits deemed realized by PBF Energy will
be computed by comparing the actual income tax liability of PBF Energy (calculated with certain assumptions)
to the amount of such taxes that PBF Energy would have been required to pay had there been no increase to the
tax basis of the assets of PBF LLC as a result of purchases or exchanges of PBF LLC Series A Units for shares
of PBF Energy Class A common stock and had PBF Energy not entered into the Tax Receivable Agreement.
The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired
unless: (i) PBF Energy exercises its right to terminate the Tax Receivable Agreement, (ii) PBF Energy breaches
any of its material obligations under the Tax Receivable Agreement or (iii) certain changes of control occur, in
which case all obligations under the Tax Receivable Agreement will generally be accelerated and due as
calculated under certain assumptions.
The payment obligations under the Tax Receivable Agreement are obligations of PBF Energy and not of PBF
LLC, PBF Holding or PBFX. In general, PBF Energy expects to obtain funding for these annual payments from
PBF LLC, primarily through tax distributions, which PBF LLC makes on a pro-rata basis to its owners. Such
owners include PBF Energy, which holds a 99.3% interest in PBF LLC as of December 31, 2022 (99.2% as of
December 31, 2021). PBF LLC generally obtains funding to pay its tax distributions by causing PBF Holding to
distribute cash to PBF LLC and from distributions it receives from PBFX.
F- 48
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2022 and December 31, 2021, the Company recognized liabilities of $338.6 million and
$48.3 million related to the Tax Receivable Agreement obligation, reflecting the estimate of the undiscounted
amounts that PBF Energy expects to pay under the agreement, net of the impact of any deferred tax asset
valuation allowance recognized in accordance with ASC 740. As future taxable income is recognized, increases
in our Tax Receivable Agreement liability may be necessary in conjunction with the revaluation of deferred tax
assets. Refer to “Note 19 - Income Taxes” for more details.
F- 49
13. LEASES
Lease Position as of December 31, 2022 and December 31, 2021
The table below presents the lease related assets and liabilities recorded on the Company’s Consolidated
Balance Sheets as of December 31, 2022 and December 31, 2021:
(in millions)
Assets
Operating lease assets
Finance lease assets
Total lease right of
use assets
Liabilities
Current liabilities:
Operating lease
liabilities
Finance lease
liabilities
Noncurrent liabilities:
Operating lease
liabilities
Finance lease
liabilities
Total lease liabilities
Lease Costs
Classification on the Balance Sheet
December 31,
2022
December 31,
2021
Lease right of use assets
Lease right of use assets
$
$
611.7 $
67.4
679.1 $
Current operating lease liabilities
$
60.5 $
Accrued expenses
11.7
Long-term operating lease liabilities
552.7
Long-term financing lease liabilities
$
57.9
682.8 $
636.0
81.1
717.1
64.9
11.1
570.4
70.6
717.0
The table below presents certain information related to costs for the Company’s leases for the year ended
December 31, 2022 and December 31, 2021:
Lease Costs (in millions)
Components of total lease costs:
Finance lease costs
Amortization of right of use assets
Interest on lease liabilities
Operating lease costs
Short-term lease costs
Variable lease costs
Total lease costs
December 31,
2022
December 31,
2021
$
$
12.6 $
5.3
171.8
88.0
8.1
285.8 $
16.1
4.6
170.2
59.3
10.2
260.4
F- 50
Sale-leaseback Transactions
On April 17, 2020, the Company closed on the sale of five hydrogen plants to Air Products in a sale-leaseback
transaction for gross cash proceeds of $530.0 million and recognized a gain of $471.1 million. In connection
with the sale, the Company entered into a transition services agreement through which Air Products will
exclusively supply hydrogen, steam, carbon dioxide and other products (the “Products”) to the Martinez,
Torrance and Delaware City refineries for a specified period (not expected to exceed 18 months). The transition
services agreement also requires certain maintenance and operating activities to be provided by PBF Holding,
for which the Company will be reimbursed, during the term of the agreement. In August 2020, the parties
executed long-term supply agreements through which Air Products will supply the Products for a term of fifteen
years at these same refineries. As a result of these transactions, the Company recorded lease right of use assets
and corresponding operating lease liabilities of approximately $504.0 million. There were no net gains or losses
on any sale-leaseback transactions for the year ended December 31, 2022.
Other Information
The table below presents supplemental cash flow information related to leases for the year ended December 31,
2022 and December 31, 2021 (in millions):
Year Ended December 31, 2022
2022
2021
Cash paid for amounts included in the measurement of lease
liabilities:
Operating cash flows for operating leases
$
169.6 $
Operating cash flows for finance leases
Financing cash flows for finance leases
Supplemental non-cash quantification of assets acquired or
remeasured under operating and financing leases
5.3
11.3
54.7
168.8
4.6
17.8
(106.6)
Lease Term and Discount Rate
The table below presents certain information related to the weighted average remaining lease term and weighted
average discount rate for the Company’s leases as of December 31, 2022:
Weighted average remaining lease term - operating leases
Weighted average remaining lease term - finance leases
Weighted average discount rate - operating leases
Weighted average discount rate - finance leases
12.9 years
5.6 years
15.6 %
7.2 %
F- 51
Undiscounted Cash Flows
The table below reconciles the fixed component of the undiscounted cash flows for each of the periods
presented to the lease liabilities recorded on the Consolidated Balance Sheets as of December 31, 2022:
Amounts due in the year ended December 31, (in millions)
Finance Leases Operating Leases
2023
2024
2025
2026
2027
Thereafter
Total minimum lease payments
Less: effect of discounting
Present value of future minimum lease payments
Less: current obligations under leases
Long-term lease obligations
$
16.1 $
15.5
13.9
13.6
13.6
11.5
84.2
14.6
69.6
11.7
$
57.9 $
147.2
128.3
106.6
100.0
93.5
784.8
1,360.4
747.2
613.2
60.5
552.7
As of December 31, 2022, the Company has entered into certain leases that have not yet commenced. Such
leases include a 2-year lease for an oil tanker, with future lease payments estimated to total approximately
$48.9 million. No other such pending leases, either individually or in the aggregate, are material. There are no
material lease arrangements in which the Company is the lessor.
14. STOCKHOLDERS’ AND MEMBERS’ EQUITY STRUCTURE
PBF Energy Capital Structure
Class A Common Stock
Holders of Class A common stock are entitled to receive dividends when and if declared by the Board of
Directors out of funds legally available therefore, subject to any statutory or contractual restrictions on the
payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any
outstanding preferred stock. Upon the Company’s dissolution or liquidation or the sale of all or substantially all
of the assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred
stock having liquidation preferences, if any, the holders of shares of Class A common stock will be entitled to
receive pro rata remaining assets available for distribution. Holders of shares of Class A common stock do not
have preemptive, subscription, redemption or conversion rights.
Class B Common Stock
Holders of shares of Class B common stock are entitled, without regard to the number of shares of Class B
common stock held by such holder, to one vote for each PBF LLC Series A Unit beneficially owned by such
holder. Accordingly, the members of PBF LLC other than PBF Energy collectively have a number of votes in
PBF Energy that is equal to the aggregate number of PBF LLC Series A Units that they hold.
Holders of shares of Class A common stock and Class B common stock vote together as a single class on all
matters presented to stockholders for their vote or approval, except as otherwise required by applicable law.
Holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon a
liquidation or winding up of PBF Energy.
F- 52
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Preferred Stock
Authorized preferred stock may be issued in one or more series, with designations, powers and preferences as
shall be designated by the Board of Directors.
PBF LLC Capital Structure
PBF LLC Series A Units
The allocation of profits and losses and distributions to PBF LLC Series A unitholders is governed by the
limited liability company agreement of PBF LLC. These allocations are made on a pro rata basis with PBF LLC
Series C Units. PBF LLC Series A unitholders do not have voting rights.
PBF LLC Series B Units
The PBF LLC Series B Units are intended to be “profit interests” within the meaning of Revenue Procedures
93-27 and 2001-43 of the Internal Revenue Service (“IRS”) and have a stated value of zero at issuance. The
PBF LLC Series B Units are held by certain of the Company’s current and former officers, have no voting
rights and are designed to increase in value only after the Company’s financial sponsors achieve certain levels
of return on their investment in PBF LLC Series A Units. Accordingly, the amounts paid to the holders of PBF
LLC Series B Units, if any, will reduce only the amounts otherwise payable to the PBF LLC Series A Units
held by the Company’s financial sponsors, and will not reduce or otherwise impact any amounts payable to PBF
Energy (the holder of PBF LLC Series C Units), the holders of the Company’s Class A common stock or any
other holder of PBF LLC Series A Units. The maximum number of PBF LLC Series B Units authorized to be
issued is 1,000,000.
PBF LLC Series C Units
The PBF LLC Series C Units rank on a parity with the PBF LLC Series A Units as to distribution rights, voting
rights and rights upon liquidation, winding up or dissolution. PBF LLC Series C Units are held solely by PBF
Energy.
Treasury Stock
On December 12, 2022, the Company’s Board of Directors authorized the repurchase of up to $500.0 million of
PBF Energy's Class A common stock (as amended from time to time, the “Repurchase Program”). For the
period of time from the inception of the Repurchase Program through December 31, 2022, the Company
purchased 4,192,555 shares for $156.4 million, inclusive of commissions paid. The Repurchase Program will
expire in December 2024. The Company may make additional share repurchases in the future.
These repurchases were made from time to time through various methods, including open market transactions,
block trades, accelerated share repurchases, privately negotiated transactions or otherwise, certain of which have
been effected through Rule 10b5-1 plans. The timing and number of shares repurchased depended on a variety
of factors, including price, capital availability, legal requirements and economic and market conditions. The
Company was not obligated to purchase any shares under the Repurchase Program, and repurchases might have
been suspended or discontinued at any time without prior notice.
The Company records PBF Energy Class A common stock surrendered to cover income tax withholdings for
certain directors and employees and others pursuant to the vesting of certain awards under the Company’s
equity-based compensation plans as treasury shares.
F- 53
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. NONCONTROLLING INTERESTS
Noncontrolling Interest in PBF LLC
PBF Energy is the sole managing member of, and has a controlling interest in, PBF LLC. As the sole managing
member of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF LLC and its
subsidiaries. PBF Energy’s equity interest in PBF LLC was approximately 99.3% and 99.2% as of
December 31, 2022 and 2021, respectively.
PBF Energy consolidates the financial results of PBF LLC and its subsidiaries, and records a noncontrolling
interest for the economic interest in PBF Energy held by the members of PBF LLC other than PBF Energy.
Noncontrolling interest on the Consolidated Statements of Operations includes the portion of net income or loss
attributable to the economic interest in PBF Energy held by the members of PBF LLC other than PBF Energy.
Noncontrolling interest on the Consolidated Balance Sheets reflects the portion of net assets of PBF Energy
attributable to the members of PBF LLC other than PBF Energy.
The noncontrolling interest ownership percentages in PBF LLC as of the completion dates of each of the equity
offerings and as of the years ended December 31, 2022, 2021 and 2020 are calculated as follows:
December 31, 2020
December 31, 2021
December 31, 2022
Noncontrolling Interest in PBFX
Outstanding
Shares
of PBF Energy
Class A
Common
Stock
120,101,641
Holders of
PBF LLC Series
A Units
970,647
Total
121,072,288
0.8 %
99.2 %
100.0 %
927,990
120,319,577
121,247,567
0.8 %
99.2 %
100.0 %
910,457
129,639,307
130,549,764
0.7 %
99.3 %
100.0 %
PBF Energy, through its ownership of PBF LLC, consolidates the financial results of PBFX. Prior to the Merger
Transaction, the Company recorded a noncontrolling interest for the economic interest in PBFX held by the
public common unitholders. Following the Merger Transaction, noncontrolling interest on the Consolidated
Statements of Operations includes the portion of net income or loss attributable to the economic interest in
PBFX held by the public common unitholders of PBFX other than PBF Energy (through its ownership in PBF
LLC) as of November 30, 2022, and noncontrolling interest on the Consolidated Balance Sheets was eliminated.
F- 54
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The noncontrolling interest ownership percentages in PBFX as of November 30, 2022, November 29, 2022 and
the years ended December 31, 2021 and 2020 are calculated as follows:
December 31, 2020
December 31, 2021
Units of PBFX
Held by the
Public
32,411,207
Units of PBFX
Held by PBF
LLC (Including
Subordinated
Units)
29,953,631
Total
62,364,838
52.0 %
48.0 %
100.0 %
32,621,013
29,953,631
62,574,644
52.1 %
47.9 %
100.0 %
November 29, 2022 - Pre PBFX Merger Transaction
32,832,175
29,953,631
62,785,806
November 30, 2022 - Post PBFX Merger Transaction
Noncontrolling Interest in PBF Holding
52.3 %
—
— %
47.7 %
100.0 %
62,785,806
62,785,806
100.0 %
100.0 %
In connection with the acquisition of the Chalmette refinery, PBF Holding records noncontrolling interest in
two subsidiaries of Chalmette Refining. PBF Holding, through Chalmette Refining, owns an 80% ownership
interest in both Collins Pipeline Company and T&M Terminal Company. For the year ended December 31,
2022 the Company recorded a noncontrolling interest in the losses of these subsidiaries of $1.4 million. For the
year ended December 31, 2021 the Company recorded a noncontrolling interest in the earnings of these
subsidiaries of $2.3 million.
Changes in Equity and Noncontrolling Interests
The following tables summarize the changes in equity for the controlling and noncontrolling interests of PBF
Energy for the years ended December 31, 2022, 2021 and 2020:
PBF Energy (in millions)
Balance at January 1, 2022
Comprehensive income (loss)
Dividends and distributions
Logistics ownership interests on
deferred tax assets and
liabilities
PBFX Merger Transaction
Stock-based compensation
Transactions in connection with
stock-based compensation plans
Company LLC Series A Units
for PBF Energy Class A
common stock
Treasury stock purchases
Other
Balance at December 31, 2022
PBF Energy
Inc. Equity
Noncontrolling
Interest in
PBF LLC
Noncontrolling
Interest in
PBF Holding
Noncontrolling
Interest in
PBFX
Total Equity
$
1,926.2 $
2,858.0
(24.7)
95.4 $
27.9
(8.6)
12.2 $
(1.4)
—
499.0 $
69.5
(40.3)
2,532.8
2,954.0
(73.6)
(9.7)
216.0
33.2
86.5
—
—
—
—
—
—
—
—
—
(519.7)
10.2
(9.7)
(303.7)
43.4
(18.7)
67.8
0.1
(156.4)
—
4,929.2 $
$
(0.1)
—
—
114.6 $
—
—
1.4
12.2 $
—
—
—
— $
—
(156.4)
1.4
5,056.0
F- 55
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
$
PBF Energy (in millions)
Balance at January 1, 2021
Comprehensive income
Dividends and distributions
Stock-based compensation
Transactions in connection with
stock-based compensation plans
Exchanges of PBF Energy
Company LLC Series A Units
for PBF Energy Class A
common stock
Other
Balance at December 31, 2021
$
PBF Energy
Inc. Equity
Noncontrolling
Interest in
PBF LLC
Noncontrolling
Interest in
PBF Holding
Noncontrolling
Interest in
PBFX
Total Equity
1,642.8 $
257.4
—
23.9
93.4 $
2.4
—
—
10.6 $
2.3
(0.7)
—
455.5 $
79.8
(40.0)
5.3
2,202.3
341.9
(40.7)
29.2
(1.1)
—
—
(1.6)
(2.7)
0.4
2.8
1,926.2 $
(0.4)
—
95.4 $
—
—
12.2 $
—
—
499.0 $
—
2.8
2,532.8
PBF Energy (in millions)
Balance at January 1, 2020
Comprehensive income (loss)
Dividends and distributions
PBF Energy
Inc. Equity
Noncontrolling
Interest in
PBF LLC
Noncontrolling
Interest in
PBF Holding
Noncontrolling
Interest in
PBFX
Total Equity
$
3,039.6 $
(1,393.2)
(35.9)
113.2 $
(17.1)
(0.4)
10.9 $
(0.3)
—
421.8 $
76.5
(46.8)
3,585.5
(1,334.1)
(83.1)
Effects of changes in PBFX
ownership interest on deferred
tax assets and liabilities
Stock-based compensation
Transactions in connection with
stock-based compensation plans
Exchanges of PBF Energy
Company LLC Series A Units
for PBF Energy Class A
common stock
Other
Balance at December 31, 2020
$
(2.1)
28.2
(1.0)
—
—
—
—
—
—
—
4.9
(0.9)
(2.1)
33.1
(1.9)
2.3
4.9
1,642.8 $
(2.3)
—
93.4 $
—
—
10.6 $
—
—
455.5 $
—
4.9
2,202.3
The following tables summarize the changes in equity for the controlling and noncontrolling interests of PBF
LLC for the years ended December 31, 2022, 2021, and 2020 respectively:
PBF LLC (in millions)
Balance at January 1, 2022
Comprehensive income (loss)
Dividends and distributions
PBFX Merger Transaction
Stock-based compensation
Transactions in connection with stock-based
compensation plans
Treasury stock purchases
Other
Balance at December 31, 2022
PBF Energy
Company
LLC Equity
Noncontrolling
Interest in
PBF Holding
Noncontrolling
Interest in
PBFX
Total Equity
12.2 $
(1.4)
—
—
—
—
—
1.4
12.2 $
499.0 $
69.5
(40.3)
(519.7)
10.2
(18.7)
—
—
— $
2,234.1
3,809.5
(1,195.5)
(303.7)
43.4
(22.7)
(156.4)
1.4
4,410.1
$
$
1,722.9 $
3,741.4
(1,155.2)
216.0
33.2
(4.0)
(156.4)
—
4,397.9 $
F- 56
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PBF LLC (in millions)
Balance at January 1, 2021
Comprehensive income
Dividends and distributions
Stock-based compensation
Transactions in connection with stock-based
compensation plans
Balance at December 31, 2021
PBF LLC (in millions)
Balance at January 1, 2020
Comprehensive income (loss)
Dividends and distributions
Stock-based compensation
Transactions in connection with stock-based
compensation plans
Other
Balance at December 31, 2020
Comprehensive Income (Loss)
PBF Energy
Company
LLC Equity
Noncontrolling
Interest in
PBF Holding
Noncontrolling
Interest in
PBFX
Total Equity
$
$
1,374.0 $
326.0
—
23.9
(1.0)
1,722.9 $
10.6 $
2.3
(0.7)
—
—
12.2 $
455.5 $
79.8
(40.0)
5.3
1,840.1
408.1
(40.7)
29.2
(1.6)
499.0 $
(2.6)
2,234.1
PBF Energy
Company
LLC Equity
Noncontrolling
Interest in
PBF Holding
Noncontrolling
Interest in
PBFX
Total Equity
$
$
3,176.4 $
(1,792.9)
(36.3)
28.2
(1.3)
(0.1)
1,374.0 $
10.9 $
(0.3)
—
—
—
—
10.6 $
421.8 $
76.5
(46.8)
4.9
—
(0.9)
455.5 $
3,609.1
(1,716.7)
(83.1)
33.1
(1.3)
(1.0)
1,840.1
Comprehensive income (loss) includes net income (loss) and other comprehensive income (loss) arising from
activity related to the Company’s defined employee benefit plan and unrealized gain (loss) on available-for-sale
securities. The following table summarizes the allocation of total comprehensive income of PBF Energy
between the controlling and noncontrolling interests for the year ended December 31, 2022:
PBF Energy (in millions)
Net income
Other comprehensive income (loss):
Attributable to
PBF Energy Inc.
stockholders
Noncontrolling
Interests
Total
$
2,876.8 $
96.0 $
2,972.8
Unrealized loss on available for sale securities
Amortization of defined benefit plans unrecognized net
loss
Total other comprehensive income (loss)
Total comprehensive income
(2.5)
(16.3)
(18.8)
—
—
—
(2.5)
(16.3)
(18.8)
$
2,858.0 $
96.0 $
2,954.0
The following table summarizes the allocation of total comprehensive income of PBF Energy between the
controlling and noncontrolling interests for the year ended December 31, 2021:
PBF Energy (in millions)
Net income
Other comprehensive income (loss):
Attributable to
PBF Energy Inc.
stockholders
Noncontrolling
Interest
Total
$
231.0 $
84.5 $
315.5
Unrealized loss on available for sale securities
Amortization of defined benefit plans unrecognized net gain
Total other comprehensive income
Total comprehensive income
(0.7)
27.1
26.4
—
—
—
$
257.4 $
84.5 $
(0.7)
27.1
26.4
341.9
F- 57
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the allocation of total comprehensive income (loss) of PBF Energy between the
controlling and noncontrolling interests for the year ended December 31, 2020:
PBF Energy (in millions)
Net income (loss)
Other comprehensive income (loss):
Attributable to
PBF Energy Inc.
stockholders
Noncontrolling
Interest
Total
$
(1,392.4) $
59.1 $
(1,333.3)
Unrealized loss on available for sale securities
Amortization of defined benefit plans unrecognized net
loss
Total other comprehensive income (loss)
Total comprehensive income (loss)
(0.1)
(0.7)
(0.8)
—
—
—
(0.1)
(0.7)
(0.8)
$
(1,393.2) $
59.1 $
(1,334.1)
The following table summarizes the allocation of total comprehensive income of PBF LLC between the
controlling and noncontrolling interests for the year ended December 31, 2022:
PBF LLC (in millions)
Net income
Other comprehensive income (loss):
Attributable to
PBF LLC
Noncontrolling
Interests
Total
$
3,766.1 $
68.1 $
3,834.2
Unrealized loss on available for sale securities
Amortization of defined benefit plans unrecognized net
loss
Total other comprehensive income (loss)
Total comprehensive income
(2.5)
(22.2)
(24.7)
—
—
—
(2.5)
(22.2)
(24.7)
$
3,741.4 $
68.1 $
3,809.5
The following table summarizes the allocation of total comprehensive income of PBF LLC between the
controlling and noncontrolling interests for the year ended December 31, 2021:
PBF LLC (in millions)
Net income
Other comprehensive income (loss):
Attributable to
PBF LLC
Noncontrolling
Interest
Total
$
299.6 $
82.1 $
381.7
Unrealized loss on available for sale securities
Amortization of defined benefit plans unrecognized net
gain
Total other comprehensive income
Total comprehensive income
(0.7)
27.1
26.4
—
—
—
$
326.0 $
82.1 $
(0.7)
27.1
26.4
408.1
F- 58
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the allocation of total comprehensive income (loss) of PBF LLC between the
controlling and noncontrolling interests for the year ended December 31, 2020:
PBF LLC (in millions)
Net income (loss)
Other comprehensive income (loss):
Unrealized loss on available for sale securities
Amortization of defined benefit plans unrecognized net
gain
Total other comprehensive income
Total comprehensive income (loss)
16. STOCK-BASED COMPENSATION
Attributable to
PBF LLC
Noncontrolling
Interest
Total
$
(1,796.5) $
76.2 $
(1,720.3)
(0.1)
3.7
3.6
—
—
—
(0.1)
3.7
3.6
$
(1,792.9) $
76.2 $
(1,716.7)
The Company grants awards of PBF Energy Class A common stock and PBFX phantom units under its equity
incentive plans which authorize the granting of various stock and stock-related awards to directors, employees,
prospective employees and non-employees. Awards include non-qualified or incentive stock options, stock
appreciation rights, stock awards (including restricted stock) and phantom unit awards, cash awards and
performance awards that vest over a period determined by the plans.
Stock-based compensation expense included in general and administrative expenses consisted of the following:
(in millions)
PBF Energy options
PBF Energy restricted shares
PBF Energy performance awards
PBFX phantom units
PBF Energy options
Years Ended December 31,
2021
2022
2020
$
$
19.1 $
11.6
13.4
10.2
54.3 $
17.3 $
2.8
10.2
5.3
35.6 $
16.1
5.3
7.9
4.9
34.2
PBF Energy grants stock options which represent the right to purchase share of the Company’s common stock
at its fair market value, which is the closing price of PBF Energy’s common stock on the date of grant. Stock
options have a maximum term of ten years from the date they are granted, and vest over a requisite service
period of three years, or four years for grants prior to November 2020, subject to acceleration in certain
circumstances. The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock
options granted, which requires the input of subjective assumptions.
F- 59
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Black-Scholes option-pricing model values used to value stock option awards granted were determined
based on the following weighted average assumptions:
Expected life (in years)
Expected volatility
Dividend yield
Risk-free rate of return
Exercise price
Weighted average fair value per option
granted
December 31,
2022
December 31,
2021
December 31,
2020
6.00
87.6 %
0.00 %
3.24 %
29.16
21.68
$
$
6.00
83.8 %
0.00 %
1.37 %
13.91
9.84
$
$
6.08
69.1 %
1.41 %
0.81 %
13.58
5.49
$
$
The following table summarizes activity for PBF Energy options for 2022:
Stock-based awards, outstanding at January 1, 2022
Granted
Exercised
Forfeited
Outstanding at December 31, 2022
Exercisable and vested at December 31, 2022
Total expected to vest as of December 31, 2022
Number of
PBF Energy
Class A
Common
Stock Options
Weighted
Average
Exercise Price
24.48
15,049,759 $
22,000
(4,208,685)
(210,800)
10,652,274 $
7,826,241 $
10,652,274 $
29.16
24.54
22.65
24.50
27.01
24.50
Weighted
Average
Remaining
Contractual
Life
(in years)
6.51
10.00
—
—
5.96
5.26
5.96
At December 31, 2022, the total intrinsic value of stock options outstanding and exercisable were $173.5
million and $107.8 million, respectively. The total intrinsic value of stock options exercised during the years
ended December 31, 2022, 2021 and 2020 was $63.1 million, $0.4 million and $0.0 million, respectively.
Unrecognized compensation expense related to PBF Energy options at December 31, 2022 was $17.3 million,
which will be recognized from 2023 through 2025.
Restricted Stock Awards
The Company grants restricted stock to employees and non-employee directors. In general, restricted stock
granted to our employees vest over a requisite services period of three years, subject to acceleration in certain
circumstances. Restricted stock recipients who received grants subsequent to May 2017 have voting rights;
however, dividends are accrued and will be paid upon vesting. Restricted stock units granted to non-employee
directors are considered to vest immediately at the time of the grant for accounting purposes, as they are non-
forfeitable, but are issued in equal annual installments on each of the first three anniversaries of the grant date.
The non-vested shares are not transferable and are held by our transfer agent. The fair values of restricted stock
are equal to the market price of our common stock on the grant date.
F- 60
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes activity for PBF Energy restricted stock:
Nonvested at January 1, 2022
Granted
Vested
Forfeited
Nonvested at December 31, 2022
Number of
PBF Energy
Restricted Class A
Common Stock
Weighted Average
Grant Date
Fair Value
155,687 $
659,165
(109,402)
—
705,450 $
16.09
35.73
19.42
—
33.92
Unrecognized compensation expense related to PBF Energy Restricted Class A common stock at December 31,
2022 was $12.0 million, which will be recognized from 2023 through 2025.
The following table reflects activity related to our restricted stock:
December 31,
2022
December 31,
2021
December 31,
2020
Weighted-average grant-date fair value per
share of restricted stock granted
Fair value of restricted stock vested (in
millions)
$
$
35.73 $
16.13 $
3.3 $
3.1 $
9.82
4.2
Performance Awards
The Company grants performance share awards, which are paid in stock, and performance share unit awards,
which are paid in cash, (collectively, the “performance awards”) to certain key employees. Performance awards
granted to employees prior to November 1, 2020 are based on a three-year performance cycle (the "performance
cycle") with four measurement periods and performance awards granted to employees after November 1, 2020
are based on a three-year performance cycle having a single measurement period. The performance awards will
vest on the last day of the performance cycle, subject to forfeiture or acceleration under certain circumstances
set forth in the award agreement. The number of performance awards that will ultimately vest is based on the
Company’s total shareholder return over the performance cycle. The number of shares ultimately issued or cash
paid under these awards can range from zero to 200% of target award amounts.
Performance Share Unit Awards
The performance share unit awards are accounted for as equity awards, for which the fair value was determined
on the grant date by application of a Monte Carlo valuation model.
The grant date fair value was calculated using a Monte Carlo valuation model with the following assumptions:
December 31,
2022
December 31,
2021
December 31,
2020
2.89 - 3.14
39.88% - 82.63%
0.00% - 4.28%
0.26% - 1.34%
10.77
3.12
83.78%
0.00%
0.87%
18.73 $
Expected life (in years)
Expected volatility
Dividend yield
Risk-free rate of return
Weighted average grant-date fair value per PSU $
3.08
65.16 %
2.18 %
3.90 %
45.91
$
F- 61
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The risk-free interest rate for the remaining performance period as of the grant date is based on a linear
interpolation of published yields of traded U.S. Treasury Interest-Only STRIP Bonds. The dividend yield
assumption is based on the annualized most recent quarterly dividend divided by the stock price on the grant
date. The assumption for the expected volatility of the Company’s stock price reflects the average of PBF
Energy’s common stock historical and implied volatility.
The following table summarizes activity for PBF Energy performance share awards:
Nonvested at January 1, 2022
Granted
Vested
Forfeited
Nonvested at December 31, 2022
Number of
PBF Energy
Performance Share
Units (“PSU”)
Weighted Average
Grant Date
Fair Value
745,525 $
190,463
(37,784)
(111,678)
786,526 $
13.93
45.91
27.71
13.92
21.02
In 2022, 2021 and 2020, PSU’s with a fair value of $2.0 million, $1.8 million and $0.8 million, respectively,
were vested.
As of December 31, 2022, unrecognized compensation cost related to performance share unit awards was $13.3
million, which is expected to be recognized over a weighted average period of 2.55 years.
Performance Unit awards
The performance unit awards are dollar denominated with a target value of $1.00, with actual payout of up
to $2.00 per unit (or 200 percent of target). The performance unit awards are settled in cash based on the payout
amount determined at the end of the performance cycle. The Company accounts for the performance unit
awards as liability awards which the Company recorded at fair market value on the date of grant. Subsequently,
the performance unit awards will be marked-to-market at the end of each fiscal quarter by application of a
Monte Carlo simulation model.
The following table summarizes activity for PBF Energy performance unit awards:
Nonvested at January 1, 2022
Granted
Vested
Forfeited
Nonvested at December 31, 2022
Number of
PBF Energy
Performance Units
20,178,013
15,614,603
(1,231,770)
(3,105,896)
31,454,950
In 2022, 2021, and 2020, Performance Units with a fair value of $1.5 million, $5.2 million, and $3.2 million,
respectively, were vested.
As of December 31, 2022, unrecognized compensation cost related to performance unit awards was $21.5
million, which is expected to be recognized over a weighted average period of 2.28 years.
F- 62
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PBFX Phantom Units
PBFX GP’s Board of Directors adopted the PBF Logistics LP 2014 Long-Term Incentive Plan (the “PBFX
LTIP”) in connection with the completion of the PBFX Offering. The PBFX LTIP was for the benefit of
employees, consultants, service providers and non-employee directors of the general partner and its affiliates.
In the years ended December 31, 2022, 2021 and 2020, PBFX issued phantom unit awards under the PBFX
LTIP to certain directors, officers and employees of our general partner or its affiliates as compensation. The
fair value of each phantom unit on the grant date was equal to the market price of PBFX’s common unit on that
date. The estimated fair value of PBFX’s phantom units was amortized using the straight-line method over the
vesting period of four years, subject to acceleration if certain conditions were met.
In connection with the PBFX Merger Transaction, the Company accelerated the vesting of the 830,597
outstanding phantom units, which were settled by making a total cash payment of $16.9 million, which was
calculated using the prior day’s PBFX closing price of $20.39. In addition, the Company recognized all
remaining compensation costs.
A summary of PBFX’s unit award activity for the years ended December 31, 2022, 2021 and 2020 is set forth
below:
Nonvested at January 1, 2022
Granted
Vested
Forfeited
Nonvested at December 31, 2022
Number of
Phantom
Units
Weighted
Average
Grant Date
Fair Value
790,682 $
374,934
(1,151,866)
(13,750)
— $
14.30
15.18
14.58
14.43
—
The following table reflects activity related to our phantom units:
December 31,
2022
December 31,
2021
December 31,
2020
Weighted-average grant-date fair value per
phantom unit granted
Fair value of phantom unit vested (in millions)
$
$
15.18 $
14.50 $
22.2 $
4.6 $
8.14
3.2
The PBFX LTIP provided for the issuance of distribution equivalent rights (“DERs”) in connection with
phantom unit awards. A DER entitled the participant, upon vesting of the related phantom units, to a mandatory
cash payments equal to the product of the number of vested phantom unit awards and the cash distribution per
common unit paid by PBFX to its common unitholders. Cash payments made in connection with DERs were
charged to partners’ equity, accrued and paid upon vesting.
F- 63
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
17. EMPLOYEE BENEFIT PLANS
Defined Contribution Plan
The Company’s defined contribution plan covers all employees. Employees are eligible to participate as of the
first day of the month following 30 days of service. Participants can make basic contributions up to 50 percent
of their annual salary subject to IRS limits. The Company matches participants’ contributions at the rate of 200
percent of the first 3 percent of each participant’s total basic contribution based on the participant’s total annual
salary. The Company’s contribution to the qualified defined contribution plans was $33.4 million, $27.8 million
and $32.7 million for the years ended December 31, 2022, 2021 and 2020, respectively.
Defined Benefit and Post-Retirement Medical Plans
The Company sponsors a noncontributory defined benefit pension plan (the “Qualified Plan”) with a policy to
fund pension liabilities in accordance with the limits imposed by the Employee Retirement Income Security Act
of 1974 and Federal income tax laws. In addition, the Company sponsors a supplemental pension plan covering
certain employees, which provides incremental payments that would have been payable from the Company’s
principal pension plan, were it not for limitations imposed by income tax regulations (the “Supplemental Plan”).
The funded status is measured as the difference between plan assets at fair value and the projected benefit
obligation which is to be recognized in the Consolidated Balance Sheets. The plan assets and benefit obligations
are measured as of the Consolidated Balance Sheet date.
The non-union Delaware City employees and all Paulsboro, Toledo, Chalmette, Torrance and Martinez
employees became eligible to participate in the Company’s defined benefit plans as of the respective acquisition
dates. The union Delaware City employees became eligible to participate in the Company’s defined benefit
plans upon commencement of normal operations. The Company did not assume any of the employees’ pension
liability accrued prior to the respective acquisitions.
The Company formed the Post-Retirement Medical Plan on December 31, 2010 to provide health care coverage
continuation from date of retirement to age 65 for qualifying employees associated with the Paulsboro
acquisition. The Company credited the qualifying employees with their prior service under Valero Energy
Corporation which resulted in the recognition of a liability for the projected benefit obligation. The Post-
Retirement Medical Plan includes all corporate and refinery employees.
F- 64
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The changes in the benefit obligation, the changes in fair value of plan assets, and the funded status of the
Company’s Pension and Post-Retirement Medical Plans as of and for the years ended December 31, 2022 and
2021 were as follows:
(in millions)
Change in benefit obligation:
Benefit obligation at beginning of year
Service cost
Interest cost
Plan amendments
Benefit payments
Actuarial 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
Pension Plans
Post-Retirement
Medical Plan
2022
2021
2022
2021
$
353.3 $
329.3 $
18.2 $
22.0
55.6
7.9
—
(18.9)
(40.9)
57.5
5.3
—
(31.2)
(7.6)
0.8
0.3
—
(1.4)
(4.0)
357.0 $
353.3 $
13.9 $
306.3 $
255.8 $
— $
(51.0)
(18.9)
37.8
27.7
(31.2)
54.0
—
(1.4)
1.4
274.2 $
306.3 $
— $
274.2 $
306.3 $
— $
357.0
353.3
13.9
1.1
0.3
—
(1.2)
(4.0)
18.2
—
—
(1.2)
1.2
—
—
18.2
(82.8) $
(47.0) $
(13.9) $
(18.2)
$
$
$
$
$
The accumulated benefit obligation for the defined benefit plans approximated $321.0 million and $298.9
million at December 31, 2022 and 2021, respectively.
Benefit payments, which reflect expected future services that the Company expects to pay are as follows for the
years ended December 31:
(in millions)
2023
2024
2025
2026
2027
Years 2028-2032
Pension Benefits
Post-Retirement
Medical Plan
$
25.7 $
21.3
26.0
29.4
33.0
207.8
1.7
1.5
1.5
1.5
1.4
6.3
The Company’s funding policy for its defined benefit plans is to contribute amounts sufficient to meet legal
funding requirements, plus any additional amounts that may be appropriate considering the funded status of the
plans, tax consequences, the cash flow generated by the Company and other factors. The Company plans to
contribute approximately $33.6 million to the Company’s Pension Plans during 2023.
F- 65
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of net periodic benefit cost were as follows for the years ended December 31, 2022, 2021 and
2020:
(in millions)
Components of net periodic
benefit cost:
Service cost
Interest cost
Expected return on plan
assets
Amortization of prior
service cost and actuarial
loss
Pension Benefits
2021
2022
2020
2022
Post-Retirement
Medical Plan
2021
2020
$
55.6 $
57.5 $
59.0 $
0.8 $
1.1 $
7.9
5.3
6.9
(17.5)
(14.2)
(12.5)
0.1
0.1
0.3
0.3
—
0.4
0.3
—
0.7
Net periodic benefit cost
$
46.1 $
48.7 $
53.7 $
1.5 $
2.1 $
1.0
0.4
—
0.6
2.0
Lump sum payments made by the Supplemental Plan to employees retiring in 2022, 2021, and 2020 did not
exceed the Plan’s total service and interest costs expected for those years.
The pre-tax amounts recognized in other comprehensive (income) loss for the years ended December 31, 2022,
2021 and 2020 were as follows:
(in millions)
Prior service costs
Net actuarial loss (gain)
Amortization of losses and prior
service cost
Total changes in other
comprehensive (income) loss
Pension Benefits
2021
2022
2020
2022
Post-Retirement
Medical Plan
2021
2020
$
— $
— $
— $
— $
— $
27.6
(21.1)
(0.1)
(0.1)
(5.9)
(0.3)
(4.0)
(0.4)
(4.0)
(0.7)
1.8
1.9
(0.6)
$
27.5 $
(21.2) $
(6.2) $
(4.4) $
(4.7) $
3.1
The pre-tax amounts in accumulated other comprehensive income (loss) as of December 31, 2022, and 2021
that have not yet been recognized as components of net periodic costs were as follows:
(in millions)
Prior service costs
Net actuarial (loss) gain
Total
Pension Benefits
2022
2021
Post-Retirement
Medical Plan
2022
2021
$
$
(0.5) $
(0.5) $
(3.5) $
(14.8)
12.7
11.4
(15.3) $
12.2 $
7.9 $
(4.3)
7.8
3.5
The weighted average assumptions used to determine the benefit obligations as of December 31, 2022, and
2021 were as follows:
Discount rate - benefit
obligations
Rate of compensation increase
Qualified Plan
2022
2021
Supplemental Plan
2021
2022
Post-
Retirement Medical Plan
2022
2021
5.22 %
2.78 %
5.24 %
2.73 %
5.15 %
2.46 %
4.27 %
4.26 %
4.50 %
4.50 %
—
—
F- 66
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The weighted average assumptions used to determine the net periodic benefit costs for the years ended
December 31, 2022, 2021 and 2020 were as follows:
Qualified Plan
2021
2020
2022
Supplemental Plan
2021
2020
2022
Post-
Retirement Medical Plan
2020
2021
2022
Discount rates:
Effective rate for service
cost
Effective rate for interest
cost
Effective rate for interest on
service cost
Cash balance interest credit
rate
Expected long-term rate of
return on plan assets
Rate of compensation
increase
2.80% 2.40% 2.94% 2.73% 2.26% 2.79% 2.80%
2.35% 2.86%
2.33% 1.74% 2.50% 2.24% 1.53% 2.33% 1.91%
1.28% 2.21%
2.45% 1.92% 2.59% 2.29% 1.75% 2.42% 2.65%
2.11% 2.68%
2.06% 1.57% 2.19% 2.06% 1.57% 2.19%
N/A
5.50% 5.25% 5.75%
N/A
4.26% 4.28% 4.28% 4.50% 4.50% 4.50%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
The assumed health care cost trend rates as of December 31, 2022 and 2021 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 reaches the ultimate trend rate
Post-Retirement
Medical Plan
2022
2021
6.4 %
4.0 %
2046
5.2 %
4.0 %
2046
F- 67
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The table below presents the fair values of the assets of the Company’s Qualified Plan as of December 31, 2022
and 2021 by level of fair value hierarchy. Assets consist of collective trusts and are measured at fair value based
on the closing net asset value (“NAV”) as determined by the fund manager and reported daily. As noted above,
the Company’s post-retirement medical plan is funded on a pay-as-you-go basis and has no assets.
(in millions)
Equities:
Domestic equities
Developed international equities
Global low volatility equities
Emerging market equities
Fixed-income
Real Estate
Cash and cash equivalents
Total
Fair Value Measurements Using
NAV as Practical Expedient
December 31,
2022
2021
$
$
73.0 $
34.9
18.4
20.8
106.2
18.9
2.0
274.2 $
73.9
37.7
24.1
24.8
121.6
23.2
1.0
306.3
The Company’s investment strategy for its Qualified Plan is to achieve a reasonable return on assets that
supports the plan’s interest credit rating, subject to a moderate level of portfolio risk that provides liquidity.
Consistent with these financial objectives as of December 31, 2022, the plan’s target allocations for plan assets
are 54% invested in equity securities, 40% fixed income investments and 6% in real estate. Equity securities
include international stocks and a blend of U.S. growth and value stocks of various sizes of capitalization. Fixed
income securities include bonds and notes issued by the U.S. government and its agencies, corporate bonds, and
mortgage-backed securities. The aggregate asset allocation is reviewed on an annual basis.
The overall expected long-term rate of return on plan assets for the Qualified Plan is based on the Company’s
view of long-term expectations and asset mix.
F- 68
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
18. REVENUES
Revenue Recognition
In accordance with FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenue is
recognized when control of the promised goods or services is transferred to the Company’s customers, in an
amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods
or services.
As described in “Note 20 - Segment Information”, the Company’s business consists of the Refining Segment
and Logistic Segment. The following table provides information relating to the Company’s revenues for each
product or group of similar products for the periods presented.
(in millions)
Refining Segment:
Gasoline and distillates
Asphalt and blackoils
Feedstocks and other
Chemicals
Lubricants
Total Refining Revenue
Logistics Segment:
Logistics Revenue
Total revenue prior to eliminations
Elimination of intercompany revenue
Total Revenues
Year Ended December 31,
2021
2020
2022
$
41,465.0 $
23,489.5 $
12,799.4
2,123.8
1,863.0
903.8
425.0
1,217.8
1,310.1
889.8
294.8
777.9
935.5
351.5
180.7
$
46,780.6 $
27,202.0 $
15,045.0
369.3
47,149.9
355.5
27,557.5
(319.6)
(304.1)
46,830.3
27,253.4
360.3
15,405.3
(289.4)
15,115.9
The majority of the Company’s revenues are generated from the sale of refined products. These revenues are
largely based on the current spot (market) prices of the products sold, which represent consideration specifically
allocable to the products being sold on a given day, and the Company recognizes those revenues upon delivery
and transfer of title to the products to our customers. The time at which delivery and transfer of title occurs is
the point when the Company’s control of the products is transferred to the Company’s customers and when its
performance obligation to its customers is fulfilled. Delivery and transfer of title are specifically agreed to
between the Company and customers within the contracts. The Company also has contracts which contain fixed
pricing, tiered pricing, minimum volume features with makeup periods, or other factors that have not materially
been affected by ASC 606.
The Company’s Logistics segment revenues are generated by charging fees for crude oil and refined products
terminaling, storage and pipeline services based on the greater of contractual minimum volume commitments,
as applicable, or the delivery of actual volumes based on contractual rates applied to throughput or storage
volumes. A majority of the Company’s logistics revenues are generated by intercompany transactions and are
eliminated in consolidation.
F- 69
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred Revenue
The Company records deferred revenue when cash payments are received or are due in advance of performance,
including amounts which are refundable. Deferred revenue was $40.6 million and $42.7 million as of
December 31, 2022 and December 31, 2021, respectively. Fluctuations in the deferred revenue balance are
primarily driven by the timing and extent of cash payments received or due in advance of satisfying the
Company’s performance obligations.
The Company’s payment terms vary by type and location of customers and the products offered. The period
between invoicing and when payment is due is not significant (i.e. generally within two months). For certain
products or services and customer types, the Company requires payment before the products or services are
delivered to the customer.
Significant Judgment and Practical Expedients
For performance obligations related to sales of products, the Company has determined that customers are able to
direct the use of, and obtain substantially all of the benefits from, the products at the point in time that the
products are delivered. The Company has determined that the transfer of control upon delivery to the customer’s
requested destination accurately depicts the transfer of goods. Upon the delivery of the products and transfer of
control, the Company generally has the present right to payment and the customers bear the risks and rewards of
ownership of the products. The Company has elected the practical expedient to not disclose the value of
unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii)
contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for
services performed.
F- 70
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
19. INCOME TAXES
PBF Energy is required to file federal and applicable state corporate income tax returns and recognizes income
taxes on its pre-tax income, which to-date has consisted primarily of its share of PBF LLC’s pre-tax income (see
“Note 14 - Stockholders’ and Members’ Equity Structure”). PBF LLC is organized as a limited liability
company and PBFX is a partnership, both of which are treated as “flow-through” entities for federal income tax
purposes and therefore are not subject to income taxes apart from the income tax attributable to the two
subsidiaries acquired in connection with the acquisition of Chalmette Refining and PBF Holding’s wholly-
owned Canadian subsidiary, PBF Energy Limited, that are treated as C-Corporations for income tax purposes,
with the tax provision calculated based on the effective tax rate for the periods presented.
Valuation Allowance
The Company assesses the available positive and negative evidence to estimate whether sufficient future taxable
income will be generated to permit use of existing deferred tax assets. Negative evidence evaluated as part of
this assessment includes cumulative losses incurred over a three-year period. Such objective evidence could
limit PBF Energy’s ability to consider other subjective evidence, such as PBF Energy’s projections for future
taxable income as market conditions, commodity prices and demand for refined products normalize.
On the basis of this evaluation, a valuation allowance is recorded to recognize only the portion of deferred tax
assets that are more likely than not to be realized. The amount of the deferred tax assets considered realizable,
however, could be adjusted if estimates of future taxable income during the carryover period are reduced or
increased or if objective negative evidence in the form of cumulative losses is no longer present and additional
weight is given to subjective evidence such as PBF Energy’s projections for future taxable income.
During the current year, the Company evaluated all available positive and negative evidence and determined
that the $308.5 million valuation allowance, as of December 31, 2021, associated with deferred tax assets
should be released because the Company believed that it had become more likely than not that the deferred tax
assets would be realized. In the Company' s evaluation of the need for and amount of a valuation allowance on
its deferred tax assets, the Company placed the most weight on objectively verifiable direct evidence, including
its recent and historical operating results and the significant improvement in its operating profitability. The
specific positive factors and evidence considered in the realizability of its deferred tax assets included the
cumulative pre-tax income that the Company generated over the past three-year period. This resulted in the
release of the full valuation allowance in the year ended December 31, 2022.
Inflation Reduction Act
On August 16, 2022, the Inflation Reduction Act (“IRA”) was enacted and signed into law in the United States.
The IRA is a budget reconciliation package that includes significant law changes relating to tax, climate change,
energy, and health care. The tax provisions include, among other items, a corporate alternative minimum tax of
15%, an excise tax of 1% on certain corporate stock buy-backs, energy-related tax credits and incentives, and
additional IRS funding. The Company does not expect the tax provisions of the IRA to have a material impact
on our Consolidated Financial Statements.
F- 71
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The income tax provision in the PBF Energy Consolidated Statements of Operations consists of the following:
(in millions)
Current expense (benefit):
Federal
Foreign
State
Total current
Deferred expense (benefit):
Federal
Foreign
State
Total deferred
Total provision for income taxes
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
$
$
75.8
0.3
88.5
164.6
379.9
(0.9)
41.2
420.2
584.8
$
$
0.3
—
0.1
0.4
19.1
(13.1)
5.7
11.7
12.1
$
(1.7)
—
2.2
0.5
(6.6)
5.4
2.8
1.6
2.1
The difference between 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
Rate differential from foreign jurisdictions
Provision to return adjustment
Adjustment to deferred tax assets and
liabilities for change in tax rates
Deferred tax asset valuation allowance
Other
Effective tax rate
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
21.0 %
21.0 %
21.0 %
4.9 %
(0.4) %
— %
— %
(0.2) %
(8.9) %
0.5 %
16.9 %
4.9 %
0.9 %
(0.4) %
(0.1) %
2.2 %
(23.2) %
(0.3) %
5.0 %
5.6 %
(0.1) %
— %
(0.1) %
0.1 %
(25.8) %
(0.9) %
(0.2) %
PBF Energy’s effective income tax rate for the years ended December 31, 2022, 2021 and 2020, including the
impact of income attributable to noncontrolling interests of $96.0 million, $84.5 million and $59.1 million,
respectively, was 16.4%, 3.7% and (0.2)%, respectively.
For the years ended December 31, 2022, 2021 and 2020 the difference between the United States statutory rate
and PBF Energy’s effective tax rate was primarily attributable to the changes in the deferred tax asset valuation
allowance noted above.
F- 72
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For financial reporting purposes, income (loss) before income taxes attributable to PBF Energy Inc.
stockholders includes the following components:
(in millions)
United States income (loss)
Foreign income (loss)
Total income (loss) before income taxes attributable to PBF
Energy Inc. stockholders
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
3,464.2
$
296.4
$
(1,413.0)
(2.6)
(53.3)
22.7
$
3,461.6
$
243.1
$
(1,390.3)
A summary of the components of PBF Energy’s deferred tax assets and deferred tax liabilities consists of the
following:
(in millions)
Deferred tax assets
Purchase interest step-up
Pension, employee benefits and compensation
Net operating loss carry forwards
Environmental liabilities
Lease liabilities
Interest expense limitation carry forwards
Other
Total deferred tax assets
Valuation allowance
Total deferred tax assets, net
Deferred tax liabilities
Property, plant and equipment
Inventory
Right of use assets
Other
Total deferred tax liabilities
Net deferred tax asset/(liability)
December 31, 2022 December 31, 2021
$
191.4 $
102.8
115.9
36.4
284.1
—
54.7
785.3
—
785.3
968.3
67.6
283.2
1.6
$
1,320.7
(535.4) $
141.2
63.7
600.0
99.7
308.7
104.4
41.1
1,358.8
(308.5)
1,050.3
825.0
23.1
308.7
4.9
1,161.7
(111.4)
As of December 31, 2022, PBF Energy has federal and state income tax net operating loss carry forwards of
$479.3 million and $22.6 million, respectively. The portion of the federal net operating loss carry forward that
was generated in years prior to 2019 was utilized in 2022. The federal net operating loss has an indefinite carry
forward period and can be used to offset 80% of taxable income in future years. The state net operating loss
carry forwards expire at various dates from 2025 through 2041 with certain jurisdictions having indefinite net
operating loss carry forward periods.
F- 73
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The reported income tax expense (benefit) in the PBF LLC Consolidated Statements of Operations consists of
the following:
(in millions)
Current income tax expense (benefit)
Deferred income tax (benefit) expense
Total income tax expense (benefit)
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
$
7.8
$
(3.2)
4.6
$
0.5
$
(14.5)
(14.0) $
(1.2)
7.3
6.1
Income tax years that remain subject to examination by material jurisdictions, where an examination has not
already concluded are all years including and subsequent to:
United States
Federal
New Jersey
Michigan
Delaware
Indiana
Pennsylvania
New York
Louisiana
California
The Company does not have any unrecognized tax benefits.
2019
2018
2018
2019
2019
2019
2019
2019
2018
F- 74
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
20. SEGMENT INFORMATION
The Company’s operations are organized into two reportable segments, Refining and Logistics. Operations that
are not included in the Refining or Logistics segments are included in Corporate. Intersegment transactions are
eliminated in the Consolidated Financial Statements and are included in the Eliminations column below.
Refining
The Company’s Refining segment includes the operations of its six refineries, including certain related logistics
assets that are not owned by PBFX. The Company’s refineries are located in Delaware City, Delaware,
Paulsboro, New Jersey, Toledo, Ohio, Chalmette, Louisiana, Torrance, California and Martinez, California. The
refineries produce unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other
petroleum products in the United States. The Company purchases crude oil, other feedstocks and blending
components from various third-party suppliers. The Company sells products throughout the Northeast, Midwest,
Gulf Coast and West Coast of the United States, as well as in other regions of the United States, Canada and
Mexico, and is able to ship products to other international destinations.
Logistics
The Company’s Logistics segment is comprised of PBFX, a partnership, formed to own or lease, operate,
develop and acquire crude oil and refined products terminals, pipelines, storage facilities and similar logistics
assets. PBFX’s assets primarily consist of rail and truck terminals and unloading racks, tank farms and pipelines
that were acquired from or contributed by PBF LLC and are located at, or nearby, the Company’s refineries.
PBFX provides various rail, truck and marine terminaling services, pipeline transportation services and storage
services to PBF Holding and/or its subsidiaries and third-party customers through fee-based commercial
agreements. PBFX currently does not generate significant third-party revenues and intersegment related-party
revenues are eliminated in consolidation. From a PBF Energy and PBF LLC perspective, the Company’s chief
operating decision maker evaluates the Logistics segment as a whole without regard to any of PBFX’s
individual operating segments.
The Company evaluates the performance of its segments based primarily on income from operations. Income
from operations includes those revenues and expenses that are directly attributable to management of the
respective segment. The Logistics segment’s revenues include intersegment transactions with the Company’s
Refining segment at prices the Company believes are substantially equivalent to the prices that could have been
negotiated with unaffiliated parties with respect to similar services. Activities of the Company’s business that
are not included in the two operating segments are included in Corporate. Such activities consist primarily of
corporate staff operations and other items that are not specific to the normal operations of the two operating
segments. The Company does not allocate non-operating income and expense items, including income taxes, to
the individual segments. The Refining segment’s operating subsidiaries and PBFX are primarily pass-through
entities with respect to income taxes.
Total assets of each segment consist of property, plant and equipment, inventories, cash and cash equivalents,
accounts receivable and other assets directly associated with the segment’s operations. Corporate assets consist
primarily of non-operating property, plant and equipment and other assets not directly related to the Company’s
refinery and logistics operations.
Disclosures regarding the Company’s reportable segments with reconciliations to consolidated totals for the
years ended December 31, 2022, 2021 and 2020 are presented below. In connection with certain contributions
by PBF LLC to PBFX, the accompanying segment information is retrospectively adjusted to include the
historical results of those assets in the Logistics segment for all periods presented prior to such contributions, as
applicable.
F- 75
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended December 31, 2022
PBF Energy (in millions)
Refining
Logistics
Corporate
Eliminations
Consolidated Total
Revenues
$
Depreciation and amortization expense
Income (loss) from operations
Interest expense, net
Capital expenditures
46,780.6 $
369.3 $
466.9
4,466.4
10.9
994.9
36.7
183.7
39.5
7.9
—
7.5
(496.9)
195.6
8.1
$
(319.6) $
46,830.3
—
—
—
—
511.1
4,153.2
246.0
1,010.9
Year Ended December 31, 2021
Revenues
$
Depreciation and amortization expense
Income (loss) from operations
Interest expense, net
Capital expenditures
Refining
Logistics
Corporate
Eliminations
Consolidated Total
27,202.0 $
355.5 $
— $
(304.1) $
27,253.4
415.7
673.1
8.8
381.8
37.8
195.4
42.1
8.6
13.3
(271.3)
266.6
5.3
—
—
—
—
466.8
597.2
317.5
395.7
Year Ended December 31, 2020
Refining
Logistics
Corporate
Eliminations
Consolidated Total
Revenues
$
Depreciation and amortization expense
Income (loss) from operations
Interest expense, net
Capital expenditures (1)
15,045.0 $
360.3 $
— $
(289.4) $
498.0
(1,450.4)
1.7
1,546.6
53.7
195.3
47.9
12.3
11.3
(161.7)
208.6
10.7
—
—
—
—
15,115.9
563.0
(1,416.8)
258.2
1,569.6
Total assets
$
12,587.9 $
863.1 $
136.3 $
(38.2) $
13,549.1
Refining
Logistics
Corporate
Eliminations
Consolidated Total
Balance at December 31, 2022
Total assets
$
10,753.3 $
901.3 $
48.5 $
(61.7) $
11,641.4
Refining
Logistics
Corporate
Eliminations
Consolidated Total
Balance at December 31, 2021
Year Ended December 31, 2022
PBF LLC (in millions)
Refining
Logistics
Corporate
Eliminations
Consolidated Total
Revenues
$
Depreciation and amortization expense
Income (loss) from operations
Interest expense, net
Capital expenditures
46,780.6 $
369.3 $
466.9
4,466.4
10.9
994.9
36.7
183.7
39.5
7.9
—
7.5
(494.8)
206.8
8.1
$
(319.6) $
46,830.3
—
—
—
—
511.1
4,155.3
257.2
1,010.9
Year Ended December 31, 2021
Revenues
$
Depreciation and amortization expense
Income (loss) from operations
Interest expense, net
Capital expenditures
Refining
Logistics
Corporate
Eliminations
Consolidated Total
27,202.0 $
355.5 $
— $
(304.1) $
27,253.4
415.7
673.1
8.8
381.8
37.8
195.4
42.1
8.6
13.3
(269.2)
276.9
5.3
—
—
—
—
466.8
599.3
327.8
395.7
F- 76
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended December 31, 2020
Revenues
$
Depreciation and amortization expense
Income (loss) from operations
Interest expense, net
Capital expenditures (1)
Refining
Logistics
Corporate
Eliminations
Consolidated Total
15,045.0 $
360.3 $
— $
(289.4) $
498.0
(1,450.4)
1.7
1,546.6
53.7
195.3
47.9
12.3
11.3
(160.9)
218.9
10.7
—
—
—
—
15,115.9
563.0
(1,416.0)
268.5
1,569.6
Total assets
$
12,587.9 $
863.1 $
134.5 $
(38.2) $
13,547.3
Refining
Logistics
Corporate
Eliminations
Consolidated Total
Balance at December 31, 2022
Total assets
$
10,753.3 $
901.3 $
46.8 $
(61.7) $
11,639.7
Refining
Logistics
Corporate
Eliminations
Consolidated Total
Balance at December 31, 2021
(1)
The Refining segment includes capital expenditures of $1,176.2 million for the acquisition of the Martinez
refinery in the first quarter of 2020.
F- 77
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
21. NET INCOME PER SHARE OF PBF ENERGY
The following table sets forth the computation of basic and diluted net income per share of PBF Energy Class A
common stock attributable to PBF Energy for the periods presented:
(in millions, except share and per share amounts)
Year Ended December 31,
Basic Earnings Per Share:
Allocation of earnings:
Net income (loss) attributable to PBF Energy Inc.
stockholders
Less: Income allocated to participating securities
Income (loss) available to PBF Energy Inc. stockholders -
basic
Denominator for basic net income (loss) per PBF Energy
Class A common share-weighted average shares
Basic net income (loss) attributable to PBF Energy per
Class A common share
$
$
$
2022
2021
2020
2,876.8
$
231.0
$
(1,392.4)
—
—
0.1
2,876.8
$
231.0
$
(1,392.5)
122,598,076
120,240,009
119,617,998
23.47
$
1.92
$
(11.64)
Diluted Earnings Per Share:
Numerator:
Income (loss) available to PBF Energy Inc. stockholders -
basic
$
2,876.8
$
231.0
$
(1,392.5)
Plus: Net income (loss) attributable to noncontrolling
interest (1)
Less: Income tax (expense) benefit on net income (loss)
attributable to noncontrolling interest (1)
Numerator for diluted net income (loss) per Class A
common share - net income (loss) attributable to PBF
Energy Inc. stockholders (1)
Denominator (1):
Denominator for basic net income (loss) per PBF Energy
Class A common share-weighted average shares
Effect of dilutive securities:
Conversion of PBF LLC Series A Units
Common stock equivalents (2)
27.9
(7.2)
2.4
(0.6)
(17.1)
4.6
$
2,897.5
$
232.8
$
(1,405.0)
122,598,076
120,240,009
119,617,998
917,991
3,344,039
988,730
1,409,415
1,042,667
—
Denominator for diluted net income (loss) per PBF Energy
Class A common share-adjusted weighted average shares
126,860,106
122,638,154
120,660,665
Diluted net income (loss) attributable to PBF Energy Inc.
stockholders per Class A common share
$
22.84
$
1.90
$
(11.64)
F- 78
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
——————————
(1)
The diluted earnings per share calculation generally assumes the conversion of all outstanding PBF
LLC Series A Units to PBF Energy Class A common stock. The net income (loss) attributable to
PBF Energy, used in the numerator of the diluted earnings per share calculation is adjusted to
reflect the net income (loss), as well as the corresponding income tax expense (benefit) (based on a
25.9%, 25.9% and 26.6% annualized statutory corporate tax rate for the years ended December 31,
2022, 2021 and 2020, respectively) attributable to the converted units.
(2)
Represents an adjustment to weighted-average diluted shares outstanding to assume the full
exchange of common stock equivalents, including options and warrants for PBF LLC Series A
Units and PSUs and options for shares of PBF Energy Class A common stock as calculated under
the treasury stock method (to the extent the impact of such exchange would not be anti-dilutive).
Common stock equivalents exclude the effects of performance share units and options and warrants
to purchase 3,877,035, 12,568,275 and 14,446,894 shares of PBF Energy Class A common stock
and PBF LLC Series A units because they are anti-dilutive for the years ended December 31, 2022,
2021 and 2020, respectively. For periods showing a net loss, all common stock equivalents and
unvested restricted stock are considered anti-dilutive.
F- 79
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
22. FAIR VALUE MEASUREMENTS
The tables below present information about the Company’s financial assets and liabilities measured and
recorded at fair value on a recurring basis and indicate the fair value hierarchy of the inputs utilized to
determine the fair values as of December 31, 2022 and 2021.
The Company has elected to offset the fair value amounts recognized for multiple derivative contracts executed
with the same counterparty; however, fair value amounts by hierarchy level are presented on a gross basis in the
tables below. The Company has posted cash margin with various counterparties to support hedging and trading
activities. The cash margin posted is required by counterparties as collateral deposits and cannot be offset
against the fair value of open contracts except in the event of default. The Company has no derivative contracts
that are subject to master netting arrangements that are reflected gross on the Consolidated Balance Sheets.
(in millions)
Assets:
Liabilities:
(in millions)
Assets:
Liabilities:
As of December 31, 2022
Fair Value Hierarchy
Level 1
Level 2
Level 3
Total
Gross Fair
Value
Effect of
Counter-
party
Netting
Net
Carrying
Value on
Balance
Sheet
Money market funds
$
110.0 $
— $
— $
110.0
N/A $
110.0
Commodity contracts
33.8
15.7
—
49.5
(35.6)
13.9
Derivatives included within
inventory intermediation
agreement obligations
Commodity contracts
Catalyst obligations
Renewable energy credit and
emissions obligations
Contingent consideration
obligation
—
25.1
11.8
4.0
1,361.1
20.6
—
—
—
—
3.2
—
—
25.1
35.6
4.0
1,361.1
—
25.1
(35.6)
—
—
—
—
4.0
1,361.1
147.3
—
147.3
147.3
As of December 31, 2021
Fair Value Hierarchy
Level 1
Level 2
Level 3
Total
Gross Fair
Value
Effect of
Counter-
party
Netting
Net
Carrying
Value on
Balance
Sheet
Money market funds
$
270.1 $
— $
— $
270.1
N/A $
270.1
Commodity contracts
71.5
—
Derivatives included within
inventory intermediation
agreement obligations
Commodity contracts
Catalyst obligations
Renewable energy credit and
emissions obligations
Contingent consideration
obligation
—
19.7
3.8
58.4
953.9
79.7
—
—
—
—
—
—
—
—
71.5
(71.5)
—
19.7
83.5
58.4
953.9
—
(71.5)
—
19.7
12.0
58.4
953.9
—
32.3
32.3
—
32.3
F- 80
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The valuation methods used to measure financial instruments at fair value are as follows:
• Money market funds categorized in Level 1 of the fair value hierarchy are measured at fair value based
•
•
•
on quoted market prices and included within Cash and cash equivalents.
The commodity contracts categorized in Level 1 of the fair value hierarchy are measured at fair value
based on quoted prices in an active market. The commodity contracts categorized in Level 2 of the fair
value hierarchy are measured at fair value using a market approach based upon future commodity
prices for similar instruments quoted in active markets.
The derivatives included with inventory intermediation agreement obligations and the catalyst
obligations are categorized in Level 2 of the fair value hierarchy and are measured at fair value using a
market approach based upon commodity prices for similar instruments quoted in active markets.
Renewable energy credit and emissions obligations primarily represent our liability for the purchase of
(i) biofuel credits (primarily RINs in the U.S.) needed to satisfy our obligation to blend biofuels into
the products we produce and (ii) emission credits under the AB 32 and similar programs (collectively,
the cap-and-trade systems). To the degree we are unable to blend biofuels (such as ethanol and
biodiesel) at percentages required under the biofuel programs, we must purchase biofuel credits to
comply with these programs. Under the cap-and-trade systems, we must purchase emission credits to
comply with these systems. The liability for environmental credits is in part based on our deficit for
such credits as of the balance sheet date, if any, after considering any credits acquired or under
contract, and is equal to the product of the credits deficit and the market price of these credits as of the
balance sheet date. The environmental credit obligations are categorized in Level 2 of the fair value
hierarchy and are measured at fair value using a market approach based on quoted prices from an
independent pricing service.
• When applicable, commodity contracts categorized in Level 3 of the fair value hierarchy consist of
commodity price swap contracts that relate to forecasted purchases of crude oil for which quoted
forward market prices are not readily available due to market illiquidity. The forward prices used to
value these swaps are derived using broker quotes, prices from other third-party sources and other
available market based data.
The contingent consideration obligation at December 31, 2022 is categorized in Level 3 of the fair
value hierarchy and is estimated using discounted cash flow models based on management’s estimate
of the future cash flows related to the earn-out periods.
•
Non-qualified pension plan assets are measured at fair value using a market approach based on published net
asset values of mutual funds as a practical expedient. As of December 31, 2022 and 2021, $18.6 million and
$20.7 million, respectively, were included within Deferred charges and other assets, net for these non-qualified
pension plan assets.
The table below summarizes the changes in fair value measurements categorized in Level 3 of the fair value
hierarchy, which primarily includes the change in estimated future earnings related to the Martinez Contingent
Consideration:
(in millions)
Balance at beginning of period
Additions
Settlements
Unrealized loss included in earnings
Balance at end of period
$
$
Year Ended December 31,
2022
2021
32.3 $
—
(18.1)
136.3
150.5 $
12.1
—
(12.2)
32.4
32.3
There were no transfers between levels during the years ended December 31, 2022 and 2021, respectively.
F- 81
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fair value of debt
The table below summarizes the carrying value and fair value of debt as of December 31, 2022 and 2021.
(in millions)
2025 Senior Secured Notes (a)
2028 Senior Notes (a)
2025 Senior Notes (a)
PBFX 2023 Senior Notes (a)
Revolving Credit Facility (b)
PBFX Revolving Credit Facility (b)
Catalyst financing arrangements (c)
Less - Current debt
Unamortized premium
Less - Unamortized deferred financing
costs
Long-term debt
_________________________
December 31, 2022
December 31, 2021
Carrying
value
Fair
value
Carrying
value
Fair
value
$
—
801.6
664.5
525.0
—
—
4.0
1,995.1
(524.2)
0.2
(36.2)
$
— $
703.7
656.0
525.1
—
—
4.0
1,888.8
(524.2)
n/a
$
1,250.0
826.5
669.5
525.0
900.0
100.0
58.4
4,329.4
—
1.4
1,192.7
520.9
475.9
513.7
900.0
100.0
58.4
3,761.6
—
n/a
n/a
(35.0)
n/a
$
1,434.9
$
1,364.6 $
4,295.8
$
3,761.6
(a) The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of
future expected payments utilizing implied current market interest rates based on quoted prices of the
outstanding senior notes.
(b) The estimated fair value approximates carrying value, categorized as a Level 2 measurement, as these
borrowings bear interest based upon short-term floating market interest rates.
(c) Catalyst financing arrangements are valued using a market approach based upon commodity prices for
similar instruments quoted in active markets and are categorized as a Level 2 measurement. The Company has
elected the fair value option for accounting for its catalyst repurchase obligations as the Company’s liability is
directly impacted by the change in fair value of the underlying catalyst.
F- 82
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
23. DERIVATIVES
The Company uses derivative instruments to mitigate certain exposures to commodity price risk. The Company
entered into the Third Inventory Intermediation Agreement that contain purchase obligations for certain
volumes of crude oil, intermediates and refined products. The purchase obligations related to crude oil,
intermediates and refined products under these agreements are derivative instruments that have been designated
as fair value hedges in order to hedge the commodity price volatility of certain refinery inventory. The fair value
of these purchase obligation derivatives is based on market prices of the underlying crude oil, intermediates and
refined products. The level of activity for these derivatives is based on the level of operating inventories.
As of December 31, 2022, there were 1,945,994 barrels of crude oil and feedstocks (2,081,783 barrels at
December 31, 2021) outstanding under these derivative instruments designated as fair value hedges. As of
December 31, 2022, there were 780,734 barrels of intermediates and refined products (2,070,550 barrels at
December 31, 2021) outstanding under these derivative instruments designated as fair value hedges. These
volumes represent the notional value of the contract.
The Company also enters into economic hedges primarily consisting of commodity derivative contracts that are
not designated as hedges and are used to manage price volatility in certain crude oil and feedstock inventories as
well as crude oil, feedstock, and refined product sales or purchases. The objective in entering into economic
hedges is consistent with the objectives discussed above for fair value hedges. As of December 31, 2022, there
were 17,890,000 barrels of crude oil and 12,175,200 barrels of refined products (36,246,000 and 5,819,000,
respectively, as of December 31, 2021), outstanding under short and long term commodity derivative contracts
not designated as hedges representing the notional value of the contracts.
The Company also uses derivative instruments to mitigate the risk associated with the price of credits needed
to comply with various governmental and regulatory environmental compliance programs. For such contracts
that represent derivatives the Company elects the normal purchase normal sale exception under ASC 815,
Derivatives and Hedging, and therefore does not record them at fair value.
The following tables provide information regarding the fair values of derivative instruments as of December 31,
2022 and December 31, 2021 and the line items in the Consolidated Balance Sheets in which fair values are
reflected.
Description
Derivatives designated as hedging instruments:
December 31, 2022:
Derivatives included within the inventory intermediation agreement
obligations
December 31, 2021:
Derivatives included within the inventory intermediation agreement
obligations
Derivatives not designated as hedging instruments:
December 31, 2022:
Commodity contracts
December 31, 2021:
Commodity contracts
Balance Sheet
Location
Fair Value
Asset/
(Liability)
(in millions)
Accrued expenses
$
25.1
Accrued expenses
$
19.7
Accounts receivable $
13.9
Accounts receivable $
(12.0)
F- 83
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table provides information regarding gains or losses recognized in income on derivative
instruments and the line items in the Consolidated Statements of Operations in which such gains and losses are
reflected.
Description
Derivatives designated as hedging instruments:
For the year ended December 31, 2022:
Derivatives included within the inventory intermediation
agreement obligations
For the year ended December 31, 2021:
Derivatives included within the inventory intermediation
agreement obligations
For the year ended December 31, 2020:
Derivatives included within the inventory intermediation
agreement obligations
Derivatives not designated as hedging instruments:
For the year ended December 31, 2022:
Commodity contracts
For the year ended December 31, 2021:
Commodity contracts
For the year ended December 31, 2020:
Commodity contracts
Hedged items designated in fair value hedges:
For the year ended December 31, 2022:
Crude oil, intermediate and refined product inventory
For the year ended December 31, 2021:
Crude oil, intermediate and refined product inventory
For the year ended December 31, 2020:
Crude oil, intermediate and refined product inventory
Location of Gain or
(Loss) Recognized in
Income on
Derivatives
Gain or (Loss)
Recognized in
Income on
Derivatives
(in millions)
Cost of products and
other
Cost of products and
other
Cost of products and
other
Cost of products and
other
Cost of products and
other
Cost of products and
other
Cost of products and
other
Cost of products and
other
Cost of products and
other
$
$
$
$
$
$
$
$
$
5.4
8.4
12.6
(31.5)
(83.4)
44.4
(5.4)
8.4
(12.6)
The Company had no ineffectiveness related to the fair value hedges as of December 31, 2022, 2021 and 2020.
F- 84
PBF ENERGY INC. AND PBF ENERGY COMPANY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
24. SUBSEQUENT EVENTS
Dividend Declared
On February 16, 2023, PBF Energy announced a dividend of $0.20 per share on outstanding PBF Energy Class
A common stock. The dividend is payable on March 16, 2023 to PBF Energy Class A common stockholders of
record as of March 1, 2023.
Extinguishment of Debt
On February 2, 2023, the Company redeemed all of the $525.0 million in aggregate principal amount
outstanding of its PBFX 2023 Senior Notes, inclusive of unamortized premium and deferred financing costs of
$0.7 million as of the redemption date. The PBFX 2023 Senior Notes were redeemed at a price of 100%, plus
accrued and unpaid interest through the date of redemption. Deutsche Bank Trust Company Americas was the
trustee for the PBFX 2023 Senior Notes and served as the paying agent for the full redemption. The PBFX 2023
Senior Notes are reflected as Current debt on the Consolidated Balance Sheet as of December 31, 2022 and the
redemption was financed using cash on hand.
Share Repurchases
From January 1, 2023 through February 16, 2023, the Company purchased an additional 852,923 shares of PBF
Energy’s Class A common stock under the Repurchase Program for $32.5 million, inclusive of commissions
paid.
Renewable Diesel Joint Venture
On February 15, 2023, PBF LLC entered into a definitive agreement with Eni Sustainable Mobility, a subsidiary
of Eni SpA (“Eni”), to partner in a 50-50 joint venture, St. Bernard Renewables LLC, “SBR” which will own
the renewable diesel facility that is currently under construction at our Chalmette refinery. Upon consummation
of the transaction, which is subject to customary closing conditions, including regulatory approvals, Eni will
contribute capital totaling $835.0 million, excluding working capital, plus up to an additional $50.0 million that
is subject to the achievement of project milestones. The Company will continue to manage project execution
and will serve as the operator of the facility once construction is complete. SBR’s renewable fuel operations are
scheduled to commence in the first half of 2023.
F- 85
ITEM 16. FORM 10-K SUMMARY
Not applicable.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each 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)
PBF ENERGY COMPANY LLC
(Registrant)
By:
/s/ Thomas J. Nimbley
(Thomas J. Nimbley)
Chief Executive Officer
(Principal Executive Officer)
Date: February 16, 2023
Date: February 16, 2023
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 Karen B. Davis, 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
Chief Executive Officer and Chairman of the Board
February 16, 2023
(Thomas J. Nimbley)
of Directors (Principal Executive Officer)
/s/ Karen B. Davis
(Karen B. Davis)
/s/ John Barone
(John Barone)
/s/ Spencer Abraham
(Spencer Abraham)
/s/ Wayne A. Budd
(Wayne A. Budd)
/s/ Paul Donahue
(Paul Donahue)
/s/ Gene Edwards
(Gene Edwards)
/s/ Kimberly S. Lubel
(Kimberly S. Lubel)
/s/ George E. Ogden
(George E. Ogden)
/s/ Lawrence Ziemba
(Lawrence Ziemba)
Senior Vice President, Chief Financial Officer
February 16, 2023
(Principal Financial Officer)
Chief Accounting Officer
February 16, 2023
(Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
February 16, 2023
February 16, 2023
February 16, 2023
February 16, 2023
February 16, 2023
February 16, 2023
February 16, 2023
POWER OF ATTORNEY
Each of the officers of PBF Energy Company LLC, whose signature appears below, in so signing, also makes,
constitutes and appoints each of Karen B. Davis, 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)
Chief Executive Officer
(Principal Executive Officer)
February 16, 2023
/s/ Karen B. Davis
(Karen B. Davis)
/s/ John Barone
(John Barone)
Managing Member:
PBF Energy Inc.
/s/ Trecia Canty
(Trecia Canty)
Senior Vice President, Chief Financial Officer
February 16, 2023
(Principal Financial Officer)
Chief Accounting Officer
February 16, 2023
(Principal Accounting Officer)
Senior Vice President, General Counsel & Corporate
February 16, 2023
Secretary
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