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PBF Energy Inc. 2015 Annual Report

Table of contents

  • Page 1
    PBF Energy Inc. 2015 Annual Report

  • Page 2
    The PBF Energy Refining System Toledo PADD 4 PADD 2 PADD 5 PADD 1 Torrance Paulsboro Delaware City PADD 3 Ch l tt Chalmette PBF owns four oil refineries located in Louisiana, Delaware, New Jersey and Ohio In 2015, became fourth largest U.S. independent refiner(1) Aggregate throughput capacity ...

  • Page 3
    ... New Orleans 12.7 Nelson Complexity capable of running a wide variety of heavy, medium, light and sour crude oils Gulf Coast location provides additional diversification for PBF's refining system Acquisition of Chalmette in 2015 increased PBF's total refining capacity by 35% Delaware City Refinery...

  • Page 4
    ... versus 2014. We also generated approximately $140 million in proceeds to PBF Energy through the dropdown sale of the Delaware City Products Pipeline and Truck Rack to PBF Logistics LP. In addition to expanding our refining base, our existing operations in Delaware, Paulsboro and Toledo combined...

  • Page 5
    ...their dedication and commitment; they are the foundation of our company and the source of any successes we may enjoy. We also welcome our new employees at Chalmette to the PBF family. Additionally, we thank our Board of Directors for their stewardship and guidance. Finally, we thank our shareholders...

  • Page 6
    Chalmette Refinery

  • Page 7
    ...35764 PBF ENERGY INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 45-3763855 (I.R.S. Employer Identification No.) One Sylvan Way, Second Floor Parsippany, New Jersey (Address of principal executive offices) 07054...

  • Page 8
    ... reporting company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The aggregate market value of the Common Stock of PBF Energy Inc. held by non-affiliates as of June 30, 2015 was $2,441,905,855 based upon the New York Stock...

  • Page 9
    ... Other Information PART III Item 10. Item 11. Item 12. Item 13. Item 14. Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and...

  • Page 10
    ... LLC, PBF Power Marketing LLC, PBF Energy Limited, Toledo Refining Company LLC ("Toledo Refining" or "TRC"), Paulsboro Natural Gas Pipeline Company LLC, Paulsboro Refining Company LLC ("Paulsboro Refining" or "PRC"), Delaware Pipeline Company LLC, Delaware City Refining Company, LLC ("Delaware City...

  • Page 11
    ...of the sale of the PBF Energy Class A common stock by Blackstone and First Reserve in accordance with the amended and restated limited liability company agreement of PBF LLC. PBF Energy did not receive any proceeds from the February 2015 secondary offering. On October 13, 2015, we completed a public...

  • Page 12
    ... are located in Toledo, Ohio, Delaware City, Delaware, Paulsboro, New Jersey and New Orleans, Louisiana. Our Mid-Continent refinery at Toledo processes light, sweet crude and has a throughput capacity of 170,000 bpd and a Nelson Complexity Index of 9.2. The majority of Toledo's WTI-based crude is...

  • Page 13
    ... and Canada for PBF Energy in support of its refineries. All of PBFX's revenue is derived from long-term, fee-based commercial agreements with PBF Holding, which include minimum volume commitments, for receiving, handling, storing and transferring crude oil and refined products. PBF Energy also has...

  • Page 14
    ..., and shall have operated as required under the Torrance Sale and Purchase Agreement for a period of at least fifteen days after such restoration. PBF Energy expects to finance the transaction with a combination of cash on hand and proceeds from our October 2015 Equity Offering and 2023 Senior...

  • Page 15
    ... of our Class A common stock PBF Energy Inc Inc. (NYSE: PBF) (PBF Energy) PBF Energy Company LLC (PBF LLC) Sole Managing Member and PBF LLC Series C units • Represents 95.1% of the total economic interest of PBF LLC • Number of PBF LLC Series C Units held equals number of shares of our Class...

  • Page 16
    ... as crude oil and refined products terminaling, pipeline and storage assets, previously operated and owned by PBF Holding's subsidiaries DCR, TRC and PBF Holding's previously held subsidiary, Delaware Pipeline Company LLC, which were acquired by PBFX in a series of transactions during 2014 and 2015...

  • Page 17
    .... The Delaware City refinery is one of two heavy crude coking refineries, the other being Paulsboro, on the East Coast of the United States with coking capacity equal to approximately 25% of crude capacity. The Delaware City refinery primarily processes a variety of medium to heavy, sour crude oils...

  • Page 18
    ... has a throughput capacity of 180,000 bpd and a Nelson Complexity Index of 13.2. The Paulsboro refinery is located on approximately 950 acres on the Delaware River in Paulsboro, New Jersey, just south of Philadelphia and approximately 30 miles away from Delaware City. Paulsboro receives crude and...

  • Page 19
    ... to crude oil storage with the remaining 5.4 million barrels allocated to finished products, intermediates and other products. Energy and Other Utilities. Under normal operating conditions, the Paulsboro refinery consumes approximately 30,000 MMBTU per day of natural gas. The Paulsboro refinery is...

  • Page 20
    ... based upon post-acquisition earnings of the refinery, which was paid in full. Overview. Toledo has a throughput capacity of approximately 170,000 bpd and a Nelson Complexity Index of 9.2. Toledo primarily processes a slate of light, sweet crudes from Canada, the Mid-Continent, the Bakken region...

  • Page 21
    ... supplier. In addition to the third party steam supplier, Toledo consumes a portion of the steam that is generated by its various process units. Chalmette Refinery Acquisition. On November 1, 2015, we acquired from ExxonMobil Oil Corporation ("ExxonMobil"), Mobil Pipe Line Company and PDV Chalmette...

  • Page 22
    ...light crude oil rail unloading terminal which commenced operations in February 2013 and serves PBF Energy's Delaware City and Paulsboro refineries. The DCR West Rack - A 40,000 bpd heavy crude oil unloading rack which commenced operations in August 2014 and serves PBF Energy's Delaware City refinery...

  • Page 23
    ... of capacity located at PBF Energy's Delaware City refinery. The Delaware City Truck Rack consists of a 15-lane, 76,000 bpd capacity truck loading rack utilized to distribute gasoline and distillates. • Initial Public Offering of PBFX and Subsequent Drop-Down Transactions On May 14, 2014, PBFX...

  • Page 24
    ... able to obtain adequate crude oil and other feedstocks at generally competitive prices for the foreseeable future. Corporate Offices We lease approximately 53,000 square feet for our principal corporate offices in Parsippany, New Jersey. The lease for our principal corporate offices expires in 2017...

  • Page 25
    ... Western Region Commercial Operations Senior Vice President, General Counsel Thomas D. O'Malley has served as Executive Chairman of our Board since our formation in November 2011, served as Executive Chairman of the Board of Directors of PBF LLC and its predecessors from March 2008 to February 2013...

  • Page 26
    ... in investment banking before joining J.F. Lehman & Company, a private equity investment firm, in 2001. Jeffrey Dill has served as our President, PBF Energy Western Region LLC since September 2015 and was our Senior Vice President, General Counsel and Secretary for more than five years prior thereto...

  • Page 27
    ... General Counsel and Assistant Secretary in October 2014 and led the Company's commercial and finance legal operations since joining us in November 2012. Prior to joining the Company, Ms. Canty served as Associate General Counsel, Corporate and Assistant Secretary of Southwestern Energy Company...

  • Page 28
    ... these requirements but did release proposed standards for 2014. The EPA did not finalize this proposal in 2014. However, in May 2015, the EPA re-proposed annual standards for RFS 2 for 2014, and proposed new standards for 2015 and 2016 and biomass-based diesel volumes for 2017. The final standards...

  • Page 29
    ...liability are recorded in accrued expenses and other long-term liabilities, respectively. In connection with the acquisition of the Chalmette refinery, the Company obtained $3.9 million in financial assurance (in the form of surety bond) to cover estimated potential site remediation costs associated...

  • Page 30
    ... Delaware City, Paulsboro and Chalmette refineries that approximates the per barrel refining margin resulting from processing two barrels of crude oil to produce one barrel of gasoline and one barrel of heating oil or ULSD and (b) the 4-3-1 crack spread, which is a benchmark utilized by our Toledo...

  • Page 31
    ... and viscosity. Heavy crude oils require greater levels of processing to produce high value products such as gasoline and diesel. "IPO" refers to the initial public offering of PBF Energy's Class A common stock which closed on December 18, 2012. "J. Aron" refers to J. Aron & Company, a subsidiary of...

  • Page 32
    ... of the Mississippi River. The MOEM Pipeline is 14 inches in diameter, 54 miles long and transports crude from South Louisiana to Chalmette Refining, L.L.C. The MOEM Pipeline transports Heavy Louisiana Sweet (HLS) and South Louisiana Intermediate (SLI) crude. "MSCG" refers to Morgan Stanley Capital...

  • Page 33
    ... and maintain a refinery unit or units that involves the inspection of such units and occurs generally on a periodic cycle. "ULSD" refers to ultra-low-sulfur diesel. "Valero" refers to Valero Energy Corporation. "WCS" refers to Western Canadian Select, a heavy, sour crude oil blend typically...

  • Page 34
    ...above operating expenses (including the cost of refinery feedstocks, such as crude oil, intermediate partially refined petroleum products, and natural gas liquids that are processed and blended into refined products) at which we are able to sell refined products. Refining is primarily a margin-based...

  • Page 35
    ... the ability to purchase and process crude oil feedstocks that historically have been cheaper than benchmark crude oils, such as the heavy, sour crude oils processed at our Delaware City, Paulsboro and Chalmette refineries. For our Toledo refinery, historically crude prices have been slightly above...

  • Page 36
    ... is consumed at our Delaware City refinery, although we also transport some of the crude delivered by rail from Delaware City via barge to our Paulsboro refinery. The Delaware City rail unloading facilities allow our East Coast refineries to source WTI-based crudes from Western Canada and the Mid...

  • Page 37
    ... 31, 2015 and our MSCG offtake agreements for our Paulsboro and Delaware City refineries effective July 1, 2013. Concurrent with the termination of our MSCG offtake agreements, we entered into Inventory Intermediation Agreements with J. Aron at our Paulsboro and Delaware City refineries. Pursuant...

  • Page 38
    ...our refined products. Because of their integrated operations and larger capitalization, these companies may be more flexible in responding to volatile industry or market conditions, such as shortages of crude oil supply and other feedstocks or intense price fluctuations. Newer or upgraded refineries...

  • Page 39
    ... by changes in domestic and global refining capacity, as increases in refining capacity can adversely impact refining margins, earnings and cash flows. Our business is indirectly exposed to risks faced by our suppliers, customers and other business partners. The impact on these constituencies of...

  • Page 40
    ...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...

  • Page 41
    ... is unionized, and we may face labor disruptions that would interfere with our operations. At Delaware City, Toledo and Chalmette, most hourly employees are covered by a collective bargaining agreement through the United Steel Workers ("USW"). The agreements with the USW covering Delaware City and...

  • Page 42
    ...of sales. Our business is highly dependent on financial, accounting and other data processing systems and other communications and information systems, including our enterprise resource planning tools. We process a large number of transactions on a daily basis and rely upon the proper functioning of...

  • Page 43
    ..., remediation projects are underway in accordance with regulatory requirements at the Paulsboro, Delaware City and Chalmette refineries. In connection with the acquisitions of our refineries, the prior owners have retained certain liabilities or indemnified us for certain liabilities, including...

  • Page 44
    ...operate those facilities or transport crude oil and refined petroleum products. Extended periods of such disruption could have an adverse effect on our results of operation... 31, 2015 as compared to $115.7 million and $126.4 million during the years ended December 31, 2014 and 2013, respectively....

  • Page 45
    ... of our refineries at full capacity. Changes in laws or standards affecting the transportation of North American crude oil by rail could significantly impact our operations, and as a result cause our costs to increase. Investigations into past rail accidents involving the transport of crude oil have...

  • Page 46
    ...use of older design "111" rail cars for shipments of crude oil from the Bakken region. We do not expect this Safety Advisory will affect our operations because all of the rail cars utilized in crude oil service are the newer designed "CPC-1232" rail cars. Also on May 7, 2014, the DOT issued an order...

  • Page 47
    ...the Torrance Refinery into our business, or realize the anticipated benefits of these acquisitions. Following the completion of the Chalmette Acquisition, and if the Torrance Acquisition is completed, the integration of these businesses into our operations may be a complex and time-consuming process...

  • Page 48
    ... until we have operated the acquired refineries for a substantial period of time. We have entered into transition services agreements with the sellers of the Chalmette Acquisition and we may enter into transition services agreements with the sellers of our pending Torrance Acquisition. Such services...

  • Page 49
    ... revenue and no material assets other than our ownership interest in PBF LLC. Therefore, we depend on the earnings and cash flow of our subsidiaries to meet our obligations, including our indebtedness, tax liabilities and obligations to make payments under our tax receivable agreement. If we or PBF...

  • Page 50
    ... Stock and related transactions, and the amounts we may pay could be significant. We are party to a tax receivable agreement that provides for the payment from time to time by PBF Energy to the former and current holders of PBF LLC Series A Units and PBF LLC Series B Units of 85% of the benefits...

  • Page 51
    ... in any year and the allocation of taxable income among the members of PBF LLC, including PBF Energy. The actual payments under the tax receivable agreement could differ materially. It is possible that future transactions or events could increase or decrease the actual tax benefits realized and the...

  • Page 52
    ... 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...

  • Page 53
    ... by us or our senior management, of a significant number of shares of our Class A common stock in the public market. In addition, the stock markets generally may experience significant volatility, often unrelated to the operating performance of the individual companies whose securities are publicly...

  • Page 54
    ...unable to serve our logistics needs, our ability to operate our refineries and receive crude oil could be adversely impacted, which could adversely affect our business, financial condition and results of operations. In addition, as of December 31, 2015, PBF LLC owns 2,572,944 common units and 15,886...

  • Page 55
    ... 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...

  • Page 56
    ... Refining Company LLC ("Delaware City Refining" or "DCR") obtained to allow loading of crude oil onto barges. The appeals allege that both the loading of crude oil onto barges and the operation of the Delaware City Rail Terminal violate Delaware's Coastal Zone Act. The first appeal is Number 2013...

  • Page 57
    ... not expected to be material to the Company. As of November 1, 2015, the Company acquired Chalmette Refining, which was in discussions with the Louisiana Department of Environmental Quality ("LDEQ") to resolve self-reported deviations from refinery operations relating to certain Clean Air Act Title...

  • Page 58
    ...shares of Class A common stock will be at the sole discretion of PBF Energy's board of directors. PBF Energy is a holding company and has no material assets other than its ownership interests of PBF LLC. In order for PBF Energy to pay any dividends, it needs to cause PBF LLC to make distributions to...

  • Page 59
    ... of $0.5 million to PBF LLC based on its distributions for the year ended December 31, 2015. PBF LLC will continue to make tax distributions to its members in accordance with its amended and restated limited liability company agreement. Stock Performance Graph In accordance with SEC rules, the...

  • Page 60
    ... 11/30/12 in index, including reinvestment of dividends. Fiscal year ending December 31. 12/31/2012 12/31/2013 12/31/2014 12/31/2015 PBF Energy Inc. Class A Common Stock S&P 500 Peer Group $ 110.67 100.91 103.11 $ 124.73 133.59 149.73 $ 110.48 151.88 146.74 $ 158.67 153...

  • Page 61
    ... stock in transactions exempt from registration under Section 4(2) of the Securities Act. We received no other consideration in connection with these exchanges. No exchanges were made by any of our directors or executive officers. Share Repurchase Program On August 19, 2014, the Company's Board...

  • Page 62
    ... audited financial statements of PBF Energy and PBF LLC not included in this Annual Report on Form 10-K. As a result of the Toledo and Chalmette acquisitions, the historical consolidated financial results of PBF LLC only includes the results of operations for the Toledo and Chalmette refineries from...

  • Page 63
    ...: Revenues Costs and expenses: Cost of sales, excluding depreciation Operating expenses, excluding depreciation General and administrative expenses (1) Gain on sale of asset Depreciation and amortization expense Income (loss) from operations Other (expense) income: Change in tax receivable agreement...

  • Page 64
    ... located at the Paulsboro and Delaware City refineries' storage tanks upon termination of these agreements; • restrictive covenants in our indebtedness that may adversely affect our operational flexibility; • payments to the current and former holders of PBF LLC Series A Units and PBF LLC...

  • Page 65
    ... arising under PBF Energy's tax receivable agreement and other arrangements relating to our organizational structure are subject to change due to various factors, including, among other factors, the timing of exchanges of PBF LLC Series A Units for shares of our Class A common stock as contemplated...

  • Page 66
    ... by PBF Energy which is a holding company whose primary asset is an equity interest in PBF LLC. PBF Energy is the sole managing member of, and owner of an equity interest representing approximately 95.1% of the outstanding economic interests in, PBF LLC as of December 31, 2015. PBF Energy operates...

  • Page 67
    ... of crude oil refineries and downstream assets in North America. We currently own and operate four domestic oil refineries and related assets located in Delaware City, Delaware, Paulsboro, New Jersey, Toledo, Ohio, and New Orleans, Louisiana. Our refineries have a combined processing capacity, known...

  • Page 68
    ... of the Delaware City Rail Terminal and the Toledo Truck Terminal, which are integral components of the crude oil delivery operations at PBF Energy's refineries. All of PBFX's initial revenue was derived from long-term, fee-based commercial agreements with subsidiaries of PBF Energy, which include...

  • Page 69
    ...the PBFX Term Loan. Effective May 14, 2015, PBF LLC contributed to PBFX all of the issued and outstanding limited liability company interest of Delaware Pipeline Company LLC and Delaware City Logistics Company LLC, whose assets consist of the Delaware City Products Pipeline and Truck Rack, for total...

  • Page 70
    ...the proceeds for general corporate purposes, including to fund a portion of the purchase price for the pending acquisition of the Torrance refinery and related logistics assets. Rail Facility Revolving Credit Facility Effective March 25, 2014, PBF Rail Logistics Company LLC ("PBF Rail"), an indirect...

  • Page 71
    ...secondary offerings were made in 2013, 2014 and 2015 whereby funds affiliated with Blackstone and First Reserve sold their interests in us. On June 12, 2013, Blackstone and First Reserve completed an exchange of 15,950,000 PBF LLC Series A units for the same number of PBF Energy Class A common stock...

  • Page 72
    ... the PBF Energy Class A common stock by Blackstone and First Reserve in accordance with the amended and restated limited liability company agreement of PBF LLC. PBF Energy did not receive any proceeds from the secondary offerings. On October 13, 2015, we completed the October 2015 Equity Offering of...

  • Page 73
    ... fuels, pipeline capacity, prevailing exchange rates and the extent of government regulation. Our revenue and operating income fluctuate significantly with movements in industry refined petroleum product prices, our materials cost fluctuate significantly with movements in crude oil prices and...

  • Page 74
    ...third party destinations. In 2014, we completed a project to expand the Delaware City heavy crude rail unloading facility. The Delaware City rail unloading facility, which was transferred to PBFX in 2014, allows our East Coast refineries to source WTI-based crude oils from Western Canada and the Mid...

  • Page 75
    ...information related to our operations, crude oil differentials, ancillary costs, and local premiums and discounts. Delaware City Refinery. The benchmark refining margin for the Delaware City refinery is calculated by assuming that two barrels of the benchmark Dated Brent crude oil are converted into...

  • Page 76
    ...per barrel basis has historically differed from the Dated Brent (NYH) 2-1-1 benchmark refining margin due to the following factors: • the Paulsboro refinery has generally processed a slate of primarily medium and heavy, and sour crude oil, which has historically constituted approximately 65% to 70...

  • Page 77
    ... Ended December 31, 2014 2015 2013 Revenue Cost of sales, excluding depreciation Operating expenses, excluding depreciation General and administrative expenses Gain on sale of asset Depreciation and amortization expense Income from operations Change in tax receivable agreement liability Change in...

  • Page 78
    ...Highlights Year Ended December 31, 2015 2014 2013 Key Operating Information Production (barrels per day in thousands) Crude oil and feedstocks throughput (barrels per day in thousands) Total crude oil and feedstocks throughput (millions of barrels) Gross refining margin, excluding special items per...

  • Page 79
    ...net of tax. These LCM charges were recorded due to significant declines in the price of crude oil and refined products in 2015 and 2014. Our throughput rates during the year ended December 31, 2015 compared to December 31, 2014 were higher due to the acquisition of the Chalmette refinery on November...

  • Page 80
    ... to the same period in 2014. Additionally, the decrease in the Dated Brent/Maya crude differential, our proxy for the light/heavy crude differential, had a negative impact on our East Coast refineries, which can process a large slate of medium and heavy, sour crude oil that is priced at a discount...

  • Page 81
    ... due to lower natural gas prices. Although operating expenses increased on an overall basis, refinery operating expenses per barrel decreased as a result of higher throughput volumes. Our operating expenses principally consist of salaries and employee benefits, maintenance, energy and catalyst and...

  • Page 82
    ... PBF LLC generally makes distributions to its members, per the terms of the PBF LLC amended and restated limited liability company agreement, related to such taxes on a pro-rata basis. PBF Energy recognizes an income tax expense or benefit in our consolidated financial statements based on PBF Energy...

  • Page 83
    ... from the significant decrease in crude oil and refined product prices during the second half of 2014 into early 2015. Average industry refining margins in the U.S. Mid-Continent were generally weaker during the year ended December 31, 2014, as compared to the same period in 2013. The WTI (Chicago...

  • Page 84
    ... 2013. While a decrease in the WTI/Dated Brent crude differential can unfavorably impact our East Coast refineries, we significantly increased our shipments of rail-delivered WTI-based crudes from the Bakken and Western Canada, which had the overall effect of reducing the cost of crude oil processed...

  • Page 85
    ... PBF LLC generally makes distributions to its members, per the terms of the PBF LLC amended and restated limited liability company agreement, related to such taxes on a pro-rata basis. PBF Energy recognizes an income tax expense or benefit in our consolidated financial statements based on PBF Energy...

  • Page 86
    ... taxed as a C corporation in the U.S. at the prevailing corporate rates. These assumptions are consistent with the assumption in clause 1 above that all PBF LLC Series A Units are exchanged for shares of PBF Energy Class A common stock, as the assumed exchange would change the amount of our earnings...

  • Page 87
    ... 2015 2014 2013 Net (loss) income attributable to PBF Energy Inc. Add: Net income attributable to the noncontrolling interest(1) Less: Income tax expense(2) Adjusted fully-converted net income Special Items: Add: Non-cash LCM inventory adjustment(5) Add: Change in tax receivable agreement liability...

  • Page 88
    ... using the Company's statutory corporate tax rate of approximately 39.6%, 40.2% and 40.2% for the years ended December 31, 2015, 2014 and 2013, respectively. Gross Refining Margin Gross refining margin is defined as gross margin excluding refinery depreciation, refinery operating expenses, and...

  • Page 89
    ...31, 2015 $ per barrel of throughput $ 2014 per barrel of throughput $ 2013 per barrel of throughput Reconciliation of gross margin to gross refining margin: Gross margin Less: Affiliate Revenues of PBFX Add: Affiliate Cost of sales of PBFX Add: Refinery operating expenses Add: Refinery depreciation...

  • Page 90
    control such as changes in tax rates and certain other non-cash items. Other companies, including other companies in our industry, may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. Adjusted EBITDA also has limitations as an analytical ...

  • Page 91
    ... (benefit) EBITDA Special Items: Add: Non-cash LCM inventory adjustment (1) Add: Change in tax receivable agreement liability EBITDA excluding special items Reconciliation of EBITDA to Adjusted EBITDA: EBITDA $ Add: Non-cash LCM inventory adjustment Add: Stock based compensation Add: Change in tax...

  • Page 92
    ... and other post-retirement benefits costs of $27.0 million, and stock-based compensation of $13.5 million, partially offset by change in deferred income taxes of $5.6 million, changes in the fair value of our catalyst lease of $10.2 million, change in the tax receivable agreement liability of $18...

  • Page 93
    ... $490.0 million after deducting the initial purchasers' discount and offering expenses. The Company intends to use the proceeds for general corporate purposes, including to fund a portion of the purchase price for the pending acquisition of the Torrance refinery and related logistics assets. 86

  • Page 94
    ..., extend the maturity date to October 26, 2017 and amend the borrowing base to include non-U.S. inventory. The agreement was expanded again in December 2012 and November 2013 to increase the maximum availability from $1.375 billion to $1.610 billion. On August 15, 2014, the agreement was amended and...

  • Page 95
    ... 31, 2015, we were in compliance with all our debt covenants. PBF Holding's obligations under the Revolving Loan (a) are guaranteed by each of its domestic operating subsidiaries that are not Excluded Subsidiaries (as defined in the agreement) and (b) are secured by a lien on (x) PBF LLC's equity...

  • Page 96
    ... PBFX Senior Notes, $19.9 million were purchased by certain of PBF Energy's officers and directors and their affiliates and family members pursuant to a separate private placement transaction. After deducting offering expenses, PBFX received net proceeds of approximately $343.0 million from the PBFX...

  • Page 97
    ... and Delaware City refineries under supply agreements whereby Statoil generally purchased the crude oil requirements for each refinery on our behalf and under our direction. Our agreements with Statoil for Paulsboro and Delaware City were terminated effective March 31, 2013 and December 31, 2015...

  • Page 98
    ... effective July 31, 2014, to supply the crude oil requirements for our Toledo refinery, under which we took title to MSCG's crude oil at certain interstate pipeline delivery locations. Payment for the crude oil under the Toledo supply agreement was due three days after it was processed by us or sold...

  • Page 99
    ... Delaware Economic Development Authority Loan (b) Operating Leases (c) Purchase obligations (d): Crude Supply and Inventory Intermediation Agreements Other Supply and Capacity Agreements Construction obligations Environmental obligations (e) Pension and post-retirement obligations (f) Tax receivable...

  • Page 100
    ... supplies of crude oil for our refineries. These obligations are based on aggregate minimum volume commitments at 2015 year end market prices. Payments under "Other Supply and Capacity Agreements" include contracts for the transportation of crude oil and supply of hydrogen, steam, or natural gas to...

  • Page 101
    ... at the Employee Benefit Plans footnote to our financial statements, "Item 8. Financial Statements and Supplementary Data." (g) Tax Receivable Agreement Obligations We used a portion of the proceeds from our IPO to purchase PBF LLC Series A Units from the members of PBF LLC other than PBF Energy. In...

  • Page 102
    ...in the relevant tax law, and that we earn sufficient taxable income to realize all tax benefits that are subject to the tax receivable agreement as of December 31, 2015. Tax distributions PBF LLC is required to make periodic tax distributions to the members of PBF LLC, including PBF Energy, pro rata...

  • Page 103
    ... the Offtake Agreements for the Company's Paulsboro and Delaware City refineries. The Company entered into two separate Inventory Intermediation Agreements with J. Aron on June 26, 2013, which commenced upon the termination of the product offtake agreements with MSCG. On May 29, 2015, PBF Holding...

  • Page 104
    Prior to July 31, 2014, our Toledo refinery acquired substantially all of its crude oil from MSCG under a crude oil acquisition agreement whereby we took legal title to the crude oil at certain interstate pipeline delivery locations. We recorded an accrued liability at each period-end for the amount...

  • Page 105
    ... of changes in tax laws or rates on the date of enactment. Pursuant to the tax receivable agreement we entered into at the time of our initial public offering, we are required to pay the current and former PBF LLC Series A Unit holders, who exchange their units for PBF Energy stock or whose units...

  • Page 106
    ... only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company continues to evaluate the impact of this new standard on its consolidated financial statements and related disclosures. In September 2015, the FASB...

  • Page 107
    ... 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...

  • Page 108
    ... operating cost is energy, which is comprised primarily of natural gas and electricity. We are therefore sensitive to movements in natural gas prices. Assuming normal operating conditions, we annually consume a total of approximately 52 million MMBTUs of natural gas amongst our four refineries...

  • Page 109
    ... Refining's operations, including internal controls over financial reporting to be complete in the year ending December 31, 2016. Chalmette Refining accounts for 7% of the Company's total assets and 5% of total revenues of the Company as of and for the year ended December 31, 2015. Management...

  • Page 110
    ... be disclosed on the Company's website. See also Executive Officers of the Registrant under "Item 1. Business" of this Annual Report on Form 10K. ITEM 11. EXECUTIVE COMPENSATION The information required under this Item will be contained in our 2016 Proxy Statement, incorporated herein by reference...

  • Page 111
    ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required under this Item will be contained in our 2016 Proxy Statement, incorporated herein by reference. 104

  • Page 112
    ... 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 Sale and Purchase Agreement by and between PBF Holding Company LLC and ExxonMobil Oil Corporation and its subsidiary, Mobil Pacific Pipeline Company...

  • Page 113
    ... Operation and Management Services and Secondment Agreement dated as of May 15, 2015 among PBF Holding Company LLC, Delaware City Refining Company LLC, Toledo Refining Company LLC, PBF Logistics GP LLC , PBF Logistics LP, Delaware City Terminaling Company LLC, Delaware Pipeline Company LLC, Delaware...

  • Page 114
    ... PBF Energy Inc.'s March 31, 2015 Form 10-Q (File No. 001-35764)) Third Amended and Restated Revolving Credit Agreement, dated as of August 15, 2014, among PBF Holding Company LLC, Delaware City Refining Company LLC, Paulsboro Refining Company LLC, Toledo Refining Company LLC and UBS Securities LLC...

  • Page 115
    ...LLC, Delaware City Refining Company LLC, Delaware City Terminaling Company LLC and Toledo Refining Company LLC (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.'s Current Report on Form 8-K dated May 14, 2014 (File No. 001-35764)) Delaware City Rail Terminaling Services Agreement...

  • Page 116
    ...2014 between PBF Investments LLC and Erik Young. (Incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.'s March 31, 2014 Form 10-Q (File No. 001-35764)) Form of Indemnification Agreement, dated December 12, 2012, between PBF Energy Inc. and each of the executive officers and directors...

  • Page 117
    ...101.CAL 101.DEF 101.LAB 101.PRE Certification by Chief Financial Officer of PBF Energy Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to...(1) Filed herewith. Indicates management compensatory plan or arrangement. Confidential treatment has been granted by the SEC as to certain portions,...

  • Page 118
    PBF ENERGY INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2015 and 2014 Consolidated Statements of Operations For the Years Ended December 31, 2015, 2014 and 2013 Consolidated Statements of ...

  • Page 119
    ... FIRM To the Board of Directors and Stockholders of PBF Energy Inc. and subsidiaries We have audited the accompanying consolidated balance sheets of PBF Energy Inc. and subsidiaries (the "Company") as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive...

  • Page 120
    ... Board of Directors and Stockholders of PBF Energy Inc. and subsidiaries We have audited the internal control over financial reporting of PBF Energy Inc. and subsidiaries (the "Company") as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued...

  • Page 121
    ... Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2015 of the Company and our report dated February 29, 2016 expressed an unqualified opinion on those financial statements. /s/ Deloitte & Touche LLP Parsippany, New Jersey February...

  • Page 122
    ... agreement Deferred revenue Total current liabilities Delaware Economic Development Authority loan Long-term debt Payable to related parties pursuant to tax receivable agreement Other long-term liabilities Total liabilities Commitments and contingencies (Note 14) Equity: Class A common stock...

  • Page 123
    PBF ENERGY INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) 2015 Revenues Cost and expenses: Cost of sales, excluding depreciation Operating expenses, excluding depreciation General and administrative expenses Gain on sale of assets Depreciation and ...

  • Page 124
    ... on pension and other postretirement benefits Total other comprehensive income (loss) Comprehensive income Less: Comprehensive income attributable to noncontrolling interests Comprehensive income (loss) attributable to PBF Energy Inc. $ Year Ended December 31, 2014 $ 78,271 $ 2013 214,085 195,533...

  • Page 125
    ... of PBF Energy Company LLC warrants and options Distributions to PBF Energy Company LLC members (157,745) 1,309 - (157,745) 3,753 (37,917) Stock based compensation Dividends Record effect of Secondary Offering on deferred tax assets and liabilities and tax receivable agreement obligation...

  • Page 126
    ... Distributions to PBF Energy Company LLC members Distributions to PBF Logistics LP public unit holders Stock based compensation Dividends Effects of secondary offerings Record effects of secondary offerings on deferred tax assets and liabilities and tax receivable agreement obligation - - 529...

  • Page 127
    ..., 2015 Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization Stock-based compensation Change in fair value of catalyst lease obligation Deferred income taxes Change in tax receivable agreement liability...

  • Page 128
    ... of underwriters' discount and commissions Offering costs for issuance of PBF Logistics LP common units Exercise of Series A options and warrants of PBF Energy Company LLC, net Distribution to PBF Energy Company LLC members other than PBF Energy Distribution to PBF Logistics LP public unit holders...

  • Page 129
    .... Delaware City Refining Company LLC ("Delaware City Refining"), PBF Power Marketing LLC, PBF Energy Limited, Paulsboro Refining Company LLC ("Paulsboro Refining"), Paulsboro Natural Gas Pipeline Company LLC, Toledo Refining Company LLC ("Toledo Refining"), Chalmette Refining, L.L.C. ("Chalmette...

  • Page 130
    ... of the equity offerings in 2015, 2014 and 2013 described above and certain other transactions such as stock option exercises, as of December 31, 2015, the Company now owns 97,781,933 PBF LLC Series C Units and the Company's current and former executive officers and directors and certain employees...

  • Page 131
    ... Receivable Agreement are obligations of PBF Energy and not of PBF LLC, PBF Holding or PBFX. In general, PBF Energy expects to obtain funding for these annual payments from PBF LLC, primarily through tax distributions, which PBF LLC makes on a pro-rata basis to its owners, including PBF Energy. PBF...

  • Page 132
    ... to 10% of the Company's revenues. Only one customer, ExxonMobil Oil Corporation ("ExxonMobil"), accounted for 10% or more of our total trade accounts receivable as of December 31, 2015. Following the Chalmette Acquisition on November 1, 2015, ExxonMobil and its affiliates represented approximately...

  • Page 133
    ...Paulsboro and Delaware City refineries. The Company entered into two separate inventory intermediation agreements ("Inventory Intermediation Agreements") with J. Aron & Company ("J. Aron") on June 26, 2013 which commenced upon the termination of the Offtake Agreements with MSCG. On May 29, 2015, PBF...

  • Page 134
    PBF ENERGY INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) Until December 31, 2015, the Company's Delaware City refinery sold and purchased feedstocks under a supply agreement with Statoil (the "Crude Supply Agreement"). This ...

  • Page 135
    PBF ENERGY INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) Property, Plant and Equipment Property, plant and equipment additions are recorded at cost. The Company capitalizes costs associated with the preliminary, pre-...

  • Page 136
    ...over the vesting period and included in general and administration expense. Additionally, stock-based compensation also includes unit-based compensation provided to certain officers, nonemployee directors and seconded employees of PBFX's general partner, PBF GP, or its affiliates, consisting of PBFX...

  • Page 137
    ... PBF Energy acquired, has been adjusted based upon the amount that PBF Energy paid for that portion of its PBF LLC Series A Units. PBF Energy entered into the Tax Receivable Agreement which provides for the payment by PBF Energy equal to 85% of the amount of the benefits, if any, that PBF Energy...

  • Page 138
    ... market, Level 2 inputs based on quoted market prices for similar instruments, or Level 3 inputs based on third party sources and other available market based data. The Company's catalyst lease obligation and derivatives related to the Company's crude oil and feedstocks and refined product purchase...

  • Page 139
    ... only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company continues to evaluate the impact of this new standard on its consolidated financial statements and related disclosures. In September 2015, the FASB...

  • Page 140
    ... and Canada for PBF Energy in support of its refineries. All of PBFX's revenue is derived from long-term, fee-based commercial agreements with PBF Holding, which include minimum volume commitments, for receiving, handling, storing and transferring crude oil and refined products. PBF Energy also has...

  • Page 141
    ...Toledo Truck Terminal") that are integral components of the crude oil delivery operations at three of PBF Energy's refineries. September 2014 Drop-down Transaction Effective September 30, 2014, PBF Holding distributed to PBF LLC all of the equity interests of Delaware City Terminaling Company II LLC...

  • Page 142
    PBF ENERGY INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) Chalmette Refining owns 100% of the MOEM Pipeline, providing access to the Empire Terminal, as well as the CAM Connection Pipeline, providing access to the Louisiana ...

  • Page 143
    ... the book and tax basis difference in the C-corporation assets. The Company's consolidated financial statements for year ended December 31, 2015 include the results of operations of the Chalmette refinery since November 1, 2015 during which period the Chalmette refinery contributed revenues of $643...

  • Page 144
    ... in connection with the A&R Intermediation Agreements and stored in the Paulsboro and Delaware City refineries' storage facilities. Due to the lower crude oil and refined product pricing environment at the end of 2014 and into 2015, the Company recorded adjustments to value its inventories...

  • Page 145
    ... 31, 2014, the Company determined that it would abandon a capital project at the Delaware City refinery. The project was related to the construction of a new hydrocracker (the "Hydrocracker Project"). The carrying value for the Hydrocracker Project was $28,508. The total pre-tax impairment charge...

  • Page 146
    ... intermediates and finished products that are held in the Company's refinery storage tanks at the Delaware City and Paulsboro refineries in accordance with the A&R Intermediation Agreements with J. Aron. As of December 31, 2015, a liability is recognized for the Inventory supply and intermediation...

  • Page 147
    ... of the Delaware City refinery, expend at least $125,000 in qualified capital expenditures, commence refinery operations, and maintain certain employment levels, all as defined in the agreement. In February 2013, October 2013, August 2014 and December 2015, the Company received confirmation from...

  • Page 148
    ... by a first priority lien on PBFX's assets (including PBFX's equity interests in Delaware City Terminaling Company LLC) and those of PBFX's restricted subsidiaries (other than excluded assets and a guaranty of collection from PBF LLC). The maturity date of the PBFX Revolving Credit Facility may be...

  • Page 149
    ... certain of PBF Energy's officers and directors and their affiliates and family members purchased the remaining $19,910 aggregate principal amount of the PBFX Senior Notes in a separate private placement transaction. The Issuers received net proceeds of approximately $343,000 from the offering after...

  • Page 150
    ..., the lenders received a pledge of the membership interest of PBF Rail held by PBF Transportation Company LLC, a wholly-owned subsidiary of PBF Holding. The obligations of PBF Holding under the TSA are guaranteed by each of Delaware City Refining, Paulsboro Refining, and Toledo Refining. F- 33

  • Page 151
    ...490,000 after deducting the initial purchasers' discount and offering expenses. The Company intends to use the proceeds for general corporate purposes, including to fund a portion of the purchase price for the pending acquisition of the Torrance refinery and related logistics assets. The 2023 Senior...

  • Page 152
    ... of our refineries as of December 31, 2015 are included in the following table: Annual interest rate 1.95% 1.96% 1.99% 3.85% Annual lease fee Paulsboro catalyst lease Delaware City catalyst lease Toledo catalyst lease Chalmette catalyst lease $ $ $ $ 180 322 326 185 Expiration date December 2016...

  • Page 153
    PBF ENERGY INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, ...Executive Chairman of the Board of Directors of the Company, to provide consulting services relating to petroleum coke and commercial operations. For the year ended December 31, 2015 there were no charges under this agreement...

  • Page 154
    ... company agreement of PBF LLC, the holders of PBF LLC Series B Units are entitled to an interest in the amounts received by Blackstone and First Reserve in excess of their original investment in the form of PBF LLC distributions and from the shares of PBF Energy Class A Common Stock issuable...

  • Page 155
    ... non-current portion is recorded in other long-term liabilities. As of December 31, 2015 and December 31, 2014, this liability is self-guaranteed by the Company. In connection with the acquisition of the Delaware City assets, Valero Energy Corporation ("Valero") remains responsible for certain pre...

  • Page 156
    .... The appeals allege that both the loading of crude oil onto barges and the operation of the Delaware City Rail Terminal violate Delaware's Coastal Zone Act. The first appeal is Number 2013-1 before the State Coastal Zone Industrial Control Board (the "CZ Board"), and the second appeal is before the...

  • Page 157
    ...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...

  • Page 158
    PBF ENERGY INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) As of December 31, 2015 and December 31, 2014, the Company has recognized a liability for the tax receivable agreement of $661,418 and $712,727, respectively, reflecting...

  • Page 159
    ... 31, 2014 Secondary offering transaction Issuances of restricted stock Exercise of warrants and options Exchange of Series A Units for Class A common stock of PBF Energy Inc. Redemption of C Units in connection with stock repurchase Surrender of units for tax withholding October 2015 equity offering...

  • Page 160
    ... stock surrendered to cover income tax withholdings for certain directors and employees pursuant to the vesting of certain awards under the Company's equity-based compensation plans as treasury shares. 16. NONCONTROLLING INTERESTS Noncontrolling Interest in PBF LLC As a result of the PBF Energy IPO...

  • Page 161
    ... percentages of PBF Energy as of the IPO, the completion dates of each of the secondary offerings, the October 2015 equity offering and the years ended December 31, 2015, 2014 and 2013 are calculated as follows: Outstanding Shares of PBF Energy Class A Common Stock Holders of PBF LLC Series A Units...

  • Page 162
    ...Toledo Storage Facility Acquisition, Delaware City Products Pipeline and Truck Rack and the year ended December 31, 2015 are calculated as follows: Units of PBFX Held by PBF LLC (Including Subordinated Units) Units of PBFX Held by the Public Total May 14, 2014 September 30, 2014 December 31, 2014...

  • Page 163
    ... Interest in PBF LLC Noncontrolling Interest in PBFX PBF Energy Inc. Equity Total Equity Balance at January 1, 2015 $ Comprehensive income Dividends and distributions Record deferred tax asset and liabilities and tax receivable agreement associated with secondary offerings Record allocation of...

  • Page 164
    ... 17. STOCK-BASED COMPENSATION Stock-based compensation expense included in general and administrative expenses consisted of the following: 2015 Years Ended December 31, 2014 2013 PBF LLC Series A Unit compensatory warrants and options PBF LLC Series B Units PBF Energy options PBF Energy restricted...

  • Page 165
    ...the years ended December 31, 2015, 2014 and 2013: Number of PBF LLC Series A Compensatory Warrants and Options Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Stock Based Compensation, Outstanding at January 1, 2013 Exercised Forfeited Outstanding at December...

  • Page 166
    ...,720 and 30,348 shares of restricted Class A common stock were granted to certain directors, employees and management of the Company as of December 31, 2015 and 2014, respectively. The PBF Energy options and restricted Class A common stock vest in equal annual installments on each of the first four...

  • Page 167
    ... the PBF Logistics LP 2014 Long-Term Incentive Plan (the "PBFX LTIP") in connection with the completion of the PBFX Offering. The PBFX LTIP is for the benefit of employees, consultants, service providers and non-employee directors of the general partner and its affiliates. In 2014 and 2015, PBFX...

  • Page 168
    ... all Paulsboro, Toledo and Chalmette employees became eligible to participate in the Company's defined benefit plans as of the respective acquisition dates. The union Delaware City employees became eligible to participate in the Company's defined benefit plans upon commencement of normal operations...

  • Page 169
    PBF ENERGY INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) during 2013 to include all corporate employees, amended in 2014 to include Delaware City and Toledo employees and amended in 2015 to include Chalmette employees. The ...

  • Page 170
    ... plans, tax consequences, the cash flow generated by the Company and other factors. The Company plans to contribute approximately $16,700 to the Company's Pension Plans during 2016. The components of net periodic benefit cost were as follows for the years ended December 31, 2015, 2014 and 2013: Post...

  • Page 171
    PBF ENERGY INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) The pre-tax amounts in accumulated other comprehensive loss as of December 31, 2015, and 2014 that have not yet been recognized as components of net periodic costs were ...

  • Page 172
    PBF ENERGY INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) The weighted average assumptions used to determine the net periodic benefit costs for the years ended December 31, 2015, 2014 and 2013 were as follows: Qualified Plan ...

  • Page 173
    ...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...

  • Page 174
    ... to the noncontrolling interests in PBF LLC or PBFX. The income tax provision (benefit) in the PBF Energy consolidated financial statements of operations consists of the following: Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 Current expense: Federal State...

  • Page 175
    ... Year Ended December 31, 2015 Year Ended December 31, 2014 United States Foreign (1) Total income (loss) before income taxes attributable to PBF Energy Inc. (1) $ 170,829 62,297 233,126 $ (106,337) 45,688 $ $ (60,649) The Company began conducting foreign operations in 2014. Accordingly, all...

  • Page 176
    ... jurisdictions, where an examination has not already concluded are all years including and subsequent to: United States Federal New Jersey Michigan Delaware Indiana Pennsylvania New York Louisiana PBF Energy does not have any unrecognized tax benefits. 2012 2012 2012 2012 2012 2012 2012 2015 F- 59

  • Page 177
    ... and are included in Eliminations. Refining The Company's Refining Segment includes the operations of its four refineries which are located in Toledo, Ohio, Delaware City, Delaware, Paulsboro, New Jersey and New Orleans, Louisiana. The refineries produce unbranded transportation fuels, heating...

  • Page 178
    ... FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) primarily of deferred tax assets, property, plant and equipment and other assets not directly related to our refinery and logistic operations. Year Ended December 31, 2015 Refining Revenues Depreciation...

  • Page 179
    ... net income (loss) attributable to PBF Energy per Class A common share $ 88,106,999 5,530,568 501,283 94,138,850 1.65 $ 74,464,494 - - 74,464,494 (0.51) $ 32,488,369 - 572,712 33,061,081 1.20 $ 146,401 14,257 (5,646) $ (38,237) $ - - 39,540 - - 2015 2014 2013 $ 146,401 88,106,999...

  • Page 180
    ...,875 and 1,320,000 shares of PBF Energy Class A common stock because they are anti-dilutive for the years ended December 31, 2015, 2014 and 2013, respectively. 23. FAIR VALUE MEASUREMENTS The tables below present information about the Company's financial assets and liabilities measured and recorded...

  • Page 181
    PBF ENERGY INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) As of December 31, 2015...802 (52,482) - - 31,802 As of December 31, 2014 Fair Value Hierarchy Effect of Counterparty Netting Net Carrying Value on Balance ...agreement...

  • Page 182
    ... to forecasted purchases of crude oil for which quoted forward market prices are not readily available due to market illiquidity. The forward price used to value these swaps was derived using broker quotes, prices from other third party sources and other available market based data. The derivatives...

  • Page 183
    ... prices of the underlying crude oil and refined products. The level of activity for these derivatives is based on the level of operating inventories. As of December 31, 2015, there were no barrels of crude oil and feedstocks (662,579 barrels at December 31, 2014) outstanding under these derivative...

  • Page 184
    ... above for fair value hedges. As of December 31, 2015, there were 39,577,000 barrels of crude oil and 4,599,136 barrels of refined products (47,339,000 and 1,970,871, respectively, as of December 31, 2014), outstanding under short and long term commodity derivative contracts not designated as hedges...

  • Page 185
    ...ended December 31, 2015: Crude oil and feedstock inventory Intermediate and refined product inventory For the year ended December 31, 2014: Crude oil and feedstock inventory Intermediate and refined product inventory For the year ended December 31, 2013 Crude oil and feedstock inventory Intermediate...

  • Page 186
    ... that one of its wholly-owned subsidiaries has entered into an agreement to purchase the assets of four refined product terminals located in the greater Philadelphia region from an affiliate of Plains All American Pipeline, L.P. for total cash consideration of $100,000. The acquisition is expected...

  • Page 187
    ... the years ended December 31, 2015 and 2014 (in thousands, except per share amounts). 2015 Quarter Ended March 31 June 30 September 30 December 31 Revenues Income (loss) from operations Net income (loss) Net income (loss) attributable to PBF Energy Inc. Earnings per common share - assuming dilution...

  • Page 188
    ... Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PBF ENERGY INC. (Registrant) By: /s/ Thomas J. Nimbley (Thomas J. Nimbley) Chief Executive Officer (Principal Executive Officer) Date: February 29, 2016

  • Page 189
    ... (Eija Malmivirta) Chief Executive Officer and Director (Principal Executive Officer) Senior Vice President, Chief Financial Officer (Principal Financial Officer) Chief Accounting Officer (Principal Accounting Officer) Executive Chairman of the Board of Directors Director February 29, 2016...

  • Page 190
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  • Page 191
    ... Member of Compensation and Health, Safety & Environmental Committees Erik Young Chief Financial Officer Trecia Canty General Counsel Thomas O'Connor Senior Vice President, Commercial Herman Seedorf Senior Vice President of Refining Jeffrey Dill President, PBF Energy Western Region LLC Paul...

  • Page 192