PBF Energy 2015 Annual Report Download - page 129

PBF ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)
F- 12
1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
Description of the Business
PBF Energy Inc. ("PBF Energy") was formed as a Delaware corporation on November 7, 2011 for the purpose of
facilitating an initial public offering ("IPO") of its common equity and to become the sole managing member of
PBF Energy Company LLC ("PBF LLC"), a Delaware limited liability company. Prior to completion of its IPO,
PBF Energy had not engaged in any business or other activities except in connection with its formation and the
IPO. On December 12, 2012, PBF Energy completed an IPO of 23,567,686 shares of its Class A common stock
at a public offering price of $26.00 per share. The IPO subsequently closed on December 18, 2012. PBF Energy
used the net proceeds of the offering to acquire approximately 24.4% of the membership interests in PBF LLC
and to cover offering expenses. As a result of the IPO and related reorganization transactions, PBF Energy became
the sole managing member of PBF LLC with a controlling interest in PBF LLC and its subsidiaries. PBF Energy
consolidates the financial results of PBF LLC and its subsidiaries and records a noncontrolling interest in its
consolidated financial statements representing the economic interests of PBF LLC's members other than PBF
Energy (refer to Note 16 "Non-Controlling Interests" of our Notes to Consolidated Financial Statements). The
financial statements and results of operations for periods prior to the completion of PBF Energy’s IPO and the
related reorganization transactions are those of PBF LLC. Effective with the completion of the PBF Energy IPO
and related reorganization transactions, PBF LLC became a minority-owned, controlled and consolidated subsidiary
of PBF Energy.
PBF LLC, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in
North America. PBF Holding Company LLC ("PBF Holding") is a wholly-owned subsidiary of PBF LLC. PBF
Finance Corporation ("PBF Finance") is a wholly-owned subsidiary of PBF Holding. Delaware City Refining
Company LLC ("Delaware City Refining"), PBF Power Marketing LLC, PBF Energy Limited, Paulsboro Refining
Company LLC ("Paulsboro Refining"), Paulsboro Natural Gas Pipeline Company LLC, Toledo Refining Company
LLC ("Toledo Refining"), Chalmette Refining, L.L.C. ("Chalmette Refining") and MOEM Pipeline LLC are PBF
LLC’s principal operating subsidiaries and are all wholly-owned subsidiaries of PBF Holding. In addition, PBF
LLC, through Chalmette Refining, holds an 80% interest in and consolidates Collins Pipeline Company and T&M
Terminal Company.
PBF LLC also consolidates a publicly traded master limited partnership, PBF Logistics LP ("PBFX"). On May
14, 2014, PBFX completed its initial public offering (the “PBFX Offering”) of 15,812,500 common units. Upon
completion of the PBFX Offering, PBF LLC held a 50.2% limited partner interest in PBFX and all of its incentive
distribution rights (refer to Note 3 "PBF Logistics LP" of our Notes to Consolidated Financial Statements). PBF
Logistics GP LLC (“PBF GP”) owns the noneconomic general partner interest and serves as the general partner
of PBFX and is wholly-owned by PBF LLC. PBF Energy, through its ownership of PBF LLC, consolidates the
financial results of PBFX and its subsidiaries and records a noncontrolling interest in its consolidated financial
statements representing the economic interests of PBFX's unit holders other than PBF LLC (refer to Note 16 "Non-
Controlling Interests" of our Notes to Consolidated Financial Statements). Collectively, PBF Energy and its
consolidated subsidiaries, including PBF LLC, PBF Holding, PBF GP and PBFX are referred to hereinafter as the
"Company" unless the context otherwise requires.
Substantially all of the Company’s operations are in the United States. Effective with the completion of the PBFX
Offering in May 2014, the Company operates in two reportable business segments: Refining and Logistics. The
Company’s four oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum
products, and are aggregated into the Refining segment. PBFX is a publicly traded master limited partnership that
was formed to operate logistical assets such as crude oil and refined petroleum products terminals, pipelines and
storage facilities. PBFX's operations are aggregated into the Logistics segment. To generate earnings and cash
flows from operations, the Company is primarily dependent upon processing crude oil and selling refined petroleum
products at margins sufficient to cover fixed and variable costs and other expenses. Crude oil and refined petroleum
products are commodities; and factors largely out of the Company’s control can cause prices to vary over time.