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NONCONTROLLING INTERESTS

12 Months Ended

Dec. 31, 2020

Noncontrolling Interest [Abstract]

NONCONTROLLING INTERESTS

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 99.2% and 99.0% as of December 31, 2020 and 2019, 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 represents the portion of net assets of PBF Energy attributable to the members of PBF LLC other than PBF Energy.

The noncontrolling interest ownership percentages in PBF LLC as of the completion dates of each of the equity offerings and as of the years ended December 31, 2020, 2019 and 2018 are calculated as follows:

			Holders of PBF LLC Series A Units						Outstanding Shares of PBF Energy Class A Common Stock						Total
January 1, 2018			3,767,464						110,565,531						114,332,995
			3.3		%				96.7		%				100.0		%
August 14, 2018 - Equity offering			1,206,325						119,852,874						121,059,199
			1.0		%				99.0		%				100.0		%
December 31, 2018			1,206,325						119,874,191						121,080,516
			1.0		%				99.0		%				100.0		%
December 31, 2019			1,215,317						119,804,971						121,020,288
			1.0		%				99.0		%				100.0		%
December 31, 2020			970,647						120,101,641						121,072,288
			0.8		%				99.2		%				100.0		%

Noncontrolling Interest in PBFX

PBF LLC held a 48.0% limited partner interest in PBFX, with the remaining 52.0% limited partner interest owned by the public common unitholders as of December 31, 2020. PBF LLC is also the sole member of PBF GP, the general partner of PBFX. As noted in “Note 3 - PBF Logistics LP”, pursuant to the IDR Restructuring, the IDRs held by PBF LLC were canceled and converted into newly issued common units. In addition, PBFX issued 6,585,500 common units to certain institutional investors in connection with the 2019 Registered Direct Offering on April 29, 2019.

PBF Energy, through its ownership of PBF LLC, consolidates the financial results of PBFX, and records a noncontrolling interest for the economic interest in PBFX held by the public common unitholders. 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). Noncontrolling interest on the Consolidated Balance Sheets includes the portion of net assets of PBFX attributable to the public common unitholders of PBFX.

The noncontrolling interest ownership percentages in PBFX as of the 2018 Registered Direct Offering, the Development Assets Acquisition, the 2019 Registered Direct Offering and the years ended December 31, 2020, 2019 and 2018 are calculated as follows:

			Units of PBFX Held by the Public						Units of PBFX Held by PBF LLC (Including Subordinated Units)						Total
January 1, 2018			23,441,211						18,459,497						41,900,708
			55.9		%				44.1		%				100.0		%
July 30, 2018 - Registered Direct Offering			25,391,037						18,459,497						43,850,534
			57.9		%				42.1		%				100.0		%
July 31, 2018 - Development Assets consideration			25,391,037						19,953,631						45,344,668
			56.0		%				44.0		%				100.0		%
December 31, 2018			25,395,032						19,953,631						45,348,663
			56.0		%				44.0		%				100.0		%
April 29, 2019 - Registered Direct Offering			32,047,718						29,953,631						62,001,349
			51.7		%				48.3		%				100.0		%
December 31, 2019			32,176,404						29,953,631						62,130,035
			51.8		%				48.2		%				100.0		%
December 31, 2020			32,411,207						29,953,631						62,364,838
			52.0		%				48.0		%				100.0		%

Noncontrolling Interest in PBF Holding

In connection with the acquisition of the Chalmette refinery, PBF Holding recorded noncontrolling interests in two subsidiaries of Chalmette Refining. PBF Holding, through Chalmette Refining, owns an 80% ownership interest in both Collins Pipeline Company and T&M Terminal Company. In both of the years ended December 31, 2020 and 2019 the Company recorded a noncontrolling interest in the earnings of these subsidiaries of less than $0.3 million.

Changes in Equity and Noncontrolling Interests

On August 14, 2018, PBF Energy completed a public offering of an aggregate of 6,000,000 shares of its Class A common stock (the “August 2018 Equity Offering”) for net proceeds of $287.3 million, after deducting underwriting discounts and commissions and other offering expenses.

The following tables summarize the changes in equity for the controlling and noncontrolling interests of PBF Energy for the years ended December 31, 2020, 2019 and 2018:

PBF Energy (in millions)			PBF Energy Inc. Equity						Noncontrolling Interest in PBF LLC						Noncontrolling Interest in PBF Holding						Noncontrolling Interest in PBFX						Total Equity
Balance at January 1, 2020			$	3,039.6					$	113.2					$	10.9					$	421.8					$	3,585.5
Comprehensive income (loss)			(1,393.2)						(17.1)						(0.3)						76.5						(1,334.1)
Dividends and distributions			(35.9)						(0.4)						—						(46.8)						(83.1)
Effects of changes in deferred tax assets and liabilities and tax receivable agreement obligation			(2.1)						—						—						—						(2.1)
Stock-based compensation			28.2						—						—						4.9						33.1
Exchanges of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock			2.3						(2.3)						—						—						—
Exercise of PBF LLC and PBF Energy options and warrants, net			0.2						—						—						—						0.2
Taxes paid for net settlement of equity-based compensation			(1.2)						—						—						(0.9)						(2.1)
Other			4.9						—						—						—						4.9
Balance at December 31, 2020			$	1,642.8					$	93.4					$	10.6					$	455.5					$	2,202.3

PBF Energy (in millions)			PBF Energy Inc. Equity						Noncontrolling Interest in PBF LLC						Noncontrolling Interest in PBF Holding						Noncontrolling Interest in PBFX						Total Equity
Balance at January 1, 2019			$	2,676.5					$	112.2					$	10.9					$	448.9					$	3,248.5
Comprehensive income			333.5						4.4						—						51.5						389.4
Dividends and distributions			(143.8)						(3.2)						—						(64.1)						(211.1)
Effects of changes in PBFX ownership interest on deferred tax assets and liabilities			(1.3)						—						—						—						(1.3)
Issuance of additional PBFX common units			152.0						—						—						(19.5)						132.5
Stock-based compensation			27.2						—						—						6.8						34.0
Exercise of PBF LLC and PBF Energy options and warrants, net			0.3						—						—						—						0.3
Taxes paid for net settlement of equity-based compensation			(4.6)						(0.2)						—						—						(4.8)
Other			(0.2)						—						—						(1.8)						(2.0)
Balance at December 31, 2019			$	3,039.6					$	113.2					$	10.9					$	421.8					$	3,585.5

PBF Energy (in millions)			PBF Energy Inc. Equity						Noncontrolling Interest in PBF LLC						Noncontrolling Interest in PBF Holding						Noncontrolling Interest in PBFX						Total Equity
Balance at January 1, 2018			$	2,336.6					$	110.2					$	10.8					$	445.3					$	2,902.9
Comprehensive income			131.3						4.7						0.1						42.2						178.3
Dividends and distributions			(139.3)						(2.1)						—						(49.5)						(190.9)
Effects of equity offerings and exchanges of PBF LLC Series A Units on deferred tax assets and liabilities and tax receivable agreement obligation			(4.9)						—						—						—						(4.9)
Issuance of additional PBFX common units			28.6						—						—						6.3						34.9
Stock-based compensation			19.7						—						—						5.7						25.4
August 2018 Equity Offering			287.3						—						—						—						287.3
Exercise of PBF LLC and PBF Energy options and warrants, net			14.0						—						—						—						14.0
Taxes paid for net settlement of equity-based compensation			(4.8)						(0.6)						—						—						(5.4)
Other			8.0						—						—						(1.1)						6.9
Balance at December 31, 2018			$	2,676.5					$	112.2					$	10.9					$	448.9					$	3,248.5

The following tables summarize the changes in equity for the controlling and noncontrolling interests of PBF LLC for the years ended December 31, 2020, 2019, and 2018 respectively:

PBF LLC (in millions)			PBF Energy Company LLC Equity						Noncontrolling Interest in PBF Holding						Noncontrolling Interest in PBFX						Total Equity
Balance at January 1, 2020			$	3,176.4					$	10.9					$	421.8					$	3,609.1
Comprehensive income (loss)			(1,792.9)						(0.3)						76.5						(1,716.7)
Dividends and distributions			(36.3)						—						(46.8)						(83.1)
Stock-based compensation			28.2						—						4.9						33.1
Exercise of Series A warrants and options			(1.3)						—						—						(1.3)
Other			(0.1)						—						(0.9)						(1.0)
Balance at December 31, 2020			$	1,374.0					$	10.6					$	455.5					$	1,840.1

PBF LLC (in millions)			PBF Energy Company LLC Equity						Noncontrolling Interest in PBF Holding						Noncontrolling Interest in PBFX						Total Equity
Balance at January 1, 2019			$	2,759.6					$	10.9					$	448.9					$	3,219.4
Comprehensive income			442.7						—						51.5						494.2
Dividends and distributions			(200.4)												(64.1)						(264.5)
Issuance of additional PBFX common units			152.0						—						(19.5)						132.5
Stock-based compensation			27.2						—						6.8						34.0
Exercise of Series A warrants and options			(4.7)						—						—						(4.7)
Other			—						—						(1.8)						(1.8)
Balance at December 31, 2019			$	3,176.4					$	10.9					$	421.8					$	3,609.1

PBF LLC (in millions)			PBF Energy Company LLC Equity						Noncontrolling Interest in PBF Holding						Noncontrolling Interest in PBFX						Total Equity
Balance at January 1, 2018			$	2,422.4					$	10.8					$	445.3					$	2,878.5
Comprehensive income			140.8						0.1						42.2						183.1
Dividends and distributions			(141.4)						—						(49.5)						(190.9)
Issuance of additional PBFX common units			28.6						—						6.3						34.9
Stock-based compensation			19.7						—						5.7						25.4
Exercise of Series A warrants and options			(8.5)						—						—						(8.5)
Issuance of Series C units in connection with the August 2018 Equity Offering			287.3						—						—						287.3
Other			10.7						—						(1.1)						9.6
Balance at December 31, 2018			$	2,759.6					$	10.9					$	448.9					$	3,219.4

Comprehensive Income (Loss)

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 (loss) of PBF Energy between the controlling and noncontrolling interests for the year ended December 31, 2020:

PBF Energy (in millions)						Attributable to PBF Energy Inc. stockholders						Noncontrolling Interests						Total
Net income (loss)						$	(1,392.4)					$	59.1					$	(1,333.3)
Other comprehensive income (loss):
Unrealized loss on available for sale securities						(0.1)						—						(0.1)
Amortization of defined benefit plans unrecognized net loss						(0.7)						—						(0.7)
Total other comprehensive income (loss)						(0.8)						—						(0.8)
Total comprehensive income (loss)						$	(1,393.2)					$	59.1					$	(1,334.1)

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, 2019:

PBF Energy (in millions)						Attributable to PBF Energy Inc. stockholders						Noncontrolling Interest						Total
Net income						$	319.4					$	55.8					$	375.2
Other comprehensive income:
Unrealized gain on available for sale securities						0.4						—						0.4
Amortization of defined benefit plans unrecognized net gain						13.7						0.1						13.8
Total other comprehensive income						14.1						0.1						14.2
Total comprehensive income						$	333.5					$	55.9					$	389.4

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, 2018:

PBF Energy (in millions)						Attributable to PBF Energy Inc. stockholders						Noncontrolling Interest						Total
Net income						$	128.3					$	47.0					$	175.3
Other comprehensive income (loss):
Unrealized loss on available for sale securities						(0.1)						—						(0.1)
Amortization of defined benefit plans unrecognized net gain						3.1						—						3.1
Total other comprehensive income						3.0						—						3.0
Total comprehensive income						$	131.3					$	47.0					$	178.3

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)						Attributable to PBF LLC						Noncontrolling Interests						Total
Net income (loss)						$	(1,796.5)					$	76.2					$	(1,720.3)
Other comprehensive income (loss):
Unrealized loss on available for sale securities						(0.1)						—						(0.1)
Amortization of defined benefit plans unrecognized net gain						3.7						—						3.7
Total other comprehensive income						3.6						—						3.6
Total comprehensive income (loss)						$	(1,792.9)					$	76.2					$	(1,716.7)

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, 2019:

PBF LLC (in millions)						Attributable to PBF LLC						Noncontrolling Interest						Total
Net income						$	428.5					$	51.5					$	480.0
Other comprehensive income:
Unrealized gain on available for sale securities						0.4						—						0.4
Amortization of defined benefit plans unrecognized net gain						13.8						—						13.8
Total other comprehensive income						14.2						—						14.2
Total comprehensive income						$	442.7					$	51.5					$	494.2

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, 2018:

PBF LLC (in millions)						Attributable to PBF LLC						Noncontrolling Interest						Total
Net income						$	137.8					$	42.3					$	180.1
Other comprehensive income (loss):
Unrealized loss on available for sale securities						(0.1)						—						(0.1)
Amortization of defined benefit plans unrecognized net gain						3.1						—						3.1
Total other comprehensive income						3.0						—						3.0
Total comprehensive income						$	140.8					$	42.3					$	183.1

X

- Definition

The entire disclosure for noncontrolling interest in consolidated subsidiaries, which could include the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-URI http://asc.fasb.org/topic&trid=2197479

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- References

No definition available.

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