PBF Holding Co LLC - FORM 10-Q

Attached files

file	filename
EX-31.1 - EXHIBIT 31.1 - PBF Holding Co LLC	q116exhibit311-holdings.htm
EX-31.2 - EXHIBIT 31.2 - PBF Holding Co LLC	q116exhibit312-holdings.htm
EX-32.1 - EXHIBIT 32.1 - PBF Holding Co LLC	q116exhibit321-holdings.htm
EX-32.2 - EXHIBIT 32.2 - PBF Holding Co LLC	q116exhibit322-holdings.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2016



¨	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: 333-186007

Commission File Number: 333-186007-07

PBF HOLDING COMPANY LLC

PBF FINANCE CORPORATION

(Exact name of registrant as specified in its charter)



DELAWARE DELAWARE		27-2198168 45-2685067
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Sylvan Way, Second Floor Parsippany, New Jersey		07054
(Address of principal executive offices)		(Zip Code)

(973) 455-7500

(Registrant’s telephone number, including area code)

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.



PBF Holding Company LLC	o Yes x No
PBF Finance Corporation	o Yes x No

(Note: As of January 1, 2014, each registrant was no longer subject to the filing requirements of Section 13 or 15(d) of the Exchange Act; however, each registrant filed all reports required to be filed during the period it was subject to Section 13 or 15(d) of the Exchange Act.)

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).



PBF Holding Company LLC	x Yes o No
PBF Finance Corporation	x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.



	Large accelerated filer	Accelerated filer	Non-accelerated filer (Do not check if a smaller reporting company)	Smaller reporting company
PBF Holding Company LLC	¨	¨	x	¨
PBF Finance Corporation	o	o	x	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



PBF Holding Company LLC	¨ Yes x No
PBF Finance Corporation	o Yes x No

PBF Holding Company LLC has no common stock outstanding. As of May 16, 2016 100% of the membership interests of PBF Holding Company LLC were owned by PBF Energy Company LLC, and PBF Finance Corporation had 100 shares of common stock outstanding, all of which were held by PBF Holding Company LLC.

PBF Finance Corporation meets the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

PBF HOLDING COMPANY LLC

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016

TABLE OF CONTENTS



CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS			3

PART I – FINANCIAL INFORMATION

	ITEM 1.	Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015	5
		Condensed Consolidated Statements of Operations for the three months ended March 31, 2016 and 2015	6
		Condensed Consolidated Statements of Comprehensive (Loss) Income for the three months ended March 31, 2016 and 2015	7
		Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and 2015	8
		Notes to Condensed Consolidated Financial Statements	9
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	48
	ITEM 4.	Controls and Procedures	49

PART II – OTHER INFORMATION

	ITEM 1.	Legal Proceedings	51
	ITEM 6.	Exhibits	52
SIGNATURES			53

This Quarterly Report on Form 10-Q is filed by PBF Holding Company LLC ("PBF Holding") and PBF Finance Corporation ("PBF Finance"). PBF Holding is a wholly-owned subsidiary of PBF Energy Company LLC ("PBF LLC") and is the parent company for PBF LLC's refinery operating subsidiaries. PBF Finance is a wholly-owned subsidiary of PBF Holding. PBF Holding is an indirect subsidiary of PBF Energy Inc. ("PBF Energy"), which is the sole managing member of, and owner of an equity interest representing approximately 95.2% of the outstanding economic interest in, PBF LLC as of March 31, 2016. PBF Energy operates and controls all of the business and affairs and consolidates the financial results of PBF LLC and its subsidiaries. PBF Holding, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains certain "forward-looking statements", as defined in the Private Securities Litigation Reform Act of 1995, 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," or "anticipates" or similar expressions that relate to our strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to our expectations regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results.

Important factors that could cause actual results to differ materially from our expectations, which we refer to as "cautionary statements," are disclosed under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Form 10-Q and the Annual Report on Form 10-K for the year ended December 31, 2015 of PBF Holding Company LLC and PBF Finance Corporation, which we refer to as our 2015 Annual Report on Form 10-K, and in our other filings with the SEC. All forward-looking information in this Quarterly Report on Form 10-Q and subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:

• supply, demand, prices and other market conditions for our products, including volatility in commodity prices;

• the effects of competition in our markets;

•changes in currency exchange rates, interest rates and capital costs;

• adverse developments in our relationship with both our key employees and unionized employees;

•our ability to operate our businesses efficiently, manage capital expenditures and costs (including general and administrative expenses) and generate earnings and cash flow;

•our substantial indebtedness;

•our supply and inventory intermediation arrangements expose us to counterparty credit and performance risk;

•termination of our A&R Intermediation Agreements with J. Aron could have a material adverse effect on our liquidity, as we would be required to finance our intermediate and refined products inventory covered by the agreements. Additionally, we are obligated to repurchase from J. Aron certain intermediates and finished products located at the Paulsboro and Delaware City refineries’ storage tanks upon termination of these agreements;

•restrictive covenants in our indebtedness that may adversely affect our operational flexibility or ability to make distributions;

•our assumptions regarding payments arising under PBF Energy's tax receivable agreement and other arrangements relating to PBF Energy;

•our expectations and timing with respect to our acquisition activity;

•our expectations with respect to our capital improvement and turnaround projects;

•the status of an air permit to transfer crude through the Delaware City refinery's dock;

•the impact of disruptions to crude or feedstock supply to any of our refineries, including disruptions due to problems at PBFX or with third party logistics infrastructure or operations, including pipeline, marine and rail transportation;

•the impact of current and future laws, rulings and governmental regulations, including the implementation of rules and regulations regarding transportation of crude oil by rail;

•the effectiveness of our crude oil sourcing strategies, including our crude by rail strategy and related commitments;

•adverse impacts related to recent legislation by the federal government lifting the restrictions on exporting U.S. crude oil;

•market risks related to the volatility in the price of Renewable Identification Numbers ("RINs") required to comply with the Renewable Fuel Standards;

•adverse impacts from changes in our regulatory environment or actions taken by environmental interest groups;

•our ability to consummate the pending acquisition of the ownership interests of the Torrance refinery and related logistics assets (collectively, the "Torrance Acquisition"), the timing for the closing of such acquisition and our plans for financing such acquisition;

•our ability to complete the successful integration of the completed acquisition of Chalmette Refining, L.L.C. and related logistic assets (collectively, the "Chalmette Acquisition") and the pending Torrance Acquisition into our business and to realize the benefits from such acquisitions;

•liabilities arising from the Chalmette Acquisition and/or Torrance Acquisition that are unforeseen or exceed our expectations; and

•any decisions we make with respect to our energy-related logistical assets that may be transferred to PBFX.

We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q. 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.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)



	March 31, 2016			December 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	694,882		$	914,749
Accounts receivable	541,524			454,759
Accounts receivable - affiliate	3,197			3,438
Inventories	1,229,299			1,174,272
Prepaid expense and other current assets	61,843			33,701
Total current assets	2,530,745			2,580,919

Property, plant and equipment, net	2,228,541			2,211,090
Deferred charges and other assets, net	366,709			290,713
Total assets	$	5,125,995		$	5,082,722

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	387,809		$	314,843
Accounts payable - affiliate	24,454			23,949
Accrued expenses	1,170,394			1,117,435
Deferred tax liabilities	31,487			—
Deferred revenue	3,154			4,043
Total current liabilities	1,617,298			1,460,270

Delaware Economic Development Authority loan	4,000			4,000
Long-term debt	1,241,844			1,236,720
Affiliate notes payable	469,530			470,047
Deferred tax liabilities	25,721			20,577
Other long-term liabilities	76,621			69,824
Total liabilities	3,435,014			3,261,438

Commitments and contingencies (Note 9)

Equity:
Member's equity	1,482,649			1,479,175
Retained earnings	220,096			349,654
Accumulated other comprehensive loss	(24,148		)	(24,770		)
Total PBF Holding Company LLC equity	1,678,597			1,804,059
Noncontrolling interest	12,384			17,225
Total equity	$	1,690,981		$	1,821,284
Total liabilities and equity	$	5,125,995		$	5,082,722

See notes to condensed consolidated financial statements.

PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands)



	Three Months Ended March 31,
	2016			2015
Revenues	$	2,800,185		$	2,995,136

Costs and expenses:
Cost of sales, excluding depreciation	2,445,983			2,529,040
Operating expenses, excluding depreciation	296,639			233,377
General and administrative expenses	33,269			32,530
Gain on sale of assets	—			(359		)
Depreciation and amortization expense	54,293			46,259
	2,830,184			2,840,847

(Loss) income from operations	(29,999		)	154,289

Other income (expenses)
Change in fair value of catalyst leases	(2,885		)	2,039
Interest expense, net	(33,271		)	(21,072		)
(Loss) income before income taxes	(66,155		)	135,256
Income tax expense	32,273			—
Net (loss) income	(98,428		)	135,256
Less: net income attributable to noncontrolling interests	303			—
Net (loss) income attributable to PBF Holding Company LLC	$	(98,731	)	$	135,256

See notes to condensed consolidated financial statements.

PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(unaudited, in thousands)



	Three Months Ended March 31,
	2016			2015
Net (loss) income	$	(98,428	)	$	135,256
Other comprehensive income:
Unrealized gain on available for sale securities	306			71
Net gain on pension and other postretirement benefits	316			400
Total other comprehensive income	622			471
Comprehensive (loss) income	(97,806		)	135,727
Less: comprehensive income attributable to noncontrolling interests	303			—
Comprehensive (loss) income attributable to PBF Holding Company LLC	$	(98,109	)	$	135,727

See notes to condensed consolidated financial statements.

PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)



	Three Months Ended March 31,
	2016			2015
Cash flows from operating activities:
Net (loss) income	$	(98,428	)	$	135,256
Adjustments to reconcile net (loss) income to net cash (used in) provided by operations:
Depreciation and amortization	56,532			48,282
Stock-based compensation	2,621			2,025
Change in fair value of catalyst lease obligations	2,885			(2,039		)
Deferred income taxes	31,487			—
Change in non-cash lower of cost or market inventory adjustment	(59,063		)	(21,208		)
Non-cash change in inventory repurchase obligations	35,147			66,509
Pension and other post retirement benefit costs	7,680			6,448
Gain on sale of assets	—			(359		)

Changes in current assets and current liabilities:
Accounts receivable	(86,765		)	110,084
Due to/from affiliates	746			2,621
Inventories	4,035			(1,007		)
Prepaid expense and other current assets	(28,142		)	(6,085		)
Accounts payable	72,966			(22,194		)
Accrued expenses	18,167			(197,427		)
Deferred revenue	(889		)	4,859
Other assets and liabilities	(2,200		)	(2,279		)
Net cash (used in) provided by operations	(43,221		)	123,486

Cash flows from investing activities:
Expenditures for property, plant and equipment	(42,731		)	(100,747		)
Expenditures for deferred turnaround costs	(82,747		)	(18,376		)
Expenditures for other assets	(17,163		)	(4,958		)
Chalmette Acquisition working capital settlement	(2,659		)	—
Proceeds from sale of assets	—			77,618
Net cash used in investing activities	(145,300		)	(46,463		)

Cash flows from financing activities:
Distributions to members	(30,829		)	—
Proceeds from affiliate notes payable	—			30,000
Repayment of affiliate notes payable	(517		)	—
Proceeds from Rail Facility revolver borrowings	—			23,425
Repayments of Rail Facility revolver borrowings	—			(22,774		)
Deferred financing costs and other	—			759
Net cash (used in) provided by financing activities	(31,346		)	31,410

Net (decrease) increase in cash and cash equivalents	(219,867		)	108,433
Cash and cash equivalents, beginning of period	914,749			218,403
Cash and cash equivalents, end of period	$	694,882		$	326,836

Supplemental cash flow disclosures
Non-cash activities:
Accrued construction in progress and unpaid fixed assets	$	7,619		$	26,708

See notes to condensed consolidated financial statements.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description of the Business

PBF Holding Company LLC ("PBF Holding" or the "Company"), a Delaware limited liability company, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. PBF Holding is a wholly-owned subsidiary of PBF Energy Company LLC ("PBF LLC"). PBF Energy Inc. ("PBF Energy") is the sole managing member of, and owner of an equity interest representing approximately 95.2% of the outstanding economic interest in, PBF LLC as of March 31, 2016. PBF Finance Corporation ("PBF Finance") is a wholly-owned subsidiary of PBF Holding. Delaware City Refining Company LLC ("Delaware City Refining" or "DCR"), 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" or "TRC"), 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. Collectively, PBF Holding and its consolidated subsidiaries are referred to hereinafter as the "Company".

On May 14, 2014, PBF Logistics LP ("PBFX"), a Delaware master limited partnership, completed its initial public offering (the "PBFX Offering") of 15,812,500 common units. Subsequent to the PBFX Offering, PBF Holding and PBF LLC entered into a series of drop-down transactions with PBFX.

During 2014, PBF Holding distributed to PBF LLC all of the equity interests of certain of its wholly-owned subsidiaries, whose assets consist of a heavy crude oil rail unloading facility (also, capable of unloading light crude oil) at the Delaware City refinery (the "DCR West Rack") and a tank farm and related facilities located at our Toledo refinery, including a propane storage and loading facility (the "Toledo Storage Facility"), which were subsequently acquired by PBFX. In addition, on May 14, 2015, PBF Holding distributed to PBF LLC, which subsequently contributed to PBFX, all of the issued and outstanding limited liability company interests of Delaware Pipeline Company LLC and Delaware City Logistics Company LLC, whose assets consist of a product pipeline, truck rack and related facilities located at our Delaware City refinery (collectively referred to as the “Delaware City Products Pipeline and Truck Rack”). Refer to Note 8 "Related Party Transactions" of our Notes to Condensed Consolidated Financial Statements for further information on agreements entered into with PBFX. Substantially all of the Company’s operations are in the United States. The Company’s four oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and have been aggregated to form one reportable 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. The potential margin volatility can have a material effect on the Company’s financial position, earnings and cash flow.

Basis of Presentation

The unaudited condensed consolidated financial information furnished herein reflects all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, considered necessary for a fair presentation of the financial position and the results of operations and cash flows of the Company for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These interim condensed consolidated financial statements should be read in conjunction with the financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2015 of PBF Holding Company LLC and PBF Finance Corporation. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the full year.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

Noncontrolling Interest

Subsequent to the Chalmette Acquisition (as defined below), PBF Holding recorded noncontrolling interest in two subsidiaries of Chalmette refinery. PBF Holding, through Chalmette Refining, owns an 80% ownership interest in both Collins Pipeline Company and T&M Terminal Company. The Company recorded aggregate earnings related to the noncontrolling interest in these subsidiaries of $303 for the three months ended March 31, 2016.

Prior Period Correction

As of and for the three months ended March 31, 2016, the Company recorded an out-of-period adjustment increasing deferred income tax liabilities and income tax expense by $30,481 as described in Note 6, Income Taxes. The Company has considered existing guidance in evaluating whether a restatement of prior financial statements is required as a result of these misstatements. The Company has quantitatively and qualitatively assessed the materiality of the errors and concluded that this correction did not have a material impact on the financial statements as of and for the three months ended March 31, 2016 and the errors were not material to the prior period financial statements, and accordingly, the Company has not restated any prior period amounts.

Recently Adopted Accounting Guidance

Effective January 1, 2016, the Company adopted Accounting Standard Update ("ASU") No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis" ("ASU 2015-02"), which changed existing consolidation requirements associated with the analysis a reporting entity must perform to determine whether it should consolidate certain types of legal entities, including limited partnerships and variable interest entities. The Company’s adoption of this guidance did not impact our consolidated financial statements.

Effective January 1, 2016, the Company adopted ASU No. 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments" ("ASU 2015-16"), which requires (i) that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, (ii) that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date, (iii) that an entity present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The adoption of this guidance did not materially affect any of the Company's financial statements or related disclosures.

Recent Accounting Pronouncements

In August 2015, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (“ASU 2015-14”), which defers the effective date of ASU 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”) for all entities by one year. The guidance in ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. Under ASU 2015-14, this guidance becomes effective for interim and annual periods beginning after December 15, 2017 and permits the use of either the retrospective or cumulative effect transition method. Under ASU 2015-14, early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company continues to evaluate the impact of this new standard on its consolidated financial statements and related disclosures.

In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), which requires deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. Under ASU 2015-17, this guidance becomes effective for annual periods beginning after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016 and interim periods within those years. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”), which amends how entities measure equity investments that do not result in consolidation and are not accounted for under the equity method and how they present changes in the fair value of financial liabilities measured under the fair value option that are attributable to their own credit. ASU 2016-01 also changes certain disclosure requirements and other aspects of current GAAP but does not change the guidance for classifying and measuring investments in debt securities and loans. Under ASU 2016-01, this guidance becomes effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted in certain circumstances. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), to increase the transparency and comparability about leases among entities. The new guidance requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU No. 2016-06, “Derivatives and Hedging (Topic 815) Contingent Put and Call Options in Debt Instruments No. 2016-06 March 2016 a consensus of the FASB Emerging Issues Task Force” (“ASU 2016-06”), to increase consistency in practice in applying guidance on determining if an embedded derivative is clearly and closely related to the economic characteristics of the host contract, specifically for assessing whether call (put) options that can accelerate the repayment of principal on a debt instrument meet the clearly and closely related criterion. The guidance in ASU 2016-06 applies to all entities that are issuers of or investors in debt instruments (or hybrid financial instruments that are determined to have a debt host) with embedded call (put) options. ASU 2016-06 is effective for interim and annual periods beginning after December 15, 2016, and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”) which is intended to simplify certain aspects of the accounting for share-based payments to employees. The guidance in ASU 2016-09 requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled rather than recording excess tax benefits or deficiencies in additional paid-in capital. The guidance in ASU 2016-09 also allows an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. ASU 2016-09 also contains additional guidance for nonpublic entities that do not apply to the Company. ASU 2016-09 is effective for interim and annual periods beginning after December 15, 2016, and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

2. ACQUISITIONS

Chalmette Acquisition

On November 1, 2015, the Company acquired from ExxonMobil, Mobil Pipe Line Company and PDV Chalmette, L.L.C., 100% of the ownership interests of Chalmette Refining, which owns the Chalmette refinery and related logistics assets (collectively, the “Chalmette Acquisition”). The Chalmette refinery, located outside of New Orleans, Louisiana, is a dual-train coking refinery and is capable of processing both light and heavy crude oil. Subsequent to the closing of the Chalmette Acquisition, Chalmette Refining is a wholly-owned subsidiary of PBF Holding. Chalmette Refining is strategically positioned on the Gulf Coast with logistics connectivity that offers flexible raw material sourcing and product distribution opportunities, including the potential to export products and provides geographic diversification into PADD 3.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

Chalmette Refining owns 100% of the MOEM Pipeline, providing access to the Empire Terminal, as well as the CAM Connection Pipeline, providing access to the Louisiana Offshore Oil Port facility through a third party pipeline. Chalmette Refining also owns 80% of each of the Collins Pipeline Company and T&M Terminal Company, both located in Collins, Mississippi, which provide a clean products outlet for the refinery to the Plantation and Colonial Pipelines. Also included in the acquisition are a marine terminal capable of importing waterborne feedstocks and loading or unloading finished products; a clean products truck rack which provides access to local markets; and a crude and product storage facility.

The aggregate purchase price for the Chalmette Acquisition was $322,000 in cash, plus inventory and final working capital of $245,963. As described below, the valuation of the working capital was finalized in the first quarter of 2016. The transaction was financed through a combination of cash on hand and borrowings under the Company’s existing revolving credit line agreement (the "Revolving Loan").

The Company accounted for the Chalmette Acquisition as a business combination under US GAAP whereby we recognize assets acquired and liabilities assumed in an acquisition at their estimated fair values as of the date of acquisition. Any excess consideration transferred over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. The final purchase price and fair value allocation were completed as of March 31, 2016. During the measurement period, which ended in March 2016, adjustments were made to the Company's preliminary fair value estimates related primarily to inventories and accounts payable.

The following table summarizes the final amounts recognized for assets acquired and liabilities assumed as of the acquisition date.The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows:



	Purchase Price
Net cash	$	587,005
Cash acquired	(19,042		)
Total estimated consideration	$	567,963



	Fair Value Allocation
Accounts receivable	$	1,126
Inventories	271,434
Prepaid expenses and other current assets	913
Property, plant and equipment	356,961
Deferred charges and other assets	8,312
Accounts payable	(4,870		)
Accrued expenses	(28,371		)
Deferred tax liability	(25,721		)
Noncontrolling interest	(11,821		)
Fair value of net assets acquired	$	567,963

In addition, in connection with the acquisition of Chalmette Refining, the Company acquired Collins Pipeline Company and T&M Terminal Company, which are both C-corporations for tax purposes. As a result, the Company recognized a deferred tax liability of $25,721 attributable to the book and tax basis difference in the C-corporation assets, which had a corresponding impact on noncontrolling interests of $5,144. The Company’s consolidated financial statements for the three months ended March 31, 2016 include the results of operations of the Chalmette refinery whereas the same period in 2015 do not include the results of operations of the Chalmette refinery. On an

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

unaudited pro forma basis, the revenues and net income of the Company assuming the acquisition had occurred on January 1, 2015, are shown below. The unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisition occurred on January 1, 2015, nor is the financial information indicative of the results of future operations. The unaudited pro forma financial information includes the depreciation and amortization expense related to the acquisition and interest expense associated with the financing of the Chalmette Acquisition.



	Three Months Ended March 31,
(Unaudited)	2015
Pro forma revenues	$	4,052,933
Pro forma net income attributable to PBF Holding Company LLC	207,919

The unaudited amount of revenues and net income above have been calculated after conforming Chalmette Refining's accounting policies to those of the Company and certain one-time adjustments.

Acquisition Expenses

The Company incurred acquisition related costs consisting primarily of consulting and legal expenses related to the Chalmette Acquisition and other pending and non-consummated acquisitions of $4,724 and $550 in the three months ended March 31, 2016 and 2015, respectively. These costs are included in the consolidated income statement in General and administrative expenses.

3. INVENTORIES

Inventories consisted of the following:



March 31, 2016
	Titled Inventory			Inventory Supply and Intermediation Arrangements			Total
Crude oil and feedstocks	$	1,135,671		$	—		$	1,135,671
Refined products and blendstocks	690,813			400,753			1,091,566
Warehouse stock and other	60,335			—			60,335
	$	1,886,819		$	400,753		$	2,287,572
Lower of cost or market reserve	(900,728		)	(157,545		)	(1,058,273		)
Total inventories	$	986,091		$	243,208		$	1,229,299

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)



December 31, 2015
	Titled Inventory			Inventory Supply and Intermediation Arrangements			Total
Crude oil and feedstocks	$	1,137,605		$	—		$	1,137,605
Refined products and blendstocks	687,389			411,357			1,098,746
Warehouse stock and other	55,257			—			55,257
	$	1,880,251		$	411,357		$	2,291,608
Lower of cost or market reserve	(966,564		)	(150,772		)	(1,117,336		)
Total inventories	$	913,687		$	260,585		$	1,174,272

Inventory under inventory supply and intermediation arrangements includes light finished products sold to counterparties in connection with the amended and restated inventory intermediation agreements (the "A&R Intermediation Agreements") and stored in the Paulsboro and Delaware City refineries' storage facilities; and certain crude oil stored at the Company’s Delaware City refinery's storage facilities that the Company was obligated to purchase as it was consumed in connection with its Crude Supply Agreement that expired on December 31, 2015.

Due to the lower crude oil and refined product pricing environment beginning at the end of 2014 and continuing throughout 2015 and into 2016, the Company recorded adjustments to value its inventories to the lower of cost or market. During the three months ended March 31, 2016, the Company recorded an adjustment to value its inventories to the lower of cost or market which increased both operating income and net income by $59,063 reflecting the net change in the lower of cost or market inventory reserve from $1,117,336 at December 31, 2015 to $1,058,273 at March 31, 2016. During the three months ended March 31, 2015 the Company recorded an adjustment to value its inventories to the lower of cost or market which increased both operating income and net income by $21,208 reflecting the net change in the lower of cost or market inventory reserve from $690,110 at December 31, 2014 to $668,902 at March 31, 2015.

4. DEFERRED CHARGES AND OTHER ASSETS, NET

Deferred charges and other assets, net consisted of the following:



	March 31, 2016		December 31, 2015
Deferred turnaround costs, net	$	237,398	$	177,236
Catalyst, net	89,995		77,725
Linefill	13,504		13,504
Restricted cash	1,500		1,500
Intangible assets, net	209		219
Other	24,103		20,529
Total deferred charges and other assets, net	$	366,709	$	290,713

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

5. ACCRUED EXPENSES

Accrued expenses consisted of the following:



	March 31, 2016		December 31, 2015
Inventory-related accruals	$	583,287	$	548,800
Inventory supply and intermediation arrangements	274,668		252,380
Accrued transportation costs	87,972		91,546
Renewable energy credit obligations	45,729		19,472
Excise and sales tax payable	41,110		34,129
Customer deposits	26,656		20,395
Accrued utilities	24,780		25,192
Accrued interest	23,143		22,313
Accrued salaries and benefits	12,290		61,011
Accrued construction in progress	6,709		7,400
Other	44,050		34,797
Total accrued expenses	$	1,170,394	$	1,117,435

The Company has the obligation to repurchase certain intermediates and finished products that are held in the Company’s refinery storage tanks at the Delaware City and Paulsboro refineries in accordance with the A&R Intermediation Agreements with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. ("J. Aron"). As of March 31, 2016 and December 31, 2015, a liability is recognized for the Inventory supply and intermediation arrangements and is recorded at market price for the J. Aron owned inventory held in the Company's storage tanks under the A&R Inventory Intermediation Agreements, with any change in the market price being recorded in cost of sales.

The Company is subject to obligations to purchase Renewable Identification Numbers ("RINs") required to comply with the Renewable Fuels Standard. The Company's overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by the Environmental Protection Agency ("EPA"). To the degree the Company is unable to blend the required amount of biofuels to satisfy 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 expenses and other current assets when the amount of RINs earned and purchased is greater than the RINs liability.

6. INCOME TAXES

PBF Holding is a limited liability company treated as a "flow-through" entity for income tax purposes. Accordingly, there is generally no benefit or provision for federal or state income tax in the PBF Holding financial statements apart from the income tax attributable to two subsidiaries acquired in connection with the acquisition of Chalmette Refining in the fourth quarter of 2015 and its wholly-owned Canadian subsidiary, PBF Energy Limited ("PBF Ltd."). The two subsidiaries acquired in connection with the Chalmette Acquisition are treated as C-Corporations for income tax purposes.

The two acquired subsidiaries incurred $798 of current of income tax expense for the three months ended March 31, 2016. For the three months ended March 31, 2016, PBF Holding incurred a current tax benefit and deferred tax charge in its income statement of $12 and $31,487, respectively, attributable to PBF Ltd. During the preparation of the financial statements for the first quarter of 2016, management determined that the deferred income tax liabilities for PBF Ltd. were understated for prior periods. As of and for the three months ended March 31, 2016,

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

the Company incurred $30,602 of deferred tax expense and $121 of current tax expense relating to a correction of prior periods which increased the recorded deferred and current tax liabilities by $30,602 and $121, respectively.

7. AFFILIATE NOTES PAYABLE

During 2013, PBF Holding entered into notes payable with PBF LLC. As of March 31, 2016, PBF Holding had outstanding notes payable with PBF Energy and PBF LLC for an aggregate principal amount of $469,530 ($470,047 as of December 31, 2015). The notes have an interest rate of 2.5% and a five year term but may be prepaid in whole or in part at any time, at the option of PBF Holding, without penalty or premium.

8. RELATED PARTY TRANSACTIONS

Commercial Agreements

PBF Holding entered into long-term, fee-based commercial agreements with PBFX. Under these agreements, PBFX provides various rail and truck terminaling and storage services to PBF Holding and PBF Holding has committed to provide PBFX with minimum fees based on minimum monthly throughput volumes. The fees under each of these agreements are indexed for inflation and any increase in operating costs for providing such services to the Company. Prior to the PBFX Offering, the DCR Rail Terminal, Toledo Truck Terminal, the DCR West Rack and the Toledo Storage Facility and other assets contributed to PBFX subsequent to the PBFX Offering were owned, operated and maintained by PBF Holding. Therefore, PBF Holding did not previously pay a fee for the utilization of the facilities.

Below is a summary of the commercial agreements entered into during the years ended December 31, 2015 and 2014 with PBFX having initial terms ranging from seven to ten years and corresponding fees for the use of each of the assets. Each of these commercial agreements contains minimum volume commitments. The fees under each commercial agreement are indexed for inflation and the agreements give PBF Holding the option to renew for two additional five year terms following the expiration of the initial term.

•

A rail terminaling services agreement with PBFX with an initial term of approximately seven years, under which PBFX provides terminaling services at the DCR Rail Terminal (the "DCR Terminaling Agreement"). Pursuant to the DCR Terminaling Agreement, and based on the change in the U.S. Producer Price Index (the “PPI”), effective January 1, 2016, the terminaling service fee was decreased to $2.014 per barrel up to the minimum throughput commitment and $0.503 per barrel for volumes that exceed the minimum throughput commitment;

•

A truck unloading and terminaling services agreement with PBFX, with an initial term of approximately seven years, under which PBFX provides terminaling services at the Toledo Truck Terminal (the "Toledo Terminaling Agreement"). Pursuant to the Toledo Terminaling Agreement, and based on the change in the PPI, effective January 1, 2016, the terminaling service fee was decreased to $1.007 per barrel;


•	A terminaling services agreement, with an initial term of approximately seven years, under which PBFX provides rail terminaling services to PBF Holding at the DCR West Rack (the "West Ladder Rack Terminaling Agreement");

•

A storage and terminaling services agreement, with an initial term of ten years, under which PBFX provides storage and terminaling services to PBF Holding at the Toledo Storage Facility (the "Toledo Storage Facility Storage and Terminaling Agreement"). Additionally, the Toledo Storage Facility Storage and Terminaling Agreement contains minimum requirements for the amount of storage contracted by PBF Holding;


•	A pipeline service agreement with PBFX, with an initial term of approximately ten years, under which PBFX, through Delaware Pipeline Company (“DPC”), provides pipeline services to PBF Holding at the Delaware City Products Pipeline (the "Delaware City Pipeline Services Agreement"); and

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)


•	A truck loading service agreement with PBFX, with an initial term of approximately ten years, under which PBFX, through Delaware City Logistics Company LLC (“DCLC”), provides terminaling services to PBF Holding at the Delaware City Truck Rack (the "Delaware City Truck Loading Agreement").

Other Agreements

In addition to the commercial agreements described above, PBF Holding also entered into an omnibus agreement with PBFX, PBF GP and PBF LLC, which addresses the payment of an annual fee, in the amount of $2,350 per year, for the provision of various general and administrative services, among other matters (as amended from time to time, the "Omnibus Agreement"). PBF Holding and certain of its subsidiaries entered into an operation and management services and secondment agreement with PBFX under which PBFX reimburses PBF Holding for the provision of certain operational services to PBFX in support of its operations, including operational services performed by certain of PBF Holding's field-level employees (as amended from time to time, the "Services Agreement").

Summary of Transactions

A summary of revenue and expense transactions with our affiliates is as follows:



	Three Months Ended March 31,
	2016		2015
Revenues under affiliate agreements:
Omnibus Agreement	$	844	$	1,181
Services Agreement	1,122		1,100
Total expenses under commercial agreements	36,549		30,565

9. COMMITMENTS AND CONTINGENCIES

Environmental Matters

The Company’s refineries are subject to extensive and frequently changing federal, state and local laws and regulations, including, but not limited to, those relating to the discharge of materials into the environment or that otherwise relate to the protection of the environment, waste management and the characteristics and the compositions of fuels. Compliance with existing and anticipated laws and regulations can increase the overall cost of operating the refineries, including remediation, operating costs and capital costs to construct, maintain and upgrade equipment and facilities.

In connection with the Paulsboro refinery acquisition, the Company assumed certain environmental remediation obligations. The environmental liability of $12,021 recorded as of March 31, 2016 ($10,367 as of December 31, 2015) represents the present value of expected future costs discounted at a rate of 8.0%. The current portion of the environmental liability is recorded in Accrued expenses and the non-current portion is recorded in Other long-term liabilities. As of March 31, 2016 and December 31, 2015, this liability is self-guaranteed by the Company.

In connection with the acquisition of the Delaware City assets, Valero Energy Corporation ("Valero") remains responsible for certain pre-acquisition environmental obligations up to $20,000 and the predecessor to Valero in ownership of the refinery retains other historical obligations.

In connection with the acquisition of the Delaware City assets and the Paulsboro refinery, the Company and Valero purchased ten year, $75,000 environmental insurance policies to insure against unknown environmental liabilities at each site. In connection with the Toledo refinery acquisition, Sunoco, Inc. (R&M) ("Sunoco") remains responsible

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

for environmental remediation for conditions that existed on the closing date for twenty years from March 1, 2011, subject to certain limitations.

In connection with the acquisition of the Chalmette refinery, the Company obtained $3,936 in financial assurance (in the form of a surety bond) to cover estimated potential site remediation costs associated with an agreed to Administrative Order of Consent with the EPA. The estimated cost assumes remedial activities will continue for a minimum of thirty years. Further, in connection with the acquisition of the Chalmette refinery, the Company purchased a ten year, $100,000 environmental insurance policy to insure against unknown environmental liabilities at the refinery.

In 2010, New York State adopted a Low-Sulfur Heating Oil mandate that, beginning July 1, 2012, requires all heating oil sold in New York State to contain no more than 15 parts per million ("PPM") sulfur. Since July 1, 2012, other states in the Northeast market began requiring heating oil sold in their state to contain no more than 15 PPM sulfur. Currently, six Northeastern states require heating oil with 15 PPM or less sulfur. By July 1, 2016, two more states are expected to adopt this requirement and by July 1, 2018 most of the remaining Northeastern states (except for Pennsylvania and New Hampshire) will require heating oil with 15 PPM or less sulfur. All of the heating oil the Company currently produces meets these specifications. The mandate and other requirements do not currently have a material impact on the Company's financial position, results of operations or cash flows.

The EPA issued the final Tier 3 Gasoline standards on March 3, 2014 under the Clean Air Act. This final rule establishes more stringent vehicle emission standards and further reduces the sulfur content of gasoline starting in January of 2017. The new standard is set at 10 PPM sulfur in gasoline on an annual average basis starting January 1, 2017, with a credit trading program to provide compliance flexibility. The EPA responded to industry comments on the proposed rule and maintained the per gallon sulfur cap on gasoline at the existing 80 PPM cap. The standards set by the new rule are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

The EPA was required to release the final annual standards for the Reformulated Fuels Standard ("RFS") for 2014 no later than Nov 29, 2013 and for 2015 no later than Nov 29, 2014. The EPA did not meet these requirements but did release proposed standards for 2014. The EPA did not finalize this proposal in 2014. The EPA published the final 2014-2016 Renewable standards late in 2015. The EPA essentially set the standards for 2014 and 2015 at the estimated actual renewable fuel used in each year given they were for the most part regulating activities that had already occurred. In setting the 2016 standards the EPA recognized the E10 blend wall and used the general waiver authority to set the 2016 renewable fuel requirement lower than the original requirements stated in the Energy Independence Security Act (EISA). These new standards are being challenged by both renewable fuel producers and obligated parties in legal actions. The courts are attempting to consolidate some of these challenges. It appears unlikely the courts will be able resolve these issues before EPA releases the final 2017 standards late in 2016 assuming they stay on schedule. The Company is currently evaluating the final standards and they may have a material impact on the Company's cost of compliance with RFS 2.

The EPA published a Final Rule to the Clean Water Act ("CWA") Section 316(b) in August 2014 regarding cooling water intake structures, which includes requirements for petroleum refineries. The purpose of this rule is to prevent fish from being trapped against cooling water intake screens (impingement) and to prevent fish from being drawn through cooling water systems (entrainment). Facilities will be required to implement Best Technology Available (BTA) as soon as possible, but state agencies have the discretion to establish implementation time lines. The Company continues to evaluate the impact of this regulation, and at this time does not anticipate it having a material impact on the Company’s financial position, results of operations or cash flows.

In addition, on December 1, 2015 the EPA finalized revisions to an existing air regulation concerning Maximum Achievable Control Technologies ("MACT") for Petroleum Refineries. The regulation requires additional continuous monitoring systems for eligible process safety valves relieving to atmosphere, minimum flare gas heat (Btu) content, and delayed coke drum vent controls to be installed by January 30, 2019. In addition, a program for ambient fence line monitoring for benzene will need to be implemented by January 30, 2018. The Company is

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

currently evaluating the final standards to evaluate the impact of this regulation, and at this time does not anticipate it will have a material impact on the Company's financial position, results of operations or cash flows.

In late 2015, the EPA initiated enforcement proceedings against companies it believes produced invalid RINs. The Company purchased RINs to satisfy a portion of its obligations under the Renewable Fuels Standard program for calendar year 2012 and had purchased some RINs the EPA considered invalid. The Company continues to purchase RINs to satisfy its obligations under the RFS program, and on April 11, 2016, the Company was notified by the EPA that the EPA’s records indicated that it used potentially invalid RINs generated by one of the companies. The EPA directed the Company to resubmit reports to remove the potentially invalid RINs and to replace the invalid RINs with valid RINs with the same D Code. The Company has retired the invalid RINs and on May 6, 2016, the counterparty who sold the RINs to the Company replaced the RINs. The counterparty has also agreed to indemnify the Company for certain penalties to the extent imposed by the EPA. While the Company does not know what actions the EPA will take, or penalties it will impose with respect to these identified RINs or any other RINs it has purchased that the EPA may identify as being invalid, at this time, the Company does not expect any such action or penalties would have a material effect on its financial condition, results of operations or cash flows.

The Company is also currently subject to certain other existing environmental claims and proceedings. The Company believes that there is only a remote possibility that future costs related to any of these other known contingent liability exposures would have a material impact on its financial position, results of operations or cash flows.

PBF LLC Limited Liability Company Agreement

The holders of limited liability company interests in PBF LLC, including PBF Energy, generally have to include for purposes of calculating their U.S. federal, state and local income taxes their share of any taxable income of PBF LLC, regardless of whether such holders receive cash distributions from PBF LLC. PBF Energy ultimately may not receive cash distributions from PBF LLC equal to its share of such taxable income or even equal to the actual tax due with respect to that income. For example, PBF LLC is required to include in taxable income PBF LLC’s allocable share of PBFX’s taxable income and gains (such share to be determined pursuant to the partnership agreement of PBFX), regardless of the amount of cash distributions received by PBF LLC from PBFX, and such taxable income and gains will flow-through to PBF Energy to the extent of its allocable share of the taxable income of PBF LLC. As a result, at certain times, the amount of cash otherwise ultimately available to PBF Energy on account of its indirect interest in PBFX may not be sufficient for PBF Energy to pay the amount of taxes it will owe on account of its indirect interests in PBFX.

Taxable income of PBF LLC generally is allocated to the holders of PBF LLC units (including PBF Energy) pro-rata in accordance with their respective share of the net profits and net losses of PBF LLC. In general, PBF LLC is required to make periodic tax distributions to the members of PBF LLC, including PBF Energy, pro-rata in accordance with their respective percentage interests for such period (as determined under the amended and restated limited liability company agreement of PBF LLC), subject to available cash and applicable law and contractual restrictions (including pursuant to our debt instruments) and based on certain assumptions. Generally, these tax distributions are required to be in an amount equal to our estimate of the taxable income of PBF LLC for the year multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, New York (taking into account the nondeductibility of certain expenses). If, with respect to any given calendar year, the aggregate periodic tax distributions were less than the actual taxable income of PBF LLC multiplied by the assumed tax rate, PBF LLC is required to make a “true up” tax distribution, no later than March 15 of the following year, equal to such difference, subject to the available cash and borrowings of PBF LLC. PBF LLC obtains funding to pay its tax distributions by causing PBF Holding to distribute cash to PBF LLC and from distributions it receives from PBFX.

Tax Receivable Agreement

PBF Energy (the Company's indirect parent) entered into a tax receivable agreement with the PBF LLC Series A and PBF LLC Series B Unit holders (the “Tax Receivable Agreement”) that provides for the payment by PBF

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

Energy to such persons of an amount equal to 85% of the amount of the benefits, if any, that PBF Energy is deemed to realize as a result of (i) increases in tax basis, as described below, and (ii) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. For purposes of the Tax Receivable Agreement, the benefits deemed realized by PBF Energy will be computed by comparing the actual income tax liability of PBF Energy (calculated with certain assumptions) to the amount of such taxes that PBF Energy would have been required to pay had there been no increase to the tax basis of the assets of PBF LLC as a result of purchases or exchanges of PBF LLC Series A Units for shares of PBF Energy's Class A common stock and had PBF Energy not entered into the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless: (i) PBF Energy exercises its right to terminate the Tax Receivable Agreement, (ii) PBF Energy breaches any of its material obligations under the Tax Receivable Agreement or (iii) certain changes of control occur, in which case all obligations under the Tax Receivable Agreement will generally be accelerated and due as calculated under certain assumptions.

The payment obligations under the Tax Receivable Agreement are obligations of PBF Energy and not of PBF LLC or the Company. In general, PBF Energy expects to obtain funding for these annual payments from PBF LLC, primarily through tax distributions, which PBF LLC makes on a pro-rata basis to its owners. Such owners include PBF Energy, which holds a 95.2% interest in PBF LLC as of March 31, 2016 (95.1% as of December 31, 2015). PBF LLC obtains funding to pay its tax distributions by causing PBF Holding to distribute cash to PBF LLC and from distributions it receives from PBFX.

10. EMPLOYEE BENEFIT PLANS

The components of net periodic benefit cost related to the Company’s defined benefit plans consisted of the following:



	Three Months Ended March 31,
Pension Benefits	2016			2015
Components of net periodic benefit cost:
Service cost	$	7,340		$	5,790
Interest cost	776			709
Expected return on plan assets	(1,106		)	(829		)
Amortization of prior service costs	13			13
Amortization of loss	194			311
Net periodic benefit cost	$	7,217		$	5,994



	Three Months Ended March 31,
Post Retirement Medical Plan	2016		2015
Components of net periodic benefit cost:
Service cost	$	220	$	244
Interest cost	134		134
Amortization of prior service costs	109		76
Amortization of loss (gain)	—		—
Net periodic benefit cost	$	463	$	454

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

11. 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 March 31, 2016 and December 31, 2015.

We have elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty; however, fair value amounts by hierarchy level are presented on a gross basis in the tables below. We have posted cash margin with various counterparties to support hedging and trading activities. The cash margin posted is required by counterparties as collateral deposits and cannot be offset against the fair value of open contracts except in the event of default. We have no derivative contracts that are subject to master netting arrangements that are reflected gross on the balance sheet.



	As of March 31, 2016
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
	Level 1		Level 2		Level 3		Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
Assets:
Money market funds	$	507,498	$	—	$	—	$	507,498	N/A		$	507,498
Commodity contracts	29,761		21,346		1,915		53,022		(38,338	)	14,684
Derivatives included with inventory intermediation agreement obligations	—		365		—		365		—		365
Liabilities:
Commodity contracts	34,368		3,970		—		38,338		(38,338	)	—
Catalyst lease obligations	—		34,688		—		34,688		—		34,688



	As of December 31, 2015
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
	Level 1		Level 2		Level 3		Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
Assets:
Money market funds	$	631,280	$	—	$	—	$	631,280	N/A		$	631,280
Commodity contracts	63,810		31,256		3,543		98,609		(52,482	)	46,127
Derivatives included with inventory intermediation agreement obligations	—		35,511		—		35,511		—		35,511
Liabilities:
Commodity contracts	49,960		2,522		—		52,482		(52,482	)	—
Catalyst lease obligations	—		31,802		—		31,802		—		31,802

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 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

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

are not readily available due to market illiquidity. The forward prices used to value these swaps were derived using broker quotes, prices from other third party sources and other available market based data.


•	The derivatives included with inventory supply arrangement obligations, derivatives included with inventory intermediation agreement obligations and the catalyst lease obligations are categorized in Level 2 of the fair value hierarchy and are measured at fair value using a market approach based upon commodity prices for similar instruments quoted in active markets.

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 March 31, 2016 and December 31, 2015, $9,645 and $9,325, 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:



	Three Months Ended March 31,
	2016			2015
Balance at beginning of period	$	3,543		$	1,521
Purchases	—			—
Settlements	(256		)	(1,200		)
Unrealized gain included in earnings	(1,372		)	9,357
Transfers into Level 3	—			—
Transfers out of Level 3	—			—
Balance at end of period	$	1,915		$	9,678

There were no transfers between levels during the three months ended March 31, 2016 and 2015, respectively.

Fair value of debt

The table below summarizes the fair value and carrying value of debt as of March 31, 2016 and December 31, 2015.



	March 31, 2016				December 31, 2015
	Carrying value		Fair value		Carrying value		Fair value
Senior Secured Notes due 2020 (a)	$	669,940	$	702,571	$	669,644	$	706,246
Senior Secured Notes due 2023 (a)	500,000		474,138		500,000		492,452
Rail Facility (b)	67,491		67,491		67,491		67,491
Catalyst leases (c)	34,688		34,688		31,802		31,802
Revolving Loan (b)	—		—		—		—
	1,272,119		1,278,888		1,268,937		1,297,991
Less - Current maturities	—		—		—		—
Less - Unamortized deferred financing costs	30,275		n/a		32,217		n/a
Long-term debt	$	1,241,844	$	1,278,888	$	1,236,720	$	1,297,991

(a) The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the Senior Secured Notes.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

(b) The estimated fair value approximates carrying value, categorized as a Level 2 measurement, as these borrowings bear interest based upon short-term floating market interest rates.

(c) Catalyst leases are valued using a market approach based upon commodity prices for similar instruments quoted in active markets and are categorized as a Level 2 measurement. The Company has elected the fair value option for accounting for its catalyst lease repurchase obligations as the Company's liability is directly impacted by the change in fair value of the underlying catalyst.

12. DERIVATIVES

The Company uses derivative instruments to mitigate certain exposures to commodity price risk. Prior to December 31, 2015, the Company’s crude supply agreement contained purchase obligations for certain volumes of crude oil and other feedstocks. In addition, the Company entered into Inventory Intermediation Agreements commencing in July 2013 that contain purchase obligations for certain volumes of intermediates and refined products. The purchase obligations related to crude oil, feedstocks, intermediates and refined products under these agreements are derivative instruments that have been designated as fair value hedges in order to hedge the commodity price volatility of certain refinery inventory. The fair value of these purchase obligation derivatives is based on market prices of the underlying crude oil and refined products. The level of activity for these derivatives is based on the level of operating inventories.

As of March 31, 2016, there were no barrels of crude oil and feedstocks (no barrels at December 31, 2015) outstanding under these derivative instruments designated as fair value hedges and no barrels (no barrels at December 31, 2015) outstanding under these derivative instruments not designated as hedges. As of March 31, 2016, there were 3,440,594 barrels of intermediates and refined products (3,776,011 barrels at December 31, 2015) outstanding under these derivative instruments designated as fair value hedges and no barrels (no barrels at December 31, 2015) outstanding under these derivative instruments not designated as hedges. These volumes represent the notional value of the contract.

The Company also enters into economic hedges primarily consisting of commodity derivative contracts that are not designated as hedges and are used to manage price volatility in certain crude oil and feedstock inventories as well as crude oil, feedstock, and refined product sales or purchases. The objective in entering into economic hedges is consistent with the objectives discussed above for fair value hedges. As of March 31, 2016, there were 39,380,250 barrels of crude oil and 4,502,000 barrels of refined products (39,577,000 and 4,599,136, respectively, as of December 31, 2015), outstanding under short and long term commodity derivative contracts not designated as hedges representing the notional value of the contracts.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

The following tables provide information about the fair values of these derivative instruments as of March 31, 2016 and December 31, 2015 and the line items in the consolidated balance sheet in which the fair values are reflected.



Description	Balance Sheet Location	Fair Value Asset/(Liability)
Derivatives designated as hedging instruments:
March 31, 2016:
Derivatives included with the inventory intermediation agreement obligations	Accrued expenses	$	365
December 31, 2015:
Derivatives included with the inventory intermediation agreement obligations	Accrued expenses	$	35,511

Derivatives not designated as hedging instruments:
March 31, 2016:
Commodity contracts	Accounts receivable	$	14,684
December 31, 2015:
Commodity contracts	Accounts receivable	$	46,127

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

The following table provides information about the gain or loss recognized in income on these derivative instruments and the line items in the consolidated financial statements in which such gains and losses are reflected.



Description	Location of Gain or (Loss) Recognized in Income on Derivatives	Gain or (Loss) Recognized in Income on Derivatives
Derivatives designated as hedging instruments:
For the three months ended March 31, 2016:
Derivatives included with the inventory intermediation agreement obligations	Cost of sales	$	(35,146	)
For the three months ended March 31, 2015:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(2,821	)
Derivatives included with the inventory intermediation agreement obligations	Cost of sales	$	(63,686	)

Derivatives not designated as hedging instruments:
For the three months ended March 31, 2016:
Commodity contracts	Cost of sales	$	(19,953	)
For the three months ended March 31, 2015:
Commodity contracts	Cost of sales	$	(41,128	)

Hedged items designated in fair value hedges:
For the three months ended March 31, 2016:
Intermediate and refined product inventory	Cost of sales	$	35,146
For the three months ended March 31, 2015:
Crude oil and feedstock inventory	Cost of sales	$	2,821
Intermediate and refined product inventory	Cost of sales	$	63,686

The Company had no ineffectiveness related to the Company's fair value hedges for the three months ended March 31, 2016 and 2015.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

13. SUBSEQUENT EVENTS

Distributions

On April 28, 2016, PBF Energy, PBF Holding's indirect parent, declared a dividend of $0.30 per share on its outstanding Class A common stock. The dividend is payable on May 31, 2016 to PBF Energy Class A common stockholders of record at the close of business on May 13, 2016. PBF Holding intends to make a distribution of approximately $30,839 to PBF LLC, which in turn will make pro-rata distributions to its members, including PBF Energy. PBF Energy will then use this distribution to fund the dividend payments to the shareholders of PBF Energy.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

PBF Services Company, Delaware City Refining Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Paulsboro Natural Gas Pipeline Company LLC, Toledo Refining Company LLC, Chalmette Refining, L.L.C. and PBF Investments LLC are 100% owned subsidiaries of PBF Holding and serve as guarantors of the obligations under the Senior Secured Notes. These guarantees are full and unconditional and joint and several. For purposes of the following footnote, PBF Holding is referred to as "Issuer." The indentures dated February 9, 2012 and November 24, 2015, among PBF Holding, PBF Finance, the guarantors party thereto and Wilmington Trust, National Association, governs subsidiaries designated as "Guarantor Subsidiaries." PBF Energy Limited, PBF Transportation Company LLC, PBF Rail Logistics Company LLC, MOEM Pipeline LLC, Collins Pipeline Company and T&M Terminal Company are consolidated subsidiaries of the Company that are not guarantors of the Senior Secured Notes.

The Senior Secured Notes were co-issued by PBF Finance. For purposes of the following footnote, PBF Finance is referred to as “Co-Issuer.” The Co-Issuer has no independent assets or operations.

The following supplemental combining and condensed consolidating financial information reflects the Issuer’s separate accounts, the combined accounts of the Guarantor Subsidiaries and Non-Guarantor Subsidiaries, the combining and consolidating adjustments and eliminations and the Issuer’s consolidated accounts for the dates and periods indicated. For purposes of the following combining and consolidating information, the Issuer’s investment in its subsidiaries and the Guarantor subsidiaries' investments in its subsidiaries are accounted for under the equity method of accounting.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)



	March 31, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	640,779		$	16,580		$	39,816	$	(2,293	)	$	694,882
Accounts receivable	528,782			4,340			8,402		—			541,524
Accounts receivable - affiliate	251			2,946			—		—			3,197
Inventories	631,279			372,441			225,579		—			1,229,299
Prepaid expense and other current assets	30,470			31,090			283		—			61,843
Due from related parties	21,186,259			20,857,235			3,571,997		(45,615,491		)	—
Total current assets	23,017,820			21,284,632			3,846,077		(45,617,784		)	2,530,745

Property, plant and equipment, net	28,959			1,975,647			223,935		—			2,228,541
Investment in subsidiaries	1,351,060			118,982			—		(1,470,042		)	—
Deferred charges and other assets, net	19,776			345,433			1,500		—			366,709
Total assets	$	24,417,615		$	23,724,694		$	4,071,512	$	(47,087,826	)	$	5,125,995

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	232,429		$	150,684		$	6,989	$	(2,293	)	$	387,809
Accounts payable - affiliate	24,454			—			—		—			24,454
Accrued expenses	503,062			526,971			140,361		—			1,170,394
Deferred tax liability	—			—			31,487		—			31,487
Deferred revenue	3,154			—			—		—			3,154
Due to related parties	20,323,677			21,753,202			3,538,612		(45,615,491		)	—
Total current liabilities	21,086,776			22,430,857			3,717,449		(45,617,784		)	1,617,298

Delaware Economic Development Authority loan	—			4,000			—		—			4,000
Long-term debt	1,140,118			34,609			67,117		—			1,241,844
Affiliate notes payable	469,530			—			—		—			469,530
Deferred tax liability	—			—			25,721		—			25,721
Other long-term liabilities	30,210			46,411			—		—			76,621
Total liabilities	22,726,634			22,515,877			3,810,287		(45,617,784		)	3,435,014

Commitments and contingencies

Equity:
Member's equity	1,482,649			1,071,405			158,329		(1,229,734		)	1,482,649
Retained earnings (accumulated deficit)	220,096			133,264			102,896		(236,160		)	220,096
Accumulated other comprehensive (loss) income	(24,148		)	(8,236		)	—		8,236			(24,148		)
Total PBF Holding Company LLC equity	1,678,597			1,196,433			261,225		(1,457,658		)	1,678,597
Noncontrolling interest	12,384			12,384			—		(12,384		)	12,384
Total equity	1,690,981			1,208,817			261,225		(1,470,042		)	1,690,981
Total liabilities and equity	$	24,417,615		$	23,724,694		$	4,071,512	$	(47,087,826	)	$	5,125,995

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)



	December 31, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	882,820		$	6,236		$	28,968	$	(3,275	)	$	914,749
Accounts receivable	430,809			11,057			12,893		—			454,759
Accounts receivable - affiliate	917			2,521			—		—			3,438
Inventories	608,646			363,151			202,475		—			1,174,272
Prepaid expense and other current assets	24,243			9,074			384		—			33,701
Due from related parties	20,236,649			20,547,503			3,262,382		(44,046,534		)	—
Total current assets	22,184,084			20,939,542			3,507,102		(44,049,809		)	2,580,919

Property, plant and equipment, net	25,240			1,960,066			225,784		—			2,211,090
Investment in subsidiaries	1,740,111			143,349			—		(1,883,460		)	—
Deferred charges and other assets, net	23,973			265,240			1,500		—			290,713
Due from related party - long term	—			—			20,577		(20,577		)	—
Total assets	$	23,973,408		$	23,308,197		$	3,754,963	$	(45,953,846	)	$	5,082,722

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	196,988		$	113,564		$	7,566	$	(3,275	)	$	314,843
Accounts Payable - affiliate	23,949			—			—		—			23,949
Accrued expenses	503,179			495,842			118,414		—			1,117,435
Deferred revenue	4,043			—			—		—			4,043
Due to related parties	19,787,807			21,026,310			3,232,417		(44,046,534		)	—
Total current liabilities	20,515,966			21,635,716			3,358,397		(44,049,809		)	1,460,270

Delaware Economic Development Authority loan	—			4,000			—		—			4,000
Long-term debt	1,137,980			31,717			67,023		—			1,236,720
Affiliate notes payable	470,047			—			—		—			470,047
Deferred tax liability	—			—			20,577		—			20,577
Other long-term liabilities	28,131			41,693			—		—			69,824
Due to related party - long term	—			20,577			—		(20,577		)	—
Total liabilities	22,152,124			21,733,703			3,445,997		(44,070,386		)	3,261,438

Commitments and contingencies

Equity:
Member's equity	1,479,175			1,062,717			182,696		(1,245,413		)	1,479,175
Retained earnings (accumulated deficit)	349,654			502,788			126,270		(629,058		)	349,654
Accumulated other comprehensive (loss) income	(24,770		)	(8,236		)	—		8,236			(24,770		)
Total PBF Holding Company LLC equity	1,804,059			1,557,269			308,966		(1,866,235		)	1,804,059
Noncontrolling interest	17,225			17,225			—		(17,225		)	17,225
Total equity	1,821,284			1,574,494			308,966		(1,883,460		)	1,821,284
Total liabilities and equity	$	23,973,408		$	23,308,197		$	3,754,963	$	(45,953,846	)	$	5,082,722

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)



	Three Months Ended March 31, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total

Revenues	$	2,795,916		$	49,619		$	320,720		$	(366,070	)	$	2,800,185

Costs and expenses
Cost of sales, excluding depreciation	2,439,388			63,970			308,695			(366,070		)	2,445,983
Operating expenses, excluding depreciation	(372		)	294,034			2,977			—			296,639
General and administrative expenses	28,697			6,851			(2,279		)	—			33,269
Depreciation and amortization expense	1,697			50,742			1,854			—			54,293
	2,469,410			415,597			311,247			(366,070		)	2,830,184

Income (loss) from operations	326,506			(365,978		)	9,473			—			(29,999		)

Other income (expense)
Equity in (loss) earnings of subsidiaries	(392,593		)	—			—			392,593			—
Change in fair value of catalyst lease	—			(2,885		)	—			—			(2,885		)
Interest expense, net	(32,341		)	(358		)	(572		)	—			(33,271		)
Net (loss) income before income taxes	(98,428		)	(369,221		)	8,901			392,593			(66,155		)
Income taxes expense	—			—			32,273			—			32,273
Net (loss) income	(98,428		)	(369,221		)	(23,372		)	392,593			(98,428		)
Less: net income attributable to noncontrolling interest	303			303			—			(303		)	303
Net (loss) income attributable to PBF Holding Company LLC	$	(98,731	)	$	(369,524	)	$	(23,372	)	$	392,896		$	(98,731	)

Comprehensive (loss) income attributable to PBF Holding Company LLC	$	(98,109	)	$	(369,524	)	$	(23,372	)	$	392,896		$	(98,109	)

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)



	Three Months Ended March 31, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total

Revenues	$	2,992,157		$	260,833		$	498,603		$	(756,457	)	$	2,995,136

Costs and expenses
Cost of sales, excluding depreciation	2,490,763			338,657			456,077			(756,457		)	2,529,040
Operating expenses, excluding depreciation	806			232,905			(334		)	—			233,377
General and administrative expenses	25,683			5,520			1,327			—			32,530
Gain on sale of assets	(182		)	—			(177		)	—			(359		)
Depreciation and amortization expense	3,042			42,763			454			—			46,259
	2,520,112			619,845			457,347			(756,457		)	2,840,847

Income (loss) from operations	472,045			(359,012		)	41,256			—			154,289

Other income (expense)
Equity in earnings (loss) of subsidiaries	(318,138		)	—			—			318,138			—
Change in fair value of catalyst lease	—			2,039			—			—			2,039
Interest expense, net	(18,651		)	(1,693		)	(728		)	—			(21,072		)
Net income (loss)	135,256			(358,666		)	40,528			318,138			135,256
Less: net income attributable to noncontrolling interest	—			—			—			—			—
Net (loss) income attributable to PBF Holding Company LLC	$	135,256		$	(358,666	)	$	40,528		$	318,138		$	135,256

Comprehensive (loss) income attributable to PBF Holding Company LLC	$	135,727		$	(358,666	)	$	40,528		$	318,138		$	135,727

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)



	Three Months Ended March 31, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net (loss) income	$	(98,428	)	$	(369,221	)	$	(23,372	)	$	392,593		$	(98,428	)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization	3,884			50,700			1,948			—			56,532
Stock-based compensation	—			2,621			—			—			2,621
Change in fair value of catalyst lease obligations	—			2,885			—			—			2,885
Deferred income taxes	—			—			31,487			—			31,487
Change in non-cash lower of cost or market inventory adjustment	(78,159		)	19,096			—			—			(59,063		)
Non-cash change in inventory repurchase obligations	—			35,147			—			—			35,147
Pension and other post retirement benefit costs	1,732			5,948			—			—			7,680
Equity in earnings of subsidiaries	392,593			—			—			(392,593		)	—
Changes in current assets and current liabilities:
Accounts receivable	(97,973		)	6,717			4,491			—			(86,765		)
Due to/from affiliates	(412,569		)	416,735			(3,420		)	—			746
Inventories	55,526			(28,387		)	(23,104		)	—			4,035
Prepaid expenses and other current assets	(6,227		)	(22,016		)	101			—			(28,142		)
Accounts payable	35,441			37,120			(577		)	982			72,966
Accrued expenses	(119		)	(3,661		)	21,947			—			18,167
Deferred revenue	(889		)	—			—			—			(889		)
Other assets and liabilities	(41		)	(3,511		)	1,352			—			(2,200		)
Net cash provided by (used in) operating activities	(205,229		)	150,173			10,853			982			(43,221		)

Cash flows from investing activities:
Expenditures for property, plant and equipment	(5,466		)	(37,260		)	(5		)	—			(42,731		)
Expenditures for deferred turnaround costs	—			(82,747		)	—			—			(82,747		)
Expenditures for other assets	—			(17,163		)	—			—			(17,163		)
Chalmette Acquisition working capital settlement	—			(2,659		)	—			—			(2,659		)
Net cash (used in) provided by investing activities	(5,466		)	(139,829		)	(5		)	—			(145,300		)

Cash flows from financing activities:
Distribution to members	(30,829		)	—			—			—			(30,829		)
Repayment of affiliate notes payable	(517		)	—			—			—			(517		)
Net cash used in financing activities	(31,346		)	—			—			—			(31,346		)

Net (decrease) increase in cash and cash equivalents	(242,041		)	10,344			10,848			982			(219,867		)
Cash and cash equivalents, beginning of period	882,820			6,236			28,968			(3,275		)	914,749
Cash and cash equivalents, end of period	$	640,779		$	16,580		$	39,816		$	(2,293	)	$	694,882

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)



	Three Months Ended March 31, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	135,256		$	(358,666	)	$	40,528		$	318,138		$	135,256
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation and amortization	4,823			42,789			670			—			48,282
Stock-based compensation	—			2,025			—			—			2,025
Change in fair value of catalyst lease obligations	—			(2,039		)	—			—			(2,039		)
Non-cash change in inventory repurchase obligations	—			66,509			—			—			66,509
Non-cash lower of cost of market inventory adjustment	(99,732		)	78,524			—			—			(21,208		)
Pension and other post retirement benefit costs	2,079			4,369			—			—			6,448
Gain on sale of assets	(182		)	—			(177		)	—			(359		)
Equity in earnings of subsidiaries	318,138			—			—			(318,138		)	—
Changes in current assets and current liabilities:
Accounts receivable	103,083			14,653			(7,652		)	—			110,084
Due to/from affiliates	(273,044		)	271,231			4,434			—			2,621
Inventories	87,991			(59,790		)	(29,208		)	—			(1,007		)
Prepaid expenses and other current assets	(7,284		)	1,199			—			—			(6,085		)
Accounts payable	3,449			(21,672		)	(4,834		)	863			(22,194		)
Accrued expenses	(179,401		)	19,491			(37,517		)	—			(197,427		)
Deferred revenue	4,859			—			—			—			4,859
Other assets and liabilities	320			(2,601		)	2			—			(2,279		)
Net cash provided by (used in) operating activities	100,355			56,022			(33,754		)	863			123,486

Cash flows from investing activities:
Expenditures for property, plant and equipment	(67,355		)	(33,392		)	—			—			(100,747		)
Expenditures for refinery turnarounds costs	—			(18,376		)	—			—			(18,376		)
Expenditures for other assets	—			(4,958		)	—			—			(4,958		)
Investment in subsidiaries	10,000			—			—			(10,000		)	—
Proceeds from sale of assets	41,597			—			36,021			—			77,618
Net cash provided by (used in) investing activities	(15,758		)	(56,726		)	36,021			(10,000		)	(46,463		)

Cash flows from financing activities:
Proceeds from members' capital contributions	—			—			(10,000		)	10,000			—
Proceeds from affiliate notes payable	30,000			—			—			—			30,000
Proceeds from Rail Facility revolver borrowings	—			—			23,425			—			23,425
Repayments of revolver borrowings	—			—			(22,774		)	—			(22,774		)
Deferred financing costs and other	759			—			—			—			759
Net cash provided by (used in) financing activities	30,759			—			(9,349		)	10,000			31,410

Net increase (decrease) in cash and cash equivalents	115,356			(704		)	(7,082		)	863			108,433
Cash and cash equivalents, beginning of period	185,381			704			34,334			(2,016		)	218,403
Cash and cash equivalents, end of period	$	300,737		$	—		$	27,252		$	(1,153	)	$	326,836

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited financial statements of PBF Holding Company LLC included in the Annual Report on Form 10-K for the year ended December 31, 2015 and the unaudited financial statements and related notes included in this report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Cautionary Note Regarding Forward-Looking Statements.”

Unless the context indicates otherwise, the terms “we,” “us,” and “our” refer to PBF Holding and its consolidated subsidiaries.

Overview

We are one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. We sell our products throughout the Northeast, Midwest and Gulf Coast of the United States, as well as in other regions of the United States and Canada, and are able to ship products to other international destinations. We were formed in 2008 to pursue acquisitions of crude oil refineries and downstream assets in North America. We currently own and operate four domestic oil refineries and related assets, which we acquired in 2010, 2011 and November 2015. Our refineries have a combined processing capacity, known as throughput, of approximately 730,000 barrels per day ("bpd"), and a weighted-average Nelson Complexity Index of 11.7. The Company's four oil refineries are aggregated into one reportable segment.

As of March 31, 2016, our four refineries are located in Toledo, Ohio, Delaware City, Delaware, Paulsboro, New Jersey and New Orleans, Louisiana. Our Mid-Continent refinery at Toledo processes light, sweet crude and has a throughput capacity of 170,000 bpd and a Nelson Complexity Index of 9.2. The majority of Toledo’s West Texas Intermediate ("WTI") based crude is delivered via pipelines that originate in both Canada and the United States. Since our acquisition of Toledo in 2011, we have added additional truck and rail crude unloading capabilities that provide feedstock sourcing flexibility for the refinery and enables Toledo to run a more cost-advantaged crude slate. Our East Coast refineries at Delaware City and Paulsboro have a combined refining capacity of 370,000 bpd and Nelson Complexity Indices of 11.3 and 13.2, respectively. These high-conversion refineries process primarily medium and heavy, sour crudes and have the flexibility to receive crude and feedstock via both water and rail. We have expanded and upgraded existing on-site railroad infrastructure at our Delaware City refinery, including the expansion of the crude rail unloading facilities that was completed in February 2013. The Delaware City rail unloading facility, which was transferred to our affiliate, PBF Logistics LP ("PBFX" or the "Partnership"), in 2014, allows our East Coast refineries the flexibility to source WTI-based crudes from Western Canada and the Mid-Continent, when doing so provides cost advantages versus traditional Brent-based international crudes. We believe this sourcing optionality can be a beneficial component to the profitability of our East Coast refining system in certain crude pricing environments. The Chalmette refinery, located outside of New Orleans, Louisiana, is a 189,000 bpd, dual-train coking refinery with a Nelson Complexity of 12.7 and is capable of processing both light and heavy crude oil. The facility is strategically positioned on the Gulf Coast with strong logistics connectivity that offers flexible raw material sourcing and product distribution opportunities, including the potential to export products.

PBF Holding is a wholly-owned subsidiary of PBF LLC and an indirect subsidiary of PBF Energy. PBF Finance is a wholly-owned subsidiary of PBF Holding. PBF Holding is the parent company for PBF LLC's refinery operating subsidiaries.

On May 2014, PBFX completed its initial public offering ("the PBFX Offering") of 15,812,500 common units. Subsequent to the PBFX Offering, PBF Holding and PBF LLC entered into a series of drop-down transaction with PBFX. PBF Holding distributed to PBF LLC, who subsequently contributed to PBFX, all of the issued and outstanding limited liability interests in certain of its wholly-owned companies, whose assets include a light crude

oil rail unloading terminal at the Delaware City refinery that also services the Paulsboro refinery (which we refer to as the “Delaware City Rail Terminal”), a crude oil truck unloading terminal at the Toledo refinery (which we refer to as the “Toledo Truck Terminal”), a heavy crude oil rail unloading facility (also, capable of unloading light crude oil) at the Delaware City refinery (which we refer to as the "DCR West Rack"), and a tank farm and related facilities located at our Toledo refinery, including a propane storage and loading facility (which we refer to as the "Toledo Storage Facility"). In addition, on May 14, 2015, PFB LLC contributed to PBFX all of the issued and outstanding limited liability interests of Delaware Pipeline Company LLC and Delaware City Logistics Company LLC, whose assets consist of a product pipeline, truck rack and related facilities located at our Delaware City refinery (collectively referred to as the “Delaware City Products Pipeline and Truck Rack”).

Business Developments

Recent significant business developments affecting the Company are discussed below.

Pending Torrance Acquisition

On September 29, 2015, PBF Holding entered into a definitive Sale and Purchase Agreement (the "Torrance Sale and Purchase Agreement") with ExxonMobil Oil Corporation ("ExxonMobil") and its subsidiary, Mobil Pacific Pipeline Company (together, the "Torrance Sellers"), to purchase the Torrance refinery, and related logistics assets (collectively, the "Torrance Acquisition"). The Torrance refinery, located on 750 acres in Torrance, California, is a high-conversion 155,000 barrel per day, delayed-coking refinery with a Nelson Complexity of 14.9. The facility is strategically positioned in Southern California with advantaged logistics connectivity that offers flexible raw material sourcing and product distribution opportunities primarily in the California, Las Vegas and Phoenix area markets. The Torrance Acquisition is expected to further increase the Company's total throughput capacity to approximately 900,000 bpd.

In addition to refining assets, the Torrance Acquisition includes a number of high-quality logistics assets including a sophisticated network of crude and products pipelines, product distribution terminals and refinery crude and product storage facilities. The most significant of the logistics assets is a 171-mile crude gathering and transportation system which delivers San Joaquin Valley crude oil directly from the field to the refinery. Additionally, included in the transaction are several pipelines which provide access to sources of crude oil including the Ports of Long Beach and Los Angeles, as well as clean product outlets with a direct pipeline supplying jet fuel to the Los Angeles airport. The Torrance refinery also has crude and product storage facilities with approximately 8.6 million barrels of shell capacity.

The purchase price for the Torrance Acquisition is $537.5 million, plus working capital to be valued at closing. The purchase price is also subject to other customary purchase price adjustments. The Torrance Acquisition is expected to close in the second quarter of 2016, subject to satisfaction of customary closing conditions. Additionally, as a condition of closing, the Torrance refinery is required to be restored to full working order with respect to the event that occurred on February 18, 2015 resulting in damage to the electrostatic precipitator and related systems, and shall have operated as required under the 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, debt and proceeds from PBF Energy's October 2015 equity offering and the 2023 Senior Secured Notes offering. Following the expected completion of the Torrance Acquisition, our weighted average Nelson Complexity Index will increase to 12.2.

Factors Affecting Comparability Between Periods

Commercial Agreements

PBF Holding entered into long-term, fee-based commercial agreements with PBFX. Under these agreements, PBFX provides various rail and truck terminaling services, pipeline services, and storage services to PBF Holding and PBF Holding has committed to provide PBFX with minimum fees based on minimum monthly throughput volumes and storage capacity. The fees under each of these agreements are indexed for inflation and any increase in operating costs for providing such services to PBF Holding. Prior to the PBFX Offering, the DCR Rail Terminal, Toledo Truck Terminal, the DCR West Rack and the Toledo Storage Facility were owned, operated and maintained by PBF Holding's subsidiaries. Additionally, the Delaware City Products Pipeline and Truck Rack was owned, operated and maintained by PBF Holding's subsidiaries

until May 15, 2015. PBF Holding did not previously pay a fee for the utilization of these facilities prior to their acquisition by PBFX. Below is a summary of the agreements for the use of each of the assets.

Commercial Agreements

The commercial agreements entered into during the year ended December 31, 2015 and 2014 with PBFX have initial terms ranging from approximately seven to ten years, as more fully described in our Annual Report on Form 10-K for the year ended December 31, 2015, and include:

•a rail terminaling services agreement with PBFX, with an initial term of approximately seven years, under which PBFX provides terminaling services at the DCR Rail Terminal (the "DCR Terminaling Agreement");

•a truck unloading and terminaling services agreement with PBFX, with an initial term of approximately seven years, under which PBFX provides terminaling services at the Toledo Truck Terminal (the "Toledo Terminaling Agreement");

•a terminaling services agreement, with an initial term of approximately seven years, under which PBFX provides rail terminaling services at the DCR West Rack (the "West Ladder Rack Terminaling Agreement"); and

•a storage and terminaling services agreement, with an initial term of ten years, under which PBFX provides storage and terminaling services at the Toledo Storage Facility (the "Toledo Storage Facility Storage and Terminaling Agreement").

•a pipeline service agreement with PBFX, with an initial term of approximately ten years, under which PBFX, through Delaware Pipeline Company (“DPC”), provides pipeline services at the Delaware City Products Pipeline (the “Delaware City Pipeline Services Agreement”);

•a truck loading service agreement with PBFX, with an initial term of approximately ten years, under which PBFX, through Delaware City Logistics Company LLC (“DCLC”), provides terminaling services at the Delaware City Truck Rack (the “Delaware City Truck Loading Services Agreement”).

Each of these commercial agreements contain minimum volume commitments. Additionally, the storage and terminaling services agreement contains minimum requirements for the amount of storage contracted by PBF Holding. The fees under each commercial agreement are indexed for inflation and the agreements give PBF Holding the option to renew for two additional five-year terms following the expiration of the initial term.

Other Agreements

In addition to the commercial agreements described above, PBF Holding also entered into an omnibus agreement with PBFX, PBF GP and PBF LLC, which addresses the payment of an annual fee, in the amount of $2,350 per year, for the provision of various general and administrative services, among other matters, and an operations and management services and secondment agreement with PBFX under which PBFX reimburses PBF Holding for the provision of certain operational services to PBFX in support of its operations, including operational services performed by certain of PBF Holding's field-level employees.

Chalmette Acquisition

On November 1, 2015, the Company acquired from ExxonMobil Oil Corporation, Mobil Pipe Line Company and PDV Chalmette, Inc., 100% of the ownership interests of Chalmette Refining, which owns the Chalmette refinery and related logistics assets. The Chalmette refinery, located outside of New Orleans, Louisiana, is a dual train coking refinery and is capable of processing both light and heavy crude oil. Subsequent to the closing of the Chalmette Acquisition, Chalmette Refining is a wholly-owned subsidiary of PBF Holding.

The aggregate purchase price for the Chalmette Acquisition was $322.0 million in cash, plus final inventory and working capital of $246.0 million, which was finalized in the first quarter of 2016. The transaction was financed through a combination of cash on hand and borrowings under the Company’s Revolving Loan.

Amended and Restated Asset Based Revolving Credit Facility

On an ongoing basis, the Third Amended and Restated Revolving Credit Agreement ("Revolving Loan") is available to be used for working capital and other general corporate purposes. In November and December 2015, PBF Holding increased the maximum availability under the Revolving Loan to $2.60 billion and $2.64 billion, respectively, in accordance with its accordion feature. The commitment fees on the unused portions, the interest rate on advances and the fees for letters of credit were also reduced in the amended and restated Revolving Loan.

Senior Secured Notes Offering

On November 24, 2015, PBF Holding and PBF Finance Corporation issued $500.0 million in aggregate principal amount of 7.0% senior secured notes due 2023 (the "2023 Senior Secured Notes"). The net proceeds were approximately $490.0 million after deducting the initial purchasers’ discount and offering expenses. The Company intends to use the proceeds for general corporate purposes, including to fund a portion of the purchase price for the pending Torrance Acquisition.

Rail Facility Revolving Credit Facility

Effective March 25, 2014, PBF Rail Logistics Company LLC (“PBF Rail”), an indirect wholly-owned subsidiary of PBF Holding, entered into a $250.0 million secured revolving credit agreement (the “Rail Facility”). The primary purpose of the Rail Facility is to fund the acquisition by PBF Rail of coiled and insulated crude tank cars and non-coiled and non-insulated general purpose crude tank cars (the "Eligible Railcars") before December 2015. The amount available to be advanced under the Rail Facility equals 70% of the lesser of the aggregate Appraised Value of the Eligible Railcars, or the aggregate Purchase Price of such Eligible Railcars, as these terms are defined in the credit agreement.

On April 29, 2015, the Rail Facility was amended to, among other things, extend the maturity from March 31, 2016 to April 29, 2017, reduce the total commitment from $250.0 million to $150.0 million, and reduce the commitment fee on the unused portion of the Rail Facility. At any time prior to maturity PBF Rail may repay and re-borrow any advances without premium or penalty. On the first anniversary of the closing of the amendment, the advance rate adjusts automatically to 65%.

J. Aron Intermediation Agreements

On May 29, 2015, PBF Holding entered into amended and restated inventory intermediation agreements (the "A&R Intermediation Agreements") with J. Aron & Company ("J. Aron") pursuant to which certain terms of the existing inventory intermediation agreements were amended, including, among other things, pricing and an extension of the term for a period of two years from the original expiry date of July 1, 2015, subject to certain early termination rights. In addition, the A&R Intermediation Agreements include one-year renewal clauses by mutual consent of both parties.

Pursuant to each A&R Intermediation Agreement, J. Aron will continue to purchase and hold title to certain of the intermediate and finished products (the "Products") produced by the Paulsboro and Delaware City refineries (the "Refineries"), respectively, and delivered into tanks at the Refineries. Furthermore, J. Aron agrees to sell the Products back to Paulsboro refinery and Delaware City refinery as the Products are discharged out of the Refineries' tanks. J. Aron has the right to store the Products purchased in tanks under the A&R Intermediation Agreements and will retain these storage rights for the term of the agreements. PBF Holding will continue to market and sell the Products independently to third parties.

Crude Oil Acquisition Agreement Terminations

Effective December 31, 2015, our crude oil supply agreement with Statoil for the Delaware City refinery expired. Subsequent to the termination of the Statoil supply agreement, we purchase all of our crude and feedstock needs independently from a variety of suppliers, including Saudi Aramco and others, on the spot market or through term agreements. Subsequent to the Chalmette Acquisition, 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.

Results of Operations

The following tables reflect our financial and operating highlights for the three months ended March 31, 2016 and 2015 (amounts in thousands).



	Three Months Ended March 31,
	2016			2015
Revenue	$	2,800,185		$	2,995,136
Cost of sales, excluding depreciation	2,445,983			2,529,040
	354,202			466,096
Operating expenses, excluding depreciation	296,639			233,377
General and administrative expenses	33,269			32,530
Gain on sale of assets	—			(359		)
Depreciation and amortization expense	54,293			46,259
(Loss) income from operations	(29,999		)	154,289
Change in fair value of catalyst leases	(2,885		)	2,039
Interest expense, net	(33,271		)	(21,072		)
(Loss) income before income taxes	(66,155		)	135,256
Income tax expense	32,273			—
Net (loss) income	(98,428		)	135,256
Less: net income attributable to noncontrolling interests	303			—
Net (loss) income attributable to PBF Holding Company LLC	$	(98,731	)	$	135,256

Gross refining margin (1)	$	354,202		$	466,096
Gross margin	4,967			189,503


(1)	See Non-GAAP Financial Measures below.

Operating Highlights



	Three Months Ended March 31,
	2016			2015
Key Operating Information
Production (bpd in thousands)	655.9			465.4
Crude oil and feedstocks throughput (bpd in thousands)	650.1			467.8
Total crude oil and feedstocks throughput (millions of barrels)	59.2			42.1
Gross refining margin, excluding special items, per barrel of throughput (1)	$	4.99		$	10.57
Refinery operating expenses, excluding depreciation, per barrel of throughput	$	5.01		$	5.54

Crude and feedstocks (% of total throughput) (2):
Heavy crude	14		%	15		%
Medium crude	50		%	46		%
Light crude	23		%	27		%
Other feedstocks and blends	13		%	12		%

Yield (% of total throughput):
Gasoline and gasoline blendstocks	48		%	49		%
Distillates and distillate blendstocks	31		%	34		%
Lubes	1		%	1		%
Chemicals	4		%	3		%
Other	16		%	13		%


(1)	See Non-GAAP Financial Measures below.


(2)	We define heavy crude oil as crude oil with American Petroleum Institute (API) gravity less than 24 degrees. We define medium crude oil as crude oil with API gravity between 24 and 35 degrees. We define light crude oil as crude oil with API gravity higher than 35 degrees.

The table below summarizes certain market indicators relating to our operating results as reported by Platts.



	Three Months Ended March 31,
	2016			2015
	(dollars per barrel, except as noted)
Dated Brent Crude	$	34.24		$	54.29
West Texas Intermediate (WTI) crude oil	$	33.45		$	48.49
Light Louisiana Sweet (LLS) crude oil	$	35.34		$	52.84
Crack Spreads
Dated Brent (NYH) 2-1-1	$	11.18		$	15.76
WTI (Chicago) 4-3-1	$	8.83		$	15.45
LLS (Gulf Coast) 2-1-1	$	8.71		$	13.61
Crude Oil Differentials
Dated Brent (foreign) less WTI	$	0.79		$	5.80
Dated Brent less Maya (heavy, sour)	$	8.04		$	10.14
Dated Brent less WTS (sour)	$	0.94		$	6.79
Dated Brent less ASCI (sour)	$	4.27		$	5.58
WTI less WCS (heavy, sour)	$	11.34		$	11.80
WTI less Bakken (light, sweet)	$	1.56		$	5.13
WTI less Syncrude (light, sweet)	$	(4.44	)	$	(0.68	)
Natural gas (dollars per MMBTU)	$	1.98		$	2.81

Three Months Ended March 31, 2016 Compared to the Three Months Ended March 31, 2015

Overview— Net loss was $98.4 million for the three months ended March 31, 2016 compared to net income of $135.3 million for the nine months ended March 31, 2015.

Our results for the three months ended March 31, 2016 were positively impacted by a non-cash special item consisting of an inventory lower of cost or market ("LCM") adjustment of approximately $59.1 million. Our results for the three months ended March 31, 2015 were positively impacted by an inventory LCM adjustment of approximately $21.2 million. These LCM adjustments were recorded due to significant changes in the price of crude oil and refined products in the periods presented. Excluding the impact of the net change in LCM reserve, our results were negatively impacted by unfavorable movements in certain crude oil differentials, lower crack spreads, and lower throughput volumes on the East Coast offset by a positive earnings contribution from the Chalmette refinery and higher throughput in the Mid-Continent. Throughput volumes on the East Coast were impacted by approximately two weeks of unplanned downtime at our Delaware City refinery as a result of a weather-related loss of power in late January 2016 and a planned coker turnaround at Delaware City. Given the prevailing market conditions and unplanned downtime during the quarter, we decided to move forward the scheduled turnaround of the Delaware City coker and other related units which lasted through the remainder of the first quarter of 2016.

Revenues— Revenues totaled $2.8 billion for the three months ended March 31, 2016 compared to $3.0 billion for the three months ended March 31, 2015, a decrease of approximately $0.2 billion, or 6.5%. For the three months ended March 31, 2016, the total throughput rates at our East Coast, Mid-Continent and Gulf Coast refineries averaged approximately 316,200 bpd, 157,700 bpd and 176,200 bpd, respectively. For the three months ended March 31, 2015, the total throughput rates at our East Coast and Mid-Continent refineries averaged approximately 325,700 bpd and 142,100 bpd, respectively. The decrease in throughput rates at our East Coast refineries in 2016 compared to 2015 is primarily due to the planned and unplanned downtime at our Delaware City refinery as

described above. Our Gulf Coast refinery was not acquired until the fourth quarter of 2015. For the three months ended March 31, 2016, the total barrels sold at our East Coast, Mid-Continent and Gulf Coast refineries averaged approximately 367,000 bpd, 169,800 bpd and 205,800 bpd, respectively. For the three months ended March 31, 2015, the total barrels sold at our East Coast and Mid-Continent refineries averaged approximately 362,700 bpd and 157,900 bpd, respectively. Total refined product barrels sold were higher than throughput rates, reflecting sales from inventory as well as sales and purchases of refined products outside the refinery.

Gross Margin— Gross refining margin (as described below in Non-GAAP Financial Measures) totaled $354.2 million, or $5.99 per barrel of throughput ($295.1 million or $4.99 per barrel of throughput excluding the impact of special items), for the three months ended March 31, 2016 compared to $466.1 million, or $11.07 per barrel of throughput ($444.9 million or $10.57 per barrel of throughput excluding the impact of special items) for the three months ended March 31, 2015, a decrease of approximately $111.9 million. Gross margin, including refinery operating expenses and depreciation, totaled $5.0 million, or $0.09 per barrel of throughput, for the three months ended March 31, 2016 compared to $189.5 million, or $4.50 per barrel of throughput, for the three months ended March 31, 2015, a decrease of $184.5 million. Excluding the impact of special items, gross margin and gross refining margin decreased due to unfavorable movements in crude differentials, lower crack spreads and reduced throughput in the East Coast partially offset by higher throughput rates in the Mid-Continent and positive margin contributions from the Chalmette refinery acquired in the fourth quarter of 2015. In addition, gross margin and gross refining margin were positively impacted by a non-cash LCM adjustment of approximately $59.1 million resulting from the change in crude oil and refined product prices from the year ended 2015 to the end of the first quarter of 2016 which, while remaining below historical costs, increased since the year end. The non-cash LCM adjustment increased gross margin and gross refining margin by approximately $21.2 million in the first quarter of 2015.

Average industry refining margins in the Mid-Continent were weaker during the three months ended March 31, 2016 as compared to the same period in 2015. The WTI (Chicago) 4-3-1 industry crack spread was approximately $8.83 per barrel or 42.8% lower in the three months ended March 31, 2016 as compared to $15.45 per barrel in the same period in 2015. Our margins were negatively impacted from our refinery specific crude slate in the Mid-Continent which was impacted by a declining WTI/Bakken differential and an adverse WTI/Syncrude differential, which averaged a premium of $4.44 per barrel during the three months ended March 31, 2016 as compared to a premium of $0.68 per barrel in the same period of 2015.

The Dated Brent (NYH) 2-1-1 industry crack spread was approximately $11.18 per barrel, or 29.1% lower in the three months ended March 31, 2016 as compared to $15.76 per barrel in the same period in 2015. The Dated Brent/WTI differential and Dated Brent/Maya differential were $5.01 and $2.10 lower, respectively, in the three months ended March 31, 2016 as compared to the same period in 2015. In addition, the WTI/Bakken differential was approximately $3.57 per barrel less favorable in the three months ended March 31, 2016 as compared to the same period in 2015. Reductions in these benchmark crude differentials typically result in higher crude costs and negatively impact our earnings.

Operating Expenses— Operating expenses totaled $296.6 million, or $5.01 per barrel of throughput, for the three months ended March 31, 2016 compared to $233.4 million, or $5.54 per barrel of throughput, for the three months ended March 31, 2015, an increase of $63.2 million, or 27.1%. The increase in operating expenses was mainly attributable to the operating expenses associated with the Chalmette refinery which totaled approximately $77.0 million for the quarter and $3.6 million of costs associated with the restart and repair activities at our Delaware City refinery as a result of the unplanned downtime in January 2016, partially offset by reduced energy costs of $17.5 million due to lower natural gas costs at our East Coast and Mid-Continent refineries. Our operating expenses principally consist of salaries and employee benefits, maintenance, energy and catalyst and chemicals costs at our refineries.

General and Administrative Expenses— General and administrative expenses totaled $33.3 million for the three months ended March 31, 2016 compared to $32.5 million for the three months ended March 31, 2015, an increase of approximately $0.8 million or 2.3%. The increase in general and administrative expenses primarily relates to higher information technology and professional services costs incurred in support of the integration of

the Chalmette Acquisition partially offset by lower incentive compensation expense. Our general and administrative expenses are comprised of the personnel, facilities and other infrastructure costs necessary to support our refineries.

Gain on Sale of Assets— There was no gain or loss on sale of assets for the three months ended March 31, 2016 as compared to a gain of $0.4 million for the three months ended March 31, 2015 which related to the sale of railcars which were subsequently leased back.

Depreciation and Amortization Expense— Depreciation and amortization expense totaled $54.3 million for the three months ended March 31, 2016 compared to $46.3 million for the three months ended March 31, 2015, an increase of $8.0 million. The increase was primarily a result of additional depreciation expense associated with the assets acquired in the Chalmette Acquisition and a general increase in our fixed asset base due to capital projects completed in 2015.

Change in Fair Value of Catalyst Leases— Change in the fair value of catalyst leases represented a loss of $2.9 million for the three months ended March 31, 2016 compared to a gain of $2.0 million for the three months ended March 31, 2015. These losses and gains relate to the change in value of the precious metals underlying the sale and leaseback of our refineries’ precious metals catalyst, which we are obligated to repurchase at fair market value on the lease termination dates.

Interest Expense, net— Interest expense totaled $33.3 million for the three months ended March 31, 2016 compared to $21.1 million for the three months ended March 31, 2015, an increase of approximately $12.2 million. This increase is mainly attributable to higher interest costs associated with the issuance of the 2023 Senior Notes in November 2015 and increased interest expense related to the affiliate notes payable partially offset by lower letter of credit fees. Interest expense includes interest on long-term debt and notes payable, costs related to the sale and leaseback of our precious metals catalyst, financing costs associated with the A&R Inventory Intermediation Agreements with J. Aron, letter of credit fees associated with the purchase of certain crude oils, and the amortization of deferred financing costs.

Income Tax Expense— As PBF Holding is a limited liability company treated as a “flow-through” entity for income tax purposes our consolidated financial statements generally do not include a benefit or provision for income taxes for the three months ended March 31, 2016 apart from the income tax attributable to two subsidiaries acquired in connection with the acquisition of Chalmette Refining in the fourth quarter of 2015 and its wholly-owned Canadian subsidiary, PBF Energy Limited ("PBF Ltd."). The two subsidiaries acquired in connection with the Chalmette Acquisition are treated as C-Corporations for income tax purposes.

The two acquired subsidiaries incurred $0.8 million of current of income tax expense for the three months ended March 31, 2016. For the three months ended March 31, 2016, PBF Holding recorded income tax expense of $31.5 million attributable to PBF Ltd, of which $30.7 million related to a correction of prior periods.

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.

Special Items

The non-GAAP measures presented include EBITDA excluding special items and gross refining margin excluding special items. The special items for the periods presented relate to a LCM adjustment. LCM is a GAAP guideline related to inventory valuation that requires inventory to be stated at the lower of cost or market. Our inventories are stated at the lower of cost or market. Cost is determined by the last-in, first-out ("LIFO") inventory valuation methodology, in which the most recently incurred costs are charged to cost of sales and inventories are valued at base layer acquisition costs. Market is determined based on an assessment of the current estimated

replacement cost and net realizable selling price of the inventory. In periods where the market price of our inventory declines substantially, cost values of inventory may exceed 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 a LCM adjustment is recorded to reflect the net change in the LCM inventory reserve between the prior period and the current period. Although we believe that non-GAAP financial measures, excluding the impact of special items, provide useful supplemental information to investors regarding the results and performance of our business and allow for more useful period-over-period comparisons, such non-GAAP measures should only be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with GAAP.

Gross Refining Margin

Gross refining margin is defined as gross margin excluding depreciation and operating expenses related to the refineries. We believe gross refining margin is an important measure of operating performance and provides useful information to investors because it is a better metric comparison for the industry refining margin benchmarks, as the refining margin benchmarks do not include a charge for refinery operating expenses and depreciation. In order to assess our operating performance, we compare our gross refining margin (revenue less cost of sales) to industry refining margin benchmarks and crude oil prices as defined in the table below.

Gross refining margin should not be considered an alternative to gross margin, operating income, net cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Gross refining margin presented by other companies may not be comparable to our presentation, since each company may define this term differently. The following table presents a reconciliation of gross refining margin to the most directly comparable GAAP financial measure, gross margin, on a historical basis, as applicable, for each of the periods indicated:



	Three Months Ended March 31,
	2016						2015
	$			per barrel of throughput			$			per barrel of throughput
Reconciliation of gross margin to gross refining margin:
Gross margin	$	4,967		$	0.09		$	189,503		$	4.50
Add: Refinery operating expenses	296,639			5.01			233,377			5.54
Add: Refinery depreciation expense	52,596			0.89			43,216			1.03
Gross refining margin	$	354,202		$	5.99		$	466,096		$	11.07
Special items:
Add: Non-cash LCM inventory adjustment (1)	(59,063		)	(1.00		)	(21,208		)	(0.50		)
Gross refining margin excluding special items	$	295,139		$	4.99		$	444,888		$	10.57

——————————

(1) During the three months ended March 31, 2016, the Company recorded an adjustment to value its inventories to the lower of cost or market which resulted in a net impact of $59.1 million reflecting the change in the lower of cost or market inventory reserve from $1,117.3 million at December 31, 2015 to $1,058.3 million at March 31, 2016. During the three months ended March 31, 2015, the Company recorded an adjustment to value its inventories to the lower of cost or market which resulted in a net impact of $21.2 million reflecting the change in the lower of cost or market inventory reserve from $690.1 million at December 31, 2014 to $668.9 million at March 31, 2015. The net impact of these LCM inventory adjustments are included in operating income, but are excluded from the operating results presented in the table in order to make such information comparable between periods.

EBITDA and Adjusted EBITDA

Our management uses EBITDA (earnings before interest, income taxes, depreciation and amortization) and Adjusted EBITDA as measures of operating performance to assist in comparing performance from period to period on a consistent basis and to readily view operating trends, as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations, and in communications with our board of directors, creditors, analysts and investors concerning our financial performance. Our outstanding indebtedness for borrowed money and other contractual obligations also include similar measures as a basis for certain covenants under those agreements which may differ from the Adjusted EBITDA definition described below.

EBITDA and Adjusted EBITDA are not presentations made in accordance with GAAP and our computation of EBITDA and Adjusted EBITDA may vary from others in our industry. In addition, Adjusted EBITDA contains some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the agreements governing the Senior Secured Notes and other credit facilities. EBITDA and Adjusted EBITDA should not be considered as alternatives to operating income (loss) or net income (loss) as measures of operating performance. In addition, EBITDA and Adjusted EBITDA are not presented as, and should not be considered, an alternative to cash flows from operations as a measure of liquidity. Adjusted EBITDA is defined as EBITDA before equity-based compensation expense, gains (losses) from certain derivative activities and contingent consideration, the non-cash change in the deferral of gross profit related to the sale of certain finished products, and the write down of inventory to the LCM. Other companies, including other companies in our industry, may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. Adjusted EBITDA also has limitations as an analytical tool and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include that Adjusted EBITDA:


•	does not reflect depreciation expense or our cash expenditures, or future requirements, for capital expenditures or contractual commitments;


•	does not reflect changes in, or cash requirements for, our working capital needs;


•	does not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;


•	does not reflect realized and unrealized gains and losses from hedging activities, which may have a substantial impact on our cash flow;


•	does not reflect certain other non-cash income and expenses; and


•	excludes income taxes that may represent a reduction in available cash.

The following tables reconcile net income as reflected in our results of operations to EBITDA and Adjusted EBITDA for the periods presented:



	Three Months Ended March 31,

	2016			2015

Reconciliation of net (loss) income to EBITDA:
Net (loss) income	$	(98,428	)	$	135,256
Add: Depreciation and amortization expense	54,293			46,259
Add: Interest expense, net	33,271			21,072
Add: Income tax expense	32,273			—
EBITDA	$	21,409		$	202,587
Special Items:
Add: Non-cash LCM inventory adjustment (1)	(59,063		)	(21,208		)
EBITDA excluding special items	$	(37,654	)	$	181,379

Reconciliation of EBITDA to Adjusted EBITDA:
EBITDA	$	21,409		$	202,587
Add: Stock based compensation	2,621			2,025
Add: Non-cash change in fair value of catalyst lease obligations	2,885			(2,039		)
Add: Non-cash LCM inventory adjustment (1)	(59,063		)	(21,208		)
Adjusted EBITDA	$	(32,148	)	$	181,365

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are our cash flows from operations and borrowing availability under our credit facilities, as more fully described below. We believe that our cash flows from operations and available capital resources will be sufficient to meet our and our subsidiaries' capital expenditures, working capital, distribution payments and debt service requirements for the next twelve months. We expect to finance the planned Torrance Acquisition with a combination of cash on hand and proceeds from PBF Energy's October 2015 equity offering and the 2023 Senior Secured Notes offering. However, our ability to generate sufficient cash flow from operations depends, in part, on petroleum market pricing and general economic, political and other factors beyond our control. We are in compliance with all of the covenants, including financial covenants, for all of our debt agreements.

Cash Flow Analysis

Cash Flows from Operating Activities

Net cash used in operating activities was $43.2 million for the three months ended March 31, 2016 compared to net cash provided by operating activities of $123.5 million for the three months ended March 31, 2015. Our operating cash flows for the three months ended March 31, 2016 included our net loss of $98.4 million, plus net non-cash charges relating to depreciation and amortization of $56.5 million, the change in the fair value of our inventory repurchase obligations of $35.1 million, deferred income taxes of $31.5 million, pension and other post retirement benefits costs of $7.7 million, a change in the fair value of our catalyst lease of $2.9 million and equity-based compensation of $2.6 million, partially offset by the non-cash benefit of $59.1 million relating to a LCM adjustment. In addition, net changes in working capital reflected uses of cash of $22.1 million driven by the timing of inventory purchases, payments for accrued expenses and accounts payable and collections of accounts receivables. Our operating cash flows for the three months ended March 31, 2015 included our net income of $135.3 million, plus net non-cash charges relating to the change in the fair value of our inventory repurchase obligations of $66.5 million, depreciation and amortization of $48.3 million, pension and other post retirement benefits costs of $6.4 million and stock-based compensation of $2.0 million, partially offset by the non-cash benefit of $21.2 million relating to a LCM inventory adjustment, changes in the fair value of our catalyst lease obligations of $2.0 million and gain on sale of assets of $0.4 million. In addition, net changes in working capital reflected uses of cash of $111.4 million driven by the timing of inventory purchases, payments for accrued expenses and collections of accounts receivables.

Cash Flows from Investing Activities

Net cash used in investing activities was $145.3 million for the three months ended March 31, 2016 compared to net cash used in investing activities of $46.5 million for the three months ended March 31, 2015. The net cash flows used in investing activities for the three months ended March 31, 2016 was comprised of capital expenditures totaling $42.7 million, expenditures for refinery turnarounds of $82.7 million, expenditures for other assets of $17.2 million and a final net working capital settlement of $2.7 million associated with the acquisition of the Chalmette refinery. Net cash used in investing activities for the three months ended March 31, 2015 was comprised of capital expenditures totaling $100.7 million, expenditures for refinery turnarounds of $18.4 million and expenditures for other assets of $5.0 million, partially offset by $77.6 million in proceeds from the sale of railcars.

Cash Flows from Financing Activities

Net cash used in financing activities was $31.3 million for the three months ended March 31, 2016 compared to net cash provided by financing activities of $31.4 million for the three months ended March 31, 2015. For the three months ended March 31, 2016, net cash used in financing activities consisted primarily of $30.8 million of distributions to members and a net $0.5 million repayment of affiliate notes payable. For the three months ended March 31, 2015, net cash provided by financing activities consisted primarily of $30.0 million of proceeds from affiliate notes payable, $0.7 million of net proceeds from the Rail Facility and $0.7 million of deferred financing and other costs.

Liquidity

As of March 31, 2016, our total liquidity was approximately $1,161.1 million, compared to total liquidity of approximately $1,514.5 million as of December 31, 2015. Total liquidity is the sum of our cash and cash equivalents plus the amount of availability under the Revolving Loan.

In addition, PBF Holding had borrowing capacity of $82.5 million under the Rail Facility to fund the acquisition of Eligible Railcars as of both March 31, 2016 and December 31, 2015.

Working Capital

Working capital for PBF Holding at March 31, 2016 was $913.4 million, consisting of $2,530.7 million in total current assets and $1,617.3 million in total current liabilities. Working capital at December 31, 2015 was $1,120.6 million, consisting of $2,580.9 million in total current assets and $1,460.3 million in total current liabilities.

Capital Spending

Net capital spending was $145.3 million for the three months ended March 31, 2016, which primarily included turnaround costs, safety related enhancements, facility improvements at the refineries and the final working capital settlement associated with the Chalmette Acquisition. We currently expect to spend an aggregate of approximately between $475.0 to $500.0 million in net capital expenditures during 2016 for facility improvements and refinery maintenance and turnarounds, excluding any potential capital expenditures related to the Torrance Acquisition.

As noted in "Business Developments", we entered into a Sale and Purchase Agreement to purchase the

ownership interests of the Torrance refinery, and related logistic assets. The purchase price for the Torrance Acquisition is $537.5 million in cash, plus working capital to be valued at closing. The purchase price is also subject to other customary purchase price adjustments. The Torrance Acquisition is expected to close in the second quarter of 2016, subject to satisfaction of customary closing conditions. We expect to finance the transaction with a combination of cash on hand and proceeds from PBF Energy's October 2015 equity offering and the 2023 Senior Secured Notes offering.

Crude and Feedstock Supply Agreements

We previously acquired crude oil for our Delaware City refinery under a supply agreement whereby Statoil generally purchased the crude oil requirements for the refinery on our behalf and under our direction. Our agreement with Statoil for Delaware City was terminated effective December 31, 2015, at which time we began to fully source Delaware City's crude oil and feedstocks independently. Additionally, for our purchases of crude oil under our agreement with Saudi Aramco, similar to our purchases of other foreign waterborne crudes, we posted letters of credit and arranged for shipment. We paid for the crude when we were invoiced and the letters of credit were lifted.

We have crude and feedstock supply agreements with PDVSA to supply 40,000 to 60,000 bpd of crude oil that can be processed at any of our East and Gulf Coast refineries.

Inventory Intermediation Agreements

We entered into two separate Inventory Intermediation Agreements (the "Intermediation Agreements") with J. Aron & Company ("J. Aron") on June 26, 2013, which commenced upon the termination of the product offtake agreements with MSCG. On May 29, 2015, we entered into amended and restated inventory intermediation agreements (the "A&R Intermediation Agreements") with J. Aron pursuant to which certain terms of the existing inventory intermediation agreements were amended, including, among other things, pricing and an extension of the term for a period of two years from the original expiry date of July 1, 2015, subject to certain early termination rights. In addition, the A&R Intermediation Agreements include one-year renewal clauses by mutual consent of both parties.

Pursuant to each A&R Intermediation Agreement, J. Aron will continue to purchase and hold title to certain of the intermediate and finished products (the "Products") produced by the Paulsboro and Delaware City refineries (the "Refineries"), respectively, and delivered into tanks at the refineries. Furthermore, J. Aron agrees to sell the Products back to the Refineries as the Products are discharged out of the Refineries' tanks. J. Aron has the right to store the Products purchased in tanks under the A&R Intermediation Agreements and will retain these storage rights for the term of the agreements. PBF Holding will continue to market and sell independently to third parties.

At March 31, 2016, the LIFO value of intermediates and finished products owned by J. Aron included within inventory on our balance sheet was $400.8 million. We accrue a corresponding liability for such intermediates and finished products.

Off-Balance Sheet Arrangements and Contractual Obligations and Commitments

We have no off-balance sheet arrangements as of March 31, 2016, other than outstanding letters of credit in the amount of approximately $260.5 million and operating leases.

Distribution Policy

On April 28, 2016 the Board of Directors of PBF Energy declared a dividend of $0.30 per share on outstanding Class A common stock. The dividend is payable on May 31, 2016 to Class A common stockholders

of record at the close of business on May 13, 2016. PBF Holding intends, if necessary, to make a distribution of $30.8 million to PBF LLC, which in turn will make pro-rata distributions of $0.30 per unit to its members, including PBF Energy. PBF Energy will then use this distribution to fund the dividend payments to the shareholders of PBF Energy.

As of March 31, 2016, we had $1,161.1 million of unused borrowing availability, which includes our cash and cash equivalents of $694.9 million, under the Revolving Loan to fund our operations, if necessary. Accordingly, as of March 31, 2016, there was sufficient cash and cash equivalents and borrowing capacity under our credit facilities available to make distributions to PBF LLC, in order for PBF LLC to make pro rata distributions to its members, including PBF Energy, necessary to fund in excess of one year’s cash dividend payments by PBF Energy.

Since, as described above, there was sufficient cash and cash equivalents and borrowing capacity as of March 31, 2016, we would have been permitted under our debt agreements to make these distributions; however, our ability to continue to comply with our debt covenants is, to a significant degree, subject to our operating results, which are dependent on a number of factors outside of our control. We believe our and our subsidiaries' available cash and cash equivalents, other sources of liquidity to operate our business and operating performance provides us with a reasonable basis for our assessment that we can support PBF Energy's intended distribution policy.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks, including changes in commodity prices and interest rates. Our primary commodity price risk is associated with the difference between the prices we sell our refined products and the prices we pay for crude oil and other feedstocks. We may use derivative instruments to manage the risks from changes in the prices of crude oil and refined products, natural gas, interest rates, or to capture market opportunities.

Commodity Price Risk

Our earnings, cash flow and liquidity are significantly affected by a variety of factors beyond our control, including the supply of, and demand for, crude oil, other feedstocks, refined products and natural gas. The supply of and demand for these commodities depend on, among other factors, changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, planned and unplanned downtime in refineries, pipelines and production facilities, production levels, the availability of imports, the marketing of competitive and alternative fuels, and the extent of government regulation. As a result, the prices of these commodities can be volatile. Our revenues fluctuate significantly with movements in industry refined product prices, our cost of sales fluctuates significantly with movements in crude oil and feedstock prices and our operating expenses fluctuate with movements in the price of natural gas. We manage our exposure to these commodity price risks through our supply and offtake agreements as well as through the use of various commodity derivative instruments.

We may use non-trading derivative instruments to manage exposure to commodity price risks associated with the purchase or sale of crude oil and feedstocks, finished products and natural gas outside of our supply and offtake agreements. The derivative instruments we use include physical commodity contracts and exchange-traded and over-the-counter financial instruments. We mark-to-market our commodity derivative instruments and recognize the changes in their fair value in our statements of operations.

At March 31, 2016 and December 31, 2015, we had gross open commodity derivative contracts representing 43.9 million barrels and 44.2 million barrels, respectively, with an unrealized net gain of $14.7 million and $46.1 million, respectively. The open commodity derivative contracts as of March 31, 2016 expire at various times during 2016.

We carry inventories of crude oil, intermediates and refined products ("hydrocarbon inventories") on our balance sheet, the values of which are subject to fluctuations in market prices. Our hydrocarbon inventories totaled approximately 25.5 million barrels and 26.8 million barrels at March 31, 2016 and December 31, 2015, respectively. The average cost of our hydrocarbon inventories was approximately $87.39 and $83.55 per barrel on a LIFO basis at March 31, 2016 and December 31, 2015, respectively, excluding the impact of LCM adjustments of approximately $1,058.3 million and $1,117.3 million, respectively. If market prices of our inventory decline to a level below our average cost, we may be required to further 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 approximately 52 million MMBTUs of natural gas amongst our four refineries. Accordingly, a $1.00 per MMBTU change in natural gas prices would increase or decrease our natural gas costs by approximately $52 million.

Compliance Program Price Risk

We are exposed to market risks related to the volatility in the price of Renewable Identification Numbers ("RINs") required to comply with the Renewable Fuel Standard. Our overall RINs obligation is based on a percentage of our domestic shipments of on-road fuels as established by the Environmental Protection Agency ("EPA"). To the degree we are unable to blend the required amount of biofuels to satisfy our RINs obligation, we must purchase RINs on the open market. To mitigate the impact of this risk on our results of operations and cash flows we may purchase RINs when the price of these instruments is deemed favorable.

Interest Rate Risk

The maximum availability under our Revolving Loan is $2.64 billion. Borrowings under the Revolving Loan bear interest either at the Alternative Base Rate plus the Applicable Margin or at the Adjusted LIBOR Rate plus the Applicable Margin, all as defined in the Revolving Loan. The Applicable Margin ranges from 1.50% to 2.25% for Adjusted LIBOR Rate Loans and from 0.50% to 1.25% for Alternative Base Rate Loans, depending on the Company's debt rating. If this facility were fully drawn, a one percent change in the interest rate would increase or decrease our interest expense by approximately $26.4 million annually.

In addition, the Rail Facility bears interest at a variable rate and exposes us to interest rate risk. Maximum availability under the Rail Facility is $150.0 million. A 1.0% change in the interest rate associated with the borrowings outstanding under this facility would result in a $1.5 million change in our interest expense, assuming the $150.0 million available under the Rail Facility was fully drawn.

We also have interest rate exposure in connection with our J. Aron Inventory Intermediation Agreements under which we pay a time value of money charge based on LIBOR.

Credit Risk

We are subject to risk of losses resulting from nonpayment or nonperformance by our counterparties. We will continue to closely monitor the creditworthiness of customers to whom we grant credit and establish credit limits in accordance with our credit policy.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

PBF Holding maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information which is required to be disclosed is accumulated and communicated to management in a timely manner. Under the supervision and with the participation of our management, including PBF Holding's principal executive officer and the principal financial officer, we have evaluated the effectiveness of our system of disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of March 31, 2016. Based on that evaluation, PBF Holding's principal executive officer and the principal financial officer have concluded that PBF Holding's disclosure controls and procedures are effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

On November 1, 2015, we completed the acquisition of Chalmette Refining. We are in the process of integrating Chalmette Refining's operations, including internal controls over financial reporting and, therefore, management's evaluation and conclusion as to the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q excludes any evaluation of the internal control

over financial reporting of Chalmette Refining. We expect the integration of Chalmette Refining's operations, including internal controls over financial reporting to be complete in the year ending December 31, 2016. Chalmette Refining accounts for 9% of the Company's total assets and 27% of total revenues of the Company as of and for the quarter ended March 31, 2016.

Management has not identified any other changes in PBF Holding's internal controls over financial reporting during the quarter ended March 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal controls over our financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On July 24, 2013, the Delaware Department of Natural Resources and Environmental Control ("DNREC") issued a Notice of Administrative Penalty Assessment and Secretary’s Order to Delaware City Refining for alleged air emission violations that occurred during the re-start of the refinery in 2011 and subsequent to the re-start. The penalty assessment seeks $460,200 in penalties and $69,030 in cost recovery for DNREC’s expenses associated with investigation of the incidents. We dispute the amount of the penalty assessment and allegations made in the order, and are in discussions with DNREC to resolve the assessment. It is possible that DNREC will assess a penalty in this matter but any such amount is not expected to be material to the Company.

As of November 1, 2015, the Company acquired Chalmette Refining, which was in discussions with the Louisiana Department of Environmental Quality ("LDEQ") to resolve self-reported deviations from refinery operations relating to certain Clean Air Act Title V permit conditions, limits and other requirements. LDEQ commenced an enforcement action against Chalmette Refining on November 14, 2014 by issuing a Consolidated Compliance Order and Notice of Potential Penalty (the "Order") covering deviations from 2009 and 2010. Chalmette Refining and LDEQ subsequently entered into a dispute resolution agreement, the enforcement of which has been suspended while negotiations are ongoing, which may include the resolution of deviations outside the periods covered by the Order. It is possible that LDEQ will assess an administrative penalty against Chalmette Refining, but any such amount is not expected to be material to the Company.

In late 2015, the EPA initiated enforcement proceedings against companies it believes produced invalid RINs. We purchased RINs to satisfy a portion of our obligations under the Renewable Fuels Standard program for calendar year 2012 and had purchased some RINs the EPA considered invalid. We continue to purchase RINs to satisfy our obligations under the RFS program, and on April 11, 2016, the Company was notified by the EPA that the EPA’s records indicated that we used potentially invalid RINs generated by one of the companies. The EPA directed the Company to resubmit reports to remove the potentially invalid RINs and to replace the invalid RINs with valid RINs with the same D Code. We have retired the invalid RINs and on May 6, 2016, the counterparty who sold the RINs to the Company replaced the RINs. The counterparty has also agreed to indemnify is for certain penalties to the extent imposed by the EPA. While we do not know what actions the EPA will take, or penalties it will impose with respect to these identified RINs or any other RINs we have purchased that the EPA may identify as being invalid, at this time, we do not expect any such action or penalties would have a material effect on our financial condition, results of operations or cash flows.

Item 6. Exhibits

The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this report and such Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX



Exhibit Number		Description

31.1*		Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Holding Company LLC pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Erik Young, Chief Financial Officer of PBF Holding 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* (2)		Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Holding Company LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2* (2)		Certification of Erik Young, Chief Financial Officer of PBF Holding 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		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

——————————



*	Filed herewith.
(1)	Indicates management compensatory plan or arrangement.
(2)	This exhibit should not be deemed to be "filed" for purposes of Section 18 of the Exchange Act.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.



		PBF Holding Company LLC

Date	May 16, 2016		By:	/s/ Erik Young
				Erik Young Senior Vice President, Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

		PBF Finance Corporation

Date	May 16, 2016		By:	/s/ Erik Young
				Erik Young Senior Vice President, Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

EXHIBIT INDEX



Exhibit Number		Description

31.1*		Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Holding Company LLC pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Erik Young, Chief Financial Officer of PBF Holding 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 of Thomas J. Nimbley, Chief Executive Officer of PBF Holding Company LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2* (1)		Certification of Erik Young, Chief Financial Officer of PBF Holding 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		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

——————————



*	Filed herewith.
(1)	This exhibit should not be deemed to be "filed" for purposes of Section 18 of the Exchange Act.

PBF Holding Co LLC - FORM 10-Q - May 16, 2016

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PBF Holding Co LLC Reports