This combined Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (this “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 ~~96.6%~~99.2% of the outstanding economic interests in PBF LLC as of ~~September 30, 2017.~~March 31, 2021. PBF Energy operates and controls all of the business and affairs and consolidates the financial results of PBF LLC and its subsidiaries. PBF Logistics GP LLC is a wholly-owned subsidiary of PBF LLC and the general partner of PBF Logistics LP (“PBFX”), which is an affiliate of PBF Holding. 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 combined Quarterly Report on Form 10-Q contains certain ~~"forward-looking statements"~~“forward-looking statements” 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,"~~“believes,” “expects,” “may,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or ~~"anticipates"~~“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~~on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results.

Important factors that could cause actual results to differ materially from our expectations, which we refer to as "cautionary statements," are disclosed under "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, ~~2016~~2020 of PBF Holding Company LLC and PBF Finance Corporation, which we refer to as our ~~2016~~2020 Annual Report on Form 10-K, and in our other filings with the ~~SEC.~~U.S. Securities and Exchange Commission. 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:

•the effect of the novel coronavirus (“COVID-19”) pandemic and related governmental and consumer responses on our business, financial condition and results of operations;

•our ability to target and execute expense reduction measures in 2021 and thereafter;

•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;

•ourour substantial ~~indebtedness;~~indebtedness, including the impact of the recent downgrades to our corporate credit rating, secured notes and unsecured notes;

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

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

•termination of our ~~A&R~~Inventory Intermediation Agreements (as defined in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations”) with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. (“J. Aron”), which could have a material adverse effect on our liquidity, as we would be required to finance our crude oil, intermediate and refined products inventory covered by the agreements. Additionally, we are obligated to repurchase from J. Aron certain crude,

intermediates and finished products (the “J. Aron Products”) located at the ~~Paulsboro and~~Company’s storage tanks at the Delaware City ~~refineries’~~and Paulsboro refineries and at a PBFX storage ~~tanks~~facility upon termination of these agreements;

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

•our assumptions regarding payments arising under PBF Energy’s tax receivable agreement entered with the PBF LLC Series A and PBF LLC Series B unitholders 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~~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 risk of cyber-attacks;

•our increasing dependence on technology;

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

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

•adverse impacts from changes in our regulatory environment, such as the effects of compliance with the California Global Warming Solutions Act (also referred to as “AB32”), or from actions taken by environmental interest groups;

•market risks related to the volatility in the price of Renewable Identification Numbers (“RINs”) required to comply with the Renewable Fuel ~~Standards~~Standard and greenhouse gas (“GHG”) emission credits required to comply with various GHG emission programs, such as AB32;

•our ability to ~~successfully integrate the completed acquisition of the Torrance refinery~~make acquisitions or investments, including in renewable diesel production, and ~~related logistics assets (collectively, the “Torrance Acquisition”) into our business and~~to realize the benefits from such ~~acquisition;~~acquisitions or investments;

•unforeseen liabilities ~~arising from~~associated with the ~~Torrance~~Martinez Acquisition ~~that are unforeseen~~(as defined in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and any other acquisitions or ~~exceed our expectations;~~investments; and

•any decisions we continue to make with respect to our energy-related ~~logistical~~logistics 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)~~millions)


	March 31, 2021		December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	1,496.4	$	1,570.1

Accounts receivable	859.6		501.5
Accounts receivable - affiliate	5.6		4.9

Inventories	2,312.4		1,686.2

Prepaid and other current assets	136.0		56.4
Total current assets	4,810.0		3,819.1

Property, plant and equipment, net	4,014.3		4,023.1
Lease right of use assets - third party	740.4		916.7
Lease right of use assets - affiliate	550.6		571.0

Deferred charges and other assets, net	836.6		862.7
Total assets	$	10,951.9	$	10,192.6

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	704.1	$	402.3
Accounts payable - affiliate	59.0		53.2
Accrued expenses	2,579.1		1,881.8
Current operating lease liabilities - third party	61.6		78.3
Current operating lease liabilities - affiliate	86.9		85.6

Current debt	5.6		7.4

Deferred revenue	19.3		45.1

Total current liabilities	3,515.6		2,553.7


Long-term debt	3,946.0		3,932.8

Deferred tax liabilities	29.3		38.7
Long-term operating lease liabilities - third party	599.9		755.9
Long-term operating lease liabilities - affiliate	463.7		485.4
Long-term financing lease liabilities - third party	66.0		68.3
Other long-term liabilities	283.0		267.0
Total liabilities	8,903.5		8,101.8

Commitments and contingencies (Note 8)	0		0

Equity:
PBF Holding Company LLC equity
Member’s equity	2,825.6		2,809.7
Retained earnings (accumulated deficit)	(781.5)		(723.4)
Accumulated other comprehensive loss	(6.5)		(6.1)
Total PBF Holding Company LLC equity	2,037.6		2,080.2
Noncontrolling interest	10.8		10.6
Total equity	2,048.4		2,090.8
Total liabilities and equity	$	10,951.9	$	10,192.6

See notes to condensed consolidated financial statements.

September 30,
2017 December 31,
2016
ASSETS
Current assets:
Cash and cash equivalents $ 241,745
$ 626,705
Accounts receivable 774,907
615,881
Accounts receivable - affiliate 19,938
7,631
Affiliate notes receivable 11,600
—
Inventories 2,310,692
1,863,560
Prepaid expense and other current assets 44,439
40,536
Total current assets 3,403,321
3,154,313

Property, plant and equipment, net 2,805,149
2,728,699
Investment in equity method investee 172,752
179,882
Deferred charges and other assets, net 801,415
504,003
Total assets $ 7,182,637
$ 6,566,897

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 441,483
$ 530,365
Accounts payable - affiliate 36,045
37,863
Accrued expenses 1,809,571
1,462,729
Deferred revenue 3,296
12,340
Notes payable 6,831
—
Total current liabilities 2,297,226
2,043,297

Long-term debt 1,625,201
1,576,559
Affiliate notes payable —
86,298
Deferred tax liabilities 46,340
45,699
Other long-term liabilities 213,344
226,111
Total liabilities 4,182,111
3,977,964

Commitments and contingencies (Note 9)

Equity:
Member’s equity 2,352,772
2,155,863
Retained earnings 659,891
446,519
Accumulated other comprehensive loss (25,024 ) (25,962 )
Total PBF Holding Company LLC equity 2,987,639
2,576,420
Noncontrolling interest 12,887
12,513
Total equity 3,000,526
2,588,933
Total liabilities and equity $ 7,182,637
$ 6,566,897

PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in ~~thousands)~~millions)


	Three Months Ended March 31,
		2021		2020
Revenues		$	4,913.2	$	5,260.0

Cost and expenses:
Cost of products and other		4,263.0		6,033.4
Operating expenses (excluding depreciation and amortization expense as reflected below)		460.2		507.5
Depreciation and amortization expense		104.7		105.4
Cost of sales		4,827.9		6,646.3
General and administrative expenses (excluding depreciation and amortization expense as reflected below)		42.9		78.2
Depreciation and amortization expense		3.4		2.9
Change in fair value of contingent consideration		29.5		(53.0)

Gain on sale of assets		(0.6)		0
Total cost and expenses		4,903.1		6,674.4

Income (loss) from operations		10.1		(1,414.4)

Other income (expense):
Interest expense, net		(69.6)		(36.5)
Change in fair value of catalyst obligations		(10.0)		11.7
Debt extinguishment costs		0		(22.2)
Other non-service components of net periodic benefit cost		2.0		1.0
Income (loss) before income taxes		(67.5)		(1,460.4)
Income tax (benefit) expense		(10.6)		14.2
Net income (loss)		(56.9)		(1,474.6)
Less: net income attributable to noncontrolling interests		0.2		0
Net income (loss) attributable to PBF Holding Company LLC		$	(57.1)	$	(1,474.6)

See notes to condensed consolidated financial statements.

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Revenues $ 5,475,816
$ 4,508,613
$ 15,239,265
$ 11,164,571

Cost and expenses:
Cost of products and other 4,411,809
3,904,258
13,326,396
9,634,989
Operating expenses (excluding depreciation and amortization expense as reflected below) 389,591
404,045
1,225,014
972,223
Depreciation and amortization expense 70,338
51,336
181,238
151,473
Cost of sales 4,871,738
4,359,639
14,732,648
10,758,685
General and administrative expenses (excluding depreciation and amortization expense as reflected below) 54,693
39,912
130,092
111,272
Depreciation and amortization expense 2,572
1,342
10,355
4,417
Equity income in investee (3,799 ) (1,621 ) (11,218 ) (1,621 )
Loss on sale of assets 28
8,159
940
11,381
Total cost and expenses 4,925,232
4,407,431
14,862,817
10,884,134

Income from operations 550,584
101,182
376,448
280,437

Other income (expenses):
Change in fair value of catalyst leases 473
77
(1,011 ) (4,556 )
Debt extinguishment costs —
—
(25,451 ) —
Interest expense, net (29,269 ) (33,896 ) (92,782 ) (98,446 )
Income before income taxes 521,788
67,363
257,204
177,435
Income tax (benefit) expense (4,292 ) 2,291
2,040
29,287
Net income 526,080
65,072
255,164
148,148
Less: net (loss) income attributable to noncontrolling interests (6 ) 45
374
438
Net income attributable to PBF Holding Company LLC $ 526,086
$ 65,027
$ 254,790
$ 147,710

PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited, in ~~thousands)~~millions)


	Three Months Ended March 31,
		2021		2020
Net income (loss)		$	(56.9)	$	(1,474.6)
Other comprehensive income (loss):
Unrealized (loss) gain on available for sale securities		(0.6)		0.6
Net gain on pension and other post-retirement benefits		0.2		0.2
Total other comprehensive income (loss)		(0.4)		0.8
Comprehensive income (loss)		(57.3)		(1,473.8)
Less: comprehensive income attributable to noncontrolling interests		0.2		0
Comprehensive income (loss) attributable to PBF Holding Company LLC		$	(57.5)	$	(1,473.8)

See notes to condensed consolidated financial statements.

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Net income $ 526,080
$ 65,072
$ 255,164
$ 148,148
Other comprehensive income:
Unrealized (loss) gain on available for sale securities (1 ) (76 ) 76
329
Net gain on pension and other post-retirement benefits 288
502
862
1,134
Total other comprehensive income 287
426
938
1,463
Comprehensive income 526,367
65,498
256,102
149,611
Less: comprehensive (loss) income attributable to noncontrolling interests (6 ) 45
374
438
Comprehensive income attributable to PBF Holding Company LLC $ 526,373
$ 65,453
$ 255,728
$ 149,173

PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(unaudited, in millions)


	Member’s Equity		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (accumulated deficit)		Noncontrolling Interest		Total Equity

Balance, December 31, 2020	$	2,809.7	$	(6.1)	$	(723.4)	$	10.6	$	2,090.8
Member distributions	0		0		(1.0)		0		(1.0)
Capital contributions from PBF LLC	10.0		0		0		0		10.0

Stock-based compensation expense	5.9		0		0		0		5.9

Comprehensive income (loss)	0		(0.4)		(57.1)		0.2		(57.3)

Balance, March 31, 2021	$	2,825.6	$	(6.5)	$	(781.5)	$	10.8	$	2,048.4







































Balance, December 31, 2019	$	2,739.1	$	(9.7)	$	1,156.9	$	10.9	$	3,897.2
Member distributions	0		0		(21.1)		0		(21.1)


Stock-based compensation expense	6.8		0		0		0		6.8

Comprehensive income (loss)	0		0.8		(1,474.6)		0		(1,473.8)
Balance, March 31, 2020	$	2,745.9	$	(8.9)	$	(338.8)	$	10.9	$	2,409.1

See notes to condensed consolidated financial statements.

PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in ~~thousands)~~millions)


	Three Months Ended March 31,
	2021		2020
Cash flows from operating activities:
Net income (loss)	$	(56.9)	$	(1,474.6)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	111.8		110.8
Stock-based compensation	6.4		8.3
Change in fair value of catalyst obligations	10.0		(11.7)
Deferred income taxes	(9.4)		14.2
Non-cash change in inventory repurchase obligations	8.0		(67.9)
Non-cash lower of cost or market inventory adjustment	(405.6)		1,285.6
Change in fair value of contingent consideration	29.5		(53.0)
Debt extinguishment costs	0		22.2
Pension and other post-retirement benefit costs	12.8		13.1


Gain on sale of assets	(0.6)		0

Changes in operating assets and liabilities:
Accounts receivable	(358.0)		394.7
Due to/from affiliates	5.1		32.0
Inventories	(220.6)		74.3
Prepaid and other current assets	(79.6)		(44.8)
Accounts payable	291.0		(198.7)
Accrued expenses	638.1		(367.0)
Deferred revenue	(25.8)		16.9
Other assets and liabilities	(23.8)		(9.0)
Net cash used in operating activities	$	(67.6)	$	(254.6)

Cash flows from investing activities:

Expenditures for property, plant and equipment	(36.1)		(59.2)
Expenditures for deferred turnaround costs	(16.8)		(69.1)
Expenditures for other assets	(6.3)		(4.6)
Acquisition of Martinez refinery	0		(1,176.2)


Net cash used in investing activities	$	(59.2)	$	(1,309.1)

See notes to condensed consolidated financial statements.

Nine Months Ended
September 30,
2017 2016
Cash flows from operating activities:
Net income $ 255,164
$ 148,148
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization 197,365
162,565
Stock-based compensation 13,549
12,658
Change in fair value of catalyst leases 1,011
4,556
Deferred income taxes 641
27,813
Non-cash lower of cost or market inventory adjustment (97,943 ) (320,833 )
Non-cash change in inventory repurchase obligations (26,659 ) 29,317
Debt extinguishment costs 25,451
—
Pension and other post-retirement benefit costs 31,682
25,894
Income from equity method investee (11,218 ) (1,621 )
Distributions from equity method investee 16,897
—
Loss on sale of assets 940
11,381

Changes in operating assets and liabilities:
Accounts receivable (159,026 ) (194,898 )
Due to/from affiliates (2,318 ) 8,194
Inventories (349,189 ) 54,052
Prepaid expense and other current assets (4,107 ) (20,203 )
Accounts payable (103,069 ) 50,297
Accrued expenses 401,674
308,047
Deferred revenue (9,044 ) 8,029
Other assets and liabilities (57,387 ) (21,880 )
Net cash provided by operations 124,414
291,516

Cash flows from investing activities:
Acquisition of Torrance refinery and related logistics assets —
(971,932 )
Expenditures for property, plant and equipment (211,224 ) (187,743 )
Expenditures for deferred turnaround costs (341,598 ) (138,936 )
Expenditures for other assets (31,096 ) (27,735 )
Chalmette Acquisition working capital settlement —
(2,659 )
Proceeds from sale of assets —
13,030
Equity method investment - return of capital 451
—
Net cash used in investing activities $ (583,467 ) $ (1,315,975 )

PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ~~(Continued)~~(continued)

(unaudited, in ~~thousands)~~millions)


	Three Months Ended March 31,
	2021		2020
Cash flows from financing activities:
Contributions from PBF LLC	$	10.0	$	0
Distributions to members	(1.0)		(21.1)



Proceeds from 2028 6.00% Senior Notes	0		1,000.0

Redemption of 2023 7.00% Senior Notes	0		(517.5)
Repayments of PBF Rail Term Loan	(1.8)		(1.8)


Proceeds from revolver borrowings	0		1,150.0
Repayments of revolver borrowings	0		(250.0)


Payments on financing leases	(3.5)		(2.6)
Proceeds from insurance premium financing	48.9		45.3
Deferred financing costs and other	0.5		(12.3)
Net cash provided by financing activities	$	53.1	$	1,390.0

Net decrease in cash and cash equivalents	(73.7)		(173.7)
Cash and cash equivalents, beginning of period	1,570.1		763.1
Cash and cash equivalents, end of period	$	1,496.4	$	589.4

Supplemental cash flow disclosures
Non-cash activities:

Accrued and unpaid capital expenditures	$	42.2	$	125.2
Assets acquired or remeasured under operating and financing leases	(152.8)		111.1

Fair value of the Martinez Contingent Consideration at acquisition	0		77.3

Cash paid during the period for:
Interest (net of capitalized interest of $2.2 million and $3.3 million in 2021 and 2020, respectively)	$	38.9	$	13.4
Income taxes	0.1		0

Nine Months Ended
September 30,
2017 2016
Cash flows from financing activities:
Contributions from PBF LLC $ 97,000
$ 175,000
Distributions to members (39,315 ) (92,503 )
Proceeds from affiliate notes payable —
635
Repayment of affiliate notes payable —
(517 )
Proceeds from 2025 7.25% Senior Notes 725,000
—
Cash paid to extinguish 2020 8.25% Senior Secured Notes (690,209 ) —
Repayments of PBF Rail Term Loan (4,959 ) —
Repayments of Rail Facility revolver borrowings —
(11,457 )
Proceeds from revolver borrowings 490,000
550,000
Repayments of revolver borrowings (490,000 ) —
Proceeds from catalyst lease —
7,927
Deferred financing costs and other (13,424 ) —
Net cash provided by financing activities 74,093
629,085

Net decrease in cash and cash equivalents (384,960 ) (395,374 )
Cash and cash equivalents, beginning of period 626,705
914,749
Cash and cash equivalents, end of period $ 241,745
$ 519,375

Supplemental cash flow disclosures
Non-cash activities:
Distribution of assets to PBF Energy Company LLC $ 25,547
$ 173,426
Accrued and unpaid capital expenditures 33,120
16,813
Conversion of affiliate notes payable to capital contribution 86,298
—
Notes payable issued for purchase of property, plant and equipment 6,831
—

See notes to condensed consolidated financial statements.

910

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(UNAUDITED, 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, and PBF Finance Corporation (“PBF Finance”), a wholly-owned subsidiary of PBF Holding, together with ~~its~~the Company’s 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 ~~96.6%~~99.2% of the outstanding economic interest in, PBF LLC as of ~~September 30, 2017.~~March 31, 2021. PBF Investments LLC, ~~(“PBF Investments”),~~ Toledo Refining Company LLC, ~~(“Toledo Refining” or “TRC”),~~ Paulsboro Refining Company LLC, ~~(“Paulsboro Refining” or “PRC”),~~ Delaware City Refining Company LLC, ~~(“Delaware City Refining” or “DCR”),~~ Chalmette Refining, L.L.C. (“Chalmette Refining”), PBF Energy Western Region LLC, ~~(“PBF Western Region”),~~ Torrance Refining Company LLC, ~~(“Torrance Refining”) and~~ Torrance Logistics Company LLC and Martinez Refining Company LLC are PBF LLC’s principal operating subsidiaries and are all wholly-owned subsidiaries of PBF Holding. 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”).~~ PBF Logistics GP LLC (“PBF GP”) serves as the general partner of ~~PBFX.~~PBF Logistics LP (“PBFX”). PBF GP is wholly-owned by PBF LLC. In ~~connection with the PBFX Offering, PBF Holding contributed to PBFX the assets and liabilities of certain crude oil terminaling assets. In~~ a series of ~~additional~~ transactions, ~~subsequent to the PBFX Offering,~~ PBF Holding has distributed certain ~~additional~~ assets to PBF LLC, which in turn contributed those assets to PBFX (as described in “Note 87 - Related Party Transactions”).

Substantially all of the Company’s operations are in the United States. As of ~~September 30, 2017,~~March 31, 2021, the Company’s oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and have been aggregated to form ~~one~~1 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;~~commodities, and factors that are largely out of the Company’s control can cause prices to vary over time. The resulting potential margin volatility can have a material effect on the Company’s financial position, earnings and cash ~~flow.~~flows.

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~~Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“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~~Condensed Consolidated Financial Statements should be read in conjunction with the PBF Holding and PBF Finance financial statements included in the Annual Report on Form 10-K for the year ended December 31, ~~2016 of PBF Holding Company LLC and PBF Finance Corporation.~~2020. The results of operations for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 are not necessarily indicative of the results to be expected for the full year.

~~Change~~COVID-19 and Market Developments

The impact of the unprecedented global health and economic crisis sparked by the novel coronavirus (“COVID-19”) pandemic and related adverse impact on economic and commercial activity has resulted in ~~Presentation~~

~~During~~a significant reduction in demand for refined petroleum and petrochemical products. This significant demand reduction has had an adverse impact on the ~~third quarter~~Company’s results of ~~2017,~~operations and liquidity position as of and for the three months ended March 31, 2021. In response, the Company ~~determined that it would revise the presentation of certain line items on~~has reduced throughput rates across its ~~consolidated statements of operations to enhance its disclosure under the requirements of Rule 5-03 of Regulation S-X. The revised presentation~~entire refining system and is comprised of the inclusion of a subtotal within costs and expenses referred to as “Cost of sales” and the reclassification of total depreciation and amortization expense between such amounts attributable to cost of sales and othercurrently operating ~~costs and expenses. The amount of depreciation and~~

all refineries at reduced rates.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~amortization expense~~It is impossible to estimate the duration or significance of the financial impact that ~~is presented separately within~~will result from the ~~“Cost~~COVID-19 pandemic. However, the extent of ~~Sales” subtotal represents depreciation and amortization~~the impact of ~~refining and logistics assets that are integral to~~ the ~~refinery production process.~~

~~The historical comparative information has been revised to conform to the current presentation. This revised presentation does not have an effect~~COVID-19 pandemic on the Company’s ~~historical consolidated income from~~business, financial condition, results of operations ~~or net income, nor does it have any~~and liquidity will depend largely on future developments, including the duration of the outbreak, particularly within the geographic areas where the Company operates, the effectiveness of the vaccine programs, and the related impact on overall economic activity, all of which cannot be predicted with certainty at this time.

East Coast Refining Reconfiguration

On December 31, 2020, the Company reconfigured the Delaware City and Paulsboro refineries temporarily idling certain of its ~~consolidated balance sheets, statements~~major processing units at the Paulsboro refinery, in order to operate the two refineries as one functional unit referred to as the “East Coast Refining System”. The reconfiguration process resulted in lower overall throughput and inventory levels in addition to decreases in capital and operating costs.

Interim Impairment Assessment

The global crisis resulting from the spread of ~~comprehensive income~~the COVID-19 pandemic continues to have a substantial impact on the economy and overall consumer demand for energy and hydrocarbon products. As a result of the sustained decrease in such demand which has resulted in sustained throughput reductions across the Company’s refineries, the Company determined an impairment triggering event had occurred. As such, the Company performed an interim impairment assessment on certain long-lived assets as of March 31, 2021. As a result of the interim impairment test, the Company concluded that the carrying values of its long-lived assets were not impaired when comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets over their remaining estimated useful lives.

If adverse market conditions persist or ~~statements of cash flows. Presented below~~there is ~~a summary~~further deterioration in the general economic environment due to the COVID-19 pandemic, there could be additional indicators that the Company’s assets are impaired requiring evaluation that may result in future impairment charges to earnings.

Recently Issued Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the effects of reference rate reform on financial reporting”. The amendments in this ~~revised presentation on~~ASU provide optional guidance to alleviate the ~~Company’s historical statements of operations~~burden in accounting for ~~the three~~reference rate reform, by allowing certain expedients and ~~nine month periods ended September 30, 2016 (in thousands):~~

Three Months ended September 30, 2016
As Previously Reported Adjustments As Reclassified
Cost and expenses:
Cost of products and other $ 3,904,258
—
$ 3,904,258
Operating expenses (excluding depreciation and amortization expense as reflected below) 404,045
—
404,045
Depreciation and amortization expense —
51,336
51,336
Cost of sales 4,359,639
General and administrative expenses (excluding depreciation and amortization expense as reflected below) 39,912
—
39,912
Depreciation and amortization expense 52,678
(51,336)
1,342
Equity income in investee (1,621)
—
(1,621)
Loss on sale of assets 8,159
—
8,159
Total cost and expenses $ 4,407,431
$ 4,407,431

Nine Months ended September 30, 2016
As Previously Reported Adjustments As Reclassified
Cost and expenses:
Cost of products and other $ 9,634,989
—
$ 9,634,989
Operating expenses (excluding depreciation and amortization expense as reflected below) 972,223
—
972,223
Depreciation and amortization expense —
151,473
151,473
Cost of sales 10,758,685
General and administrative expenses (excluding depreciation and amortization expense as reflected below) 111,272
—
111,272
Depreciation and amortization expense 155,890
(151,473)
4,417
Equity income in investee (1,621)
—
(1,621)
Loss on sale of assets 11,381
—
11,381
Total cost and expenses $ 10,884,134
$ 10,884,134

~~Cost Classifications~~

~~Cost of products~~exceptions in applying GAAP to contracts, hedging relationship and other ~~consists~~transactions affected by the expected market transition from London Interbank Offered Rate and other interbank rates. The amendments in this ASU are effective for all entities at any time beginning on March 12, 2020 through December 31, 2022 and may be applied from the beginning of an interim period that includes the issuance date of the ~~cost~~ASU. The Company does not expect that the adoption of ~~crude oil, other feedstocks, blendstocks~~this guidance will have a material impact on its Consolidated Financial Statements and ~~purchased refined products~~related disclosures.

2. ACQUISITIONS

Martinez Acquisition

On February 1, 2020, the Company acquired from Equilon Enterprises LLC d/b/a Shell Oil Products US (the "Seller"), the Martinez refinery and related logistics assets (collectively, the ~~related in-bound freight~~"Martinez Acquisition"), pursuant to a sale and ~~transportation costs.~~purchase agreement dated June 11, 2019 (the “Sale and Purchase Agreement”). The Martinez refinery, located in Martinez, California, is a high-conversion, dual-coking facility that is strategically positioned in Northern California and provides for operating and commercial synergies with the Torrance refinery located in Southern California.

Operating expenses (excluding depreciation and amortization) consists of direct costs of labor, maintenance and services, utilities, property taxes, environmental compliance costs and other direct operating costs incurred in connection with our refining operations. Such expenses exclude depreciation relatedIn addition to refining ~~and~~assets, the Martinez Acquisition includes a number of onsite logistics assets,

including a deep-water marine facility, product distribution terminals and refinery crude and product storage facilities.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

that are integral to the refinery production process, which is presented separately as Depreciation and amortization expense as a component of Cost of sales on the Company’s condensed consolidated statements of operations.

~~Reclassification~~

Certain amounts previously reported in the Company's condensed consolidated financial statements for prior periods have been reclassified to conform to the 2017 presentation. These reclassifications, in addition to the changes in “Cost and expenses” described above, include certain details about accrued expenses in that footnote.

~~Recently Adopted Accounting Guidance~~

Effective January 1, 2017, the Company adopted Accounting Standard Update (“ASU”) No. 2016-06, “Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments (a consensus of the FASB Emerging Issues Task Force)” (“ASU 2016-06”). ASU 2016-6 was issued in March 2016 by the Financial Accounting Standards Board (“FASB”) 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 Company’s adoption of this guidance did not materially impact its consolidated financial statements.

Effective January 1, 2017, the Company adopted ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 was issued by the FASB in March 2016 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 could prior to its adoption for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. The Company’s adoption of this guidance did not materially impact its consolidated financial statements.

Effective January 1, 2017, the Company adopted ASU No. 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control” (“ASU 2016-17”). ASU 2016-17 was issued by the FASB in October 2016 to amend the consolidation guidance on how a reporting entity that is the single decision maker of a variable interest entity (“VIE”) should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. The amendments in this ASU do not change the characteristics of a primary beneficiary in current GAAP. The amendments in this ASU require that a reporting entity, in determining whether it satisfies the second characteristic of a primary beneficiary, include all of its direct variable interests in a VIE and, on a proportionate basis, its indirect variable interests in a VIE held through related parties, including related parties that are under common control with the reporting entity. The Company’s adoption of this guidance did not materially impact its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”), which provides guidance to assist entities with evaluating when a set of transferred assets and activities is a business. Under ASU 2017-01, it is expected that the definition of a business will be narrowed and more consistently applied. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The amendments in this ASU should be applied prospectively on or after the effective date. Early adoption of ASU 2017-01 is permitted and the Company early adopted the new standard in its consolidated financial statements and related disclosures effective January 1, 2017. The Company’s adoption of this guidance did not materially impact its consolidated financial statements.

~~Recent Accounting Pronouncements~~

In August 2015, 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

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

Contracts with Customers” (“ASU 2014-09”) for all entities by one year. Additional ASUs have been issued in 2016 and 2017 that provide certain implementation guidance related to ASU 2014-09 (collectively, the Company refers to ASU 2014-09 and these additional ASUs as the “Updated Revenue Recognition Guidance”). The Updated Revenue Recognition Guidance 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 modified retrospective 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 has established a working group to assess the Updated Revenue Recognition Guidance, including its impact on the Company’s business processes, accounting systems, controls and financial statement disclosures. The Company will adopt this new standard effective January 1, 2018, using the modified retrospective application. Under that method, the cumulative effect of initially applying the standard is recognized as an adjustment to the opening balance of retained earnings, and revenues reported in the periods prior to the date of adoption are not changed. The working group is progressing through its implementation plan and continues to evaluate the impact of this new standard on the Company’s consolidated financial statements and related disclosures. Additionally, the Company has begun training the relevant staff at its corporate headquarters and refineries on the Updated Revenue Recognition Guidance, including the potential impacts on internal reporting and disclosure requirements. Although the Company’s analysis of the new standard is still in process and interpretative and industry specific guidance is still developing, based on the results to date, we have reached tentative conclusions for most contract types and do not believe revenue recognition patterns will change materially. However, it is expected that the new standard will have some impact on presentation and disclosures in its financial statements and internal controls.

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 has established a working group to study and lead implementation of the new guidance in ASU 2016-02. This working group was formed during 2016 and has begun the process of compiling a central repository for all leases entered into by the Company and its subsidiaries for further analysis as the implementation project progresses. The Company will not early adopt this new guidance. The working group continues to evaluate the impact of this new standard on its consolidated financial statements and related disclosures. At this time, the Company has identified that the most significant impacts of this new guidance will be to bring nearly all leases on its balance sheet with “right of use assets” and “lease obligation liabilities” as well as accelerating the interest expense component of financing leases. While the assessment of the impacts arising from this standard is progressing, it remains in its early stages. Accordingly, the Company has not fully determined the impacts on its business processes, controls or financial statement disclosures.

In March 2017, the FASB issued ASU No. 2017-07, “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”), which provides guidance to improve the reporting of net benefit cost in the income statement and on the components eligible for capitalization in assets. Under the new guidance, employers will present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. Only the service cost component will be eligible for capitalization in assets. Additionally, under this guidance, employers will present the other components of the net periodic benefit cost separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. These components will not be eligible for capitalization in assets. Employers will apply the guidance on the presentation of the components of net periodic benefit cost in the income statement retrospectively. The guidance limiting the capitalization of net periodic benefit cost in assets to the service cost component will be applied prospectively. The guidance includes a practical expedient allowing entities to estimate amounts for comparative periods using the information previously disclosed in their pension and other postretirement benefit plan note to the financial statements. The amendments in this ASU are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The Company does not expect the

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~adoption of this new standard to have a material impact on its consolidated financial statements and related disclosures.~~

In May 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”), which provides guidance to increase clarity and reduce both diversity in practice and cost and complexity when applying the existing accounting guidance on changes to the terms or conditions of a share-based payment award. The amendments in ASU 2017-09 require an entity to account for the effects of a modification unless all the following are met: (i) the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified; (ii) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (iii) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The guidance in ASU 2017-09 should be applied prospectively. The amendments in this ASU are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The Company will apply the guidance prospectively for any modifications to its stock compensation plans occurring after the effective date of the new standard.

In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” (“ASU 2017-12”). The amendments in ASU 2017-12 more closely align the results of cash flow and fair value hedge accounting with risk management activities through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results in the financial statements. The amendments in ASU 2017-12 address specific limitations in current GAAP by expanding hedge accounting for both nonfinancial and financial risk components and by refining the measurement of hedge results to better reflect an entity’s hedging strategies. Thus, the amendments in ASU 2017-12 will enable an entity to better portray the economic results of hedging activities for certain fair value and cash flow hedges and will avoid mismatches in earnings by allowing for greater precision when measuring changes in fair value of the hedged item for certain fair value hedges. Additionally, by aligning the timing of recognition of hedge results with the earnings effect of the hedged item for cash flow and net investment hedges, and by including the earnings effect of the hedging instrument in the same income statement line item in which the earnings effect of the hedged item is presented, the results of an entity’s hedging program and the cost of executing that program will be more visible to users of financial statements. The guidance in ASU 2017-12 concerning amendments to cash flow and net investment hedge relationships that exist on the date of adoption should be applied using a modified retrospective approach (i.e., with a cumulative effect adjustment recorded to the opening balance of retained earnings as of the initial application date). The guidance in ASU 2017-12 also provides transition relief to make it easier for entities to apply certain amendments to existing hedges (including fair value hedges) where the hedge documentation needs to be modified. The presentation and disclosure requirements of ASU 2017-12 should be applied prospectively. The amendments in this ASU are effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

~~2. ACQUISITIONS~~

~~Torrance Acquisition~~

On July 1, 2016, the Company acquired from ExxonMobil Oil Corporation and its subsidiary, Mobil Pacific Pipe Line Company, the Torrance refinery and related logistics assets (collectively, the “Torrance Acquisition”). The Torrance refinery, located in Torrance, California, is a high-conversion, delayed-coking refinery. 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 provided the Company with a broader more diversified asset base and increased the number of operating refineries from four to five and expanded the Company’s combined crude oil throughput capacity. The acquisition also provided the Company with a presence in the PADD 5 market.

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

In addition to refining assets, the transaction included a number of high-quality logistics assets including a sophisticated network of crude and products pipelines, product distribution terminals and refinery crude and product storage facilities. The most significant of the logistics assets is a crude gathering and transportation system which delivers San Joaquin Valley crude oil directly from the field to the refinery. Additionally, included in the transaction were 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 aggregate purchase price for the ~~Torrance~~Martinez Acquisition was ~~$521,350 in cash after post-closing purchase price adjustments, plus~~$1,253.4 million, including final working capital of ~~$450,582. In addition,~~$216.1 million and the ~~Company assumed certain pre-existing environmental and regulatory emission credit obligations in connection with the Torrance Acquisition.~~Martinez Contingent Consideration, as defined below. The transaction was financed through a combination of cash on hand, including proceeds from ~~certain PBF Energy equity offerings~~the $1.0 billion in aggregate principal amount of 6.00% senior unsecured notes due 2028 (the “2028 Senior Notes”), and borrowings under ~~the Company’s asset based~~PBF Holding’s asset-based revolving credit agreement (the “Revolving ~~Loan”~~Credit Facility”).

The Company accounted for the ~~Torrance~~Martinez Acquisition as a business combination under GAAP whereby ~~the Company~~it recognizes assets acquired and liabilities assumed in an acquisition at their estimated fair values as of the date of acquisition. The final purchase price and fair value allocation were completed as of June 30, 2017. During the measurement period, which ended in June 2017, adjustments were made to the Company’s preliminary fair value estimates related primarily to Property, plant and equipment and Other long-term liabilities reflecting the finalization of the Company’s assessment of the costs and duration of certain assumed pre-existing environmental obligations.

The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows:

Purchase Price
Gross purchase price $ 537,500
Working capital 450,582
Post close purchase price adjustments (16,150 )
Total consideration $ 971,932


(in millions)	Purchase Price
Gross purchase price	$	960.0
Working capital, including post close adjustments	216.1
Contingent consideration (a)	77.3
Total consideration	$	1,253.4

___________________

(a) The Martinez Acquisition included an obligation for the Company to make post-closing earn-out payments to the Seller based on certain earnings thresholds of the Martinez refinery (as set forth in the Sale and Purchase Agreement), for a period of up to four years following the acquisition closing date (the “Martinez Contingent Consideration”). The Company recorded the Martinez Contingent Consideration based on its estimated fair value of $77.3 million at the acquisition date, which was recorded within “Other long-term liabilities” within the Condensed Consolidated Balance Sheets. Subsequent changes in the fair value of the Martinez Contingent Consideration are recorded in the Condensed Consolidated Statement of Operations.

The following table summarizes the final amounts recognized for assets acquired and liabilities assumed as of the acquisition date:


(in millions)	Fair Value Allocation
Inventories	$	224.1
Prepaid and other current assets	5.4
Property, plant and equipment	987.9
Operating lease right of use assets (a)	7.8
Financing lease right of use assets (a)	63.5
Deferred charges and other assets, net	63.7
Accrued expenses	(1.4)
Current operating lease liabilities	(1.9)
Current financing lease liabilities (b)	(6.0)
Long-term operating lease liabilities	(5.9)
Long-term financing lease liabilities	(57.5)
Other long-term liabilities - Environmental obligation	(26.3)
Fair value of net assets acquired	$	1,253.4

Fair Value Allocation
Inventories $ 404,542
Prepaid expenses and other current assets 982
Property, plant and equipment 704,633
Deferred charges and other assets, net 68,053
Accounts payable (2,688 )
Accrued expenses (64,137 )
Other long-term liabilities (139,453 )
Fair value of net assets acquired $ 971,932
____________________________

~~The Company’s condensed consolidated financial statements for~~(a) Operating and Financing lease right of use assets are recorded in Lease right of use assets - third-party within the ~~three and nine months ended September 30, 2017 include~~Condensed Consolidated Balance Sheets.

(b) Current financing lease liabilities are recorded in Accrued expenses within the results of operations of the Torrance refinery and related logistics assets subsequent to the Torrance Acquisition. The Company’s condensed consolidated financial statements for the prior year include the results of operations of such assets from the date of the Torrance Acquisition on July 1, 2016 to September 30, 2016 during which period the Torrance refinery and related logistics assets contributed revenues of $928,225 and net income of $51,457. On an unaudited pro forma basis, the revenues and net income of the Company assuming the Torrance Acquisition had occurred on January 1, 2015, are shown below. The unaudited pro forma information does notCondensed Consolidated Balance Sheets.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The Company’s Condensed Consolidated Financial Statements for the three months ended March 31, 2021 include the results of operations of the Martinez refinery and related logistics assets subsequent to the Martinez Acquisition. The same period in 2020 includes the results of operations of such assets from the date of the Martinez Acquisition on February 1, 2020 to March 31, 2020 during which period the Martinez refinery and related logistic assets contributed revenues of $467.7 million and net loss of $205.3 million. On an unaudited pro-forma basis, the revenues and net income (loss) of the Company, assuming the acquisition had occurred on January 1, 2020, 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~~Martinez Acquisition occurred on January 1, ~~2015,~~2020, nor is the financial information indicative of the results of future operations. The unaudited ~~pro forma~~pro-forma financial information includes the depreciation and amortization expense ~~attributable~~related to the ~~Torrance~~Martinez Acquisition and interest expense associated with the related financing.


	Three Months Ended March 31, 2020
(Unaudited, in millions)

Pro-forma revenues	$	5,623.8
Pro-forma net loss attributable to PBF Holding	(1,505.9)

Nine Months Ended September 30, 2016
Pro forma revenues $ 12,243,582
Pro forma net loss attributable to PBF Holding Company LLC $ (60,908 )

The unaudited amount of revenues and net loss above have been calculated after conforming accounting policies of the Torrance refinery and related logistics assets to those of the Company and certain one-time adjustments.Acquisition Expenses

~~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”). While the Company’s condensed consolidated financial statements for both the three and nine months ended September 30, 2017 and 2016 include the results of operations of Chalmette Refining, the final working capital settlement for the Chalmette Acquisition was finalized in the first quarter of 2016. Additionally, certainThere were 0 acquisition ~~related~~ costs for the ~~Chalmette Acquisition were recorded in the first quarter of 2016.~~

~~Acquisition Expenses~~

three months ended March 31, 2021. The Company incurred ~~acquisition related~~acquisition-related costs of $11.5 million for the three months ended March 31, 2020, consisting primarily of consulting and legal expenses related to ~~completed, pending and non-consummated acquisitions. These costs were $22 and $488 in~~ the ~~three and nine months ended September 30, 2017, respectively, and $3,912 and $13,622 in the three and nine months ended September 30, 2016, respectively.~~Martinez Acquisition. These costs are included in ~~the condensed consolidated statements of operations in~~ General and administrative ~~expenses.~~expenses within the Condensed Consolidated Statements of Operations.

~~3. INVENTORIES~~

~~Inventories consisted of the following:~~

September 30, 2017
Titled Inventory Inventory Intermediation Arrangements Total
Crude oil and feedstocks $ 1,302,162
$ —
$ 1,302,162
Refined products and blendstocks 1,065,608
343,904
1,409,512
Warehouse stock and other 97,063
—
97,063
$ 2,464,833
$ 343,904
$ 2,808,737
Lower of cost or market adjustment (404,227 ) (93,818 ) (498,045 )
Total inventories $ 2,060,606
$ 250,086
$ 2,310,692

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(UNAUDITED, IN THOUSANDS, EXCEPT UNIT, BARREL AND PER BARREL DATA)~~3. CURRENT EXPECTED CREDIT LOSSES

Credit Losses

The Company has exposure to credit losses primarily through its sales of refined products. The Company evaluates creditworthiness on an individual customer basis. The Company utilizes a financial review model for purposes of evaluating creditworthiness which is based on information from financial statements and credit reports. The financial review model enables the Company to assess the customer’s risk profile and determine credit limits on the basis of their financial strength, including but not limited to, their liquidity, leverage, debt serviceability, longevity and how they pay their bills. The Company may require security in the form of letters of credit or cash payments in advance of product delivery for certain customers that are deemed higher risk.

The Company’s payment terms on its trade receivables are relatively short, generally 30 days or less for a substantial majority of its refined products. As a result, the Company’s collection risk is mitigated to a certain extent by the fact that sales are collected in a relatively short period of time, allowing for the ability to reduce exposure on defaults if collection issues are identified. Notwithstanding, the Company reviews each customer’s credit risk profile at least annually or more frequently if warranted. Following the widespread market disruption that has resulted from the COVID-19 pandemic and related governmental responses, the Company has been performing ongoing credit reviews of its customers including monitoring for any negative credit events such as customer bankruptcy or insolvency events. As a result, the Company has adjusted payment terms or limited available trade credit for certain customers, as well as for customers within industries that are deemed to be at higher risk.

The Company performs a quarterly allowance for doubtful accounts analysis to assess whether an allowance needs to be recorded for any outstanding trade receivables. In estimating credit losses, management reviews accounts that are past due, have known disputes or have experienced any negative credit events that may result in future collectability issues. There was 0 allowance for doubtful accounts recorded as of March 31, 2021 or December 31, 2020.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2016
Titled Inventory Inventory Intermediation Arrangements Total
Crude oil and feedstocks $ 1,102,007
$ —
$ 1,102,007
Refined products and blendstocks 915,397
352,464
1,267,861
Warehouse stock and other 89,680
—
89,680
$ 2,107,084
$ 352,464
$ 2,459,548
Lower of cost or market adjustment (492,415 ) (103,573 ) (595,988 )
Total inventories $ 1,614,669
$ 248,891
$ 1,863,560
4. INVENTORIES

Inventories consisted of the following:


March 31, 2021
(in millions)	Titled Inventory		Inventory Intermediation Agreements		Total
Crude oil and feedstocks	$	1,177.2	$	0	$	1,177.2
Refined products and blendstocks	994.7		267.5		1,262.2
Warehouse stock and other	137.0		0		137.0
	$	2,308.9	$	267.5	$	2,576.4
Lower of cost or market adjustment	(205.0)		(59.0)		(264.0)
Total inventories	$	2,103.9	$	208.5	$	2,312.4


December 31, 2020
(in millions)	Titled Inventory		Inventory Intermediation Agreements		Total
Crude oil and feedstocks	$	1,018.9	$	0	$	1,018.9
Refined products and blendstocks	933.7		266.5		1,200.2
Warehouse stock and other	136.7		0		136.7
	$	2,089.3	$	266.5	$	2,355.8
Lower of cost or market adjustment	(572.4)		(97.2)		(669.6)
Total inventories	$	1,516.9	$	169.3	$	1,686.2

Inventory under ~~inventory intermediation arrangements included certain light finished products sold to counterparties and stored in the Paulsboro and Delaware City refineries’ storage facilities in connection with~~ the amended and restated inventory intermediation agreements ~~(as amended in the second and third quarters of 2017, the “A&R Intermediation Agreements”)~~ with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. (“J. Aron”) (as amended and restated from time to time, the “Inventory Intermediation Agreements”), includes crude oil, intermediate and certain finished products (the “J. Aron Products”) purchased or produced by the Paulsboro and Delaware City refineries and sold to counterparties in connection with such agreements. This inventory is held in the Company’s storage tanks at the Delaware City and Paulsboro refineries and at a PBFX storage facility (collectively, the “J. Aron Storage Tanks”).

During the three months ended September 30, 2017, the Company recorded an adjustment to value its inventories to the lower of cost or market (“LCM”) which increased both operating income and net income by $265,077 reflecting the net change in the lower of cost or market inventory reserve from $763,122 at June 30, 2017 to $498,045 at September 30, 2017. During the nine months ended September 30, 2017,March 31, 2021, the Company recorded an adjustment to value its inventories to the lower of cost or market which increased ~~both operating~~ income ~~and net income~~from operations by ~~$97,943~~$405.6 million, reflecting the net change in the lower of cost or market (“LCM”) inventory reserve from ~~$595,988~~$669.6 million at December 31, ~~2016~~2020 to ~~$498,045~~$264.0 million at ~~September 30, 2017.~~March 31, 2021.

During the three months ended ~~September 30, 2016,~~March 31, 2020, the Company recorded an adjustment to value its inventories to the lower of cost or market which ~~increased both operating~~decreased income ~~and net income~~from operations by ~~$103,990~~$1,285.6 million, reflecting the net change in the ~~lower of cost or market~~LCM inventory reserve from $900,493 at June 30, 2016 to $796,503 at September 30, 2016. During the nine months ended September 30, 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 $320,833 reflecting the net change in the lower of cost or market inventory reserve from $1,117,336$401.6 million at December 31, ~~2015~~2019 to ~~$796,503~~$1,687.2 million at ~~September 30, 2016.~~

March 31, 2020.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

4.5. ACCRUED EXPENSES

Accrued expenses consisted of the following:


(in millions)					(in millions)	March 31, 2021		December 31, 2020
Inventory-related accruals					Inventory-related accruals	$	1,026.3	$	695.0
Renewable energy credit and emissions obligations					Renewable energy credit and emissions obligations	848.3		528.1
Inventory intermediation agreements					Inventory intermediation agreements	202.7		225.8
Excise and sales tax payable					Excise and sales tax payable	120.8		119.7
Accrued transportation costs					Accrued transportation costs	74.1		72.1
Accrued interest					Accrued interest	67.9		40.2
Accrued utilities					Accrued utilities	48.1		58.6
Accrued refinery maintenance and support costs					Accrued refinery maintenance and support costs	46.9		35.7
Accrued salaries and benefits					Accrued salaries and benefits	33.3		40.1
Accrued capital expenditures					Accrued capital expenditures	14.7		14.4
Current finance lease liabilities					Current finance lease liabilities	13.2		14.4
Environmental liabilities					Environmental liabilities	11.2		11.4
Customer deposits					Customer deposits	4.9		4.0

	September 30, 2017		December 31, 2016
Inventory-related accruals	$	984,702	$	810,027
Inventory intermediation arrangements	282,640		225,524
Renewable energy credit and emissions obligations	138,717		70,158
Excise and sales tax payable	91,042		86,046
Accrued transportation costs	90,933		89,830
Customer deposits	45,548		9,215
Accrued utilities	36,274		44,190
Accrued refinery maintenance and support costs	36,098		28,670
Accrued salaries and benefits	32,709		17,466
Accrued interest	30,987		28,934
Accrued capital expenditures	18,933		33,610
Environmental liabilities	8,295		8,882

Other	12,693		10,177		Other	66.7		22.3
Total accrued expenses	$	1,809,571	$	1,462,729	Total accrued expenses	$	2,579.1	$	1,881.8

The Company has the obligation to repurchase ~~certain intermediates and finished products~~the J. Aron Products that are held in ~~the Company’s refinery storage tanks at the Delaware City and Paulsboro refineries~~its J. Aron Storage Tanks in accordance with the ~~A&R~~Inventory Intermediation Agreements with J. Aron. As of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, a liability is recognized for the ~~inventory intermediation arrangements~~Inventory Intermediation Agreements and is recorded at market price for the J. Aron owned inventory held in the Company’s ~~storage tanks~~J. Aron Storage Tanks under the ~~A&R~~Inventory Intermediation Agreements, with any change in the market price being recorded in Cost of products and other.

The Company is subject to obligations to purchase Renewable Identification Numbers (“RINs”) required to comply with the Renewable ~~Fuels~~Fuel 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”).~~Agency. 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. In addition, the Company is subject to obligations to comply with federal and state legislative and regulatory measures, including regulations in the state of California pursuant to Assembly Bill 32, to address environmental compliance and greenhouse gas and other ~~emissions, including AB32 in California.~~emissions. These requirements include incremental costs to operate and maintain our facilities as well as to implement and manage new emission controls and ~~programs, which have contributed to the increase in accrued environmental liabilities and emission obligations following the Torrance Acquisition.~~programs. Renewable energy credit and emissions obligations fluctuate with the volume of applicable product sales and timing of credit purchases.

~~5. DEBT~~

~~Senior Notes~~

On May 30, 2017, PBF Holding entered into an Indenture (the “Indenture”) among PBF Holding and PBF Holding’s wholly-owned subsidiary, PBF Finance Corporation (“PBF Finance” and, together with PBF Holding, the “Issuers”), the guarantors named therein (collectively the “Guarantors”) and Wilmington Trust, National Association as Trustee, under which the Issuers issued $725,000 in aggregate principal amount of 7.25% senior

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(UNAUDITED, IN THOUSANDS, EXCEPT UNIT, BARREL~~6. CREDIT FACILITIES AND ~~PER BARREL DATA)~~

DEBT

notes due 2025 (the “2025 Senior Notes”). The Issuers received net proceeds of approximately $711,576 from the offering after deducting the initial purchasers’ discount and estimated offering expenses. The Company used the net proceeds to fund the cash tender offer (the “Tender Offer”) for any and all of itsDebt outstanding 8.25% senior secured notes due 2020 (the “2020 Senior Secured Notes”), to pay the related redemption price and accrued and unpaid interest for any 2020 Senior Secured Notes that remained outstanding after the completionconsists of the Tender Offer, and for general corporate purposes. The difference between the carrying value of the 2020 Senior Secured Notes on the date they were reacquired and the amount for which they were reacquired has been classified as debt extinguishment costs in the condensed consolidated statements of operations.following:

The 2025 Senior Notes included a registration rights arrangement whereby the Company agreed to file with the SEC and use commercially reasonable efforts to consummate an offer to exchange the 2025 Senior Notes for an issue of registered notes with terms substantially identical to the notes not later than 365 days after the date of the original issuance of the notes. This registration statement was declared effective on October 18, 2017 and it is anticipated that the exchange will be consummated during the fourth quarter of 2017. As such, the Company does not anticipate it will have to transfer any consideration as a result of the registration rights agreement and thus no loss contingency was recorded.


(in millions)	March 31, 2021		December 31, 2020
2025 Senior Secured Notes	$	1,250.0	$	1,250.0
2028 Senior Notes	1,000.0		1,000.0
2025 Senior Notes	725.0		725.0
Revolving Credit Facility	900.0		900.0
PBF Rail Term Loan	5.6		7.4
Catalyst financing arrangements	112.5		102.5
	3,993.1		3,984.9
Less—Current debt	(5.6)		(7.4)
Unamortized premium	0.6		0.6
Unamortized deferred financing costs	(42.1)		(45.3)
Long-term debt	$	3,946.0	$	3,932.8

The 2025 Senior Notes are guaranteed on a senior unsecured basis by substantially all of PBF Holding’s subsidiaries. The 2025 Senior Notes and guarantees are senior unsecured obligations and rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future senior indebtedness, including PBF Holding’s Revolving Loan and the Issuers’ 7.00% senior notes due 2023 (the “2023 Senior Notes”). The 2025 Senior Notes and the guarantees rank senior in right of payment to the Issuers’ and the Guarantors’ existing and future indebtedness that is expressly subordinated in right of payment thereto. The 2025 Senior Notes and the guarantees are effectively subordinated to any of the Issuers’ and the Guarantors’ existing or future secured indebtedness (including the Revolving Loan) to the extent of the value of the collateral securing such indebtedness. The 2025 Senior Notes and the guarantees are structurally subordinated to any existing or future indebtedness and other obligations of the Issuers’ non-guarantor subsidiaries.

PBF Holding has optional redemption rights to repurchase all or a portion of the 2025 Senior Notes at varying prices no less than 100% of the principal amounts of the notes plus accrued and unpaid interest. The holders of the 2025 Senior Notes have repurchase options exercisable only upon a change in control, certain asset sale transactions, or in event of a default as defined in the Indenture. In addition, the 2025 Senior Notes contain customary terms, events of default and covenants for an issuer of non-investment grade debt securities that limit certain types of additional debt, equity issuances, and payments. Many of these covenants will cease to apply or will be modified if the 2025 Senior Notes are rated investment grade.

Upon the satisfaction and discharge of the 2020 Senior Secured Notes in connection with the closing of the Tender Offer and the redemption described above, a Collateral Fall-Away Event under the indenture governing the 2023 Senior Notes occurred on May 30, 2017, and the 2023 Senior Notes became unsecured and certain covenants were modified, as provided for in the indenture governing the 2023 Senior Notes and related documents.

~~Notes Payable~~

In connection with the purchase of a waste water treatment facility servicing the Toledo refinery completed on September 28, 2017, the Company issued a short-term promissory note payable in the amount of $6,831 due June 30, 2018. Payments of $403 on the note will be made monthly with a balloon payment of $3,200 due at maturity.

~~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 and the Company’s wholly-owned Canadian subsidiary, PBF Energy Limited (“PBF Ltd.”). The two

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~subsidiaries acquired in connection with the Chalmette Acquisition are treated as C-Corporations for income tax purposes.~~

~~The income tax provision (benefit) in the PBF Holding condensed consolidated financial statements of operations consists of the following:~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Current income tax expense $ 190
$ 389
$ 1,399
$ 1,474
Deferred income tax (benefit) expense (4,482 ) 1,902
641
27,813
Total income tax (benefit) expense $ (4,292 ) $ 2,291
$ 2,040
$ 29,287

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. For the three months ended March 31, 2016, the Company incurred $30,602 of deferred tax expense and $121 of current tax expense relating to a correction of prior periods.

7. ~~AFFILIATE NOTES PAYABLE~~

PBF Holding has entered into affiliate notes payable with PBF Energy and PBF LLC with an interest rate of 2.5% and a five year term, which may be prepaid in whole or in part at any time, at the option of PBF Holding, without penalty or premium. Additional borrowings may be made by PBF Holding under such affiliate notes payable from time to time. In the fourth quarter of 2016, the notes were extended to 2021. Additionally, in the fourth quarter of 2016, PBF LLC converted $379,947 of the outstanding affiliate notes payable from PBF Holding to a capital contribution. In the first quarter of 2017, PBF LLC converted the full amount of outstanding affiliate notes payable from PBF Holding of $86,298 to a capital contribution. Therefore, as of September 30, 2017, PBF Holding had no outstanding affiliate notes payable with PBF Energy and PBF LLC ($86,298 outstanding as of December 31, 2016).

8. RELATED PARTY TRANSACTIONS

Transactions and Agreements with PBFX

~~PBF Holding~~The Company entered into agreements with PBFX that establish fees for certain general and administrative services, and operational and maintenance services provided by the Company to PBFX. In addition, the Company executed terminal, pipeline and storage services agreements with PBFX under which PBFX provides commercial transportation, terminaling, storage and pipeline services to the Company. These agreements with PBFX ~~include the agreements set forth below:~~include:

Contribution Agreements

Immediately prior to the closing of certain contribution agreements, which PBF LLC entered into with PBFX (collectively referred to as the “Contribution Agreements”), ~~PBF Holding~~the Company contributed certain assets to PBF LLC. PBF LLC in turn contributed those assets to PBFX pursuant to the Contribution Agreements. Certain proceeds received by PBF LLC from PBFX in accordance with the Contribution Agreements were subsequently contributed by PBF LLC to ~~PBF Holding.~~

~~Pursuant to a Contribution Agreement entered into on February 15, 2017, PBF Holding contributed all of~~ the issued and outstanding limited liability company interests of Paulsboro Natural Gas Pipeline Company LLC (“PNGPC”) to PBF LLC. PBFX Operating Company LP (“PBFX Op Co”), PBFX’s wholly-owned subsidiary, in turn acquired the limited liability company interests in PNGPC from PBF LLC in connection with the Contribution Agreement effective February 28, 2017. PNGPC owns and operates an existing interstate natural gas pipeline which serves

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

PBF Holding's Paulsboro refinery (the “Paulsboro Natural Gas Pipeline”), which is subject to regulation by the Federal Energy Regulatory Commission (“FERC”). In connection with the PNGPC Contribution Agreement, PBFX constructed a new pipeline to replace the existing pipeline, which commenced services in August 2017.

In consideration for the PNGPC limited liability company interests, PBFX delivered to PBF LLC (i) an $11,600 intercompany promissory note in favor of Paulsboro Refining Company LLC, a wholly owned subsidiary of PBF Holding (the “Promissory Note”), (ii) an expansion rights and right of first refusal agreement in favor of PBF LLC with respect to the new pipeline and (iii) an assignment and assumption agreement with respect to certain outstanding litigation involving PNGPC and the existing pipeline.Company.

Commercial Agreements

~~In connection~~The Company has entered into long-term, fee-based commercial agreements with PBFX relating to assets associated with the Contribution Agreements, ~~PBF Holding entered into long-term, fee-based,~~the majority of which include a minimum volume commitment ~~(“MVC”) commercial agreements with PBFX.~~and are supported by contractual fee escalations for inflation adjustments and certain increases in operating costs. Under these agreements, PBFX provides various pipeline, rail and truck terminaling and storage services to ~~PBF Holding~~the Company and ~~PBF Holding~~the Company has committed to provide PBFX with minimum fees based on minimum monthly throughput volumes. The ~~fees under each of these agreements are supported by contractual fee escalations for inflation adjustments and certain increases in operating costs. PBF Holding~~Company believes the terms and conditions under these agreements, as well as the Omnibus Agreement ~~(as defined below)~~ and the Services Agreement ~~(as~~(each as defined below) ~~each~~ with PBFX, are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services.

~~These commercial agreements (as defined in the table below) with PBFX include:~~

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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



~~Service Agreements~~	~~Initiation Date~~	~~Initial Term~~	~~Renewals (a)~~	~~Minimum Volume Commitments~~	~~Force Majeure~~
~~Transportation and Terminaling~~
~~Delaware City Rail Terminaling Services Agreement~~	~~5/8/2014~~	~~7 years, 8 months~~	~~2 x 5~~	~~85,000 barrels per day (“bpd”)~~	~~PBFX or PBF Holding can declare~~
~~Toledo Truck Unloading & Terminaling Services Agreement~~	~~5/8/2014~~	~~7 years, 8 months~~	~~2 x 5~~	~~5,500 bpd~~
~~Delaware West Ladder Rack Terminaling Services Agreement~~	~~10/1/2014~~	~~7 years, 3 months~~	~~2 x 5~~	~~40,000 bpd~~
~~Toledo Storage Facility Storage and Terminaling Services Agreement- Terminaling Facility~~	~~12/12/2014~~	~~10 years~~	~~2 x 5~~	~~4,400 bpd~~
~~Delaware Pipeline Services Agreement~~	~~5/15/2015~~	~~10 years, 8 months~~	~~2 x 5~~	~~50,000 bpd~~
~~Delaware Pipeline Services Agreement- Magellan Connection~~	~~11/1/2016~~	~~2 years, 5 months~~	~~N/A~~	~~14,500 bpd~~
~~Delaware City Truck Loading Services Agreement- Gasoline~~	~~5/15/2015~~	~~10 years, 8 months~~	~~2 x 5~~	~~30,000 bpd~~
~~Delaware City Truck Loading Services Agreement- LPGs~~	~~5/15/2015~~	~~10 years, 8 months~~	~~2 x 5~~	~~5,000 bpd~~
~~East Coast Terminals Terminaling Services Agreements~~	~~5/1/2016~~	~~Various (f)~~	~~Evergreen~~	~~15,000 bpd (e)~~
~~East Coast Terminals Tank Lease Agreements~~	~~5/1/2016~~	~~Various (f)~~	~~Evergreen~~	~~350,000 barrels (c)~~
~~Torrance Valley Pipeline Transportation Services Agreement- North Pipeline~~	~~8/31/2016~~	~~10 years~~	~~2 x 5~~	~~50,000 bpd~~
~~Torrance Valley Pipeline Transportation Services Agreement- South Pipeline~~	~~8/31/2016~~	~~10 years~~	~~2 x 5~~	~~70,000 bpd~~
~~Torrance Valley Pipeline Transportation Services Agreement- Midway Storage Tank~~	~~8/31/2016~~	~~10 years~~	~~2 x 5~~	~~55,000 barrels (c)~~
~~Torrance Valley Pipeline Transportation Services Agreement- Emidio Storage Tank~~	~~8/31/2016~~	~~10 years~~	~~2 x 5~~	~~900,000 barrels per month~~
~~Torrance Valley Pipeline Transportation Services Agreement- Belridge Storage Tank~~	~~8/31/2016~~	~~10 years~~	~~2 x 5~~	~~770,000 barrels per month~~
~~Paulsboro Natural Gas Pipeline Services Agreement (b)~~	~~8/4/2017~~	~~15 years~~	~~Evergreen~~	~~60,000 dekatherms per day~~
~~Toledo Terminal Services Agreement (g)~~	~~5/1/2016~~	~~1 year~~	~~Evergreen~~	~~N/A~~
~~Storage~~
~~Toledo Storage Facility Storage and Terminaling Services Agreement- Storage Facility~~	~~12/12/2014~~	~~10 years~~	~~2 x 5~~	~~3,849,271 barrels (c)~~	~~PBFX or PBF Holding can declare~~
~~Chalmette Storage Agreement (d)~~	~~See note (d)~~	~~10 years~~	~~2 x 5~~	~~625,000 barrels~~	~~PBFX or PBF Holding can declare~~

~~____________________~~


~~(a)~~	~~PBF Holding has the option to extend the agreements for up to two additional five-year terms, as applicable.~~

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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


~~(b)~~	~~In August 2017, PBFX’s new pipeline commenced service. Concurrent with the commencement of operations, a new service agreement was entered into between PBF Holding and PNGPC.~~


~~(c)~~	Reflects the overall capacity as stipulated by the storage agreement. The storage MVC is subject to effective operating capacity of each tank which can be impacted by routine tank maintenance and other factors.


~~(d)~~	The Chalmette Storage Agreement was entered into on February 15, 2017 but commences at the earlier of November 1, 2017 or the completion of the Chalmette Storage Tank (as defined below), which is currently expected to be completed in November 2017.


~~(e)~~	The East Coast Terminals terminaling service agreements have no MVCs and are billed based on actual volumes throughput, other than a terminaling services agreement between the East Coast Terminals' Paulsboro, New Jersey location and PBF Holding with a 15,000 bpd MVC.


~~(f)~~	~~The East Coast Terminal related party agreements include varying term lengths, ranging from one to five years.~~


~~(g)~~	~~Subsequent to the Toledo Terminal Acquisition, the Toledo Terminal was added to the East Coast Terminals Terminaling Service Agreements.~~

Other Agreements

In addition to the commercial agreements described above, at the ~~closing of the PBFX Offering, PBFX~~Company has entered into an omnibus agreement with PBFX, PBF GP and PBF LLC, which has been amended and restated in connection with ~~the closing of~~ certain ~~of the contribution agreements with PBF GP, PBF LLC and PBF Holding~~Contribution Agreements (as amended, the “Omnibus Agreement”). The Omnibus Agreement addresses the payment of an annual fee for the provision of various general and administrative services and reimbursement of salary and benefit costs for certain PBF Energy employees. ~~The annual fee was increased to $6,900 per year effective as~~

Additionally, the Company and certain of ~~January 1, 2017.~~

~~In connection with the PBFX Offering, PBFX also~~its subsidiaries have entered into an operation and management services and secondment agreement with ~~PBF Holding and certain of its subsidiaries,~~PBFX (as amended, the “Services Agreement”), pursuant to which ~~PBF Holding~~the Company and its subsidiaries provide PBFX with the personnel necessary for PBFX to perform its obligations under its commercial agreements. PBFX reimburses ~~PBF Holding~~the Company for the use of such employees and the provision of certain infrastructure-related services to the extent applicable to its operations, including storm water discharge and waste water treatment, steam, potable water, access to certain roads and grounds, sanitary sewer access, electrical power, emergency response, filter press, fuel gas, API solids treatment, fire water and compressed air. On February 28, 2017, PBF Holding and PBFX entered into a fifth amended and restated services agreement (as amended, the “Services Agreement”) in connection with the PNGPC Contribution Agreement, resulting in an increase to the annual fee to $6,696. The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that PBFX may terminate any service ~~on 30 days’~~upon 30-days’ notice.

~~In connection~~Refer to the Company’s 2020 Annual Report on Form 10-K (“Note 11 - Related Party Transactions” of the Notes to Consolidated Financial Statements) for a more complete description of the agreements with ~~the Chalmette Storage Agreement, PBF Holding’s subsidiary, Chalmette Refining,~~PBFX that were entered into ~~a twenty-year lease for~~prior to 2021. No new material agreements or amendments were entered into during the premises upon which a new tank at the Chalmette refinery (the “Chalmette Storage Tank”) will be located (the “Lease”) and a project management agreement (the “Project Management Agreement”) pursuant to which Chalmette Refining has managed the construction of the tank. The Lease can be extended by PBFX Op Co for two additional ten year terms.

three months ended March 31, 2021.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Summary of Transactions with PBFX

A summary of ~~revenue and expense~~the Company’s affiliate transactions with PBFX is as follows:


	Three Months Ended March 31,
(in millions)		2021		2020
Reimbursements under affiliate agreements:
Services Agreement		$	2.2	$	2.2
Omnibus Agreement		1.8		2.0
Total expenses under affiliate agreements		75.9		75.5

Total reimbursements under the Omnibus Agreement are included in General and administrative expenses and reimbursements under the Services Agreement and expenses under affiliate agreements are included in Cost of products and other in the Company’s Condensed Consolidated Statements of Operations.

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Revenues under affiliate agreements:
Services Agreement $ 1,639
$ 1,280
$ 4,918
$ 3,523
Omnibus Agreement 1,890
1,201
5,174
3,460
Total expenses under affiliate agreements 62,359
43,842
176,916
118,356

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

9. 8. COMMITMENTS AND CONTINGENCIES

In the ordinary conduct of the Company’s business, the Company is from time to time subject to lawsuits, investigations and claims, including class action proceedings, mass tort actions, tort actions, environmental claims and employee-related matters. The outcome of these matters cannot always be predicted accurately, but the Company accrues liabilities for these matters if the Company has determined that it is probable a loss has been incurred and the loss can be reasonably estimated. For such ongoing matters for which we have not recorded a liability but losses are reasonably possible, we are unable to estimate a range of possible losses at this time due to various reasons that may include but are not limited to, matters being in an early stage and not fully developed through pleadings, discovery or court proceedings, number of potential claimants being unknown or uncertainty regarding a number of different factors underlying the potential claims. However, the ultimate resolution of one or more of these contingencies could result in an adverse outcome that may have a material effect on our financial position, results of operations or cash flows.

Environmental Matters

The Company’s refineries, pipelines and related operations are subject to extensive and frequently changing federal, state and local laws and regulations, including, but not limited to, those relating to the discharge of materials into the environment or that otherwise relate to the protection of the environment, 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,~~These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters which could include soil and water contamination, air pollution, personal injury and property damage allegedly caused by substances which the Company manufactured, handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which the Company has assumed ~~certain~~responsibility. The Company believes that its current operations are in compliance with existing environmental ~~remediation obligations. The Paulsboro~~and safety requirements. However, there have been and will continue to be ongoing discussions about environmental liability of $10,809 recorded as of September 30, 2017 ($10,792 as of December 31, 2016) 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. 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,~~safety matters between the Company and ~~Valero purchased ten year, $75,000~~federal and state authorities, including notices of violations, citations and other enforcement actions, some of which have resulted or may result in changes to operating procedures and in capital expenditures. While it is often difficult to quantify future environmental 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 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,~~or safety related expenditures, the Company ~~obtained $3,936~~anticipates that continuing capital investments and changes 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 activitiesoperating procedures will continue for a minimum of 30 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.

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

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

Order. In February 2017, Chalmette Refining and the LDEQ met to resolve the issues under the Order, including the assessment of an administrative penalty against Chalmette Refining. Although a resolution has not been finalized, the administrative penalty is anticipated to be ~~approximately $700, including beneficial environmental projects. To the extent the administrative penalty exceeds such amount, it is not expected to be material to the Company.~~

On December 23, 2016, the Delaware City refinery received a Notice of Violation (“NOV”) from DNREC concerning a potential violation of the DNREC order authorizing the shipment of crude oil by barge from the refinery. The NOV alleges that DCR made shipments to locations other than the Paulsboro refinery in violation of the order and requests certain additional information. On February 7, 2017, DCR responded to the NOV. On March 10, 2017, DNREC issued a $150 fine in a Notice of Penalty Assessment and Secretary’s Order to the Delaware City refinery for violating the 2013 Secretary’s Order. DNREC determined that the Delaware City refinery had violated the order by failing to make timely and full disclosure to DNREC about the nature and extent of those shipments, and had misrepresented the number of shipments that went to other facilities. The penalty assessment and Secretary’s Order conclude that the 2013 Secretary’s Order was violated by the Delaware City refinery by shipping crude oil from the Delaware City terminal to three locations other than the Paulsboro refinery, on 15 days in 2014, making a total of 17 separate barge shipments containing approximately 35.7 million gallons of crude oil in total. On April 28, 2017, DCR appealed the Notice of Penalty Assessment and Secretary’s Order. The hearing of the appeal is scheduled for February 2018. To the extent that the penalty and Secretary’s Order are upheld, there will not be a material adverse effect on the Company’s financial position, results of operations or cash flows.

On December 28, 2016, DNREC issued a Coastal Zone Act permit (the “Ethanol permit”) to DCR allowing the utilization of existing tanks and existing marine loading equipment at their existing facilities to enable denatured ethanol to be loaded from storage tanks to marine vessels and shipped to offsite facilities. On January 13, 2017, the issuance of the Ethanol Permit was appealed by two environmental groups. On February 27, 2017, the Coastal Zone Industrial Board held a public hearing and dismissed the appeal, determining that the appellants did not have standing. The final opinion and order of the Board was issued March 16, 2017. The appellants filed an appeal of the Board’s decision with the Delaware Superior Court on March 30, 2017. On September 28, 2017, the Delaware Superior Court issued it scheduling order governing briefing in the appeal of the Coastal Zone Board’s decision to sustain the permit issuedrequired for the ~~ethanol project. The filing of briefs has been scheduled for October~~foreseeable future to comply with existing and ~~November 2017.~~

On October 19, 2017, the Delaware City Refinery received approval from DNREC for the construction and operation of the ethanol marketing project to allow for a combined total loading of up to 10,000 bpd, on an annual average basis, of ethanol on to marine vessels at the marine piers and the terminal truck loading rack, subject to certain operational and emissions limitationsnew requirements, as well as ~~other conditions. On the same date, Delaware City Logistics Company LLC received DNREC approval for the construction~~evolving interpretations and more strict enforcement of ~~(i) four additional loading arms for each of lanes 4, 10~~existing laws and 11 for purposes of loading ethanol at its truck loading rack and (ii) a vapor vacuum control system for loading lanes connected to the existing vapor recovery unit located at its terminal in Delaware City. This approval is also subject to certain operational and emission limitations as well as other conditions.

On February 3, 2011, EPA sent a request for information pursuant to Section 114 of the Clean Air Act to the Paulsboro refinery with respect to compliance with EPA standards governing flaring. The refinery and the EPA have reached agreement on settlement, which includes a civil penalty of $180. On July 13, 2017 the U.S. Department of Justice filed with the Court the motion to enter the consent decree. On September 19, 2017, the Court approved the consent decree and in connection therewith the Paulsboro refinery has paid a penalty of $180.regulations.

In connection with the acquisition of the Torrance refinery and related logistics assets, the Company assumed certain pre-existing environmental liabilities totaling ~~$138,511~~$112.3 million as of ~~September 30, 2017~~March 31, 2021 ($~~142,456~~113.7 million as of December 31, ~~2016)~~2020), related to certain environmental remediation obligations to address existing soil and groundwater contamination and monitoring activities and other clean-up activities, which reflects the current estimated cost of the remediation obligations. The current portion of the environmental liability is recorded in Accrued expenses and the non-current portion is recorded in Other long-term liabilities. ~~In addition,~~

The aggregate environmental liability reflected in ~~connection with~~ the ~~acquisition~~Company’s Condensed Consolidated Balance Sheets was $150.7 million and $151.9 million at March 31, 2021 and December 31, 2020, respectively, of which $139.5 million and $140.5 million, respectively, were classified as Other long-term liabilities. These liabilities include remediation and monitoring costs expected to be incurred over an extended period of time. Estimated liabilities could increase in the ~~Torrance refinery~~future when the results of ongoing investigations become known, are considered probable and ~~related logistics assets, the Company purchased a ten year, $100,000 environmental~~can be reasonably estimated.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Contingent Consideration

~~insurance policy to insure against unknown environmental liabilities. Furthermore, in~~In connection with the ~~acquisition,~~Martinez Acquisition, the Sale and Purchase Agreement includes an earn-out provision based on certain earnings thresholds of the Martinez refinery. Pursuant to the agreement, the Company ~~assumed responsibility for certain specified environmental matters that occurred prior~~will make payments to the ~~Company’s ownership~~Seller based on the future earnings of the Martinez refinery and the logistics assets, including specified incidents and/or NOVs issued by regulatory agencies in various years before the Company’s ownership, including the Southern California Air Quality Management District (“SCAQMD”) and the Division of Occupational Safety and Health of the State of California (“Cal/OSHA”).

Additionally, subsequent to the acquisition, further NOVs were issued by the SCAQMD, Cal/OSHA, the City of Torrance and the City of Torrance Fire Department related to alleged operational violations, emission discharges and/or flaring incidents at the refinery and the logistics assets before and after the Company’s acquisition. With the exception of one NOV for which a proposed settlement is less than $100, no settlement or penalty demands have been received to date with respect to the other NOVs. As the ultimate outcomes are uncertain, the Company cannot currently estimate the final amount or timing of their resolution. It is reasonably possible that SCAQMD, Cal/OSHA and/or the City of Torrance will assess penalties in the other matters in excess of ~~$100 but any such amount is not expected~~certain thresholds, as defined in the agreement, for a period of up to ~~have a material impact on~~four years following the acquisition closing date. The Company recorded the acquisition date fair value of the earn-out provision as contingent consideration within “Other long-term liabilities” within the Company’s ~~financial position, results of operations or cash flows, individually or~~Condensed Consolidated Balance Sheets. Subsequent changes in the ~~aggregate.~~

~~The Company’s operations and many~~fair value of the ~~products it manufactures~~Martinez Contingent Consideration are recorded in the Condensed Consolidated Statement of Operations. The value of the Martinez Contingent Consideration was estimated to be $29.5 million as of March 31, 2021 and 0 as of December 31, 2020, representing the anticipated future earn-out payments, if any.

9. LEASES

The Company leases office space, office equipment, refinery support facilities and equipment, railcars and other logistics assets primarily under non-cancelable operating leases, with terms typically ranging from one to twenty years, subject to certain ~~specific requirements~~renewal options as applicable. The Company considers those renewal or termination options that are reasonably certain to be exercised in the determination of the ~~Clean Air Act (the “CAA”)~~lease term and ~~related state~~initial measurement of lease liabilities and ~~local regulations.~~ right-of-use assets. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Interest expense for finance leases is incurred based on the carrying value of the lease liability. Leases with an initial term of 12 months or less are not recorded on the balance sheet.

The ~~CAA~~Company determines whether a contract is or contains ~~provisions~~a lease at inception of the contract and whether that ~~require capital expenditures~~lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate.

For substantially all classes of underlying assets, the Company has elected the practical expedient not to separate lease and non-lease components, which allows for combining the components if certain criteria are met. For certain leases of refinery support facilities, the Company accounts for the ~~installation~~non-lease service component separately. There are no material residual value guarantees associated with any of ~~certain air pollution control devices at~~ the Company’s ~~refineries. Subsequent rule making authorized by the CAA~~leases. There are no significant restrictions or ~~similar laws or new agency interpretations of existing rules, may necessitate additional expenditures in future years.~~

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 statescovenants included in the ~~Northeast market began requiring heating oil sold~~Company’s lease agreements other than those that are customary in ~~their state to contain no more than 15 PPM sulfur. Currently, all~~such arrangements. Certain of the ~~Northeastern states and Washington DC have adopted sulfur controls on heating oil. Most of the Northeastern states will now require heating oil with 15 PPM or less sulfur by July 1, 2018 (except~~Company’s leases, primarily for Pennsylvania and Maryland - where less than 500 ppm sulfur is required). 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~~commercial and logistics asset classes, include provisions for variable payments. These variable payments are typically determined based on a measure of ~~operations~~throughput or ~~cash flows.~~

~~The EPA issued~~actual days the ~~final Tier 3 Gasoline standards on March 3, 2014 under~~asset has operated during the ~~CAA. This final rule establishes more stringent vehicle emission standards~~contract term or another measure of usage and further reduces the sulfur content of gasoline starting in January 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 refineries are complying with these new requirements as planned, either directly or using flexibility provided by sulfur credits generated or purchased in advance as an economic optimization. The standards set by the new rule are not ~~expected to have a material impact on~~included in the ~~Company’s financial position, results~~initial measurement of ~~operations or cash flows.~~

~~The EPA published the final 2014-2016 standards under the Renewable Fuels Standard (“RFS”) late in 2015~~lease liabilities and issued final 2017 RFS standards in November 2016. In July 2017, the EPA issued proposed 2018 RFS standards that, while the Company is still reviewing, appear to slightly reduce renewable volume standards from final 2017 levels. It is not clear that renewable fuel producers will be able to produce the volumesright of these fuels required for blending in accordance with the 2017 standards. The final 2017 cellulosic standard is at approximately 135% of the 2016 standard. It is likely that cellulosic RIN production will be lower than needed forcing obligated parties, such as the Company, to purchase cellulosic “waiver credits” to comply in 2017 (the waiver credit option by regulation is only available for the cellulosic standard). The advanced and total RIN requirements were raised (by 7% and 3%, respectively) above the original proposed level in May 2016. Production of advanced RINs has been below what is needed for compliance in 2016. Obligated parties, such as the Company, will likely be relying on the nesting feature of the biodiesel RIN to comply with the advanced standard in 2017. While the Company believes that total RIN production will be adequate for 2016 needs, the new 2017 standard will put obligated parties up

use assets.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Lease Position as of March 31, 2021 and December 31, 2020

~~against~~The table below provides the ~~E10 blendwall leaving little flexibility. Compliance in 2017 will likely rely on obligated parties drawing down the supply of excess RINs collectively known as the “RIN bank”~~lease related assets and could tighten the RIN market potentially raising RIN prices further. The Company is supporting a proposal to change the point of obligation under the RFS program to the “blender” of renewable fuels, of which the new presidential administration may be supportive. Depending on how the new administration addresses this proposal and any future changes to the RFS 2 program, there could be a material impactliabilities recorded on the Company’s ~~cost of compliance with RFS 2.~~Condensed Consolidated Balance Sheets for the periods presented:

~~In addition, on December 1, 2015 the EPA finalized revisions~~


(in millions)	Classification on the Balance Sheet	March 31, 2021		December 31, 2020
Assets
Operating lease assets - third party	Lease right of use assets - third party	$	663.9	$	836.3
Operating lease assets - affiliate	Lease right of use assets - affiliate	550.6		571.0
Finance lease assets	Lease right of use assets - third party	76.5		80.4
Total lease right of use assets		$	1,291.0	$	1,487.7

Liabilities
Current liabilities:
Operating lease liabilities - third party	Current operating lease liabilities - third party	$	61.6	$	78.3
Operating lease liabilities - affiliate	Current operating lease liabilities - affiliate	86.9		85.6
Finance lease liabilities - third party	Accrued expenses	13.2		14.4
Noncurrent liabilities:
Operating lease liabilities - third party	Long-term operating lease liabilities - third party	599.9		755.9
Operating lease liabilities - affiliate	Long-term operating lease liabilities - affiliate	463.7		485.4
Finance lease liabilities - third party	Long-term financing lease liabilities - third-party	66.0		68.3
Total lease liabilities		$	1,291.3	$	1,487.9

Lease Costs

The table below provides certain information related to ~~an existing air regulation concerning Maximum Achievable Control Technologies (“MACT”)~~costs 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 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.~~

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.

As a result of the Torrance Acquisition, the Company is subject to greenhouse gas emission control regulations in the state of California pursuant to Assembly Bill 32 (“AB32”). AB32 imposes a statewide cap on greenhouse gas emissions, including emissions from transportation fuels, with the aim of returning the state to 1990 emission levels by 2020. AB32 is implemented through two market mechanisms including the Low Carbon Fuel Standard (“LCFS”) and Cap and Trade, which was extended for an additional ten years to 2030 in July 2017. The Company is responsibleleases for the AB32 obligations related to the Torrance refinery beginning on July 1, 2016 and must purchase emission credits to comply with these obligations. Additionally, in September 2016, the state of California enacted Senate Bill 32 (“SB32”) which further reduces greenhouse gas emissions targets to 40 percent below 1990 levels by 2030.periods presented:

However, subsequent to the acquisition, the Company is recovering the majority of these costs from its customers, and as such does not expect this obligation to materially impact the Company’s financial position, results of operations, or cash flows. To the degree there are unfavorable changes to AB32 or SB32 regulations or the Company is unable to recover such compliance costs from customers, these regulations could have a material adverse effect on our financial position, results of operations and cash flows.

On February 15, 2017, the Company received a notification that EPA records indicated that PBF Holding used potentially invalid RINs that were in fact verified under the EPA’s RIN Quality Assurance Program (“QAP”) by an independent auditor as QAP A RINs. Under the regulations, use of potentially invalid QAP A RINs provided the user with an affirmative defense from civil penalties provided certain conditions are met. The Company has asserted the affirmative defense and if accepted by the EPA will not be required to replace these RINs and will not be subject to civil penalties under the program. It is reasonably possible that the EPA will not accept the Company’s defense and may assess penalties in these matters but any such amount is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

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.


	Three Months Ended March 31,
Lease Costs (in millions)		2021		2020
Components of total lease costs:
Finance lease costs
Amortization of lease right of use assets		$	3.9	$	2.9
Interest on lease liabilities		1.1		0.9
Operating lease costs		75.1		60.5
Short-term lease costs		16.1		22
Variable lease costs		7.0		10.6
Total lease costs		$	103.2	$	96.9

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~PBF LLC Limited Liability Company Agreement~~Other Information

The ~~holders of limited liability company interests in PBF LLC, including PBF Energy, generally have~~table below provides supplemental cash flow information related to ~~include~~leases for ~~purposes of calculating their U.S. federal, state~~the periods presented (in millions):


	Three Months Ended March 31,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	75.2	$	60.8
Operating cash flows for finance leases	1.1		0.9
Financing cash flows for finance leases	3.5		2.6
Supplemental non-cash changes to lease liabilities from obtaining or remeasuring right of use assets	(152.8)		111.1

Lease Term 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 equalDiscount Rate

The table below presents certain information related 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~~weighted average remaining lease term and weighted average discount rate for the Company’s leases as of ~~PBFX’s taxable income and gains (such share to be determined pursuant~~March 31, 2021:


Weighted average remaining lease term - operating leases	10.1 years
Weighted average remaining lease term - finance leases	6.9 years

Weighted average discount rate - operating leases	13.1	%
Weighted average discount rate - finance leases	5.5	%

Undiscounted Cash Flows

The table below reconciles the fixed component of the undiscounted cash flows for each of the periods presented to the ~~partnership agreement of PBFX), regardless of~~lease liabilities recorded on 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 generally obtains funding to pay its tax distributions by causing PBF Holding to distribute cash to PBF LLC and from distributions it receives from PBFX.

~~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 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 96.6% interest in PBF LLCCondensed Consolidated Balance Sheets as of ~~September 30, 2017 (96.5% as of December~~March 31, ~~2016).~~2021:


Amounts due within twelve months of March 31, (in millions)	Finance Leases		Operating Leases
2021	$	17.2	$	280.0
2022	12.8		261.1
2023	12.8		240.9
2024	12.7		234.0
2025	11.1		197.7
Thereafter	28.9		1,022.9
Total minimum lease payments	95.5		2,236.6
Less: effect of discounting	16.3		1,024.5
Present value of future minimum lease payments	79.2		1,212.1
Less: current obligations under leases	13.2		148.5
Long-term lease obligations	$	66.0	$	1,063.6

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

As of March 31, 2021, the Company has entered into certain leases that have not yet commenced. Such leases include a 15-year lease for water treatment equipment, with future lease payments estimated to total approximately $34.1 million. No other such pending leases, either individually or in the aggregate, are material. There are no material lease arrangements in which the Company is the lessor.

In the normal course of business, the Company enters into certain affiliate lease arrangements with PBFX for the use of certain storage, terminaling and pipeline assets. The Company believes that the terms and conditions under these leases are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services. The terms for these affiliate leases generally range from seven to fifteen years. The Company uses the same methodology for discounting the lease payments on affiliate leases as it does for third-party leases as described above. For the three months ended March 31, 2021 and March 31, 2020, the Company incurred operating lease costs related to affiliate operating leases of $32.3 million and $32.3 million, respectively.

10. EMPLOYEE BENEFIT PLANS

Effective February 1, 2020, the Company amended the PBF Energy Pension Plan to, among other things, incorporate into the plan all employees who became employed at the Company’s Martinez, California location on February 1, 2020, in connection with the Martinez Acquisition. The components of net periodic benefit cost related to the Company’s defined benefit plans consisted of the following:


(in millions)	Three Months Ended March 31,
Pension Benefits		2021		2020
Components of net periodic benefit cost:
Service cost		$	14.4	$	13.8
Interest cost		1.3		1.8
Expected return on plan assets		(3.6)		(3.1)
Amortization of prior service cost and actuarial loss		0		0.1
Net periodic benefit cost		$	12.1	$	12.6


(in millions)	Three Months Ended March 31,
Post-Retirement Medical Plan		2021		2020
Components of net periodic benefit cost:
Service cost		$	0.4	$	0.3
Interest cost		0.1		0.1
Amortization of prior service cost and actuarial loss		0.2		0.1
Net periodic benefit cost		$	0.7	$	0.5

Three Months Ended
September 30, Nine Months Ended
September 30,
Pension Benefits 2017 2016 2017 2016
Components of net periodic benefit cost:
Service cost $ 10,142
$ 10,064
$ 30,429
$ 24,743
Interest cost 1,084
772
3,252
2,323
Expected return on plan assets (1,441 ) (1,234 ) (4,325 ) (3,447 )
Amortization of prior service cost 13
13
39
39
Amortization of actuarial loss (gain) 113
328
339
716
Net periodic benefit cost $ 9,911
$ 9,943
$ 29,734
$ 24,374

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

11. REVENUES

In accordance with FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (ASC 606”),revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

The following table provides information relating to the Company’s revenues from external customers for each product or group of similar products for the periods presented:











	Three Months Ended March 31,
(in millions)	2021		2020
Gasoline and distillates	$	4,230.1	$	4,570.4
Asphalt and blackoils	215.4		207.0
Feedstocks and other	212.3		311.3
Chemicals	194.7		112.8
Lubricants	60.7		58.5
Total Revenues	$	4,913.2	$	5,260.0

The Company’s revenues are generated from the sale of refined petroleum products. These revenues are largely based on the current spot market prices of the products sold, which represent consideration specifically allocable to the products being sold on a given day, and the Company recognizes those revenues upon delivery and transfer of title to the products to our customers. The time at which delivery and transfer of title occurs is the point when the Company’s control of the products is transferred to the Company’s customers and when its performance obligation to its customers is fulfilled. Delivery and transfer of title are specifically agreed to between the Company and customers within the contracts. The Company also has contracts which contain fixed pricing, tiered pricing, minimum volume features with makeup periods, or other factors that have not materially been affected by ASC 606.

Deferred Revenue

The Company records deferred revenue when cash payments are received or are due in advance of performance, including amounts which are refundable. Deferred revenue was $19.3 million and $45.1 million as of March 31, 2021 and December 31, 2020, respectively. Fluctuations in the deferred revenue balance are primarily driven by the timing and extent of cash payments received or due in advance of satisfying the Company’s performance obligations.

The Company’s payment terms vary by type and location of customers and the products offered. The period between invoicing and when payment is due is not significant (i.e. generally within two months). For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer.

Three Months Ended
September 30, Nine Months Ended
September 30,
Post-Retirement Medical Plan 2017 2016 2017 2016
Components of net periodic benefit cost:
Service cost $ 316
$ 304
$ 948
$ 743
Interest cost 172
131
516
398
Amortization of prior service cost 162
161
484
379
Amortization of actuarial loss (gain) —
—
—
—
Net periodic benefit cost $ 650
$ 596
$ 1,948
$ 1,520

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

12. INCOME TAXES

~~11.~~PBF Holding is a limited liability company treated as a “flow-through” entity for income tax purposes. Accordingly, there is generally no benefit or expense for federal or state income tax in the PBF Holding financial statements apart from the income tax attributable to 2 subsidiaries acquired in connection with the acquisition of Chalmette Refining and the Company’s wholly-owned Canadian subsidiary, PBF Energy Limited, which are treated as C-Corporations for income tax purposes.

The reported income tax provision in the PBF Holding Condensed Consolidated Financial Statements of Operations consists of the following:


	Three Months Ended March 31,
(in millions)		2021		2020
Current income tax benefit		$	(1.2)	$	0
Deferred income tax (benefit) expense		(9.4)		14.2
Total income tax (benefit) expense		$	(10.6)	$	14.2

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

13. 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 ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016~~.2020.

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


	As of March 31, 2021
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting	Net Carrying Value on Balance Sheet
(in millions)	Level 1		Level 2		Level 3
Assets:
Money market funds	$	312.4	$	0	$	0	$	312.4	N/A	$	312.4

Commodity contracts	24.9		0		0		24.9		(22.4)	2.5
Derivatives included with inventory intermediation agreement obligations	0		3.3		0		3.3		0	3.3

Liabilities:
Commodity contracts	22.4		0		0		22.4		(22.4)	0
Catalyst obligations	0		112.5		0		112.5		0	112.5

Contingent consideration obligation	0		0		29.5		29.5		0	29.5


	As of December 31, 2020
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting	Net Carrying Value on Balance Sheet
(in millions)	Level 1		Level 2		Level 3
Assets:
Money market funds	$	402.3	$	0	$	0	$	402.3	N/A	$	402.3

Commodity contracts	2.5		3.5		0		6.0		(6.0)	0
Derivatives included with inventory intermediation agreement obligations	0		11.3		0		11.3		0	11.3

Liabilities:
Commodity contracts	2.3		6.7		0		9.0		(6.0)	3.0
Catalyst obligations	0		102.5		0		102.5		0	102.5

Contingent consideration obligation	0		0		0		0		0	0

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

As of September 30, 2017
Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet
Level 1 Level 2 Level 3
Assets:
Money market funds $ 14,458
$ —
$ —
$ 14,458
N/A
$ 14,458
Commodity contracts 18,257
4,248
—
22,505
(22,505 ) —
Liabilities:
Commodity contracts 11,671
15,850
—
27,521
(22,505 ) 5,016
Catalyst lease obligations —
46,981
—
46,981
—
46,981
Derivatives included with inventory intermediation agreement obligations —
20,601
—
20,601
—
20,601

As of December 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
Assets:
Money market funds $ 342,837
$ —
$ —
$ 342,837
N/A
$ 342,837
Commodity contracts 948
35
—
983
(983 ) —
Derivatives included with inventory intermediation agreement obligations —
6,058
—
6,058
—
6,058
Liabilities:
Commodity contracts 859
3,548
84
4,491
(983 ) 3,508
Catalyst lease obligations —
45,969
—
45,969
—
45,969

The valuation methods used to measure financial instruments at fair value are as follows:

•Money market funds categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted market prices and included within Cash and cash equivalents.

•The commodity contracts categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted prices in an active market. The commodity contracts categorized in Level 2 of the fair value hierarchy are measured at fair value using a market approach based upon future commodity prices for similar instruments quoted in active markets.

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

•When applicable, commodity contracts categorized in Level 3 of the fair value hierarchy consist of commodity price swap contracts that relate to forecasted purchases of crude oil for which quoted forward market prices are not readily available due to market illiquidity. The forward prices used to value these swaps ~~were~~are derived using broker quotes, prices from other ~~third party~~third-party sources and other available market based data.

•The ~~derivatives included with inventory intermediation agreement obligations~~contingent considerations obligation at March 31, 2021 and ~~the catalyst lease obligations~~December 31, 2020 are categorized in Level 23 of the fair value hierarchy and are ~~measured at fair value~~estimated using ~~a market approach~~discounted cash flow models based ~~upon commodity prices for similar instruments quoted in active markets.~~on management’s estimate of the future cash flows related to the earn-out periods.

Non-qualified pension plan assets are measured at fair value using a market approach based on published net asset values of mutual funds as a practical expedient. As of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016, $9,642~~2020, $20.7 million and ~~$9,440,~~$21.2 million, respectively, were included within Deferred charges and other assets, net for these non-qualified pension plan assets.

The table below summarizes the changes in fair value measurements categorized in Level 3 of the fair value hierarchy, which primarily includes the change in estimated future earnings related to the Martinez Contingent Consideration:



	Three Months Ended March 31,
(in millions)	2021		2020
Balance at beginning of period	$	0	$	0
Additions	0		77.3


Unrealized loss (gain) included in earnings	29.5		(53.0)


Balance at end of period	$	29.5	$	24.3

There were 0 transfers between levels during the three months ended March 31, 2021 or the three months ended March 31, 2020.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~The table below summarizes the changes in fair value measurements of commodity contracts categorized in Level 3 of the fair value hierarchy:~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Balance at beginning of period $ —
$ 493
$ (84 ) $ 3,543
Purchases —
—
—
—
Settlements —
(90 ) 45
(1,093 )
Unrealized gain (loss) included in earnings —
(21 ) 39
(2,068 )
Transfers into Level 3 —
—
—
—
Transfers out of Level 3 —
—
—
—
Balance at end of period $ —
$ 382
$ —
$ 382

~~There were no transfers between levels during the three and nine months ended September 30, 2017 or 2016.~~

Fair value of debt

The table below summarizes the ~~fair~~carrying value and ~~carrying~~fair value of debt as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016.~~2020.


	March 31, 2021				December 31, 2020
(in millions)	Carrying value		Fair value		Carrying value		Fair value
2025 Senior Secured Notes (a)	$	1,250.0	$	1,280.4	$	1,250.0	$	1,232.9
2028 Senior Notes (a)	1,000.0		733.0		1,000.0		562.5
2025 Senior Notes (a)	725.0		584.0		725.0		475.3

Revolving Credit Facility (b)	900.0		900.0		900.0		900.0
PBF Rail Term Loan (b)	5.6		5.6		7.4		7.4

Catalyst financing arrangements (c)	112.5		112.5		102.5		102.5
	3,993.1		3,615.5		3,984.9		3,280.6
Less - Current debt	(5.6)		(5.6)		(7.4)		(7.4)
Unamortized premium	0.6		n/a		0.6		n/a
Less - Unamortized deferred financing costs	(42.1)		n/a		(45.3)		n/a
Long-term debt	$	3,946.0	$	3,609.9	$	3,932.8	$	3,273.2

September 30, 2017 December 31, 2016

Carrying
value

Fair
value

Carrying
value

Fair
value
Senior secured notes due 2020 (a) $ —
$ —
$ 670,867
$ 696,098
Senior notes due 2023 (a) (d) 500,000
514,575
500,000
498,801
Senior notes due 2025 (a) 725,000
740,982
—
—
Revolving Loan (b) 350,000
350,000
350,000
350,000
PBF Rail Term Loan (b) 30,041
30,041
35,000
35,000
Catalyst leases (c) 46,981
46,981
45,969
45,969
1,652,022
1,682,579
1,601,836
1,625,868
Less - Unamortized deferred financing costs 26,821
n/a
25,277
n/a
Long-term debt $ 1,625,201
$ 1,682,579
$ 1,576,559
$ 1,625,868

(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 and~~outstanding senior notes.

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

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

~~(d) As discussed in “Note 5 - Debt”, these notes became unsecured following the Collateral Fall-Away Event on May 30, 2017.~~

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~12.~~14. DERIVATIVES

The Company uses derivative instruments to mitigate certain exposures to commodity price risk. The Company entered into the ~~A&R~~Inventory Intermediation Agreements that contain purchase obligations for certain volumes of crude oil, intermediates and refined products. The purchase obligations related to crude oil, intermediates and refined products under these agreements are derivative instruments that have been designated as fair value hedges in order to hedge the commodity price volatility of certain refinery inventory. The fair value of these purchase obligation derivatives is based on market prices of the underlying crude oil, intermediates and refined products. The level of activity for these derivatives is based on the level of operating inventories.

As of ~~September 30, 2017,~~March 31, 2021 and December 31, 2020, there were ~~3,306,154~~0 barrels of crude oil and feedstocks outstanding under these derivative instruments designated as fair value hedges. As of March 31, 2021, there were 2,306,301 barrels of intermediates and refined products ~~(2,942,348~~(2,604,736 barrels at December 31, ~~2016)~~2020) outstanding under these derivative instruments designated as fair value hedges. These volumes represent the notional value of the contract.

The Company also enters into economic hedges primarily consisting of commodity derivative contracts that are not designated as hedges and are used to manage price volatility in certain crude oil and feedstock inventories as well as crude oil, feedstock, and refined product sales or purchases. The objective in entering into economic hedges is consistent with the objectives discussed above for fair value hedges. As of ~~September 30, 2017,~~March 31, 2021, there were ~~37,496,000~~18,975,000 barrels of crude oil and ~~8,163,000~~3,138,000 barrels of refined products ~~(5,950,000~~(7,183,000 and ~~2,831,000,~~2,810,000, respectively, as of December 31, ~~2016)~~2020), outstanding under short and long term commodity derivative contracts not designated as hedges representing the notional value of the contracts.

The Company also uses derivative instruments to mitigate the risk associated with the price of credits needed to comply with various governmental and regulatory environmental compliance programs. For such contracts that represent derivatives, the Company elects the normal purchase normal sale exception under ASC 815, Derivatives and Hedging, and therefore does not record them at fair value.

The following tables provide information ~~about~~regarding the fair values of ~~these~~ derivative instruments as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016~~2020, and the line items in the ~~condensed consolidated balance sheet~~Condensed Consolidated Balance Sheets in which ~~the~~ fair values are reflected.


Description	Balance Sheet Location	Fair Value Asset/(Liability)
		(in millions)
Derivatives designated as hedging instruments:
March 31, 2021:

Derivatives included with the inventory intermediation agreement obligations	Accrued expenses	$	3.3
December 31, 2020:

Derivatives included with the inventory intermediation agreement obligations	Accrued expenses	$	11.3

Derivatives not designated as hedging instruments:
March 31, 2021:
Commodity contracts	Accounts receivable	$	2.5

December 31, 2020:
Commodity contracts	Accounts receivable	$	(3.0)

Description

Balance Sheet Location
Fair Value
Asset/(Liability)
Derivatives designated as hedging instruments:
September 30, 2017:
Derivatives included with the inventory intermediation agreement obligations Accrued expenses $ (20,601 )
December 31, 2016:
Derivatives included with the inventory intermediation agreement obligations Accrued expenses $ 6,058

Derivatives not designated as hedging instruments:
September 30, 2017:
Commodity contracts Accrued expenses $ (5,016 )
December 31, 2016:
Commodity contracts Accrued expenses $ 3,508

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The following table provides information ~~about the~~regarding gains or losses recognized in income on ~~these~~ derivative instruments and the line items in the ~~condensed consolidated statements~~Condensed Consolidated Statements of ~~operations~~Operations 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
		(in millions)
Derivatives designated as hedging instruments:






For the three months ended March 31, 2021:

Derivatives included with the inventory intermediation agreement obligations	Cost of products and other	$	(8.0)
For the three months ended March 31, 2020:

Derivatives included with the inventory intermediation agreement obligations	Cost of products and other	$	67.9

Derivatives not designated as hedging instruments:




For the three months ended March 31, 2021:
Commodity contracts	Cost of products and other	$	(14.8)
For the three months ended March 31, 2020:
Commodity contracts	Cost of products and other	$	78.2

Hedged items designated in fair value hedges:






For the three months ended March 31, 2021:

Crude oil, intermediate and refined product inventory	Cost of products and other	$	8.0
For the three months ended March 31, 2020:

Crude oil, intermediate and refined product inventory	Cost of products and other	$	(67.9)

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 September 30, 2017:
Derivatives included with the inventory intermediation agreement obligations Cost of products and other $ (29,766 )
For the three months ended September 30, 2016:
Derivatives included with the inventory intermediation agreement obligations Cost of products and other $ (3,145 )
For the nine months ended September 30, 2017:
Derivatives included with the inventory intermediation agreement obligations Cost of products and other $ (26,659 )
For the nine months ended September 30, 2016:
Derivatives included with the inventory intermediation agreement obligations Cost of products and other $ (29,317 )

Derivatives not designated as hedging instruments:
For the three months ended September 30, 2017:
Commodity contracts Cost of products and other $ (17,291 )
For the three months ended September 30, 2016:
Commodity contracts Cost of products and other $ (15,559 )
For the nine months ended September 30, 2017:
Commodity contracts Cost of products and other $ (2,606 )
For the nine months ended September 30, 2016:
Commodity contracts Cost of products and other $ (54,646 )

Hedged items designated in fair value hedges:
For the three months ended September 30, 2017:
Intermediate and refined product inventory Cost of products and other $ 29,766
For the three months ended September 30, 2016:
Intermediate and refined product inventory Cost of products and other $ 3,145
For the nine months ended September 30, 2017:
Intermediate and refined product inventory Cost of products and other $ 26,659
For the nine months ended September 30, 2016:
Intermediate and refined product inventory Cost of products and other $ 29,317

The Company had no0 ineffectiveness related to ~~the Company’s~~ fair value hedges for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 or ~~2016.~~the three months ended March 31, 2020.

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~13. SUBSEQUENT EVENTS~~

~~Dividend Declared~~

On November 2, 2017, PBF Energy, PBF Holding’s indirect parent, announced a dividend of $0.30 per share on its outstanding Class A common stock. The dividend is payable on November 29, 2017 to PBF Energy Class A common stockholders of record at the close of business on November 13, 2017.

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED, 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, Toledo Refining Company LLC, Chalmette Refining, L.L.C., PBF Energy Western Region LLC, Torrance Refining Company LLC, Torrance Logistics Company LLC and PBF Investments LLC are 100% owned subsidiaries of PBF Holding and serve as guarantors of the obligations under the senior 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 November 24, 2015 and May 30, 2017, among PBF Holding, PBF Finance, the guarantors party thereto and Wilmington Trust, National Association, governs subsidiaries designated as “Guarantor Subsidiaries”. PBF International Inc., PBF Energy Limited, PBF Transportation Company LLC, PBF Rail Logistics Company LLC, Chalmette Logistics Company LLC, MOEM Pipeline LLC, Collins Pipeline Company, T&M Terminal Company, TVP Holding Company LLC (“TVP Holding”), Torrance Basin Pipeline Company LLC and Torrance Pipeline Company LLC are consolidated subsidiaries of the Company that are not guarantors of the senior notes. Additionally, our 50% equity investment in Torrance Valley Pipeline Company, held by TVP Holding is included in our Non-Guarantor financial position and results of operations and cash flows as TVP Holding is not a guarantor of the senior notes.

~~The senior 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 the 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 their subsidiaries are accounted for under the equity method of accounting.

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING~~

~~CONDENSED CONSOLIDATING BALANCE SHEET~~

~~(UNAUDITED)~~

September 30, 2017
Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total
ASSETS
Current assets:
Cash and cash equivalents $ 200,136
$ 9,124
$ 32,485
$ —
$ 241,745
Accounts receivable 718,960
9,781
46,166
—
774,907
Accounts receivable - affiliate 1,392
17,946
600
—
19,938
Affiliate notes receivable —
11,600
—
—
11,600
Inventories 2,064,678
—
246,014
—
2,310,692
Prepaid expense and other current assets 23,245
21,194
—
—
44,439
Due from related parties 27,591,736
22,923,564
6,144,950
(56,660,250 ) —
Total current assets 30,600,147
22,993,209
6,470,215
(56,660,250 ) 3,403,321

Property, plant and equipment, net 23,884
2,543,193
238,072
—
2,805,149
Investment in subsidiaries —
429,035
—
(429,035 ) —
Investment in equity method investee —
—
172,752
—
172,752
Deferred charges and other assets, net 27,934
773,447
34
—
801,415
Total assets $ 30,651,965
$ 26,738,884
$ 6,881,073
$ (57,089,285 ) $ 7,182,637

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 310,158
$ 112,773
$ 18,552
$ —
$ 441,483
Accounts payable - affiliate 34,815
1,327
(97 ) —
36,045
Accrued expenses 1,467,974
125,490
216,107
—
1,809,571
Deferred revenue 3,214
74
8
—
3,296
Due to related parties 23,949,841
26,558,885
6,151,524
(56,660,250 ) —
Notes payable —
6,831
—
—
6,831
Total current liabilities 25,766,002
26,805,380
6,386,094
(56,660,250 ) 2,297,226

Long-term debt 1,548,591
46,938
29,672
—
1,625,201
Deferred tax liabilities —
—
46,340
—
46,340
Other long-term liabilities 27,906
181,293
4,145
—
213,344
Investment in subsidiaries 308,940
—
—
(308,940 ) —
Total liabilities 27,651,439
27,033,611
6,466,251
(56,969,190 ) 4,182,111

Commitments and contingencies (Note 9)

Equity:
Member’s equity 2,352,772
1,723,480
357,332
(2,080,812 ) 2,352,772
Retained earnings / (accumulated deficit) 659,891
(2,022,858 ) 57,490
1,965,368
659,891
Accumulated other comprehensive loss (25,024 ) (8,236 ) —
8,236
(25,024 )
Total PBF Holding Company LLC equity 2,987,639
(307,614 ) 414,822
(107,208 ) 2,987,639
Noncontrolling interest 12,887
12,887
—
(12,887 ) 12,887
Total equity 3,000,526
(294,727 ) 414,822
(120,095 ) 3,000,526
Total liabilities and equity $ 30,651,965
$ 26,738,884
$ 6,881,073
$ (57,089,285 ) $ 7,182,637

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING~~

~~CONDENSED CONSOLIDATING BALANCE SHEET~~

~~(UNAUDITED)~~

December 31, 2016
Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total
ASSETS
Current assets:
Cash and cash equivalents $ 530,085
$ 56,717
$ 41,366
$ (1,463 ) $ 626,705
Accounts receivable 599,147
7,999
8,735
—
615,881
Accounts receivable - affiliate 2,432
4,504
695
—
7,631
Inventories 1,680,058
—
183,502
—
1,863,560
Prepaid expense and other current assets 27,443
12,933
160
—
40,536
Due from related parties 24,141,120
21,883,569
4,692,799
(50,717,488 ) —
Total current assets 26,980,285
21,965,722
4,927,257
(50,718,951 ) 3,154,313

Property, plant and equipment, net 33,772
2,452,877
242,050
—
2,728,699
Investment in subsidiaries 705,034
440,377
—
(1,145,411 ) —
Investment in equity method investee —
—
179,882
—
179,882
Deferred charges and other assets, net 12,317
491,673
13
—
504,003
Total assets $ 27,731,408
$ 25,350,649

$ 5,349,202
$ (51,864,362 ) $ 6,566,897

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 360,260
$ 157,277
$ 14,291
$ (1,463 ) $ 530,365
Accounts payable - affiliate 37,077
786
—
—
37,863
Accrued expenses 1,094,581
201,935
166,213
—
1,462,729
Deferred revenue 10,901
1,438
1
—
12,340
Due to related parties 22,027,065
24,031,520
4,658,903
(50,717,488 ) —
Total current liabilities 23,529,884
24,392,956
4,839,408
(50,718,951 ) 2,043,297

Long-term debt 1,496,085
45,908
34,566
—
1,576,559
Affiliate notes payable 86,298
—
—
—
86,298
Deferred tax liabilities —
—
45,699
—
45,699
Other long-term liabilities 30,208
192,204
3,699
—
226,111
Total liabilities 25,142,475
24,631,068
4,923,372
(50,718,951 ) 3,977,964

Commitments and contingencies (Note 9)

Equity:
Member’s equity 2,155,863
1,714,997
374,067
(2,089,064 ) 2,155,863
Retained earnings / (accumulated deficit) 446,519
(999,693 ) 51,763
947,930
446,519
Accumulated other comprehensive loss (25,962 ) (8,236 ) —
8,236
(25,962 )
Total PBF Holding Company LLC equity 2,576,420
707,068
425,830
(1,132,898 ) 2,576,420
Noncontrolling interest 12,513
12,513
—
(12,513 ) 12,513
Total equity 2,588,933
719,581
425,830
(1,145,411 ) 2,588,933
Total liabilities and equity $ 27,731,408
$ 25,350,649
$ 5,349,202
$ (51,864,362 ) $ 6,566,897

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED, 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 September 30, 2017
Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total

Revenues $ 5,410,245
$ 223,582
$ 536,386
$ (694,397 ) $ 5,475,816

Cost and expenses:
Cost of products and other 4,483,164
85,031
538,011
(694,397 ) 4,411,809
Operating expenses (excluding depreciation and amortization expense as reflected below) 289
380,951
8,351
—
389,591
Depreciation and amortization expense —
68,419
1,919
—
70,338
Cost of sales 4,483,453
534,401
548,281
(694,397 ) 4,871,738
General and administrative expenses (excluding depreciation and amortization expense as reflected below) 49,880
4,959
(146 ) —
54,693
Depreciation and amortization expense 2,572
—
—
—
2,572
Equity income in investee —
—
(3,799 ) —
(3,799 )
Loss on sale of assets —
28
—
—
28
Total cost and expenses 4,535,905
539,388
544,336
(694,397 ) 4,925,232

Income (loss) from operations 874,340
(315,806 ) (7,950 ) —
550,584

Other income (expenses):
Equity in earnings (loss) of subsidiaries (319,568 ) 2,467
—
317,101
—
Change in fair value of catalyst leases —
473
—
—
473
Debt extinguishment costs —
—
—
—
—
Interest expense, net (28,692 ) (305 ) (272 ) —
(29,269 )
Income (loss) before income taxes 526,080
(313,171 ) (8,222 ) 317,101
521,788
Income tax benefit —
—
(4,292 ) —
(4,292 )
Net income (loss) 526,080
(313,171 ) (3,930 ) 317,101
526,080
Less: net loss attributable to noncontrolling interests (6 ) (6 ) —
6
(6 )
Net income (loss) attributable to PBF Holding Company LLC $ 526,086
$ (313,165 ) $ (3,930 ) $ 317,095
$ 526,086

Comprehensive income (loss) attributable to PBF Holding Company LLC $ 526,373
$ (313,165 ) $ (3,930 ) $ 317,095
$ 526,373

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED, 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 September 30, 2016
Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total

Revenues $ 4,488,925
$ 441,554
$ 345,215
$ (767,081 ) $ 4,508,613

Cost and expenses:
Cost of products and other 3,914,018
428,587
328,734
(767,081 ) 3,904,258
Operating expenses (excluding depreciation and amortization expense as reflected below) 25
385,761
18,259
—
404,045
Depreciation and amortization expense —
47,471
3,865
—
51,336
Cost of sales 3,914,043
861,819
350,858
(767,081 ) 4,359,639
General and administrative expenses (excluding depreciation and amortization expense as reflected below) 34,820
4,312
780
—
39,912
Depreciation and amortization expense 1,342
—
—
—
1,342
Equity income in investee —
—
(1,621 ) —
(1,621 )
Loss on sale of assets 2,418
73
5,668
—
8,159
Total cost and expenses 3,952,623
866,204
355,685
(767,081 ) 4,407,431

Income (loss) from operations 536,302
(424,650 ) (10,470 ) —
101,182

Other income (expenses):
Equity in earnings (loss) of subsidiaries (438,249 ) —
—
438,249
—
Change in fair value of catalyst leases —
77
—
—
77
Interest expense, net (32,982 ) (447 ) (467 ) —
(33,896 )
Income (loss) before income taxes 65,071
(425,020 ) (10,937 ) 438,249
67,363
Income tax expense —
—
2,291
—
2,291
Net income (loss) 65,071
(425,020 ) (13,228 ) 438,249
65,072
Less: net income attributable to noncontrolling interests 45
45
—
(45 ) 45
Net income (loss) attributable to PBF Holding Company LLC $ 65,026
$ (425,065 ) $ (13,228 ) $ 438,294
$ 65,027

Comprehensive income (loss) attributable to PBF Holding Company LLC $ 65,452
$ (425,065 ) $ (13,228 ) $ 438,294
$ 65,453

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED, 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)~~

Nine Months Ended September 30, 2017
Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total

Revenues $ 15,064,488
$ 983,917
$ 1,578,553
$ (2,387,693 ) $ 15,239,265

Cost and expenses:
Cost of products and other 13,547,358
615,093
1,551,638
(2,387,693 ) 13,326,396
Operating expenses (excluding depreciation and amortization expense as reflected below) (42 ) 1,200,370
24,686
—
1,225,014
Depreciation and amortization expense —
175,543
5,695
—
181,238
Cost of sales 13,547,316
1,991,006
1,582,019
(2,387,693 ) 14,732,648
General and administrative expenses (excluding depreciation and amortization expense as reflected below) 112,418
18,410
(736 ) —
130,092
Depreciation and amortization expense 10,355
—
—
—
10,355
Equity income in investee —
—
(11,218 ) —
(11,218 )
Loss on sale of assets —
940
—
—
940
Total cost and expenses 13,670,089
2,010,356
1,570,065
(2,387,693 ) 14,862,817

Income (loss) from operations 1,394,399
(1,026,439 ) 8,488
—
376,448

Other income (expenses):
Equity in earnings (loss) of subsidiaries (1,022,866 ) 5,802
—
1,017,064
—
Change in fair value of catalyst leases
(1,011 ) —
—
(1,011 )
Debt extinguishment costs (25,451 ) —
—
—
(25,451 )
Interest expense, net (90,918 ) (1,143 ) (721 ) —
(92,782 )
Income (loss) before income taxes 255,164
(1,022,791 ) 7,767
1,017,064
257,204
Income tax expense —
—
2,040
—
2,040
Net income (loss) 255,164
(1,022,791 ) 5,727
1,017,064
255,164
Less: net income attributable to noncontrolling interests 374
374
—
(374 ) 374
Net income (loss) attributable to PBF Holding Company LLC $ 254,790
$ (1,023,165 ) $ 5,727
$ 1,017,438
$ 254,790

Comprehensive income (loss) attributable to PBF Holding Company LLC $ 255,728
$ (1,023,165 ) $ 5,727
$ 1,017,438
$ 255,728

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED, 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)~~

Nine Months Ended September 30, 2016
Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total

Revenues $ 11,119,301
$ 586,336
$ 1,005,656
$ (1,546,722 ) $ 11,164,571

Cost and expenses:
Cost of products and other 9,653,945
532,040
995,726
(1,546,722 ) 9,634,989
Operating expenses (excluding depreciation and amortization expense as reflected below) (375 ) 948,403
24,195
—
972,223
Depreciation and amortization expense —
143,994
7,479
—
151,473
Cost of sales 9,653,570
1,624,437
1,027,400
(1,546,722 ) 10,758,685
General and administrative expenses (excluding depreciation and amortization expense as reflected below) 92,126
20,372
(1,226 ) —
111,272
Depreciation and amortization expense 4,417
—
—
—
4,417
Equity income in investee —
—
(1,621 ) —
(1,621 )
Loss on sale of assets 2,418
97
8,866
—
11,381
Total cost and expenses 9,752,531
1,644,906
1,033,419
(1,546,722 ) 10,884,134

Income (loss) from operations 1,366,770
(1,058,570 ) (27,763 ) —
280,437

Other income (expenses):
Equity in earnings (loss) of subsidiaries (1,123,054 ) —
—
1,123,054
—
Change in fair value of catalyst leases —
(4,556 ) —
—
(4,556 )
Interest expense, net (95,568 ) (1,289 ) (1,589 ) —
(98,446 )
Income (loss) before income taxes 148,148
(1,064,415 ) (29,352 ) 1,123,054
177,435
Income tax expense —
—
29,287
—
29,287
Net income (loss) 148,148
(1,064,415 ) (58,639 ) 1,123,054
148,148
Less: net income attributable to noncontrolling interests 438
438
—
(438 ) 438
Net income (loss) attributable to PBF Holding Company LLC $ 147,710
$ (1,064,853 ) $ (58,639 ) $ 1,123,492
$ 147,710

Comprehensive income (loss) attributable to PBF Holding Company LLC $ 149,173
$ (1,064,853 ) $ (58,639 ) $ 1,123,492
$ 149,173

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING~~

~~CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW~~

~~(UNAUDITED)~~

Nine Months Ended September 30, 2017
Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total
Cash flows from operating activities:
Net income (loss) $ 255,164
$ (1,022,791 ) $ 5,727
$ 1,017,064
$ 255,164
Adjustments to reconcile net income (loss) to net cash (used in) provided by operations:
Depreciation and amortization 15,746
175,859
5,760
—
197,365
Stock-based compensation —
13,549
—
—
13,549
Change in fair value of catalyst leases —
1,011
—
—
1,011
Deferred income taxes —
—
641
—
641
Non-cash lower of cost or market inventory adjustment (97,943 ) —
—
—
(97,943 )
Non-cash change in inventory repurchase obligations (26,659 ) —
—
—
(26,659 )
Debt extinguishment costs 25,451
—
—
—
25,451
Pension and other post-retirement benefit costs 4,956
26,726
—
—
31,682
(Income) from equity method investee
—
(11,218 ) —
(11,218 )
Distributions from equity method investee —
—
16,897
—
16,897
Loss on sale of assets —
940
—
—
940
Equity in earnings (loss) of subsidiaries 1,022,866
(5,802 ) —
(1,017,064 ) —
Changes in operating assets and liabilities:
Accounts receivable (119,813 ) (1,782 ) (37,431 ) —
(159,026 )
Due to/from affiliates (1,494,632 ) 1,451,846
40,468
—
(2,318 )
Inventories (286,677 ) —
(62,512 ) —
(349,189 )
Prepaid expense and other current assets 4,200
(8,467 ) 160
—
(4,107 )
Accounts payable (50,102 ) (58,691 ) 4,261
1,463
(103,069 )
Accrued expenses 365,132
(13,352 ) 49,894
—
401,674
Deferred revenue (7,687 ) (1,364 ) 7
—
(9,044 )
Other assets and liabilities (14,472 ) (26,189 ) (16,726 ) —
(57,387 )
Net cash (used in) provided by operations (404,470 ) 531,493
(4,072 ) 1,463
124,414

Cash flows from investing activities:
Expenditures for property, plant and equipment (847 ) (210,076 ) (301 ) —
(211,224 )
Expenditures for deferred turnaround costs —
(341,598 ) —
—
(341,598 )
Expenditures for other assets —
(31,096 ) —
—
(31,096 )
Equity method investment - return of capital —
—
451
—
451
Due to/from affiliates (3,684 ) —
—
3,684
—
Net cash (used in) provided by investing activities (4,531 ) (582,770 ) 150
3,684
(583,467 )

Cash flows from financing activities:
Contributions from PBF LLC 97,000
—
—
—
97,000
Distribution to members (39,315 ) —
—
—
(39,315 )
Proceeds from 2025 7.25% Senior Notes 725,000
—
—
—
725,000
Cash paid to extinguish 2020 8.25% Senior Secured Notes (690,209 ) —
—
—
(690,209 )
Repayments of PBF Rail Term Loan —
—
(4,959 ) —
(4,959 )
Proceeds from revolver borrowings 490,000
—
—
—
490,000
Repayments of revolver borrowings (490,000 ) —
—
—
(490,000 )
Due to/from affiliates —
3,684
—
(3,684 ) —
Deferred financing costs and other (13,424 ) —
—
—
(13,424 )
Net cash provided by (used in) financing activities 79,052
3,684
(4,959 ) (3,684 ) 74,093

Net decrease in cash and cash equivalents (329,949 ) (47,593 ) (8,881 ) 1,463
(384,960 )
Cash and cash equivalents, beginning of period 530,085
56,717
41,366
(1,463 ) 626,705
Cash and cash equivalents, end of period $ 200,136
$ 9,124
$ 32,485
$ —
$ 241,745

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING~~

~~CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW~~

~~(UNAUDITED)~~

Nine Months Ended September 30, 2016
Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total
Cash flows from operating activities:
Net income (loss) $ 148,148
$ (1,064,415 ) $ (58,639 ) $ 1,123,054
$ 148,148
Adjustments to reconcile net income (loss) to net cash (used in) provided by operations:
Depreciation and amortization 10,828
144,011
7,726
—
162,565
Stock-based compensation —
12,658
—
—
12,658
Change in fair value of catalyst leases —
4,556
—
—
4,556
Deferred income taxes —
—
27,813
—
27,813
Non-cash lower of cost or market inventory adjustment (320,833 ) —
—
—
(320,833 )
Non-cash change in inventory repurchase obligations 29,317
—
—
—
29,317
Pension and other post-retirement benefit costs 5,249
20,645
—
—
25,894
Equity income in investee —
—
(1,621 ) —
(1,621 )
Loss on sale of assets 2,418
97
8,866
—
11,381
Equity in earnings of subsidiaries 1,123,054
—
—
(1,123,054 ) —
Changes in operating assets and liabilities:
Accounts receivable (205,816 ) 3,695
7,223
—
(194,898 )
Due to/from affiliates (1,624,741 ) 1,588,690
44,245
—
8,194
Inventories 56,792
—
(2,740 ) —
54,052
Prepaid expense and other current assets (6,330 ) (11,768 ) (2,105 ) —
(20,203 )
Accounts payable 37,074
16,943
(5,126 ) 1,406
50,297
Accrued expenses 661,974
(353,030 ) (897 ) —
308,047
Deferred revenue 6,559
—
1,470
—
8,029
Other assets and liabilities (7,573 ) (14,210 ) (97 ) —
(21,880 )
Net cash (used in) provided by operations (83,880 ) 347,872
26,118
1,406
291,516

Cash flows from investing activities:
Acquisition of Torrance refinery and related logistic assets (971,932 ) —
—
—
(971,932 )
Expenditures for property, plant and equipment (16,244 ) (172,174 ) 675
—
(187,743 )
Expenditures for deferred turnaround costs —
(138,936 ) —
—
(138,936 )
Expenditures for other assets —
(27,735 ) —
—
(27,735 )
Investment in subsidiaries 12,800
—
—
(12,800 ) —
Chalmette Acquisition working capital settlement —
(2,659 ) —
—
(2,659 )
Proceeds from sale of assets —
—
13,030
—
13,030
Net cash provided by (used in) investing activities (975,376 ) (341,504 ) 13,705
(12,800 ) (1,315,975 )

Cash flows from financing activities:
Proceeds from catalyst lease —
7,927
—
—
7,927
Distributions to Parent —
—
(12,800 ) 12,800
—
Contributions from PBF LLC related to TVPC 175,000
—
—
—
175,000
Distributions to members (92,503 ) —
—
—
(92,503 )
Proceeds from affiliate notes payable 635
—
—
—
635
Repayment of affiliate notes payable (517 ) —
—
—
(517 )
Repayment of Rail Facility revolver borrowings —
—
(11,457 ) —
(11,457 )
Proceeds from revolver borrowings 550,000
—
—
—
550,000
Net cash provided by (used in) financing activities 632,615
7,927
(24,257 ) 12,800
629,085

Net (decrease) increase in cash and cash equivalents (426,641 ) 14,295
15,566
1,406
(395,374 )
Cash and cash equivalents, beginning of period 882,820
6,236
28,968
(3,275 ) 914,749
Cash and cash equivalents, end of period $ 456,179
$ 20,531
$ 44,534
$ (1,869 ) $ 519,375

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, ~~2016~~2020 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, Gulf Coast and West Coast of the United States, as well as in other regions of the United States, Canada and ~~Canada,~~Mexico and are able to ship products to other international destinations. As of ~~September 30, 2017,~~March 31, 2021, we own and operate ~~five~~six domestic oil refineries and related ~~assets with~~assets. Based on the current configuration our refineries have a combined processing capacity, known as throughput, of approximately ~~900,000~~1,000,000 barrels per day (“bpd”), and a weighted-average Nelson Complexity Index of ~~12.2.~~13.2 based on current operating conditions. The complexity and throughput capacity of our refineries are subject to change dependent upon configuration changes we make to respond to market conditions, as well as a result of investments made to improve our facilities and maintain compliance with environmental and governmental regulations. Our ~~five~~six oil refineries are aggregated into one reportable segment.

Our ~~five~~six refineries are located in Delaware City, Delaware, Paulsboro, New Jersey, Toledo, Ohio, ~~New Orleans,~~Chalmette, Louisiana, Torrance, California and ~~Torrance,~~Martinez, California. In 2020, we reconfigured our Delaware City and Paulsboro refineries, temporarily idling certain of our major processing units at the Paulsboro refinery, in order to operate the two refineries as one functional unit that we refer to as the “East Coast Refining System”. Each ~~of these refineries~~refinery is briefly described in the table below:

Refinery

Region

Nelson Complexity

Throughput Capacity (in barrels per day)

PADD

Crude Processed (1)

Source (1)

Refinery

Region

Nelson Complexity Index(1)

Throughput Capacity (in bpd)(1)

PADD

Crude Processed (2)

Source (2)

Delaware City

East Coast

11.3

190,000

medium and heavy sour crude

water, rail

Delaware City

East Coast

13.6

180,000

light sweet through heavy sour

water, rail

Paulsboro

East Coast

13.2

180,000

medium and heavy sour crude

water, rail

Paulsboro

East Coast

10.4(3)

105,000(3)

light sweet through heavy sour

water

Toledo

Mid-Continent

9.2

170,000

light,

sweet crude

pipeline, truck, rail

Toledo

Mid-Continent

11.0

180,000

light sweet

pipeline, truck, rail

Chalmette

Gulf Coast

12.7

189,000

light and heavy crude

water, pipeline

Chalmette

Gulf Coast

13.0

185,000

light sweet through heavy sour

water, pipeline

Torrance

West Coast

14.9

155,000

heavy and medium crude

pipeline, water, truck

Torrance

West Coast

13.8

166,000

medium and heavy

pipeline, water, truck

Martinez

West Coast

16.1

157,000

medium and heavy

pipeline and water

________

(1)Reflects operating conditions at each refinery as of the date of this filing. Changes in complexity and throughput capacity reflect the result of current market conditions such as our east coast refining reconfiguration described below (the “East Coast Refining Reconfiguration”), in addition to investments made to improve our facilities and maintain compliance with environmental and governmental regulations. Configurations at each of our refineries are evaluated and updated accordingly.

(2) Reflects the typical crude and feedstocks and related sources utilized under normal operating conditions and prevailing market environments.

(3) Under normal operating conditions and prevailing market environments, our Nelson Complexity Index and throughput capacity for the Paulsboro refinery would be 13.1 and 180,000, respectively. As a result of the East Coast Refining Reconfiguration, our Nelson Complexity Index and throughput capacity were reduced.

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

Business Developments

Recent significant business developments affecting us are discussed below.

COVID-19

The outbreak of the COVID-19 pandemic continues to negatively impact worldwide economic and commercial activity and financial markets. The COVID-19 pandemic and the related governmental and consumer responses resulted in significant business and operational disruptions, including business and school closures, supply chain disruptions, travel restrictions, stay-at-home orders and limitations on the availability of workforces and has resulted in significantly lower global demand for refined petroleum and petrochemical products. We believe, but cannot guarantee, that demand for refined petroleum products will ultimately rebound as governmental restrictions are lifted. However, the continued negative impact of the COVID-19 pandemic and these market developments on our business and operations will depend on the ongoing severity, location and duration of the effects and spread of COVID-19, the effectiveness of the vaccine programs and the other actions undertaken by national, regional and local governments and health officials to contain the virus or treat its effects, and how quickly and to what extent economic conditions improve and normal business and operating conditions resume.

We are actively responding to the impacts from these matters on our business. Starting in late March 2020, we reduced the amount of crude oil processed at our refineries in response to the decreased demand for our products and we temporarily idled various units at certain of our refineries to optimize our production in light of prevailing market conditions. As of the date of this filing, we are operating our refineries at reduced rates and, based on current market conditions, we plan on continuing to operate our refineries at lower utilization until sustained product demand justifies higher production. Our refineries ran higher in March 2021 in comparison to January 2021, reflecting the gradual improvement in market conditions. We expect near-term throughput to be in the 825,000 to 885,000 barrel per day range for our refining system. Despite the measures we have taken, we have been, and likely will continue to be, adversely impacted by the COVID-19 pandemic for the foreseeable future. We are unable to predict the ultimate outcome of the economic impact of the COVID-19 pandemic and can provide no assurance that measures taken to mitigate the impact of the COVID-19 pandemic will be effective.

We continue to adjust our operational plans to the evolving market conditions and continue to monitor and maintain lower operating expenses through significant reductions in discretionary activities and third-party services. We successfully reconfigured our East Coast Refining System to maintain the most profitable elements of two refineries while reducing costs and improving our competitive position. Our refining capital spending program for the first half of 2021 is expected to be approximately $150.0 million. Our overall market outlook for the second half of 2021 remains constructive, with continued gradual improvement in demand, and our full-year capital expenditures are expected to be approximately $400.0 million to $450.0 million. Should market conditions change from our current expectations, we expect that we will review our capital requirements and adjust as needed.

Factors Affecting Comparability Between Periods

Our results have been affected by the following events, the understanding of which will aid in assessing the comparability of our period to period financial performance and financial condition.

COVID-19 and Market Developments

The impact of the unprecedented global health and economic crisis sparked by the COVID-19 pandemic was amplified late in the quarter ended March 31, 2020 due to movements made by the world’s largest oil producers to increase market share. This created simultaneous shocks in oil supply and demand resulting in an economic challenge to our industry which has not occurred since our formation. This combination has resulted in significant demand reduction for our refined products and atypical volatility in oil commodity prices. Our results for the three months ended March 31, 2021 continued to be impacted by the sustained decreased demand for refined products which negatively impacts our revenues, cost of products sold, operating income and liquidity. Throughput rates across our refining system were decreased during the quarter and we currently continue to operate our refineries at reduced rates.

East Coast Refining Reconfiguration

On December 31, 2020, we completed the East Coast Refining Reconfiguration. As part of the reconfiguration process, we idled certain of our major processing units at the Paulsboro refinery, resulting in lower overall throughput and inventory levels in addition to decreases in capital and operating costs. Based on this reconfiguration, our East Coast throughput capacity is approximately 285,000 barrels per day.

Debt and Credit Facilities

Senior Notes ~~Offering~~

On May ~~30, 2017,~~13, 2020, we issued $1.0 billion in aggregate principal amount of 9.25% senior secured notes due 2025 (the “initial 2025 Senior Secured Notes”). The net proceeds from this offering were approximately $982.9 million after deducting the initial purchasers’ discount and ~~PBF Finance~~offering expenses. We used the net proceeds for general corporate purposes.

On December 21, 2020, we issued ~~$725.0~~an additional $250.0 million in aggregate principal amount of ~~7.25% Senior Notes~~9.25% senior secured notes due 2025, ~~(the~~in a tack-on offering (together with the initial 2025 Senior Secured Notes, the “2025 Senior Secured Notes”). The net proceeds from this offering were approximately $245.7 million after deducting the initial purchasers’ discount and offering expenses. We used the net proceeds to fund the cash tender offer (the “Tender Offer”) for any and all of our outstanding 8.25% senior secured notes due 2020 (the “2020 Senior Secured Notes”), to pay the related redemption price and accrued and unpaid interest for any 2020 Senior Secured Notes that remained outstanding after the completion of the Tender Offer, and for general corporate purposes. ~~As described~~

On January 24, 2020, we issued $1.0 billion in ~~“Note 5 - Debt”, upon~~aggregate principal amount of 6.00% senior unsecured notes due 2028 (the “2028 Senior Notes”). The net proceeds from this offering were approximately $987.0 million after deducting the ~~satisfaction~~initial purchasers’ discount and ~~discharge~~offering expenses. We used $517.5 million of the ~~2020~~proceeds to fully redeem our 7.00% senior notes due 2023 (the “2023 Senior ~~Secured Notes in connection with~~Notes”) and the ~~closing~~balance to fund a portion of the ~~Tender Offer and~~cash consideration for the ~~redemption, the 2023 Senior Notes became unsecured and certain covenants were modified, as provided for in~~Martinez Acquisition (as defined below).

On February 14, 2020, we exercised our rights under the indenture governing the 2023 Senior Notes to redeem all of the outstanding 2023 Senior Notes at a price of 103.5% of the aggregate principal amount thereof plus accrued and ~~related documents.~~

~~Inventory Intermediation Agreements~~

~~On May 4, 2017~~unpaid interest. The aggregate redemption price for all 2023 Senior Notes approximated $517.5 million plus accrued and ~~September 8, 2017, we~~unpaid interest. The difference between the carrying value of the 2023 Senior Notes on the date they were redeemed and ~~our subsidiaries, DCR~~the amount for which they were redeemed was $22.2 million and ~~PRC, entered into amendments to the inventory intermediation agreements (as amended~~was classified as Debt extinguishment costs in the ~~second and third quarters~~Condensed Consolidated Statement of ~~2017,~~Operations as of March 31, 2020.

Revolving Credit Facility

During the ~~"A&R Intermediation Agreements"~~three months ended March 31, 2020, we used advances under our asset-based revolving credit agreement (the “Revolving Credit Facility”) ~~with J. Aron & Company,~~to fund a ~~subsidiary of The Goldman Sachs Group, Inc. “J. Aron”), pursuant to which certain terms~~portion of the ~~existing inventory intermediation agreements were amended, including, among~~Martinez Acquisition (as defined below) and for other ~~things, pricing~~general corporate purposes. The outstanding borrowings under the Revolving Credit Facility as of both March 31, 2021 and an extension of the terms. As a result of the amendments (i) the A&R Intermediation Agreement by and among J. Aron, us and PRC relating to the Paulsboro refinery extends the term to December 31, 2019, which term may be further extended by mutual consent of the parties to December 31, 2020 ~~and (ii)~~were $900.0 million.

Martinez Acquisition

We acquired the A&R Intermediation Agreement by and among J. Aron, us and DCR relating to the Delaware City refinery extends the term to July 1, 2019, which term may be further extended by mutual consent of the parties to July 1, 2020.

~~Torrance Acquisition~~

~~On July 1, 2016, we acquired from ExxonMobil Oil Corporation (“ExxonMobil”) and its subsidiary, Mobil Pacific Pipeline Company (together, the “Torrance Sellers”), the Torrance~~Martinez refinery and related logistics assets ~~(collectively, the “Torrance~~from Shell Oil Products on February 1, 2020 (the “Martinez Acquisition”). The Torrance refinery 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.

In addition to refining assets, the Torrance Acquisition included a number of high-quality logistics assets consisting of 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 189-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 were 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~~ for an aggregate purchase price ~~for the assets was approximately $521.4~~of $1,253.4 million, ~~in cash after post-closing purchase price adjustments, plus~~including final working capital of ~~$450.6 million. The final purchase price~~$216.1 million and ~~fair value allocation were completed as of June 30, 2017. During~~ the ~~measurement period, which ended in June 2017, adjustments were made~~obligation to ~~the Company’s preliminary fair value estimates related primarily~~make certain post-closing earn-out payments to ~~Property, plant and equipment and Other long-term liabilities reflecting the finalization~~Shell Oil Products based on certain earnings thresholds of the ~~Company’s assessment~~Martinez refinery for a period of ~~the costs and duration of certain assumed pre-existing environmental obligations.~~up to four years (the “Martinez Contingent Consideration”). The transaction was financed through a combination of cash on hand, including proceeds from ~~certain PBF Energy equity offerings,~~the 2028 Senior Notes, and borrowings under ~~our asset based revolving credit agreement (“~~the Revolving ~~Loan”).~~Credit Facility.

~~PNGPC Contribution Agreement~~

~~On February 15, 2017, PBFX entered into~~The Martinez refinery is located on an 860-acre site in the City of Martinez, 30 miles northeast of San Francisco, California. The refinery is a contribution agreement (the “PNGPC Contribution Agreement”) between PBFX and PBF LLC. Pursuant to the PNGPC Contribution Agreement, we contributed to PBF LLC, which, in turn, contributed to PBFX’s wholly owned subsidiary PBFX Operating Company LLC (“PBFX Op Co”) allhigh-conversion 157,000 bpd, dual-coking facility with a Nelson Complexity Index of 16.1, making it one of the issued and outstanding limited liability company interests of Paulsboro Natural Gas Pipeline Company LLC (“PNGPC”). PNGPC owns and operates an existing interstate natural gas pipeline that runs under the Delaware River and terminates at our Paulsboro refinery. In August 2017, PBFX Op Co completed the construction of a new pipeline which replaced the existing pipeline and commenced services. In consideration for the PNGPC limited liability company interests, PBFX delivered to PBF LLC (i) an $11.6 million intercompany promissory note in favor of Paulsboro Refining Company LLC, a wholly owned subsidiary of ours (the “Promissory Note”), (ii) an expansion rights and right of first refusal agreement in favor of PBF LLC with respect to the new pipeline and (iii)

~~an assignment and assumption agreement with respect to certain outstanding litigation involving PNGPC and the existing pipeline.~~

~~Chalmette Storage Tank Lease~~

On February 15, 2017, we and PBFX Op Co entered into a ten-year storage services agreement (the “Chalmette Storage Agreement”) and a twenty-year lease for the premises upon which a new tank at the Chalmette refinery (the “Chalmette Storage Tank”) will be located (the “Lease”). Additionally, we and PBFX entered into a project management agreement (the “Project Management Agreement”) pursuant to which PBFX, through PBFX Op Co, assumed construction of a crude oil storage tank at our Chalmette refinery, commencing upon the earlier of November 1, 2017 or the completion of construction of the Chalmette Storage Tank, which is currently expected to be completed in November 2017. The Lease can be extended by PBFX Op Co for two additional ten year terms. The Chalmette Storage Agreement can be extended by us for two additional five-year periods. Under the Chalmette Storage Agreement, PBFX will provide us with storage services in return for storage fees. The storage services require PBFX to accept, redeliver and store all products tendered by usmost complex refineries in the ~~tank~~United States. The facility is strategically positioned in Northern California and ~~we will pay~~provides for operating and commercial synergies with the Torrance refinery located in Southern California. In addition to refining assets, the Martinez Acquisition includes a ~~monthly fee~~number of ~~$0.60 per barrel~~high-quality onsite logistics assets including a deep-water marine facility, product distribution terminals and refinery crude and product storage facilities with approximately 8.8 million barrels of shell capacity. ~~The Lease can be extended by PBFX Op Co for two additional ten year periods.~~

~~TVPC Contribution Agreement~~

On August 31, 2016, PBFX entered into a contribution agreement (the “TVPC Contribution Agreement”) between PBFX and PBF LLC. Pursuant to the TVPC Contribution Agreement, PBF Holding distributed to PBF LLC, and PBFX acquired from PBF LLC, 50% of the issued and outstanding limited liability company interests of Torrance Valley Pipeline Company LLC (“TVPC”), whose assets consist of the 189-mile San Joaquin Valley Pipeline system, including the M55, M1 and M70 pipeline system, including 11 pipeline stations with storage capability and truck unloading capacity at two of the stations. Subsequent to the distribution of TVPC pursuant to the TVPC Contribution Agreement, PBF Holding deconsolidated TVPC and has recognized an equity investment in TVPC for its 50% noncontrolling interest.

Agreements with PBFX

PBFX is a fee-based, growth-oriented, publicly traded Delaware master limited partnership formed by our indirect parent company, PBF Energy, to own or lease, operate, develop and acquire crude oil, refined petroleum products and natural gas terminals, pipelines, storage facilities and similar logistics assets. PBFX engages in the receiving, handling, storage and transferring of crude oil, refined products, natural gas and intermediates from sources located throughout the United States and Canada for PBF Energy in support of certain of our refineries, as well as for ~~third party~~third-party customers.

~~On May 14, 2014, PBFX completed its initial public offering (the “PBFX Offering”). Beginning with the completion of the PBFX Offering, we~~We have entered into a series of agreements with PBFX, including contribution, commercial and operational agreements. ~~Each~~Refer to “Note 7 - Related Party Transactions” of our Notes to Condensed Consolidated Financial Statements for descriptions of these agreements and their impact to our ~~operations is described in “Note 8 -~~operations. Related ~~Party Transactions” in~~party transactions that have an impact on the comparability of our ~~condensed consolidated~~period to period financial ~~statements.~~performance and financial condition are listed below.

Summary of Transactions with PBFX

A summary of ~~revenue and expense~~ transactions with PBFX is as follows (in millions):


	Three Months Ended March 31,
		2021		2020
Reimbursements under affiliate agreements:
Services Agreement		$	2.2	$	2.2
Omnibus Agreement		1.8		2.0
Total expenses under affiliate agreements		75.9		75.5

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Revenues under affiliate agreements:
Services Agreement $ 1.6
$ 1.3
$ 4.9
$ 3.5
Omnibus Agreement 1.9
1.2
5.2
3.5
Total expenses under affiliate agreements 62.4
43.8
176.9
118.4

~~Amended and Restated Revolving Loan~~

The Third Amended and Restated Revolving Loan is available to be used for working capital and other general corporate purposes. As noted in “Note 2 - Acquisitions”, we took down an advance under our Revolving Loan to partially fund the Torrance Acquisition in 2016. The outstanding balance under our Revolving Loan was $350.0 million, $350.0 million and $550.0 million as of September 30, 2017, December 31, 2016 and September 30, 2016, respectively.

~~Rail Facility Revolving Credit Facility~~

Effective March 25, 2014, PBF Rail Logistics Company LLC (“PBF Rail”), an indirect wholly-owned subsidiary of ours, entered into a $250.0 million secured revolving credit agreement (the “Rail Facility”). The primary purpose of the Rail Facility was to fund the acquisition by PBF Rail of crude tank cars (the “Eligible Railcars”) before December 2015.

~~On December 22, 2016, the Rail Facility was terminated and replaced with the PBF Rail Term Loan (as described below).~~

~~PBF Rail Term Loan~~

On December 22, 2016, PBF Rail entered into a $35.0 million term loan (the “PBF Rail Term Loan”) with a bank previously party to the Rail Facility. The PBF Rail Term Loan amortizes monthly over its five year term and bears interest at the one month LIBOR plus the margin as defined in the credit agreement. As security for the PBF Rail Term Loan, PBF Rail pledged, among other things: (i) certain Eligible Railcars; (ii) the debt service reserve account; and (iii) our member interest in PBF Rail. Additionally, the PBF Rail Term Loan contains customary terms, events of default and covenants for a transaction of this nature. PBF Rail may at any time repay the PBF Rail Term Loan without penalty in the event that railcars collateralizing the loan are sold, scrapped or otherwise removed from the collateral pool.

~~The outstanding balance of the PBF Rail Term Loan was $30.0 million and $35.0 million as of September 30, 2017 and December 31, 2016, respectively.~~

~~Affiliate notes payable with PBF LLC and PBF Energy~~

Our long-term debt obligations may include outstanding affiliate notes payable with PBF LLC and PBF Energy. The affiliate 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. Additional borrowings may be made by PBF Holding under such affiliate notes payable from time to time. In the fourth quarter of 2016, the affiliate notes were extended to 2021. Additionally, in the fourth quarter of 2016, PBF LLC converted outstanding affiliate notes payable from PBF Holding of $379.9 million to a capital contribution. In the first quarter of 2017, PBF LLC converted the full amount of outstanding affiliate notes payable from PBF Holding of $86.3 million to a capital contribution. As of September 30, 2017, PBF Holding had no outstanding affiliate notes payable with PBF Energy and PBF LLC ($86.3 million outstanding as of December 31, 2016).

~~Change in Presentation~~

As discussed in “Note 1 - Description of the Business and Basis of Presentation,” during the third quarter of 2017, we determined that we would revise the presentation of certain line items on our consolidated statements of operations to enhance our disclosure under the requirements of Rule 5-03 of Regulation S-X. The revised presentation is comprised of the inclusion of a subtotal within costs and expenses referred to as “Cost of sales” and the reclassification of total depreciation and amortization expense between such amounts attributable to cost of sales and other operating costs and expenses. The amount of depreciation and amortization expense that is presented separately within the “Cost of Sales” subtotal represents depreciation and amortization of refining and logistics assets that are integral to the refinery production process.

The historical comparative information has been revised to conform to the current presentation. This revised presentation does not have an effect on our historical consolidated income from operations or net income, nor does it have any impact on our consolidated balance sheets, statements of comprehensive income or statements of cash flows.

Results of Operations

The following tables reflect our financial and operating highlights for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020 (amounts in ~~thousands).~~millions):


	Three Months Ended March 31,
		2021		2020
Revenues		$	4,913.2	$	5,260.0
Cost and expenses:
Cost of products and other		4,263.0		6,033.4
Operating expenses (excluding depreciation and amortization expense as reflected below)		460.2		507.5
Depreciation and amortization expense		104.7		105.4
Cost of sales		4,827.9		6,646.3
General and administrative expenses (excluding depreciation and amortization expense as reflected below)		42.9		78.2
Depreciation and amortization expense		3.4		2.9
Change in fair value of contingent consideration		29.5		(53.0)

Gain on sale of assets		(0.6)		—
Total cost and expenses		4,903.1		6,674.4

Income (loss) from operations		10.1		(1,414.4)

Other income (expense):
Interest expense, net		(69.6)		(36.5)
Change in fair value of catalyst obligations		(10.0)		11.7
Debt extinguishment costs		—		(22.2)
Other non-service components of net periodic benefit cost		2.0		1.0
Income (loss) before income taxes		(67.5)		(1,460.4)
Income tax (benefit) expense		(10.6)		14.2
Net income (loss)		(56.9)		(1,474.6)
Less: net income attributable to noncontrolling interests		0.2		—
Net income (loss) attributable to PBF Holding Company LLC		$	(57.1)	$	(1,474.6)

Consolidated gross margin		$	85.3	$	(1,386.3)
Gross refining margin (1)		$	650.2	$	(773.4)

_____________________

(1) See Non-GAAP Financial Measures.

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Revenues $ 5,475,816
$ 4,508,613
$ 15,239,265
$ 11,164,571
Cost and expenses:
Cost of products and other 4,411,809
3,904,258
13,326,396
9,634,989
Operating expenses (excluding depreciation and amortization expense as reflected below) 389,591
404,045
1,225,014
972,223
Depreciation and amortization expense 70,338
51,336
181,238
151,473
Cost of sales 4,871,738
4,359,639
14,732,648
10,758,685
General and administrative expenses (excluding depreciation and amortization expense as reflected below) 54,693
39,912
130,092
111,272
Depreciation and amortization expense 2,572
1,342
10,355
4,417
Equity income in investee (3,799 ) (1,621 ) (11,218 ) (1,621 )
Loss on sale of assets 28
8,159
940
11,381
Total cost and expenses 4,925,232
4,407,431
14,862,817
10,884,134

Income from operations 550,584
101,182
376,448
280,437

Other income (expenses):
Change in fair value of catalyst leases 473
77
(1,011 ) (4,556 )
Debt extinguishment costs —
—
(25,451 ) —
Interest expense, net (29,269 ) (33,896 ) (92,782 ) (98,446 )
Income before income taxes 521,788
67,363
257,204
177,435
Income tax (benefit) expense (4,292 ) 2,291
2,040
29,287
Net income 526,080
65,072
255,164

148,148
Less: net (loss) income attributable to noncontrolling interests (6 ) 45
374
438
Net income attributable to PBF Holding Company LLC $ 526,086
$ 65,027
$ 254,790

$ 147,710

Gross margin $ 604,078
$ 148,973
$ 506,617
$ 405,886
Gross refining margin (1) $ 1,064,007
$ 604,355
$ 1,912,869
$ 1,529,582


~~(1)~~	~~See Non-GAAP Financial Measures below.~~


Operating Highlights	Three Months Ended March 31,
		2021			2020
Key Operating Information
Production (bpd in thousands)		758.2			867.0
Crude oil and feedstocks throughput (bpd in thousands)		745.5			852.9
Total crude oil and feedstocks throughput (millions of barrels)		67.1			77.6
Consolidated gross margin per barrel of throughput		$	1.28		$	(17.86)
Gross refining margin, excluding special items, per barrel of throughput (1)		$	3.65		$	6.60
Refinery operating expense, per barrel of throughput		$	6.86		$	6.54

Crude and feedstocks (% of total throughput) (2)
Heavy		36		%	44		%
Medium		31		%	23		%
Light		18		%	19		%
Other feedstocks and blends		15		%	14		%
Total throughput		100		%	100		%

Yield (% of total throughput)
Gasoline and gasoline blendstocks		54		%	51		%
Distillates and distillate blendstocks		30		%	32		%
Lubes		1		%	1		%
Chemicals		2		%	1		%
Other		15		%	17		%
Total yield		102		%	102		%

~~Operating Highlights~~_____________________

(1) See Non-GAAP Financial Measures.

(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.

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Key Operating Information
Production (bpd in thousands) 852.6
799.1
781.6
717.6
Crude oil and feedstocks throughput (bpd in thousands) 849.7
786.3
786.1
711.8
Total crude oil and feedstocks throughput (millions of barrels) 78.2
72.3
214.6
195.0
Gross margin per barrel of throughput $ 7.73
$ 2.06
$ 2.36
$ 2.09
Gross refining margin, excluding special items, per barrel of throughput (1) $ 10.22
$ 6.92
$ 8.46
$ 6.20
Refinery operating expenses, excluding depreciation, per barrel of throughput $ 4.98
$ 5.59
$ 5.71
$ 4.98

Crude and feedstocks (% of total throughput) (2)

Heavy crude 33 % 34 % 34 % 23 %
Medium crude 30 % 32 % 30 % 38 %
Light crude 22 % 23 % 21 % 28 %
Other feedstocks and blends 15 % 11 % 15 % 11 %
Total throughput 100 % 100 % 100 % 100 %

Yield (% of total throughput)

Gasoline and gasoline blendstocks 50 % 51 % 50 % 49 %
Distillates and distillate blendstocks 29 % 31 % 29 % 31 %
Lubes 1 % 1 % 1 % 1 %
Chemicals 2 % 3 % 2 % 4 %
Other 18 % 14 % 17 % 15 %
Total yield 100 % 100 % 99 % 100 %


~~(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,
	Three Months Ended September 30,						Nine Months Ended September 30,								2021		2020
	2017			2016			2017			2016					(dollars per barrel, except as noted)
	(dollars per barrel, except as noted)
Dated Brent Crude	$	52.16		$	45.90		$	51.79		$	42.05
Dated Brent crude oil													Dated Brent crude oil		$	61.16	$	49.70
West Texas Intermediate (WTI) crude oil	$	48.18		$	44.88		$	49.32		$	41.41		West Texas Intermediate (WTI) crude oil		$	58.13	$	45.56
Light Louisiana Sweet (LLS) crude oil	$	51.67		$	46.52		$	51.73		$	43.20		Light Louisiana Sweet (LLS) crude oil		$	60.26	$	47.81
Alaska North Slope (ANS) crude oil	$	52.04		$	44.65		$	52.15		$	41.58		Alaska North Slope (ANS) crude oil		$	61.07	$	51.07
Crack Spreads													Crack Spreads
Dated Brent (NYH) 2-1-1	$	18.12		$	12.94		$	14.84		$	13.18		Dated Brent (NYH) 2-1-1		$	12.06	$	9.96
WTI (Chicago) 4-3-1	$	18.82		$	13.64		$	14.70		$	13.07		WTI (Chicago) 4-3-1		$	11.56	$	7.37
LLS (Gulf Coast) 2-1-1	$	16.69		$	11.51		$	13.75		$	10.35		LLS (Gulf Coast) 2-1-1		$	12.05	$	10.42
ANS (West Coast) 4-3-1	$	20.66		$	15.61		$	18.78		$	17.22
ANS (West Coast-LA) 4-3-1													ANS (West Coast-LA) 4-3-1		$	15.75	$	13.36
ANS (West Coast-SF) 3-2-1													ANS (West Coast-SF) 3-2-1		$	12.92	$	9.65
Crude Oil Differentials													Crude Oil Differentials
Dated Brent (foreign) less WTI	$	3.97		$	1.02		$	2.47		$	0.64		Dated Brent (foreign) less WTI		$	3.03	$	4.14
Dated Brent less Maya (heavy, sour)	$	8.75		$	6.87		$	6.77		$	7.57		Dated Brent less Maya (heavy, sour)		$	4.53	$	8.87
Dated Brent less WTS (sour)	$	4.96		$	2.50		$	3.63		$	1.48		Dated Brent less WTS (sour)		$	2.26	$	4.70
Dated Brent less ASCI (sour)	$	3.82		$	4.14		$	3.58		$	4.02		Dated Brent less ASCI (sour)		$	2.77	$	4.29
WTI less WCS (heavy, sour)	$	10.03		$	13.28		$	10.83		$	12.15		WTI less WCS (heavy, sour)		$	12.01	$	16.85
WTI less Bakken (light, sweet)	$	(0.69	)	$	1.41		$	0.18		$	1.13		WTI less Bakken (light, sweet)		$	0.50	$	3.46
WTI less Syncrude (light, sweet)	$	(1.95	)	$	(0.95	)	$	(1.86	)	$	(2.67	)	WTI less Syncrude (light, sweet)		$	0.97	$	1.80
WTI less LLS (light, sweet)	$	(3.49	)	$	(1.65	)	$	(2.41	)	$	(1.79	)	WTI less LLS (light, sweet)		$	(2.13)	$	(2.25)
WTI less ANS (light, sweet)	$	(3.86	)	$	0.23		$	(2.82	)	$	(0.17	)	WTI less ANS (light, sweet)		$	(2.94)	$	(5.51)
Natural gas (dollars per MMBTU)	$	2.95		$	2.79		$	3.05		$	2.35		Natural gas (dollars per MMBTU)		$	2.72	$	1.87

Three Months Ended ~~September 30, 2017~~March 31, 2021 Compared to the Three Months Ended ~~September 30, 2016~~March 31, 2020

Overview— Net ~~income~~loss was ~~$526.1~~$56.9 million for the three months ended ~~September 30, 2017~~March 31, 2021 compared to ~~$65.1~~net loss of $1,474.6 million for the three months ended ~~September 30, 2016.~~March 31, 2020.

Our results for the three months ended ~~September 30, 2017~~March 31, 2021 were positively impacted by a special ~~item~~items consisting of a non-cash lower of cost or market (“LCM”) inventory adjustment of approximately ~~$265.1~~$405.6 million and were offset by a change in fair value of the Martinez Contingent Consideration of $29.5 million. Our results for the three months ended ~~September 30, 2016~~March 31, 2020 were ~~positively~~negatively impacted by anspecial items consisting of a non-cash LCM inventory adjustment of approximately ~~$104.0~~$1,285.6 million and debt extinguishment costs associated with the early redemption of our 2023 Senior Notes of $22.2 million. These unfavorable impacts were partially offset by the change in the fair value of the Martinez Contingent Consideration of $53.0 million. The LCM inventory adjustments were recorded due to movements in the price of crude oil and refined products in the periods presented.

Excluding the impact of these special items, our results ~~were positively~~continue to be negatively impacted by ~~higher~~the ongoing COVID-19 pandemic which has caused a significant decline in the demand for our refined products and a decrease in the prices for crude oil and refined products, both of which have negatively impacted our revenues, cost of products sold and operating income. In addition, during the three months ended March 31, 2021, we experienced unfavorable movements in certain crude oil differentials and overall lower throughput volumes atand barrels sold across the majority of our refineries, ~~and higher crack spreads realized at each of our refineries, which were impacted by the hurricane-related reduction in~~as well as lower refining ~~throughput~~margins, despite stronger refining margins in the ~~Gulf Coast region and tightening product inventories, specifically distillates. Notably, we benefited from the improved operating performance of our Chalmette and Torrance refineries.~~Mid-Continent.

Revenues— Revenues totaled ~~$5.5~~$4.9 billion for the three months ended ~~September 30, 2017~~March 31, 2021 compared to ~~$4.5~~$5.3 billion for the three months ended ~~September 30, 2016, an increase~~March 31, 2020, a decrease of approximately ~~$1.0~~$0.4 billion, or ~~21.5%~~7.5%. Revenues per barrel were ~~$63.75~~$67.31 and ~~$62.32~~$57.70 for the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively, an increase of ~~2.3%~~16.7% directly related to higher hydrocarbon commodity prices. For the three months ended ~~September 30, 2017,~~March 31, 2021, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately ~~343,700~~242,800 bpd, ~~160,600~~117,200 bpd, ~~200,400~~153,800 bpd and ~~145,000~~231,700 bpd, respectively. For the

three months ended ~~September 30, 2016,~~March 31, 2020, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately ~~315,900~~329,300 bpd, ~~165,300~~90,100 bpd, ~~165,600~~174,500 bpd and ~~139,500~~259,000 bpd, respectively. Our East Coast and Gulf Coast refineries’ throughput rates increased in the third quarter of 2017 as compared to the same period of 2016 as a result of improved operational performance following the completion of planned turnarounds at our Delaware City and Chalmette refineries in the first and second quarters of 2017, respectively. Our West Coast refinery underwent its first major turnaround under our ownership for a majority of the second quarter in 2017, following which its throughput rates in the third quarter of 2017 were significantly above the same period of 2016. For ~~the~~ three months ended ~~September 30, 2017,~~March 31, 2021, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately ~~359,700~~270,800 bpd, ~~167,300~~129,800 bpd, ~~233,400~~154,000 bpd and ~~173,300~~256,400 bpd, respectively. For the three months ended ~~September 30, 2016,~~March 31, 2020, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately ~~345,800~~365,300 bpd, ~~177,200~~131,300 bpd, ~~209,300~~213,800 bpd and ~~177,100~~291,400 bpd, respectively.

The throughput rates at the majority of our refineries were lower in the three months ended March 31, 2021 compared to the same period in 2020, slightly offset by higher rates in the Mid-Continent. We operated our refineries at reduced rates beginning in March 2020 and, based on current market conditions, we plan on continuing to operate our refineries at lower utilization until such time that sustained product demand justifies higher production. 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.~~our refineries.

Consolidated Gross Margin— ~~Gross~~Consolidated gross margin ~~including refinery operating expenses and depreciation,~~ totaled ~~$604.1~~$85.3 million ~~or $7.73 per barrel of throughput,~~ for the three months ended ~~September 30, 2017~~March 31, 2021, compared to ~~$149.0~~$(1,386.3) million ~~or $2.06 per barrel of throughput,~~ for the three months ended ~~September 30, 2016,~~March 31, 2020, an increase of approximately ~~$455.1~~$1,471.6 million. Gross refining margin (as described below in Non-GAAP Financial Measures) totaled ~~$1,064.0~~$650.2 million, or ~~$13.61~~$9.70 per barrel of throughput ~~($798.9 million or $10.22 per barrel of throughput excluding the impact of special items),~~ for the three months ended ~~September 30, 2017~~March 31, 2021 compared to ~~$604.4~~$(773.4) million, or ~~$8.36~~$(9.96) per barrel of throughput ~~($500.4 million or $6.92 per barrel of throughput excluding the impact of special items)~~ for the three months ended ~~September 30, 2016,~~March 31, 2020, an increase of approximately ~~$459.7~~$1,423.6 million. Gross refining margin excluding special items totaled $244.6 million or ~~$298.6 million excluding special items.~~

~~Excluding the impact~~$3.65 per barrel of ~~special items, gross margin and gross refining margin increased due to improved crack spreads and higher~~ throughput ~~rates in the East Coast, Gulf Coast and West Coast and reduced costs to comply with the RFS. Costs to comply with our obligation under the RFS totaled $83.4 million~~ for the three months ended ~~September 30, 2017~~March 31, 2021 compared to ~~$94.7~~$512.2 million or $6.60 per barrel of throughput for the three months ended ~~September 30, 2016. In addition,~~March 31, 2020, a decrease of $267.6 million.

Consolidated gross margin and gross refining margin were positively impacted by a non-cash LCM ~~inventory~~ adjustment of approximately ~~$265.1~~$405.6 million on a net basis resulting from anthe increase in crude oil and refined product prices ~~in comparison~~from the year ended 2020 to ~~the prices at~~ the end of the ~~second~~first quarter of ~~2017. The~~2021. Gross refining margin excluding the impact of special items decreased due to unfavorable movements in certain crude differentials, and an overall decrease in throughput rates and refining margins. For the three months ended March 31, 2020, special items impacting our margin calculations included a non-cash LCM ~~adjustment increased gross margin~~inventory charge of approximately $1,285.6 million on a net basis, resulting from a decrease in crude oil and ~~gross refining margin~~refined product prices.

Additionally, our results continue to be impacted by ~~approximately $104.0~~significant costs to comply with the Renewable Fuel Standard. Total Renewable Fuel Standard compliance costs were $283.1 million for the three months ended March 31, 2021 in comparison to $36.8 million for the ~~third quarter of 2016.~~three months ended March 31, 2020.

Average industry ~~refining~~ margins ~~in the Mid-Continent~~ were ~~stronger~~mixed during the three months ended ~~September 30, 2017 as compared~~March 31, 2021 in comparison to the same period in ~~2016. The WTI (Chicago) 4-3-1 industry crack spread was $18.82 per barrel, or 38.0% higher, in~~2020, primarily due to varying timing and extent of the ~~three months ended September 30, 2017 as compared to $13.64 per barrel in~~impacts of the ~~same period in 2016. Our margins were unfavorably impacted by our refinery specific crude slate in the Mid-Continent which was impacted by a declining WTI/Bakken differential~~COVID-19 pandemic on regional demand and a declining WTI/Syncrude differential, which averaged a premium of $1.95 per barrel during the three months ended September 30, 2017 as compared to a premium of $0.95 per barrel in the same period of 2016.commodity prices.

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $18.12 per barrel, or 40.0% higher, in the three months ended September 30, 2017 as compared to $12.94 per barrel in the same period in 2016. The Dated Brent/WTI differential and Dated Brent/Maya differential were $2.95 and $1.88 higher, respectively, in the three months ended September 30, 2017 as compared to the same period in 2016, partially offset by adverse movements in the WTI/Bakken differential, which was approximately $2.10 per barrel less favorable (a premium of $0.69 in 2017 as compared to a discount of $1.41 in 2016) in the three months ended September 30, 2017 as compared to the same period in 2016.

Gulf Coast industry refining margins improved significantly during the three months ended September 30, 2017 as compared to the same period in 2016. The LLS (Gulf Coast) 2-1-1 industry crack spread was $16.69 per barrel, or 45.0% higher, in the three months ended September 30, 2017 as compared to $11.51 per barrel in the same period in 2016. Crude differentials weakened with the WTI/LLS differential averaging a premium of $3.49

~~per barrel during the three months ended September 30, 2017 as compared to a premium of $1.65 per barrel in the same period of 2016.~~

Additionally, we benefited from improvements in the West Coast industry refining margins during the three months ended September 30, 2017 as compared to the same period in 2016. The ANS (West Coast) 4-3-1 industry crack spread was $20.66 per barrel, or 32.4% higher, in the three months ended September 30, 2017 as compared to $15.61 per barrel in the same period in 2016. Partially offsetting the improved crack spreads, crude differentials weakened with the WTI/ANS differential averaging a premium of $3.86 per barrel during the three months ended September 30, 2017 as compared to a discount of $0.23 per barrel in the same period of 2016.

Favorable movements in ~~these~~ benchmark crude differentials typically result in lower crude costs and positively impact our earnings while reductions in these benchmark crude differentials typically result in higher crude costs and negatively impact our earnings.

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $12.06 per barrel, or 21.1% higher, in the three months ended March 31, 2021, as compared to $9.96 per barrel in the same period in 2020. Our margins were negatively impacted from our refinery specific slate on the East Coast by weakened Dated Brent/Maya and WTI/Bakken differentials, which decreased by $4.34 per barrel and $2.96 per barrel, respectively, in comparison to the same period in 2020. The WTI/WCS differential decreased to $12.01 per barrel in 2021 compared to $16.85 in 2020, which unfavorably impacted our cost of heavy Canadian crude.

Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $11.56 per barrel, or 56.9% higher, in the three months ended March 31, 2021 as compared to $7.37 per barrel in the same period in 2020. Our margins were negatively impacted from our refinery specific slate in the Mid-Continent by a decreasing WTI/Bakken differential, which averaged $0.50 per barrel in the three months ended March 31, 2021, as compared to $3.46 per barrel in the same period in 2020. Additionally, the WTI/Syncrude differential averaged $0.97 per barrel during the three months ended March 31, 2021 as compared to $1.80 per barrel in the same period of 2020.

On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $12.05 per barrel, or 15.6% higher, in the three months ended March 31, 2021 as compared to $10.42 per barrel in the same period in 2020. Margins on the Gulf Coast were positively impacted from our refinery specific slate by a strengthening WTI/LLS differential, which averaged a premium of $2.13 per barrel during the three months ended March 31, 2021 as compared to a premium of $2.25 per barrel in the same period of 2020.

On the West Coast, the ANS (West Coast) 4-3-1 industry crack spread was $15.75 per barrel, or 17.9% higher, in the three months ended March 31, 2021 as compared to $13.36 per barrel in the same period in 2020. Additionally (West Coast) 3-2-1 industry crack spread was $12.92 per barrel, or 33.9% higher, in the three months ended March 31, 2021 as compared to $9.65 per barrel in the same period in 2020. Our margins on the West Coast were positively impacted from our refinery specific slate by a strengthening WTI/ANS differential, which averaged a premium of $2.94 per barrel during the three months ended March 31, 2021 as compared to a premium of $5.51 per barrel in the same period of 2020.

Operating Expenses— Operating expenses totaled ~~$389.6~~$460.2 million, or ~~$4.98~~$6.86 per barrel of throughput, for the three months ended ~~September 30, 2017~~March 31, 2021 compared to ~~$404.0~~$507.5 million, or ~~$5.59~~$6.54 per barrel of throughput, for the three months ended ~~September 30, 2016,~~March 31, 2020, a decrease of ~~$14.5~~approximately $47.3 million, or ~~3.6%~~9.3%. ~~The decrease~~Decreases in operating expenses ~~was~~were mainly attributable to ~~lower outside services costs as~~cost reductions associated with the East Coast Refining Reconfiguration (East Coast operating expenses decreased by $41.9 million when compared to the same period in ~~2016 across all~~2020). The decrease in total operating expenses for the three months ended March 31, 2021, is in line with our cost reduction initiatives taken to strengthen our financial flexibility and offset the negative impact of ~~our refineries partially offset by higher maintenance costs due to increased throughput.~~COVID-19. Such initiatives, aside from the East Coast Refining Reconfiguration, also include significant reductions in discretionary activities and third-party services.

General and Administrative Expenses— General and administrative expenses totaled ~~$54.7~~$42.9 million for the three months ended ~~September 30, 2017~~March 31, 2021 compared to ~~$39.9~~$78.2 million for the three months ended ~~September 30, 2016, an increase~~March 31, 2020, a decrease of approximately ~~$14.8~~$35.3 million or ~~37.0%~~45.1%. The ~~increase~~decrease in general and administrative expenses for the three months ended ~~September 30, 2017 over the same period of 2016 primarily relates to increases~~March 31, 2021 in ~~employee related expenses of $21.5 million driven by higher incentive compensation in the third quarter of 2017 as compared~~comparison to the ~~third quarter of 2016. This increase was partially offset by~~three months ended March 31, 2020 primarily related to reductions in outside service costs and lower ~~costs associated with acquisition~~salaries wages and ~~integration related activities which were $7.0 million lower in the current quarter as compared to the same quarter of 2016.~~benefits. Our general and administrative expenses are comprised of ~~the~~ personnel, facilities and other infrastructure costs necessary to support our refineries.

~~Loss~~Gain on Sale of Assets— There was a ~~de minimis loss on sale~~gain of ~~assets~~$0.6 million for the three months ended ~~September 30, 2017 relating~~March 31, 2021 related primarily to ~~non-operating refinery assets compared to a loss of $8.2 million on~~ the sale of non-operating refinery ~~assets~~assets. There was no such gain for the three months ended ~~September 30, 2016.~~March 31, 2020.

Depreciation and Amortization Expense— Depreciation and amortization expense totaled ~~$72.9~~$108.1 million for the three months ended ~~September 30, 2017~~March 31, 2021 (including ~~$70.3~~$104.7 million recorded within Cost of sales) compared to ~~$52.7~~$108.3 million for the three months ended ~~September 30, 2016~~March 31, 2020 (including ~~$51.3~~$105.4 million recorded within Cost of sales), ~~an increase~~a decrease of ~~$20.2~~approximately $0.2 million. The ~~increase~~decrease was a result of ~~additional~~reduced depreciation and amortization expense associated with certain idled units as a ~~general increase~~result of the East Coast Refining Reconfiguration.

Change in ~~our fixed asset base due~~Fair Value of Contingent Consideration— Change in fair value of contingent consideration represented a loss of $29.5 million for the three months ended March 31, 2021 in comparison to ~~capital projects~~a gain of $53.0 million for the three months ended March 31, 2020. These losses and ~~turnarounds completed since~~gains represent the ~~third quarter 2016, including~~changes in estimated fair value of the ~~first significant turnaround under our ownership at our Torrance refinery, which was completed early in the third quarter of 2017.~~Martinez Contingent Consideration associated with acquisition related earn-out obligations.

Change in Fair Value of Catalyst ~~Leases~~Obligations— Change in ~~the~~ fair value of catalyst ~~leases~~obligations represented a ~~gain~~loss of ~~$0.5~~$10.0 million for the three months ended ~~September 30, 2017~~March 31, 2021 compared to a gain of ~~$0.1~~$11.7 million for the three months ended ~~September 30, 2016.~~March 31, 2020. 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,~~metal catalysts, which we are obligated to repurchase at fair market value onupon lease termination.

Debt Extinguishment Costs— We incurred debt extinguishment costs of $22.2 million in the ~~lease termination dates.~~three months ended March 31, 2020 related to the early redemption of our 2023 Senior Notes. There were no such costs in the three months ended March 31, 2021.

Interest Expense, net— Interest expense totaled ~~$29.3~~$69.6 million for the three months ended ~~September 30, 2017~~March 31, 2021 compared to ~~$33.9~~$36.5 million for the three months ended ~~September 30, 2016, a decrease~~March 31, 2020, an increase of approximately ~~$4.6~~$33.1 million. This net ~~decrease~~increase is ~~primarily~~mainly attributable to ~~lower~~higher interest ~~expense on a portion~~costs associated with the issuance of ~~our senior notes that were refinanced~~the 2025 Senior Secured Notes in May ~~2017 (see “Note 5 - Debt” for additional details).~~2020 and December 2020. Interest expense includes interest on long-term debt, ~~and notes payable,~~ costs related to the sale and leaseback of our precious ~~metals catalyst,~~metal catalysts, 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~~Condensed Consolidated Financial Statements generally do not include a benefit or ~~provision~~expense for income taxes for the three months ended ~~September 30, 2017~~March 31, 2021 and ~~September 30, 2016,~~March 31, 2020, respectively, apart from the income tax attributable to two subsidiaries acquired in connection with the acquisition of the Chalmette ~~Acquisition~~refinery in the fourth quarter of 2015 and ~~our wholly-owned Canadian subsidiary,~~ PBF Energy Limited (“PBF ~~Ltd.”~~Ltd”). ~~The two~~These subsidiaries ~~acquired in connection with the Chalmette Acquisition~~ are treated as C-Corporations for income tax purposes.

~~We incurred a net~~ An income tax benefit of ~~$4.3~~$10.6 million ~~and income tax expense of $2.3 million~~was recorded for the three months ended ~~September 30, 2017 and September 30, 2016, respectively, reflecting a net loss from our taxable subsidiaries~~March 31, 2021 in comparison to an income tax expense of $14.2 million recorded for the three months ended ~~September 30, 2017 as compared to net earnings from our taxable subsidiaries in the three months ended September 30, 2016.~~

~~Nine Months EndedSeptember 30, 2017 Compared~~March 31, 2020, primarily attributable to the ~~Nine Months Ended September 30, 2016~~results of PBF Ltd.

~~Overview—~~ ~~Net income was $255.2 million for the nine months ended September 30, 2017 compared to$148.1 million for the nine months ended September 30, 2016.~~

Our results for the nine months ended September 30, 2017 were net positively impacted by special items. During the nine months ended September 30, 2017, we incurred a positive special item in the form of a non-cash LCM inventory adjustment of approximately $97.9 million, which was partially offset by a special item related to debt extinguishment costs associated with the early retirement of our 2020 Senior Secured Notes of $25.5 million. Our results for the nine months ended September 30, 2016 were positively impacted by an LCM inventory adjustment of approximately $320.8 million. The LCM inventory adjustments were recorded due to movements in the price of crude oil and refined products in the periods presented. Excluding the impact of these special items, our results were positively impacted by higher throughput volumes at the majority of our refineries and higher crack spreads realized at each of our refineries, which were impacted by the hurricane-related reduction in refining throughput in the Gulf Coast region and tightening product inventories, specifically distillates, as well as lower costs to comply with the RFS. Notably, we benefited from the improved operating performance of our Chalmette and Torrance refineries.

~~Revenues—~~ Revenues totaled $15.2 billion for the nine months ended September 30, 2017 compared to $11.2 billion for the nine months ended September 30, 2016, an increase of approximately $4.1 billion, or 36.5%. Revenues per barrel were $62.34 and $57.25 for the nine months ended September 30, 2017 and 2016, respectively, an increase of 8.9% directly related to higher hydrocarbon commodity prices. For the nine months ended September 30, 2017, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 330,100 bpd, 146,500 bpd, 182,600 bpd and 126,900 bpd, respectively. For the nine months ended September 30, 2016, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 327,900 bpd, 165,700 bpd, 171,300 bpd and 139,600 bpd, respectively. The throughput rates at our East Coast refineries were substantially unchanged in 2017 compared to 2016. Our West Coast refinery was not acquired until the beginning of the third quarter of 2016. The decrease in throughput rates at our West Coast refinery in 2017 compared to 2016 is primarily due to planned downtime at our Torrance refinery for its first significant turnaround under our ownership, which was completed early in the third quarter of 2017. For the nine months ended September 30, 2017, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 358,000 bpd, 160,600 bpd, 221,700 bpd and 155,200 bpd, respectively. For the nine months ended September 30, 2016, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 366,000 bpd, 175,700 bpd, 209,000 bpd and 177,100 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 margin, including refinery operating expenses and depreciation, totaled $506.6 million, or $2.36 per barrel of throughput, for the nine months ended September 30, 2017 compared to $405.9~~

million, or $2.09 per barrel of throughput, for the nine months ended September 30, 2016, an increase of $100.7 million. Gross refining margin (as described below in Non-GAAP Financial Measures) totaled $1,912.9 million, or $8.91 per barrel of throughput ($1,814.9 million or $8.46 per barrel of throughput excluding the impact of special items), for the nine months ended September 30, 2017 compared to $1,529.6 million, or $7.85 per barrel of throughput ($1,208.7 million or $6.20 per barrel of throughput excluding the impact of special items) for the nine months ended September 30, 2016, an increase of approximately $383.3 million or $606.2 million excluding special items.

Excluding the impact of special items, gross margin and gross refining margin increased due to improved crack spreads for each of our refineries, reduced costs to comply with the RFS and positive margin contributions from our Torrance refinery following its first significant turnaround under our ownership, which was completed early in the third quarter of 2017. Costs to comply with our obligation under the RFS totaled $203.2 million for the nine months ended September 30, 2017 compared to $251.9 million for the nine months ended September 30, 2016. In addition, gross margin and gross refining margin were positively impacted by a non-cash LCM inventory adjustment of approximately $97.9 million on a net basis resulting from an increase in crude oil and refined product prices in comparison to the prices at year end. The non-cash LCM inventory adjustment increased gross margin and gross refining margin by approximately $320.8 million for the nine months ended September 30, 2016.

Average industry refining margins in the Mid-Continent were stronger during the nine months ended September 30, 2017 as compared to the same period in 2016. The WTI (Chicago) 4-3-1 industry crack spread was $14.70 per barrel, or 12.5% higher, in the nine months ended September 30, 2017 as compared to $13.07 per barrel in the same period in 2016. Our margins were unfavorably impacted by our refinery specific crude slate in the Mid-Continent which was impacted by a declining WTI/Bakken differential partially offset by an improving WTI/Syncrude differential, which averaged a premium of $1.86 per barrel during the nine months ended September 30, 2017 as compared to a premium of $2.67 per barrel in the same period of 2016.

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $14.84 per barrel, or 12.6% higher in the nine months ended September 30, 2017 as compared to $13.18 per barrel in the same period in 2016. The Dated Brent/Maya differential was $0.80 lower in the nine months ended September 30, 2017 as compared to the same period in 2016. The Dated Brent/WTI differential was $1.83 higher in the nine months ended September 30, 2017 as compared to the same period in 2016, partially offset by a narrowing WTI/Bakken differential, which was approximately $0.95 per barrel less favorable in the nine months ended September 30, 2017 as compared to the same period in 2016.

Gulf Coast industry refining margins improved during the nine months ended September 30, 2017 as compared to the same period in 2016. The LLS (Gulf Coast) 2-1-1 industry crack spread was $13.75 per barrel, or 32.9% higher, in the nine months ended September 30, 2017 as compared to $10.35 per barrel in the same period in 2016. Crude differentials slightly decreased with the WTI/LLS differential averaging a premium of $2.41 per barrel during the nine months ended September 30, 2017 as compared to a premium of $1.79 per barrel in the same period of 2016.

Additionally, we benefited from improvements in the West Coast industry refining margins during the nine months ended September 30, 2017 as compared to the same period in 2016. The ANS (West Coast) 4-3-1 industry crack spread was $18.78 per barrel, or 9.1% higher, in the nine months ended September 30, 2017 as compared to $17.22 per barrel in the same period in 2016. Partially offsetting the improved crack spreads, crude differentials weakened with the WTI/ANS differential averaging a premium of $2.82 per barrel during the nine months ended September 30, 2017 as compared to a premium of $0.17 per barrel in the same period of 2016. As the Torrance refinery was not acquired until the beginning of the third quarter of 2016, we did not benefit from the contribution of this refinery for the full nine months of the prior year.

Favorable movements in these benchmark crude differentials typically result in lower crude costs and positively impact our earnings while reductions in these benchmark crude differentials typically result in higher crude costs and negatively impact our earnings.

~~Operating Expenses~~— Operating expenses totaled $1,225.0 million, or $5.71 per barrel of throughput, for the nine months ended September 30, 2017 compared to $972.2 million, or $4.98 per barrel of throughput, for the nine months ended September 30, 2016, an increase of $252.8 million, or 26.0%. The increase in operating expenses was mainly attributable to an increase of $237.3 million in costs associated with the Torrance refinery and related logistics assets. Total operating expenses for the nine months ended September 30, 2017, excluding our Torrance refinery, increased due to higher maintenance and utility costs across all our other refineries.

~~General and Administrative Expenses~~— General and administrative expenses totaled $130.1 million for the nine months ended September 30, 2017 compared to $111.3 million for the nine months ended September 30, 2016, an increase of approximately $18.8 million or 16.9%. The increase in general and administrative expenses for the nine months ended September 30, 2017 over the same period of 2016 primarily relates to increased employee related expenses of $28.3 million driven by higher incentive compensation costs in the nine months ended September 30, 2017 as compared to the same period in 2016 as well as higher employee headcount. These increases were partially offset by lower costs associated with the acquisition and integration related activities which were approximately $10.1 million lower in the nine months ended September 30, 2017 as compared to the same period of 2016. Our general and administrative expenses are comprised of the personnel, facilities and other infrastructure costs necessary to support our refineries.

~~Loss on Sale of Assets~~— There was a loss of $0.9 million on sale of assets for the nine months ended September 30, 2017 relating to non-operating refinery assets as compared to a loss of $11.4 million on the sale of assets for the nine months ended September 30, 2016 relating to the sale of non-operating refinery assets.

~~Depreciation and Amortization Expense~~— Depreciation and amortization expense totaled $191.6 million for the nine months ended September 30, 2017 (including $181.2 million recorded within Cost of sales) compared to $155.9 million for the nine months ended September 30, 2016 (including $151.5 million recorded within Cost of sales), an increase of approximately $35.7 million. The increase was a result of additional depreciation expense associated with the assets acquired in the Torrance Acquisition and a general increase in our fixed asset base due to capital projects and turnarounds completed since the third quarter of 2016.

~~Change in Fair Value of Catalyst Leases~~— Change in the fair value of catalyst leases represented a loss of $1.0 million for the nine months ended September 30, 2017 compared to a loss of $4.6 million for the nine months ended September 30, 2016. These losses 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.

~~Debt extinguishment costs~~ - Debt extinguishment costs of $25.5 million incurred in the nine months ended September 30, 2017 relate to nonrecurring charges associated with debt refinancing activity calculated based on the difference between the carrying value of the 2020 Senior Secured Notes on the date that they were reacquired and the amount for which they were reacquired. There were no such costs in the same period of 2016.

~~Interest Expense, net—~~ Interest expense totaled $92.8 million for the nine months ended September 30, 2017 compared to $98.4 million for the nine months ended September 30, 2016, a decrease of approximately $5.7 million. This net decrease is attributable to lower interest expense on a portion of our senior notes that were refinanced in May 2017 (see “Note 5 - Debt” for additional details). 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 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 nine months ended September 30, 2017 and September 30, 2016, respectively, apart from the income tax attributable to two subsidiaries acquired in connection with the Chalmette Acquisition in the fourth quarter of 2015 and our wholly-owned Canadian subsidiary, PBF Ltd.. The two subsidiaries acquired in connection with the Chalmette Acquisition are treated as C-Corporations for income tax purposes.

Income tax expense was $2.0 million and $29.3 million for the nine months ended September 30, 2017 and September 30, 2016, respectively. Income tax expense for the nine months ended September 30, 2016 included a charge of $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”~~Non-GAAP”). These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with ~~GAAP,~~accounting principles generally accepted in the United States of America (“GAAP”), and our calculations thereof may not be comparable to similarly entitled measures reported by other companies.

Special Items

The ~~non-GAAP~~Non-GAAP measures presented include EBITDA excluding special items and gross refining margin excluding special items. ~~The special~~Special items for the periods presented relate to an LCM inventory ~~adjustment and~~adjustments, debt extinguishment costs ~~(as further explained~~and changes in “~~Notes~~fair value of contingent consideration. See “Notes to Non-GAAP Financial Measures” below for more details on ~~page 60).~~all special items disclosed. Although we believe that ~~non-GAAP~~Non-GAAP financial measures, excluding the impact of special items, provide useful supplemental information to investors regarding the results and performance of our business and allow for helpful period-over-period comparisons, such ~~non-GAAP~~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 and Gross Refining Margin Excluding Special Items

Gross refining margin is defined as consolidated gross margin excluding refinery depreciation and operating ~~expenses related to the refineries.~~expenses. We believe both gross refining marginand gross refining margin excluding special items are important measures of operating performance and provide useful information to investors because they are helpful metric comparisons to the industry refining margin benchmarks, as the refining margin benchmarks do not include a charge for refinery operating expenses and depreciation. In order to assess our operating performance, we compare our gross refining margin ~~(revenue~~(revenues less cost of products and other) to industry refining margin benchmarks and crude oil prices as defined in the table below.

Neither gross refining margin nor gross refining margin excluding special items should be considered an alternative to consolidated gross margin, ~~operating~~ income from operations, net cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Gross refining margin and gross refining margin excluding special items presented by other companies may not be comparable to our presentation, since each company may define these terms differently.

The following table presents our GAAP calculation of gross margin and a reconciliation of gross refining margin to the most directly comparable GAAP financial measure, consolidated gross margin, on a historical basis, as applicable, for each of the periods indicated (in ~~thousands,~~millions, except per barrel amounts):

Three Months Ended September 30,
2017 2016
$ per barrel of throughput $ per barrel of throughput
Calculation of gross margin:
Revenues $ 5,475,816
$ 70.05
$ 4,508,613
$ 62.32
Less: Cost of products and other 4,411,809
56.44
3,904,258
53.96
Less: Refinery operating expenses 389,591
4.98
404,045
5.59
Less: Refinery depreciation expenses 70,338
0.90
51,337
0.71
Gross margin $ 604,078
$ 7.73
$ 148,973
$ 2.06
Reconciliation of gross margin to gross refining margin:
Gross margin $ 604,078
$ 7.73
$ 148,973
$ 2.06
Add: Refinery operating expenses 389,591
4.98
404,045
5.59
Add: Refinery depreciation expense 70,338
0.90
51,337
0.71
Gross refining margin $ 1,064,007
$ 13.61
$ 604,355
$ 8.36
Special items:
Add: Non-cash LCM inventory adjustment (1) (265,077 ) (3.39 ) (103,990 ) (1.44 )
Gross refining margin excluding special items $ 798,930
$ 10.22
$ 500,365
$ 6.92



















	Three Months Ended March 31,
	2021				2020
	$		per barrel of throughput		$		per barrel of throughput
Calculation of consolidated gross margin:
Revenues	$	4,913.2	$	73.22	$	5,260.0	$	67.77
Less: Cost of sales	4,827.9		71.94		6,646.3		85.63
Consolidated gross margin	$	85.3	$	1.28	$	(1,386.3)	$	(17.86)
Reconciliation of consolidated gross margin to gross refining margin and gross refining margin excluding special items:
Consolidated gross margin	$	85.3	$	1.28	$	(1,386.3)	$	(17.86)
Add: Refinery operating expense	460.2		6.86		507.5		6.54
Add: Refinery depreciation expense	104.7		1.56		105.4		1.36
Gross refining margin	$	650.2	$	9.70	$	(773.4)	$	(9.96)
Special items:(1)
Add: Non-cash LCM inventory adjustment	(405.6)		(6.05)		1,285.6		16.56
Gross refining margin excluding special items	$	244.6	$	3.65	$	512.2	$	6.60

——————————

See Notes to Non-GAAP Financial ~~Measures on page 60~~

Nine Months Ended September 30,
2017 2016
$ per barrel of throughput $ per barrel of throughput
Calculation of gross margin:
Revenues $ 15,239,265
$ 71.02
$ 11,164,571
$ 57.25
Less: Cost of products and other 13,326,396
62.11
9,634,989
49.40
Less: Refinery operating expenses 1,225,014
5.71
972,223
4.98
Less: Refinery depreciation expenses 181,238
0.84
151,473
0.78
Gross margin $ 506,617
$ 2.36
$ 405,886
$ 2.09
Reconciliation of gross margin to gross refining margin:
Gross margin $ 506,617
$ 2.36
$ 405,886
$ 2.09
Add: Refinery operating expenses 1,225,014
5.71
972,223
4.98
Add: Refinery depreciation expense 181,238
0.84
151,473
0.78
Gross refining margin $ 1,912,869
$ 8.91
$ 1,529,582
$ 7.85
Special items:
Add: Non-cash LCM inventory adjustment (1) (97,943 ) (0.45 ) (320,833 ) (1.65 )
Gross refining margin excluding special items $ 1,814,926
$ 8.46
$ 1,208,749
$ 6.20

~~——————————~~

~~See Notes to Non-GAAP Financial Measures on page 60~~

Measures.

EBITDA, EBITDA Excluding Special Items and Adjusted EBITDA

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

EBITDA, EBITDA excluding special items and Adjusted EBITDA are not presentations made in accordance with GAAP and our computation of EBITDA, EBITDA excluding special items and Adjusted EBITDA may vary from others in our industry. In addition, Adjusted EBITDA contains some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the agreements governing our senior notes and other credit facilities. EBITDA, EBITDA excluding special items and Adjusted EBITDA should not be considered as alternatives to ~~operating~~ income ~~(loss)~~from operations or net income ~~(loss)~~ as measures of operating performance. In addition, EBITDA, EBITDA excluding special items and Adjusted EBITDA are not presented as, and should not be considered, an alternative to cash flows from operations as a measure of liquidity. Adjusted EBITDA is defined as EBITDA before adjustments for items such as ~~equity-based~~stock-based compensation expense, ~~gains (losses) from certain derivative activities and contingent consideration,~~ the non-cash change in the ~~deferral~~fair value of ~~gross profit related to the sale of certain finished products,~~catalyst obligations, the write down of inventory to the LCM, ~~and~~ debt extinguishment costs related to refinancing ~~activities.~~activities, change in the fair value of contingent consideration and certain other non-cash items. Other companies, including other companies in our

industry, may calculate EBITDA, EBITDA excluding special items and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. EBITDA, EBITDA excluding special items and Adjusted EBITDA also have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include that EBITDA, EBITDA excluding special items and Adjusted EBITDA:

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

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

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

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

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

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

The following tables reconcile net income (loss) as reflected in our results of operations to EBITDA, EBITDA excluding special items and Adjusted EBITDA for the periods presented (in ~~thousands)~~millions):


																	Three Months Ended March 31,
		Three Months Ended September 30,						Nine Months Ended September 30,										2021		2020

			2017			2016									2017	2016

Reconciliation of net income to EBITDA and EBITDA excluding special items:
Net income		$	526,080		$	65,072		$	255,164		$	148,148
Reconciliation of net income (loss) to EBITDA and EBITDA excluding special items:														Reconciliation of net income (loss) to EBITDA and EBITDA excluding special items:
Net income (loss)														Net income (loss)				$	(56.9)	$	(1,474.6)
Add: Depreciation and amortization expense	Add: Depreciation and amortization expense	72,910			52,678			191,593			155,890			Add: Depreciation and amortization expense				108.1		108.3
Add: Interest expense, net	Add: Interest expense, net	29,269			33,896			92,782			98,446			Add: Interest expense, net				69.6		36.5
Add: Income tax (benefit) expense	Add: Income tax (benefit) expense	(4,292		)	2,291			2,040			29,287			Add: Income tax (benefit) expense				(10.6)		14.2
EBITDA	EBITDA	$	623,967		$	153,937		$	541,579		$	431,771		EBITDA				$	110.2	$	(1,315.6)
Special Items:
Add: Non-cash LCM inventory adjustment (1)		(265,077		)	(103,990		)	(97,943		)	(320,833		)
Add: Debt extinguishment costs (1)		—			—			25,451			—
Special Items:(1)														Special Items:(1)
Add: Non-cash LCM inventory adjustment														Add: Non-cash LCM inventory adjustment				(405.6)		1,285.6
Add: Change in fair value of contingent consideration														Add: Change in fair value of contingent consideration				29.5		(53.0)
Add: Debt extinguishment costs														Add: Debt extinguishment costs				—		22.2

EBITDA excluding special items	EBITDA excluding special items	$	358,890		$	49,947		$	469,087		$	110,938		EBITDA excluding special items				$	(265.9)	$	(60.8)

Reconciliation of EBITDA to Adjusted EBITDA:	Reconciliation of EBITDA to Adjusted EBITDA:													Reconciliation of EBITDA to Adjusted EBITDA:
EBITDA	EBITDA	$	623,967		$	153,937		$	541,579		$	431,771		EBITDA				$	110.2	$	(1,315.6)
Add: Stock based compensation		3,415			2,659			13,549			12,658
Add: Non-cash change in fair value of catalyst leases		(473		)	(77		)	1,011			4,556
Add: Stock-based compensation														Add: Stock-based compensation				6.4		8.3
Add: Change in fair value of catalyst obligations														Add: Change in fair value of catalyst obligations				10.0		(11.7)
Add: Non-cash LCM inventory adjustment (1)	Add: Non-cash LCM inventory adjustment (1)	(265,077		)	(103,990		)	(97,943		)	(320,833		)	Add: Non-cash LCM inventory adjustment (1)				(405.6)		1,285.6
Add: Change in fair value of contingent consideration (1)														Add: Change in fair value of contingent consideration (1)				29.5		(53.0)

Add: Debt extinguishment costs (1)	Add: Debt extinguishment costs (1)	—			—			25,451			—			Add: Debt extinguishment costs (1)				—		22.2

Adjusted EBITDA	Adjusted EBITDA	$	361,832		$	52,529		$	483,647		$	128,152		Adjusted EBITDA				$	(249.5)	$	(64.2)

——————————

See Notes to Non-GAAP Financial ~~Measures on page 60~~Measures.

Notes to Non-GAAP Financial Measures

The following notes are applicable to the Non-GAAP Financial Measures above:

~~(1)~~

Special items: In accordance with GAAP, we are required to state our inventories at the lower of cost or market. Our inventory 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 an LCM inventory adjustment is recorded to reflect the net change in the LCM inventory reserve between the prior period and the current period.

(1)Special items:

LCM inventory adjustment - LCM is a GAAP requirement related to inventory valuation that mandates inventory to be stated at the lower of cost or market. Our inventories are stated at the lower of cost or market. Cost is determined using the 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 an LCM inventory adjustment is recorded to reflect the net change in the LCM inventory reserve between the prior period and the current period. The net impact of these LCM inventory adjustments are included in income from operations, but are excluded from the operating results presented, as applicable, in order to make such information comparable between periods.

The following table includes the ~~lower of cost or market~~LCM inventory reserve as of each date presented (in ~~thousands)~~millions):

2017 2016
January 1, $ 595,988
$ 1,117,336
June 30, 763,122
900,493
September 30, 498,045
796,503


	2021		2020
January 1,	$	669.6	$	401.6
March 31,	264.0		1,687.2

The following table includes the corresponding impact of changes in the ~~lower of cost or market~~LCM inventory reserve on both ~~operating~~ income (loss) from operations and net income (loss) for the periods presented (in ~~thousands)~~millions):

Three Months Ended September 30, Nine Months Ended
September 30,

2017 2016 2017 2016
Net LCM inventory adjustment benefit in both operating and net income $ 265,077
$ 103,990
$ 97,943
$ 320,833


	Three Months Ended March 31,

		2021		2020
Net LCM inventory adjustment benefit (charge) in both income (loss) from operations and net income (loss)		$	405.6	$	(1,285.6)

~~Additionally, during~~

Change in Fair Value of Contingent Consideration - During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, we recorded a change in fair value of the contingent consideration related to the Martinez Contingent Consideration which decreased income from operations and net income by $29.5 million. During the three months ended March 31, 2020, we recorded a change in the fair value of the contingent consideration related to the Martinez Contingent Consideration which increase income from operations and net income by $53.0 million.

Debt Extinguishment Costs - During the three months ended March 31, 2020, we recorded debt extinguishment costs of ~~$25.5~~$22.2 million related to the redemption of the ~~2020~~2023 Senior ~~Secured~~ Notes. ~~This nonrecurring charge decreased both operating income and net income by $25.5 million for the nine months ended September 30, 2017.~~ There were no such costs in the three months ended ~~September 30, 2017 nor in either the three or nine months ended September 30, 2016.~~March 31, 2021.

Liquidity and Capital Resources

Overview

~~Our~~Typically our primary sources of liquidity are our cash flows from operations, cash and cash equivalents and borrowing availability under our ~~credit facilities,~~Revolving Credit Facility, as described below; however, due to the COVID-19 pandemic and the related governmental and consumer responses, our business and results of operations are being negatively impacted. The worldwide economic slowdown and governmental responses, including travel restrictions and stay-at-home orders, have resulted in a significant decrease in the demand for and market prices of our products. We continue to be focused on assessing and adapting to the challenging operating environment and evaluating our strategic measures to preserve liquidity and strengthen our balance sheet. Our response to the current economic environment and its impact on our liquidity is more fully described in the “Liquidity” section below. We believe that our cash flows from operations and available capital resources will be sufficient to meet our and our subsidiaries’ capital expenditure, working capital, distribution payments and debt service requirements for the next twelve months. However, our ability to generate sufficient cash flow from operations depends, in part, on petroleum oil market pricing and general economic, political and other factors beyond our control. We are in compliance as of September 30, 2017 with all of the covenants, including financial covenants, in all of our debt agreements.

Cash Flow Analysis

Cash Flows from Operating Activities

Net cash ~~provided by~~used in operating activities was ~~$124.4~~$67.6 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 compared to net cash ~~provided by~~used in operating activities of ~~$291.5~~$254.6 million for the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2020. Our operating cash flows for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 included our net loss of $56.9 million, a non-cash charge of $405.6 million relating to an LCM inventory adjustment, deferred income taxes of ~~$255.2~~$9.4 million ~~plus~~and gain on sale of assets of $0.6 million, partially offset by depreciation and amortization of ~~$197.4~~$111.8 million, ~~debt extinguishment costs related to refinancing~~change in the fair value of ~~our 2020 Senior Secured Notes~~the contingent consideration associated with the Martinez Acquisition of ~~$25.5~~$29.5 million, pension and other post-retirement benefits costs of ~~$31.7~~$12.8 million, ~~equity-based compensation of $13.5 million, changes~~change in the fair value of our catalyst ~~leases~~obligations of ~~$1.0~~$10.0 million, ~~deferred income taxes of $0.6 million, loss on sale of assets of $0.9 million and $5.7 million of~~ net ~~distributions received from our equity method investment in TVPC in excess of its earnings, partially offset by a~~ non-cash ~~benefit of $97.9 million relating~~charges related to ~~an LCM inventory adjustment and a~~the change in the fair value of our inventory repurchase obligations of ~~$26.7~~$8.0 million, and stock-based compensation of $6.4 million. In addition, net changes in operating assets and liabilities ~~reflected uses~~reflects cash proceeds of ~~cash of $282.5~~$226.4 million driven by the timing of inventory purchases, payments for accrued expenses and accounts payable and collections of accounts receivable. Our operating cash flows for the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2020 included our net ~~income~~loss of ~~$148.1~~$1,474.6 million, ~~plus~~ net non-cash charges relating to ~~depreciation and amortization of $162.6 million,~~ the change in the fair value of our inventory repurchase obligations of ~~$29.3~~$67.9 million, ~~deferred income taxes~~change in the fair value of ~~$27.8~~the contingent consideration associated with the Martinez Acquisition of $53.0 million, and a change in the fair value of our catalyst obligations of $11.7 million, partially offset by depreciation and amortization of $110.8 million, a non-cash charge of $1,285.6 million relating to an LCM inventory adjustment, pension and other post-retirement benefits costs of ~~$25.9~~$13.1 million, ~~changes in~~stock-based compensation of $8.3 million, deferred income taxes of $14.2 million and debt extinguishment costs related to the ~~fair value~~early redemption of our ~~catalyst leases~~2023 Senior Notes of $4.6 million, equity-based compensation of $12.7 million and a loss on sale of assets of $11.4 million, offset by a non-cash benefit of $320.8 million relating to an LCM inventory adjustment and equity income from our investment in TVPC of $1.6$22.2 million. In addition, net changes in operating assets and liabilities ~~reflected sources~~reflects uses of cash of ~~$191.6~~$101.6 million driven by the timing of inventory purchases, payments for accrued expenses and accounts ~~payables~~payable and collections of accounts ~~receivables.~~receivable.

Cash Flows from Investing Activities

Net cash used in investing activities was ~~$583.5~~$59.2 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 compared to net cash used in investing activities of ~~$1,316.0~~$1,309.1 million for the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2020. The net cash flows used in investing activities for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 was comprised of cash outflows of capital expenditures totaling ~~$211.2~~$36.1 million, expenditures for refinery turnarounds of ~~$341.6~~$16.8 million, and expenditures for other assets of ~~$31.1 million, slightly offset by a return of capital related to our equity method investment in TVPC of $0.5~~$6.3 million. Net cash used in investing activities for the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2020 was comprised of cash outflows of ~~$971.9~~$1,176.2 million used to fund the ~~Torrance~~Martinez Acquisition, capital expenditures totaling ~~$187.7~~$59.2 million, expenditures for refinery turnarounds of ~~$138.9~~$69.1 million, and expenditures for other assets of $27.7 million and a final net working capital settlement of $2.7 million associated with the acquisition of the Chalmette refinery, partially offset by $13.0 million of proceeds from the sale of assets.$4.6 million.

Cash Flows from Financing Activities

Net cash provided by financing activities was ~~$74.1~~$53.1 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 compared to net cash provided by financing activities of ~~$629.1~~$1,390.0 million for the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2020. For the ~~nine~~three months ended September 30, 2017, net cash provided by financing activities consisted of a contribution from PBF LLC of $97.0 million and net cash proceeds of $21.4 million from the issuance of the 2025 Senior Notes net of cash paid to redeem the 2020 Senior Secured Notes and related issuance costs. Additionally, during the nine months ended September 30, 2017, we made distributions to members of $39.3 million and principal amortization payments of the PBF Rail Term Loan of $5.0 million. Further, during the nine months ended September 30, 2017, we borrowed and repaid $490.0 million under our Revolving Loan resulting in no net change to amounts outstanding for the nine months ended September 30, 2017. For the nine months ended September 30, 2016,March 31, 2021, net cash provided by financing activities consisted primarily of proceeds from ~~the Revolving Loan~~insurance premium financing of ~~$550.0 million, a contribution from our parent of $175.0~~$48.9 million, proceeds from ~~catalyst leases~~contributions from PBF LLC of ~~$7.9~~$10.0 million, and ~~a net increase~~deferred financing costs and other of ~~$0.1~~$0.5 million, ~~in proceeds from affiliate notes payable~~ partially offset by ~~$92.5~~payments on finance leases of $3.5 million, ~~of distribution to members and repayments~~principal amortization payments of the PBF Rail ~~revolving credit~~Term Loan of $1.8 million, and distributions to members of $1.0 million. For the three months ended March 31, 2020, net cash provided by financing activities consisted primarily of cash proceeds of $470.2 million from the issuance of the 2028 Senior Notes net of cash paid to redeem the 2023 Senior Notes and related issuance costs, net borrowings under our Revolving Credit Facility of $900.0 million and insurance premium financing of $45.3 million, partially offset by distributions to members of $21.1 million, principal amortization payments of the PBF Rail Term Loan of $1.8 million, and payments on finance leases of $2.6 million.

Debt and Credit Facility

Revolving Credit Facility

The Revolving Credit Facility has a maximum commitment available to us of $3.4 billion and matures in May 2023. Borrowings under the Revolving Credit Facility bear interest at the Alternative Base Rate plus the Applicable Margin or at the Adjusted London Inter-Bank Offered Rate (“LIBOR”) plus the Applicable Margin, all as defined in the agreement governing the Revolving Credit Facility (the “Revolving Credit Agreement”). In addition, an accordion feature allows for commitments of up to $3.5 billion.

On February 18, 2020, in connection with the entry into a $300.0 million uncommitted receivables purchase facility (the “Receivables Facility”), we amended the Revolving Credit Facility and entered into a related intercreditor agreement to allow us to sell certain Eligible Receivables, as defined in the Revolving Credit Agreement, derived from the sale of ~~$11.5 million.~~refined products over truck racks. Under the Receivables Facility, we sell such receivables to a bank subject to bank approval and certain conditions. The sales of receivables under the Receivables Facility are absolute and irrevocable but subject to certain repurchase obligations under certain circumstances.

On May 7, 2020, we further amended the Revolving Credit Facility, to increase our ability to incur certain secured debt from an amount equal to 10% of our total assets to 20% of our total assets.

Senior Notes

On January 24, 2020, we entered into an indenture among our wholly-owned subsidiary, PBF Finance (together with us, the “Issuers”), the guarantors named therein (collectively the “Guarantors”), Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, under which the Issuers issued $1.0 billion in aggregate principal amount of the 2028 Senior Notes. The Issuers received net proceeds of approximately $987.0 million from the offering after deducting the initial purchasers’ discount and offering expenses. We used the net proceeds primarily to fully redeem the 2023 Senior Notes, including accrued and unpaid interest, on February 14, 2020, and to fund a portion of the cash consideration for the Martinez Acquisition.

On May 13, 2020, we entered into an indenture among the Issuers, the Guarantors, and Wilmington Trust, National Association, as Trustee, Paying Agent, Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent, under which the Issuers issued $1.0 billion in aggregate principal amount of the 2025 Senior Secured Notes. The Issuers received net proceeds of approximately $982.9 million from the offering after deducting the initial purchasers’ discount and offering expenses. We used the net proceeds for general corporate purposes. On December 21, 2020, we issued $250.0 million, in a tack-on offering, in aggregate principal amount of the additional 2025 Senior Secured Notes. The net proceeds from this offering were approximately $245.7 million after deducting the initial purchasers’ discount and offering expenses. We used the net proceeds for general corporate purposes.

We are in compliance as of March 31, 2021 with all covenants, including financial covenants, in all of our debt agreements.

Liquidity

The outbreak of the COVID-19 pandemic continues to negatively impact our liquidity. As of ~~September 30, 2017,~~March 31, 2021, our ~~total~~ liquidity was approximately ~~$1,173.5 million, compared to total liquidity of approximately $1,161.3 million~~$2.3 billion ($2.3 billion as of December 31, ~~2016. Total~~2020) based on $1.5 billion of cash, and approximately $0.8 billion of availability under our Revolving Credit Facility. Our total liquidity isincludes the ~~sum~~amount of excess availability under our Revolving Credit Facility, which includes our cash on hand.

Due to the unprecedented events caused by the COVID-19 pandemic and the negative impact it has caused to our liquidity, we executed a plan to strengthen our balance sheet and increase our flexibility and responsiveness by incorporating certain adjustments to our operations and cost saving measures, including the following items in the current year:

•On December 31, 2020, we completed the operational reconfiguration of our ~~cash~~East Coast Refining System comprised of our Delaware City and Paulsboro refineries. The reconfiguration resulted in the temporary idling of certain Paulsboro refinery units and overall lower throughput and inventory levels. Annual operating and capital expenditures savings are expected to be approximately $100.0 million and $50.0 million, respectively, relative to average historic levels;

•Implemented cost reduction and cash ~~equivalents~~preservation initiatives, including a significant decrease in 2021 planned capital expenditures, lowering 2021 operating expenses driven by minimizing discretionary activities and third-party services; and

•Continued the temporary suspension of PBF Energy’s quarterly dividend of $0.30 per share, anticipated to preserve approximately $35.0 million of cash each quarter, to support the balance sheet.

We are actively responding to the impacts of the COVID-19 pandemic and ongoing rebalancing in the global oil markets. We adjusted our operational plans to the evolving market conditions and continue to target and execute the expense reduction measures.

While it is impossible to estimate the duration or complete financial impact of the COVID-19 pandemic, we believe that the strategic actions we have taken, plus our cash flows from operations and available capital resources, will be sufficient to meet our and our subsidiaries’ capital expenditures, working capital needs, and debt service requirements, for the ~~estimated amount~~next twelve months. We cannot assure you that our assumptions used to estimate our liquidity requirements will be correct because the impact that the COVID-19 pandemic is having on us and our industry is ongoing and unprecedented. The extent of the impact of the COVID-19 pandemic on our business, financial condition, results of operations and liquidity will depend largely on future developments, including the severity, location and duration of the outbreak, the effectiveness of the vaccine programs and other actions undertaken by national, regional and local governments and health officials to contain the virus or treat its effects, and how quickly and to what extent economic conditions improve and normal business and operating conditions resume in the remainder of 2021 or thereafter. As a result, we may require additional capital, and, from time to time, may pursue funding strategies in the capital markets or through private transactions to strengthen our liquidity and/or fund strategic initiatives. Such additional financing may not be available ~~under~~at favorable terms or at all.

We may incur additional indebtedness in the ~~Revolving Loan.~~

future, including additional secured indebtedness, subject to the satisfaction of any debt incurrence and, if applicable, lien incurrence limitation covenants in our existing financing agreements. Although we were in compliance with incurrence covenants during the three months ended March 31, 2021, to the extent that any of our activities triggered these covenants, there are no assurances that conditions could not change significantly, and that such changes could adversely impact our ability to meet some of these incurrence covenants at the time that we needed to. Failure to meet the incurrence covenants could impose certain incremental restrictions on, among other matters, our ability to incur new debt (including secured debt) and also may limit the extent to which we make new investments or incur new liens.

Working Capital

Our working capital at ~~September 30, 2017~~March 31, 2021 was ~~$1,106.1~~$1,294.4 million, consisting of ~~$3,403.3~~$4,810.0 million in total current assets and ~~$2,297.2~~$3,515.6 million in total current liabilities. Our working capital at December 31, ~~2016~~2020 was ~~$1,111.0~~$1,265.4 million, consisting of ~~$3,154.3~~$3,819.1 million in total current assets and ~~$2,043.3~~$2,553.7 million in total current liabilities. ~~Working capital has decreased primarily as a result of capital expenditures, including turnaround costs, partially offset by earnings during the nine months ended September 30, 2017.~~

Capital Spending

~~Net capital~~Capital spending was ~~$583.9~~$59.2 million for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, which primarily included ~~turnaround~~ costs associated with safety related enhancements and facility improvements at our refineries. Due to current challenging market conditions, we have taken strategic steps to increase our flexibility and responsiveness, including the ~~refineries.~~near-term reduction of planned capital expenditures. We currently expect to spend an aggregate of approximately ~~$600.0~~$400.0 million to $450.0 million in net refining capital expenditures during ~~the full year 2017~~2021 for facility improvements, ~~and refinery~~ maintenance and turnarounds with the ~~majority~~intention of ~~which have been completed as of September 30, 2017. Significant~~satisfying all required safety, environmental and regulatory capital spending for the full year 2017 has included turnarounds for the FCC at our Delaware City refinery, several major process units at our Torrance refinery and the Chalmette refinery’s crude and ancillary units, as well as expenditures to meet Tier 3 requirements.commitments.

Crude and Feedstock Supply Agreements

Certain of our purchases of crude oil under our agreements with foreign national oil companies require that we post letters of credit, if open terms are exceeded, and arrange for shipment. We pay for the crude when invoiced, at which time ~~the~~any applicable letters of credit are lifted. ~~Our~~We have a contract with Saudi Arabian Oil Company (“Saudi Aramco”) pursuant to which we have been purchasing up to approximately 100,000 bpd of crude ~~and feedstock~~oil from Saudi Aramco that is processed at our Paulsboro refinery. In connection with the acquisition of the Chalmette refinery we entered into a contract with Petróleos de Venezuela S.A. (“PDVSA”) for the supply ~~agreements with PDVSA provide that the~~of 40,000 to 60,000 bpd of crude oil that can be processed at any of our East ~~and~~or Gulf Coast refineries. We have not sourced crude oil under this agreement since 2017 when PDVSA suspended deliveries due to the parties’ inability to agree to mutually acceptable payment terms and because of U.S. government sanctions against PDVSA. Notwithstanding the suspension, the U.S. government sanctions imposed against PDVSA and Venezuela prevented us from purchasing crude oil under this agreement. In connection with the closing of the acquisition of the Torrance ~~Acquisition,~~refinery, we entered into a crude supply agreement with ExxonMobil ~~to deliver~~for approximately 60,000 bpd of crude oil tothat can be processed at our Torrance refinery. We currently purchase all of our crude and feedstock needs independently from a variety of suppliers on the spot market or through term agreements for our Delaware City and Toledo refineries.

We have entered into various five-year crude supply agreements with Shell Oil Products for approximately 145,000 bpd, in the aggregate, to support our West Coast and Mid-Continent refinery operations. In addition, we have entered into certain offtake agreements for our West Coast system with the same counterparty for clean products with varying terms up to 15 years.

Inventory Intermediation Agreements

~~On May 4, 2017 and September 8, 2017, we and our subsidiaries, DCR and PRC,~~We entered into ~~amendments to the A&R~~Inventory Intermediation Agreements with J. Aron, ~~pursuant~~ to ~~which certain terms~~support the operations of the ~~existing inventory intermediation agreements were amended, including, among other things, pricing and an extension of the terms. As a result of the amendments (i) the A&R~~East Coast Refining System. The Inventory Intermediation Agreement by and among J. Aron, usPBF Holding and ~~PRC relating~~Delaware City Refining Company LLC (“DCR”) expires on June 30, 2021, which term may be further extended by mutual consent of the parties to ~~the~~June 30, 2022. The Inventory Intermediation Agreement by and among J. Aron, PBF Holding and Paulsboro ~~refinery extends the term to~~Refining Company LLC (“PRC”) expires on December 31, ~~2019,~~2021, which term may be further extended by mutual consent of the parties to December 31, ~~2020 and (ii)~~2022. If not extended or replaced, at expiration, we will be required to repurchase the A&R Intermediation Agreement by and among J. Aron, us and DCR relating to the Delaware City refinery extends the term to July 1, 2019, which term may be further extended by mutual consent of the parties to July 1, 2020.

Pursuant to each A&R Intermediation Agreement, J. Aron continues 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 tanksinventories outstanding under the ~~A&R~~Inventory Intermediation Agreements ~~and will retain these storage rights for~~at that time. We intend to either extend or replace the ~~term of the agreements. We continue~~Inventory Intermediation Agreements prior to ~~market and sell independently to third parties.~~their expirations.

At ~~September 30, 2017,~~March 31, 2021, the LIFO value of ~~intermediates and finished products owned by~~the J. Aron Products included within ~~inventory on~~Inventory in our ~~balance sheet~~Condensed Consolidated Balance Sheets was ~~$343.9~~$267.5 million. We accrue a corresponding liability for such crude oil, intermediates and finished products.

Off-Balance Sheet Arrangements and Contractual Obligations and Commitments

We have no off-balance sheet arrangements as of ~~September 30, 2017,~~March 31, 2021, other than outstanding letters of credit ~~in the amount~~ of approximately ~~$326.8 million and operating leases.~~$297.0 million.

Distribution Policy

~~On November 2, 2017 PBF Energy, PBF Holding’s indirect parent, announced a dividend of $0.30 per share on outstanding Class A common stock. The dividend~~In cases when there is payable on November 29, 2017 to Class A common stockholders of record at the close of business on November 13, 2017. If necessary, PBF Holding will make a distribution of up to approximately $34.2 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 stockholders of PBF Energy.

As of September 30, 2017, we had $1,173.5 million of unused borrowing availability, which includes our cash and cash equivalents of $241.7 million, under the Revolving Loan to fund our operations, if necessary. Accordingly, as of September 30, 2017, 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, if necessary, 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 September 30, 2017,~~ we ~~would have been~~are 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~~make, from time to time, distributions to PBF LLC, if necessary, 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. In response to the adverse impact caused by the COVID-19 pandemic, PBF Energy, among other things, suspended its quarterly dividend of $0.30 per share. While it is impossible to estimate the duration or ultimate financial impact of the COVID-19 pandemic on our business, we will continue to monitor and evaluate our distribution policy as market conditions develop and our ~~subsidiaries’ available cash~~business outlook becomes clearer.

Supplemental Guarantor Financial Information

As of March 31, 2021, PBF Services Company, DCR, PBF Power Marketing LLC, PRC, Toledo Refining Company LLC, Chalmette Refining, L.L.C. (“Chalmette Refining”), PBF Western Region LLC, Torrance Refining Company LLC (“Torrance Refining”), Martinez Refining Company LLC, PBF International Inc. and ~~cash equivalents, other sources~~PBF Investments LLC (“PBF Investments”) are 100% owned subsidiaries of ~~liquidity~~PBF Holding and serve as guarantors of the obligations under the 2025 Senior Secured Notes, the 7.25% senior notes due 2025 (the “2025 Senior Notes”) and 2028 Senior Notes. These guarantees are full and unconditional and joint and several. PBF Holding serves as the “Issuer”. The indentures dated May 30, 2017 and January 24, 2020, among PBF Holding, PBF Finance, the guarantors party thereto, Wilmington Trust, National Association, as trustee and Deutsche Bank Trust Company Americans, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent, and the indenture dated May 13, 2020, among PBF Holding, PBF Finance, the guarantors party thereto and Wilmington Trust, National Association, as Trustee, Paying Agent, Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent, govern subsidiaries designated as “Guarantor Subsidiaries”. PBF Ltd, PBF Transportation Company LLC, PBF Rail Logistics Company LLC, MOEM Pipeline LLC, Collins Pipeline Company, T&M Terminal Company, Torrance Basin Pipeline Company LLC, Torrance Logistics Company LLC, Torrance Pipeline Company LLC, Martinez Terminal Company LLC, Martinez Pipeline Company LLC and PBFWR Logistics Holdings LLC are consolidated subsidiaries of the Company that are not guarantors of the 2025 Senior Secured Notes, 2025 Senior Notes and 2028 Senior Notes. The 2025 Senior Secured Notes, 2025 Senior Notes and 2028 Senior Notes were co-issued by PBF Finance. For purposes of the following information, PBF Finance is referred to ~~operate our business~~as “Co-Issuer.” The Co-Issuer has no independent assets or operations.

The following tables present summarized information for the Issuer and ~~operating performance provides us with~~the Guarantor Subsidiaries on a ~~reasonable~~combined basis ~~for our assessment~~after elimination of (i) intercompany transactions and balances among the Issuer and the Guarantor Subsidiaries and (ii) equity in earnings from and investments in any subsidiary that ~~we can support PBF Energy’s intended distribution policy.~~is a non-guarantor.


Summarized Balance Sheets (in millions)	March 31, 2021		December 31, 2020
ASSETS
Current Assets (1)	$	4,560.6	$	3,559.0
Non-Current Assets	5,760.3		5,990.0
Due from non-guarantor subsidiaries	14,315.0		13,813.0

LIABILITIES AND EQUITY
Current liabilities (1)	$	3,317.6	$	2,350.0
Long-term liabilities	5,260.4		5,411.0
Due to non-guarantor subsidiaries	14,241.6		13,770.0

(1) Includes $5.6 million and $59.0 million of accounts receivable and accounts payable, respectively, related to transactions with PBFX as of March 31, 2021. Includes $4.9 million and $53.2 million of accounts receivable and accounts payable, respectively, related to transactions with PBFX as of December 31, 2020. Refer to “Note 7 - Related Party Transactions” of our Notes to Condensed Consolidated Financial Statements for further information.


Summarized Statements of Operations (in millions)	Three Months Ended March 31, 2021		Three months ended March 31, 2020
Revenues	$	4,888.8	$	5,143.3
Cost of sales	4,305.0		6,171.8
Gross margin	583.8		(1028.5)
Income (loss) from operations	507.8		(1,051.6)

Net income (loss)	401.6		(1,059.4)
Net income (loss) attributable to PBF Holding Company LLC	401.4		(1,059.5)

Non-guarantor intercompany sales with the Issuer and Guarantor subsidiaries	$	468.5	$	419.5
Non-guarantor intercompany cost of sales with the Issuer and Guarantor subsidiaries	9.9		4.4
Affiliate revenues related to transactions with PBFX (1)	4.0		4.2
Affiliate expenses related to transactions with PBFX (1)	75.9		75.5
(1) Refer to “Note 7 - Related Party Transactions” of our Notes to Condensed Consolidated Financial Statements for further information.

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.

The negative impact of the unprecedented global health and economic crisis sparked by the COVID-19 pandemic, combined with uncertainty around future output levels of the world’s largest oil producers has increased unpredictability in oil supply and demand resulting in an economic challenge to our industry which has not occurred since our formation. This combination has resulted in significant reduction in demand for our refined products and abnormal volatility in oil commodity prices, which may continue for the foreseeable future.

At ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, we had gross open commodity derivative contracts representing ~~45.7~~22.1 million barrels and ~~8.8~~10.0 million barrels, respectively, with an unrealized net gain of $2.5 million and net loss of ~~$5.0 million and $3.5~~$3.0 million, respectively. The open commodity derivative contracts as of ~~September 30, 2017~~March 31, 2021 expire at various times during ~~2017 and 2018.~~2021.

We carry inventories of crude oil, intermediates and refined products (“hydrocarbon inventories”) on our ~~balance sheet,~~Condensed Consolidated Balance Sheets, the values of which are subject to fluctuations in market prices. Our hydrocarbon inventories totaled approximately ~~35.1~~31.4 million barrels and ~~29.4~~28.2 million barrels at ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, respectively. The average cost of our hydrocarbon inventories was approximately ~~$77.17~~$77.66 and ~~$80.50~~$78.64 per barrel on a LIFO basis at ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, respectively, excluding the net impact of LCM inventory adjustments of ~~approximately $498.0~~$264.0 million and ~~$596.0~~$669.6 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 68~~expect our annual consumption to range from 75 million to 97 million MMBTUs of natural gas in total amongst our ~~five refineries as of September 30, 2017.~~six refineries. Accordingly, a $1.00 per MMBTU change in natural gas prices would increase or decrease our natural gas costs by approximately ~~$68.0~~$75.0 million to $97.0 million.

Compliance Program Price Risk

We are exposed to market risks related to the volatility in the price of credits needed to comply with various governmental and regulatory compliance programs, which includes RINs, required to comply with the ~~RFS.~~Renewable Fuel Standard. Our overall RINs obligation is based on a percentage of our domestic shipments of on-road fuels as established by ~~the EPA.~~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 or other environmental credits when the price of these instruments is deemed favorable.

In addition, we are exposed to risks associated with complying with federal and state legislative and regulatory measures to address greenhouse gas and other emissions. Requirements to reduce emissions could result in increased costs to operate and maintain our facilities as well as implement and manage new emission controls and programs put in place. For example, ~~AB32~~ in ~~California requires~~September 2016, the state of California enacted Senate Bill 32, which further reduces greenhouse gas emissions targets to ~~reduce its GHG emissions to~~40% below 1990 levels by ~~2020.~~2030. Compliance with such emission standards may require the purchase of emission credits or similar instruments.

Certain of these compliance contracts or instruments qualify as derivative instruments. We generally elect the normal purchase normal sale exception under ASC 815, Derivatives and Hedging, for such instruments, and therefore do not record these contracts at their fair value.

Interest Rate Risk

The maximum ~~availability~~commitment under our Revolving ~~Loan~~Credit Facility is ~~$2.64~~$3.4 billion. Borrowings under the Revolving ~~Loan~~Credit Facility bear interest either at the Alternative Base Rate plus the Applicable Margin or at Adjusted LIBOR plus the Applicable Margin, all as defined in the Revolving ~~Loan.~~Credit Agreement. At March 31, 2021, we had $900.0 million outstanding in variable interest debt. If this facility was fully drawn, a 1.0% change in the interest rate would increase or decrease our interest expense by approximately ~~$26.4~~$24.1 million annually.

In addition, the PBF Rail Term Loan, which bears interest at a variable rate, had an outstanding principal balance of $30.0 million at September 30, 2017. A 1.0% change in the interest rate would increase or decrease our interest expense by approximately $0.3 million annually, assuming the current outstanding principal balance on the PBF Rail Term Loan remained outstanding.

We also have interest rate exposure in connection with our ~~A&R~~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 continue to closely monitor the creditworthiness of customers to whom we grant credit and establish credit limits in accordance with our credit policy.

We continually monitor our market risk exposure, including the impact and developments related to the COVID-19 pandemic which has introduced significant volatility in the financial markets.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and ~~Procedures.~~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 recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management in a timely manner. UnderWe conducted evaluations under the supervision and with the participation of our management, including ~~PBF Holding’s~~our principal executive officer and ~~the~~ principal financial officer, ~~we have evaluated~~of the effectiveness of our ~~system of~~ disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of ~~1934)~~1934 as amended (the “Exchange Act”)) as of ~~September 30, 2017.~~March 31, 2021. Based ~~on that evaluation, PBF Holding’s~~upon these evaluations, as required by Exchange Act Rule 13a-15(b), the principal executive officer and ~~the~~ principal financial officer, ~~have~~ concluded that ~~PBF Holding’s~~our disclosure controls and procedures are effective as of ~~September 30, 2017.~~March 31, 2021.

Changes in Internal Control Over Financial Reporting

~~Management~~There has ~~not identified any changes~~been no change in ~~PBF Holding’s~~our internal controls over financial reporting during the quarter ended ~~September 30, 2017~~March 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On ~~July 24, 2013,~~December 28, 2016, 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 us.

As of November 1, 2015, we 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. In February 2017, Chalmette Refining and the LDEQ met to resolve the issues under the Order, including the assessment of an administrative penalty against Chalmette Refining. Chalmette Refining and the LDEQ are negotiating a settlement agreement with administrative penalties of approximately $0.7 million. Once the settlement agreement is finalized, it is subject to circulated for notice and public comment for a 45-day period and must undergo a review by the Louisiana attorney general’s office.

On December 23, 2016, the Delaware City refinery received a Notice of Violation (“NOV”) from DNREC concerning a potential violation of the DNREC order authorizing the shipment of crude oil by barge from the refinery. The NOV alleges that DCR made shipments to locations other than the Paulsboro refinery in violation of the order and requests certain additional information. On February 7, 2017, DCR responded to the NOV. On March 10, 2017, DNREC issued an approximately $0.2 million fine in a Notice of Penalty Assessment and Secretary’s Order to the Delaware City refinery for violating the 2013 Secretary’s Order. DNREC determined that the Delaware City refinery had violated the order by failing to make timely and full disclosure to DNREC about the nature and extent of those shipments, and had misrepresented the number of shipments that went to other facilities. The penalty assessment and Secretary’s Order conclude that the 2013 Secretary’s Order was violated by the refinery by shipping crude oil from the Delaware City terminal to three locations other than the Paulsboro refinery, on 15 days in 2014, making a total of 17 separate barge shipments containing approximately 35.7 million gallons of crude oil in total. On April 28, 2017, DCR appealed the Notice of Penalty Assessment and Secretary’s Order. The hearing of the appeal is scheduled for February 2018. To the extent that the penalty and Secretary’s Order are upheld, there will not be a material adverse effect on the Company’s financial position, results of operations or cash flows.

~~On December 28, 2016, DNREC issued a~~ Coastal Zone Act permit for the ethanol project (the “Ethanol Permit”) to DCR allowing the utilization of existing tanks and existing marine loading equipment at their existing facilities to enable denatured ethanol to be loaded from storage tanks to marine vessels and shipped to offsite facilities. On January 13, 2017, the issuance of the Ethanol Permit was appealed by two environmental groups. On February 27, 2017, the Coastal Zone Industrial Control Board (the “Coastal Zone Board”) held a public hearing and dismissed the appeal, determining that the appellants did not have standing. The ~~final opinion and order of the Board was issued March 16, 2017. The~~ appellants filed an appeal of the Coastal Zone Board’s decision with the Delaware Superior Court (the “Superior Court”) on March 30, 2017. On January 19, 2018, the Superior Court rendered an Opinion regarding the decision of the Coastal Zone Board to dismiss the appeal of the Ethanol Permit for the ethanol project. The ~~filing~~judge determined that the record created by the Coastal Zone Board was insufficient for the Superior Court to make a decision, and therefore remanded the case back to the Coastal Zone Board to address the deficiency in the record. Specifically, the Superior Court directed the Coastal Zone Board to address any evidence concerning whether the appellants’ claimed injuries would be affected by the increased quantity of ~~briefs has been~~ethanol shipments. On remand, the Coastal Zone Board met on January 28, 2019 and reversed its previous decision on standing ruling that the appellants have standing to appeal the issuance of the Ethanol Permit. The parties to the action filed a joint motion with the Coastal Zone Board, requesting that the Coastal Zone Board concur with the parties’ proposal to secure from the Superior Court confirmation that all rights and claims are preserved for any subsequent appeal to the Superior Court, and that the matter then be scheduled for ~~October~~a hearing on the merits before the Coastal Zone Board. The Coastal Zone Board notified the parties in January of 2020 that it concurred with the parties’ proposed course of action. The appellants and ~~November 2017.~~DCR subsequently filed a motion with the Superior Court requesting relief consistent with what was described to the Coastal Zone Board. In March of 2020, the Superior Court issued a letter relinquishing jurisdiction over the matter, and concurring with the parties’ proposal to allow the case to proceed to a hearing on the merits before the Coastal Zone Board. The parties must now jointly propose to the Coastal Zone Board a schedule for prehearing activity and a merits hearing to resolve the matter. The parties must, therefore, submit to the Coastal Zone Board a joint proposed schedule to govern future proceedings related to the merits hearing to resolve the matter.

On ~~October 19, 2017,~~September 11, 2020, DCR received two Citations and Notification of Penalties, with sub-parts, from the ~~Delaware City refinery received approval from DNREC for the construction~~Occupational Safety and ~~operation~~Health Administration of the ethanol marketing project to allow for a combined total loading of up to 10,000 bpd, on an annual average basis, of ethanol on to marine vessels at the marine piers and the terminal truck loading rack, subject to certain operational and emissions limitations as well as other conditions. On the same date, Delaware City Logistics Company LLC received DNREC approval for the construction of (i) four additional loading arms for each of lanes 4, 10 and 11 for purposes of loading ethanol at its truck loading rack and (ii) a vapor vacuum control system for

loading lanes connected to the existing vapor recovery unit located at its terminal in Delaware City. This approval is also subject to certain operational and emission limitations as well as other conditions.

On February 3, 2011, the EPA sent a request for information pursuant to Section 114 of the Clean Air Act to the Paulsboro refinery with respect to compliance with EPA standards governing flaring. On July 13, 2017 the U.S. Department of ~~Justice~~Labor (“OSHA”) related to a combustion incident occurring on March 11, 2020. The citation seeks to impose penalties in the amount of $401,923 related to alleged violations of the Occupation Safety and Health Act of 1970. An informal conference with OSHA on October 2, 2020 was unsuccessful in resolving the matter, and, as a result, DCR filed a Notice of Contest with OSHA contesting the citations in their entirety at the end of the informal conference. OSHA filed its Complaint on December 13, 2020, and DCR filed its response on January 4, 2021. OSHA and DCR participated in mandatory meditation on February 2, 2021, which was unsuccessful. On February 25, 2021, the Occupational Safety and Health Review Commission granted the parties’ Joint Motion for Additional Time for the Parties to Discuss Settlement. The Court has since granted multiple additional extensions. At present, the parties have until May 28th, 2021 to notify the court as to the outcome of such discussions and, in the interim, are required to provide the Court with weekly updates. The settlement negotiations are continuing; if the ~~motion~~settlement negotiations are unsuccessful, the matter will proceed to ~~enter the consent decree. On September 19, 2017, the Court approved the consent decree and in connection therewith the Paulsboro refinery has paid a penalty of $0.2 million.~~litigation.

In connection with the acquisition of the Torrance refinery and related logistics assets, we assumed certain pre-existing environmental liabilities related to certain environmental remediation obligations to address existing soil and groundwater contamination and monitoring activities, which reflect the estimated cost of the remediation obligations. In addition, in connection with the acquisition of the Torrance refinery and related logistics assets, we purchased a ten year, $100.0 million environmental insurance policy to insure against unknown environmental liabilities. Furthermore, in connection with the acquisition, we assumed responsibility for certain specified environmental matters that occurred prior to our ownership of the refinery and logistics assets, including specified incidents and/or ~~NOVs~~Notices of Violations (“NOVs”) issued by regulatory agencies in various years before ~~the Company’s~~our ownership, including the ~~Southern California~~South Coast Air Quality Management District (“SCAQMD”) and the Division of Occupational Safety and Health of the State of California (“Cal/OSHA”). ~~Following the closing of~~

Subsequent to the acquisition, further NOVs were issued by the SCAQMD, Cal/OSHA, the City of Torrance, and the Torrance Fire Department. No settlement or penalty demand in excess of $0.1 million has been made or received with respect to these notices. It is reasonably possible that SCAQMD, Cal/OSHA and/or the City of Torrance ~~will assess penalties~~Fire Department, and the Los Angeles County Sanitation District related to alleged operational violations, emission discharges and/or flaring incidents at the refinery and the logistics assets both before and after our acquisition. EPA in November 2016 conducted a Risk Management Plan (“RMP”) inspection following the acquisition related to Torrance operations and issued preliminary findings in March 2017 concerning RMP potential operational violations. Since EPA’s issuance of the preliminary findings in March 2017, we have been in substantive discussions to resolve the preliminary findings. Effective January 9, 2020, we and EPA entered into a Consent Agreement and Final Order (“CAFO”), effective as of January 9, 2020, which contains no admission by us for any alleged violations in the ~~other~~CAFO, includes a release from all alleged violations in the CAFO, requires payment of a penalty of $125,000 and the implementation of a supplemental environmental project (“SEP”) of at least $219,000 that must be completed by December 15, 2021. The SEP will consist of configuring the northeast fire water monitor to automatically deploy water upon detection of a release.

EPA and the California Department of Toxic Substances Control (“DTSC”) in December 2016 conducted a Resource Conservation and Recovery Act (“RCRA”) inspection following the acquisition related to Torrance operations and also issued in March 2017 preliminary findings concerning RCRA potential operational violations. On June 14, 2018, the Torrance refinery and DTSC reached settlement regarding the oil bearing materials. Following this settlement, in June 2018, DTSC referred the remaining alleged RCRA violations from EPA’s and DTSC’s December 2016 inspection to the California Attorney General. On April 7, 2021, we were notified that these alleged remaining RCRA violations had been referred to EPA.

On May 8, 2020, we received a letter from the SCAQMD proposing to settle a NOV relating to Title V deviations alleged to have occurred in the first half of 2017 for $878,450. On March 11, 2021, we accepted SCAQMD’s offer to settle the NOV for approximately $625,000.

On February 4, 2021, we received a letter from the SCAQMD proposing to settle a NOV relating to Title V deviations alleged to have occurred in the second half of 2017 for $1.3 million. We are evaluating the allegations and will be communicating with the SCAQMD regarding the allegations and the settlement offer upon the completion of our review.

On November 30, 2020, the San Francisco Bay Regional Water Quality Control Board (“RWQCB”) issued a draft Stipulated Order to the Martinez refinery in connection with alleged total suspended solids exceedances that occurred in March 2020, which draft order included a proposed penalty of $310,000. Subsequently, the RWQCB proposed to settle these alleged exceedances for $126,000. On February 8, 2021, we accepted RWQCB’s offer to settle the alleged exceedances for $120,000.

As the ultimate outcomes of the matters ~~in excess~~discussed above are uncertain, we cannot currently estimate the final amount or timing of ~~$0.1 million~~their resolution but any such amount is not expected to ~~be material to us, individually or in the aggregate.~~

~~On September 2, 2011, prior to our ownership of the Chalmette refinery, the plaintiff in~~ ~~Vincent Caruso, et al. v. Chalmette Refining, L.L.C.~~, filed an action on behalf of himself and other Louisiana residents who live or own property in St. Bernard Parish and Orleans Parish and whose property was allegedly contaminated and who allegedly suffered any personal or property damages as a result of an emission of spent catalyst, sulfur dioxide and hydrogen sulfide from the Chalmette refinery on September 6, 2010. Plaintiffs claim to have suffered injuries, symptoms, and property damage as a result of the release. Plaintiffs seek to recover unspecified damages, interest and costs. In August 2015, there was a mini-trial for four plaintiffs for property damage relating to home and vehicle cleaning. On April 12, 2016, the trial court rendered judgment limiting damages ranging from $100 to $500 for home cleaning and $25 to $75 for vehicle cleaning to the four plaintiffs. The trial court found Chalmette Refining and co-defendant Eaton Corporation (“Eaton”), to be solidarily liable for the damages. Chalmette Refining and Eaton filed an appeal in August 2016 of the judgment on the mini-trial. On June 28, 2017, the appellate court unanimously reversed the judgment awarding damages to the plaintiffs. On July 12, 2017, the plaintiffs filed for a rehearing of the appellate court judgment, which was denied on July 31, 2017. As a result of the appellate court’s judgment, the potential amount of the claims is not determinable. Depending upon the ultimate class size and the nature of the claims, the outcome may have a material adverse effect on our financial position, results of operations, or cash flows.

~~On February 14, 2017, the plaintiff in~~ ~~Adam Trotter v. ExxonMobil Corp~~., ExxonMobil Oil Corp., ExxonMobil Refining and Supply Company, et. al., filed a civil action against us in the Superior Court of the State of California, County of Los Angeles, Southwest District, claiming public nuisance, battery, a violation of civil rights under 42 U.S.C. §1983, intentional infliction of emotional distress, negligence and strict liability in tort and injuries and symptoms resulting from the February 18, 2015 electrostatic precipitator (“ESP”) explosion at the Torrance Refinery which was then owned and operated by Exxon. The City of Torrance and the SCAQMD are also named as defendants in the lawsuit. On September 29, 2017, the court granted our motion to dismiss as well as the SCAQMD’s motion to dismiss with leave for the plaintiff to amend and denied plaintiff’s motion for a preliminary injunction. We believe the ultimate outcome of this matter will not have a material impact on our financial position, results of operations or cash ~~flows.~~flows, individually or in the aggregate.

On February 17, 2017, in Arnold Goldstein, et al. v. Exxon Mobil Corporation, et al., ~~PBF Energy Inc.~~we and PBF ~~Energy Company~~ LLC, and our subsidiaries, PBF ~~Energy~~ Western Region LLC and Torrance Refining

~~Company LLC~~ and the manager of our Torrance refinery along with ~~Exxon Mobil Corporation~~ExxonMobil were named as defendants in a class action and representative action complaint filed on behalf of Arnold Goldstein, John Covas, Gisela Janette La Bella and others similarly situated. The complaint was filed in the Superior Court of the State of California, County of Los Angeles and alleges negligence, strict liability, ~~ultrahazardous~~ultra-hazardous activity, a continuing private nuisance, a permanent private nuisance, a continuing public nuisance, a permanent public nuisance and trespass resulting from the February 18, 2015 electrostatic precipitator (“ESP”) explosion at the Torrance refinery which was then owned and operated by ~~Exxon.~~ExxonMobil. The operation of the Torrance refinery by the PBF entities subsequent to our acquisition in July 2016 is also referenced in the complaint. To the extent that plaintiffs’ claims relate to the ESP explosion, ~~Exxon has~~ExxonMobil retained responsibility for any liabilities that would arise from the lawsuit pursuant to the agreement relating to the acquisition of the Torrance refinery. ~~This~~On July 2, 2018, the court granted leave to plaintiffs’ to file a Second Amended Complaint alleging groundwater contamination. With the filing of the Second Amended Complaint, plaintiffs’ added an additional plaintiff, Hany Youssef. On March 18, 2019, the class certification hearing was held and the court took the matter isunder submission. On April 1, 2019, the court issued an order denying class certification. On April 15, 2019, plaintiffs filed a Petition for Permission to Appeal the Order Denying Motion for Class Certification. On May 3, 2019, plaintiffs filed a Motion with the Central District Court for Leave to File a Renewed Motion for Class Certification. On May 22, 2019, the judge granted plaintiffs’ motion. We filed our opposition to the motion on July 29, 2019. The plaintiffs’ motion was heard on September 23, 2019. On October 15, 2019, the judge granted certification to two limited classes of property owners with Youssef as the sole class representative and named plaintiff, rejecting two other proposed subclasses based on negligence and on strict liability for ultrahazardous activities. The certified subclasses relate to trespass claims for ground contamination and nuisance for air emissions. On February 5, 2021, our motion for Limited Extension of Discovery Cut-Off and a Motion by plaintiffs for Leave to File Third Amended Complaint were heard by the court. On February 9, 2021, the court issued an order taking both motions under submission pending additional discovery and briefing related to plaintiff Youssef and whether a new class representative should be substituted. The court has also ordered that the rebuttal expert disclosure deadline, the expert discovery cut-off, the motion hearing cut-off, and all other case deadlines be stayed pending the court’s decision as to whether the case can proceed with a new class representative and whether defendants will be permitted to conduct additional soil vapor sampling in the ~~initial stages of discovery~~ground subclass area. On March 6, 2021, plaintiff Youssef’s second deposition was taken. On March 22, 2021, based on plaintiff Youssef’s deposition, we filed our brief requesting the court dismiss plaintiff Youssef’s claims for nuisance and ~~we cannot~~trespass and deny plaintiffs’ motion for leave to file a third amended complaint to substitute a new named plaintiff or class representative. On April 5, 2021, plaintiffs filed a brief regarding their motion. We are currently ~~estimate~~waiting for the ~~amount or~~court’s ruling on the ~~timing of its resolution.~~briefs. Trial was previously scheduled to commence on July 27, 2021. We presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows.

On September 7, 2018, in Jeprece Roussell, et al. v. PBF Consultants, LLC, et al., the plaintiff filed an action in the 19th Judicial District Court for the Parish of East Baton Rouge, alleging numerous causes of action, including wrongful death, premises liability, negligence, and gross negligence against PBF Holding, PBFX Operating Company LLC, Chalmette Refining, two individual employees of the Chalmette refinery (the “PBF Defendants”), two entities, PBF Consultants, LLC (“PBF Consultants”) and PBF Investments that are Louisiana companies that are not associated with our companies, as well as Clean Harbors, Inc. and Clean Harbors Environmental Services, Inc. (collectively, “Clean Harbors”), Mr. Roussell’s employer. Mr. Roussell was fatally injured on March 31, 2018 while employed by Clean Harbors and performing clay removal work activities inside a clay treating vessel located at the Chalmette refinery. Plaintiff seeks unspecified compensatory damages for pain and suffering, past and future mental anguish, impairment, past and future economic loss, attorney’s fees and court costs. On September 25, 2018, the PBF Defendants filed an answer in the state court action denying the allegations. On October 10, 2018, the PBF Defendants filed to remove the case to the United States District Court for the Middle District of Louisiana. On November 9, 2018, plaintiff filed a motion to remand the matter back to state court and the PBF Defendants filed a response on November 30, 2018. On April 15, 2019, the Federal Magistrate Judge filed a Report and Recommendation denying

Plaintiff’s motion to remand and dismissing without prejudice the claims against John Sprafka, Wayne LaCombe, PBF Consultants and PBF Investments. On June 24, 2019, the Federal Judge adopted the Magistrate Judge’s Report and Recommendation denying plaintiff’s motion to remand and dismissing without prejudice the claims against John Sprafka, Wayne LaCombe, PBF Consultants and PBF Investments. On September 18, 2020, the Federal Magistrate Judge granted plaintiff’s motion to amend in order to add a non-diverse plaintiff and remand to state court. PBF Defendants filed an opposition to plaintiff’s motion to amend on October 2, 2020. On October 5, 2020, the Magistrate Judge granted plaintiff’s motion to amend and remanded the case back to state court. Discovery will continue in state court. We cannot currently estimate the amount or the timing of the resolution of this matter. The PBF Defendants previously issued a tender of defense and indemnity to Clean Harbors and its insurer pursuant to indemnity obligations contained in the associated services agreement. Clean Harbors has accepted the tender of defense and indemnity, and Clean Harbors’ insurer has accepted the tender of defense and indemnity subject to a reservation of rights. The plaintiffs have requested mediation in advance of the currently scheduled September 2021 trial date. In light of our indemnity and our insurance coverage, we presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows.

In Varga, Sabrina, et al., v. CRU Railcar Services, LLC, et al., we and other of our entities were named as defendants along with CRU Railcar Services, LLC (“CRU”) in a lawsuit arising from a railcar explosion that occurred while CRU employees were cleaning a railcar owned by us. The initial lawsuit alleged that an employee of CRU was fatally injured as a result of the explosion. On July 5, 2019, a petition for intervention was filed alleging that another CRU employee was fatally injured in the same explosion. On October 7, 2019, a third CRU employee joined the lawsuit alleging severe injuries from the incident. We have issued a tender of defense and indemnity to CRU and its insurer pursuant to indemnity obligations contained in the associated services agreement which have not been accepted at this time. On March 3, 2021, we filed multiple motions for summary judgment in this matter and at a hearing on March 25, 2021, the motions were granted by the court. Prior to the hearing, on March 18, 2021, certain other plaintiffs had non-suited our entities without prejudice.

We are subject to obligations to purchase RINs. On February 15, 2017, we received ~~another~~ notification that EPA records indicated that wePBF Holding used potentially invalid RINs that were in fact verified under ~~the~~ EPA’s RIN Quality Assurance Program (“QAP”) by an independent auditor as QAP A RINs. Under the regulations use of potentially invalid QAP A RINs ~~provided~~provides the user with an affirmative defense from civil penalties, provided certain conditions are met. We have asserted the affirmative defense and, if accepted by ~~the~~ EPA, will not be required to replace these RINs and will not be subject to civil penalties under the program. It is reasonably possible that ~~the~~ EPA will not accept our defense and may assess penalties in these matters, but any such amount is not expected to have a material impact on our financial position, results of operations, or cash flows.

The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), also known as “Superfund,” imposes liability, without regard to fault or the legality of the original conduct, on certain classes of persons who are considered to be responsible for the release of a “hazardous substance” into the environment. These persons include the current or former owner or operator of the disposal site or sites where the release occurred and companies that disposed of or arranged for the disposal of the hazardous substances. Under CERCLA, such persons may be subject to joint and several liability for investigation and the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. As discussed more fully above, certain of our sites are subject to these laws and we may be held liable for investigation and remediation costs or claims for natural resource damages. It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances or other pollutants released into the environment. Analogous state laws impose similar responsibilities and liabilities on responsible parties. In our current normal operations, we have generated waste, some of which falls within the statutory definition of a “hazardous substance” and some of which may have been disposed of at sites that may require cleanup under Superfund.

Item 1A. Risk Factors

There have been no significant changes from the risk factors previously disclosed in “Item 1A. Risk Factors” of our 2020 Annual Report on Form 10-K.

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













~~Exhibit~~ ~~Number~~22.1		~~Description~~List of Guarantor Subsidiaries

~~10.1~~31.1*†		Amendment to the Inventory Intermediation Agreement dated as of September 8, 2017, among J. Aron & Company, PBF Holding Company LLC and Paulsboro Refining Company LLC (incorporated by reference to Exhibit 10.1 of PBF Energy Inc.’s Current Report on Form 8-K/A (File No. 001-35764) filed on September 18, 2017).

~~10.2~~	Amendment to the Inventory Intermediation Agreement dated as of September 8, 2017, among J. Aron & Company, PBF Holding Company LLC and Delaware City Refining Company LLC (incorporated by reference to Exhibit 10.2 of PBF Energy Inc.’s Current Report on Form 8-K/A (File No. 001-35764) filed on September 18, 2017).

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.

*		~~Filed herewith.~~
†	~~Confidential treatment has been granted by the SEC as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission.~~
(1)	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~~each registrant has duly caused this report to be signed on ~~their~~its behalf by the undersigned, thereunto duly authorized.

PBF Holding Company LLC

Date:

May 5, 2021

~~PBF Holding Company LLC~~

By:

~~Date~~

~~November 7, 2017~~

~~By:~~

/s/ Erik Young

Erik Young

Senior Vice President, Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)

PBF Finance Corporation

~~Date~~

~~November 7, 2017~~

~~By:~~

Date:

May 5, 2021

By:

/s/ Erik Young

Erik Young

Senior Vice President, Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)

~~EXHIBIT INDEX~~



~~Exhibit~~ ~~Number~~		~~Description~~

~~10.1~~†		Amendment to the Inventory Intermediation Agreement dated as of September 8, 2017, among J. Aron & Company, PBF Holding Company LLC and Paulsboro Refining Company LLC (incorporated by reference to Exhibit 10.1 of PBF Energy Inc.’s Current Report on Form 8-K/A (File No. 001-35764) filed on September 18, 2017).

~~10.2~~		Amendment to the Inventory Intermediation Agreement dated as of September 8, 2017, among J. Aron & Company, PBF Holding Company LLC and Delaware City Refining Company LLC (incorporated by reference to Exhibit 10.2 of PBF Energy Inc.’s Current Report on Form 8-K/A (File No. 001-35764) filed on September 18, 2017).

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.~~
†	~~Confidential treatment has been granted by the SEC as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission.~~
~~(1)~~	~~This exhibit should not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.~~


Delaware		27-2198168
Delaware		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~~
Parsippany	New Jersey	07054
(Address of principal executive offices)		(Zip Code)



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



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


Title of each class	Trading Symbol	Name of each exchange on which registered
N/A	N/A	N/A



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



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



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



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



	Three Months ended September 30, 2016
	As Previously Reported		Adjustments	As Reclassified
Cost and expenses:
Cost of products and other	$	3,904,258	—	$	3,904,258
Operating expenses (excluding depreciation and amortization expense as reflected below)	404,045		—	404,045
Depreciation and amortization expense	—		51,336	51,336
Cost of sales				4,359,639
General and administrative expenses (excluding depreciation and amortization expense as reflected below)	39,912		—	39,912
Depreciation and amortization expense	52,678		(51,336)	1,342
Equity income in investee	(1,621)		—	(1,621)
Loss on sale of assets	8,159		—	8,159
Total cost and expenses	$	4,407,431		$	4,407,431



	Nine Months ended September 30, 2016
	As Previously Reported		Adjustments	As Reclassified
Cost and expenses:
Cost of products and other	$	9,634,989	—	$	9,634,989
Operating expenses (excluding depreciation and amortization expense as reflected below)	972,223		—	972,223
Depreciation and amortization expense	—		151,473	151,473
Cost of sales				10,758,685
General and administrative expenses (excluding depreciation and amortization expense as reflected below)	111,272		—	111,272
Depreciation and amortization expense	155,890		(151,473)	4,417
Equity income in investee	(1,621)		—	(1,621)
Loss on sale of assets	11,381		—	11,381
Total cost and expenses	$	10,884,134		$	10,884,134



	Purchase Price
Gross purchase price	$	537,500
Working capital	450,582
Post close purchase price adjustments	(16,150		)
Total consideration	$	971,932



~~DELAWARE~~



	Fair Value Allocation
Inventories	$	404,542
Prepaid expenses and other current assets	982
Property, plant and equipment	704,633
Deferred charges and other assets, net	68,053
Accounts payable	(2,688		)
Accrued expenses	(64,137		)
Other long-term liabilities	(139,453		)
Fair value of net assets acquired	$	971,932



	Nine Months Ended September 30, 2016
Pro forma revenues	$	12,243,582
Pro forma net loss attributable to PBF Holding Company LLC	$	(60,908	)



September 30, 2017
	Titled Inventory			Inventory Intermediation Arrangements			Total
Crude oil and feedstocks	$	1,302,162		$	—		$	1,302,162
Refined products and blendstocks	1,065,608			343,904			1,409,512
Warehouse stock and other	97,063			—			97,063
	$	2,464,833		$	343,904		$	2,808,737
Lower of cost or market adjustment	(404,227		)	(93,818		)	(498,045		)
Total inventories	$	2,060,606		$	250,086		$	2,310,692



December 31, 2016
	Titled Inventory			Inventory Intermediation Arrangements			Total
Crude oil and feedstocks	$	1,102,007		$	—		$	1,102,007
Refined products and blendstocks	915,397			352,464			1,267,861
Warehouse stock and other	89,680			—			89,680
	$	2,107,084		$	352,464		$	2,459,548
Lower of cost or market adjustment	(492,415		)	(103,573		)	(595,988		)
Total inventories	$	1,614,669		$	248,891		$	1,863,560



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Revenues under affiliate agreements:
Services Agreement	$	1,639	$	1,280	$	4,918	$	3,523
Omnibus Agreement	1,890		1,201		5,174		3,460
Total expenses under affiliate agreements	62,359		43,842		176,916		118,356



	As of September 30, 2017
	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	$	14,458	$	—	$	—	$	14,458	N/A		$	14,458
Commodity contracts	18,257		4,248		—		22,505		(22,505	)	—
Liabilities:
Commodity contracts	11,671		15,850		—		27,521		(22,505	)	5,016
Catalyst lease obligations	—		46,981		—		46,981		—		46,981
Derivatives included with inventory intermediation agreement obligations	—		20,601		—		20,601		—		20,601



	As of December 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	$	342,837	$	—	$	—	$	342,837	N/A		$	342,837
Commodity contracts	948		35		—		983		(983	)	—
Derivatives included with inventory intermediation agreement obligations	—		6,058		—		6,058		—		6,058
Liabilities:
Commodity contracts	859		3,548		84		4,491		(983	)	3,508
Catalyst lease obligations	—		45,969		—		45,969		—		45,969



	September 30, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	200,136		$	9,124		$	32,485		$	—		$	241,745
Accounts receivable	718,960			9,781			46,166			—			774,907
Accounts receivable - affiliate	1,392			17,946			600			—			19,938
Affiliate notes receivable	—			11,600			—			—			11,600
Inventories	2,064,678			—			246,014			—			2,310,692
Prepaid expense and other current assets	23,245			21,194			—			—			44,439
Due from related parties	27,591,736			22,923,564			6,144,950			(56,660,250		)	—
Total current assets	30,600,147			22,993,209			6,470,215			(56,660,250		)	3,403,321

Property, plant and equipment, net	23,884			2,543,193			238,072			—			2,805,149
Investment in subsidiaries	—			429,035			—			(429,035		)	—
Investment in equity method investee	—			—			172,752			—			172,752
Deferred charges and other assets, net	27,934			773,447			34			—			801,415
Total assets	$	30,651,965		$	26,738,884		$	6,881,073		$	(57,089,285	)	$	7,182,637

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	310,158		$	112,773		$	18,552		$	—		$	441,483
Accounts payable - affiliate	34,815			1,327			(97		)	—			36,045
Accrued expenses	1,467,974			125,490			216,107			—			1,809,571
Deferred revenue	3,214			74			8			—			3,296
Due to related parties	23,949,841			26,558,885			6,151,524			(56,660,250		)	—
Notes payable	—			6,831			—			—			6,831
Total current liabilities	25,766,002			26,805,380			6,386,094			(56,660,250		)	2,297,226


Long-term debt	1,548,591			46,938			29,672			—			1,625,201
Deferred tax liabilities	—			—			46,340			—			46,340
Other long-term liabilities	27,906			181,293			4,145			—			213,344
Investment in subsidiaries	308,940			—			—			(308,940		)	—
Total liabilities	27,651,439			27,033,611			6,466,251			(56,969,190		)	4,182,111

Commitments and contingencies (Note 9)

Equity:
Member’s equity	2,352,772			1,723,480			357,332			(2,080,812		)	2,352,772
Retained earnings / (accumulated deficit)	659,891			(2,022,858		)	57,490			1,965,368			659,891
Accumulated other comprehensive loss	(25,024		)	(8,236		)	—			8,236			(25,024		)
Total PBF Holding Company LLC equity	2,987,639			(307,614		)	414,822			(107,208		)	2,987,639
Noncontrolling interest	12,887			12,887			—			(12,887		)	12,887
Total equity	3,000,526			(294,727		)	414,822			(120,095		)	3,000,526
Total liabilities and equity	$	30,651,965		$	26,738,884		$	6,881,073		$	(57,089,285	)	$	7,182,637



	Three Months Ended September 30, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total

Revenues	$	5,410,245		$	223,582		$	536,386		$	(694,397	)	$	5,475,816

Cost and expenses:
Cost of products and other	4,483,164			85,031			538,011			(694,397		)	4,411,809
Operating expenses (excluding depreciation and amortization expense as reflected below)	289			380,951			8,351			—			389,591
Depreciation and amortization expense	—			68,419			1,919			—			70,338
Cost of sales	4,483,453			534,401			548,281			(694,397		)	4,871,738
General and administrative expenses (excluding depreciation and amortization expense as reflected below)	49,880			4,959			(146		)	—			54,693
Depreciation and amortization expense	2,572			—			—			—			2,572
Equity income in investee	—			—			(3,799		)	—			(3,799		)
Loss on sale of assets	—			28			—			—			28
Total cost and expenses	4,535,905			539,388			544,336			(694,397		)	4,925,232

Income (loss) from operations	874,340			(315,806		)	(7,950		)	—			550,584

Other income (expenses):
Equity in earnings (loss) of subsidiaries	(319,568		)	2,467			—			317,101			—
Change in fair value of catalyst leases	—			473			—			—			473
Debt extinguishment costs	—			—			—			—			—
Interest expense, net	(28,692		)	(305		)	(272		)	—			(29,269		)
Income (loss) before income taxes	526,080			(313,171		)	(8,222		)	317,101			521,788
Income tax benefit	—			—			(4,292		)	—			(4,292		)
Net income (loss)	526,080			(313,171		)	(3,930		)	317,101			526,080
Less: net loss attributable to noncontrolling interests	(6		)	(6		)	—			6			(6		)
Net income (loss) attributable to PBF Holding Company LLC	$	526,086		$	(313,165	)	$	(3,930	)	$	317,095		$	526,086

Comprehensive income (loss) attributable to PBF Holding Company LLC	$	526,373		$	(313,165	)	$	(3,930	)	$	317,095		$	526,373



	Nine Months Ended September 30, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total

Revenues	$	15,064,488		$	983,917		$	1,578,553		$	(2,387,693	)	$	15,239,265

Cost and expenses:
Cost of products and other	13,547,358			615,093			1,551,638			(2,387,693		)	13,326,396
Operating expenses (excluding depreciation and amortization expense as reflected below)	(42		)	1,200,370			24,686			—			1,225,014
Depreciation and amortization expense	—			175,543			5,695			—			181,238
Cost of sales	13,547,316			1,991,006			1,582,019			(2,387,693		)	14,732,648
General and administrative expenses (excluding depreciation and amortization expense as reflected below)	112,418			18,410			(736		)	—			130,092
Depreciation and amortization expense	10,355			—			—			—			10,355
Equity income in investee	—			—			(11,218		)	—			(11,218		)
Loss on sale of assets	—			940			—			—			940
Total cost and expenses	13,670,089			2,010,356			1,570,065			(2,387,693		)	14,862,817

Income (loss) from operations	1,394,399			(1,026,439		)	8,488			—			376,448

Other income (expenses):
Equity in earnings (loss) of subsidiaries	(1,022,866		)	5,802			—			1,017,064			—
Change in fair value of catalyst leases				(1,011		)	—			—			(1,011		)
Debt extinguishment costs	(25,451		)	—			—			—			(25,451		)
Interest expense, net	(90,918		)	(1,143		)	(721		)	—			(92,782		)
Income (loss) before income taxes	255,164			(1,022,791		)	7,767			1,017,064			257,204
Income tax expense	—			—			2,040			—			2,040
Net income (loss)	255,164			(1,022,791		)	5,727			1,017,064			255,164
Less: net income attributable to noncontrolling interests	374			374			—			(374		)	374
Net income (loss) attributable to PBF Holding Company LLC	$	254,790		$	(1,023,165	)	$	5,727		$	1,017,438		$	254,790

Comprehensive income (loss) attributable to PBF Holding Company LLC	$	255,728		$	(1,023,165	)	$	5,727		$	1,017,438		$	255,728