PBF Holding 8-K Regulation FD Disclosure

Exhibit 99.1

Unless the context otherwise requires, references to the “Company,” “we,” “our,” “us” or “PBF” refer to PBF Holding Company LLC, or PBF Holding, and, in each case, unless the context otherwise requires, its consolidated subsidiaries.

Summary Historical and Pro Forma Consolidated Financial and Other Data

The following table sets forth our summary historical and pro forma consolidated financial data at the dates and for the periods indicated. The summary historical consolidated financial data as of December 31, 2014, 2015 and 2016 and for each of the three years in the period ended December 31, 2016 have been derived from our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Annual Report”). The information as of March 31, 2017 and for the three months ended March 31, 2017 and 2016 was derived from the unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the period ended March 31, 2017 (the “March Quarterly Report”), and includes all adjustments, consisting of normal recurring adjustments, which management considers necessary for a fair presentation of the financial position and the results of operations for such periods. Results for the interim periods are not necessarily indicative of the results for the full year.

The summary unaudited pro forma consolidated financial data have been derived by the application of pro forma adjustments to our historical consolidated financial statements included in our 2016 Annual Report and our March Quarterly Report incorporated by reference herein, that give effect to our acquisition of the Torrance refinery and related logistics assets (the “Torrance Acquisition”), borrowings incurred under our asset based revolving credit agreement (the “Revolving Loan”) to fund the Torrance Acquisition and the consummation of the offering of $725 million of senior notes (the “offering”) and concurrent repurchase of our 8.25% senior secured notes due 2020 (the “2020 Notes”). The unaudited pro forma consolidated financial information does not purport to represent what our results of operations or financial condition would have been had the transactions to which the pro forma adjustments relate actually occurred on the dates indicated, and they do not purport to project our results of operations or financial condition for any future period or as of any future date.

The estimates and assumptions used in preparation of the pro forma financial information may be materially different from our actual experience following the offering.

You should read this information in conjunction with our consolidated financial statements and the related notes thereto (in “Item 8. Financial Statements and Supplementary Data”), “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 6. Selected Financial Data” included in our 2016 Annual Report and our unaudited condensed consolidated financial statements and the related notes thereto in “Item 1. Financial Statements (Unaudited)” and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our March Quarterly Report , and the June 30, 2016 unaudited financial statements of Torrance Refinery & Associated Logistics Business filed onForm 8-K on September 13, 2016. Our summary unaudited pro forma consolidated financial information is presented for informational purposes only.

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	Year Ended December 31,												Three Months Ended March 31, (unaudited)
	2016			2015			2014			Pro Forma Consolidated 2016			2017			2016			Pro Forma Condensed Consolidated 2017
	(in thousands)
Revenue	$	15,908,537		$	13,123,929		$	19,828,155		$	16,987,548		$	4,750,198		$	2,800,185		$	4,750,198
Cost and expenses:
Cost of sales, excluding depreciation		13,765,088			11,611,599			18,514,054			14,765,933			4,251,754			2,445,983			4,251,754
Operating expense, excluding depreciation		1,390,582			889,368			880,701			1,721,151			436,853			296,639			436,853
General and administrative expenses(1)		149,643			166,904			140,150			202,421			40,479			33,269			40,479
Equity income in investee(2)		(5,679	)		—			—			(5,679	)		(3,599	)		—			(3,599	)
Loss (gain) on sale of assets		11,374			(1,004	)		(895	)		11,374			883			—			883
Depreciation and amortization expense		209,840			191,110			178,996			247,015			55,690			54,293			55,690
		15,520,848			12,857,977			19,713,006			16,942,215			4,782,060			2,830,184			4,782,060
Income (loss) from operations		387,689			265,952			115,149			45,333			(31,862	)		(29,999	)		(31,862	)
Other income (expense)
Change in fair value of catalyst leases		1,422			10,184			3,969			1,422			(2,588	)		(2,885	)		(2,588	)
Interest expense, net		(129,536	)		(88,194	)		(98,001	)		(127,843	)		(30,656	)		(33,271	)		(28,817	)
Income (loss) before income taxes		259,575			187,942			21,117			(81,088	)		(65,106	)		(66,155	)		(63,267	)
Income tax expense (benefit)		23,689			648			—			(120,247	)		434			32,273			434
Net income (loss)		235,886			187,294			21,117			39,159			(65,540	)		(98,428	)		(63,701	)
Less: net income attributable to noncontrolling interests		269			274			—			269			113			303			113
Net income (loss) attributable to PBF Holding Company LLC	$	235,617		$	187,020		$	21,117		$	38,890		$	(65,653	)	$	(98,731	)	$	(63,814	)
Balance sheet data (at end of period)
Total assets		6,566,897			5,082,722			4,013,762			6,565,044			6,543,372			5,125,995			6,555,451
Total long-term debt(3)		1,601,836			1,272,937			750,349			1,655,969			1,603,105			1,276,119			1,656,916
Total equity		2,588,933			1,821,284			1,630,516			2,557,998			2,685,217			1,690,981			2,655,247
Selected financial data(4):
EBITDA (excluding special items)(5)		77,603			894,472			988,224			(227,578	)		37,279			(37,654	)		37,279
Adjusted EBITDA		94,477			893,506			990,350			(210,704	)		45,212			(32,148	)		45,212
Capital expenditures(6)		1,498,191			979,481			625,403			1,523,314			174,894			145,300			174,894

(1) Includes acquisition related expenses consisting primarily of consulting and legal expenses related to the Torrance Acquisition and other pending and non-consummated acquisitions of $13.6 million in 2016, as well as the acquisition of the Chalmette refinery and other pending and non-consummated acquisitions of $5.8 million in 2015. For the three months ended March 31, 2017 and 2016, includes acquisition related expenses consisting primarily of consulting and legal expenses related to completed, pending and non-consummated acquisitions of $0.4 million and $4.7 million, respectively.

(2) Subsequent to the closing of the contribution agreement between PBF Logistics LP and PBF Energy Company LLC on August 31, 2016, the Company accounts for its 50% equity ownership of Torrance Valley Pipeline LLC as an investment in an equity method investee.

(3) Total long-term debt, excluding debt issuance costs and affiliate notes payable, includes current maturities and our Delaware Economic Development Authority Loan, which was fully converted from a loan to a grant as of December 31, 2016.

(4) EBITDA and Adjusted EBITDA are financial measures that are calculated and presented on a basis other than in accordance with GAAP (“non-GAAP”). Such non-GAAP measures are defined and reconciled to the appropriate GAAP measures below.

(5) The special items for the periods presented relate to a lower of cost or market inventory adjustment (LCM). LCM is a GAAP guideline related to inventory valuation that requires inventory to be stated at the lower of cost or market. Our inventories are stated at the lower of cost or market. Cost is determined using 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 adjustment is recorded to reflect the net change in the LCM inventory reserve between the prior period and the current period. Although we believe that non-GAAP financial measures excluding the impact of special items provide useful supplemental information

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to investors regarding the results and performance of our business and allow for useful period-over-period comparison, suchnon-GAAP measurements 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.

(6) Includes expenditures for acquisitions, construction in progress, property, plant and equipment (including railcar purchases), deferred turnaround costs and other assets, excluding the proceeds from sales of assets. Proforma capital expenditures for the year ended December 31, 2016 include historical capital expenditures of the Torrance Refinery & Associated Logistics for the periods prior to the closing of the Torrance Acquisition.

EBITDA and Adjusted EBITDA

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

EBITDA and Adjusted EBITDA are not presentations made in accordance with GAAP and our computation of EBITDA and Adjusted EBITDA may vary from others in our industry. In addition, Adjusted EBITDA contains some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the agreements governing the 2020 Notes, our 7.00% Senior Secured Notes due 2023 and other credit facilities. EBITDA and Adjusted EBITDA should not be considered as alternatives to operating income (loss) or net income (loss) as measures of operating performance. In addition, EBITDA and Adjusted EBITDA are not presented as, and should not be considered, an alternative to cash flows from operations as a measure of liquidity. Adjusted EBITDA is defined as EBITDA before adjustments for items such as equity-based compensation expense, gains (losses) from certain derivative activities and contingent consideration, the non-cash change in the deferral of gross profit related to the sale of certain finished products, and the write down of inventory to the LCM. Other companies, including other companies in our industry, may calculate EBITDA and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. EBITDA 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 and Adjusted EBITDA:

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

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

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

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

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

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

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The following tables reconcile net income (or, on a pro forma basis, net income) to EBITDA excluding special items and Adjusted EBITDA:

	Year Ended December 31,												Three Months Ended March 31,
	2016			2015			2014			Pro Forma Consolidated 2016			2017			2016			Pro Forma Condensed Consolidated 2017
	(in thousands)
Reconciliation of net income to EBITDA:
Net income (loss)	$	235,886		$	187,294		$	21,117		$	39,159		$	(65,540	)	$	(98,428	)	$	(63,701	)
Add: Depreciation and amortization		209,840			191,110			178,996			247,015			55,690			54,293			55,690
Add: Interest expense, net		129,536			88,194			98,001			127,843			30,656			33,271			28,817
Add: Income tax expense (benefit)		23,689			648			—			(120,247	)		434			32,273			434
EBITDA	$	598,951		$	467,246		$	298,114		$	293,770		$	21,240		$	21,409		$	21,240
Special Items:
Add: Non-cash LCM inventory adjustment		(521,348	)		427,226			690,110			(521,348	)		16,039			(59,063	)		16,039
EBITDA (excluding special items)	$	77,603		$	894,472		$	988,224		$	(227,578	)	$	37,279		$	(37,654	)	$	37,279
Reconciliation of EBITDA to Adjusted EBITDA:
EBITDA	$	598,951		$	467,246		$	298,114		$	293,770		$	21,240		$	21,409		$	21,240
Add: Stock based compensation		18,296			9,218			6,095			18,296			5,345			2,621			5,345
Add: LCM adjustment		(521,348	)		427,226			690,110			(521,348	)		16,039			(59,063	)		16,039
Add: Non-cash change in fair value of catalyst leases		(1,422	)		(10,184	)		(3,969	)		(1,422	)		2,588			2,885			2,588
Adjusted EBITDA	$	94,477		$	893,506		$	990,350		$	(210,704	)	$	45,212		$	(32,148	)	$	45,212

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma consolidated statement of operations is presented to show how we might have looked if the acquisition of the Torrance refinery and related logistics assets (collectively, “Torrance Refining”), the consummation of the offering of $725 million of senior notes due 2025 (the “2025 Notes”) and certain other transactions described below had occurred on the date and for the periods indicated below. We derived the following unaudited pro forma consolidated financial statement by applying pro forma adjustments to our historical consolidated balance sheet and statement of operations and the historical financial statements of operations of Torrance Refining. The pro forma effects of the Torrance Acquisition are based on the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 805,Business Combinations.

We derived the following unaudited pro forma condensed consolidated financial statements by applying pro forma adjustments to our historical consolidated financial statements that give effect to the Torrance Acquisition, the borrowings incurred under our Revolving Loan to fund the Torrance Acquisition, and the consummation of the offering. The unaudited pro forma condensed consolidated balance sheet is based on our historical consolidated balance sheet as of March 31, 2017 and gives effect to the consummation of the offering. The unaudited pro forma condensed consolidated statement of operations for the three months ended March 31, 2017 gives effect to the consummation of the offering as if it occurred on January 1, 2016. The unaudited pro forma consolidated statement of operations for the year ended December 31, 2016 combines the historical results of operations of the Company and Torrance Refining, and gives effect to the borrowing incurred under our Revolving Loan to fund the Torrance Acquisition and the consummation of the offering, as if they occurred on January 1, 2016.

The unaudited pro forma consolidated statement of operations for the year ended December 31, 2016 and three months ended March 31, 2017 gives effect to the consummation of the offering and the concurrent redemption of the 2020 Notes.

The unaudited pro forma consolidated statement of operations for the year ended December 31, 2016 and three months ended March 31, 2017 does not reflect future events that may occur after the completion of the Torrance Acquisition, including but not limited to the anticipated realization of cost savings from operating synergies and certain charges expected to be incurred in connection with the transaction, including, but not limited to, costs that may be incurred in connection with integrating the operations of Torrance Refining.

The unaudited pro forma consolidated financial information is presented for informational purposes only. The unaudited pro forma consolidated financial information does not purport to represent what our results of operations or financial condition would have been had the transactions to which the pro forma adjustments relate actually occurred on the dates indicated, and they do not purport to project our results of operations or financial condition for any future period or as of any future date. In addition, they do not purport to indicate the results that would actually have been obtained had the Torrance Acquisition been completed on the assumed date or for the period presented, or which may be realized in the future.

The pro forma adjustments as of and for the three months ended March 31, 2017 principally give effect to the consummation of the offering and the concurrent redemption of the 2020 Notes.

The pro forma adjustments for the year ended December 31, 2016 principally give effect to:

• the closing of the Torrance Acquisition and its associated impact on our statement of operations including borrowings under our Revolving Loan to fund the acquisition, and;

• the consummation of the offering and the concurrent redemption of the 2020 Notes.

The estimates and assumptions used in preparation of the pro forma financial information may be materially different from our actual experience in connection with the offering.

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The unaudited pro forma consolidated balance sheet and statements of operations should be read in conjunction with “Item 6. Selected Financial Data,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations,” and our historical consolidated financial statements and related notes thereto in “Item 8. Financial Statements and Supplementary Data” in our 2016 Annual Report and “Item 1. Financial Statements (Unaudited)” in our March Quarterly Report, and the historical financial statements and related notes thereto of Torrance Refining (included in our Form 8-K dated September 13, 2016).

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Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of March 31, 2017

(in thousands)

	Historical			Pro Forma Adjustments (Note 1)			Pro Forma Condensed Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	217,545		$	12,079		$	229,624
Accounts receivable		608,391			—			608,391
Accounts receivable-affiliate		20,159			—			20,159
Affiliate note receivable		11,600			—			11,600
Inventories		2,085,958			—			2,085,958
Prepaid expense and other current assets		68,835			—			68,835
Total current assets		3,012,488			12,079			3,024,567
Property, plant and equipment, net		2,745,377			—			2,745,377
Investment in equity method investee		180,056			—			180,056
Deferred charges and other assets, net		605,451			—			605,451
Total assets	$	6,543,372		$	12,079		$	6,555,451
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	373,262		$	—		$	373,262
Accounts payable-affiliate		30,003			—			30,003
Accrued expenses		1,600,080			(6,966	)		1,593,114
Deferred revenue		2,751			—			2,751
Total current liabilities		2,006,096			(6,966	)		1,999,130
Long-term debt		1,579,686			49,015			1,628,701
Deferred tax liabilities		45,661			—			45,661
Other long-term liabilities		226,712			—			226,712
Total liabilities		3,858,155			42,049			3,900,204
Commitments and contingencies
Equity:
Member’s equity		2,317,366			—			2,317,366
Retained earnings		380,866			(29,970	)		350,896
Accumulated other comprehensive income/(loss)		(25,641	)		—			(25,641	)
Total PBF Holding Company LLC equity		2,672,591			(29,970	)		2,642,621
Noncontrolling interest		12,626			—			12,626
Total equity		2,685,217			(29,970	)		2,655,247
Total liabilities and equity	$	6,543,372		$	12,079		$	6,555,451

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

1. The unaudited pro forma consolidated balance sheet is based on our historical consolidated balance sheet as of March 31, 2017 and gives effect to the consummation of the offering. Pro Forma adjustments include the proceeds from the offering and the net effect on cash, accrued interest, long-term debt and retained earnings after using those proceeds to fund the concurrent redemption of our outstanding 2020 Notes.

Pro Forma net increase in cash consists of the following:
(in $ millions)
Gross proceeds from 2025 Notes	$	725.0
Estimated debt issuance costs for 2025 Notes	$	(11.9	)
Redemption of 2020 Notes inclusive of unpaid interest through redemption date (note a)	$	(694.1	)
Accrued interest through 3/31/2017	$	(6.9	)
Net cash proceeds	$	12.1

Pro Forma net increase in long-term debt consists of the following:
(in $ millions)
Issuance of 2025 Notes	$	725.0
Estimated debt issuance costs for 2025 Notes	$	(11.9	)
Retirement of 2020 Notes at carrying value (inclusive of unamortized debt issuance costs)	$	(671.2	)
Write-off of unamortized debt issuance costs related to 2020 Notes	$	7.1
Net increase in long-term debt	$	49.0

Pro Forma net decrease in retained earnings consists of the following:
(in $ millions)
Optional redemption premium (note a)	$	(13.9	)
Unpaid interest through redemption date (note a)	$	(4.6	)
Write-off of unamortized discount related to 2020 Notes	$	(4.3	)
Write-off of unamortized debt issuance costs related to 2020 Notes	$	(7.1	)
Net decrease in retained earnings	$	(29.9	)

(a) 2020 Notes redemption amount based on redemption price of 102.063% in accordance with the indenture plus 30 days of unpaid interest through the redemption date.

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Unaudited Pro Forma Condensed Consolidated Statement of Operations

Three Months Ended March 31, 2017

(in thousands)

	Historical				Other Pro Forma Adjustments			Pro Forma Condensed Consolidated
Revenues	$	4,750,198			$	—		$	4,750,198
Cost and expenses:
Cost of sales, excluding depreciation		4,251,754				—			4,251,754
Operating expenses, excluding depreciation		436,853				—			436,853
General and administrative expenses		40,479				—			40,479
Equity income in investee		(3,599	)						(3,599	)
Loss on sale of assets		883				—			883
Depreciation and amortization expense		55,690				—			55,690
		4,782,060				—			4,782,060
Income (loss) from operations		(31,862	)			—			(31,862	)
Other income (expense)
Change in fair value of catalyst leases		(2,588	)			—			(2,588	)
Interest expense, net		(30,656	)			1,839	(6)		(28,817	)
Income (loss) before income taxes		(65,106	)			1,839			(63,267	)
Income tax (benefit) expense		434				—			434
Net income (loss)		(65,540	)			1,839			(63,701	)
Less: net income attributable to noncontrolling interests		113		��		—			113
Net (loss) income attributable to PBF Holding Company LLC	$	(65,653	)		$	1,839		$	(63,814	)

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Unaudited Pro Forma Consolidated Statement of Operations

Year Ended December 31, 2016

(in thousands)

	Historical						Pro Forma Effect of Accounting Changes (Note 2)			Adjusted Pro Forma Torrance			Pro Forma Acquisition Adjustments (Note 3)			Current Offering Pro Forma Adjustments			Pro Forma Consolidated
	PBF Holding			Torrance
Revenues	$	15,908,537		$	1,079,011		$	—		$	1,079,011		$	—		$	—		$	16,987,548
Cost and expenses:
Cost of sales, excluding depreciation		13,765,088			1,000,845			—			1,000,845			—			—			14,765,933
Operating expenses, excluding depreciation		1,390,582			349,460			(18,891	)		330,569			—			—			1,721,151
General and administrative expenses		149,643			52,778			—			52,778			—			—			202,421
Equity income in investee		(5,679	)		—			—			—			—			—			(5,679	)
Loss on sale of assets		11,374			—			—			—			—			—			11,374
Depreciation and amortization expense		209,840			34,722			28,384			63,106			(25,931	)(4)		—			247,015
		15,520,848			1,437,805			9,493			1,447,298			(25,931	)		—			16,942,215
Income (loss) from operations		387,689			(358,794	)		(9,493	)		(368,287	)		25,931			—			45,333
Other income (expense)
Change in fair value of catalyst lease		1,422			—			—			—			—			—			1,422
Interest expense, net		(129,536	)		—			—			—			(5,632	)(5)		7,325	(6)		(127,843	)
Income (loss) before income taxes		259,575			(358,794	)		(9,493	)		(368,287	)		20,299			7,325			(81,088	)
Income tax (benefit) expense		23,689			(143,936	)		—			(143,936	)		—			—			(120,247	)
Net income (loss)		235,886			(214,858	)		(9,493	)		(224,351	)		20,299			7,325			39,159
Less: net income attributable to noncontrolling interests		269			—			—			—			—			—			269
Net (loss) income attributable to PBF Holding Company LLC	$	235,617		$	(214,858	)	$	(9,493	)	$	(224,351	)	$	20,299		$	7,325		$	38,890

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NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

2. We performed certain procedures for the purpose of identifying any material differences in significant accounting policies between PBF Holding and Torrance Refining, including any accounting adjustments that would be required in connection with adopting uniform policies. Procedures performed by PBF Holding included a review of the summary of significant accounting policies disclosed in the Torrance Refining audited financial statements and discussions with Torrance Refining management regarding their significant accounting policies in order to identify material adjustments.

Adjustments below reflect the estimated impact of reversing refinery turnaround costs expensed by Torrance Refining from January 1, 2016 through June 30, 2016 in accordance with their historical accounting policy in order to conform to PBF Holding’s accounting policy which is to capitalize refinery turnaround costs incurred in connection with planned major maintenance activities and subsequently amortize such costs on a straight line basis over the period of time estimated to lapse until the next turnaround occurs (generally 3 to 5 years).

The impact of this adjustment for Torrance Refining includes the reversal of the turnaround expense recorded in operating expenses ($18.9 million for the year ended December 31, 2016) and recording the estimated depreciation expense of $28.4 million for 2016, associated with the turnaround costs that have been capitalized on the balance sheet in accordance with our policy.

3. Pro forma acquisition adjustments include items that are directly attributable to the acquisition assuming the transaction was consummated at the beginning of the fiscal year presented and are expected to have a continuing impact on the Company.

4. Represents a decrease when comparing the estimated depreciation and amortization expense resulting from the assumed fair value of property, plant and equipment acquired through the Torrance Acquisition, calculated on a straight line basis and based on a weighted average useful life of 25 years, in comparison to the historical depreciation and amortization expense recorded.

5. Represents assumed interest expense incurred in connection with the $550.0 million borrowings under our Revolving Loan, which were used in part to fund the Torrance Acquisition.

6. Represents assumed reduction in interest expense incurred in connection with the offering and redemption of the 2020 Notes as if such transactions had occurred at the beginning of the periods presented.

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