UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)



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

For the quarterly period ended: ~~September~~June 30, ~~2014~~2016



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

For the transition period from to

Commission File Number: 333-186007

Commission File Number: 333-186007-07

PBF HOLDING COMPANY LLC

PBF FINANCE CORPORATION

(Exact name of registrant as specified in its charter)



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

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

(973) 455-7500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.



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

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

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



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

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



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

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



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

PBF Holding Company LLC has no common stock outstanding. As of ~~November~~August 12, ~~2014~~2016, 100% of the membership interests of PBF Holding Company LLC were owned by PBF Energy Company LLC, and PBF Finance Corporation had 100 shares of common stock outstanding, all of which were held by PBF Holding Company LLC.

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

PBF HOLDING COMPANY LLC

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~JUNE 30, ~~2014~~2016

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS			3
PART I – FINANCIAL INFORMATION
	ITEM 1.	Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013	5
		Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015	5
		Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2014 and 2013	6
		Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2016 and 2015	6
		Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2014 and 2013	7
		Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2016 and 2015	7
		Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013	8
		Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015	8
		Notes to Condensed Consolidated Financial Statements	9
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3437
	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	5055
	ITEM 4.	Controls and Procedures	5157
PART II – OTHER INFORMATION
	ITEM 1.	Legal Proceedings	5258
	ITEM 1A.	Risk Factors	5258
	ITEM 6.	Exhibits	5460
SIGNATURES			5561

~~Explanatory~~This ~~Note~~Quarterly Report on Form 10-Q is filed by PBF Holding Company LLC ("PBF Holding") and PBF Finance Corporation ("PBF Finance"). PBF Holding is a wholly-owned subsidiary of PBF Energy Company LLC ("PBF LLC") and is the parent company for PBF LLC's refinery operating subsidiaries. PBF Finance is a wholly-owned subsidiary of PBF Holding. PBF Holding is an indirect subsidiary of PBF Energy Inc. ("PBF Energy"), which is the sole managing member of, and owner of an equity interest representing approximately 95.2% of the outstanding economic interests in, PBF LLC as of June 30, 2016. PBF Energy operates and controls all of the business and affairs and consolidates the financial results of PBF LLC and its subsidiaries. PBF Holding, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America.

This Form 10-Q is filed by PBF Holding Company LLC (“PBF Holding”) and PBF Finance Corporation ("PBF Finance"). PBF Finance is a wholly-owned subsidiary of PBF Holding. 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 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 90.4% of the outstanding economic interest in, PBF LLC as of September 30, 2014. PBF Holding, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. Prior periodic filings of PBF Holding and PBF Finance with the U.S. Securities and Exchange Commission ("SEC") for the periods March 31, 2013 through March 31, 2014 reflect a combined Form 10-Q and 10-K with PBF Energy. As of June 30, 2014, PBF Holding and PBF Finance file periodic SEC filings separately from PBF Energy due to the change in the corporate structure related to the initial public offering of PBF Logistics LP ("PBFX"), a subsidiary of PBF LLC, and an affiliate of PBF Holding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

Important factors that could cause actual results to differ materially from our expectations, which we refer to as “"cautionary statements,”" are disclosed under ~~“Item 1A. Risk Factors”,~~ "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, ~~2013~~2015 of PBF Holding Company LLC and PBF Finance Corporation, which we refer to as our ~~2013~~2015 Annual Report on Form 10-K, and in our other filings with the SEC. All forward-looking information in this Quarterly Report on Form 10-Q and subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:

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

• the effects of competition in our markets;

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

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

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

•our substantial indebtedness;

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

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

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

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

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

•our expectations ~~and timing~~ 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•the ~~problems~~status atof ~~PBFX~~an orair ~~with~~permit ~~third~~to ~~party~~transfer ~~logistics~~crude ~~infrastructure~~through orthe ~~operations,~~Delaware ~~including~~City ~~pipeline,~~refinery's ~~marine and rail transportation~~dock;

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

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

•~~adverse impacts related to any change by~~ the ~~federal~~effectiveness ~~government~~of inour ~~the restrictions on exporting U.S.~~ crude oil ~~including~~sourcing ~~relaxing~~strategies, ~~limitations~~including onour ~~the export of certain types of~~ crude ~~oil~~by orrail ~~condensates~~strategy orand ~~the~~related ~~lifting of the restrictions entirely~~commitments;

•~~market~~adverse ~~risks~~impacts related to ~~the~~recent ~~volatility~~legislation inby the ~~price~~federal ofgovernment ~~Renewable~~lifting ~~Identification~~the ~~Numbers~~restrictions ~~("RINS")~~on ~~required~~exporting toU.S. ~~comply~~crude ~~with the Renewable Fuel Standards~~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 actions taken by environmental interest groups;

•~~any~~market ~~decisions~~risks werelated ~~make~~to ~~with~~the ~~respect~~volatility toin ~~our~~the ~~energy-related~~price ~~logistical~~of ~~assets~~Renewable ~~that~~Identification ~~may~~Numbers be("RINs") ~~contributed~~required to ~~PBFX;~~comply with the Renewable Fuel Standards and greenhouse gas ("GHG") emission credits required to comply with various GHG emission programs, such as AB32;

•our ability to complete the ~~impact~~successful integration of the ~~initial~~completed ~~public~~acquisitions ~~offering~~ of ~~PBFX~~Chalmette ~~and~~Refining, ~~our~~L.L.C. and related ~~commercial~~logistic ~~agreements~~assets on(collectively, ~~our~~the ~~relationships~~"Chalmette ~~with~~Acquisition") ~~our~~and ~~employees,~~the ~~customers~~Torrance refinery and ~~vendors~~related ~~and~~logistics ~~our~~assets ~~credit~~(collectively, ~~rating~~the "Torrance Acquisition") into our business and ~~cost~~to ofrealize ~~funds.~~the benefits from such acquisitions;

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

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

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

Our forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by applicable law, including the securities laws of the United States, ~~and~~ 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)

	September 30, 2014			December 31, 2013
	June 30, 2016			December 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	~~360~~1,~~347~~310,230		$	76914,~~970~~749
Accounts receivable	~~698~~645,~~399~~404			~~596~~454,~~647~~759
Accounts receivable - affiliate	13,~~279~~850			—3,438
Inventories	1,~~787~~308,~~465~~536			1,~~445~~174,~~517~~272
Prepaid expense and other current assets	3050,~~231~~123			5533,~~843~~701
Total current assets	23,~~877~~318,~~721~~143			2,~~174~~580,~~977~~919
Property, plant and equipment, net	12,~~826~~262,~~868~~027			12,~~781~~211,~~589~~090
Deferred charges and other assets, net	~~284~~370,~~396~~429			~~262~~290,~~479~~713
Total assets	$	45,~~988~~950,~~985~~599		$	45,~~219~~082,~~045~~722
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	~~377~~373,~~343~~485		$	~~402~~314,~~293~~843
Accounts payable - affiliate	521,~~277~~904			—23,949
Accrued expenses	1,~~391~~303,~~790~~771			1,~~210~~117,~~945~~435
Current portion of long-term debt	—			12,029
Deferred tax liabilities	26,888			—
Deferred revenue	17,~~749~~810			74,~~766~~043
Total current liabilities	1,~~776~~733,~~159~~858			1,~~633~~460,~~033~~270
Delaware Economic Development Authority loan	84,000			124,000
Long-term debt	~~743~~1,~~503~~788,870			~~723~~1,~~547~~236,720
Intercompany notes payable	123,732			31,835
Affiliate notes payable	470,165			470,047
Other long-term liabilities	44,040			46,477
Deferred tax liabilities	25,721			20,577
Total liabilities	2,695,434			2,446,892
Other long-term liabilities	78,564			69,824
Commitments and contingencies (Note 10)
Total liabilities	4,101,178			3,261,438
Commitments and contingencies (Note 9)
Equity:
Member's equity	1,~~198~~489,~~843~~892			~~933~~1,~~164~~479,175
Retained earnings	1370,~~108,630~~616			~~853~~349,~~527~~654
Accumulated other comprehensive loss	(1323,~~922~~733		)	(1424,~~538~~770		)
Total equity	2,293,551			1,772,153
Total PBF Holding Company LLC equity	1,836,775			1,804,059
Total liabilities and equity	$	4,988,985		$	4,219,045
Noncontrolling interest	12,646			17,225
Total equity	1,849,421			1,821,284
Total liabilities and equity	$	5,950,599		$	5,082,722

See notes to condensed consolidated financial statements.

PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	2016			2015			2016			2015
Revenues	$	53,~~260~~855,~~003~~773		$	43,~~858~~550,~~880~~664		$	156,~~308~~655,~~155~~958		$	146,~~335~~545,~~020~~800
Costs and expenses:
Cost of sales, excluding depreciation	43,~~685~~284,~~652~~748			43,~~663~~026,~~697~~975			135,~~776~~730,~~574~~731			135,~~394~~556,~~777~~015
Operating expenses, excluding depreciation	~~200~~271,~~858~~539			192,~~647~~150			~~679~~568,~~538~~178			~~601~~425,~~245~~527
General and administrative expenses	3438,~~786~~091			2235,~~653~~783			~~103~~71,~~505~~360			7168,~~888~~313
Loss (gain) on sale of assets	183,222			(48632		)	~~(162~~3,222		)	(48991		)
Depreciation and amortization expense	6748,~~686~~919			2747,~~435~~015			~~135~~103,~~417~~212			8193,~~530~~274
	4,989,000			4,906,384			14,694,872			14,149,392
	3,646,519			3,301,291			6,476,703			6,142,138
Income (loss) from operations	271,003			(47,504		)	613,283			185,628
Income from operations	209,254			249,373			179,255			403,662
Other income (expense)
Other (expenses) income
Change in fair value of catalyst leases	5(1,~~543~~748		)	(21,~~363~~949		)	1(4,~~204~~633		)	3,~~118~~988
Interest expense, net	(2431,~~031~~279		)	(2622,~~363~~955		)	(7564,~~704~~550		)	(6944,~~712~~027		)
Net income (loss)	$	252,515		$	(76,230	)	$	538,783		$	119,034
Income before income taxes	176,227			228,367			110,072			363,623
Income tax (benefit) expense	(5,277		)	—			26,996			—
Net income	181,504			228,367			83,076			363,623
Less: net income attributable to noncontrolling interests	90			—			393			—
Net income attributable to PBF Holding Company LLC	$	181,414		$	228,367		$	82,683		$	363,623

See notes to condensed consolidated financial statements.

PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited, in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	2016			2015			2016			2015
Net income (loss)	$	252,515		$	(76,230	)	$	538,783		$	119,034
Net income	$	181,504		$	228,367		$	83,076		$	363,623
Other comprehensive income (loss):
Other comprehensive income:
Unrealized (loss) gain on available for sale securities	(160		)	13			(75		)	7
Unrealized gain (loss) on available for sale securities	99			(75		)	405			(4		)
Net gain (loss) on pension and other postretirement benefits	242			108			691			324
Net gain on pension and other postretirement benefits	316			400			632			800
Total other comprehensive income (loss)	82			121			616			331
Total other comprehensive income	415			325			1,037			796
Comprehensive income (loss)	$	252,597		$	(76,109	)	$	539,399		$	119,365
Comprehensive income	181,919			228,692			84,113			364,419
Less: comprehensive income attributable to noncontrolling interests	90			—			393			—
Comprehensive income attributable to PBF Holding Company LLC	$	181,829		$	228,692		$	83,720		$	364,419

See notes to condensed consolidated financial statements.

PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

	Nine Months Ended September 30,
	Six Months Ended June 30,
	2014			2013
	2016			2015
Cash flows from operating activities:
Net income	$	~~538~~83,~~783~~076		$	~~119~~363,~~034~~623
Adjustments to reconcile net income to net cash provided by (used in) operations:
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization	~~140~~107,~~863~~945			8697,~~417~~378
Stock-based compensation	49,~~725~~999			23,~~750~~781
Change in fair value of catalyst lease obligations	(14,~~204~~633		)	(3,~~118~~988		)
Non-cash change in inventory repurchase obligations	(31,602		)	(13,362		)
Deferred income taxes	27,060			—
Pension and other post retirement benefit costs	16,462			12,654
Change in non-cash lower of cost or market inventory adjustment	(216,843		)	(127,166		)
Gain on disposition of property, plant and equipment	(162		)	(48		)
Non-cash change in inventory repurchase obligations	26,172			89,203
Changes in current assets and current liabilities:
Pension and other post retirement benefit costs	15,355			12,893
Accounts receivable	(101,752		)	(74,083		)
Loss (gain) on sale of assets	3,222			(991		)
Due to/from affiliates	3,998			14,721
Changes in operating assets and liabilities:
Inventories	(378,538		)	31,165
Accounts receivable	(190,645		)	11,042
Prepaid assets and other current assets	25,612			(42,745		)
Due to/from affiliates	(2,457		)	10,095
Accounts payable	(76,008		)	203,865
Inventories	82,579			(84,619		)
Accrued expenses	268,649			52,513
Prepaid expense and other current assets	(16,422		)	3,874
Deferred revenue	(6,017		)	(208,661		)
Accounts payable	58,642			18,534
Other assets and liabilities	(15,740		)	(18,375		)
Accrued expenses	164,247			(99,392		)
Net cash provided by (used in) operations	388,069			162,727
Deferred revenue	3,767			5,991
Other assets and liabilities	(12,522		)	(4,954		)
Net cash provided by operations	147,808			295,304
Cash flows from investing activities:
Expenditures for property, plant and equipment	(~~253~~110,~~454~~035		)	(~~201~~224,~~906~~046		)
Expenditures for deferred turnaround costs	(58106,~~423~~649		)	(1522,~~859~~918		)
Expenditures for other assets	(1321,~~446~~325		)	(105,~~584~~424		)
Proceeds from sale of assets	74,343			30,826
Chalmette Acquisition working capital settlement	(2,659		)	—
Net cash used in investing activities	(250,980		)	(197,523		)
Proceeds from sale of assets	6,860			138,131
Net cash used in investing activities	(233,808		)	(114,257		)
Cash flows from financing activities:
Proceeds from members' capital contributions	328,664			—
Distributions to members	(61,667		)	—
Distributions to members	(283,680		)	(186,684		)
Proceeds from affiliate notes payable	635			30,000
Proceeds from intercompany notes payable	90,761			31,632
Repayment of affiliate notes payable	(517		)	—
Proceeds from Rail Facility revolver borrowings	~~35,925~~—			—70,750
Proceeds from revolver borrowings	395,000			745,000
Repayments of Rail Facility revolver borrowings	(6,970		)	(64,626		)
Repayments of revolver borrowings	(410,000		)	(730,000		)
Proceeds from revolver borrowings	550,000			—
Payment of contingent consideration related to acquisition of Toledo refinery	—			(21,357		)
Net cash provided by financing activities	481,481			36,124
Deferred financing costs and other	(10,382		)	(669		)
Net increase in cash and cash equivalents	395,481			217,171
Net cash provided by (used in) financing activities	146,288			(162,078		)
Cash and cash equivalents, beginning of period	914,749			218,403
Net increase (decrease) in cash and cash equivalents	283,377			(196,874		)
Cash and cash equivalents, end of period	$	1,310,230		$	435,574
Cash and equivalents, beginning of period	76,970			254,291
Cash and equivalents, end of period	$	360,347		$	57,417
Supplemental cash flow disclosures
Non-cash activities:
Conversion of Delaware Economic Development Authority loan to grant	$	4,000		$	4,000
Accrued distributions	$	—		$	146,585
Accrued construction in progress and unpaid fixed assets	65,193			7,649
Distribution of assets to PBF Energy Company LLC	—			15,975
Distribution of assets to PBF Energy Company LLC	70,185			—
Accrued construction in progress and unpaid fixed assets	8,149			21,367

See notes to condensed consolidated financial statements.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description of the Business

PBF Holding Company LLC ("PBF Holding" or the "Company"), a Delaware limited liability company, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. PBF Holding is a wholly-owned subsidiary of PBF Energy Company LLC ("PBF LLC"). PBF Energy Inc. ("PBF Energy") is the sole managing member of, and owner of an equity interest representing approximately 9095.42% of the outstanding economic interest in, PBF LLC as of ~~September~~ June 30, ~~2014~~2016. PBF Finance Corporation ("PBF Finance") is a wholly-owned subsidiary of PBF Holding. Delaware City Refining Company LLC ("~~DCR"),~~ Delaware ~~Pipeline~~City ~~Company~~Refining" ~~LLC~~or "DCR"), PBF Power Marketing LLC, PBF Energy Limited, Paulsboro Refining Company LLC ("Paulsboro Refining"), Paulsboro Natural Gas Pipeline Company LLC, ~~and~~ Toledo Refining Company LLC ("Toledo Refining" or "TRC"), Chalmette Refining, L.L.C. ("Chalmette Refining") and MOEM Pipeline LLC are PBF ~~Holding’~~LLC's principal operating subsidiaries and are all wholly-owned subsidiaries of PBF Holding. In addition, PBF LLC, through Chalmette Refining, holds an 80% interest in and consolidates Collins Pipeline Company and T&M Terminal Company. Collectively, PBF Holding and its consolidated subsidiaries are referred to hereinafter as the "Company".

On May 14, 2014, PBF Logistics LP ("PBFX"), a Delaware master limited partnership, completed its initial public offering (the "PBFX Offering") of 15,812,500 common units. ~~PBF~~Subsequent ~~Logistics~~to ~~GP LLC (“PBF GP”) serves as~~ the ~~general partner of~~ PBFX~~. PBF~~ ~~GP is wholly-owned by PBF LLC. In connection with the PBFX~~ Offering, PBF Holding ~~distributed to PBF LLC the assets~~ and ~~liabilities of certain crude oil terminaling assets, which were immediately contributed by~~ PBF LLC toentered ~~PBFX.~~into ~~The~~a ~~assets~~series ~~were previously owned and operated by PBF Holding’s subsidiaries, Delaware City Refining Company LLC and Toledo Refining Company LLC. The initial assets distributed consisted~~ of ~~the~~drop-down ~~Delaware~~transactions City Rail Unloading Terminal (“DCR Rail Terminal”), which was part of PBF Holding’s Delaware City, Delaware refinery, and the Toledo Truck Unloading Terminal (“Toledo Truck Terminal” and together with ~~DCR Rail Terminal, the “Contributed Assets”), which was part of PBF Holding’s Toledo, Ohio refinery. The Contributed Assets did not generate third party or intra-entity revenue prior to the~~ PBFX ~~Offering~~. The exchange for the Contributed Assets is described in the Contribution Agreement (as defined herein) (refer to Note 9 "Related Party Transactions" of our Notes to Condensed Consolidated Financial Statements).

~~Effective~~During ~~September 30,~~ 2014, PBF Holding distributed to PBF LLC all of the equity interests of ~~DCR's~~certain of its wholly-owned ~~subsidiary~~subsidiaries, ~~Delaware~~whose ~~City~~assets ~~Terminaling~~consist ~~Company~~of IIa ~~LLC~~heavy ~~("DCT~~crude ~~II"),~~oil ~~which~~rail ~~assets~~unloading ~~consist~~facility ~~solely~~(also, capable of ~~the~~unloading ~~Delaware~~light ~~City~~crude ~~heavy~~oil) ~~crude~~at ~~unloading~~the ~~rack~~Delaware City refinery (the "DCR West Rack") and a tank farm and related facilities located at our Toledo refinery, ~~immediately~~including ~~prior~~a topropane storage and loading facility (the ~~contribution~~"Toledo Storage Facility"), which were subsequently acquired by PBFX. In addition, on May 14, 2015, PBF ~~LLC~~Holding ofdistributed ~~such~~to ~~equity~~PBF ~~interests~~LLC, which subsequently contributed to PBFX., ~~The~~all ~~DCR~~of ~~West~~the ~~Rack~~issued ~~was~~and ~~previously~~outstanding ~~owned~~limited liability company interests of Delaware Pipeline Company LLC and ~~operated~~Delaware byCity ~~DCT~~Logistics IICompany LLC, whose assets consist of a product pipeline, truck rack and isrelated facilities located at ~~the~~our ~~Company's~~ Delaware City, refinery (collectively referred to as the “Delaware ~~refinery.~~City ~~The~~Products ~~DCR~~Pipeline ~~West~~and Truck Rack”). ~~has~~Refer anto ~~estimated~~Note ~~throughput~~8 ~~capacity~~"Related Party Transactions" of ~~approximately~~our ~~40,000~~Notes ~~barrels~~to ~~per~~Condensed ~~day~~Consolidated ~~("bpd")~~Financial Statements for further information on agreements entered into with PBFX. ~~The~~Substantially ~~DCR~~all ~~West~~of ~~Rack,~~the ~~through~~Company’s ~~ownership~~operations are in the United States. As of ~~DCT~~June 30, II2016, ~~was~~the ~~subsequently~~Company’s ~~acquired~~four byoil ~~PBFX~~refineries asare ~~described~~all engaged in the ~~Contribution~~refining ~~Agreement~~of ~~dated~~crude ~~September~~oil 16and other feedstocks into petroleum products, ~~2014~~and ~~(refer~~have been aggregated to ~~Note~~form 9one ~~"Related~~reportable ~~Party~~segment. ~~Transactions"~~To generate earnings and cash flows from operations, the Company is primarily dependent upon processing crude oil and selling refined petroleum products at margins sufficient to cover fixed and variable costs and other expenses. Crude oil and refined petroleum products are commodities; and factors largely out of ~~our~~the ~~Notes~~Company’s control can cause prices to ~~Condensed~~vary ~~Consolidated~~over ~~Financial~~time. ~~Statements)~~The potential margin volatility can have a material effect on the Company’s financial position, earnings and cash flow.

Substantially all of the Company’s operations are in the United States. The Company’s three oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and have been aggregated to form one reportable segment. To generate earnings and cash flows from operations, the Company is primarily dependent upon processing crude oil and selling refined petroleum products at margins sufficient to cover fixed and variable costs and other expenses. Crude oil and refined petroleum products are commodities and factors largely out of the Company’s control can cause prices to vary over time. The potential margin volatility can have a material effect on the Company’s financial position, earnings and cash flow.

Basis of Presentation

The unaudited condensed consolidated financial information furnished herein reflects all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, considered necessary for a fair presentation of the financial position and the results of operations and cash flows of the Company for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These interim condensed consolidated financial statements should be read in conjunction with the financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2015 of PBF Holding Company LLC and PBF Finance Corporation. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the full year.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~information~~Noncontrolling ~~and~~Interest notes required by GAAP for complete financial statements. These interim condensed consolidated financial statements should be read in conjunction with the financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2013 of PBF Holding Company LLC and PBF Finance Corporation. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the full year.

Subsequent to the Chalmette Acquisition (as defined below), PBF Holding recorded noncontrolling interest in two subsidiaries of Chalmette refinery. PBF Holding, through Chalmette Refining, owns an 80% ownership interest in both Collins Pipeline Company and T&M Terminal Company. The Company recorded aggregate earnings related to the noncontrolling interest in these subsidiaries of $90 and $393 for the three and six months ended June 30, 2016, respectively.

Prior Period Correction

During the quarter ended March 31, 2016, the Company recorded an out-of-period adjustment increasing deferred income tax liabilities and income tax expense by $30,481 as described in Note 6, Income Taxes. The Company has considered existing guidance in evaluating whether a restatement of prior financial statements is required as a result of these misstatements. The Company has quantitatively and qualitatively assessed the materiality of the errors and concluded that this correction did not have a material impact on the financial statements as of and for the three months ended March 31, 2016 nor as of and for the six months ended June 30, 2016 and the errors were not material to the prior period financial statements, and accordingly, the Company has not restated any prior period amounts.

Recently Adopted Accounting Guidance

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

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

Recent Accounting Pronouncements

In ~~May~~August ~~2014~~2015, the Financial Accounting Standards Board ("FASB") issued ASU No. ~~2014~~2015-0914, "“Revenue from Contracts with Customers" (~~"ASU~~Topic ~~2014-09"~~606),: ~~which~~Deferral ~~establishes~~of athe ~~comprehensive~~Effective ~~new~~Date” ~~revenue~~(“ASU ~~recognition~~2015-14”), ~~model~~which ~~designed~~defers ~~to depict~~ the ~~transfer~~effective date of ~~goods~~ASU or2014-09, ~~services~~“Revenue tofrom aContracts ~~customer~~with inCustomers” an(“ASU ~~amount~~2014-09”) ~~that~~for ~~reflects~~all ~~the~~entities ~~consideration~~by ~~the~~one ~~entity~~year. ~~expects~~The toguidance ~~be entitled to receive~~ in ~~exchange for those goods or services and requires significantly enhanced revenue disclosures.~~ ASU 2014-09 will replace most existing revenue recognition guidance in ~~U.S.~~ GAAP when it becomes effective. ~~The~~Under ~~standard~~ASU is2015-14, this guidance becomes effective for interim and annual periods beginning after December 15, ~~2016~~2017 and permits the use of either the retrospective or cumulative effect transition method. ~~Early~~Under ASU 2015-14, early adoption is ~~not~~ permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

2In November 2015, the FASB issued ASU No. ~~INVENTORIES~~2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), which requires deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. Under ASU 2015-17, this guidance becomes effective for annual periods beginning after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016 and interim periods within those years with early adoption permitted as of the beginning of an annual or

Inventories consisted of the following:

September 30, 2014
	Titled Inventory		Inventory Supply and Intermediation Arrangements		Total
Crude oil and feedstocks	$	711,980	$	53,247	$	765,227
Refined products and blendstocks	642,919		343,112		986,031
Warehouse stock and other	36,207		—		36,207
	$	1,391,106	$	396,359	$	1,787,465

December 31, 2013
	Titled Inventory		Inventory Supply and Intermediation Arrangements		Total
Crude oil and feedstocks	$	518,599	$	89,837	$	608,436
Refined products and blendstocks	425,033		378,286		803,319
Warehouse stock and other	33,762		—		33,762
	$	977,394	$	468,123	$	1,445,517

Inventory under inventory supply and intermediation arrangements includes certain crude oil stored at the Company’s Delaware City refinery's storage facilities that the Company will purchase as it is consumed in connection with its crude supply agreement; and light finished products sold to counterparties in connection with the intermediation agreements and stored in the Paulsboro and Delaware City refineries' storage facilities.

At September 30, 2014 and December 31, 2013, the replacement value of inventories exceeded the LIFO carrying value by approximately $7,388 and $78,407, respectively.

3. IMPAIRMENT

In connection with the Company’s annual capital budgeting process, the Company determined that it would abandon a capital project at the Delaware City refinery related to the construction of a new hydrocracker (the “Hydrocracker Project”). The carrying value of the Hydrocracker Project was $28,508 and was included in Property, plant and equipment, net.

As part of the 2015 annual capital budgeting process, which began in the third quarter of 2014, all outstanding capital projects were evaluated for feasibility and economic viability. The Hydrocracker Project was undertaken to produce low-sulfur heating oil for certain states in which the Company conducts business. In connection with this capital budget evaluation and coinciding with the preparation of these interim condensed consolidated financial statements, the Company decided that it would pursue an alternative capital project. This alternative capital project entails changing existing oil flows and reconfiguring existing process units to produce the fuels necessary to meet low-sulfur heating oil standards. Based on initial production results as of September 30, 2014, it was determined that this alternative project would allow the Company to meet the demands for the new low-sulfur heating oil requirements while reducing the overall capital investment required as compared to the Hydrocracker Project. As such, it was determined that there would be no additional capital investment in the Hydrocracker Project and the full carrying value of the project was not recoverable as of September 30, 2014.

The total pre-tax impairment charge of $28,508 was recorded in depreciation and amortization expense during the three and nine month periods ended September 30, 2014. No additional cash expenditures will be required related to the Hydrocracker Project.

4. DEFERRED CHARGES AND OTHER ASSETS, NET

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

	September 30, 2014		December 31, 2013
Deferred turnaround costs, net	$	143,468	$	119,383
Catalyst	79,026		88,964
Deferred financing costs, net	31,879		26,541
Restricted cash	13,618		12,117
Linefill	10,230		9,636
Intangible assets, net	424		653
Other	5,751		5,185
	$	284,396	$	262,479

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

5interim period after the issuance of the ASU. ~~ACCRUED~~The ~~EXPENSES~~Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

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

	September 30, 2014		December 31, 2013
Inventory-related accruals	$	822,733	$	533,012
Inventory supply and intermediation arrangements	350,647		454,893
Accrued transportation costs	50,148		29,762
Accrued salaries and benefits	41,817		10,799
Excise and sales tax payable	22,372		42,814
Accrued utilities	15,813		25,959
Accrued construction in progress	14,135		33,747
Customer deposits	13,859		23,621
Accrued interest	9,282		22,570
Renewable energy credit obligations	4,481		15,955
Other	46,503		17,813
	$	1,391,790	$	1,210,945

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

~~The~~In ~~Company~~March ~~has~~2016, the ~~obligation~~FASB toissued ~~repurchase~~ASU ~~certain~~No. ~~intermediates~~2016-06, “Derivatives and ~~finished~~Hedging ~~products~~(Topic ~~that~~815): ~~are~~Contingent ~~held~~Put and Call Options in Debt Instruments No. 2016-06 March 2016 a consensus of the ~~Company’s~~FASB ~~refinery~~Emerging ~~storage~~Issues ~~tanks~~Task Force” (“ASU 2016-06”), to increase consistency in ~~accordance~~practice ~~with~~in ~~the~~applying ~~Inventory~~guidance ~~Intermediation~~on ~~Agreements~~determining ~~with~~if J.an ~~Aron~~embedded &derivative ~~Company,~~is aclearly ~~subsidiary~~and ofclosely ~~The~~related ~~Goldman~~to ~~Sachs~~the ~~Group~~economic characteristics of the host contract, ~~Inc.~~specifically ~~("J.~~for ~~Aron"~~assessing whether call (put) options that can accelerate the repayment of principal on a debt instrument meet the clearly and closely related criterion. AThe ~~liability~~guidance ~~included~~in ASU 2016-06 applies to all entities that are issuers of or investors in ~~Inventory~~debt ~~supply~~instruments ~~and~~(or ~~intermediation~~hybrid ~~arrangements~~financial isinstruments ~~recorded~~that atare ~~market~~determined ~~price~~to ~~for~~have ~~the~~a Jdebt host) with embedded call (put) options. ~~Aron~~ASU ~~owned~~2016-06 ~~inventory~~is ~~held~~effective infor ~~the~~interim ~~Company's~~and ~~storage~~annual ~~tanks~~periods ~~under~~beginning ~~the~~after ~~Inventory~~December ~~Intermediation~~15, ~~Agreements~~2016, ~~with~~and ~~any~~requires ~~change~~a inmodified ~~the~~retrospective ~~market~~approach ~~price~~to ~~being~~adoption. ~~recorded~~Early inadoption ~~cost~~is permitted. The Company is currently evaluating the impact of ~~sales~~this new standard on its consolidated financial statements and related disclosures.

~~Prior~~In toMarch ~~July 1~~2016, ~~2013,~~ the ~~Company~~FASB ~~had~~issued ~~the~~ASU ~~obligation~~No. to2016-09, ~~repurchase~~“Compensation ~~certain~~- ~~intermediates~~Stock ~~and~~Compensation ~~lube~~(Topic ~~products~~718): ~~under~~Improvements ~~its~~to ~~product~~Employee ~~offtake~~Share-Based ~~agreements~~Payment ~~with~~Accounting” ~~Morgan~~(“ASU ~~Stanley~~2016-09”) ~~Capital~~which ~~Group~~is ~~Inc.~~intended ~~(“MSCG”)~~to ~~that~~simplify ~~were~~certain ~~held~~aspects inof the ~~Company’s~~accounting ~~refinery~~for ~~storage~~share-based ~~tanks~~payments into ~~Delaware~~employees. ~~City~~The ~~and~~guidance ~~Paulsboro. These~~in ~~offtake~~ASU ~~agreements~~2016-09 ~~with~~requires ~~MSCG~~all ~~terminated~~income intax ~~July~~effects ~~2013.~~of Aawards ~~liability~~to ~~included~~be recognized in ~~Accrued~~the ~~expenses~~income ~~was~~statement ~~recorded~~when atthe ~~market~~awards ~~price~~vest ~~for~~or ~~the~~are ~~volumes~~settled ~~held~~rather inthan ~~storage~~recording ~~consistent~~excess ~~with~~tax ~~the~~benefits ~~terms~~or ofdeficiencies ~~the~~in ~~intermediation~~additional ~~agreements~~paid-in ~~with~~capital. ~~any~~The ~~change~~guidance in ~~the~~ASU ~~market~~2016-09 ~~price~~also ~~recorded~~allows inan ~~cost~~employer to repurchase more of ~~sales. The~~an ~~liability~~employee’s ~~represented~~shares ~~the~~than ~~amount~~it ~~the~~can ~~Company~~today ~~expected~~for tax withholding purposes without triggering liability accounting and to ~~pay~~make a policy election to ~~repurchase~~account ~~the~~for ~~volumes~~forfeitures ~~held~~as inthey ~~storage~~occur. ~~The~~ ~~Company~~ASU ~~recorded~~2016-09 aalso ~~non~~contains additional guidance for nonpublic entities that do not apply to the Company. ASU 2016-~~cash~~09 ~~benefit~~is ofeffective $0for interim and ~~$20~~annual periods beginning after December 15,~~248~~ ~~related~~2016, and requires a modified retrospective approach to ~~this~~adoption. ~~liability~~Early ~~for~~adoption is permitted. The Company is currently evaluating the ~~three~~impact ~~and~~of ~~nine~~this ~~months~~new ~~ended~~standard ~~September 30,~~on ~~2013,~~its ~~respectively~~consolidated financial statements and related disclosures.

~~The~~In ~~Company~~June is2016, ~~subject~~the toFASB ~~obligations~~issued toASU ~~purchase~~No. ~~Renewable~~2016-13, ~~Identification~~“Financial ~~Numbers~~Instruments ~~("RINs")~~- ~~required~~Credit toLosses ~~comply~~(Topic ~~with~~326): ~~the~~Measurement ~~Renewable~~of ~~Fuels~~Credit ~~Standard.~~Losses ~~The~~on ~~Company's~~Financial ~~overall~~Instruments” ~~RINs~~(“ASU ~~obligation~~2016-13”) iswhich ~~based~~requires oncredit alosses ~~percentage~~on ofavailable-for-sale ~~domestic~~debt ~~shipments~~securities ofto ~~on-road~~be ~~fuels~~presented as ~~established~~an byallowance ~~the~~rather ~~Environmental~~than ~~Protection~~as ~~Agency~~a ~~("EPA")~~write-down. To ~~the~~This ~~degree~~approach ~~the Company~~ is ~~unable~~an improvement to ~~blend~~current ~~the~~GAAP ~~required~~because ~~amount~~an ofentity ~~biofuels~~will be able to ~~satisfy~~record ~~its~~reversals ~~RINs~~of ~~obligation,~~credit ~~RINs~~losses ~~must~~(in besituations ~~purchased~~in onwhich the ~~open~~estimate ~~market~~of tocredit ~~avoid~~losses ~~penalties~~declines) ~~and~~in ~~fines. The~~current ~~Company~~period ~~records~~net ~~its~~income, ~~RINs~~which ~~obligation~~in onturn ashould ~~net~~align ~~basis~~the inincome ~~Accrued~~statement ~~expenses~~recognition ~~when~~of ~~its~~credit ~~RINs~~losses ~~liability~~with isthe ~~greater~~reporting ~~than~~period ~~the~~in ~~amount~~which ofchanges ~~RINs~~occur. ~~earned~~Current ~~and~~GAAP ~~purchased~~prohibits inreflecting athose ~~given~~improvements in current period ~~and~~earnings. inASU ~~Prepaid~~2016-13 ~~expenses~~is ~~and~~effective ~~other~~for ~~current~~interim ~~assets~~and ~~when~~annual ~~the~~periods ~~amount~~beginning ofafter ~~RINs~~December ~~earned~~15, 2019, and ~~purchased~~requires isa ~~greater~~modified ~~than~~retrospective ~~the~~approach ~~RINs~~to ~~liability~~adoption. Early adoption is permitted for

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

6interim and annual periods beginning after December 15, 2018. ~~CREDIT~~The ~~FACILITIES~~Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

~~PBF~~2. ~~Holding Revolving Credit Facility~~ ACQUISITIONS

OnChalmette August 15, 2014, PBF Holding amended and restated the terms of its asset based revolving credit agreement ("Revolving Loan") to increase the maximum availability under the facility from $1,610,000 to $2,500,000. Borrowings under the Revolving Loan bear interest either at the Alternative Base Rate plus the Applicable Margin or at the Adjusted LIBOR Rate plus the Applicable Margin, all as defined in the agreement. The Applicable Margin ranges from 1.50% to 2.25% for Adjusted LIBOR Rate Loans and from 0.50% to 1.25% for Alternative Base Loans, depending on the Company's debt rating. The Revolving Loan's maturity has been extended to August 2019 and the sublimit for letters of credit has been increased from $1,000,000 to $1,500,000. In addition, an accordion feature allows for commitments of up to $2,750,000. The commitment fees on the unused portions, the interest rate on advances and the fees for letters of credit have also been reduced under the Revolving Loan. The Revolving Loan's covenants and other related terms have not materially changed due to the amendment and restatement. The Revolving Loan is available to be used for working capital and other general corporate purposes. Acquisition

AtOn ~~September 30~~November 1, ~~2014~~2015, the Company acquired from ExxonMobil, Mobil Pipe Line Company and ~~December 31~~PDV Chalmette, ~~2013~~L.L.C., ~~there~~100% ~~was~~of $0the ownership interests of Chalmette Refining, which owns the Chalmette refinery and ~~$15~~related logistics assets (collectively,~~000~~ the “Chalmette Acquisition”). The Chalmette refinery, ~~respectively~~located outside of New Orleans, ~~outstanding~~Louisiana, ~~under~~is a dual-train coking refinery and is capable of processing both light and heavy crude oil. Subsequent to the ~~Revolving~~closing ~~Loan~~of the Chalmette Acquisition, Chalmette Refining is a wholly-owned subsidiary of PBF Holding. Chalmette Refining is strategically positioned on the Gulf Coast with logistics connectivity that offers flexible raw material sourcing and product distribution opportunities, including the potential to export products and provides geographic diversification into PADD 3.

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

~~Effective~~The ~~March~~aggregate ~~25,~~purchase ~~2014,~~price ~~PBF~~for ~~Rail~~the ~~Logistics~~Chalmette ~~Company~~Acquisition ~~LLC~~was ~~(“PBF Rail”)~~$322,000 anin ~~indirect~~cash, ~~wholly-owned~~plus ~~subsidiary~~inventory ofand ~~PBF~~final ~~Holding,~~working ~~entered~~capital ~~into~~of a $~~250~~245,~~000~~963. ~~secured~~As ~~revolving~~described ~~credit~~below, ~~agreement (~~the ~~“Rail~~valuation ~~Facility”) with a consortium~~ of ~~eleven~~the ~~lenders,~~working ~~including~~capital ~~Credit~~was ~~Agricole~~finalized ~~Corporate~~in &the ~~Investment~~first ~~Bank~~quarter ~~(“CA-CIB”)~~of ~~as Administrative Agent~~2016. The ~~primary~~transaction ~~purpose~~was offinanced ~~the~~through ~~Rail~~a ~~Facility~~combination ~~is to fund the acquisition by PBF Rail~~ of ~~coiled~~cash ~~and~~on ~~insulated~~hand ~~crude tank cars~~ and ~~non-coiled~~borrowings ~~and~~under ~~non-insulated~~the ~~general~~Company’s ~~purpose~~asset ~~crude~~based ~~tank~~revolving ~~cars~~credit agreement (the "~~Eligible~~Revolving ~~Railcars~~Loan") ~~before December 2015~~.

The ~~amount~~Company ~~available~~accounted tofor bethe ~~advanced~~Chalmette ~~under~~Acquisition ~~the~~as ~~Rail~~a ~~Facility~~business ~~equals~~combination ~~70%~~under ofGAAP ~~the~~whereby ~~lesser~~we ofrecognize ~~the~~assets ~~aggregate~~acquired ~~Appraised~~and ~~Value~~liabilities ofassumed ~~the~~in ~~Eligible~~an ~~Railcars,~~acquisition orat ~~the~~their ~~aggregate~~estimated ~~Purchase~~fair ~~Price~~values as of ~~such~~the ~~Eligible~~date ~~Railcars,~~of asacquisition. ~~these~~Any ~~terms~~excess ~~are~~consideration ~~defined~~transferred inover the ~~credit~~estimated ~~agreement. On~~fair ~~the~~values ~~first anniversary~~ of the ~~closing,~~identifiable ~~the~~net ~~advance~~assets ~~rate~~acquired ~~adjusts~~is ~~automatically~~recorded toas ~~65%~~goodwill. The ~~Rail~~final ~~Facility~~purchase ~~matures~~price onand fair value allocation were completed as of March 31, 2016. ~~and~~During ~~all~~the ~~outstanding~~measurement ~~advances~~period, ~~must~~which beended ~~repaid~~in atMarch ~~that~~2016, ~~time. At~~adjustments ~~any~~were ~~time~~made ~~prior~~ to ~~maturity~~the ~~PBF~~Company's ~~Rail~~preliminary ~~may~~fair ~~repay~~value ~~and~~estimates ~~re-borrow~~related ~~any~~primarily ~~advances~~to ~~without~~inventories ~~premium~~and oraccounts ~~penalty~~payable.

AtThe ~~PBF~~following ~~Rail's~~table ~~election,~~summarizes ~~advances bear interest at a rate per annum equal to one month LIBOR plus~~ the ~~Facility~~final ~~Margin~~amounts recognized for ~~Eurodollar~~assets ~~Loans,~~acquired orand ~~the~~liabilities ~~Corporate~~assumed ~~Base~~as ~~Rate~~of ~~plus~~ the ~~Facility~~acquisition ~~Margin~~date. ~~for~~The ~~Base~~total ~~Rate~~purchase ~~Loans~~consideration ~~(the~~and ~~Corporate Base Rate is equal to~~ the ~~higher~~fair values of the ~~prime~~assets ~~rate~~and asliabilities ~~determined~~at ~~by CA-CIB,~~ the ~~Federal~~acquisition ~~Funds~~date ~~Rate~~were ~~plus 50 basis points, or one month LIBOR plus 100 basis points), all~~ as ~~defined in the credit agreement. In addition, there is a commitment fee on the unused portion. Interest and fees are payable monthly.~~follows:

The lenders received a perfected, first priority security interest in all of PBF Rail's assets, including but not limited to (i) the Eligible Railcars, (ii) all railcar marks and other intangibles, (iii) the rights of PBF Rail under the Transportation Services Agreement (“TSA”) entered into between PBF Rail and PBF Holding, (iv) the accounts of PBF Rail, and (v) proceeds from the sale or other disposition of the Eligible Railcars, including insurance proceeds. In addition, the lenders received a pledge of the membership interest of PBF Rail held by PBF Transportation Company LLC, a wholly-owned subsidiary of PBF Holding. The obligations of PBF Holding under the TSA are guaranteed by each of Delaware City Refining Company LLC, Paulsboro Refining Company LLC, and Toledo Refining Company LLC.



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

At September 30, 2014, there was $35,925 outstanding under the Rail Facility.

Catalyst Leases

In July 2014, the Company completed a new three year lease of the Platinum catalyst at the Toledo Refinery. The annual fixed interest rate is 1.99% and the annual lease expense is approximately $326. In addition, the short-term

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

catalyst bridge lease entered into in November 2013 was settled during the quarter with an immaterial gain recognized during the three and nine months ended September 30, 2014.



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

7In addition, in connection with the acquisition of Chalmette Refining, the Company acquired Collins Pipeline Company and T&M Terminal Company, which are both C-corporations for tax purposes. ~~INCOME~~As ~~TAXES~~a result, the Company recognized a deferred tax liability of $25,721 attributable to the book and tax basis difference in the C-corporation assets, which had a corresponding impact on noncontrolling interests of $5,144.

~~PBF~~The ~~Holding~~Company’s isconsolidated afinancial ~~limited~~statements ~~liability~~for ~~company~~the ~~treated~~three asand asix ~~"flow-through"~~months ~~entity~~ended ~~for~~June 30, 2016 include the results of operations of the Chalmette refinery whereas the same periods in 2015 do not include the results of operations of the Chalmette refinery. On an unaudited pro forma basis, the revenues and net income ~~tax~~of ~~purposes~~the Company assuming the acquisition had occurred on January 1, 2014, are shown below. ~~Accordingly~~ The unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisition occurred on January 1, ~~there~~2014, nor is nothe ~~benefit~~financial orinformation ~~provision~~indicative ~~for~~of ~~federal~~the orresults ~~state~~of ~~income~~future ~~tax~~operations. inThe ~~the~~unaudited ~~PBF~~pro ~~Holding~~forma financial ~~statements~~information includes the depreciation and amortization expense related to the acquisition and interest expense associated with the financing of the Chalmette Acquisition.

8. INTERCOMPANY NOTES PAYABLE



(Unaudited)	Six Months Ended June 30, 2015
Pro forma revenues	$	8,831,441
Pro forma net income attributable to PBF Holding Company LLC	$	435,593

AsThe ofunaudited ~~September 30, 2014, PBF Holding had outstanding notes payable with PBF Energy and PBF LLC for an aggregate principal~~ amount of ~~$123,732~~revenues ~~($31,835~~and asnet ofincome ~~December~~above ~~31, 2013). The notes~~ have anbeen ~~interest~~calculated ~~rate~~after ofconforming ~~2.5%~~Chalmette ~~and~~Refining's aaccounting ~~five~~policies ~~year~~to ~~term~~those ~~but~~of ~~may~~the beCompany ~~prepaid~~and incertain ~~whole or in part at any~~ one-time, ~~at the option of PBF Holding, without penalty or premium~~adjustments.

9.Acquisition ~~RELATED PARTY TRANSACTIONS~~Expenses

~~PBF~~The ~~Holding~~Company ~~entered~~incurred ~~into~~acquisition ~~agreements~~related ~~with~~costs ~~PBFX~~consisting ~~that~~primarily ~~establish~~of ~~fees~~consulting ~~for~~and ~~certain~~legal ~~general~~expenses ~~and~~related ~~administrative~~to ~~services~~the Chalmette Acquisition, the Torrance Acquisition (as defined in "Note 13 - Subsequent Events"), and ~~operational~~other pending and ~~maintenance~~non-consummated ~~services~~acquisitions ~~provided~~of by$2,410 and $7,134 in the ~~Company~~three toand ~~PBFX~~six months ended June 30, 2016, respectively. In ~~addition~~the three and six months ended June 30, 2015, the Company ~~executed~~incurred ~~terminal~~acquisition ~~services~~related ~~agreements~~costs ~~with~~of ~~PBFX~~$129 ~~under~~and ~~which~~$679 ~~PBFX~~respectively. ~~provides~~These ~~commercial~~costs ~~transportation~~are ~~and~~included ~~terminaling~~in ~~services~~the tocondensed ~~the~~consolidated ~~Company~~statement of operations in General and administrative expenses.

~~Contribution~~Cash ~~Agreements~~Held for Torrance Acquisition

OnAt ~~May~~June 830, ~~2014~~2016, ~~PBFX,~~the ~~PBF GP, PBF Energy, PBF LLC, PBF Holding, Delaware City Refining~~ Company's ~~LLC,~~Cash ~~Delaware City Terminaling Company LLC ("Delaware City Terminaling")~~ and ~~Toledo~~cash ~~Refining~~equivalents ~~Company~~included ~~LLC~~$998,542 ~~("TRC")~~that ~~entered~~was ~~into~~held ~~the~~to ~~Contribution~~fund ~~and Conveyance Agreement (~~the ~~“Contribution~~Torrance ~~Agreement”).~~Acquisition Onthat ~~May~~closed ~~14,~~on ~~2014,~~July ~~concurrent with the closing of the PBFX Offering~~1, ~~the~~2016. ~~following transactions occurred pursuant to the Contribution Agreement:~~

• DCR distributed all of the interests in Delaware City Terminaling and TRC distributed the Toledo Truck Terminal, in each case, to PBF Holding at their historical cost.

• PBF Holding contributed, at their historical cost, (i) all of the interests in Delaware City Terminaling and (ii) the Toledo Truck Terminal to PBFX in exchange for (a) 74,053 common units and 15,886,553 subordinated units representing an aggregate 50.2% limited partner interest in PBFX, (b) all of PBFX’s incentive distribution rights, (c) the right to receive a distribution of $30,000 from PBFX as reimbursement for certain preformation capital expenditures attributable to the contributed assets, and (d) the right to receive a distribution of $298,664; and in connection with the foregoing, PBFX redeemed PBF Holding’s initial partner interests in PBFX for $1.

• PBF Holding distributed to PBF LLC (i) its interest in PBF GP, (ii) the common units, subordinated units and incentive distribution rights, (iii) the right to receive a distribution of $30,000 as reimbursement for certain preformation capital expenditures, and (iv) the right to receive a distribution of $298,664.

Effective September 30, 2014, PBF LLC and PBFX closed the Contribution Agreement (the "Contribution Agreement II"), dated September 16, 2014. Pursuant to the terms of the Contribution Agreement II, PBF Holding distributed to PBF LLC all of the equity interests of DCT II, which assets consist solely of the DCR West Rack, immediately prior to the transfer of such equity interests by PBF LLC to PBFX. The DCR West Rack was previously owned and operated by PBF Holding’s subsidiary, DCT II, and is located at the Company's Delaware City, Delaware refinery. PBFX paid to PBF LLC total consideration of $150,000, consisting of $135,000 of cash and $15,000 of PBFX common units in exchange for the DCR West Rack.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~Commercial~~3. ~~Agreements~~INVENTORIES

~~PBF~~Inventories ~~Holding~~consisted entered into long-term, fee-based agreements with PBFX (for rail and truck terminaling services), subject to minimum volume commitments. Under these agreements, PBFX provides various rail and truck terminaling services to PBF Holding and PBF Holding has committed to provide PBFX with minimum fees based on minimum monthly throughput volumes of ~~crude~~the ~~oil. The fees under each of these agreements are indexed for inflation and any increase in operating costs for providing such services to subsidiaries of PBF Energy.~~ following:

Delaware City Rail Terminaling Services Agreement



June 30, 2016
	Titled Inventory			Inventory Supply and Intermediation Arrangements			Total
Crude oil and feedstocks	$	1,034,615		$	—		$	1,034,615
Refined products and blendstocks	739,813			371,013			1,110,826
Warehouse stock and other	63,588			—			63,588
	$	1,838,016		$	371,013		$	2,209,029
Lower of cost or market reserve	(765,620		)	(134,873		)	(900,493		)
Total inventories	$	1,072,396		$	236,140		$	1,308,536

On May 14, 2014, concurrent with the closing of the PBFX Offering, PBF Holding entered into a rail terminaling services agreement with PBFX to obtain terminaling services at the DCR Rail Terminal (the “DCR Terminaling Agreement”). Under the DCR Terminaling Agreement, PBF Holding was obligated to throughput aggregate volumes of crude oil of at least 75,000 bpd through September 30, 2014 and of at least 85,000 bpd for each quarter thereafter (in each case, calculated on a quarterly average basis) for a terminaling service fee of $2.00 per barrel, which will decrease to $0.50 per barrel to the extent volumes exceed the minimum throughput commitment. PBF Holding also pays PBFX for providing related ancillary services at the terminal that are specified in the agreement. The terminaling service fee is subject to (i) increase or decrease on January 1 of each year, beginning on January 1, 2015, by the amount of any change in the Producer Price Index, provided that the fee may not be adjusted below the initial amount and (ii) increase by the increase in any operating costs that increase greater than the Producer Price Index reasonably incurred by PBFX in connection with providing the services and ancillary services under the DCR Terminaling Agreement. The agreement will terminate on the first December 31st following the seventh anniversary and may be extended, at PBF Holding's option, for up to two additional five-year terms.



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

~~For~~Inventory ~~the~~under ~~three~~inventory supply and ~~nine~~intermediation ~~months~~arrangements ~~ended~~included ~~September 30,~~certain ~~2014,~~crude ~~PBF~~oil ~~Holding~~stored ~~paid~~at ~~PBFX~~the ~~$13,800~~Company’s ~~and~~Delaware ~~$21,000,~~City ~~respectively~~refinery's storage facilities that the Company was obligated to purchase as it was consumed in connection with its Crude Supply Agreement that expired on December 31, ~~for~~2015; ~~fees~~and ~~related~~light finished products sold to counterparties in connection with the ~~DCR~~A&R ~~Terminaling~~Intermediation ~~Agreement.~~Agreements and stored in the Paulsboro and Delaware City refineries' storage facilities.

~~Toledo~~Due ~~Truck~~to ~~Unloading~~the &lower ~~Terminaling~~crude ~~Agreement~~oil and refined product pricing environment beginning at the end of 2014 and continuing throughout 2015 and into 2016, the Company recorded adjustments to value its inventories to the lower of cost or market. During the three months ended June 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 $157,780 reflecting the net change in the lower of cost or market inventory reserve from $1,058,273 at March 31, 2016 to $900,493 at June 30, 2016. During the six months ended June 30, 2016, the Company recorded an adjustment to value its inventories to the lower of cost or market which increased operating income and net income by $216,843 reflecting the net change in the lower of cost or market inventory reserve from $1,117,336 at December 31, 2015 to $900,493 at June 30, 2016.

OnDuring ~~May 14, 2014, concurrent with~~ the ~~closing~~three ofmonths ~~the~~ended ~~PBFX~~June 30, ~~Offering~~2015, ~~PBF~~the ~~Holding~~Company ~~entered~~recorded ~~into~~an aadjustment ~~truck~~to ~~unloading~~value ~~and~~its ~~terminaling~~inventories ~~services agreement with PBFX~~ to ~~obtain terminaling services at~~ the ~~Toledo~~lower ~~Truck Terminal (“Toledo Terminaling Agreement”). Under the Toledo Terminaling Agreement, PBF Holding was obligated to throughput aggregate volumes~~ of ~~crude~~cost ~~oil~~or ofmarket atwhich ~~least~~increased ~~4,000~~operating ~~bpd~~income ~~(calculated~~and onnet aincome ~~quarterly~~by ~~average basis) for a terminaling service fee of~~ $~~1.00~~105,958 ~~per~~reflecting ~~barrel.~~the ~~The~~net ~~Toledo~~change ~~Terminaling~~in ~~Agreement~~the ~~was~~lower ~~amended and restated effective as~~ of ~~June~~cost 1,or ~~2014,~~market toinventory ~~among~~reserve ~~other~~from ~~things~~$668,902 ~~increase~~at ~~the~~March ~~minimum throughput volume commitment from 4~~31,~~000~~ ~~bpd~~2015 to 5$562,~~500~~944 ~~bpd~~at ~~beginning August 1~~June 30, ~~2014~~2015. ~~PBF~~ ~~Holding~~During ~~also pays PBFX for providing related ancillary services at~~ the ~~terminal~~six ~~which~~months ~~are~~ended ~~specified~~June 30, in2015 the ~~Toledo~~Company ~~Terminaling~~recorded ~~Agreement.~~an ~~The~~adjustment ~~terminaling~~to ~~service~~value ~~fee~~its isinventories ~~subject~~ to ~~(i) increase or decrease on January 1 of each year, beginning on January 1, 2015, by~~ the ~~amount~~lower of ~~any~~cost ~~change~~or inmarket ~~the~~which ~~Producer~~increased ~~Price~~both ~~Index,~~operating ~~provided~~income ~~that the fee may not be adjusted below the initial amount~~ and ~~(ii)~~net ~~increase~~income by ~~the~~$127,166 ~~increase~~reflecting ~~in any operating costs that increase greater than~~ the ~~Producer~~net Price Index reasonably incurred by PBFX in connection with providing the services and ancillary services under the Toledo Terminaling Agreement. The agreement will terminate on the first December 31st following the seventh anniversary and may be extended, at PBF Holding's option, for up to two additional five-year terms.

For the three and nine months ended September 30, 2014, PBF Holding paid PBFX $944 and $1,526, respectively, for fees related to the Toledo Terminaling Agreement.

Delaware City West Ladder Rack Terminaling Services Agreement

On October 1, 2014, PBF Holding and DCT II entered into an approximately seven year terminaling services agreement (the “West Ladder Rack Terminaling Agreement”) under which PBFX, through DCT II, provides rail terminaling services to PBF Holding. DCT II, immediately following the closing of the Contribution Agreement II, was merged with and into Delaware City Terminaling, a wholly-owned subsidiary of PBFX, with all property,

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~rights,~~change ~~liabilities and obligations of DCT II vesting~~ in ~~Delaware City Terminaling as~~ the ~~surviving~~lower ~~company.~~of ~~The~~cost ~~agreement~~or ~~may~~market beinventory ~~extended~~reserve byfrom ~~PBF Holding for two additional five year periods. Under the West Ladder Rack Terminaling Agreement~~$690,110 ~~PBF Holding is obligated to throughput aggregate volumes of crude oil of~~ at ~~least 40~~December 31,~~000~~ ~~bpd~~2014 ~~for a terminaling service fee equal~~ to $~~2.20 per barrel for all volumes of crude oil throughput up to the minimum throughput commitment~~562,944 and $1.50 per barrel for all volumes of crude oil throughput in excess of the minimum throughput commitment, in any contract quarter. PBF Holding also pays PBFX for providing related ancillary services at ~~the terminal which are specified in the West Ladder Rack Terminaling Agreement. The terminaling service fee is subject to (i) increase or decrease on January 1 of each year~~June 30, beginning on January 1, 2016, by the amount of any change in the Producer Price Index, provided that the fee may not be adjusted below the initial amount and (ii) increase by the increase in any operating costs that increase greater than the Producer Price Index reasonably incurred by PBFX in connection with providing the services and ancillary services under the West Ladder Rack Terminaling Agreement2015.

~~For~~4. ~~the~~DEFERRED ~~three~~CHARGES ~~and~~AND ~~nine~~OTHER ~~months ended September 30~~ASSETS, ~~2014, PBF Holding paid PBFX no fees related to the West Ladder Rack Terminaling Agreement.~~ NET

~~Amended~~Deferred charges and ~~Restated~~other ~~Omnibus~~assets, ~~Agreement~~net consisted of the following:

PBF Holding entered into an Omnibus Agreement (the “Omnibus Agreement”) by and among PBFX, PBF GP, PBF LLC and PBF Holding for the provision of executive management services and support for accounting and finance, legal, human resources, information technology, environmental, health and safety, and other administrative functions.



	June 30, 2016		December 31, 2015
Deferred turnaround costs, net	$	232,501	$	177,236
Catalyst, net	90,444		77,725
Linefill	13,504		13,504
Restricted cash	1,500		1,500
Intangible assets, net	199		219
Other	32,281		20,529
Total deferred charges and other assets, net	$	370,429	$	290,713

~~The~~5. ~~Omnibus~~ACCRUED ~~Agreement~~EXPENSES ~~addresses the following matters:~~

•Accrued PBFX’s obligation to pay PBF LLC an administrative fee, initially in the amount of $2,300 per year, for the provision by PBF LLC of centralized corporate services (which fee is in addition to certain expenses ofconsisted ~~PBF GP and its affiliates that are reimbursed under the First Amended and Restated Agreement~~ of ~~Limited Partnership of PBFX (~~the ~~"Partnership Agreement"));~~following:

• PBFX’s obligation to reimburse PBF LLC for the salaries and benefits costs of employees who devote more than 50% of their time to PBFX, which we currently estimate will be $900 annually;



	June 30, 2016		December 31, 2015
Inventory-related accruals	$	764,093	$	548,800
Inventory supply and intermediation arrangements	248,345		252,380
Accrued transportation costs	78,236		91,546
Excise and sales tax payable	47,577		34,129
Renewable energy credit obligations	42,753		19,472
Accrued interest	30,701		22,313
Accrued utilities	20,546		25,192
Customer deposits	19,654		20,395
Accrued salaries and benefits	15,604		61,011
Accrued construction in progress	7,200		7,400
Other	29,062		34,797
Total accrued expenses	$	1,303,771	$	1,117,435

•The ~~PBFX~~Company has the obligation to repurchase certain intermediates and finished products that are held in the Company’s ~~agreement~~refinery tostorage ~~reimburse~~tanks ~~PBF~~at ~~LLC~~the Delaware City and Paulsboro refineries in accordance with the A&R Intermediation Agreements with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. ("J. Aron"). As of June 30, 2016 and December 31, 2015, a liability is recognized for ~~all~~the ~~other~~Inventory ~~direct~~supply orand ~~allocated~~intermediation ~~costs~~arrangements and ~~expenses~~is ~~incurred~~recorded byat ~~PBF~~market ~~LLC~~price onfor ~~PBFX’~~the J. Aron owned inventory held in the Company's ~~behalf;~~storage tanks under the A&R Inventory Intermediation Agreements, with any change in the market price being recorded in cost of sales.

•The ~~PBF~~Company ~~LLC’s~~is ~~agreement~~subject ~~not~~to obligations to ~~compete~~purchase Renewable Identification Numbers ("RINs") required to comply with ~~PBFX~~the ~~under~~Renewable ~~certain~~Fuels ~~circumstances,~~Standard. ~~subject~~The Company's overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by the Environmental Protection Agency ("EPA"). To the degree the Company is unable to ~~certain~~blend ~~exceptions;~~the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased

• PBFX’s right of first offer for ten years to acquire certain logistics assets retained by PBF Energy following the Offering, including certain logistics assets that PBF LLC or its subsidiaries may construct or acquire in the future, subject to certain exceptions;

• a license to use the PBF Logistics trademark and name; and

• PBF Holding’s agreement to reimburse PBFX for certain expenditures up to $20,000 per event (net of any insurance recoveries) related to the Contributed Assets for a period of five years after the closing of the PBFX Offering, and PBFX agreement to bear the costs associated with the expansion of the DCR Rail Terminal crude unloading capability. The liability arising from this agreement is classified as "Accounts Payable - Affiliate" on the PBF Holding consolidated balance sheet.

For the three and nine months ended September 30, 2014, PBF Holding received from PBFX $800 and $1,222, respectively, for fees related to the Omnibus Agreement.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~Amended~~on the open market to avoid penalties and ~~Restated~~fines. ~~Operation~~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 ~~Management~~purchased ~~Services~~in a given period and ~~Secondment~~in ~~Agreement~~Prepaid expenses and other current assets when the amount of RINs earned and purchased is greater than the RINs liability.

PBF Holding and certain of its subsidiaries entered into an operation and management services and secondment agreement (the “Services Agreement”) with PBFX, pursuant to which PBF Holding and its subsidiaries will provide PBFX with the personnel necessary for PBFX to perform its obligations under its commercial agreements6. ~~PBFX~~INCOME will reimburse PBF Holding 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. In addition, PBFX will pay an annual fee of $490 to PBF Holding for the provision of such services pursuant to the Services Agreement. The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that PBFX may terminate any service on 30 days’ notice.TAXES

OnPBF ~~September~~Holding ~~30,~~is ~~2014,~~a ~~the~~limited ~~Service~~liability ~~Agreement~~company ~~was~~treated ~~amended~~as ~~and~~a ~~restated~~"flow-through" inentity ~~connection~~for ~~with the~~income ~~Contribution~~tax ~~Agreement~~purposes. IIAccordingly, ~~(the~~there ~~“Amended~~is ~~and~~generally ~~Restated~~no ~~Service~~benefit ~~Agreement”).~~or ~~The~~provision ~~annual~~for ~~fee~~federal ~~payable~~or ~~under~~state ~~the~~income ~~Amended~~tax ~~and~~in ~~Restated~~the ~~Service~~PBF ~~Agreement~~Holding ~~increased~~financial statements apart from ~~$490~~the income tax attributable to ~~$797~~two ~~(indexed~~subsidiaries ~~for~~acquired ~~inflation)~~in asconnection awith ~~result~~the acquisition of Chalmette Refining in the ~~inclusion~~fourth quarter of 2015 and its wholly-owned Canadian subsidiary, PBF Energy Limited ("PBF Ltd."). The two subsidiaries acquired in connection with the ~~DCR~~Chalmette ~~West~~Acquisition ~~Rack~~are treated as C-Corporations for income tax purposes.

The two acquired subsidiaries incurred $366 and $1,164 of current income tax expense for the three and six months ended June 30, 2016, respectively. For the three months ended June 30, 2016, PBF Holding incurred a current tax benefit and ~~nine~~deferred tax benefit in its income statement of $67 and $5,576, respectively, attributable to PBF Ltd. For the six months ended ~~September~~June 30, ~~2014~~2016, PBF Holding ~~received~~incurred ~~from~~a ~~PBFX~~current tax benefit and deferred tax expense in its income statement of $~~125~~79 and $~~191~~25,911, respectively, attributable to PBF Ltd. During the preparation of the financial statements for ~~fees~~the ~~related~~first quarter of 2016, management determined that the deferred income tax liabilities for PBF Ltd. were understated for prior periods. As of and for the three months ended March 31, 2016, the Company incurred $30,602 of deferred tax expense and $121 of current tax expense relating to a correction of prior periods which increased the ~~Services~~recorded ~~Agreement~~deferred and current tax liabilities by $30,602 and $121, respectively. This correction of prior periods did not impact the results for the second quarter of 2016.

107. ~~COMMITMENTS~~AFFILIATE ~~AND~~NOTES ~~CONTINGENCIES~~PAYABLE

As of June 30, 2016, PBF Holding had outstanding notes payable with PBF Energy and PBF LLC for an aggregate principal amount of $470,165 ($470,047 as of December 31, 2015). The notes have an interest rate of 2.5% and a five year term but may be prepaid in whole or in part at any time, at the option of PBF Holding, without penalty or premium.

8. RELATED PARTY TRANSACTIONS

Commercial Agreements

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

On April 29, 2016, PBFX closed on the purchase of four refined product terminals located in the greater Philadelphia region (the "East Coast Terminals") from an affiliate of Plains All American Pipeline, L.P. (the "PBFX Plains Asset Purchase"). In connection with the PBFX Plains Asset Purchase, PBFX assumed certain commercial agreements that Plains All American Pipeline, L.P. had previously entered into with PBF Holding and subsequent to the PBFX Plains Asset Purchase on April 29, 2016, PBF Holding entered into additional commercial agreements with PBFX related to the East Coast Terminals. These agreements have initial terms ranging from approximately three months to one year and include:

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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


•	tank lease agreements, under which PBFX provides tank lease services to PBF Holding at the East Coast Terminals, with fees ranging from $0.45 to $0.55 per barrel received into the tank, up to 448,000 barrels, and $0.30 to $0.351 for all additional barrels received in excess of that amount. Additionally, the lease agreements include ancillary fees for tank to tank transfers; and


•	terminaling service agreements, under which PBFX provides terminaling and other services to PBF Holding at the East Coast Terminals, with fees ranging from $0.10 to $1.25 per barrel based on services provided, with additional flat rate fees for certain unloading/loading activities at the terminal.

The tank lease agreements contain minimum requirements for the amount of leased tank capacity contracted by PBF Holding. Additionally, the fees under each commercial agreement are indexed for inflation based on the changes in the U.S Consumer Price Index for All Urban Consumers (the “CPI-U”). Each of these commercial agreements also include automatic renewal options ranging from three months to one year terms, unless written notice is provided by either PBFX or PBF Holding thirty days prior to the end of the previous term.

Below is a summary of the commercial agreements entered into during the years ended December 31, 2015 and 2014 with PBFX having initial terms ranging from seven to ten years and corresponding fees for the use of each of the assets (no such agreements were entered into in the six months ended June 30, 2016 other than in connection with the PBFX Plains Asset Purchase). Each of these commercial agreements contains minimum volume commitments. The fees under each commercial agreement are indexed for inflation and the agreements give PBF Holding the option to renew for two additional five year terms following the expiration of the initial term.

•

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

•

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


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

•

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


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


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

Other Agreements

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

to time, the "Omnibus Agreement"). PBF Holding and certain of its subsidiaries entered into an operation and management services and secondment agreement with PBFX under which PBFX reimburses PBF Holding for the provision of certain operational services to PBFX in support of its operations, including operational services performed by certain of PBF Holding's field-level employees (as amended from time to time, the "Services Agreement").

Summary of Transactions

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



	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Revenues under affiliate agreements:
Omnibus Agreement	$	1,415	$	1,234	$	2,259	$	2,470
Services Agreement	1,121		1,134		2,243		2,290
Total expenses under commercial agreements	37,965		34,868		74,514		67,713

9. COMMITMENTS AND CONTINGENCIES

Environmental Matters

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

In connection with the Paulsboro refinery acquisition, the Company assumed certain environmental remediation obligations. The environmental liability of $1011,~~823~~340 recorded as of ~~September~~June 30, ~~2014~~2016 ($910,~~869~~367 as of December 31, ~~2013~~2015) represents the present value of expected future costs discounted at a rate of 8.0%. The current portion of the environmental liability is recorded in ~~accrued~~Accrued expenses and the non-current portion is recorded in ~~other~~Other long-term liabilities. AAs ~~trust fund related to this liability in the amount~~ of ~~$12~~June 30,~~118,~~ ~~acquired~~2016 inand ~~the Paulsboro acquisition~~December 31, ~~is recorded as restricted cash in Deferred charges and other assets~~2015, ~~net~~this asliability ofis ~~September 30,~~self-guaranteed ~~2014~~by ~~and~~the ~~December 31, 2013~~Company.

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

In connection with the acquisition of the Delaware City assets and the Paulsboro refinery, the Company and Valero purchased ten year, $75,000 environmental insurance policies to insure against unknown environmental liabilities at each site. In connection with the Toledo refinery acquisition, Sunoco, Inc. (R&M) ("Sunoco") remains responsible for environmental remediation for conditions that existed on the closing date for twenty years from March 1, 2011, subject to certain limitations.

In ~~2010,~~connection ~~New~~with ~~York~~the ~~State~~acquisition ~~adopted~~of athe ~~Low-Sulfur~~Chalmette ~~Heating~~refinery, ~~Oil~~the ~~mandate~~Company ~~that~~obtained $3,936 ~~beginning~~in ~~July~~financial 1,assurance ~~2012,~~(in ~~requires~~the ~~all~~form ~~heating~~of ~~oil~~a ~~sold~~surety inbond) ~~New~~to ~~York~~cover ~~State~~estimated topotential ~~contain~~site noremediation ~~more~~costs ~~than~~associated 15with ~~parts~~an ~~per~~agreed ~~million~~to ~~("PPM")~~Administrative ~~sulfur. As~~Order of ~~July~~Consent 1,with ~~2014,~~the ~~five~~EPA. ~~additional~~The ~~Northeastern~~estimated ~~states~~cost ~~began~~assumes ~~requiring~~remedial ~~heating~~activities ~~oils~~will ~~with~~continue ~~500~~for ~~PPM~~a orminimum ~~less~~of ~~sulfur~~thirty years. ~~All~~ Further, in connection with the acquisition of the ~~heating~~Chalmette ~~oil~~refinery, the Company purchased a ten year, $100,000 environmental insurance policy to insure against unknown environmental liabilities at the refinery.

1618

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

In 2010, New York State adopted a Low-Sulfur Heating Oil mandate that, beginning July 1, 2012, requires all heating oil sold in New York State to contain no more than 15 parts per million ("PPM") sulfur. Since July 1, 2012, other states in the Northeast market began requiring heating oil sold in their state to contain no more than 15 PPM sulfur. Currently, all 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 for Pennsylvania and Maryland - 500 ppm sulfur 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 of operations or cash flows.

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

The EPA was required to release the final annual standards for the Reformulated Fuels Standard ("RFS") for 2014 no later than Nov 29, 2013 and for 2015 no later than Nov 29, 2014. The EPA did not meet ~~this~~these ~~requirement~~requirements but ~~has~~did ~~released~~release proposed standards for 2014. InThe EPA did not finalize this proposal in 2014. The EPA published the ~~proposed~~final 2014-2016 Renewable standards ~~the~~late in 2015. The EPA ~~responded~~essentially toset the ~~industry~~standards ~~discussion~~for ~~around~~2014 and 2015 at the ~~apparent~~estimated ~~infeasibility~~actual ofrenewable ~~compliance~~fuel used in ~~2014~~each ifyear ~~the~~given ~~EPA~~they ~~issued~~were ~~standards~~for ~~following~~ the ~~requirements~~most ofpart ~~the~~regulating ~~Energy~~activities ~~Independence~~that ~~and~~had ~~Security~~already ~~Act~~occurred. ~~The~~ In setting the 2016 standards the EPA ~~indicated~~recognized itthe ~~may~~E10 ~~use~~blend ~~its~~wall and used the general waiver authority ~~under~~to set the ~~RFS~~2016 2renewable ~~program~~fuel ~~("RFS~~requirement 2"lower than the original requirements stated in the Energy Independence Security Act (EISA). ~~and~~These ~~set~~new standards ~~for~~are being challenged by both renewable fuel ~~recognizing~~producers ~~the~~and ~~practical~~obligated ~~constraints~~parties in ~~requiring~~legal ~~ethanol~~actions. ~~blending~~The ~~into~~courts ~~gasoline~~are ~~above~~attempting ~~10%.~~to ~~The~~consolidate ~~EPA~~some ~~also~~of ~~indicated~~these itchallenges. ~~may~~It ~~reduce~~appears unlikely the ~~advanced~~courts ~~biofuel~~will ~~requirement~~be ~~and~~able ~~hold~~resolve ~~constant~~these issues before EPA releases the ~~biomass~~final ~~based~~2017 ~~diesel~~standards ~~requirements~~late atin ~~the~~2016 ~~2013~~assuming ~~level~~they stay on schedule. The ~~cellulosic~~EPA ~~requirement~~did ~~may~~propose bethe ~~increased~~2017 ~~over~~standards ~~the~~in ~~2013~~May ~~volume~~of 2016 and, asraised ~~has~~the ~~been~~requirements above the ~~case~~2016 instandards. ~~each~~Numerous ofpublic ~~the~~interest ~~prior~~groups ~~years,~~have ~~the~~publicly ~~EPA~~indicated ~~would~~that ~~likely~~they bebelieve ~~overstating~~that the ~~actual~~EPA ~~production.~~is ~~Renewable~~relying ~~fuel~~on ~~groups~~perhaps ~~have~~somewhat ~~been~~aggressive ~~vocal~~expectations inof ~~advocating~~E15 ~~changes~~and toE85 marketing in proposing the ~~proposed~~new standards. inThe ~~general~~EPA ~~due~~is toreceiving comments on the ~~lower~~new ~~volumes~~proposal ~~mandated.~~and ~~The~~is ~~EPA~~targeting ~~has~~to ~~submitted~~release the final rule toby the ~~Office~~end of ~~Management~~November ~~and~~2016 ~~Budget~~as required. ~~When~~The ~~they~~Company ~~are~~is ~~issued,~~currently evaluating the final standards and they may have a material impact on the Company's cost of compliance with RFS 2.

OnThe ~~September 12, 2012, the~~ EPA ~~issued~~published ~~final~~a ~~amendments~~Final Rule to the ~~New~~Clean ~~Source~~Water ~~Performance~~Act ~~Standards~~ ("~~NSPS~~CWA") ~~for~~Section ~~petroleum~~316(b) ~~refineries~~in August 2014 regarding cooling water intake structures, ~~including~~which ~~standards~~includes requirements for ~~emissions~~petroleum refineries. The purpose of ~~nitrogen~~this ~~oxides~~rule is to prevent fish from ~~process~~being ~~heaters~~trapped ~~and~~against ~~work~~cooling ~~practice~~water ~~standards~~intake screens (impingement) and ~~monitoring~~to ~~requirements~~prevent ~~for~~fish ~~flares~~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 ~~has~~continues ~~evaluated~~to evaluate the impact of ~~the~~this regulation, and ~~amended~~at ~~standards~~this ontime ~~its~~does ~~refinery~~not ~~operations~~anticipate ~~and~~it ~~currently~~having ~~does~~a ~~not~~material ~~expect~~impact on the ~~cost~~Company’s tofinancial ~~comply~~position, toresults beof ~~material~~operations or cash flows.

In addition, ~~the~~on ~~EPA~~December ~~proposed~~1, a2015 ~~Final Rule to~~ the ~~Clean~~EPA ~~Water~~finalized ~~Act~~revisions ~~("CWA")~~to ~~Section~~an ~~316(b)~~existing ~~regarding~~air ~~cooling~~regulation ~~water~~concerning ~~intake~~Maximum ~~structures.~~Achievable ~~The~~Control ~~next~~Technologies ~~phase~~("MACT") ~~will include requirements~~ for ~~petroleum~~Petroleum ~~refineries~~Refineries. The ~~rule~~regulation ~~has~~requires ~~been~~additional ~~published~~continuous bymonitoring ~~the~~systems ~~EPA~~for ~~and~~eligible ~~becomes~~process ~~effective~~safety invalves ~~October~~relieving ~~2014. The purpose of this rule is~~ to ~~prevent~~atmosphere, ~~fish~~minimum ~~from~~flare ~~being~~gas ~~trapped~~heat ~~against cooling water intake screens~~ (~~impingement~~Btu) content, and todelayed ~~prevent~~coke ~~fish~~drum ~~from~~vent ~~being~~controls ~~drawn~~to ~~through~~be ~~cooling~~installed ~~water~~by ~~systems~~January ~~(entrainment)~~30, 2019. ~~Facilities~~In ~~will~~addition, bea ~~required~~program tofor ~~implement~~ambient ~~Best~~fence ~~Technology~~line ~~Available~~monitoring ~~(BTA)~~for asbenzene ~~soon~~will asneed ~~possible,~~to ~~but~~be ~~gives~~implemented ~~state~~by ~~agencies~~January ~~the~~30, ~~discretion~~2018. toThe ~~establish~~Company ~~implementation~~is ~~time~~currently ~~lines. The~~evaluating ~~Company~~the ~~continues~~final standards to evaluate the impact of this regulation, and at this time does not anticipate it ~~having~~will have a material impact on the Company’'s financial position, results of operations or cash flows.

OnIn ~~June~~late 142015, ~~2013, two administrative appeals were filed by~~ the ~~Sierra~~EPA ~~Club~~initiated ~~and~~enforcement ~~Delaware~~proceedings ~~Audubon~~against ~~regarding~~companies ait ~~permit~~believes ~~DCR~~produced ~~obtained~~invalid ~~to allow loading of crude oil onto barges~~RINs. The ~~appeals~~Company ~~allege~~purchased ~~that~~RINs ~~both~~to ~~the~~satisfy ~~loading~~a ofportion ~~crude oil onto barges and the operation~~ of ~~the~~its ~~Delaware~~obligations ~~City~~under ~~rail unloading terminal violate Delaware’s Coastal Zone Act. The first appeal is Number 2013-1 before~~ the ~~State~~Renewable ~~Coastal~~Fuels ~~Zone~~Standard ~~Industrial~~program ~~Control~~for ~~Board~~calendar ~~(the~~year ~~“CZ~~2012 ~~Board”),~~ and ~~the~~had ~~second~~purchased ~~appeal~~some isRINs ~~before~~ the ~~Environmental~~EPA ~~Appeals~~considered ~~Board and appeals Secretary’s Order No~~invalid. ~~2013-A-0020.~~ The CZCompany ~~Board~~continues ~~held~~to apurchase ~~hearing~~RINs onto ~~the~~satisfy ~~first~~its ~~appeal~~obligations onunder ~~July 16, 2013, and ruled in favor of DCR and~~ the ~~State~~RFS ~~of Delaware and dismissed Appellants’ appeal for lack of standing. Sierra Club and Delaware Audubon have appealed that decision to the Delaware Superior Court~~program, ~~New Castle County, Case No. N13A-09-001 ALR,~~ and ~~DCR and the State have filed cross-appeals. Briefs have been filed in this appeal and the court issued a stay until briefs are filed in the second appeal. A hearing~~ on ~~the~~April ~~second appeal before the Environmental Appeals Board (the “EAB”)~~11, ~~case no. 2013-06~~2016, ~~was held on January 13, 2014, and~~ the ~~EAB~~Company ~~ruled~~was innotified ~~favor~~by ~~of DCR and~~ the State and dismissed the appeal for lack of jurisdiction. The Appellants filed a Notice of Appeal with the Superior Court appealing the EAB’s decision and briefs were submitted in the third quarter. If the Appellants in one or both of these matters ultimately prevail, the outcome may have a material adverse effect on our financial condition, results of operations or cash flows.

1719

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

EPA that the EPA’s records indicated that it used potentially invalid RINs generated by one of the companies. The EPA directed the Company to resubmit reports to remove the potentially invalid RINs and to replace the invalid RINs with valid RINs with the same D Code. The Company has retired the invalid RINs and on May 6, 2016, the counterparty who sold the RINs to the Company replaced the RINs. The counterparty has also agreed to indemnify the Company for certain penalties to the extent imposed by the EPA. On July 28, 2016, the Company and the EPA entered an Administrative Settlement Agreement to resolve the matter which requires the payment of a $250 penalty. The Company expects to be reimbursed by the counterparty for this penalty under the indemnification agreement. In any event, the penalty is not expected to have a material effect on its financial condition, results of operations or cash flows.

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

PBF LLC Limited Liability Company Agreement

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

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

Tax Receivable Agreement

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

1820

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~The~~increase ~~payment~~to ~~obligations under~~ the ~~Tax~~tax ~~Receivable~~basis ~~Agreement~~of ~~are~~the ~~obligations~~assets of PBF ~~Energy~~LLC ~~and~~as ~~not~~a result of purchases or exchanges of PBF LLC orSeries ~~the~~A ~~Company.~~Units Infor ~~general,~~shares of PBF Energy's ~~expects~~Class toA ~~obtain~~common ~~funding~~stock ~~for~~and ~~these~~had ~~annual~~PBF ~~payments~~Energy ~~from~~not ~~PBF~~entered ~~LLC,~~into ~~primarily~~the ~~through~~Tax ~~tax~~Receivable ~~distributions,~~Agreement. ~~which~~The ~~PBF~~term ~~LLC~~of ~~makes~~the onTax aReceivable ~~pro-rata~~Agreement ~~basis~~will tocontinue ~~its~~until ~~owners.~~all ~~Such~~such ~~owners~~tax ~~include~~benefits have been utilized or expired unless: (i) PBF Energy, ~~which~~exercises ~~holds~~its aright ~~90.4%~~to ~~interest~~terminate inthe Tax Receivable Agreement, (ii) PBF ~~LLC~~Energy asbreaches any of ~~September 30,~~its ~~2014~~material ~~(40.9%~~obligations asunder ofthe ~~December~~Tax ~~31,~~Receivable ~~2013~~Agreement or (iii). ~~PBF~~certain ~~LLC~~changes ~~obtains~~of ~~funding~~control tooccur, ~~pay~~in ~~its~~which ~~tax~~case ~~distributions~~all byobligations ~~causing~~under ~~PBF~~the ~~Holding~~Tax toReceivable ~~distribute~~Agreement ~~cash~~will togenerally ~~PBF~~be ~~LLC~~accelerated and ~~from~~due ~~distributions~~as itcalculated ~~receives~~under ~~from~~certain ~~PBFX~~assumptions.

11The payment obligations under the Tax Receivable Agreement are obligations of PBF Energy and not of PBF LLC or the Company. ~~EMPLOYEE~~In ~~BENEFIT~~general, ~~PLANS~~PBF Energy expects to obtain funding for these annual payments from PBF LLC, primarily through tax distributions, which PBF LLC makes on a pro-rata basis to its owners. Such owners include PBF Energy, which holds a 95.2% interest in PBF LLC as of June 30, 2016 (95.1% as of December 31, 2015). PBF LLC obtains funding to pay its tax distributions by causing PBF Holding to distribute cash to PBF LLC and from distributions it receives from PBFX.

10. EMPLOYEE BENEFIT PLANS

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

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended June 30,

Six Months Ended June 30,

Pension Benefits

~~2014~~2016

~~2013~~2015

~~2014~~2016

~~2013~~2015

Components of net periodic benefit cost:

Service cost

57,~~134~~339

35,~~699~~789

14,~~276~~679

11,~~096~~579

Interest cost

~~616~~775

~~248~~707

1,~~787~~551

~~744~~1,416

Expected return on plan assets

(~~546~~1,107

)

(~~138~~829

)

(12,~~609~~213

)

(~~414~~1,659

)

Amortization of prior service costs

313

926

Amortization of loss

~~277~~194

~~105~~311

~~757~~388

~~315~~622

Net periodic benefit cost

57,~~494~~214

35,~~917~~991

1514,~~237~~431

11,~~750~~984

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended June 30,				Six Months Ended June 30,
Post Retirement Medical Plan	~~2014~~2016		~~2013~~2015		~~2014~~2016			~~2013~~2015
Components of net periodic benefit cost:
Service cost	$	~~269~~219	$	~~181~~244	$	~~747~~439		$	~~544~~488
Interest cost	~~125~~133		84134		~~353~~267			~~251~~269
Amortization of prior service costs	52109		—76		~~107~~218			—152
Amortization of gain	—		—		(4		)	—
Amortization of loss	—		—		—			—
Net periodic benefit cost	$	~~446~~461	$	~~265~~454	$	~~1,203~~924		$	~~795~~909

1211. 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~~June 30, ~~2014~~2016 and December 31, ~~2013~~2015.

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

1921

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

	As of September 30, 2014
	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	$	5,557	$	—	$	—	$	5,557	N/A		$	5,557
Non-qualified pension plan assets	5,468		—		—		5,468		N/A		5,468
Commodity contracts	261,041		10,597		13,046		284,684		(232,671	)	52,013
Derivatives included with intermediation agreement obligations	—		35,959		—		35,959		—		35,959
Derivatives included with inventory supply arrangement obligations	—		1,482		—		1,482		—		1,482
Liabilities:
Catalyst lease obligations	—		39,325		—		39,325		N/A		39,325
Commodity contracts	228,141		6,262		—		234,403		(232,671	)	1,732

below. We have posted cash margin with various counterparties to support hedging and trading activities. The cash margin posted is required by counterparties as collateral deposits and cannot be offset against the fair value of open contracts except in the event of default. We have no derivative contracts that are subject to master netting arrangements that are reflected gross on the balance sheet.

	As of December 31, 2013
	As of June 30, 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	$	525,~~857~~005	$	—	$	—	$	525,~~857~~005	N/A		$	25,005
Non-qualified pension plan assets	4,905		—		—		4,905
Commodity contracts	17,039		23,098		493		40,630		(26,175	)	14,455
Commodity contracts	4,252		6,681		—		10,933
Derivatives included with inventory intermediation agreement obligations	—		9,338		—		9,338		—		9,338
Derivatives included with inventory intermediation agreement obligations	—		6,016		—		6,016
Liabilities:
Liabilities:
Commodity contracts	21,690		4,485		—		26,175		(26,175	)	—
Commodity contracts	—		6,989		23,365		30,354
Catalyst lease obligations	—		36,436		—		36,436		—		36,436
Catalyst lease obligations	—		53,089		—		53,089
Derivatives included with inventory supply arrangement obligations	—		177		—		177



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

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

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

• Non-qualified pension plan assets categorized in Level 1 of the fair value hierarchy are measured at fair value using a market approach based on published net asset values of mutual funds and included within Deferred charges and other assets, net.


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

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

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

Non-qualified pension plan assets are measured at fair value using a market approach based on published net asset values of mutual funds as a practical expedient. As of June 30, 2016 and December 31, 2015, $9,811 and $9,325,

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~are~~respectively, ~~not~~were ~~readily~~included ~~available~~within ~~due~~Deferred tocharges ~~market~~and ~~illiquidity.~~other ~~The~~assets, ~~forward~~net ~~price~~for ~~used to value~~ these ~~swaps~~non-qualified ~~was~~pension ~~derived~~plan ~~using broker quotes, prices from other third party sources and other available market based data~~assets.

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

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	2016			2015			2016			2015
Balance at beginning of period	$	21,~~689~~915		$	—9,678		$	~~(23~~3,~~365~~543	)	$	211,~~358~~521
Purchases	—			—			—			—
Settlements	(~~9,020~~746		)	—(10,111		)	(51,~~353~~003		)	(2111,~~358~~311		)
Unrealized gain included in earnings	~~19,377~~(676		)	—2,338			41(2,~~764~~047		)	—11,695
Transfers into Level 3	—			—			—			—
Transfers out of Level 3	—			—			—			—
Balance at end of period	$	~~13,046~~493		$	—1,905		$	~~13,046~~493		$	—1,905

There were no transfers between levels during the three and ~~nine~~six months ended ~~September~~June 30, ~~2014~~2016 and ~~2013~~2015, respectively.

Fair value of debt

The table below summarizes the fair value and carrying value of debt as of ~~September~~June 30, ~~2014~~2016 and December 31, ~~2013~~2015.

	September 30, 2014				December 31, 2013
	June 30, 2016				December 31, 2015
	Carrying value		Fair value		Carrying value		Fair value
Senior secured notes (a)	$	668,253	$	687,169	$	667,487	$	697,568
Senior Secured Notes due 2020 (a)	$	670,243	$	704,783	$	669,644	$	706,246
Revolving Loan (b)	—550,000		—550,000		~~15,000~~—		~~15,000~~—
Rail Facility (b)	35,925		35,925		—		—
Senior Secured Notes due 2023 (a)	500,000		483,584		500,000		492,452
Catalyst leases (c)	39,325		39,325		53,089		53,089
Rail Facility (b)	60,521		60,521		67,491		67,491
	743,503		762,419		735,576		765,657
Catalyst leases (c)	36,436		36,436		31,802		31,802
Less - Current maturities	—		—		12,029		12,029
	1,817,200		1,835,324		1,268,937		1,297,991
Long-term debt	$	743,503	$	762,419	$	723,547	$	753,628
Less - Current maturities	—		—		—		—
Less - Unamortized deferred financing costs	28,330		n/a		32,217		n/a
Long-term debt	$	1,788,870	$	1,835,324	$	1,236,720	$	1,297,991

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

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND BARREL DATA)

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

13. DERIVATIVES

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

As of September 30, 2014, there were 540,556 barrels of crude oil and feedstocks (838,829 barrels at December 31, 2013) outstanding under these derivative instruments designated as fair value hedges and no barrels (no barrels at December 31, 2013) outstanding under these derivative instruments not designated as hedges. As of September 30, 2014, there were 3,342,545 barrels of intermediates and refined products (3,274,047 barrels at December 31, 2013) outstanding under these derivative instruments designated as fair value hedges and no barrels (no barrels at December 31, 2013) outstanding under these derivative instruments not designated as hedges. These volumes represent the notional value of the contract.

The Company also enters into economic hedges primarily consisting of commodity derivative contracts that are not designated as hedges and are used to manage price volatility in certain crude oil and feedstock inventories as well as crude oil, feedstock, and refined product sales or purchases. The objective in entering into economic hedges is consistent with the objectives discussed above for fair value hedges. As of September 30, 2014, there were 63,894,000 barrels of crude oil and 1,052,000 barrels of refined products (43,199,000 and 0, respectively, as of December 31, 2013), outstanding under short and long term commodity derivative contracts not designated as hedges representing the notional value of the contracts.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND BARREL DATA)

The following tables provide information about the fair values of these derivative instruments as of September 30, 2014 and December 31, 2013 and the line items in the consolidated balance sheet in which the fair values are reflected.

Description	Balance Sheet Location	Fair ValueAsset/(Liability)
Derivatives designated as hedging instruments:
September 30, 2014:
Derivatives included with inventory supply arrangement obligations	Accrued expenses	$	1,482
Derivatives included with the intermediation agreement obligations	Accrued expenses	$	35,959
December 31, 2013:
Derivatives included with inventory supply arrangement obligations	Accrued expenses	$	(177	)
Derivatives included with the intermediation agreement obligations	Accrued expenses	$	6,016
Derivatives not designated as hedging instruments:
September 30, 2014:
Commodity contracts	Accounts receivable	$	52,013
Commodity contracts	Accrued expenses	$	(1,732	)
December 31, 2013:
Commodity contracts	Accrued expenses	$	(19,421	)

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

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Description	Location of Gain or (Loss) Recognized in Income on Derivatives	Gain or (Loss)Recognized inIncome on Derivatives
Derivatives designated as hedging instruments:
For the three months ended September 30, 2014:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	2,729
Derivatives included with the intermediation agreement obligations	Cost of sales	$	20,900
For the three months ended September 30, 2013:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(4,015	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	29,563
For the nine months ended September 30, 2014:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	1,660
Derivatives included with the intermediation agreement obligations	Cost of sales	$	29,942
For the nine months ended September 30, 2013:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(6,886	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	29,563
Derivatives not designated as hedging instruments:
For the three months ended September 30, 2014:
Commodity contracts	Cost of sales	$	70,624
For the three months ended September 30, 2013:
Commodity contracts	Cost of sales	$	(23,843	)
For the nine months ended September 30, 2014:
Commodity contracts	Cost of sales	$	101,902
For the nine months ended September 30, 2013:
Commodity contracts	Cost of sales	$	(9,894	)
Hedged items designated in fair value hedges:
For the three months ended September 30, 2014:
Crude oil and feedstock inventory	Cost of sales	$	(2,729	)
Intermediate and refined product inventory	Cost of sales	$	(20,900	)
For the three months ended September 30, 2013:
Crude oil and feedstock inventory	Cost of sales	$	3,127
Intermediate and refined product inventory	Cost of sales	$	(29,563	)
For the nine months ended September 30, 2014:
Crude oil and feedstock inventory	Cost of sales	$	(1,660	)
Intermediate and refined product inventory	Cost of sales	$	(29,942	)
For the nine months ended September 30, 2013:
Crude oil and feedstock inventory	Cost of sales	$	(378	)
Intermediate and refined product inventory	Cost of sales	$	(29,563	)

12. DERIVATIVES

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

As of June 30, 2016, there were no barrels of crude oil and feedstocks (no barrels at December 31, 2015) outstanding under these derivative instruments designated as fair value hedges and no barrels (no barrels at December 31, 2015) outstanding under these derivative instruments not designated as hedges. As of June 30, 2016, there were 3,300,487 barrels of intermediates and refined products (3,776,011 barrels at December 31, 2015) outstanding under these derivative instruments designated as fair value hedges and no barrels (no barrels at December 31, 2015) outstanding under these derivative instruments not designated as hedges. These volumes represent the notional value of the contract.

The Company also enters into economic hedges primarily consisting of commodity derivative contracts that are not designated as hedges and are used to manage price volatility in certain crude oil and feedstock inventories as well as crude oil, feedstock, and refined product sales or purchases. The objective in entering into economic hedges is consistent with the objectives discussed above for fair value hedges. As of June 30, 2016, there were 30,486,500 barrels of crude oil and 5,857,000 barrels of refined products (39,577,000 and 4,599,136, respectively, as of December 31, 2015), outstanding under short and long term commodity derivative contracts not designated as hedges representing the notional value of the contracts.

The following tables provide information about the fair values of these derivative instruments as of June 30, 2016 and December 31, 2015 and the line items in the condensed consolidated balance sheet in which the fair values are reflected.



Description	Balance Sheet Location	Fair Value Asset/(Liability)
Derivatives designated as hedging instruments:
June 30, 2016:
Derivatives included with the inventory intermediation agreement obligations	Accrued expenses	$	9,338
December 31, 2015:
Derivatives included with the inventory intermediation agreement obligations	Accrued expenses	$	35,511

Derivatives not designated as hedging instruments:
June 30, 2016:
Commodity contracts	Accounts receivable	$	14,455
December 31, 2015:
Commodity contracts	Accounts receivable	$	46,127

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The ~~Company~~following ~~had~~table noprovides ~~ineffectiveness~~information ~~related~~about to the ~~Company's~~gain ~~fair~~or ~~value~~loss ~~hedges~~recognized ~~for~~in ~~the~~income ~~three~~on ~~and~~these ~~nine~~derivative ~~months~~instruments ~~ended September 30, 2014~~ and athe ~~loss~~line ofitems ~~$888~~in ~~and $7,264 for~~ the ~~three~~condensed ~~and~~consolidated ~~nine~~financial ~~months~~statements ~~ended~~in ~~September 30, 2013,~~ which ~~was~~such ~~recorded~~gains ~~in cost of sales. Gains~~ and losses ~~due~~are to ineffectiveness, resulting from the difference in the forward and spot rates of the underlying crude inventory related to the derivatives included with inventory supply arrangement obligations, were excluded from the assessment of hedge effectivenessreflected.

14. SUBSEQUENT EVENTS



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 June 30, 2016:
Derivatives included with the inventory intermediation agreement obligations	Cost of sales	$	8,973
For the three months ended June 30, 2015:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(1,808	)
Derivatives included with the inventory intermediation agreement obligations	Cost of sales	$	(20,888	)
For the six months ended June 30, 2016:
Derivatives included with the inventory intermediation agreement obligations	Cost of sales	$	(26,172	)
For the six months ended June 30, 2015:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(4,629	)
Derivatives included with the inventory intermediation agreement obligations	Cost of sales	$	(84,574	)

Derivatives not designated as hedging instruments:
For the three months ended June 30, 2016:
Commodity contracts	Cost of sales	$	(19,134	)
For the three months ended June 30, 2015:
Commodity contracts	Cost of sales	$	(3,969	)
For the six months ended June 30, 2016:
Commodity contracts	Cost of sales	$	(39,087	)
For the six months ended June 30, 2015:
Commodity contracts	Cost of sales	$	(45,097	)

Hedged items designated in fair value hedges:
For the three months ended June 30, 2016:
Intermediate and refined product inventory	Cost of sales	$	(8,973	)
For the three months ended June 30, 2015:
Crude oil and feedstock inventory	Cost of sales	$	1,808
Intermediate and refined product inventory	Cost of sales	$	20,888
For the six months ended June 30, 2016:
Intermediate and refined product inventory	Cost of sales	$	26,172
For the six months ended June 30, 2015:
Crude oil and feedstock inventory	Cost of sales	$	4,629
Intermediate and refined product inventory	Cost of sales	$	84,574

~~Distributions~~The Company had no ineffectiveness related to the Company's fair value hedges for the three and six months ended June 30, 2016 and 2015.

On October 29, 2014, PBF Energy, PBF Holding's indirect parent, declared a dividend of $0.30 per share on its outstanding Class A common stock. The dividend is payable on November 25, 2014 to PBF Energy Class A common stockholders of record at the close of business on November 10, 2014. PBF Holding intends to make a distribution of $27,757 to PBF LLC, which in turn will make pro-rata distributions to its members, including PBF Energy. PBF Energy will then use this distribution to fund the dividend payments to the shareholders of PBF Energy.

15. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

PBF Services Company, Delaware City Refining Company LLC, Delaware Pipeline Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Paulsboro Natural Gas Pipeline Company LLC, Toledo Refining Company LLC and PBF Investments LLC are 100% owned subsidiaries of PBF Holding and serve as guarantors of the obligations under the senior secured notes. These guarantees are full and unconditional and joint and several. For purposes of the following footnote, PBF Holding is referred to as “Issuer.” The indenture dated February 9, 2012, among PBF Holding, PBF Finance, the guarantors party thereto and Wilmington Trust, National Association, governs subsidiaries designated as “Guarantor Subsidiaries.” PBF Rail Logistics Company LLC, PBF Transportation Company LLC and PBF Energy Limited are consolidated subsidiaries of the Company that are not guarantors of the senior secured notes.

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

The following supplemental combining and condensed consolidating financial information reflects the Issuer’s separate accounts, the combined accounts of the Guarantor Subsidiaries, 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’ Investment in its subsidiaries are accounted for under the equity method of accounting.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1513. ~~CONDENSED~~SUBSEQUENT ~~CONSOLIDATING~~EVENTS ~~FINANCIAL STATEMENTS OF PBF HOLDING~~

~~CONDENSED~~Torrance ~~CONSOLIDATING~~Acquisition ~~BALANCE SHEET~~

	September 30, 2014
	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	357,793		$	—	$	4,972	$	(2,418	)	$	360,347
Accounts receivable	657,490			9,038		31,871		—			698,399
Accounts receivable - affiliate	381			898		—		—			1,279
Inventories	1,140,238			566,600		80,627		—			1,787,465
Prepaid expense and other current assets	23,668			6,563		—		—			30,231
Due from related parties	14,336,236			18,349,820		383,844		(33,069,900		)	—
Total current assets	16,515,806			18,932,919		501,314		(33,072,318		)	2,877,721
Property, plant and equipment, net	72,517			1,698,909		55,442		—			1,826,868
Investment in subsidiaries	2,932,907			—		—		(2,932,907		)	—
Deferred charges and other assets, net	36,584			245,017		2,795		—			284,396
Total assets	$	19,557,814		$	20,876,845	$	559,551	$	(36,005,225	)	$	4,988,985
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	281,814		$	73,776	$	24,171	$	(2,418	)	$	377,343
Accounts payable - affiliate	5,246			31		—		—			5,277
Accrued expenses	739,458			514,377		137,955		—			1,391,790
Current portion of long-term debt	—			—		—		—			—
Deferred revenue	1,749			—		—		—			1,749
Due to related parties	15,426,541			17,312,136		331,223		(33,069,900		)	—
Total current liabilities	16,454,808			17,900,320		493,349		(33,072,318		)	1,776,159
Delaware Economic Development Authority loan	—			8,000		—		—			8,000
Long-term debt	668,253			39,325		35,925		—			743,503
Intercompany notes payable	123,732			—		—		—			123,732
Other long-term liabilities	17,470			26,570		—		—			44,040
Total liabilities	17,264,263			17,974,215		529,274		(33,072,318		)	2,695,434
Commitments and contingencies
Equity:
Member's equity	1,198,843			804,003		22,990		(826,993		)	1,198,843
Retained earnings (accumulated deficit)	1,108,630			2,097,011		7,287		(2,104,298		)	1,108,630
Accumulated other comprehensive (loss) income	(13,922		)	1,616		—		(1,616		)	(13,922		)
Total equity	2,293,551			2,902,630		30,277		(2,932,907		)	2,293,551
Total liabilities and equity	$	19,557,814		$	20,876,845	$	559,551	$	(36,005,225	)	$	4,988,985

On July 1, 2016, the Company completed its acquisition of the Torrance refinery and related logistics assets (collectively, the "Torrance Acquisition") from ExxonMobil Oil Corporation and its subsidiary, Mobil Pacific Pipeline Company (together, the "Sellers"). 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.

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

The purchase price for the assets was $537,500, plus preliminary working capital of $460,934, which is subject to final valuation within ninety days of closing. In addition, the Company assumed certain pre-existing environmental and regulatory emission credit obligations in connection with the Torrance Acquisition. The transaction was financed through a combination of cash on hand including proceeds from PBF Energy's October 2015 Equity Offering, the Company's 2023 Senior Secured Notes offering and borrowings under the Company’s Revolving Loan. A determination of the acquisition-date fair values of the assets acquired and the liabilities assumed and the working capital at closing calculation is pending the completion of an independent appraisal and other evaluations.

The Torrance Acquisition provides the Company with a broader more diversified asset base and increases the number of operating refineries from four to five and the Company's combined crude oil throughput capacity. The acquisition also provides the Company with a presence in the attractive Petroleum Administration for Defense Districts ("PADD") 5 market.

Rail Facility Revolving Credit Facility

On July 15, 2016, the Rail Facility was amended to, among other things, extend the maturity from April 29, 2017 to October 31, 2017. The amendment also reduced the aggregate commitment to the amount outstanding, therefore, eliminating the commitment fee and requires the Company to repay $20,000 of the outstanding balance on or prior to January 1, 2017.

Distributions

On July 29, 2016, PBF Energy, PBF Holding's indirect parent, declared a dividend of $0.30 per share on its outstanding Class A common stock. The dividend is payable on August 23, 2016 to PBF Energy Class A common stockholders of record at the close of business on August 9, 2016. PBF Holding intends to make a distribution of approximately $30,839 to PBF LLC, which in turn will make pro-rata distributions to its members, including PBF Energy. PBF Energy will then use this distribution to fund the dividend payments to the stockholders of PBF Energy.

Related Party

On July 1, 2016, the Company entered into a consulting services agreement with Thomas D. O'Malley, the former Executive Chairman of the Company. Compensation for the services under the agreement will be $1,000 annually. The consulting services agreement expires on December 31, 2018. In addition, Mr. O'Malley will receive payments and benefits afforded to him under his Third Amended and Restated Employment Agreement in connection with his retirement.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~15.~~Torrance ~~CONDENSED~~Valley ~~CONSOLIDATING~~Pipeline ~~FINANCIAL STATEMENTS OF PBF HOLDING~~Company

On August 11, 2016, PBF Energy announced that it had entered into a non-binding letter of intent whereby the Company would sell a 50% interest in the Torrance Valley Pipeline Company ("TVPC"), an indirect subsidiary of PBF Holding, to PBFX for total consideration of approximately $175,000 in cash. PBF Energy and PBFX currently anticipate executing definitive agreements within the next 30 days and closing the acquisition in the third quarter of 2016, subject to customary closing conditions.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

As of June 30, 2016, PBF Services Company, Delaware City Refining Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Paulsboro Natural Gas Pipeline Company LLC, Toledo Refining Company LLC, Chalmette Refining, L.L.C. and PBF Investments LLC are 100% owned subsidiaries of PBF Holding and serve as guarantors of the obligations under the Senior Secured Notes. These guarantees are full and unconditional and joint and several. For purposes of the following footnote, PBF Holding is referred to as "Issuer." The indentures dated February 9, 2012 and November 24, 2015, among PBF Holding, PBF Finance, the guarantors party thereto and Wilmington Trust, National Association, governs subsidiaries designated as "Guarantor Subsidiaries." PBF Energy Limited, PBF Transportation Company LLC, PBF Rail Logistics Company LLC, MOEM Pipeline LLC, Collins Pipeline Company and T&M Terminal Company are consolidated subsidiaries of the Company that are not guarantors of the Senior Secured Notes.

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

The following supplemental combining and condensed consolidating financial information reflects the Issuer’s separate accounts, the combined accounts of the Guarantor Subsidiaries and 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

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

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)



	June 30, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	1,257,959		$	20,922		$	32,694	$	(1,345	)	$	1,310,230
Accounts receivable	621,054			4,973			19,377		—			645,404
Accounts receivable - affiliate	1,574			2,276			—		—			3,850
Inventories	717,615			391,386			199,535		—			1,308,536
Prepaid expense and other current assets	28,498			21,437			188		—			50,123
Due from related parties	21,965,189			21,002,264			3,889,446		(46,856,899		)	—
Total current assets	24,591,889			21,443,258			4,141,240		(46,858,244		)	3,318,143

Property, plant and equipment, net	33,930			2,015,974			212,123		—			2,262,027
Investment in subsidiaries	1,051,658			118,982			—		(1,170,640		)	—
Deferred charges and other assets, net	28,613			340,316			1,500		—			370,429
Total assets	$	25,706,090		$	23,918,530		$	4,354,863	$	(48,028,884	)	$	5,950,599

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	277,287		$	88,947		$	8,596	$	(1,345	)	$	373,485
Accounts payable - affiliate	21,904			—			—		—			21,904
Accrued expenses	678,777			515,662			109,332		—			1,303,771
Deferred tax liability	—			—			26,888		—			26,888
Deferred revenue	7,810			—			—		—			7,810
Due to related parties	20,680,061			22,279,141			3,897,697		(46,856,899		)	—
Total current liabilities	21,665,839			22,883,750			4,042,513		(46,858,244		)	1,733,858

Delaware Economic Development Authority loan	—			4,000			—		—			4,000
Long-term debt	1,692,266			36,364			60,240		—			1,788,870
Affiliate notes payable	470,165			—			—		—			470,165
Deferred tax liability	—			—			25,721		—			25,721
Other long-term liabilities	28,399			50,165			—		—			78,564
Total liabilities	23,856,669			22,974,279			4,128,474		(46,858,244		)	4,101,178

Commitments and contingencies

Equity:
Member's equity	1,489,892			1,076,840			145,530		(1,222,370		)	1,489,892
Retained earnings (accumulated deficit)	370,616			(136,999		)	80,859		56,140			370,616
Accumulated other comprehensive (loss) income	(23,733		)	(8,236		)	—		8,236			(23,733		)
Total PBF Holding Company LLC equity	1,836,775			931,605			226,389		(1,157,994		)	1,836,775
Noncontrolling interest	12,646			12,646			—		(12,646		)	12,646
Total equity	1,849,421			944,251			226,389		(1,170,640		)	1,849,421
Total liabilities and equity	$	25,706,090		$	23,918,530		$	4,354,863	$	(48,028,884	)	$	5,950,599

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	December 31, 2013
	December 31, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	76882,~~179~~820		$	~~791~~6,236		$	—28,968	$	—(3,275	)	$	76914,~~970~~749
Accounts receivable	~~588~~430,~~385~~809			811,~~262~~057			—12,893		—			~~596~~454,~~647~~759
Inventories	818,007			627,510			—		—			1,445,517
Accounts receivable - affiliate	917			2,521			—		—			3,438
Prepaid expense and other current assets	49,251			6,592			—		—			55,843
Inventories	608,646			363,151			202,475		—			1,174,272
Due from related parties	11,807,063			16,600,151			—		(28,407,214		)	—
Prepaid expense and other current assets	24,243			9,074			384		—			33,701
Total current assets	13,338,885			17,243,306			—		(28,407,214		)	2,174,977
Due from related parties	20,236,649			20,547,503			3,262,382		(44,046,534		)	—
Property, plant and equipment, net	60,746			1,720,843			—		—			1,781,589
Total current assets	22,184,084			20,939,542			3,507,102		(44,049,809		)	2,580,919
Investment in subsidiaries	3,584,622			—			—		(3,584,622		)	—
Property, plant and equipment, net	25,240			1,960,066			225,784		—			2,211,090
Deferred charges and other assets, net	27,923			234,556			—		—			262,479
Investment in subsidiaries	1,740,111			143,349			—		(1,883,460		)	—
Total assets	$	17,012,176		$	19,198,705		$	—	$	(31,991,836	)	$	4,219,045
Deferred charges and other assets, net	23,973			265,240			1,500		—			290,713
Due from related party - long term	—			—			20,577		(20,577		)	—
Total assets	$	23,973,408		$	23,308,197		$	3,754,963	$	(45,953,846	)	$	5,082,722
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	~~307~~196,~~612~~988		$	94113,~~681~~564		$	—7,566	$	—(3,275	)	$	~~402~~314,~~293~~843
Accrued expenses	606,388			604,557			—		—			1,210,945
Accounts Payable - affiliate	23,949			—			—		—			23,949
Current portion of long-term debt	—			12,029			—		—			12,029
Accrued expenses	503,179			495,842			118,414		—			1,117,435
Deferred revenue	74,~~766~~043			—			—		—			74,~~766~~043
Due to related parties	1319,~~589~~787,~~263~~807			1421,~~817~~026,~~951~~310			—3,232,417		(2844,~~407~~046,~~214~~534		)	—
Total current liabilities	1420,~~511~~515,~~029~~966			1521,~~529~~635,~~218~~716			—3,358,397		(2844,~~407~~049,~~214~~809		)	1,~~633~~460,~~033~~270
Delaware Economic Development Authority loan	—			124,000			—		—			124,000
Long-term debt	~~682~~1,~~487~~137,980			4131,~~060~~717			—67,023		—			~~723~~1,~~547~~236,720
Intercompany notes payable	31,835			—			—		—			31,835
Affiliate notes payable	470,047			—			—		—			470,047
Other long-term liabilities	14,672			31,805			—		—			46,477
Deferred tax liability	—			—			20,577		—			20,577
Total liabilities	15,240,023			15,614,083			—		(28,407,214		)	2,446,892
Other long-term liabilities	28,131			41,693			—		—			69,824
Due to related party - long term	—			20,577			—		(20,577		)	—
Total liabilities	22,152,124			21,733,703			3,445,997		(44,070,386		)	3,261,438
Commitments and contingencies
Equity:
Member's equity	~~933~~1,~~164~~479,175			~~667~~1,~~173~~062,717			—182,696		(~~667~~1,~~173~~245,413		)	~~933~~1,~~164~~479,175
Retained earnings	853,527			2,915,720			—		(2,915,720		)	853,527
Retained earnings (accumulated deficit)	349,654			502,788			126,270		(629,058		)	349,654
Accumulated other comprehensive (loss) income	(1424,~~538~~770		)	1(8,~~729~~236		)	—		(18,~~729~~236		)	(1424,~~538~~770		)
Total equity	1,772,153			3,584,622			—		(3,584,622		)	1,772,153
Total PBF Holding Company LLC equity	1,804,059			1,557,269			308,966		(1,866,235		)	1,804,059
Total liabilities and equity	$	17,012,176		$	19,198,705		$	—	$	(31,991,836	)	$	4,219,045
Noncontrolling interest	17,225			17,225			—		(17,225		)	17,225
Total equity	1,821,284			1,574,494			308,966		(1,883,460		)	1,821,284
Total liabilities and equity	$	23,973,408		$	23,308,197		$	3,754,963	$	(45,953,846	)	$	5,082,722

2730

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1514. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended September 30, 2014
	Three Months Ended June 30, 2016
	Issuer			~~Guarantors~~Guarantor Subsidiaries			Non-~~Guarantors~~Guarantor Subsidiaries			Combining and ~~Consolidated~~Consolidating Adjustments			Total
Revenues	$	53,~~258~~834,~~747~~460		$	~~462~~95,~~817~~163		$	~~385~~339,~~586~~721		$	(~~847~~413,~~147~~571	)	$	53,~~260~~855,~~003~~773
Costs and expenses
Cost of sales, excluding depreciation	43,~~694~~300,~~537~~539			~~461~~39,~~744~~483			~~376~~358,~~518~~297			(~~847~~413,~~147~~571		)	43,~~685~~284,~~652~~748
Operating expenses, excluding depreciation	~~125~~(28		)	~~200~~268,~~716~~608			172,959			—			~~200~~271,~~858~~539
General and administrative expenses	3028,~~501~~609			49,~~302~~209			~~(17~~273		)	—			3438,~~786~~091
Loss (gain) on sale of assets	—			18			—			—			18
Gain on sale of assets	—			24			3,198			—			3,222
Depreciation and amortization expense	31,~~299~~379			6445,~~165~~780			~~222~~1,760			—			6748,~~686~~919
	4,728,462			730,945			376,740			(847,147		)	4,989,000
	3,330,499			363,104			366,487			(413,571		)	3,646,519
Income (loss) from operations	~~530~~503,~~285~~961			(~~268~~267,~~128~~941		)	8(26,~~846~~766		)	—			~~271~~209,~~003~~254
Other income (expenses)
Other income (expense)
Equity in earnings (loss) of subsidiaries	(259,908		)	—			—			259,908			—
Equity in (loss) earnings of subsidiaries	(292,212		)	—			—			292,212			—
Change in fair value of catalyst lease	—			5(1,~~543~~748		)	—			—			5(1,~~543~~748		)
Interest (expense) income, net	$	(17,862	)	$	(5,449	)	$	(720	)	$	—		$	(24,031	)
Interest expense, net	(30,245		)	(484		)	(550		)	—			(31,279		)
Net income (loss)	$	252,515		$	(268,034	)	$	8,126		$	259,908		$	252,515
Net income (loss) before income taxes	181,504			(270,173		)	(27,316		)	292,212			176,227
Comprehensive income (loss)	$	252,597		$	(268,129	)	$	8,126		$	260,003		$	252,597
Income taxes benefit	—			—			(5,277		)	—			(5,277		)
Net income (loss)	181,504			(270,173		)	(22,039		)	292,212			181,504
Less: net income (loss) attributable to noncontrolling interest	90			90			—			(90		)	90
Net income (loss) attributable to PBF Holding Company LLC	$	181,414		$	(270,263	)	$	(22,039	)	$	292,302		$	181,414
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	181,829		$	(270,263	)	$	(22,039	)	$	292,302		$	181,829

2831

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1514. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended September 30, 2013
	Three Months Ended June 30, 2015
	Issuer			~~Guarantors~~Guarantor Subsidiaries			Non-~~Guarantors~~Guarantor Subsidiaries			Combining and ~~Consolidated~~Consolidating Adjustments			Total
Revenues	$	43,~~813~~529,~~737~~849		$	~~745~~275,~~102~~743		$	—330,048		$	(~~699~~584,~~959~~976	)	$	43,~~858~~550,~~880~~664
Costs and expenses
Cost of sales, excluding depreciation	43,~~624~~036,~~531~~655			~~739~~234,~~125~~226			—341,070			(~~699~~584,~~959~~976		)	43,~~663~~026,~~697~~975
Operating expenses, excluding depreciation	(~~168~~4,526		)	~~192~~196,~~815~~557			—119			—			192,~~647~~150
General and administrative expenses	1932,~~567~~646			3,~~086~~639			—(502		)	—			2235,~~653~~783
(Gain) loss on sale of assets	(254		)	206			—			—			(48		)
Gain on sale of assets	—			(232		)	(400		)	—			(632		)
Depreciation and amortization expense	32,~~317~~506			2443,~~118~~913			—596			—			2747,~~435~~015
	4,646,993			959,350			—			(699,959		)	4,906,384
	3,067,281			478,103			340,883			(584,976		)	3,301,291
(Loss) income from operations	166,744			(214,248		)	—			—			(47,504		)
Income (loss) from operations	462,568			(202,360		)	(10,835		)	—			249,373
Other income (expenses)
Other income (expense)
Equity in earnings (loss) of subsidiaries	(218,232		)	—			—			218,232			—
Equity in (loss) earnings of subsidiaries	(213,468		)	—			—			213,468			—
Change in fair value of catalyst lease	—			(21,~~363~~949		)	—			—			(21,~~363~~949		)
Interest expense, net	(2420,~~742~~733		)	(1,~~621~~372		)	—(850		)	—			(2622,~~363~~955		)
Net income (loss)	$	(76,230	)	$	(218,232	)	$	—		$	218,232		$	(76,230	)
Net income (loss) before income taxes	228,367			(201,783		)	(11,685		)	213,468			228,367
Comprehensive income (loss)	$	(76,109	)	$	(218,232	)	$	—		$	218,232		$	(76,109	)
Income taxes expense	—			—			—			—			—
Net income (loss)	228,367			(201,783		)	(11,685		)	213,468			228,367
Less: net income attributable to noncontrolling interest	—			—			—			—			—
Net income (loss) attributable to PBF Holding Company LLC	$	228,367		$	(201,783	)	$	(11,685	)	$	213,468		$	228,367
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	228,692		$	(201,783	)	$	(11,685	)	$	213,468		$	228,692

2932

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1514. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Nine Months Ended September 30, 2014
	Six Months Ended June 30, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	156,~~305~~630,~~698~~376		$	1144,~~201,888~~782		$	~~386~~660,~~046~~441		$	(1779,~~585,477~~641	)	$	156,~~308~~655,~~155~~958
Costs and expenses:
Costs and expenses
Cost of sales, excluding depreciation	135,~~785~~739,~~158~~927			1103,~~199,614~~453			~~377~~666,~~279~~992			(1779,~~585,477~~641		)	135,~~776~~730,~~574~~731
Operating expenses, excluding depreciation	~~160~~(400		)	~~679~~562,~~361~~642			175,936			—			~~679~~568,~~538~~178
General and administrative expenses	9057,~~821~~306			1216,~~701~~060			(172,006		)	—			~~103~~71,~~505~~360
(Gain) loss on sale of assets	(186		)	24			—			—			(162		)
Loss on sale of assets	—			24			3,198			—			3,222
Depreciation and amortization expense	103,~~122~~076			~~125~~96,~~031~~522			~~264~~3,614			—			~~135~~103,~~417~~212
	13,886,075			2,016,731			377,543			(1,585,477		)	14,694,872
	5,799,909			778,701			677,734			(779,641		)	6,476,703
Income (loss) from operations	1830,~~419,623~~467			(~~814~~633,~~843~~919		)	8(17,~~503~~293		)	—			~~613~~179,~~283~~255
Other income (expense):
Other income (expense)
Equity in earnings (loss) of subsidiaries	(811,424		)	—			—			811,424			—
Equity in (loss) earnings of subsidiaries	(684,805		)	—			—			684,805			—
Change in fair value of catalyst leases	—			1,204			—			—			1,204
Change in fair value of catalyst lease	—			(4,633		)	—			—			(4,633		)
Interest (expense) income, net	$	(69,416	)	$	(5,072	)	$	(1,216	)	$	—		$	(75,704	)
Interest expense, net	(62,586		)	(842		)	(1,122		)	—			(64,550		)
Net income (loss)	$	538,783		$	(818,711	)	$	7,287		$	811,424		$	538,783
Net income (loss) before income taxes	83,076			(639,394		)	(18,415		)	684,805			110,072
Comprehensive income (loss)	$	539,399		$	(818,711	)	$	7,287		$	811,424		$	539,399
Income taxes expense	—			—			26,996			—			26,996
Net income (loss)	83,076			(639,394		)	(45,411		)	684,805			83,076
Less: net income attributable to noncontrolling interest	393			393			—			(393		)	393
Net income (loss) attributable to PBF Holding Company LLC	$	82,683		$	(639,787	)	$	(45,411	)	$	685,198		$	82,683
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	83,720		$	(639,787	)	$	(45,411	)	$	685,198		$	83,720

3033

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1514. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	Nine Months Ended September 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Revenues	$	11,375,513		$	7,060,883		$	—	$	(4,101,376	)	$	14,335,020
Costs and expenses:
Cost of sales, excluding depreciation	12,078,314			5,417,839			—		(4,101,376		)	13,394,777
Operating expenses, excluding depreciation	(310		)	601,555			—		—			601,245
General and administrative expenses	61,607			10,281			—		—			71,888
(Gain) loss on sale of asset	(254		)	206			—		—			(48		)
Depreciation and amortization expense	9,457			72,073			—		—			81,530
	12,148,814			6,101,954			—		(4,101,376		)	14,149,392
(Loss) income from operations	(773,301		)	958,929			—		—			185,628
Other income (expense):
Equity in earnings of subsidiaries	958,402			—			—		(958,402		)	—
Change in fair value of catalyst leases	—			3,118			—		—			3,118
Interest expense, net	(66,067		)	(3,645		)	—		—			(69,712		)
Net income (loss)	$	119,034		$	958,402		$	—	$	(958,402	)	$	119,034
Comprehensive income (loss)	$	119,365		$	958,402		$	—	$	(958,402	)	$	119,365

(UNAUDITED)



	Six Months Ended June 30, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total

Revenues	$	6,522,006		$	536,576		$	828,651		$	(1,341,433	)	$	6,545,800

Costs and expenses
Cost of sales, excluding depreciation	5,527,418			572,883			797,147			(1,341,433		)	5,556,015
Operating expenses, excluding depreciation	(3,720		)	429,462			(215		)	—			425,527
General and administrative expenses	58,328			9,160			825			—			68,313
Gain on sale of assets	(181		)	(233		)	(577		)	—			(991		)
Depreciation and amortization expense	5,548			86,676			1,050			—			93,274
	5,587,393			1,097,948			798,230			(1,341,433		)	6,142,138

Income (loss) from operations	934,613			(561,372		)	30,421			—			403,662

Other income (expense)
Equity in earnings (loss) of subsidiaries	(531,606		)	—			—			531,606			—
Change in fair value of catalyst lease	—			3,988			—			—			3,988
Interest expense, net	(39,384		)	(3,065		)	(1,578		)	—			(44,027		)
Net income (loss) before income taxes	363,623			(560,449		)	28,843			531,606			363,623
Income taxes expense	—			—			—			—			—
Net income (loss)	363,623			(560,449		)	28,843			531,606			363,623
Less: net income attributable to noncontrolling interest	—			—			—			—			—
Net income (loss) attributable to PBF Holding Company LLC	$	363,623		$	(560,449	)	$	28,843		$	531,606		$	363,623

Comprehensive income (loss) attributable to PBF Holding Company LLC	$	364,419		$	(560,449	)	$	28,843		$	531,606		$	364,419

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1514. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Nine Months Ended September 30, 2014
	Six Months Ended June 30, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	~~538~~83,~~783~~076		$	(~~818~~639,~~711~~394	)	$	7(45,~~287~~411	)	$	~~811~~684,~~424~~805		$	~~538~~83,~~783~~076
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization	157,~~123~~405			~~125~~96,~~053~~645			~~687~~3,895			—			~~140~~107,~~863~~945
Stock-based compensation	—			49,~~725~~999			—			—			49,~~725~~999
Change in fair value of catalyst lease obligations	—			(14,~~204~~633		)	—			—			(14,~~204~~633		)
Non-cash change in inventory repurchase obligations	—			(31,602		)	—			—			(31,602		)
Deferred income taxes	—			—			27,060			—			27,060
Pension and other post retirement benefit costs	4,607			11,855			—			—			16,462
Change in non-cash lower of cost or market inventory adjustment	(200,063		)	(16,780		)	—			—			(216,843		)
(Gain) loss on disposition of property, plant and equipment	(186		)	24			—			—			(162		)
Non-cash change in inventory repurchase obligations	—			26,172			—			—			26,172
Equity in earnings of subsidiaries	811,424			—			—			(811,424		)	—
Pension and other post retirement benefit costs	3,464			11,891			—			—			15,355
Gain on sale of assets	—			24			3,198			—			3,222
Equity in earnings of subsidiaries	684,805			—			—			(684,805		)	—
Changes in current assets and current liabilities:
Accounts receivable	(69190,~~105~~245		)	~~(776~~6,084		)	(316,~~871~~484		)	—			(~~101~~190,~~752~~645		)
Amounts due to/from related parties	(890,671		)	947,290			(52,621		)	—			3,998
Due to/from affiliates	(838,988		)	798,315			38,216			—			(2,457		)
Inventories	~~(322~~91,~~231~~094		)	24(11,~~320~~455		)	~~(80~~2,~~627~~940		)	—			~~(378~~82,~~538~~579		)
Prepaid expenses and other current assets	25(4,~~583~~255		)	29(12,365		)	—198			—			25(16,~~612~~422		)
Accounts payable	~~(76~~80,~~856~~299		)	(2024,~~905~~617		)	241,~~171~~030			(21,~~418~~930		)	~~(76~~58,~~008~~642		)
Accrued expenses	~~133~~175,~~070~~598			(2,~~376~~269		)	~~137~~(9,~~955~~082		)	—			~~268~~164,~~649~~247
Deferred revenue	(63,~~017~~767		)	—			—			—			(63,~~017~~767		)
Other assets and liabilities	(110,~~851~~304		)	(133,~~889~~305		)	—1,087			—			(1512,~~740~~522		)
Net cash provided by (used in) operating activities	161,673			223,833			4,981			(2,418		)	388,069
Net cash (used in) provided by operating activities	(114,347		)	243,578			16,647			1,930			147,808
Cash flows from investing activities:
Expenditures for property, plant and equipment	(4411,~~993~~765		)	(~~152~~98,~~755~~259		)	(~~55,706~~11		)	—			(~~253~~110,~~454~~035		)
Expenditures for deferred turnaround costs	—			(58106,~~423~~649		)	—			—			(58106,~~423~~649		)
Expenditures for other assets	—			(1321,~~446~~325		)	—			—			(1321,~~446~~325		)
Investment in subsidiaries	~~(22~~12,~~990~~800		)	—			—			22(12,~~990~~800		)	—
Proceeds from sale of assets	74,343			—			—			—			74,343
Chalmette Acquisition working capital settlement	—			(2,659		)	—			—			(2,659		)
Net cash provided by (used in) investing activities	6,360			(224,624		)	(55,706		)	22,990			(250,980		)
Proceeds from sale of assets	—			—			6,860			—			6,860
Net cash provided by (used in) investing activities	1,035			(228,892		)	6,849			(12,800		)	(233,808		)
Cash flows from financing activities:
Proceeds from members' capital contributions	328,664			—			22,990			(22,990		)	328,664
Distribution to Parent	—			—			(12,800		)	12,800			—
Distribution to members	(~~283~~61,~~680~~667		)	—			—			—			(~~283~~61,~~680~~667		)
Proceeds from intercompany notes payable	90,761			—			—			—			90,761
Proceeds from affiliate notes payable	635			—			—			—			635
Proceeds from Rail Facility revolver borrowings	—			—			35,925			—			35,925
Repayments of affiliate notes payable	(517		)	—			—			—			(517		)
Proceeds from revolver borrowings	~~395~~550,000			—			—			—			~~395~~550,000
Repayments of revolver borrowings	(410,000		)	—			—			—			(410,000		)
Repayments of Rail Facility revolver borrowings	—			—			(6,970		)	—			(6,970		)
Deferred financing costs and other	(7,164		)	—			(3,218		)	—			(10,382		)
Net cash provided by (used in) financing activities	488,451			—			(19,770		)	12,800			481,481
Net cash provided by (used in) financing activities	113,581			—			55,697			(22,990		)	146,288
Net increase in cash and cash equivalents	375,139			14,686			3,726			1,930			395,481
Net increase in cash and cash equivalents	281,614			(791		)	4,972			(2,418		)	283,377
Cash and cash equivalents, beginning of period	882,820			6,236			28,968			(3,275		)	914,749
Cash and equivalents, beginning of period	76,179			791			—			—			76,970
Cash and cash equivalents, end of period	$	1,257,959		$	20,922		$	32,694		$	(1,345	)	$	1,310,230
Cash and equivalents, end of period	$	357,793		$	—		$	4,972		$	(2,418	)	$	360,347

3235

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1514. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Nine Months Ended September 30, 2013
	Six Months Ended June 30, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	~~119~~363,~~034~~623		$	~~958~~(560,~~402~~449	)	$	—28,843		$	~~(958~~531,~~402~~606	)	$	~~119~~363,~~034~~623
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation and amortization	149,~~273~~154			7286,~~144~~689			—1,535			—			8697,~~417~~378
Stock-based compensation	—			23,~~750~~781			—			—			23,~~750~~781
Change in fair value of catalyst lease obligations	—			(3,~~118~~988		)	—			—			(3,~~118~~988		)
Non-cash change in inventory repurchase obligations	—			~~(13~~89,~~362~~203		)	—			—			~~(13~~89,~~362~~203		)
Pension and other post retirement benefit costs	3,541			9,113			—			—			12,654
Non-cash lower of cost of market inventory adjustment	(164,867		)	37,701			—			—			(127,166		)
Gain on disposition of property, plant and equipment	(254		)	206			—			—			(48		)
Pension and other post retirement benefit costs	3,969			8,924			—			—			12,893
Equity in earnings of subsidiaries	(958,402		)	—			—			958,402			—
Gain on sale of assets	(181		)	(233		)	(577		)	—			(991		)
Equity in earnings of subsidiaries	531,606			—			—			(531,606		)	—
Changes in current assets and current liabilities:
Accounts receivable	~~(224~~15,~~005~~287		)	~~149~~23,~~922~~235			—(27,480		)	—			~~(74~~11,~~083~~042		)
Amounts due to/from related parties	870,141			(855,420		)	—			—			14,721
Due to/from affiliates	(554,250		)	548,558			15,787			—			10,095
Inventories	~~(187~~87,~~760~~556		)	~~218~~(105,~~925~~460		)	—(66,715		)	—			31(84,~~165~~619		)
Prepaid expenses and other current assets	~~(34~~5,~~886~~173		)	(71,~~859~~299		)	—			—			~~(42~~3,~~745~~874		)
Accounts payable	~~278~~47,~~675~~715			(7426,~~810~~414		)	—(3,815		)	—1,048			~~203~~18,~~865~~534
Accrued expenses	~~118~~(37,~~507~~550		)	(659,~~994~~046		)	—(52,796		)	—			52(99,~~513~~392		)
Deferred revenue	15,~~882~~991			~~(210,543~~—		)	—			—			~~(208~~5,~~661~~991		)
Other assets and liabilities	~~122~~1,155			(185,~~497~~846		)	—(263		)	—			(184,~~375~~954		)
Net cash (used in) provided by operating activities	868			161,859			—			—			162,727
Net cash provided by (used in) operating activities	314,381			85,356			(105,481		)	1,048			295,304
Cash flows from investing activities:
Expenditures for property, plant and equipment	(75166,~~099~~857		)	(~~126~~57,~~807~~189		)	—			—			(~~201~~224,~~906~~046		)
Expenditures for refinery turnarounds costs	—			(1522,~~859~~918		)	—			—			(1522,~~859~~918		)
Expenditures for other assets	—			(105,~~584~~424		)	—			—			(105,~~584~~424		)
Proceeds from sale of assets	30,826			—			—			—			30,826
Investment in subsidiaries	5,000			—			—			(5,000		)	—
Net cash used in investing activities	(44,273		)	(153,250		)	—			—			(197,523		)
Proceeds from sale of assets	41,597			—			96,534			—			138,131
Net cash provided by (used in) investing activities	(120,260		)	(85,531		)	96,534			(5,000		)	(114,257		)
Cash flows from financing activities:
Distributions to members	(186,684		)	—			—			—			(186,684		)
Proceeds from members' capital contributions	—			—			5,000			(5,000		)	—
Proceeds from intercompany notes payable	31,632			—			—			—			31,632
Distributions to Parent	—			—			(10,000		)	10,000			—
Proceeds from revolver borrowings	745,000			—			—			—			745,000
Proceeds from affiliate notes payable	30,000			—			—			—			30,000
Repayments of revolver borrowings	(730,000		)	—			—			—			(730,000		)
Proceeds from Rail Facility revolver borrowings	—			—			70,750			—			70,750
Payment of contingent consideration related to acquisition of Toledo refinery	—			(21,357		)	—			—			(21,357		)
Repayments of Rail Facility revolver borrowing	—			—			(64,626		)	—			(64,626		)
Deferred financing costs and other	(1,661		)	992			—			—			(669		)
Net cash provided by financing activities	30,000			—			1,124			5,000			36,124
Net cash used in financing activities	(141,713		)	(20,365		)	—			—			(162,078		)
Net increase (decrease) in cash and cash equivalents	224,121			(175		)	(7,823		)	1,048			217,171
Net (decrease) increase in cash and cash equivalents	(185,118		)	(11,756		)	—			—			(196,874		)
Cash and cash equivalents, beginning of period	185,381			704			34,334			(2,016		)	218,403
Cash and equivalents, beginning of period	241,926			12,365			—			—			254,291
Cash and cash equivalents, end of period	$	409,502		$	529		$	26,511		$	(968	)	$	435,574
Cash and equivalents, end of period	$	56,808		$	609		$	—		$	—		$	57,417

3336

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, ~~2013~~2015 and the unaudited financial statements and related notes included in this report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Cautionary Note Regarding Forward-Looking Statements.”

Explanatory Note

This Form 10-Q is filed by PBF Holding and PBF Finance. PBF Finance is a wholly-owned subsidiary of PBF Holding. PBF Holding is a wholly-owned subsidiary of PBF LLC and is the parent company for PBF LLC's refinery operating subsidiaries. PBF Holding is an indirect subsidiary of PBF Energy, which is the sole managing member of, and owner of an equity interest representing approximately 90.4% of the outstanding economic interest in, PBF LLC as of September 30, 2014. PBF Holding, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. Prior periodic filings of PBF Holding and PBF Finance with the SEC for the periods March 31, 2013 through March 31, 2014, reflect a combined Form 10-Q and 10-K with PBF Energy. As of June 30, 2014, PBF Holding and PBF Finance file periodic SEC filings separately from PBF Energy due to the change in the corporate structure related to the initial public offering of PBFX, a subsidiary of PBF LLC, and an affiliate of PBF Holding.

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

Overview

We are one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. We sell our products throughout the Northeast, Midwest and ~~Midwest~~Gulf Coast of the United States, as well as in other regions of the United States and Canada, and are able to ship products to other international destinations. We were formed in 2008 to pursue acquisitions of crude oil refineries and downstream assets in North America. WeAs ~~currently~~of ~~own~~June 30, 2016, we owned and ~~operate~~operated ~~three~~four domestic oil refineries and related assets, which we acquired in 2010, 2011 and ~~2011~~2015. ~~Our~~As of June 30, 2016, our refineries have a combined processing capacity, known as throughput, of approximately ~~540~~730,000 barrels per day ("bpd"), and a weighted-average Nelson Complexity Index of 11.37. The Company's four oil refineries are aggregated into one reportable segment.

~~Our~~As ~~three~~of June 30, 2016, our four refineries are located in Toledo, Ohio, Delaware City, Delaware, ~~and~~ Paulsboro, New Jersey and New Orleans, Louisiana. Our Mid-Continent refinery at Toledo processes light, sweet crude, and has a throughput capacity of 170,000 bpd and a Nelson Complexity Index of 9.2. The majority of Toledo’s West Texas Intermediate ("WTI-") based crude is delivered via pipelines that originate in both Canada and the United States. Since our acquisition of Toledo in 2011, we have added additional truck and rail crude unloading capabilities that provide feedstock sourcing flexibility for the refinery and enables Toledo to run a more cost-advantaged crude slate. Our East Coast refineries at Delaware City and Paulsboro have a combined refining capacity of 370,000 bpd and Nelson Complexity Indices of 11.3 and 13.2, respectively. These high-conversion refineries process primarily medium and heavy, sour crudes and have ~~historically~~the ~~received~~flexibility ~~the~~to ~~bulk~~receive ofcrude ~~their~~and feedstock via ~~ships~~both water and ~~barges~~rail. We have expanded and upgraded existing on-site railroad infrastructure at our Delaware City refinery, including the expansion of the crude rail unloading facilities that was completed in February 2013. The Delaware ~~River~~City rail unloading facility, which was transferred to our affiliate, PBF Logistics LP ("PBFX" or the "Partnership"), in 2014, allows our East Coast refineries the flexibility to source WTI-based crudes from Western Canada and the Mid-Continent, when doing so provides cost advantages versus traditional Brent-based international crudes. We believe this sourcing optionality can be a beneficial component to the profitability of our East Coast refining system in certain crude pricing environments. The Chalmette refinery, located outside of New Orleans, Louisiana, is a 189,000 bpd, dual-train coking refinery with a Nelson Complexity of 12.7 and is capable of processing both light and heavy crude oil. The facility is strategically positioned on the Gulf Coast with strong logistics connectivity that offers flexible raw material sourcing and product distribution opportunities, including the potential to export products.

~~During~~PBF ~~2012~~Holding ~~and~~is ~~2013,~~a ~~we expanded and upgraded existing on~~wholly-~~site~~owned ~~railroad~~subsidiary ~~infrastructure~~of atPBF ~~our~~LLC ~~Delaware~~and ~~City~~an ~~refinery,~~indirect ~~including~~subsidiary ~~the expansion~~ of ~~the~~PBF ~~crude rail unloading facilities~~Energy. ~~Currently,~~PBF ~~crude~~Finance ~~delivered by rail to this facility~~ is ~~consumed~~a atwholly-owned ~~our~~subsidiary ~~Delaware~~of ~~City~~PBF ~~refinery~~Holding. WePBF ~~also~~Holding ~~transport~~is ~~some of~~ the ~~crude~~parent ~~delivered~~company byfor ~~rail~~PBF ~~from~~LLC's ~~Delaware City via barge to our Paulsboro~~ refinery oroperating ~~other third party destinations~~subsidiaries. We and PBFX have completed a project to expand the Delaware City heavy crude rail unloading terminal capability at the refinery from 40,000 bpd to 80,000 bpd and added additional unloading spots to the dual-loop track light crude rail unloading facility

34On May 2014, PBFX completed its initial public offering ("the PBFX Offering") of 15,812,500 common units. Subsequent to the PBFX Offering, PBF Holding and PBF LLC entered into a series of drop-down transaction with PBFX. PBF Holding distributed to PBF LLC, who subsequently contributed to PBFX, all of the issued and outstanding limited liability interests in certain of its wholly-owned companies, whose assets include a light crude

(the "DCR Rail Terminal"), which has increased its unloading capability from 105,000 bpd to 130,000 bpd. These projects bring total rail crude unloading capability up to 210,000 bpd, subject to the delivery of coiled and insulated railcars, the development of crude rail loading infrastructure in Canada and the use of unit trains. The Delaware City rail unloading facilities, including the facilities owned by PBFX, allows our East Coast refineries to source West Texas Intermediate ("WTI") price-based crudes from Western Canada and the Mid-Continent, which we believe provides significant cost advantages versus traditional Brent based international crudes. 37

Inoil ~~May~~rail ~~2014,~~unloading interminal ~~connection~~at ~~with~~ the ~~initial~~Delaware ~~public~~City ~~offering~~refinery ofthat ~~PBFX,~~also ~~PBF~~services ~~Holding distributed~~ the ~~DCR~~Paulsboro ~~Rail~~refinery ~~Terminal~~(which ~~and~~we ~~the~~refer ~~Toledo~~to ~~Truck~~as ~~Unloading~~the ~~Terminal (~~“~~Toledo~~Delaware ~~Truck~~City Rail Terminal”), toa ~~PBF~~crude ~~LLC. In~~oil ~~September~~truck ~~2014,~~unloading interminal ~~connection~~at ~~with~~ the ~~Contribution~~Toledo ~~Agreement~~refinery ~~between~~(which ~~PBF~~we ~~LLC~~refer ~~and~~to ~~PBFX~~as (the ~~"Contribution~~“Toledo ~~Agreement~~Truck ~~II"~~Terminal”), ~~PBF~~a ~~Holding~~heavy ~~distributed~~crude tooil ~~PBF~~rail ~~LLC~~unloading ~~all~~facility of(also, ~~the~~capable ~~equity interests~~ of ~~Delaware~~unloading ~~City~~light ~~Refining~~crude ~~Company~~oil) ~~LLC's~~at ~~wholly-owned~~the ~~subsidiary,~~ Delaware City ~~Terminaling~~refinery ~~Company~~(which IIwe ~~LLC~~refer (to as the "~~DCT~~DCR IIWest Rack"), ~~which~~and ~~assets~~a ~~consist~~tank ~~solely~~farm ofand ~~the~~related ~~Delaware~~facilities ~~City~~located ~~heavy~~at ~~crude~~our ~~unloading~~Toledo ~~rack~~refinery, including a propane storage and loading facility (which we refer to as the "~~DCR~~Toledo ~~West~~Storage ~~Rack~~Facility"),. ~~immediately~~In ~~prior~~addition, toon ~~the~~May ~~contribution~~14, by2015, ~~PBF~~PFB LLC contributed to PBFX. ~~Subsequent~~all toof the ~~completion~~issued ofand ~~the~~outstanding ~~initial~~limited ~~public~~liability ~~offering~~interests of ~~PBFX~~Delaware ~~and~~Pipeline ~~the~~Company ~~transactions~~LLC ~~contemplated~~and byDelaware ~~the~~City ~~Contribution~~Logistics ~~Agreement~~Company IILLC, ~~the~~whose ~~DCR~~assets ~~Rail~~consist ~~Terminal,~~of ~~the~~a ~~Toledo~~product ~~Truck~~pipeline, ~~Terminal~~truck rack and ~~the~~related ~~DCR~~facilities ~~West~~located ~~Rack,~~at ~~are~~our ~~owned~~Delaware ~~and~~City ~~operated~~refinery by(collectively ~~PBFX.~~referred to as the “Delaware City Products Pipeline and Truck Rack”).

Recent Developments

~~PBFX~~Recent issignificant abusiness ~~Delaware~~developments ~~master~~affecting ~~limited partnership formed in February 2013. PBF GP serves as~~ the general partner of PBFX. PBF GP is wholly-owned by PBF LLC. On May 14, 2014, PBFX completed its initial public offering (the "PBFX Offering") of 15,812,500 common units. In connection with the PBFX Offering, PBF Holding contributed to PBFX the assets and liabilities of certain crude oil terminaling assets. The assets were owned and operated by PBF Holding’s subsidiaries Delaware City Refining Company ~~LLC~~are ~~(“DCR”)~~discussed ~~and Toledo Refining Company LLC (“TRC”)~~below.

~~The~~Torrance ~~initial~~Acquisition assets contributed consisted of the DCR Rail Terminal, which was part of DCR, and the Toledo Truck Terminal (together with the DCR Rail Terminal, the “Contributed Assets”), which was part of TRC. The DCR Rail Terminal consists of a double loop track and ancillary pumping and unloading equipment. The DCR Rail Terminal has a total throughput capacity of up to 105,000 bpd, and PBF Holding was the owner and shipper of all crude oil handled at the terminal. An expansion project was completed that increased the DCR Rail Terminal's unloading capacity from 105,000 bpd to 130,000 bpd in the third quarter of 2014. The Toledo Truck Terminal was designed for total throughput capacity of up to approximately 15,000 bpd and was comprised of four lease automatic custody transfer (“LACT”) units accepting crude oil deliveries by truck. Subsequent to the closing of the PBFX Offering, two additional LACT units were placed into service in June 2014, increasing the total LACT units to six and total throughput capacity to approximately 22,500 bpd. The Contributed Assets operated within the totality of the Delaware City and Toledo refineries, respectively. The Contributed Assets did not generate third party or intra-entity revenue prior to the PBFX Offering.

~~Effective~~On ~~September~~July 301, ~~2014~~2016, ~~PBF LLC and PBFX closed~~ the ~~transactions~~Company ~~contemplated~~acquired byfrom ~~the~~ExxonMobil ~~Contribution~~Oil ~~Agreement~~Corporation II(“ExxonMobil”) ~~dated~~and asits ~~of September 16~~subsidiary, ~~2014.~~Mobil ~~Pursuant~~Pacific toPipeline ~~the~~Company ~~terms~~(together, of the ~~Contribution~~“Torrance ~~Agreement II~~Sellers”), ~~PBF~~the ~~Holding~~Torrance ~~distributed~~refinery toand ~~PBF~~related ~~LLC~~logistics ~~all~~assets of(collectively, the ~~equity~~“Torrance ~~interests~~Acquisition”). ofThe ~~DCT~~Torrance IIrefinery, ~~which~~located ~~assets~~on ~~consist~~750 ~~solely~~acres ofin ~~the~~Torrance, ~~DCR West Rack~~California, ~~immediately~~is ~~prior~~a tohigh-conversion ~~the~~155,000 ~~transfer~~barrel ofper ~~such~~day, ~~equity~~delayed-coking ~~interests~~refinery bywith ~~PBF~~a ~~LLC~~Nelson toComplexity ~~PBFX~~of 14.9. The ~~DCR~~facility ~~West~~is ~~Rack~~strategically ~~was~~positioned ~~previously~~in ~~owned~~Southern ~~and~~California ~~operated~~with byadvantaged ~~PBF~~logistics ~~Holding’s~~connectivity ~~subsidiary,~~that ~~DCT~~offers ~~II,~~flexible ~~and~~raw ismaterial ~~located~~sourcing atand ~~the~~product ~~Company's~~distribution ~~Delaware~~opportunities ~~City,~~primarily ~~Delaware~~in ~~refinery.~~the ~~PBFX~~California, ~~paid~~Las toVegas ~~PBF~~and ~~LLC~~Phoenix ~~total~~area ~~consideration of $150~~markets.0 ~~million,~~The ~~consisting~~Torrance ofAcquisition ~~$135.0~~is ~~million~~expected ofto ~~cash~~further ~~and~~increase ~~$15.0~~the ~~million~~Company's oftotal ~~PBFX~~throughput ~~common~~capacity ~~units~~to inapproximately ~~exchange~~900,000 ~~for the DCR West Rack~~bpd.

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

The purchase price for the assets was $537.5 million, plus preliminary working capital of $460.9 million, which is to subject to final valuation within ninety days of closing. In addition, the Company assumed certain pre-existing environmental and regulatory emission credit obligations in connection with the Torrance Acquisition. The transaction was financed through a combination of cash on hand including proceeds from PBF Energy's October 2015 Equity Offering, the Company's 2023 Senior Secured Notes offering and borrowings under the Company’s Revolving Loan. A determination of the acquisition-date fair values of the assets acquired and the liabilities assumed and the working capital at closing is pending the completion of an independent appraisal and other evaluations.

Torrance Valley Pipeline Company

On August 11, 2016, PBF Energy announced that it had entered into a non-binding letter of intent whereby the Company would sell a 50% interest in the Torrance Valley Pipeline Company ("TVPC"), an indirect subsidiary of PBF Holding, to PBFX for total consideration of approximately $175.0 million in cash. PBF Energy and PBFX currently anticipate executing definitive agreements within the next 30 days and closing the acquisition in the third quarter of 2016, subject to customary closing conditions.

Factors Affecting Comparability Between Periods

~~Commercial~~ Agreements with PBFX

PBF Holding entered into long-term, fee-based commercial agreements with PBFX ~~(for rail and truck terminaling services), subject to minimum volume commitments~~. Under these agreements, PBFX provides various rail and truck terminaling services, pipeline services, and storage services to PBF Holding and PBF Holding has committed to provide PBFX with minimum fees based on minimum monthly throughput volumes ofand ~~crude~~storage ~~oil~~capacity. The fees under each of these agreements are indexed for inflation and any increase in operating costs for providing such services to ~~subsidiaries of~~ PBF ~~Energy~~Holding. Prior to the PBFX Offering, the DCR Rail Terminal, Toledo Truck Terminal, the DCR West Rack and ~~Contribution~~the Toledo Storage Facility were owned, operated and maintained by PBF Holding's subsidiaries. Additionally, the Delaware City Products Pipeline and Truck Rack was owned, operated and maintained by PBF Holding's subsidiaries until May 15, 2015. PBF Holding did not previously pay a fee for the utilization of these facilities prior to their acquisition by PBFX. Below is a summary of the agreements for the use of each of the assets.

35Commercial Agreements with PBFX

~~Agreement~~East IICoast transactions, respectively, the Contributed Assets and the DCR West Rack were owned, operated and maintained by PBF Holding. Therefore, PBF Holding did not pay a fee for the utilization of the facilities. Below is a summary of the agreements and corresponding fees for the use of each of the assets.Terminals

~~Delaware~~On ~~City~~April ~~Rail~~29, ~~Terminaling~~2016, ~~Services~~PBFX ~~Agreement~~closed on the purchase of four refined product terminals located in the greater Philadelphia region (the "East Coast Terminals") from an affiliate of Plains All American Pipeline, L.P.. PBF Holding has entered into commercial agreements related to the East Coast Terminals. These agreements have initial terms ranging from approximately three months to one year and include:

On•tank ~~May~~lease 14agreements, ~~2014,~~under ~~concurrent~~which ~~with~~PBFX ~~the~~provides ~~closing~~tank oflease ~~the~~services ~~PBFX~~to ~~Offering,~~ PBF Holding ~~entered~~at ~~into~~the aEast ~~rail~~Coast ~~terminaling~~Terminals, ~~services agreement~~ with ~~PBFX~~fees toranging ~~obtain~~from ~~terminaling~~$0.45 ~~services~~to at$0.55 ~~the~~per ~~DCR~~barrel ~~Rail~~received ~~Terminal~~into (the ~~“DCR Terminaling Agreement”). Under the DCR Terminaling Agreement~~tank, ~~PBF~~up ~~Holding is obligated~~ to ~~throughput aggregate volumes of crude oil of at least 75~~448,000 ~~bpd through September 30~~barrels, ~~2014~~ and ~~of at least 85,000 bpd for each quarter thereafter (in each case, calculated on a quarterly average basis) for a terminaling service fee of~~ $20.0030 ~~per barrel, which will decrease~~ to $0.50351 ~~per barrel to the extent volumes exceed the minimum throughput commitment. PBF Holding also pays PBFX~~ for ~~providing~~all ~~related~~additional ~~ancillary~~barrels ~~services~~received ~~at the terminal that are specified~~ in ~~the~~excess ~~agreement. The terminaling service fee is subject to (i) increase or decrease on January 1~~ of ~~each~~that ~~year, beginning on January 1, 2015, by the~~ amount. ~~of any change in the Producer Price Index~~Additionally, ~~provided that~~ the ~~fee~~lease ~~may~~agreements ~~not~~include be adjusted below the initial amount and (ii) increase by the increase in any operating costs that increase greater than the Producer Price Index reasonably incurred by PBFX in connection with providing the services and ancillary ~~services~~fees ~~under~~for ~~the~~tank ~~DCR~~to ~~Terminaling~~tank ~~Agreement.~~transfers; and

~~Toledo~~•terminaling ~~Truck~~service ~~Unloading~~agreements, &under ~~Terminaling~~which ~~Agreement~~PBFX provides terminaling and other services to PBF Holding at the East Coast Terminals, with fees ranging from $0.10 to $1.25 per barrel based on services provided, with additional flat rate fees for certain unloading/loading activities at the terminal.

OnThe ~~May~~tank ~~14,~~lease ~~2014,~~agreements ~~concurrent~~contain ~~with~~minimum ~~the~~requirements ~~closing~~for of the ~~PBFX~~amount ~~Offering,~~of ~~PBF~~leased ~~Holding~~tank ~~entered~~capacity ~~into~~contracted aby ~~truck unloading and terminaling services agreement with PBFX to obtain terminaling services at the Toledo Truck Terminal (“Toledo Terminaling Agreement”). Under the Toledo Terminaling Agreement,~~ PBF Holding ~~is obligated to throughput aggregate volumes of crude oil of at least 4,000 bpd (calculated on a quarterly average basis) for a terminaling service fee of $1~~.00 ~~per barrel. The Toledo Terminaling Agreement was amended and restated effective as of June 1~~Additionally, ~~2014, to among other things, increase~~ the ~~minimum~~fees ~~throughput~~under ~~volume~~each ~~commitment~~commercial ~~from~~agreement ~~4,000~~are ~~bpd~~indexed ~~to 5,500 bpd beginning August 1, 2014. PBF Holding also pays PBFX~~ for ~~providing~~inflation ~~related~~based ~~ancillary~~on ~~services at~~ the ~~terminal~~changes ~~which are specified~~ in the ~~Toledo Terminaling Agreement~~U.S ~~The~~Consumer ~~terminaling~~Price ~~service~~Index ~~fee~~for isAll ~~subject~~Urban toConsumers (ithe “CPI-U”). ~~increase~~Each ~~or decrease on January 1~~ of ~~each~~these ~~year,~~commercial ~~beginning~~agreements onalso ~~January~~include 1,automatic ~~2015,~~renewal byoptions ~~the~~ranging ~~amount~~from of3 ~~any~~months ~~change~~to in1 ~~the~~year ~~Producer Price Index~~terms, ~~provided~~unless ~~that~~written ~~the~~notice ~~fee~~is ~~may~~provide ~~not be adjusted below the initial amount and (ii) increase~~ by ~~the~~either ~~increase~~PBFX inor ~~any~~PBF ~~operating~~Holding ~~costs~~30 ~~that~~days ~~increase~~prior ~~greater~~to ~~than~~ the ~~Producer~~end ~~Price~~of ~~Index reasonably incurred by PBFX in connection with providing~~ the ~~services~~previous ~~and ancillary services under the Toledo Terminaling Agreement~~term.

~~Delaware~~The ~~City~~Contributed ~~West Ladder Rack Terminaling Services Agreement~~Assets

OnThe ~~October~~commercial 1,agreements ~~2014, PBF Holding and DCT II~~ entered into anduring ~~approximately~~the ~~seven~~ year ~~terminaling~~ended ~~services~~December ~~agreement (the “West Ladder Rack Terminaling Agreement”) under which PBFX~~31, ~~through~~2015 ~~DCT~~and ~~II,~~2014 ~~provides rail terminaling services to PBF Holding. DCT II, immediately following the closing of the Contribution Agreement II, was merged~~ with ~~and into Delaware City Terminaling, a wholly-owned subsidiary of~~ PBFX, ~~with~~related ~~all~~to ~~property, rights, liabilities and obligations of DCT II vesting in Delaware City Terminaling as~~ the ~~surviving~~Contributed ~~company.~~Assets ~~The~~have ~~agreement~~initial ~~may~~terms beranging ~~extended~~from byapproximately ~~PBF~~seven ~~Holding for two additional five year periods. Under the West Ladder Rack Terminaling Agreement, PBF Holding is obligated~~ to ~~throughput~~ten ~~aggregate volumes of crude oil of at least 40~~years,~~000~~ ~~bpd~~as ~~for~~more afully ~~terminaling~~described ~~service fee equal to $2.20 per barrel for all volumes of crude oil throughput up to the minimum throughput commitment and $1.50 per barrel for all volumes of crude oil throughput~~ in ~~excess~~our ofAnnual ~~the~~Report ~~minimum~~on ~~throughput~~Form ~~commitment,~~10-K ~~in any contract quarter. PBF Holding also pays PBFX~~ for ~~providing related ancillary services at~~ the ~~terminal which are specified in the West Ladder Rack Terminaling Agreement. The terminaling service fee is subject to (i) increase or decrease on January 1 of each~~ year, ~~beginning~~ended onDecember ~~January 1~~31, ~~2016~~2015, ~~by the amount of any change in the Producer Price Index, provided that the fee may not be adjusted below the initial amount~~ and (ii) increase by the increase in any operating costs that increase greater than the Producer Price Index reasonably incurred by PBFX in connection with providing the services and ancillary services under the West Ladder Rack Terminaling Agreement. include:

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

~~PBF~~•a ~~Holding~~truck unloading and ~~certain~~terminaling ~~related~~services ~~affiliates~~agreement ~~entered into operational agreements~~ with PBFX, ~~for~~with ~~the~~an ~~use~~initial term of ~~centralized~~ ~~corporate~~approximately ~~services.~~seven ~~In accordance with such agreements~~years, ~~PBF~~under ~~Holding~~which ~~receives fees from~~ PBFX ~~for~~provides ~~use~~terminaling ~~of these~~ services~~. Below~~ isat ~~a summary of~~ the ~~agreements~~Toledo ~~and~~Truck ~~corresponding~~Terminal ~~fees~~(the ~~that~~"Toledo ~~PBFX~~Terminaling ~~pays~~Agreement"); ~~PBF Holding.~~

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

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

~~Under~~•a ~~the~~pipeline ~~Omnibus~~service ~~Agreement,~~agreement with PBFX, ~~among~~with ~~other things, reimburses related affiliates for services provided to PBFX. This includes~~ an ~~obligation~~initial toterm ~~pay PBF LLC an administrative fee for centralized corporate services initially in the amount~~ of ~~$2.3~~approximately ~~million~~ten ~~per~~years, ~~year. PBFX~~under ~~reimburses~~which ~~PBF LLC for all other direct or allocated costs and expenses incurred by PBF LLC on~~ PBFX's, ~~behalf.~~through ~~PBF~~Delaware ~~Holding~~Pipeline ~~will~~Company ~~reimburse PBFX for certain expenditures up to $20.0 million per event~~ (~~net~~“DPC”), ofprovides ~~any~~pipeline ~~insurance~~services ~~recoveries)~~at ~~related to~~ the ~~Contributed~~Delaware ~~Assets~~City ~~for~~Products aPipeline ~~period of five years after~~ (the ~~closing~~“Delaware ofCity ~~the~~Pipeline ~~PBFX~~Services ~~Offering.~~Agreement”);

On September 30, 2014, the Omnibus Agreement was amended and restated in connection with the Contribution Agreement II (the “Amended and Restated Omnibus Agreement”). The annual fee payable under the Amended and Restated Omnibus Agreement increased from $2.3 million to $2.5 million. In addition, the estimate of PBFX's obligation to reimburse PBF LLC for the salaries and benefits costs of employees who devote more than 50% of their time to PBFX increased from $0.9 million to $1.2 million annually.39

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

~~PBF~~Each ~~Holding~~of ~~and~~these ~~its~~commercial ~~subsidiaries~~agreements ~~will~~related ~~provide~~to ~~PBFX with~~ the ~~personnel~~Contributed ~~necessary~~Assets ~~for~~contain ~~PBFX~~minimum tovolume ~~perform~~commitments. ~~its~~Additionally, ~~obligations~~the ~~under~~storage ~~its~~and ~~commercial~~terminaling ~~agreements.~~services ~~PBFX~~agreement ~~will~~contains ~~reimburse~~minimum ~~PBF~~requirements ~~Holding~~ for the ~~use~~amount of ~~such~~storage ~~employees~~contracted ~~and~~by ~~the~~PBF ~~provision~~Holding. ofThe ~~certain~~fees ~~infrastructure-related~~under ~~services~~each tocommercial ~~the~~agreement ~~extent~~are ~~applicable~~indexed tofor ~~its~~inflation ~~operations.~~and Inthe ~~addition,~~agreements ~~PBFX~~give ~~will~~PBF ~~pay~~Holding anthe ~~annual~~option ~~fee of $0.5 million~~ to ~~PBF~~renew ~~Holding~~ for ~~the~~two ~~provision~~additional offive-year ~~such~~terms ~~services~~following ~~pursuant to~~ the ~~Operation~~expiration ~~and~~of ~~Management Services and Secondment Agreement (~~the ~~"Service~~initial ~~Agreement")~~term.

OnOther September 30, 2014, the Service Agreement was amended and restated in connection with the Contribution Agreement II (the “Amended and Restated Service Agreement”). The annual fee payable under the Amended and Restated Service Agreement increased from $0.5 million to $0.8 million. Agreements

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

Chalmette Acquisition

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

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

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

Amended and Restated Asset Based Revolving Credit Facility

On an ongoing basis, the Third Amended and Restated Revolving Credit Agreement ("Revolving Loan") is available to be used for working capital and other general corporate purposes. In November and December 2015, PBF Holding increased the maximum availability under the Revolving Loan to $2.60 billion and $2.64 billion, respectively, in accordance with its accordion feature.

Senior Secured Notes Offering

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

Rail Facility Revolving Credit Facility

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

Appraised Value of the Eligible Railcars, or the aggregate Purchase Price of such Eligible Railcars, as these terms are defined in the credit agreement.

On April 29, 2015, the Rail Facility was amended to, among other things, extend the maturity from March 31, 2016 to April 29, 2017, reduce the total commitment from $250.0 million to $150.0 million, and reduce the commitment fee on the unused portion of the Rail Facility. Additionally, the total commitment amount was reduced further to $100.0 million in 2016, and the Rail Facility was amended again on July 15, 2016 to, among other things, extend the maturity from April 29, 2017 to October 31, 2017. The amendment also reduced the aggregate commitment to the amount outstanding, therefore, eliminating the commitment fee, and requires the Company to repay $20.0 million of the outstanding balance on or prior to January 1, 2017. At any time prior to maturity PBF Rail may repay any advances without premium or penalty.

J. Aron Intermediation Agreements

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

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

Crude Oil Acquisition Agreement Terminations

Effective December 31, 2015, our crude oil supply agreement with Statoil for the Delaware City refinery expired. Subsequent to the termination of the Statoil supply agreement, we purchase all of our crude and feedstock needs independently from a variety of suppliers, including Saudi Aramco and others, on the spot market or through term agreements. Subsequent to the Chalmette Acquisition, we entered into a contract with PDVSA for the supply of 40,000 to 60,000 bpd of crude oil that can be processed at any of our East or Gulf Coast refineries.

Results of Operations

The following tables reflect our financial and operating highlights for the three and ~~nine~~six months ended ~~September~~June 30, ~~2014~~2016 and ~~2013~~2015 (amounts in thousands).

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	2016			2015			2016			2015
Revenue	$	53,~~260~~855,~~003~~773		$	43,~~858~~550,~~880~~664		$	156,~~308~~655,~~155~~958		$	146,~~335~~545,~~020~~800
Cost of sales, excluding depreciation	43,~~685~~284,~~652~~748			43,~~663~~026,~~697~~975			135,~~776~~730,~~574~~731			135,~~394~~556,~~777~~015
Gross refining margin (1)	574,351			195,183			1,531,581			940,243
	571,025			523,689			925,227			989,785
Operating expenses, excluding depreciation	~~200~~271,~~858~~539			192,~~647~~150			~~679~~568,~~538~~178			~~601~~425,~~245~~527
General and administrative expenses	3438,~~786~~091			2235,~~653~~783			~~103~~71,~~505~~360			7168,~~888~~313
Loss (gain) on sale of assets	183,222			(48632		)	~~(162~~3,222		)	(48991		)
Depreciation and amortization expense	6748,~~686~~919			2747,~~435~~015			~~135~~103,~~417~~212			8193,~~530~~274
Income (loss) from operations	271,003			(47,504		)	613,283			185,628
Income from operations	209,254			249,373			179,255			403,662
Change in fair value of catalyst leases	5(1,~~543~~748		)	(21,~~363~~949		)	1(4,~~204~~633		)	3,~~118~~988
Interest expense, net	(2431,~~031~~279		)	(2622,~~363~~955		)	(7564,~~704~~550		)	(6944,~~712~~027		)
Net income (loss)	$	252,515		$	(76,230	)	$	538,783		$	119,034
Income before income taxes	176,227			228,367			110,072			363,623
Gross margin	$	309,107		$	(21,580	)	$	726,749		$	266,927
Income tax (benefit) expense	(5,277		)	—			26,996			—
Net income	181,504			228,367			83,076			363,623
Less: net income attributable to noncontrolling interests	90			—			393			—
Net income attributable to PBF Holding Company LLC	$	181,414		$	228,367		$	82,683		$	363,623
Gross margin	$	251,946		$	287,028		$	256,913		$	476,531
Gross refining margin (1)	571,025			523,689			925,227			989,785


(1)	See Non-GAAP Financial Measures below.

3742

Operating Highlights

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	2016			2015			2016			2015
Key Operating Information
Production (bpd in thousands)	~~496~~702.87			~~446~~492.16			~~465~~678.30			~~449~~472.35
Crude oil and feedstocks throughput (bpd in thousands)	~~495~~698.51			~~446~~491.01			~~465~~674.90			~~450~~479.75
Total crude oil and feedstocks throughput (millions of barrels)	4563.65			4144.07			~~127~~122.27			~~123~~86.18
Gross refining margin per barrel of throughput (1)	$	12.60		$	4.75		$	12.04		$	7.65
Gross margin per barrel of throughput	$	3.96		$	6.42		$	2.09		$	5.49
Operating expenses, excluding depreciation, per barrel of throughput	$	4.41		$	4.69		$	5.34		$	4.89
Gross refining margin, excluding special items, per barrel of throughput (1)	$	6.50		$	9.35		$	5.77		$	9.93
Refinery operating expenses, excluding depreciation, per barrel of throughput	$	4.27		$	4.30		$	4.63		$	4.90
Crude and feedstocks (% of total throughput) (2):
Heavy crude	1218		%	1713		%	1316		%	1614		%
Medium crude	4344		%	4348		%	4447		%	4447		%
Light crude	3427		%	3028		%	3425		%	3228		%
Other feedstocks and blends	11		%	1011		%	912		%	811		%
Yield (% of total throughput):
Gasoline and gasoline blendstocks	4647		%	45		%	4748		%	4547		%
Distillates and distillate blendstocks	3632		%	3736		%	3631		%	3736		%
Lubes	21		%	21		%	21		%	21		%
Chemicals	34		%	3		%	34		%	3		%
Other	1316		%	1315		%	1216		%	13		%


(1)	See Non-GAAP Financial Measures below.

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

3843

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	2016			2015			2016			2015
	(dollars per barrel, except as noted)
Dated Brent Crude	$	~~101~~45.9365		$	~~110~~62.2901		$	~~106~~40.5208		$	~~108~~58.4621
West Texas Intermediate (WTI) crude oil	$	9745.5653		$	~~105~~57.7985		$	9939.7764		$	9853.1325
Light Louisiana Sweet (LLS) crude oil	$	47.39		$	62.93		$	41.51		$	57.97
Crack Spreads
Dated Brent (NYH) 2-1-1	$	1315.9132		$	1319.1583		$	13.0730		$	1317.4383
WTI (Chicago) 4-3-1	$	16.6351		$	1420.9757		$	1712.4077		$	2318.3805
LLS (Gulf Coast) 2-1-1	$	10.76		$	15.01		$	9.76		$	14.32
Crude Oil Differentials
Dated Brent (foreign) less WTI	$	40.3611		$	4.5016		$	60.7544		$	104.3397
Dated Brent less Maya (heavy, sour)	$	117.0683		$	106.9570		$	147.5294		$	8.5639
Dated Brent less WTS (sour)	$	130.1496		$	43.8144		$	130.95		$	125.4809
Dated Brent less ASCI (sour)	$	53.0267		$	52.9266		$	73.3996		$	4.3710
WTI less WCS (heavy, sour)	$	2011.0675		$	238.8929		$	2011.7055		$	2210.3712
WTI less Bakken (light, sweet)	$	60.43		$	42.7514		$	40.98		$	23.9261
WTI less Syncrude (light, sweet)	$	4(2.1272	)	$	0(4.8102	)	$	1(3.9756	)	$	(2.2327	)
Natural gas (dollars per MMBTU)	$	32.9525		$	32.5674		$	42.4111		$	32.6977

Three Months Ended ~~September~~June 30, ~~2014~~2016 Compared to the Three Months Ended ~~September~~June 30, ~~2013~~2015

Overview— Net income ~~for PBF Holding~~ was $~~252~~181.5 million for the three months ended ~~September~~June 30, ~~2014~~2016 compared to net ~~loss~~income of $76228.24 million for the three months ended ~~September~~June 30, ~~2013~~2015.

Our results for the three months ended ~~September~~June 30, ~~2014~~2016 were positively impacted by ~~higher~~a ~~crack~~non-cash ~~spreads~~special item consisting of an inventory lower of cost or market ("LCM") adjustment of approximately $157.8 million. Our results for the three months ended June 30, ~~favorable~~2015 ~~movements~~were positively impacted by an inventory LCM adjustment of approximately $106.0 million. These LCM adjustments were recorded due to significant changes in ~~certain~~the price of crude oil ~~differentials~~ and ~~higher~~refined ~~throughput~~products ~~rates~~in the periods presented. Excluding the impact of the net change in LCM reserve, ~~partially~~our ~~offset~~results were negatively impacted by ~~higher~~lower ~~operating~~crack spreads, increased costs to comply with the Renewable Fuel Standard and ~~general~~higher interest costs, offset by a positive earnings contribution from the Chalmette refinery and ~~administrative~~higher ~~expenses~~throughput in the Mid-Continent.

Revenues— Revenues totaled $5.3.9 billion for the three months ended ~~September~~June 30, ~~2014~~2016 compared to $43.96 billion for the three months ended ~~September~~June 30, ~~2013~~2015, an increase of approximately $0.43 billion, or 8.36%. Revenues per barrel were $60.70 and $79.46 for the three months ended June 30, 2016 and 2015, respectively, a decrease of 23.6% directly related to lower hydrocarbon commodity prices. For the three months ended ~~September~~June 30, ~~2014~~2016, the total throughput rates inat ~~the~~our East Coast, ~~and~~ Mid-Continent and Gulf Coast refineries averaged approximately ~~344~~351,~~100~~700 bpd, 174,200 bpd and ~~151~~172,~~400~~200 bpd, respectively. For the three months ended ~~September~~June 30, ~~2013~~2015, the total throughput rates at our East Coast and Mid-Continent refineries averaged approximately ~~298~~349,~~100~~000 bpd and ~~147~~142,~~900~~100 bpd, respectively. The ~~increase in~~ throughput rates at our East Coast refineries in ~~2014~~2016 compared to ~~2013~~2015 isremained ~~primarily~~relatively ~~due~~consistent tofor ~~higher~~the ~~run~~periods ~~rates~~presented inwhile ~~response~~the toincrease ~~beneficial market economics~~ in ~~2014~~throughput ~~and planned downtime~~ at our ~~Delaware~~Mid-Continent ~~City~~ refinery inis ~~2013.~~due ~~For~~to ~~the~~unplanned ~~three~~downtime ~~months~~in ~~ended September 30, 2014,~~ the ~~total~~second ~~barrels~~quarter ~~sold~~of at2015. ~~our~~Our ~~East~~Gulf Coast ~~and~~refinery ~~Mid-Continent~~was ~~refineries~~not ~~averaged~~acquired ~~approximately~~until ~~365,200~~the ~~bpd~~fourth ~~and~~quarter ~~154,400~~of ~~bpd, respectively~~2015. For the three months ended ~~September~~June 30, ~~2013~~2016, the total barrels sold at our East Coast, ~~and~~ Mid-Continent and Gulf Coast refineries averaged approximately ~~301~~385,~~200~~300 bpd, 180,000 bpd and ~~150~~211,~~700~~800 bpd, respectively. ~~Total~~ ~~barrels~~For ~~sold~~the ~~were~~three ~~higher~~months ~~than~~ended ~~throughput rates, reflecting sales from inventory as well as sales and purchases of refined product outside the refinery.~~

Gross Margin— Gross refining margin (as described below in Non-GAAP Financial Measures) totaled $574.4 million, or $12.60 per barrel of throughput, for the three months ended September 30, 2014 compared to $195.2 million, or $4.75 per barrel of throughput during the three months ended September 30, 2013, an increase of $379.2 million. Gross margin, including refinery operating expenses and depreciation, totaled $309.1 million, or $6.78 per barrel of throughput, for the three months ended September 30, 2014 compared to a loss of $21.6 million, or $(0.53) per barrel of throughput, for the three months ended September 30, 2013, an increase of $330.7 44

39June 30, 2015, the total barrels sold at our East Coast and Mid-Continent refineries averaged approximately 372,300 bpd and 151,000 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 $251.9 million, or $3. ~~The~~96 per ~~increase~~barrel inof ~~gross~~throughput, for the three months ended June 30, 2016 compared to $287.0 million, or $6.42 per barrel of throughput, for the three months ended June 30, 2015, a decrease of $35.1 million. Gross refining margin (as described below in Non-GAAP Financial Measures) totaled $571.0 million, or $8.98 per barrel of throughput ($413.2 million, or $6.50 per barrel of throughput, excluding the impact of special items), for the three months ended June 30, 2016 compared to $523.7 million, or $11.72 per barrel of throughput ($417.7 million or $9.35 per barrel of throughput excluding the impact of special items) for the three months ended June 30, 2015, an increase of approximately $47.3 million. Excluding the impact of special items, gross margin and gross refining margin ~~was~~decreased primarily due to ~~higher~~lower crack spreads as persistent above-average refined product inventory levels weighed on margins, ~~favorable~~unfavorable movements in certain crude ~~price~~ differentials, and increased costs to comply with the Renewable Fuel Standard, partially offset by higher throughput ~~volumes~~rates ~~and~~in athe ~~comparable~~Mid-Continent ~~period~~and ~~benefit~~positive ~~from~~margin ~~lower~~contributions ~~crude~~from ~~flat~~the ~~prices~~Chalmette ~~associated~~refinery ~~with~~acquired in the ~~production~~fourth quarter of ~~low-value~~2015. ~~products~~Costs ~~such~~to ascomply ~~sulfur,~~with ~~petroleum~~our ~~coke~~obligation ~~and~~under ~~fuel~~the ~~oils~~Renewable atFuel Standard, excluding our ~~East~~Gulf Coast ~~refineries~~refinery, ~~that~~totaled ~~price~~$70.1 atmillion afor ~~substantial~~the ~~discount~~three months ended June 30, 2016 compared to ~~light~~$36.1 ~~products~~million for the three months ended June 30, 2015. ~~Gross~~ In addition, gross margin ~~was~~and ~~also~~gross ~~negatively~~refining margin were positively impacted by ~~higher~~a ~~employee~~non-cash ~~compensation,~~LCM ~~maintenance~~adjustment of approximately $157.8 million resulting from the change in crude oil and refined product prices from the end of the first quarter of 2016 to the end of the second quarter of 2016 which, ~~energy~~while remaining below historical costs, ~~and~~increased ~~chemical~~since the prior quarter. The non-cash LCM adjustment increased gross margin and ~~catalyst~~gross ~~costs~~refining margin by approximately $106.0 million in the three months ended June 30, 2015.

Average industry refining margins in the Mid-Continent were ~~stronger~~weaker during the three months ended ~~September~~June 30, ~~2014~~2016 as compared to the same period in ~~2013~~2015. The WTI (Chicago) 4-3-1 industry crack spread was approximately $16.6351 per barrel or 1119.17% ~~higher~~lower in the three months ended ~~September~~June 30, ~~2014~~2016 as compared to $1420.9757 per barrel in the same period in ~~2013~~2015. Our margins were ~~further~~negatively ~~positively~~ impacted from our refinery specific crude slate in the Mid-Continent which ~~benefited~~was ~~from~~impacted by a declining WTI/Bakken differential. Alternatively, those margins were positively impacted by an improving WTI/Syncrude differential, which averaged a ~~discount~~premium of $42.1272 per barrel induring the ~~third~~three ~~quarter~~months ofended ~~2014~~June 30, 2016 as compared to a ~~discount~~premium of $04.8102 per barrel in the ~~third~~same ~~quarter~~period of ~~2013~~2015.

The Dated Brent (NYH) 2-1-1 industry crack spread was approximately $1315.9132 per barrel, or 522.87%, ~~higher~~lower in the three months ended ~~September~~June 30, ~~2014~~2016 as compared to $1319.1583 per barrel in the same period in ~~2013~~2015. ~~While~~The ~~the WTI/~~Dated Brent ~~differential and Dated Brent~~/~~Maya~~WTI differential ~~were~~was ~~relatively~~$4.05 ~~flat~~lower in the three months ended ~~September~~June 30, ~~2014~~2016 as compared to the same period in ~~2013~~2015. In addition, the WTI/Bakken differential was approximately $1.6871 per barrel ~~more~~less favorable in the three months ended ~~September~~June 30, ~~2014~~2016 as compared to the same period in ~~2013~~2015. WeReductions ~~significantly~~in ~~increased~~these ~~our~~benchmark shipments of rail-delivered WTI-based crudes from the Bakken and Western Canada by over 36,000 barrels per day or almost 38.1% versus the third quarter of 2013, which had the overall effect of reducing our landed cost of crude ~~oil~~differentials ~~processed~~typically atresult ~~our East Coast refineries and increasing our gross refining margin and gross margin. Additionally, a slight increase~~ in ~~the~~higher ~~Dated Brent/Maya~~ crude ~~differential,~~costs ~~our~~and ~~proxy~~negatively ~~for the light/heavy crude differential, had a positive~~ impact on our ~~East Coast refineries, which can process a large slate of medium and heavy, sour crude oil that is priced at a discount to light, sweet crude oil~~earnings.

Operating Expenses— Operating expenses totaled $~~200~~271.95 million, or $4.4127 per barrel of throughput, for the three months ended ~~September~~June 30, ~~2014~~2016 compared to $192.62 million, or $4.6930 per barrel of throughput, for the three months ended ~~September~~June 30, ~~2013~~2015, an increase of $879.3 million, or 441.3%. The increase in operating expenses iswas mainly attributable to anthe ~~increase~~operations of ~~$3.6~~the ~~million~~Chalmette inrefinery ~~employee~~acquired ~~compensation~~in ~~primarily~~November ~~driven~~2015 bywhich ~~higher~~totaled ~~employee~~approximately ~~benefit~~$83.0 ~~costs,~~million anfor ~~increase~~the ~~of $3~~quarter.5 ~~million~~In ~~in maintenance~~addition, ~~energy~~higher salary and ~~utility~~benefits expenses, ~~and~~for anthe ~~increase~~quarter ofdue ~~approximately~~to ~~$2.3~~increased ~~million~~headcount, inprimarily ~~chemical~~due ~~and~~to ~~catalyst~~the ~~related~~Chalmette ~~expenses~~Acquisition, ~~partially~~were offset by ~~decreased~~lower ~~outside services costs and regulatory taxes. Our operating expenses principally consist of salaries and employee benefits,~~ maintenance, energy and ~~catalyst~~utility ~~and chemicals costs at our refineries~~expenses.

General and Administrative Expenses— General and administrative expenses totaled $3438.81 million for the three months ended ~~September~~June 30, ~~2014~~2016 compared to $2235.78 million for the three months ended ~~September~~June 30, ~~2013~~2015, an increase of approximately $122.13 million or ~~53.~~6.4%. The increase in general and administrative expenses primarily relates to ~~higher~~acquisition-related ~~employee~~costs ~~compensation~~for ~~expense~~outside ofand ~~$10.5~~professional ~~million,~~services ~~mainly~~incurred ~~related to increases~~ in ~~headcount~~support ~~and~~of ~~incentive~~the ~~compensation~~Torrance ~~costs~~Acquisition and anhigher ~~increase~~equity compensation expense of $15.16 million inrelated ~~outside~~to ~~service~~additional ~~costs,~~equity ~~partially~~based ~~offset~~award bygrants ~~decreased regulatory taxes. Our general~~ and ~~administrative~~the ~~expenses~~retirement ~~are comprised~~ of ~~the~~PBF ~~personnel,~~Energy's ~~facilities~~Executive ~~and~~Chairman ~~other~~partially ~~infrastructure~~offset ~~costs~~by ~~necessary~~reduced toemployee ~~support~~related ~~our~~expenses ~~refineries~~of $6.3

Depreciation and Amortization Expense— Depreciation and amortization expense totaled $67.7 million for the three months ended September 30, 2014 compared to $27.4 million for the three months ended September 30, 2013, an increase of $40.3 million. The increase was primarily due to an impairment charge of $28.5 million related to an abandoned capital project at our Delaware City refinery during the three months ended September 30, 2014. In addition, depreciation and amortization expense increased as a result of capital projects related to turnarounds completed in 2013 and early 2014, the completed expansion of the crude rail unloading facility at the Delaware City refinery and refinery optimization projects at Toledo. 45

40million mainly due to lower incentive compensation expense. Our general and administrative expenses are comprised of the personnel, facilities and other infrastructure costs necessary to support our refineries.

~~Change~~Loss in(gain) ~~Fair~~on ~~Value~~Sale of ~~Catalyst Leases~~Assets— ~~Change~~There inwas ~~the~~a ~~fair~~loss ~~value~~ of ~~catalyst~~$3.2 ~~leases~~million ~~represented~~on athe ~~gain~~sale of ~~$5.5~~assets ~~million~~ for the three months ended ~~September~~June 30, ~~2014~~2016 ~~compared~~relating to athe ~~loss~~sale of ~~$2.4~~railcars ~~million~~in ~~for~~ the ~~three~~second ~~months~~quarter ~~ended~~of ~~September 30,~~2016 ~~2013.~~as ~~These~~compared ~~gains and losses relate~~ to ~~the~~a ~~change~~gain ~~in value~~ of ~~the~~$0.6 ~~precious~~million ~~metals~~for ~~underlying~~ the ~~sale~~three ~~and~~months ~~leaseback~~ended ~~of our refineries’ precious metals catalyst~~June 30, 2015 which werelated ~~are obligated~~ to ~~repurchase~~the atsale ~~fair~~of ~~market~~railcars ~~value~~which onwere ~~the~~subsequently ~~lease~~leased ~~termination dates~~back.

~~Interest~~Depreciation ~~Expense,~~and ~~net~~Amortization Expense— ~~Interest~~Depreciation and amortization expense totaled $2448.09 million for the three months ended ~~September~~June 30, ~~2014~~2016 compared to $2647.40 million for the three months ended ~~September~~June 30, ~~2013~~2015, aan ~~decrease~~increase of $21.49 million. ~~This~~The ~~decrease~~increase iswas ~~mainly~~a ~~attributable~~result ~~to the termination~~ of ~~our~~additional ~~crude~~depreciation ~~and~~expense ~~feedstock~~associated ~~supply agreement~~ with ~~Morgan~~the ~~Stanley~~assets ~~Capital~~acquired ~~Group~~in ~~Inc. ("MSCG"), effective July 31, 2014, partially offset by higher letter of credit fees. Interest expense includes interest on long-term debt, costs related to~~ the ~~sale~~Chalmette Acquisition and ~~leaseback~~a ofgeneral ~~our~~increase ~~precious metals catalyst, interest expense incurred~~ in ~~connection with~~ our ~~crude~~fixed ~~and~~asset ~~feedstock~~base ~~supply~~due ~~agreements~~to ~~with~~capital ~~Statoil~~projects ~~and~~completed ~~MSCG,~~since ~~financing costs associated with~~ the ~~Inventory~~second ~~Intermediation~~quarter ~~Agreements with J. Aron, letter~~ of ~~credit fees associated with the purchase of certain crude oils, and the amortization of deferred financing costs~~2015.

~~Nine~~Change ~~Months~~in ~~Ended~~Fair ~~September~~Value of Catalyst Leases— Change in the fair value of catalyst leases represented a loss of $1.7 million for the three months ended June 30, ~~2014~~2016 ~~Compared~~compared to a gain of $1.9 million for the ~~Nine~~three ~~Months~~months ~~Ended~~ended ~~September~~June 30, ~~2013~~2015. These losses and gains relate to the change in value of the precious metals underlying the sale and leaseback of our refineries’ precious metals catalyst, which we are obligated to repurchase at fair market value on the lease termination dates.

~~Overview—~~Interest ~~Net~~Expense, ~~income~~net— ~~for~~Interest ~~PBF~~expense ~~Holding~~totaled ~~was~~ $~~538~~31.83 million for the ~~nine~~three months ended ~~September~~June 30, ~~2014~~2016 compared to ~~net income of~~ $~~119~~23.0 million for the ~~nine~~three months ended ~~September~~June 30, ~~2013~~2015, an increase of approximately $8.3 million. This increase is mainly attributable to higher interest costs associated with the issuance of the 2023 Senior Secured Notes in November 2015 and increased interest expense related to the affiliate notes payable. Interest expense includes interest on long-term debt and notes payable, costs related to the sale and leaseback of our precious metals catalyst, financing costs associated with the A&R Inventory Intermediation Agreements with J. Aron, letter of credit fees associated with the purchase of certain crude oils, and the amortization of deferred financing costs.

~~Our~~Income ~~results~~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~~three months ended ~~September~~June 30, ~~2014~~2016 ~~were~~apart ~~positively~~from ~~impacted~~the byincome ~~higher~~tax ~~throughput~~attributable ~~volumes~~to ~~and~~two ~~favorable~~subsidiaries ~~movements~~acquired in ~~certain~~connection ~~crude~~with ~~differentials~~the acquisition of Chalmette Refining in the fourth quarter of 2015 and ~~product~~our ~~margins~~wholly-owned Canadian subsidiary, ~~partially~~PBF ~~offset~~Energy byLimited ~~higher~~("PBF ~~operating~~Ltd."). ~~expenses mainly~~The ~~due~~two tosubsidiaries ~~increased~~acquired ~~energy~~in ~~costs~~connection ~~and~~with ~~lower~~the ~~crack~~Chalmette ~~spreads~~Acquisition are treated as C-Corporations for income tax purposes.

~~Revenues—~~The ~~Revenues~~two ~~totaled~~acquired ~~$15.3~~subsidiaries ~~billion~~incurred ~~for the nine months ended September 30, 2014 compared to~~ $140.34 ~~billion~~million ~~for the nine months ended September 30, 2013, an increase~~ of ~~$1.0~~current ~~billion,~~income ortax ~~6.8%. For~~expense for the ~~nine~~three months ended ~~September~~June 30, ~~2014, the total throughput rates in the East Coast and Mid-Continent refineries averaged approximately 320,400 bpd and 145,500 bpd, respectively~~2016. For the ~~nine~~three months ended ~~September 30~~June, ~~2013~~2016, ~~the~~PBF ~~total~~Holding ~~throughput~~incurred ~~rates~~a atcurrent ~~our~~tax ~~East~~benefit ~~Coast~~ and ~~Mid-Continent~~deferred ~~refineries~~tax ~~averaged~~benefit ~~approximately 311,300 bpd, and 139,400 bpd, respectively. The increase~~ in ~~throughput~~its ~~rates~~income atstatement ~~our~~of ~~East Coast refineries in 2014 compared to 2013 is primarily due to higher run rates in response to beneficial market conditions in 2014 and planned downtime at our Delaware City refinery in 2013~~$0.~~The~~1 ~~increase~~million in throughput rates at our Mid-Continent refinery in 2014 compared to 2013 was primarily due to the refinery's 18-day unplanned down time that occurred in the first quarter 2013. For the nine months ended September 30, 2014, the total barrels sold at our East Coast and ~~Mid-Continent refineries averaged approximately 341,600 bpd and 152,700 bpd, respectively~~$5.6 ~~For the nine months ended September 30~~million, ~~2013, the total barrels sold at our East Coast and Mid-Continent refineries averaged approximately 307,000 bpd and 149,100 bpd,~~ respectively~~. Total barrels sold were higher than throughput rates~~, ~~reflecting~~attributable ~~sales~~to ~~from~~PBF ~~inventory as well as sales and purchases of refined product outside the refinery~~Ltd.

~~Gross~~Six ~~Margin—~~Months ~~Gross~~Ended ~~refining margin (as described below in Non-GAAP Financial Measures) totaled $1,531.6 million, or $12.04 per barrel of throughput, for the nine months ended September~~June 30, ~~2014~~2016 ~~compared~~Compared to ~~$940.2 million, or $7.65 per barrel of throughput during~~ the ~~nine~~Six ~~months~~Months ~~ended~~Ended ~~September~~June 30, ~~2013,~~2015 an increase of $591.4 million. Gross margin, including refinery operating expenses and depreciation, totaled $726.7 million, or $5.71 per barrel of throughput, for the nine months ended September 30, 2014 compared to $266.9 million, or $2.17 per barrel of throughput, for the nine months ended September 30, 2013, an increase of $459.8 million. The increase in gross refining margin and gross margin was primarily due to the result of higher throughput rates and favorable crude differentials and product margins and lower costs of compliance with the Renewable Fuels Standard which was $89.5 million and $112.9 million for the nine months ended September 30, 2014 and 2013, respectively, partially offset by lower overall crack spreads. Gross margin was also negatively impacted by higher than anticipated energy costs as a result of the extreme cold weather experienced in the first quarter of 2014.

~~Average~~Overview— ~~industry~~Net ~~refining~~income ~~margins~~was in$83.1 ~~the~~million ~~Mid-Continent~~for ~~were weaker during~~ the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2016 as compared to ~~the~~net ~~same~~income ~~period~~of ~~in 2013~~$363.6 ~~The~~million ~~WTI~~for ~~(Chicago)~~the ~~4-3-1~~six ~~industry~~months ~~crack~~ended ~~spread~~June 30, ~~was~~ 2015.

41Our results for the six months ended June 30, 2016 were positively impacted by a non-cash special item consisting of an LCM adjustment of approximately $216.8 million. Our results for the six months ended June 30, 2015 were positively impacted by an inventory LCM adjustment of approximately $127.2 million. These LCM adjustments were recorded due to significant changes in the price of crude oil and refined products in the periods presented. Excluding the impact of the net change in LCM reserve, our results were negatively impacted by unfavorable movements in certain crude oil differentials, lower crack spreads, increased costs to comply with the Renewable Fuel Standard, lower throughput volumes on the East Coast and increased interest costs partially offset by a positive earnings contribution from the Chalmette refinery and higher throughput in the Mid-Continent. Throughput volumes on the East Coast were impacted by approximately two weeks of unplanned downtime as a result of a weather-related loss of power in late January 2016 and a planned coker turnaround at our Delaware City refinery. Given the prevailing market conditions and unplanned downtime during the first quarter, we decided to

approximately $17.40 per barrel or 25.6% lower in the nine months ended September 30, 2014 as compared to $23.38 per barrel in the same period in 2013. While the price of WTI versus Dated Brent and other crude discounts narrowed during the nine months ended September 30, 2014, our refinery specific crude slate in the Mid-Continent benefited from an improving WTI/Syncrude differential, which averaged a discount of $1.97 per barrel for the nine months ended September 30, 2014 as compared to a premium of $2.23 per barrel in the same period of 2013, as well as relatively strong product margins on certain distillates. 46

~~The~~move ~~Dated~~forward ~~Brent (NYH) 2-1-1 industry crack spread was approximately $13.07 per barrel, or 2.7%, lower in~~ the ~~nine~~scheduled ~~months~~turnaround ended September 30, 2014 as compared to $13.43 per barrel in the same period in 2013. While the WTI/Dated Brent differential was $3.58 lower in the nine months ended September 30, 2014 as compared to the same period in 2013, the WTI/Bakken differential was $2.06 per barrel more favorable for the same periods. The Dated Brent/Maya differential was approximately $5.96 per barrel more favorable in the nine months ended September 30, 2014 as compared to the same period in 2013. While a decrease in the WTI/Dated Brent crude differential can unfavorably impact our East Coast refineries, we significantly increased our shipments of ~~rail-delivered WTI-based crudes from~~ the ~~Bakken~~Delaware ~~and~~City ~~Western~~coker ~~Canada, which had the overall effect of reducing our landed cost of crude oil processed at our East Coast refineries~~ and ~~increasing~~other ~~our~~related ~~gross~~units ~~refining~~which ~~margin~~lasted ~~and~~through ~~gross margin. Additionally,~~ the ~~increase~~remainder inof the ~~Dated~~first ~~Brent/Maya~~quarter ~~crude differential, our proxy for the light/heavy crude differential, had a positive impact on our East Coast refineries, which can process a large slate~~ of ~~medium and heavy, sour crude oil that is priced at a discount to light, sweet crude oil~~2016.

~~Operating Expenses~~Revenues— ~~Operating~~Revenues ~~expenses~~ totaled $~~679~~6.57 ~~million,~~billion orfor ~~$5.34~~the ~~per~~six ~~barrel~~months ofended ~~throughput~~June 30, 2016 compared to $6.5 billion for the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015, ~~compared~~an toincrease of approximately $~~601~~0.21 ~~million~~billion, or $41.897%. Revenues per barrel ofwere ~~throughput,~~$54.25 and $75.43 for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2016 and 2015, anrespectively, ~~increase~~a decrease of ~~$78~~28.30% ~~million,~~directly orrelated 13to lower hydrocarbon commodity prices.~~0%.~~ ~~The~~For ~~increase~~the insix ~~operating~~months ~~expenses~~ended isJune 30, ~~mainly~~2016, ~~attributable~~the tototal anthroughput ~~increase~~rates ofat ~~$49.6~~our ~~million~~East inCoast, ~~energy~~Mid-Continent and ~~utilities~~Gulf ~~costs~~Coast ~~primarily~~refineries ~~driven~~averaged byapproximately ~~higher~~333,900 ~~natural~~bpd, ~~gas prices~~165,900 anbpd ~~increase~~and of174,200 ~~$14~~bpd, respectively.1 ~~million~~For ~~related~~the tosix ~~employee~~months ~~compensation~~ended ~~primarily~~June 30, ~~driven~~2015, bythe ~~employee~~total ~~benefit~~throughput ~~costs~~rates ~~and~~at ~~$7.0~~our ~~million~~East ofCoast ~~higher~~and ~~outside~~Mid-Continent ~~engineering~~refineries ~~and~~averaged ~~consulting~~approximately ~~fees~~337,400 ~~related~~bpd toand ~~refinery~~142,080 ~~maintenance~~bpd, ~~projects~~respectively. The ~~higher~~decrease ~~natural~~in ~~gas~~throughput ~~prices~~rates ~~were~~at ~~temporary~~our ~~and~~East ~~driven~~Coast byrefineries in 2016 compared to 2015 is primarily due to the ~~extremely~~planned ~~cold~~and ~~winter~~unplanned downtime at our Delaware City refinery as described above. Our ~~operating~~Gulf ~~expenses~~Coast ~~principally~~refinery ~~consist~~was not acquired until the fourth quarter of ~~salaries~~2015. ~~and~~For ~~employee~~the ~~benefits~~six months ended June 30, ~~maintenance~~2016, ~~energy~~the total barrels sold at our East Coast, Mid-Continent and ~~catalyst~~Gulf Coast refineries averaged approximately 376,200 bpd, 174,900 bpd and ~~chemicals~~208,800 ~~costs~~bpd, respectively. For the six months ended June 30, 2015, the total barrels sold at our East Coast and Mid-Continent refineries averaged approximately 367,500 bpd and 154,500 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.

~~General~~Gross ~~and~~Margin— ~~Administrative~~Gross ~~Expenses—~~margin, ~~General~~including ~~and~~refinery ~~administrative~~operating expenses and depreciation, totaled $~~103~~256.59 million, or $2.09 per barrel of throughput, for the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2016 compared to $71476.95 million, or $5.49 per barrel of throughput, for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2015, ana ~~increase~~decrease of $31219.6 million. Gross refining margin (as described below in Non-GAAP Financial Measures) totaled $925.2 million, or 44$7.0%54 per barrel of throughput ($708.4 ~~The increase~~million inor ~~general~~$5.77 per barrel of throughput excluding the impact of special items), for the six months ended June 30, 2016 compared to $989.8 million, or $11.40 per barrel of throughput ($862.6 million or $9.93 per barrel of throughput excluding the impact of special items) for the six months ended June 30, 2015, a decrease of approximately $64.6 million. Excluding the impact of special items, gross margin and ~~administrative~~gross ~~expenses~~refining ~~primarily~~margin ~~relates~~decreased due to unfavorable movements in certain crude differentials, lower crack spreads as persistent above-average refined product inventory levels weighed on margins, increased costs to comply with the Renewable Fuel Standard, and reduced throughput in the East Coast partially offset by higher ~~employee~~throughput ~~compensation~~rates ~~expense~~in the Mid-Continent and positive margin contributions from the Chalmette refinery acquired in the fourth quarter of 2015. Costs to comply with our obligation under the Renewable Fuel Standard, excluding our Gulf Coast refinery, totaled $31115.5 million for the six months ended June 30, ~~mainly~~2016 ~~related~~compared to ~~increases~~$72.9 inmillion ~~headcount~~for the six months ended June 30, ~~incentive~~2015. ~~compensation~~In addition, gross margin and ~~severance~~gross ~~costs~~refining margin were positively impacted by a non-cash LCM adjustment of approximately $216.8 ~~Our~~million ~~general~~resulting from the change in crude oil and ~~administrative~~refined ~~expenses~~product ~~are~~prices ~~comprised~~from the year ended 2015 to the end of the ~~personnel~~second quarter of 2016 which, ~~facilities~~while ~~and~~remaining ~~other~~below ~~infrastructure~~historical costs, ~~necessary~~increased tosince ~~support~~the ~~our~~year ~~refineries~~end. The non-cash LCM adjustment increased gross margin and gross refining margin by approximately $127.2 million in the second quarter of 2015.

~~Gain~~Average onindustry ~~Sale~~refining ofmargins ~~Assets—~~in ~~Gain~~the onMid-Continent ~~sale~~were ofweaker ~~assets~~during ~~for~~ the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2016 as compared to the same period in 2015. The WTI (Chicago) 4-3-1 industry crack spread was approximately $012.277 ~~million~~per ~~related~~barrel or 29.3% lower in the six months ended June 30, 2016 as compared to $18.05 per barrel in the ~~sale~~same ofperiod ~~railcars~~in ~~which~~2015. Our margins were ~~subsequently~~negatively ~~leased~~impacted ~~back~~from our refinery specific crude slate in the Mid-Continent which was impacted by a declining WTI/Bakken differential and an adverse WTI/Syncrude differential, which averaged a premium of $3.56 per barrel during the six months ended June 30, 2016 as compared to a premium of $2.27 per barrel in the same period of 2015.

~~Depreciation~~The ~~and~~Dated ~~Amortization~~Brent ~~Expense—~~(NYH) ~~Depreciation~~2-1-1 ~~and~~industry ~~amortization~~crack ~~expense~~spread ~~totaled~~was approximately $~~135~~13.30 per barrel, or 25.4% ~~million~~lower ~~for~~in the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2016 as compared to $8117.583 ~~million~~per ~~for~~barrel in the ~~nine~~same ~~months~~period ~~ended~~in ~~September 30, 2013, an increase of $53~~2015.9 ~~million.~~ The ~~increase~~Dated ~~was~~Brent/WTI ~~primarily~~differential ~~due~~and toDated anBrent/Maya ~~impairment~~differential ~~charge~~were of $284.553 ~~million~~and ~~related~~$0.45 tolower, anrespectively, ~~abandoned~~in ~~capital project at our Delaware City refinery during~~ the ~~nine~~six months ended ~~September~~ June 30, ~~2014.~~2016 ~~In addition, depreciation and amortization expense increased~~ as acompared ~~result of capital projects related~~ to ~~turnarounds~~the ~~completed~~same period in ~~2013~~2015. ~~and~~In ~~early 2014~~addition, the ~~expansion~~WTI/Bakken ofdifferential ~~the~~was ~~crude~~approximately ~~rail~~$2.63 ~~unloading~~per ~~facility~~barrel atless favorable in the ~~Delaware~~six ~~City~~months ~~refinery~~ended ~~and~~June 30, ~~refinery~~2016 ~~optimization~~as ~~projects~~compared atto ~~Toledo.~~the same

Change in Fair Value of Catalyst Leases— Change in the fair value of catalyst leases represented a gain of $1.2 million for the nine months ended September 30, 2014 compared to a gain of $3.1 million for the nine months ended September 30, 2013. These gains relate to the change in value of the precious metals underlying the sale 47

42period in 2015. Reductions in these benchmark crude differentials typically result in higher crude costs and negatively impact our earnings.

~~and~~Operating ~~leaseback~~Expenses— ofOperating ~~our~~expenses ~~refineries’~~totaled ~~precious~~$568.2 ~~metals~~million, ~~catalyst~~or $4.63 per barrel of throughput, ~~which~~for wethe ~~are~~six ~~obligated~~months ended June 30, 2016 compared to ~~repurchase~~$425.5 atmillion, ~~fair~~or ~~market~~$4.90 ~~value~~per onbarrel of throughput, for the ~~lease~~six ~~termination~~months ~~dates~~ended June 30, 2015, an increase of $142.7 million, or 33.5%. The increase in operating expenses was mainly attributable to the operating expenses associated with the Chalmette refinery which totaled approximately $160.0 million and an increase in salaries and benefits of $8.4 million for six months ended June 30, 2016, partially offset by decreased energy expenses mainly due to lower natural gas prices of $24.0 million. Our operating expenses principally consist of salaries and employee benefits, maintenance, energy and catalyst and chemicals costs at our refineries.

~~Interest~~General ~~Expense,~~and ~~net~~Administrative Expenses— ~~Interest~~General ~~expense~~and administrative expenses totaled $7571.74 million for the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2016 compared to $6968.73 million for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2015, an increase of approximately $63.01 million or 4.5%. The increase in ~~interest~~general ~~expense~~and isadministrative expenses primarily ~~due~~relates to acquisition-related ~~higher~~outside ~~letter~~and ofprofessional ~~credit~~services ~~fees. Interest~~incurred ~~expense~~in ~~includes~~support ~~interest~~of onthe ~~long-term~~Torrance ~~debt,~~Acquisition ~~costs~~and ~~related~~higher tocompensation ~~the~~expense ~~sale~~of ~~and~~$6.2 ~~leaseback~~million ofrelated ~~our~~to ~~precious~~additional ~~metals~~equity ~~catalyst,~~based ~~interest~~award ~~expense~~grants ~~incurred~~and inthe ~~connection~~retirement ~~with~~of ~~our~~PBF ~~crude~~Energy's ~~and~~Executive ~~feedstock~~Chairman ~~supply~~partially ~~agreements~~offset ~~with~~by ~~Statoil,~~reduced ~~financing~~employee ~~costs~~related ~~associated~~expenses ~~with~~of ~~the~~$10.3 ~~Inventory~~million ~~Intermediation~~mainly ~~Agreements~~due ~~with~~to J.lower ~~Aron,~~incentive ~~letter~~compensation ofexpense. ~~credit~~Our ~~fees~~general ~~associated~~and ~~with~~administrative ~~the~~expenses ~~purchase~~are comprised of ~~certain~~the ~~crude oils~~personnel, facilities and ~~the~~other ~~amortization~~infrastructure ofcosts ~~deferred~~necessary ~~financing~~to ~~costs.~~support our refineries.

Loss (gain) on Sale of Assets— There was a loss of $3.2 million on sale of assets for the six months ended June 30, 2016 relating to the sale of railcars in the second quarter of 2016 as compared to a gain of $1.0 million for the six months ended June 30, 2015 which related to the sale of railcars which were subsequently leased back.

Depreciation and Amortization Expense— Depreciation and amortization expense totaled $103.2 million for the six months ended June 30, 2016 compared to $93.3 million for the six months ended June 30, 2015, an increase of $9.9 million. The increase was primarily a result of additional depreciation expense associated with the assets acquired in the Chalmette Acquisition and a general increase in our fixed asset base due to capital projects completed since the second quarter of 2015.

Change in Fair Value of Catalyst Leases— Change in the fair value of catalyst leases represented a loss of $4.6 million for the six months ended June 30, 2016 compared to a gain of $4.0 million for the six months ended June 30, 2015. These losses and gains relate to the change in value of the precious metals underlying the sale and leaseback of our refineries’ precious metals catalyst, which we are obligated to repurchase at fair market value on the lease termination dates.

Interest Expense, net— Interest expense totaled $64.6 million for the six months ended June 30, 2016 compared to $44.0 million for the six months ended June 30, 2015, an increase of approximately $20.6 million. This increase is mainly attributable to higher interest costs associated with the issuance of the 2023 Senior Secured Notes in November 2015 and increased interest expense related to the affiliate notes payable partially offset by lower letter of credit fees. Interest expense includes interest on long-term debt and notes payable, costs related to the sale and leaseback of our precious metals catalyst, financing costs associated with the A&R Inventory Intermediation Agreements with J. Aron, letter of credit fees associated with the purchase of certain crude oils, and the amortization of deferred financing costs.

Income Tax Expense— As PBF Holding is a limited liability company treated as a “flow-through” entity for income tax purposes our consolidated financial statements generally do not include a benefit or provision for income taxes for the six months ended June 30, 2016 apart from the income tax attributable to two subsidiaries acquired in connection with the acquisition of Chalmette Refining in the fourth quarter of 2015 and its wholly-owned Canadian subsidiary, PBF Energy Limited ("PBF Ltd."). The two subsidiaries acquired in connection with the Chalmette Acquisition are treated as C-Corporations for income tax purposes.

The two acquired subsidiaries incurred $1.2 million of current of income tax expense for the six months ended June 30, 2016. For the six months ended June 30, 2016, PBF Holding incurred a current tax benefit and deferred tax charge in its income statement of $0.1 million and $25.9 million, respectively, attributable to PBF Ltd.

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 ~~U.S.~~GAAP ("non-GAAP"). These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with ~~U.S.~~ GAAP, and our calculations thereof may not be comparable to similarly entitled measures reported by other companies.

Special Items

The non-GAAP measures presented include EBITDA excluding special items and gross refining margin excluding special items. The special items for the periods presented relate to an LCM adjustment. LCM is a GAAP guideline related to inventory valuation that requires inventory to be stated at the lower of cost or market. Our inventories are stated at the lower of cost or market. Cost is determined by the last-in, first-out ("LIFO") inventory valuation methodology, in which the most recently incurred costs are charged to cost of sales and inventories are valued at base layer acquisition costs. Market is determined based on an assessment of the current estimated replacement cost and net realizable selling price of the inventory. In periods where the market price of our inventory declines substantially, cost values of inventory may exceed market values. In such instances, we record an adjustment to write down the value of inventory to market value in accordance with GAAP. In subsequent periods, the value of inventory is reassessed and a LCM adjustment is recorded to reflect the net change in the LCM inventory reserve between the prior period and the current period. Although we believe that non-GAAP financial measures, excluding the impact of special items, provide useful supplemental information to investors regarding the results and performance of our business and allow for helpful period-over-period comparisons, such non-GAAP measures should only be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with GAAP.

Gross Refining Margin

Gross refining margin is defined as gross margin excluding ~~operating~~depreciation ~~expenses~~ and ~~depreciation~~operating expenses related to the refineries. We believe gross refining margin is an important measure of operating performance and provides useful information to investors because it is a ~~better~~helpful metric comparison ~~for~~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 less cost of sales) to industry refining margin benchmarks and crude oil prices as defined in the table below.

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

4349

	Three Months Ended September 30,
	Three Months Ended June 30,
	2014						2013
	2016						2015
	$			per barrel of throughput			$			per barrel of throughput
Reconciliation of gross margin to gross refining margin:
Gross margin	$	~~309~~251,~~107~~946		$	63.7896		$	~~(21~~287,~~580~~028	)	$	(06.5342	)
Add:
Add: Refinery operating expenses	271,539			4.27			192,150			4.30
Operating expenses	200,858			4.41			192,647			4.69
Add: Refinery depreciation expense	47,540			0.75			44,511			1.00
Refinery depreciation expense	64,386			1.41			24,116			0.59
Gross refining margin	$	571,025		$	8.98		$	523,689		$	11.72
Gross refining margin	$	574,351		$	12.60		$	195,183		$	4.75
Special items:
	Nine Months Ended September 30,
Add: Non-cash LCM inventory adjustment (1)	$	(157,780	)	$	(2.48	)	$	(105,958	)	$	(2.37	)
	2014						2013
Gross refining margin excluding special items	$	413,245		$	6.50		$	417,731		$	9.35
——————————
(1) During the three months ended June 30, 2016, the Company recorded an adjustment to value its inventories to the lower of cost or market which resulted in a net impact of $157.8 million reflecting the change in the lower of cost or market inventory reserve from $1,058.3 million at March 31, 2016 to $900.5 million at June 30, 2016. During the three months ended June 30, 2015, the Company recorded an adjustment to value its inventories to the lower of cost or market which resulted in a net impact of $106.0 million reflecting the change in the lower of cost or market inventory reserve from $668.9 million at March 31, 2015 to $562.9 million at June 30, 2015. The net impact of these LCM inventory adjustments are included in operating income, but are excluded from the operating results presented in the table in order to make such information comparable between periods.
	Six Months Ended June 30,
	2016						2015
	$			per barrel of throughput			$			per barrel of throughput
Reconciliation of gross margin to gross refining margin:
Gross margin	$	~~726~~256,~~749~~913		$	52.7109		$	~~266~~476,~~927~~531		$	25.1749
Add:
Add: Refinery operating expenses	568,178			4.63			425,527			4.90
Operating expenses	679,538			5.34			601,245			4.89
Add: Refinery depreciation expense	100,136			0.82			87,727			1.01
Refinery depreciation expense	125,294			0.99			72,071			0.59
Gross refining margin	$	925,227		$	7.54		$	989,785		$	11.40
Gross refining margin	$	1,531,581		$	12.04		$	940,243		$	7.65
Special items:
Add: Non-cash LCM inventory adjustment (1)	(216,843		)	(1.77		)	(127,166		)	(1.47		)
Gross refining margin excluding special items	$	708,384		$	5.77		$	862,619		$	9.93

44——————————

(1) During the six months ended June 30, 2016, the Company recorded an adjustment to value its inventories to the lower of cost or market which resulted in a net impact of $216.8 million reflecting the change in the lower of cost or market inventory reserve from $1,117.3 million at December 31, 2015 to $900.5 million at June 30, 2016. During the six months ended June 30, 2015, the Company recorded an adjustment to value its inventories to the lower of cost or market which resulted in a net impact of $127.2 million reflecting the change in the lower of cost or market inventory reserve from $690.1 million at December 31, 2014 to $562.9 million at June 30, 2015. The net impact of these LCM inventory adjustments are included in operating income, but are excluded from the operating results presented in the table in order to make such information comparable between periods.

EBITDA and Adjusted EBITDA

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

EBITDA and Adjusted EBITDA are not presentations made in accordance with GAAP and our computation of EBITDA and Adjusted EBITDA may vary from others in our industry. In addition, Adjusted EBITDA contains some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the agreements governing the ~~senior~~Senior ~~secured~~Secured ~~notes~~Notes and other credit facilities. EBITDA and Adjusted EBITDA should not be considered as alternatives to operating income (loss) or net income (loss) as measures of operating performance. In addition, EBITDA and Adjusted EBITDA are not presented as, and should not be considered, an alternative to cash flows from operations as a measure of liquidity. Adjusted EBITDA is defined as EBITDA before adjustments for items such as equity-based compensation expense, gains (losses) from certain derivative activities and contingent consideration, ~~and~~ 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 ~~its~~their usefulness as a comparative ~~measure~~measures. EBITDA and Adjusted EBITDA also ~~has~~have limitations as an analytical ~~tool~~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.

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Reconciliation of net income (loss) to EBITDA:
Net income	$	252,515		$	(76,230	)	$	538,783		$	119,034
Add: Depreciation and amortization expense	67,686			27,435			135,417			81,530
Add: Interest expense, net	24,031			26,363			75,704			69,712
EBITDA	$	344,232		$	(22,432	)	$	749,904		$	270,276
Reconciliation of EBITDA to Adjusted EBITDA:
EBITDA	$	344,232		$	(22,432	)	$	749,904		$	270,276
Stock based compensation	1,997			773			4,725			2,750
Non-cash change in fair value of catalyst lease obligations	(5,543		)	2,363			(1,204		)	(3,118		)
Non-cash change in fair value of inventory repurchase obligations	—			888			—			(12,985		)
Non-cash deferral of gross profit on finished product sales	—			(3,299		)	—			(31,329		)
Adjusted EBITDA	$	340,686		$	(21,707	)	$	753,425		$	225,594



	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015

Reconciliation of net income to EBITDA:
Net income	$	181,504		$	228,367		$	83,076		$	363,623
Add: Depreciation and amortization expense	48,919			47,015			103,212			93,274
Add: Interest expense, net	31,279			22,955			64,550			44,027
Add: Income tax expense	(5,277		)	—			26,996			—
EBITDA	$	256,425		$	298,337		$	277,834		$	500,924
Special Items:
Less: Non-cash LCM inventory adjustment (1)	(157,780		)	(105,958		)	(216,843		)	(127,166		)
EBITDA excluding special items	$	98,645		$	192,379		$	60,991		$	373,758

Reconciliation of EBITDA to Adjusted EBITDA:
EBITDA	$	256,425		$	298,337		$	277,834		$	500,924
Add: Stock based compensation	7,378			1,756			9,999			3,781
Add: Non-cash change in fair value of catalyst lease obligations	1,748			(1,949		)	4,633			(3,988		)
Less: Non-cash LCM inventory adjustment (1)	(157,780		)	(105,958		)	(216,843		)	(127,166		)
Adjusted EBITDA	$	107,771		$	192,186		$	75,623		$	373,551

______________

(1) During the three months ended June 30, 2016, the Company recorded an adjustment to value its inventories to the lower of cost or market which resulted in a net impact of $157.8 million reflecting the net change in the lower of cost or market inventory reserve from $1,058.3 million at March 31, 2016 to $900.5 million at June 30, 2016. During the three months ended June 30, 2015, the Company recorded an adjustment to value its inventories to the lower of cost or market which resulted in a net impact of $106.0 million reflecting the net change in the lower of cost or market inventory reserve from $668.9 million at March 31, 2015 to $562.9 million at June 30, 2015.

During the six months ended June 30, 2016, the Company recorded an adjustment to value its inventories to the lower of cost or market which resulted in a net impact of $216.8 million reflecting the net change in the lower of cost or market inventory reserve from $1,117.3 million at December 31, 2015 to $900.5 million at June 30, 2016. During the six months ended June 30, 2015 the Company recorded an adjustment to value its inventories to the lower of cost or market which resulted in a net impact of $127.2 million reflecting the net change in the lower of cost or market inventory reserve from $690.1 million at December 31, 2014 to $562.9 million at June 30, 2015.

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are our cash flows from operations and borrowing availability under our credit facilities, as more fully described below. We believe that our cash flows from operations and available capital resources will be sufficient to meet our and our subsidiaries' capital ~~expenditure~~expenditures, working capital, distribution payments and debt service requirements for the next twelve months. ~~However~~On July 1, ~~our~~2016, ~~ability~~we toclosed ~~generate~~the ~~sufficient~~Torrance Acquisition with a combination of cash ~~flow~~on ~~from~~hand ~~operations~~including ~~depends,~~proceeds infrom ~~part,~~PBF onEnergy's ~~petroleum~~October ~~market~~2015 ~~pricing~~Equity Offering and ~~general~~the ~~economic,~~2023 ~~political~~Senior ~~and~~Secured ~~other~~Notes ~~factors~~offering ~~beyond~~and borrowings under our ~~control~~Revolving Loan. WeHowever, ~~are~~our inability ~~compliance~~to ~~with~~generate ~~all~~sufficient ofcash ~~the~~flow ~~covenants,~~from ~~including~~operations ~~financial~~depends, ~~covenants~~in part, ~~for~~on ~~all~~petroleum ofmarket ~~our~~pricing ~~debt~~and ~~agreements.~~general

economic, political and other factors beyond our control. We are in compliance with all of the covenants, including financial covenants, for all of our debt agreements.

Cash Flow Analysis

Cash Flows from Operating Activities

Net cash provided by operating activities was $~~388~~147.18 million for the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2016 compared to net cash provided by operating activities of $~~162~~295.73 million for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2015. Our operating cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2016 included our net income of $~~538~~83.81 million, plus net non-cash charges relating to depreciation and amortization of $~~140~~107.9 million, ~~pension~~change ~~and~~in ~~other~~the ~~post~~fair ~~retirement~~value ~~benefits~~of ~~costs~~our inventory repurchase obligations of $1626.52 million, ~~and~~deferred ~~equity-based~~income ~~compensation~~taxes of $427.71 million, ~~partially~~pension ~~offset~~and byother ~~the~~post ~~change~~retirement inbenefits ~~the~~costs ~~fair value~~ of ~~our inventory repurchase obligations of~~ $3115.64 million, ~~changes~~a change in the fair value of our catalyst lease of $14.26 million and ~~gain~~equity-based compensation of $10.0 million and loss on sale of assets of $03.2 million, partially offset by a net non-cash benefit of $216.8 million relating to a LCM adjustment. In addition, net changes in working capital reflected ~~uses~~sources of cash of $~~279~~87.82 million driven by the timing of inventory purchases, payments for accrued expenses and accounts payable and collections of accounts receivables. Our operating cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2015 included our net income of $~~119~~363.06 million, plus net non-cash charges relating to the change in the fair value of our inventory repurchase obligations of $89.2 million, depreciation and amortization of $8697.4 million, pension and other post retirement benefits costs of $12.79 million, and stock-based compensation of $3.8 million, partially offset by a net non-cash benefit of $127.2 million relating to a LCM inventory adjustment, changes in the fair value of our catalyst lease obligations of $4.0 million and gain on sale of assets of $1.0 million. In addition, net changes in working capital reflected uses of cash of $139.4 million driven by the timing of inventory purchases, payments for accrued expenses and collections of accounts receivables.

$2.8 million, partially offset by net cash used in working capital of $41.6 million, the change in the fair value of our inventory repurchase obligations of $13.4 million and changes in the fair value of our catalyst lease obligations of $3.1 million.

Cash Flows from Investing Activities

Net cash used in investing activities was $~~251~~233.08 million for the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2016 compared to net cash used in investing activities of $~~197~~114.53 million for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2015. The net cash flows used in investing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2016 was comprised of capital expenditures totaling $~~253~~110.50 million, expenditures for refinery turnarounds of $58106.46 million, ~~and~~ expenditures for other assets of $1321.43 million and a final net working capital settlement of $2.7 million associated with the acquisition of the Chalmette refinery, partially offset by $746.39 million inof proceeds from ~~the~~ sale of ~~railcars~~assets. Net cash used in investing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2015 ~~consisted~~was ~~primarily~~comprised of ~~the~~ capital expenditures totaling $~~201~~224.90 million, expenditures for refinery turnarounds of $1522.9 million and expenditures for other assets of $105.64 million, partially offset by $30138.81 million in proceeds from the sale of railcars.

Cash Flows from Financing Activities

Net cash provided by financing activities was $~~146~~481.35 million for the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2016 compared to net cash ~~used~~provided inby financing activities of $~~162~~36.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2015. For the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2016, net cash provided by financing activities consisted primarily of ~~$328.7~~proceeds ~~million~~from ofthe ~~members'~~Revolving ~~capital~~Loan ~~contributions,~~of $90550.80 million ofand ~~proceeds~~a ~~from~~net ~~intercompany~~increase ~~notes~~of ~~payable, and~~ $350.91 million ofin ~~net~~ proceeds from ~~the~~affiliate ~~PBF~~notes ~~Rail~~payable ~~Logistics Company LLC revolving debt facility. This was~~ partially offset by ~~distributions to PBF LLC of~~ $~~283~~61.7 million, ~~net revolver repayments~~ of ~~$15.0~~distributions ~~million~~to ~~and $10~~members.4 ~~million of deferred financing and other costs.~~ For the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2015, net cash ~~used~~provided inby financing activities consisted ofprimarily ~~distributions to PBF LLC~~ of $~~186~~30.70 million, ~~payment~~ of ~~contingent~~proceeds ~~consideration~~from ~~related~~affiliate tonotes ~~the~~payable ~~acquisition~~and ~~of the Toledo refinery of~~ $216.31 million ~~and deferred financing and other costs~~ of ~~$0.7 million, partially offset by~~ net ~~cash received from revolver borrowings of $15.0 million and~~ proceeds from ~~intercompany~~the ~~notes~~Rail ~~payables of $31~~Facility.~~6 million.~~

Credit Facilities

Revolving Loan

On August 15, 2014, we amended and restated the terms of our Second Amended and Restated Revolving Credit Agreement ("Revolving Loan") to further increase the maximum availability under our facility from $1.6 billion to $2.5 billion. Borrowings under the Revolving Loan bear interest either at the Alternative Base Rate plus the Applicable Margin or at the Adjusted LIBOR rate plus the Applicable Margin, all as defined in the agreement. The Applicable Margin ranges from 1.50% to 2.25% for Adjusted LIBOR Rate Loans and from 0.50% to 1.25% for Alternative Base Rate Loans, depending on the Company's debt rating. The Revolving Loan's maturity has been extended to August 2019 and the sublimit for letters of credit has been increased from $1.0 billion to $1.5 billion. In addition, an accordion feature allows for commitments of up to $2.75 billion. The commitment fees on the unused portions, the interest rate on advances and the fees for letters of credit have also been reduced under the Revolving Loan. The Revolving Loan is available to be used for working capital and other general corporate purposes.

Rail Facility Revolving Credit Facility

The amount available to be advanced under the Rail Facility equals 70.0% of the lesser of the aggregate Appraised Value of the Eligible Railcars, or the aggregate Purchase Price of such Eligible Railcars, as these terms are defined in the credit agreement. On the first anniversary of the closing, the advance rate adjusts automatically to 65.0%. The Rail Facility matures on March 31, 2016 and all outstanding advances must be repaid at that time. At any time prior to maturity PBF Rail may repay and re-borrow any advances without premium or penalty.

At September 30, 2014, there was $35.9 million outstanding under the Rail Facility.

Crude Oil Acquisition Agreement Termination

Effective July 31, 2014, PBF Holding terminated the Amended and Restated Crude Oil Acquisition Agreement, dated as of March 1, 2012 as amended (the "Crude Oil Acquisition Agreement") with Morgan Stanley Capital Group Inc. (“MSCG”). Under the terms of the Crude Oil Acquisition Agreement, we previously acquired substantially all of our crude oil for our subsidiary's Toledo refinery from MSCG through delivery at various interstate pipeline locations. No early termination penalties were incurred by us as a result of the termination. We began sourcing our own crude oil needs for Toledo upon termination.

Working Capital

Working capital for PBF Holding at September 30, 2014 was $1,101.5 million, consisting of $2,877.7 million in total current assets and $1,776.2 million in total current liabilities. Working capital at December 31, 2013 was $542.0 million, consisting of $2,175.0 million in total current assets and $1,633.0 million in total current liabilities.

Liquidity

As of ~~September~~June 30, ~~2014~~2016, our total liquidity was approximately $1,~~021~~765.48 million, compared to total liquidity of approximately $~~615~~1,514.95 million as of December 31, ~~2013~~2015. Total liquidity is the sum of our cash and cash equivalents plus the amount of availability under the Revolving Loan.

In addition, PBF ~~Energy~~Holding ~~has~~had borrowing capacity of $~~214~~39.15 million and $82.5 million under the Rail Facility to fund the acquisition byof ~~PBF~~Eligible ~~Rail~~Railcars as of ~~Eligible~~June 30, ~~Railcars~~2016 and December 31, 2015.

Working Capital

Working capital for PBF Holding at June 30, 2016 was $1,584.3 million, consisting of $3,318.1 million in total current assets and $1,733.9 million in total current liabilities. Working capital at December 31, 2015 was $1,120.6 million, consisting of $2,580.9 million in total current assets and $1,460.3 million in total current liabilities. As of June 30, 2016, our Cash and cash equivalents included $998.5 million of cash held in an escrow account for

the Torrance Acquisition which was partially funded by borrowings under our Revolving Loan which are not included in current liabilities.

Capital Spending

Net capital spending was $~~251~~233.08 million for the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2016, which primarily included turnaround costs, safety related enhancements, ~~and~~ facility improvements at the ~~refinery~~refineries and the ~~expansion~~final ofworking ~~the~~capital ~~rail~~settlement ~~unloading~~associated ~~facility~~with atthe ~~our~~Chalmette ~~Delaware City refinery~~Acquisition. We currently expect to spend an aggregate of approximately between $~~325~~500.0 to $525.0 million in net capital expenditures during ~~2014~~2016 for facility improvements and refinery maintenance and turnarounds. Included in our projected capital expenditures are costs related to the expected approximately 40-day plant-wide turnaround at our Toledo refinery expected to be completed in the fourth quarter of 2014.

As noted in “Business Developments”, on July 1, 2016 we acquired the Torrance refinery, and related logistic assets. The purchase price for the Torrance Acquisition was $537.5 million in cash, plus preliminary working capital of $460.9, which is subject to final valuation within ninety days of closing. The transaction was financed through a combination of cash on hand including proceeds from PBF Energy's October 2015 Equity Offering and the 2023 Senior Secured Notes offering and borrowings under the Company's existing Revolving Loan.

Crude and Feedstock Supply Agreements

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

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

Inventory Intermediation Agreements

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

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

At June 30, 2016, the LIFO value of intermediates and finished products owned by J. Aron included within inventory on our balance sheet was $371.0 million. We accrue a corresponding liability for such intermediates and finished products.

Off-Balance Sheet Arrangements and Contractual Obligations and Commitments

We have no off-balance sheet arrangements as of ~~September~~June 30, ~~2014~~2016, other than outstanding letters of credit in the amount of approximately $~~761~~420.59 million and operating leases.

On March 28, 2014, we sold 264 of our owned crude railcars and concurrently entered into a lease agreement for the same railcars. The lease agreement has six-year terms for the railcars. We received a cash payment for the railcars of approximately $37.8 million and expect to make payments totaling $22.1 million over the term of the lease for these railcars.

On September 26, 2014, we sold an additional 253 of our owned crude railcars and concurrently entered into a lease agreement for the same railcars. The lease agreements for the railcars have varying terms from five to six years. We received a cash payment for the railcars of approximately $36.6 million and expect to make payments totaling $21.3 million over the term of the lease for these railcars.

During the nine months ended September 30, 2014, we entered into additional railcar leases with terms of up to 10 years. We expect to make lease payments of $84.7 million over the remaining term of these additional agreements.

Distribution Policy

~~With~~On ~~respect~~July to29, ~~distributions~~2016 ~~paid~~the ~~during~~Board ~~the~~of ~~nine~~Directors ~~months~~of ~~ended~~PBF ~~September~~ Energy declared a dividend of $0.30 per share on outstanding Class A common stock. The dividend is payable on August 23, ~~2014~~2016 to Class A common stockholders of record at the close of business on August 9, 2016. PBF Holding ~~paid~~intends, if necessary, to make a distribution of $~~283~~30.78 million to PBF LLC, which in turn will make pro-rata distributions of $0.30 per unit to ~~PBF~~its ~~LLC.~~members, including

4854

~~On October 29, 2014, the Board of Directors of~~ PBF Energy ~~declared a dividend of $0~~.30 ~~per share on outstanding Class A common stock. The dividend is payable on November 25, 2014 to Class A common stockholders of record at the close of business on November 10, 2014.~~ PBF ~~Holding intends to make a distribution of $27.8 million to PBF LLC, which in turn will make pro-rata distributions of $0.30 per unit to its members, including PBF~~ Energy~~. PBF~~ ~~Energy~~ will then use this distribution to fund the dividend payments to the ~~shareholders~~stockholders of PBF Energy.

As of ~~September~~June 30, ~~2014~~2016, we had $1,~~021~~765.48 million of unused borrowing availability, which includes our cash and cash equivalents of $~~360~~1,310.32 million, under ~~our~~the Revolving Loan to fund our operations, if necessary. Accordingly, as of ~~September~~June 30, ~~2014~~2016, there was sufficient cash and cash equivalents and borrowing capacity under our credit facilities available to make distributions to PBF LLC, in order for PBF LLC to make pro rata distributions to its members, including PBF Energy, necessary to fund in excess of one year’s cash dividend payments by PBF Energy.

AsSince, ofas ~~September 30,~~described ~~2014~~above, there was sufficient cash and cash equivalents and borrowing capacity ~~under~~as ~~our~~of ~~credit facilities available to PBF Holding to make distributions to PBF LLC~~June 30, ~~in order for PBF LLC to make pro rata distributions to its members~~2016, ~~including~~we ~~PBF Energy, necessary to fund in excess of one year’s cash dividend payments by PBF Energy. PBF Holding~~ would have been permitted under ~~its~~our debt agreements to make these distributions; however, ~~its~~our ability to continue to comply with ~~its~~our debt covenants is, to a significant degree, subject to ~~its~~our operating results, which are dependent on a number of factors outside of our control. We believe our and our subsidiaries' available cash and cash equivalents, other sources of liquidity to operate our business and operating performance provides us with a reasonable basis for our assessment that we can support ~~our~~PBF Energy's intended ~~dividend and~~ distribution policy.

Iran Sanctions Compliance Disclosure

Under the Iran Threat Reduction and Syrian Human Rights Act of 2012 ("ITRA"), which added Section 13(r) of the Exchange Act, we are required to include certain disclosures in our periodic reports if we or any of our “affiliates” knowingly engaged in certain specified activities during the period covered by the report. Because the SEC defines the term “affiliate” broadly, it may include any entity controlled by us as well as any person or entity that controls us or is under common control with us (“control” is also construed broadly by the SEC). Neither we nor any of our controlled affiliates or subsidiaries have knowingly engaged in any transaction or dealing reportable under Section 13(r) of the Exchange Act during the reporting period.

Funds affiliated with The Blackstone Group L.P. (“Blackstone”) are holders of approximately 3.5% of the outstanding voting interests of PBF Energy and had nominated former directors on PBF Energy's Board of Directors. Accordingly, Blackstone may have been deemed an “affiliate” of PBF Energy, as that term is defined in Exchange Act Rule 12b-2. We received notice from Blackstone that it has included the disclosures described below in its SEC filings pursuant to ITRA regarding one of its portfolio companies that may be deemed to be affiliates of Blackstone. Because of the broad definition of “affiliate” in Exchange Act Rule 12b-2, these portfolio companies of Blackstone, through Blackstone's ownership of PBF Energy, may also have been deemed to be affiliates of ours. We have not independently verified the disclosures described in the following paragraphs.

We have received notice from Blackstone that Travelport Limited ("Travelport"), as part of their global business in the travel industry, provide certain passenger travel-related GDS and Technology Services to Iran Air and certain Technology Services to Iran Air Tours. All of these services are either exempt from applicable sanctions prohibitions pursuant to a statutory exemption permitting transactions ordinarily incident to travel or, to the extent not otherwise exempt, specifically licensed by the U.S. Office of Foreign Assets Control. Subject to any changes in the exempt/licensed status of such activities, Travelport intends to continue these business activities, which are directly related to and promote the arrangement of travel for individuals.

Item 3. Qua

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