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: SeptemberJune 30, 20172023
Or
or
¨☐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: 001-35764

PBF ENERGY INC.
(Exact name of registrant as specified in its charter)
Delaware45-3763855
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
DELAWARE
45-3763855
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
One Sylvan Way, Second Floor
Parsippany, New Jersey		07054
ParsippanyNew Jersey07054
(Address of principal executive offices)(Zip Code)
(973) 455-7500
(Registrant’s telephone number, including area code)



Securities registered pursuant to Section 12(b) of the Act.
Title of each classTrading SymbolName of each exchange on which registered
Common Stockpar value $.001PBFNew York Stock Exchange
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. Yes [x] No [ ]
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). Yes [x] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☑Accelerated filer ☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐
Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ]☐ No [x]☑
As of October 31, 2017,July 28, 2023, PBF Energy Inc. had outstanding 110,036,773123,595,257 shares of Class A common stock and 2713 shares of Class B common stock.
stock outstanding.





PBF ENERGY INC.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBERJUNE 30, 20172023
TABLE OF CONTENTS



CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
3
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
PART I – FINANCIAL INFORMATION
ITEM 1.
56
67
78
9
811
1013
ITEM 2.
4236
ITEM 3.
6965
ITEM 4.
7167
ITEM 1.
7268
ITEM 1A.
71
ITEM 2.
7573
ITEM 6.5.
7674
ITEM 6.
75
7776


EXPLANATORY NOTE

This Quarterly Report on Form 10-Q is filed by PBF Energy Inc. (“PBF Energy”) which is a holding company whose primary asset is an equity interest in PBF Energy Company LLC (“PBF LLC”). PBF Energy is the sole managing member of, and owner of an equity interest representing approximately 96.6%99.3% of the outstanding economic interests in PBF LLC as of SeptemberJune 30, 2017.2023. PBF Energy operates and controls all of the business and affairs and consolidates the financial results of PBF LLC and its subsidiaries. PBF LLC is a holding company for the companies that directly and indirectly own and operate our business. PBF Holding Company LLC (“PBF Holding”) is a wholly-owned subsidiary of PBF LLC and is the parent company for our refining operations. PBF Finance Corporation (“PBF Finance”) is a wholly-owned subsidiary of PBF Holding. As of September 30, 2017, PBF LLC also holds a 44.1% limited partner interest, a non-economic general partner interest and all of the incentive distribution rights in PBF Logistics LP (“PBFX” or the “Partnership”), a publicly traded master limited partnership. is an indirect wholly-owned subsidiary of PBF Energy through its ownership ofand PBF LLC consolidates the financial results of PBFXthat owns and its subsidiaries and records a noncontrolling interest in its consolidated financial statements representing the economic interests of PBFX’s unit holders other than PBF LLC.operates logistics assets that support our refining operations. Collectively, PBF Energy and its consolidated subsidiaries, including PBF LLC, PBF Holding, and PBFX are referred to hereinafter as the “Company” unless the context otherwise requires.

2



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 (“PSLRA”), 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 strategies, objectives, intentions, resources and expectations regarding future industry trends are forward-looking statements made under the safe harbor provisions of the PSLRA except to the extent such statements relate to the operations of a partnership or limited liability company. 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 uponon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results.
Important factors that could cause actual results to differ materially from our expectations, which we refer to as “cautionary statements,” are disclosed under “Management's Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Form 10-Q, and the Annual Report on Form 10-K for the year ended December 31, 20162022 of PBF Energy, Inc., which we refer to as our 20162022 Annual Report on Form 10-K, and in our other filings with the SEC.U.S. Securities and Exchange Commission (“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 or crude oil, including volatility in commodity prices;prices or constraints arising from federal, state or local governmental actions or environmental and/or social activists that reduce crude oil production or availability in the regions in which we operate our pipelines and facilities;
•rate of inflation and its impacts on supply and demand, pricing, and supply chain disruption;
•the effects related to, or resulting from, Russia's military action in Ukraine, including the imposition of competitionadditional sanctions and export controls, as well as the broader impacts to financial markets and the global macroeconomic and geopolitical environment;
•the effectiveness of our crude oil sourcing strategies, including our crude by rail strategy and related commitments;
•our obligation to buy Renewable Identification Numbers (“RINs”) and market risks related to the volatility in our markets;the price of RINs required to comply with the Renewable Fuel Standard (“RFS”) and greenhouse gas (“GHG”) emission credits required to comply with various GHG emission programs, such as Assembly Bill 32 (“AB 32”);
•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 expectations with respect to our capital spending and turnaround projects;
3

•our supplythe impact of current and inventory intermediation arrangements exposefuture laws, rulings and governmental regulations, including restrictions on the exploration and/or production of crude oil in the state of California, the implementation of rules and regulations regarding transportation of crude oil by rail or in response to the potential impacts of climate change, decarbonization and future energy transition;
•adverse impacts related to legislation by the federal government lifting the restrictions on exporting U.S. crude oil or subjecting us to counterparty credittrade and performance risk;sanctions laws, which change frequently as a result of foreign policy developments, and which may necessitate changes to our crude oil acquisition activities;
•terminationour ability to target and execute expense reduction measures and achieve opportunities to improve our liquidity, including continued repurchases of our A&R Intermediation Agreements with J. Aron, which could have a material adverse effectoutstanding debt securities or otherwise further reducing our debt, and/or potential sales of non-operating assets or other real property;
•political pressure and influence of environmental groups and other stakeholders on our liquidity, as we would be requireddecisions and policies related to finance our intermediatethe refining and processing of crude oil and refined products, inventory coveredand the related adverse impacts from changes in our regulatory environment, such as the effects of compliance with AB 32, or from actions taken by environmental interest groups;
•the agreements. Additionally,risk of cyber-attacks;
•our increased dependence on technology;
•the effects of competition in our markets;
•the possibility that we might reduce or not pay dividends in the future;
•the inability of our subsidiaries to freely make distributions to us;
•our ability to make acquisitions or investments, including in renewable diesel production, and to realize the benefits from such acquisitions or investments;
•our ability to successfully manage the operations of our 50-50 equity method investment, St. Bernard Renewables LLC (“SBR”), which owns the biorefinery co-located with our Chalmette refinery in Louisiana (the “Renewable Diesel Facility”), together with our partner, Eni Sustainable Mobility US Inc., a subsidiary of Eni SpA (“Eni”);
•the possibility that the expected synergies and value creation from the Merger Transaction (as defined in “Factors Affecting Comparability Between Periods”) will not be realized, or will not be realized within the expected time period;
•liabilities arising from recent acquisitions or investments, that are obligatedunforeseen or exceed our expectations;
•our expectations and timing with respect to repurchase from J. Aron certain intermediatesour acquisition and finished products located atinvestment activity and whether such acquisitions and investments are accretive or dilutive to shareholders;
•adverse developments in our relationship with both our key employees and unionized employees;
•our indebtedness, including the Paulsboroimpact of potential downgrades to our corporate credit rating and/or unsecured notes;
•changes in currency exchange rates, interest rates and Delaware City refineries’ storage tanks upon termination of these agreements;capital costs;
•restrictive covenants in our indebtedness that may adversely affect our operational flexibility;
•counterparty credit and performance risk exposure related to our supply and any inventory intermediation arrangements;
4

•payments by PBF Energy to the current and former holders of PBF LLC Series A Units and PBF LLC Series B Units under ourPBF Energy’s tax receivable agreement entered with the PBF LLC Series A and PBF LLC Series B unitholders (the “Tax Receivable Agreement”) for certain tax benefits we may claim;
•our assumptions regarding payments arising under PBF Energy’s tax receivable agreementTax Receivable Agreement and other arrangements relating to our organizational structure are subject to change due to various factors, including, among other factors, the timing of exchanges of PBF LLC Series A Units for shares of ourPBF Energy Class A common


stock as contemplated by the tax receivable agreement,Tax Receivable Agreement, the price of ourPBF Energy Class A common stock at the time of such exchanges, the extent to which such exchanges are taxable, and the amount and timing of our income; and
•our expectations and timing with respect to our acquisition activity and whether such acquisitions are accretive or dilutive to shareholders;
•our expectations with respect to our capital improvement and turnaround projects;
•the status of an air permit to transfer crude through the Delaware City refinery’s dock;
•the impact of disruptions to crude or feedstock supply to any of our refineries including disruptions due to problems at PBFX or with third partythird-party logistics infrastructure or operations, including pipeline, marine and rail transportation;
•the possibility that we might reduce or not make further dividend payments;
•the inability of our subsidiaries to freely pay dividends or make distributions to us;
•the impact of current and future laws, rulings and governmental regulations, including the implementation of rules and regulations regarding transportation of crude oil by rail;
•the effectiveness of our crude oil sourcing strategies, including our crude by rail strategy and related commitments;
•adverse impacts related to legislation by the federal government lifting the restrictions on exporting U.S. crude oil;
•adverse impacts from changes in our regulatory environment, such as the effects of compliance with the California Global Warming Solutions Act (also referred to as “AB32”), or from actions taken by environmental interest groups;
•market risks related to the volatility in the price of Renewable Identification Numbers (“RINs”) required to comply with the Renewable Fuel Standards and greenhouse gas (“GHG”) emission credits required to comply with various GHG emission programs, such as AB32;
•our ability to successfully integrate the completed acquisition of the Torrance refinery and related logistics assets (collectively, the “Torrance Acquisition”) into our business and realize the benefits from such acquisition;
•liabilities arising from the Torrance Acquisition that are unforeseen or exceed our expectations;
•risk associated with the operation of PBFX as a separate, publicly-traded entity;
•potential tax consequences related to our investment in PBFX; and
•any decisions we continue to make with respect to our energy-related logistical assets that may be transferred to PBFX.transportation.
We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Quarterly Report on Form 10-Q may not in fact occur. Accordingly, investors should not place undue reliance on those statements.
Our forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by applicable law, including the securities laws of the United States, we do not intend to update or revise any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing.


5

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements

PBF ENERGY INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands,millions, except share and per share data)
June 30,
2023		December 31,
2022
ASSETS
Current assets:
Cash and cash equivalents$1,516.9 $2,203.6 
Accounts receivable1,368.6 1,456.3 
4,2,832.3 2,763.6 
Prepaid and other current assets586.9 122.8 
Total current assets6,304.7 6,546.3 
Property, plant and equipment, net4,908.5 5,361.0 
Equity method investment in SBR927.5 — 
Lease right of use assets792.6 679.1 
Deferred charges and other assets, net1,100.9 962.7 
Total assets$14,034.2 $13,549.1 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$635.3 $854.6 
Accrued expenses3,409.8 3,720.8 
Payable pursuant to Tax Receivable Agreement61.1 — 
Deferred revenue75.4 40.6 
Current operating lease liabilities120.8 60.5 
Current debt— 524.2 
Total current liabilities4,302.4 5,200.7 
Long-term debt1,441.5 1,434.9 
Payable pursuant to Tax Receivable Agreement277.5 338.6 
Deferred tax liabilities847.1 535.4 
Long-term operating lease liabilities614.0 552.7 
Long-term financing lease liabilities52.1 57.9 
Other long-term liabilities316.3 372.9 
Total liabilities7,850.9 8,493.1 
Commitments and contingencies (Note 7)
Equity:
PBF Energy Inc. equity
Class A common stock, $0.001 par value, 1,000,000,000 shares authorized, 124,002,726 shares outstanding at June 30, 2023, 129,639,307 shares outstanding at December 31, 20220.1 0.1 
Class B common stock, $0.001 par value, 1,000,000 shares authorized, 13 shares outstanding at June 30, 2023, 13 shares outstanding at December 31, 2022— — 
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares outstanding at June 30, 2023 and December 31, 2022— — 
Treasury stock, at cost, 17,679,441 shares outstanding at June 30, 2023 and 10,937,916 shares outstanding at December 31, 2022(597.9)(327.0)
Additional paid in capital3,237.0 3,201.6 
Retained earnings3,407.2 2,056.0 
Accumulated other comprehensive loss(1.5)(1.5)
Total PBF Energy Inc. equity6,044.9 4,929.2 
Noncontrolling interest138.4 126.8 
Total equity6,183.3 5,056.0 
Total liabilities and equity$14,034.2 $13,549.1 
See notes to condensed consolidated financial statements.
6
 September 30,
2017		 December 31,
2016
ASSETS   
Current assets:   
Cash and cash equivalents (PBFX: $39,420 and $64,221, respectively)
$300,891
 $746,274
Accounts receivable776,013
 620,175
Inventories2,310,692
 1,863,560
Marketable securities - current (PBFX: $0 and $40,024, respectively)—
 40,024
Prepaid expense and other current assets58,277
 137,222
Total current assets3,445,873
 3,407,255
Property, plant and equipment, net (PBFX: $675,793 and $608,802, respectively)
3,480,922
 3,328,770
Deferred tax assets268,622
 379,306
Deferred charges and other assets, net804,040
 506,596
Total assets$7,999,457
 $7,621,927
LIABILITIES AND EQUITY   
Current liabilities:   
Accounts payable$447,623
 $535,907
Accrued expenses1,833,555
 1,467,684
Deferred revenue4,287
 13,292
Notes payable6,831
 —
Current portion of long-term debt (PBFX: $0 and $39,664, respectively)—
 39,664
Total current liabilities2,292,296
 2,056,547
Long-term debt (PBFX: $533,136 and $532,011, respectively)2,158,337
 2,108,570
Payable to related parties pursuant to tax receivable agreement610,827
 611,392
Deferred tax liabilities46,340
 45,699
Other long-term liabilities216,295
 229,035
Total liabilities5,324,095
 5,051,243
Commitments and contingencies (Note 10)
 
Equity:   
Class A common stock, $0.001 par value, 1,000,000,000 shares authorized, 109,747,548 shares outstanding at September 30, 2017, 109,204,047 shares outstanding at December 31, 201694
 94
Class B common stock, $0.001 par value, 1,000,000 shares authorized, 27 shares outstanding at September 30, 2017, 28 shares outstanding at December 31, 2016—
 —
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares outstanding at September 30, 2017 and December 31, 2016—
 —
Treasury stock, at cost, 6,104,609 shares outstanding at September 30, 2017 and 6,087,963 shares outstanding at December 31, 2016(151,547) (151,547)
Additional paid in capital2,259,338
 2,245,788
Retained earnings/(Accumulated deficit)27,952
 (44,852)
Accumulated other comprehensive loss(23,539) (24,439)
Total PBF Energy Inc. equity2,112,298
 2,025,044
Noncontrolling interest563,064
 545,640
Total equity2,675,362
 2,570,684
Total liabilities and equity$7,999,457
 $7,621,927



PBF ENERGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands,millions, except share and per share data)

Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Revenues$9,157.6 $14,077.7 $18,452.6 $23,219.4 
Cost and expenses:
Cost of products and other7,908.0 11,380.5 15,703.3 19,586.7 
Operating expenses (excluding depreciation and amortization expense as reflected below)597.0 637.6 1,378.4 1,258.0 
Depreciation and amortization expense142.2 120.1 284.1 238.4 
Cost of sales8,647.2 12,138.2 17,365.8 21,083.1 
General and administrative expenses (excluding depreciation and amortization expense as reflected below)104.2 153.2 164.2 206.7 
Depreciation and amortization expense2.3 1.9 4.2 3.8 
Change in fair value of contingent consideration, net(16.6)77.6 (32.9)127.9 
Gain on formation of SBR equity method investment(968.9)— (968.9)— 
Loss (gain) on sale of assets0.2 0.2 (1.4)0.3 
Total cost and expenses7,768.4 12,371.1 16,531.0 21,421.8 
Income from operations1,389.2 1,706.6 1,921.6 1,797.6 
Other income (expense):
Interest expense, net(13.8)(85.5)(32.5)(163.9)
Change in Tax Receivable Agreement liability— (267.2)— (286.5)
Change in fair value of catalyst obligations0.5 7.2 1.2 2.3 
Gain on extinguishment of debt— 3.8 — 3.8 
Other non-service components of net periodic benefit cost0.1 2.2 0.4 4.4 
Other income2.3 — — — 
Income before income taxes1,378.3 1,367.1 1,890.7 1,357.7 
Income tax expense347.9 131.3 474.4 125.2 
Net income1,030.4 1,235.8 1,416.3 1,232.5 
Less: net income attributable to noncontrolling interests10.0 32.1 13.8 49.9 
Net income attributable to PBF Energy Inc. stockholders$1,020.4 $1,203.7 $1,402.5 $1,182.6 
Weighted-average shares of Class A common stock outstanding
Basic125,288,452 121,268,354 127,028,449 120,886,059 
Diluted130,446,002 125,658,046 132,428,607 124,411,545 
Net income available to Class A common stock per share:
Basic$8.14 $9.93 $11.04 $9.78 
Diluted$7.88 $9.65 $10.67 $9.58 

See notes to condensed consolidated financial statements.
7
 Three Months Ended 
 September 30,		 Nine Months Ended 
 September 30,
 2017 2016 2017 2016
Revenues$5,478,951
 $4,513,204
 $15,250,649
 $11,171,856

       
Cost and expenses:       
Cost of products and other4,352,061
 3,862,580
 13,154,521
 9,524,119
Operating expenses (excluding depreciation and amortization expense as reflected below)402,910
 412,699
 1,267,136
 989,296
Depreciation and amortization expense75,948
 54,694
 197,800
 158,612
Cost of sales4,830,919
 4,329,973
 14,619,457
 10,672,027
General and administrative expenses (excluding depreciation and amortization expense as reflected below)58,275
 44,020
 143,195
 124,975
Depreciation and amortization expense2,572
 1,342
 10,355
 4,417
Loss on sale of assets28
 8,159
 940
 11,381
Total cost and expenses4,891,794
 4,383,494
 14,773,947
 10,812,800
        
Income from operations587,157
 129,710
 476,702
 359,056
        
Other income (expenses):       
Change in tax receivable agreement liability565
 (3,143) 565
 (3,143)
Change in fair value of catalyst leases473
 77
 (1,011) (4,556)
Debt extinguishment costs—
 —
 (25,451) —
Interest expense, net(36,990) (38,527) (114,871) (111,994)
Income before income taxes551,205
 88,117
 335,934
 239,363
Income tax expense203,979
 31,673
 112,889
 85,607
Net income347,226
 56,444
 223,045
 153,756
Less: net income attributable to noncontrolling interests32,861
 14,333
 49,420
 37,503
Net income attributable to PBF Energy Inc. stockholders$314,365
 $42,111
 $173,625
 $116,253
        
Weighted-average shares of Class A common stock outstanding       
Basic109,724,595
 97,825,357
 109,634,921
 97,823,708
Diluted113,882,240
 103,135,799
 113,791,542
 103,210,917
Net income available to Class A common stock per share:       
Basic$2.86
 $0.43
 $1.58
 $1.19
Diluted$2.85
 $0.43
 $1.57
 $1.19
        
Dividends per common share$0.30
 $0.30
 $0.90
 $0.90




PBF ENERGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited, in thousands)millions)


Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net income$1,030.4 $1,235.8 $1,416.3 $1,232.5 
Other comprehensive income (loss):
Unrealized loss on available for sale securities(0.5)(0.6)(0.1)(1.7)
Net gain on pension and other post-retirement benefits0.1 — 0.1 0.1 
Total other comprehensive income (loss)(0.4)(0.6)— (1.6)
Comprehensive income1,030.0 1,235.2 1,416.3 1,230.9 
Less: comprehensive income attributable to noncontrolling interests10.0 32.1 13.8 49.9 
Comprehensive income attributable to PBF Energy Inc. stockholders$1,020.0 $1,203.1 $1,402.5 $1,181.0 

See notes to condensed consolidated financial statements.
8
 Three Months Ended 
 September 30,		 Nine Months Ended 
 September 30,
 2017 2016 2017 2016
Net income$347,226
 $56,444
 $223,045
 $153,756
Other comprehensive income:    
 
Unrealized (loss) gain on available for sale securities(1) (76) 69
 329
Net gain on pension and other post-retirement benefits288
 502
 862
 1,134
Total other comprehensive income287
 426
 931
 1,463
Comprehensive income347,513
 56,870
 223,976
 155,219
Less: comprehensive income attributable to noncontrolling interests32,871
 14,354
 49,452
 37,574
Comprehensive income attributable to PBF Energy Inc. stockholders$314,642
 $42,516
 $174,524
 $117,645



PBF ENERGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(unaudited, in millions, except share and per share data)

Class A
Common Stock		Class B
Common Stock		Additional
Paid-in
Capital		Retained
Earnings (Accumulated Deficit)		Accumulated
Other
Comprehensive
Income (Loss)		Treasury StockNoncontrolling
Interest		Total
Equity
SharesAmountSharesAmountSharesAmount
Balance, March 31, 2023126,543,857 $0.1 13 $— $3,223.2 $2,412.1 $(1.1)15,000,026 $(496.4)$130.4 $5,268.3 
Comprehensive income (loss)— — — — — 1,020.4 (0.4)— — 10.0 1,030.0 
Distributions to PBF Energy Company LLC members— — — — — — — — — (2.0)(2.0)
Dividends ($0.20 per common share)— — — — — (25.3)— — — — (25.3)
Stock-based compensation expense— — — — 7.2 — — — — — 7.2 
Transactions in connection with stock-based compensation plans138,284 — — — 6.0 — — — — — 6.0 
Treasury stock purchases(2,679,415)— — — 0.6 — — 2,679,415 (101.5)— (100.9)
Balance, June 30, 2023124,002,726 $0.1 13 $— $3,237.0 $3,407.2 $(1.5)17,679,441 $(597.9)$138.4 $6,183.3 
Balance, March 31, 2022120,617,648 $0.1 15 $— $2,882.0 $(817.2)$16.3 6,731,747 $(170.2)$615.1 $2,526.1 
Comprehensive income (loss)— — — — — 1,203.7 (0.6)— — 32.1 1,235.2 
Distributions to PBF Logistics LP public unitholders— — — — — — — — — (10.1)(10.1)
Stock-based compensation expense— — — — 6.6 — — — — 2.8 9.4 
Transactions in connection with stock-based compensation plans1,292,977 — — — 26.5 — — — — (1.3)25.2 
Effects of exchanges of PBF LLC Series A Units on deferred tax assets and liabilities and tax receivable agreement obligation— — — — 0.3 — — — — — 0.3 
Exchange of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock24,748 — (2)— 0.1 — — — — (0.1)— 
Treasury stock purchases(10,972)— — — 0.3 — — 10,972 (0.3)— — 
Other— — — — — — — — — 0.4 0.4 
Balance, June 30, 2022121,924,401 $0.1 13 $— $2,915.8 $386.5 $15.7 6,742,719 $(170.5)$638.9 $3,786.5 
See notes to condensed consolidated financial statements.
9







PBF ENERGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(unaudited, in millions, except share and per share data)


Class A
Common Stock		Class B
Common Stock		Additional
Paid-in
Capital		Retained
Earnings (Accumulated Deficit)		Accumulated
Other
Comprehensive
Income (Loss)		Treasury StockNoncontrolling
Interest		Total
Equity
 SharesAmountSharesAmountSharesAmount
Balance, December 31, 2022129,639,307 $0.1 13 $— $3,201.6 $2,056.0 $(1.5)10,937,916 $(327.0)$126.8 $5,056.0 
Comprehensive income— — — — — 1,402.5 — — — 13.8 1,416.3 
Distributions to PBF Energy Company LLC members— — — — — — — — — (2.2)(2.2)
Dividends ($0.40 per common share)— — — — — (51.3)— — — — (51.3)
Stock-based compensation expense— — — — 13.7 — — — — — 13.7 
Transactions in connection with stock-based compensation plans1,104,944 — — — 20.4 — — — — — 20.4 
Treasury stock purchases(6,741,525)— — — 1.2 — — 6,741,525 (270.9)— (269.7)
Other— — — — 0.1 — — — — — 0.1 
Balance, June 30, 2023124,002,726 $0.1 13 $— $3,237.0 $3,407.2 $(1.5)17,679,441 $(597.9)$138.4 $6,183.3 
Balance, December 31, 2021120,319,577 $0.1 15 $— $2,874.0 $(796.1)$17.3 6,676,809 $(169.1)$606.6 $2,532.8 
Comprehensive income (loss)— — — — — 1,182.6 (1.6)— — 49.9 1,230.9 
Distributions to PBF Logistics LP public unitholders— — — — — — — — — (20.1)(20.1)
Stock-based compensation expense— — — — 13.2 — — — — 3.5 16.7 
Transactions in connection with stock-based compensation plans1,634,742 — — — 27.1 — — — — (1.3)25.8 
Exchange of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock35,992 — (2)— 0.1 — — — — (0.1)— 
Treasury stock purchases(65,910)— — — 1.4 — — 65,910 (1.4)— — 
Other— — — — — — — — — 0.4 0.4 
Balance, June 30, 2022121,924,401 $0.1 13 $— $2,915.8 $386.5 $15.7 6,742,719 $(170.5)$638.9 $3,786.5 

See notes to condensed consolidated financial statements.
10

PBF ENERGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)millions)

Six Months Ended June 30,
20232022
Cash flows from operating activities:
Net income$1,416.3 $1,232.5 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization299.7 253.0 
Stock-based compensation18.9 18.0 
Change in fair value of catalyst obligations(1.2)(2.3)
Deferred income taxes311.6 60.2 
Change in Tax Receivable Agreement liability— 286.5 
Non-cash change in inventory repurchase obligations8.5 (3.4)
Change in fair value of contingent consideration, net(32.9)127.9 
Gain on extinguishment of debt— (3.8)
Pension and other post-retirement benefit costs23.9 23.8 
Gain on formation of SBR equity method investment(968.9)— 
(Gain) loss on sale of assets(1.4)0.3 
Changes in operating assets and liabilities:
Accounts receivable87.7 (689.9)
Inventories(143.6)(471.3)
Prepaid and other current assets(38.5)(139.1)
Accounts payable(203.3)396.9 
Accrued expenses(286.9)1,163.8 
Deferred revenue34.8 42.9 
Other assets and liabilities(19.0)(27.0)
Net cash provided by operating activities$505.7 $2,269.0 
Cash flows from investing activities:
Expenditures for property, plant and equipment(447.1)(226.5)
Expenditures for deferred turnaround costs(268.0)(166.8)
Expenditures for other assets(35.0)(43.6)
Proceeds from sale of assets4.4 — 
Equity method investment - return of capital431.0 — 
Net cash used in investing activities$(314.7)$(436.9)

See notes to condensed consolidated financial statements.
11
 Nine Months Ended 
 September 30,
 2017 2016
Cash flows from operating activities:   
Net income$223,045
 $153,756
Adjustments to reconcile net income to net cash (used in) provided by operations:   
Depreciation and amortization215,052
 170,911
Stock-based compensation18,064
 16,331
Change in fair value of catalyst leases1,011
 4,556
Deferred income taxes111,325
 194,431
Change in tax receivable agreement liability(565) 3,143
Non-cash change in inventory repurchase obligations(26,659) 29,317
Non-cash lower of cost or market inventory adjustment(97,943) (320,833)
Debt extinguishment costs25,451
 —
Pension and other post-retirement benefit costs31,682
 25,894
Loss on sale of assets940
 11,381
    
Changes in operating assets and liabilities:   
Accounts receivable(155,838) (198,879)
Inventories(349,189) 54,052
Prepaid expense and other current assets78,838
 (99,127)
Accounts payable(102,471) 51,390
Accrued expenses415,862
 309,194
Deferred revenue(9,005) 8,918
Other assets and liabilities(57,377) (26,223)
Net cash provided by operations322,223
 388,212
    
Cash flows from investing activities:   
Acquisition of Torrance refinery and related logistics assets—
 (971,932)
Expenditures for property, plant and equipment(267,151) (194,625)
Expenditures for deferred turnaround costs(341,598) (138,936)
Expenditures for other assets(31,096) (27,735)
Expenditures for PBFX Plains Asset Purchase—
 (98,373)
Expenditures for acquisition of Toledo Terminal by PBFX(10,097) —
Chalmette Acquisition working capital settlement—
 (2,659)
Purchase of marketable securities(75,036) (1,779,997)
Maturities of marketable securities115,060
 1,954,274
Proceeds from sale of assets—
 13,030
Net cash used in investing activities$(609,918) $(1,246,953)




PBF ENERGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)(continued)
(unaudited, in thousands)
millions)
 Nine Months Ended 
 September 30,
 2017 2016
Cash flows from financing activities:   
Proceeds from issuance of PBFX common units, net of underwriters’ discount and commissions$—
 $138,255
Distributions to PBF Energy Company LLC members other than PBF Energy(3,448) (4,460)
Distributions to PBFX public unit holders(32,261) (22,563)
Dividend payments(98,723) (88,043)
Proceeds from 2025 7.25% Senior Notes725,000
 —
Cash paid to extinguish 2020 8.25% Senior Secured Notes(690,209) —
Proceeds from PBFX revolver borrowings—
 174,700
Repayments of PBFX revolver borrowings—
 (30,000)
Repayments of PBFX Term Loan borrowings(39,664) (174,536)
Repayments of PBF Rail Term Loan(4,959) —
Repayments of Rail Facility revolver borrowings—
 (11,457)
Proceeds from revolver borrowings490,000
 550,000
Repayments of revolver borrowings(490,000) —
Additional catalyst lease—
 7,927
Deferred financing costs and other(13,424) —
Net cash (used in) provided by financing activities(157,688) 539,823
    
Net decrease in cash and cash equivalents(445,383) (318,918)
Cash and cash equivalents, beginning of period746,274
 944,320
Cash and cash equivalents, end of period$300,891
 $625,402
    
Supplemental cash flow disclosures   
Non-cash activities:   
Accrued and unpaid capital expenditures$36,172
 $16,813
Note payable issued for purchase of property, plant and equipment6,831
 —


Six Months Ended June 30,
20232022
Cash flows from financing activities:
Dividend payments$(50.9)$— 
Distributions to PBFX public unitholders— (19.6)
Distributions to PBF Energy Company LLC members other than PBF Energy(2.2)— 
Repurchase of 2028 6.00% Senior Notes— (21.1)
Repurchase of 2025 7.25% Senior Notes— (4.8)
Repayments of revolver borrowings— (900.0)
Repayments of PBFX revolver borrowings— (70.0)
Redemption of PBFX 2023 Senior Notes(525.0)— 
Payments on financing leases(5.8)(5.7)
Proceeds from insurance premium financing35.0 32.4 
Payments of contingent consideration(80.1)(2.7)
Transactions in connection with stock-based compensation plans, net20.4 — 
Purchase of treasury stock(267.6)— 
Deferred financing costs and other, net(1.5)(7.8)
Net cash used in financing activities$(877.7)$(999.3)
Net change in cash and cash equivalents(686.7)832.8 
Cash and cash equivalents, beginning of period2,203.6 1,341.5 
Cash and cash equivalents, end of period$1,516.9 $2,174.3 
Supplemental cash flow disclosures
Non-cash activities:
Accrued and unpaid capital expenditures$109.5 $119.4 
Assets acquired or remeasured under operating and financing leases174.1 30.1 
SBR Contribution Receivable429.6 — 
Contribution of assets to SBR equity method investment(739.8)— 
Settlement of affiliate note payable to fund investment in SBR working capital(74.9)— 
Cash paid during the period for:
Interest (net of capitalized interest of $28.2 million and $9.3 million in 2023 and 2022, respectively)$54.3 $150.5 
Income taxes127.4 1.9 


See notes to condensed consolidated financial statements.
912
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
Description of the Business
PBF Energy Inc. (“PBF Energy”) was formed as a Delaware corporation on November 7, 2011 and is the sole managing member of PBF Energy Company LLC (“PBF LLC”), a Delaware limited liability company, with a controlling interest in PBF LLC and its subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its subsidiaries and records a noncontrolling interest in its consolidated financial statementsCondensed Consolidated Financial Statements representing the economic interests of PBF LLC’s members other than PBF Energy.Energy (refer to “Note 8 - Equity”).
PBF Energy holds a 99.3% economic interest in PBF LLC as of June 30, 2023 through its ownership of PBF LLC Series C Units, which are held solely by PBF Energy. Holders of PBF LLC Series A Units, which are held by parties other than PBF Energy (“the members of PBF LLC other than PBF Energy”), hold the remaining 0.7% economic interest in PBF LLC. In addition, the amended and restated limited liability company agreement of PBF LLC provides that any PBF LLC Series A Units acquired by PBF Energy will automatically be reclassified as PBF LLC Series C Units in connection with such acquisition. PBF LLC, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. PBF Holding Company LLC, (“PBF Holding”) is a wholly-owned subsidiary of PBF LLC. PBF Investments LLC (“PBF Investments”), Toledo Refining Company LLC (“Toledo Refining” or “TRC”), Paulsboro Refining Company LLC (“Paulsboro Refining” or “PRC”), Delaware City Refining Company LLC (“Delaware City Refining” or “DCR”), Chalmette Refining, L.L.C. (“Chalmette Refining”), PBF Western Region LLC (“PBF Western Region”), Torrance Refining Company LLC (“Torrance Refining”) and Torrance Logistics Company LLC are PBF LLC’s principal operating subsidiaries and are all wholly-owned subsidiaries of PBF Holding.
As of September 30, 2017, PBF LLC also holds a 44.1% limited partner interest and all of the incentive distribution rights in PBF Logistics LP (“PBFX”), a publicly traded master limited partnership (refer to “Note 2 - PBF Logistics LP”). PBF Logistics GP LLC (“PBF GP”) owns the noneconomic general partner interest and serves as the general partner of PBFX and is wholly-owned by PBF LLC. PBF Energy, through its ownership of PBF LLC, consolidates the financial results of PBFX andtogether with its subsidiaries, and records a noncontrollingowns an interest in its consolidated financial statements representingan equity method investment that owns and operates a biorefinery co-located with the economic interests of PBFX’s unit holders other than PBF LLC. Chalmette refinery in Louisiana (the “Renewable Diesel Facility”).
Collectively, PBF Energy and its consolidated subsidiaries, including PBF LLC, PBF Holding, and PBFX are referred to hereinafter as the “Company” unless the context otherwise requires.
As of SeptemberPBFX Merger Transaction
On November 30, 2017, the Company owns 109,747,5482022, PBF Energy, PBF LLC, Series C UnitsPBFX Holdings Inc., a Delaware corporation and the Company’s current and former executive officers and directors and certain employees and others beneficially own 3,825,508 PBF LLC Series A Units. As of September 30, 2017, the holders of the Company’s issued and outstanding shares of Class A common stock have 96.6% of the voting power in the Company and the memberswholly-owned subsidiary of PBF LLC, other thanRiverlands Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of PBF LLC, PBF Logistics LP (“PBFX”), and PBF Logistics GP LLC closed on a definitive agreement, pursuant to which PBF Energy through their holdings of Class B common stock have the remaining 3.4% of the voting power in the Company.
Substantiallyand PBF LLC acquired all of the Company’s operations arepublicly held common units in PBFX representing limited partner interests in the United States. The Company operates in two reportable business segments: Refiningmaster liability partnership not already owned by certain wholly-owned subsidiaries of PBF Energy and Logistics. The Company’s oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and are aggregated into the Refining segment. PBFX is a publicly traded master limited partnership that was formedits affiliates (the “Merger Transaction”). Subsequent to operate logistical assets such as crude oil and refined petroleum products terminals, pipelines, and storage facilities. PBFX’s operations are aggregated into the Logistics 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 effectclosing on the Company’s financial position, earningsMerger Transaction, PBFX became an indirect wholly-owned subsidiary of PBF Energy and cash flow.PBF LLC.
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 statementsCondensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they

10
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

do not include all of the information and notes required by GAAP for complete financial statements. These interim condensed consolidated financial statementsCondensed Consolidated Financial Statements should be read in conjunction with the PBF Energy and PBF LLC financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2016 of PBF Energy.2022. The results of operations for the three and ninesix months ended SeptemberJune 30, 20172023 are not necessarily indicative of the results to be expected for the full year.
Change in Presentation
During the third quarter of 2017, the Company determined that it would revise the presentation of certain line items on its consolidated statements of operations to enhance its disclosure under the requirements of Rule 5-03 of Regulation S-X. The revised presentation is comprised of the inclusion of a subtotal within costs and expenses referred to as “Cost of sales” and the reclassification of total depreciation and amortization expense between such amounts attributable to cost of sales and other operating costs and expenses. The amount of depreciation and amortization expense that is presented separately within the “Cost of Sales” subtotal represents depreciation and amortization of refining and logistics assets that are integral to the refinery production process.
The historical comparative information has been revised to conform to the current presentation. This revised presentation does not have an effect on the Company’s historical consolidated income from operations or net income, nor does it have any impact on its consolidated balance sheets, statements of comprehensive income or statements of cash flows. Presented below is a summary of the effects of this revised presentation on the Company’s historical statements of operations for the three and nine months ended September 30, 2016 (in thousands):
13
 Three Months Ended September 30, 2016
 As Previously Reported Adjustments As Reclassified
Cost and expenses:     
Cost of products and other$3,862,580
 —
 $3,862,580
Operating expenses (excluding depreciation and amortization expense as reflected below)412,699
 —
 412,699
Depreciation and amortization expense—
 54,694
 54,694
Cost of sales    4,329,973
General and administrative expenses (excluding depreciation and amortization expense as reflected below)44,020
 —
 44,020
Depreciation and amortization expense56,036
 (54,694)
 1,342
Loss on sale of assets8,159
 —
 8,159
Total cost and expenses$4,383,494
   $4,383,494
 Nine Months Ended September 30, 2016
 As Previously Reported Adjustments As Reclassified
Cost and expenses:     
Cost of products and other$9,524,119
 —
 $9,524,119
Operating expenses (excluding depreciation and amortization expense as reflected below)989,296
 —
 989,296
Depreciation and amortization expense—
 158,612
 158,612
Cost of sales    10,672,027
General and administrative expenses (excluding depreciation and amortization expense as reflected below)124,975
 —
 124,975
Depreciation and amortization expense163,029
 (158,612)
 4,417
Loss on sale of assets11,381
 —
 11,381
Total cost and expenses$10,812,800
   $10,812,800

11
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

Investment in Equity Method Investee
Cost Classifications
CostOn June 27, 2023, the Company contributed certain assets to St. Bernard Renewables LLC (“SBR”), a jointly held investment between the Company and Eni Sustainable Mobility US. Inc., a controlled subsidiary of products and other consistsEni S.p.A. (collectively “Eni”). The Company accounts for its now 50% equity ownership of SBR as an equity method investment, as the Company has significant influence, but not control, over SBR. Equity method investments are recognized at cost, adjusted for the investor’s portion of the cost of crude oil, other feedstocks, blendstocksinvestee’s earnings and purchased refined productsreduced by distributions from the investee, and the related in-bound freight and transportation costs.
Operating expenses (excluding depreciation and amortization) consists of direct costs of labor, maintenance and services, utilities, property taxes, environmental compliance costs and other direct operating costs incurredpresented as “Equity method investment in connection with our refining operations. Such expenses exclude depreciation related to refining and logistics assets that are integral to the refinery production process, which is presented separately as Depreciation and amortization expense as a component of Cost of salesSBR” on the Company’s condensedconsolidated balance sheets. Equity method earnings, which were de minimis for the three and six months ended June 30, 2023, will be recognized as “Equity income (loss) in investee” in the consolidated statements of operations.
Reclassification
Certain amounts previously reported in the Company's condensed consolidated financial statements for prior periods have been reclassified to conform to the 2017 presentation. These reclassifications, in addition to the changes in “Cost and expenses” described above, include certain details about accrued expenses and equity in those respective footnotes.
Recently Adopted Accounting Guidance
Effective January 1, 2017,Since the Company adopted Accounting Standard Update (“ASU”) No. 2016-06, “Derivatives and Hedging (Topic 815): Contingent Put and Call Optionscontributed certain nonmonetary assets in Debt Instruments (a consensus of the FASB Emerging Issues Task Force)” (“ASU 2016-06”). ASU 2016-6 was issued in March 2016 by the Financial Accounting Standards Board (“FASB”) to increase consistency in practice in applying guidance on determining if an embedded derivative is clearly and closely related to the economic characteristics of the host contract, specificallyexchange for assessing whether call (put) options that can accelerate the repayment of principal on a debt instrument meet the clearly and closely related criterion. The Company’s adoption of this guidance did not materially impact its consolidated financial statements.
Effective January 1, 2017, the Company adopted ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 was issued by the FASB in March 2016 to simplify certain aspects of the accounting for share-based payments to employees. The guidance in ASU 2016-09 requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled rather than recording excess tax benefits or deficiencies in additional paid-in capital. The guidance in ASU 2016-09 also allows an employer to repurchase more of an employee’s shares than it could prior to its adoption for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. The Company’s adoption of this guidance did not materially impact its consolidated financial statements.
Effective January 1, 2017, the Company adopted ASU No. 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control” (“ASU 2016-17”). ASU 2016-17 was issued by the FASB in October 2016 to amend the consolidation guidance on how a reporting entity that is the single decision maker of a variable50% interest entity (“VIE”) should treat indirect interests in the entity, heldthe Company recognized a gain on its contribution for the difference between the fair value of the consideration received, including its 50% noncontrolling interest, and the carrying value of the related assets contributed. The fair value of those contributed items is the initial cost basis of the investment.

2. CURRENT EXPECTED CREDIT LOSSES
Credit Losses
The Company has exposure to credit losses primarily through related partiesits sales of refined products. The Company evaluates creditworthiness on an individual customer basis. The Company utilizes a financial review model for purposes of evaluating creditworthiness which is based on information from financial statements and credit reports. The financial review model enables the Company to assess the customer’s risk profile and determine credit limits on the basis of their financial strength, including but not limited to, their liquidity, leverage, debt serviceability, longevity and how they pay their bills. The Company may require security in the form of letters of credit or cash payments in advance of product delivery for certain customers that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. deemed higher risk.
The amendments in this ASU do not change the characteristics ofCompany’s payment terms on its trade receivables are relatively short, generally 30 days or less for a primary beneficiary in current GAAP. The amendments in this ASU require that a reporting entity, in determining whether it satisfies the second characteristic of a primary beneficiary, include allsubstantial majority of its direct variable interestsrefined products. As a result, the Company’s collection risk is mitigated to a certain extent by the fact that sales are collected in a VIE and,relatively short period of time, allowing for the ability to reduce exposure on defaults if collection issues are identified. Notwithstanding, the Company reviews each customer’s credit risk profile at least annually or more frequently if warranted.
The Company performs a proportionate basis, its indirect variable interests in a VIE held through related parties, including related partiesquarterly allowance for doubtful accounts analysis to assess whether an allowance needs to be recorded for any outstanding trade receivables. In estimating credit losses, management reviews accounts that are under common control with the reporting entity. The Company’s adoptionpast due, have known disputes or have experienced any negative credit events that may result in future collectability issues. There was no allowance for doubtful accounts recorded as of this guidance did not materially impact its consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”), which provides guidance to assist entities with evaluating when a set of transferred assets and activities is a business. Under ASU 2017-01, it is expected that the definition of a business will be narrowed and more consistently applied. ASU 2017-01 is effective for annual periods beginning after

June 30, 2023 or December 31, 2022.
12
14
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

December 15, 2017, including interim periods within those periods. The amendments in this ASU should be applied prospectively on or after the effective date. Early adoption of ASU 2017-01 is permitted and the Company early adopted the new standard in its consolidated financial statements and related disclosures effective January 1, 2017. The Company’s adoption of this guidance did not materially impact its consolidated financial statements.
Recent Accounting Pronouncements
In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (“ASU 2015-14”), which defers the effective date of ASU 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”) for all entities by one year. Additional ASUs have been issued in 2016 and 2017 that provide certain implementation guidance related to ASU 2014-09 (collectively, the Company refers to ASU 2014-09 and these additional ASUs as the “Updated Revenue Recognition Guidance”). The Updated Revenue Recognition Guidance will replace most existing revenue recognition guidance in GAAP when it becomes effective. Under ASU 2015-14, this guidance becomes effective for interim and annual periods beginning after December 15, 2017 and permits the use of either the retrospective or modified retrospective transition method. Under ASU 2015-14, early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company has established a working group to assess the Updated Revenue Recognition Guidance, including its impact on the Company’s business processes, accounting systems, controls and financial statement disclosures. The Company will adopt this new standard effective January 1, 2018, using the modified retrospective application. Under that method, the cumulative effect of initially applying the standard is recognized as an adjustment to the opening balance of retained earnings, and revenues reported in the periods prior to the date of adoption are not changed. The working group is progressing through its implementation plan and continues to evaluate the impact of this new standard on the Company’s consolidated financial statements and related disclosures. Additionally, the Company has begun training the relevant staff at its corporate headquarters and refineries on the Updated Revenue Recognition Guidance, including the potential impacts on internal reporting and disclosure requirements. Although the Company’s analysis of the new standard is still in process and interpretative and industry specific guidance is still developing, based on the results to date, we have reached tentative conclusions for most contract types and do not believe revenue recognition patterns will change materially. However, it is expected that the new standard will have some impact on presentation and disclosures in its financial statements and internal controls.
In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), to increase the transparency and comparability about leases among entities. The new guidance requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts.  It also requires additional disclosures about leasing arrangements. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company has established a working group to study and lead implementation of the new guidance in ASU 2016-02. This working group was formed during 2016 and has begun the process of compiling a central repository for all leases entered into by the Company and its subsidiaries for further analysis as the implementation project progresses. The Company will not early adopt this new guidance. The working group continues to evaluate the impact of this new standard on its consolidated financial statements and related disclosures. At this time, the Company has identified that the most significant impacts of this new guidance will be to bring nearly all leases on its balance sheet with “right of use assets” and “lease obligation liabilities” as well as accelerating the interest expense component of financing leases. While the assessment of the impacts arising from this standard is progressing, it remains in its early stages. Accordingly, the Company has not fully determined the impacts on its business processes, controls or financial statement disclosures.
In March 2017, the FASB issued ASU No. 2017-07, “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”), which provides guidance to improve the reporting of net benefit cost in the income statement and on the components eligible for capitalization in assets. Under the new guidance, employers will present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. Only the service cost component will be eligible for capitalization in

13
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

assets. Additionally, under this guidance, employers will present the other components of the net periodic benefit cost separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. These components will not be eligible for capitalization in assets. Employers will apply the guidance on the presentation of the components of net periodic benefit cost in the income statement retrospectively. The guidance limiting the capitalization of net periodic benefit cost in assets to the service cost component will be applied prospectively. The guidance includes a practical expedient allowing entities to estimate amounts for comparative periods using the information previously disclosed in their pension and other postretirement benefit plan note to the financial statements. The amendments in this ASU are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The Company does not expect the adoption of this new standard to have a material impact on its consolidated financial statements and related disclosures.
In May 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”), which provides guidance to increase clarity and reduce both diversity in practice and cost and complexity when applying the existing accounting guidance on changes to the terms or conditions of a share-based payment award. The amendments in ASU 2017-09 require an entity to account for the effects of a modification unless all the following are met: (i) the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified; (ii) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (iii) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The guidance in ASU 2017-09 should be applied prospectively. The amendments in this ASU are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The Company will apply the guidance prospectively for any modifications to its stock compensation plans occurring after the effective date of the new standard.
In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” (“ASU 2017-12”). The amendments in ASU 2017-12 more closely align the results of cash flow and fair value hedge accounting with risk management activities through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results in the financial statements. The amendments in ASU 2017-12 address specific limitations in current GAAP by expanding hedge accounting for both nonfinancial and financial risk components and by refining the measurement of hedge results to better reflect an entity’s hedging strategies. Thus, the amendments in ASU 2017-12 will enable an entity to better portray the economic results of hedging activities for certain fair value and cash flow hedges and will avoid mismatches in earnings by allowing for greater precision when measuring changes in fair value of the hedged item for certain fair value hedges. Additionally, by aligning the timing of recognition of hedge results with the earnings effect of the hedged item for cash flow and net investment hedges, and by including the earnings effect of the hedging instrument in the same income statement line item in which the earnings effect of the hedged item is presented, the results of an entity’s hedging program and the cost of executing that program will be more visible to users of financial statements. The guidance in ASU 2017-12 concerning amendments to cash flow and net investment hedge relationships that exist on the date of adoption should be applied using a modified retrospective approach (i.e., with a cumulative effect adjustment recorded to the opening balance of retained earnings as of the initial application date). The guidance in ASU 2017-12 also provides transition relief to make it easier for entities to apply certain amendments to existing hedges (including fair value hedges) where the hedge documentation needs to be modified. The presentation and disclosure requirements of ASU 2017-12 should be applied prospectively. The amendments in this ASU are effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.
2. PBF LOGISTICS LP
PBFX is a fee-based, growth-oriented, Delaware master limited partnership formed by PBF Energy to own or lease, operate, develop and acquire crude oil and refined petroleum products terminals, pipelines, storage facilities

14
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

and similar logistics assets. PBFX engages in the receiving, handling, storage and transferring of crude oil, refined products, natural gas and intermediates from sources located throughout the United States and Canada for PBF Energy in support of certain of its refineries, as well as for third party customers. As of September 30, 2017, a substantial majority of PBFX’s revenue is derived from long-term, fee-based commercial agreements with PBF Holding, which include minimum volume commitments, for receiving, handling, storing and transferring crude oil, refined products and natural gas. PBF Energy also has agreements with PBFX that establish fees for certain general and administrative services and operational and maintenance services provided by PBF Holding to PBFX. These transactions, other than those with third parties, are eliminated by PBF Energy in consolidation.
PBFX, a variable interest entity, is consolidated by PBF Energy through its ownership of PBF LLC. PBF LLC, through its ownership of PBF GP, has the sole ability to direct the activities of PBFX that most significantly impact its economic performance. PBF LLC is considered to be the primary beneficiary of PBFX for accounting purposes.
As of September 30, 2017, PBF LLC holds a 44.1% limited partner interest in PBFX consisting of 18,459,497 common units, with the remaining 55.9% limited partner interest held by public unit holders. PBF LLC also owns all of the incentive distribution rights (“IDRs”) and indirectly owns a non-economic general partner interest in PBFX through its wholly-owned subsidiary, PBF GP, the general partner of PBFX. The IDRs entitle PBF LLC to receive increasing percentages, up to a maximum of 50.0%, of the cash PBFX distributes from operating surplus in excess of $0.345 per unit per quarter. As a result of the payment on May 31, 2017 by PBFX of its distribution for the first quarter of 2017, the financial tests required for conversion of all of PBFX’s outstanding subordinated units into common units have been satisfied. As a result, all of PBFX’s subordinated units, which were owned by PBF LLC, converted on a one-for-one basis into common units effective June 1, 2017. The conversion of the subordinated units did not impact the amount of cash distributions paid by PBFX or the total number of its outstanding units. The subordinated units were issued by PBFX in connection with its initial public offering in May 2014.
PBFX Plains Asset Purchase
On April 29, 2016, PBFX purchased four refined product terminals located in the greater Philadelphia region (the “East Coast Terminals”) from an affiliate of Plains All American Pipeline, L.P. for total cash consideration of $100,000 (the “PBFX Plains Asset Purchase”).
TVPC Contribution Agreement
On August 31, 2016, PBFX entered into a contribution agreement (the “TVPC Contribution Agreement”) between PBFX and PBF LLC. Pursuant to the TVPC Contribution Agreement, PBFX acquired from PBF LLC 50% of the issued and outstanding limited liability company interests of Torrance Valley Pipeline Company LLC (“TVPC”), whose assets consist of the San Joaquin Valley Pipeline system (which was acquired as a part of the Torrance Acquisition, as defined in “Note 3 - Acquisitions”), including the M55, M1 and M70 pipeline systems including pipeline stations with storage capacity and truck unloading capability (collectively, the “Torrance Valley Pipeline”).
PNGPC Contribution Agreement
On February 15, 2017, PBFX entered into a contribution agreement (the “PNGPC Contribution Agreement”) between PBFX and PBF LLC. Pursuant to the PNGPC Contribution Agreement, PBF LLC contributed to PBFX’s wholly owned subsidiary PBFX Operating Company LLC (“PBFX Op Co”) all of the issued and outstanding limited liability company interests of Paulsboro Natural Gas Pipeline Company LLC (“PNGPC”). PNGPC owns and operates an existing interstate natural gas pipeline that originates in Delaware County, Pennsylvania, at an interconnection with Texas Eastern pipeline that runs under the Delaware River and terminates at the delivery point to PBF Holding’s Paulsboro refinery, and is subject to regulation by the Federal Energy Regulatory Commission (“FERC”). In connection with the PNGPC Contribution Agreement, PBFX constructed a new pipeline to replace the existing pipeline, which commenced services in August 2017. In consideration for the PNGPC limited liability company interests, PBFX delivered to PBF LLC (i) an $11,600 intercompany promissory note in favor of Paulsboro Refining Company LLC, a wholly owned subsidiary of PBF Holding (the “Promissory Note”), (ii) an expansion

15
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

rights and right of first refusal agreement in favor of PBF LLC with respect to the New Pipeline and (iii) an assignment and assumption agreement with respect to certain outstanding litigation involving PNGPC and the existing pipeline.
Chalmette Storage Tank Lease
Effective February 2017, PBF Holding and PBFX Op Co entered into a ten-year storage services agreement (the “Chalmette Storage Agreement”) under which PBFX, through PBFX Op Co, assumed construction of a crude oil storage tank at PBF Holding's Chalmette Refinery (the “Chalmette Storage Tank”), commencing upon the earlier of November 1, 2017 or the completion of construction of the Chalmette Storage Tank which is currently expected to be completed in November 2017. PBFX Op Co and Chalmette Refining have entered into a twenty-year lease for the premises upon which the tank is located and a project management agreement pursuant to which Chalmette Refining is managing the construction of the tank.
Toledo Terminal Acquisition
On April 17, 2017, PBFX’s wholly-owned subsidiary, PBF Logistics Products Terminals LLC, acquired the Toledo, Ohio refined products terminal assets (the “Toledo Terminal”) from Sunoco Logistics L.P. for an aggregate purchase price of $10,000, plus working capital. The Toledo Terminal is directly connected to, and currently supplied by, PBF Holding’s Toledo Refinery.
3. ACQUISITIONS
Torrance Acquisition
On July 1, 2016, the Company acquired from ExxonMobil Oil Corporation and its subsidiary, Mobil Pacific Pipe Line Company, the Torrance refinery and related logistics assets (collectively, the “Torrance Acquisition”). The Torrance refinery, located in Torrance, California, is a high-conversion, delayed-coking refinery. The facility is strategically positioned in Southern California with advantaged logistics connectivity that offers flexible raw material sourcing and product distribution opportunities primarily in the California, Las Vegas and Phoenix area markets. The Torrance Acquisition provided the Company with a broader more diversified asset base and increased the number of operating refineries from four to five and expanded the Company’s combined crude oil throughput capacity. The acquisition also provided the Company with a presence in the PADD 5 market.
In addition to refining assets, the transaction included a number of high-quality logistics assets including a sophisticated network of crude and products pipelines, product distribution terminals and refinery crude and product storage facilities. The most significant of the logistics assets is a crude gathering and transportation system which delivers San Joaquin Valley crude oil directly from the field to the refinery. Additionally, included in the transaction were several pipelines which provide access to sources of crude oil including the Ports of Long Beach and Los Angeles, as well as clean product outlets with a direct pipeline supplying jet fuel to the Los Angeles airport.
The aggregate purchase price for the Torrance Acquisition was $521,350 in cash after post-closing purchase price adjustments, plus final working capital of $450,582. 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 certain equity offerings, and borrowings under PBF Holding’s asset based revolving credit agreement (the “Revolving Loan”).
The Company accounted for the Torrance Acquisition as a business combination under GAAP whereby the Company recognizes assets acquired and liabilities assumed in an acquisition at their estimated fair values as of the date of acquisition. The final purchase price and fair value allocation were completed as of June 30, 2017. During the measurement period, which ended in June 2017, adjustments were made to the Company’s preliminary fair value estimates related primarily to Property, plant and equipment and Other long-term liabilities reflecting the finalization of the Company’s assessment of the costs and duration of certain assumed pre-existing environmental obligations.

16
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows:
 Purchase Price
Gross purchase price$537,500
Working capital450,582
Post close purchase price adjustments(16,150)
Total consideration$971,932
The following table summarizes the amounts recognized for assets acquired and liabilities assumed as of the acquisition date:
 Fair Value Allocation
Inventories$404,542
Prepaid expenses and other current assets982
Property, plant and equipment704,633
Deferred charges and other assets, net68,053
Accounts payable(2,688)
Accrued expenses(64,137)
Other long-term liabilities(139,453)
Fair value of net assets acquired$971,932
The Company’s condensed consolidated financial statements for the three and nine months ended September 30, 2017 include the results of operations of the Torrance refinery and related logistics assets subsequent to the Torrance Acquisition. The Company’s condensed consolidated financial statements for the prior year include the results of operations of such assets from the date of the Torrance Acquisition on July 1, 2016 to September 30, 2016 during which period the Torrance refinery and related logistics assets contributed revenues of $928,225 and net income of $51,457. On an unaudited pro forma basis, the revenues and net income of the Company assuming the Torrance Acquisition had occurred on January 1, 2015, are shown below. The unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisition occurred on January 1, 2015, nor is the financial information indicative of the results of future operations. The unaudited pro forma financial information includes the depreciation and amortization expense attributable to the Torrance Acquisition and interest expense associated with the related financing.
 Nine Months Ended September 30, 2016
Pro forma revenues$12,250,867
Pro forma net loss attributable to PBF Energy Inc. stockholders$(3,704)
Pro forma net loss available to Class A common stock per share: 
Basic$(0.04)
Diluted$(0.04)
The unaudited amount of revenues and net loss above have been calculated after conforming accounting policies of the Torrance refinery and related logistics assets to those of the Company and certain one-time adjustments.

17
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

Chalmette Acquisition
On November 1, 2015, the Company acquired from ExxonMobil, Mobil Pipe Line Company and PDV Chalmette, L.L.C., 100% of the ownership interests of Chalmette Refining, which owns the Chalmette refinery and related logistics assets (collectively, the “Chalmette Acquisition”). While the Company’s condensed consolidated financial statements for both the three and nine months ended September 30, 2017 and 2016 include the results of operations of Chalmette Refining, the final working capital settlement for the Chalmette Acquisition was finalized in the first quarter of 2016. Additionally, certain acquisition related costs for the Chalmette Acquisition were recorded in the first quarter of 2016.
Acquisition Expenses
The Company incurred acquisition related costs consisting primarily of consulting and legal expenses related to completed, pending and non-consummated acquisitions. These costs were $50 and $1,021 in the three and nine months ended September 30, 2017, respectively, and $5,222 and $17,510 in three and nine months ended September 30, 2016, respectively. These costs are included in the condensed consolidated statements of operations in General and administrative expenses.
4. EQUITY
Noncontrolling Interest in PBF LLC
PBF Energy is the sole managing member of, and has a controlling interest in, PBF LLC. As the sole managing member of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF LLC and its subsidiaries. As of September 30, 2017 and December 31, 2016, PBF Energy’s equity interest in PBF LLC represented approximately 96.6% and 96.5%, respectively, of the outstanding interests.
PBF Energy consolidates the financial results of PBF LLC and its subsidiaries, and records a noncontrolling interest for the economic interest in PBF Energy held by the members of PBF LLC other than PBF Energy. Noncontrolling interest on the consolidated statements of operations includes the portion of net income or loss attributable to the economic interest in PBF Energy held by the members of PBF LLC other than PBF Energy. Noncontrolling interest on the consolidated balance sheets represents the portion of net assets of PBF Energy attributable to the members of PBF LLC other than PBF Energy.
The noncontrolling interest ownership percentages of PBF Energy as of September 30, 2017 and December 31, 2016 are calculated as follows:
 Holders of PBF LLC Series A Units Outstanding Shares of PBF Energy Class A Common Stock Total *
December 31, 20163,920,902
 109,204,047
 113,124,949
 3.5% 96.5% 100.0%
September 30, 20173,825,508
 109,747,548
 113,573,056
 3.4% 96.6% 100.0%
——————————
*Assumes all of the holders of PBF LLC Series A Units exchange their PBF LLC Series A Units for shares of PBF Energy’s Class A common stock on a one-for-one basis.
Noncontrolling Interest in PBFX
PBF LLC holds a 44.1% limited partner interest in PBFX and owns all of PBFX’s IDRs, with the remaining 55.9% limited partner interest owned by public common unit holders as of September 30, 2017. PBF LLC is also the sole member of PBF GP, the general partner of PBFX.

18
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

PBF Energy, through its ownership of PBF LLC, consolidates the financial results of PBFX, and records a noncontrolling interest for the economic interest in PBFX held by the public common unit holders. Noncontrolling interest on the consolidated statements of operations includes the portion of net income or loss attributable to the economic interest in PBFX held by the public common unit holders of PBFX other than PBF Energy (through its ownership in PBF LLC). Noncontrolling interest on the condensed consolidated balance sheets includes the portion of net assets of PBFX attributable to the public common unit holders of PBFX.
The noncontrolling interest ownership percentages of PBFX as of September 30, 2017 and December 31, 2016, are calculated as follows:

Units of PBFX Held by the Public
Units of PBFX Held by PBF LLC (Including Subordinated Units)
Total
December 31, 201623,271,174
 18,459,497
 41,730,671

55.8% 44.2% 100.0%
September 30, 201723,435,349
 18,459,497
 41,894,846
 55.9% 44.1% 100.0%
Noncontrolling Interest in PBF Holding
In connection with the Chalmette Acquisition, PBF Holding recorded noncontrolling interests in two subsidiaries of Chalmette Refining. PBF Holding, through Chalmette Refining, owns an 80% ownership interest in both Collins Pipeline Company and T&M Terminal Company. For the three months ended September 30, 2017 and 2016 the Company recorded a noncontrolling interest in the (loss) earnings of these subsidiaries of $(6) and $45, respectively. For the nine months ended September 30, 2017 and 2016 the Company recorded a noncontrolling interest in the earnings of these subsidiaries of $374 and $438, respectively.
Changes in Equity and Noncontrolling Interests
The following tables summarize the changes in equity for the controlling and noncontrolling interests of PBF Energy for the nine months ended September 30, 2017 and 2016:
 PBF Energy Inc. Equity Noncontrolling
Interest in PBF LLC
Noncontrolling Interest in PBF Holding Noncontrolling
Interest in PBFX		 Total Equity
Balance at January 1, 2017$2,025,044
 $98,671
 $12,513
 $434,456
 $2,570,684
Comprehensive income174,524
 9,701
 374
 39,377
 223,976
Dividends and distributions(98,723) (3,448) —
 (33,090) (135,261)
Equity-based compensation awards13,549
 —
 —
 4,515
 18,064
Exercise of PBF LLC options and warrants, net—
 —
 —
 —
 —
Other(2,096) —
 —
 (5) (2,101)
Balance at September 30, 2017$2,112,298
 $104,924
 $12,887
 $445,253
 $2,675,362


19
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

 PBF Energy Inc. Equity Noncontrolling
Interest in PBF LLC		 Noncontrolling
Interest in PBF Holding		 Noncontrolling
Interest in PBFX		 Total Equity
Balance at January 1, 2016$1,647,297
 $91,018
 $17,225
 $340,317
 $2,095,857
Comprehensive income117,645
 10,386
 438
 26,750
 155,219
Dividends and distributions(88,043) (4,460) —
 (23,234) (115,737)
Issuance of additional PBFX common units54,944
 —
 —
 83,311
 138,255
Equity-based compensation awards12,658
 —
 —
 3,673
 16,331
Exercise of PBF LLC options and warrants, net1,058
 (232) —
 —
 826
Other(5,438) (30) (4,943) (980) (11,391)
Balance at September 30, 2016$1,740,121
 $96,682
 $12,720
 $429,837
 $2,279,360
Share Activity
The following table presents the changes in PBF Energy Class A common stock and treasury stock outstanding:
 Nine Months Ended September 30,
 2017 2016
 Class A Common Stock Treasury Stock Class A Common Stock Treasury Stock
Balance at beginning of period109,204,047
 6,087,963
 97,781,933
 6,056,719
Treasury stock purchases (1)(16,646) 16,646
 (26,379) 26,379
Stock based compensation429,825
 —
 28,987
 —
Exercise of options and warrants12,500
 —
 1,650
 —
Exchange of PBF LLC Series A units for shares of Class A common stock117,822
 —
 38,957
 —
Balance at end of period109,747,548
 6,104,609
 97,825,148
 6,083,098
_____
(1) Includes shares repurchased from participants in connection with the vesting of equity awards granted under the Company’s stock compensation plans to cover employee income tax liabilities.

20
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

5. INVENTORIES
Inventories consisted of the following:
June 30, 2023June 30, 2023
(in millions)(in millions)Titled InventoryInventory Intermediation AgreementTotal
Crude oil and feedstocksCrude oil and feedstocks$1,200.1 $140.2 $1,340.3 
September 30, 2017
Titled Inventory Inventory Intermediation Arrangements Total
Crude oil and feedstocks$1,302,162
 $—
 $1,302,162
Refined products and blendstocks1,065,608
 343,904
 1,409,512
Refined products and blendstocks1,254.2 93.9 1,348.1 
Warehouse stock and other97,063
 —
 97,063
Warehouse stock and other143.9 — 143.9 
$2,464,833
 $343,904
 $2,808,737
$2,598.2 $234.1 $2,832.3 
Lower of cost or market adjustment(404,227) (93,818) (498,045)Lower of cost or market adjustment— — — 
Total inventories$2,060,606
 $250,086
 $2,310,692
Total inventories$2,598.2 $234.1 $2,832.3 
December 31, 2016
Titled Inventory Inventory Intermediation Arrangements Total
December 31, 2022December 31, 2022
(in millions)(in millions)Titled InventoryInventory Intermediation AgreementTotal
Crude oil and feedstocks$1,102,007
 $—
 $1,102,007
Crude oil and feedstocks$1,195.2 $140.9 $1,336.1 
Refined products and blendstocks915,397
 352,464
 1,267,861
Refined products and blendstocks1,244.7 40.9 1,285.6 
Warehouse stock and other89,680
 —
 89,680
Warehouse stock and other141.9 — 141.9 
$2,107,084
 $352,464
 $2,459,548
$2,581.8 $181.8 $2,763.6 
Lower of cost or market adjustment(492,415) (103,573) (595,988)Lower of cost or market adjustment— — — 
Total inventories$1,614,669
 $248,891
 $1,863,560
Total inventories$2,581.8 $181.8 $2,763.6 
Inventory underPBF Holding Company LLC (“PBF Holding”) and its subsidiaries, Delaware City Refining Company LLC, Paulsboro Refining Company LLC and Chalmette Refining, L.L.C. (“Chalmette Refining”) (collectively, the “PBF Entities”), entered into an inventory intermediation arrangements included certain light finished products sold to counterparties and stored in the Paulsboro and Delaware City refineries’ storage facilities in connection with theagreement (as amended and restated inventory intermediation agreements (as amended infrom time to time, the second and third quarters of 2017, the “A&R“Third Inventory Intermediation Agreements”Agreement”) with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. (“J. Aron”).
DuringPursuant to the three months ended September 30, 2017,Third Inventory Intermediation Agreement, J. Aron purchased and held title to certain inventory, including crude oil, intermediate and certain finished products (the “J. Aron Products”) purchased or produced by the Paulsboro and Delaware City refineries (and, at the election of the PBF Entities, the Chalmette refinery) (the "Refineries") and delivered into storage tanks at the Refineries (the "Storage Tanks"). The J. Aron Products were sold back to the Company recorded an adjustmentas the J. Aron Products were discharged out of the Storage Tanks. These purchases and sales were settled daily, and pricing was trued-up monthly at the market prices related to value its inventoriesthose J. Aron Products. These transactions were considered to be made in contemplation of each other and, accordingly, did not result in the recognition of a sale when title passed from the Refineries to J. Aron. Additionally, J. Aron had the right to store the J. Aron Products purchased in Storage Tanks under the Third Inventory Intermediation Agreement and retained these storage rights for the term of the agreement. PBF Holding continues to market and sell the J. Aron Products independently to third parties. On June 28, 2023, the PBF Entities entered into a second amendment of the Third Inventory Intermediation Agreement to amend certain provisions in order to allow for the early termination of the Third Inventory Intermediation Agreement effective as of July 31, 2023. Following the early termination the Company will own all of the inventory previously held by J. Aron.
As of June 30, 2023 and December 31, 2022 there was no lower of cost or market (“LCM”) which increased operating income and net income by $265,077 and $160,743, respectively, reflectingadjustment recorded as the net change inreplacement value of inventories exceeded the lower of cost or market inventory reserve from $763,122 at June 30, 2017 to $498,045 at September 30, 2017. During the nine months ended September 30, 2017, the Company recorded an adjustment to value its inventories to the lower of cost or market which increased operating income and net income by $97,943 and $59,393, respectively, reflecting the net change in the lower of cost or market inventory reserve from $595,988 at December 31, 2016 to $498,045 at September 30, 2017.
During the three months ended September 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 $103,990 and $62,810, respectively, reflecting the net change in the lower of cost or market inventory reserve from $900,493 at June 30, 2016 to $796,503 at September 30, 2016. During the nine months ended September 30, 2016, the Company recorded an adjustment to value its inventories to the lower of cost or market which increased operating income and net income by $320,833 and $193,783, respectively, reflecting the net change in the lower of cost or market inventory reserve from $1,117,336 at December 31, 2015 to $796,503 at September 30, 2016.

last-in, first-out carrying value.
21
15
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

4. EQUITY INVESTMENT IN SBR
6.On June 27, 2023, the Company and Eni consummated the closing of the equity method investment transaction and the capitalization of SBR, a jointly held investee designed to own, develop, and operate the Renewable Diesel Facility. The Company contributed the SBR business with an estimated fair value of approximately $1.72 billion, excluding working capital, in exchange for $431.0 million of cash contributed by Eni at close and its 50% interest in the entity, which includes rights to special distributions from SBR (with corresponding amounts funded by Eni) based on the achievement of certain project milestones and performance criteria. The Company received the first special distribution of $414.6 million subsequent to the commercial start up of the pre-treatment unit in July 2023, and is entitled to an additional $15.0 million of estimated contingent consideration if certain project milestones and performance conditions are met. The Company recorded a gain of $968.9 million resulting from the difference between the fair value of the consideration received, including its 50% noncontrolling interest, and the carrying value of the related assets contributed.
The Company determined that SBR is a variable interest entity (“VIE”) because the entity does not have sufficient equity at risk to fund its operations without additional financial support from its owners. The Company is not the primary beneficiary of this VIE because it does not have the ability to make the most relevant decisions that significantly affect its economic performance.
The investment in SBR is accounted for under the equity method, and the Company has a maximum exposure to loss from it based on its recognized investment value, which includes $429.6 million at June 30, 2023 of potential special distributions from SBR (for which Eni is responsible to make corresponding contributions) and was included within Prepaid and other assets in the Company’s Condensed Consolidated Balance Sheet. In July 2023, the first contingency was met, and the Company subsequently received $414.6 million in a special distribution. The Company does not have any further exposure to losses beyond its recognized equity interest.



16
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. ACCRUED EXPENSES
Accrued expenses consisted of the following:
 September 30,
2017		 December 31,
2016
Inventory-related accruals$984,702
 $810,027
Inventory intermediation arrangements282,640
 225,524
Renewable energy credit and emissions obligations138,717
 70,158
Excise and sales tax payable91,042
 86,046
Accrued transportation costs90,933
 89,830
Customer deposits45,548
 9,215
Accrued interest40,689
 28,570
Accrued utilities36,274
 44,190
Accrued refinery maintenance and support costs36,098
 28,670
Accrued salaries and benefits32,709
 17,466
Accrued capital expenditures21,985
 35,149
Environmental liabilities8,545
 9,434
Other23,673
 13,405
Total accrued expenses$1,833,555
 $1,467,684

The Company has the obligation to repurchase certain intermediates and finished products that are held in the Company’s refinery storage tanks at the Delaware City and Paulsboro refineries in accordance with the A&R Intermediation Agreements with J. Aron. As of September 30, 2017 and December 31, 2016, a liability is recognized for the inventory intermediation arrangements and is recorded at market price for the J. Aron owned inventory held in the Company’s storage tanks under the A&R Intermediation Agreements, with any change in the market price being recorded in Cost of products and other.
(in millions)June 30, 2023December 31, 2022
Inventory-related accruals$1,659.5 $1,417.4 
Renewable energy credit and emissions obligations (a)792.3 1,361.1 
Inventory intermediation agreement (b)177.8 98.3 
Accrued transportation costs159.8 127.3 
Excise and sales tax payable138.5 123.6 
Accrued salaries and benefits115.5 173.1 
Accrued refinery maintenance and support costs65.2 48.1 
Accrued income tax payable57.3 16.5 
Accrued utilities51.8 105.4 
Accrued capital expenditures45.8 86.3 
Contingent consideration29.4 81.6 
Accrued interest20.5 24.9 
Environmental liabilities14.5 14.9 
Current finance lease liabilities11.7 11.7 
Other70.2 30.6 
Total accrued expenses$3,409.8 $3,720.8 
_____________________
(a) The Company is subject to obligations to purchase Renewable Identification Numbers (“RINs”) required to comply with the Renewable FuelsFuel Standard. The Company’s overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by the Environmental Protection Agency (“EPA”).Agency. To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in Accrued expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid expenses and other current assets when the amount of RINs earned and purchased is greater than the RINs liability. In addition, the Company is subject to obligations to comply with federal and state legislative and regulatory measures, including regulations in the state of California pursuant to Assembly Bill 32 (“AB 32”), to address environmental compliance and greenhouse gas and other emissions, including AB32 in California.emissions. These requirements include incremental costs to operate and maintain our facilities as well as to implement and manage new emission controls and programs, which have contributed to the increase in accrued environmental liabilities and emission obligations following the Torrance Acquisition.programs. Renewable energy credit and emissions obligations fluctuate with the volume of applicable product sales and timing of credit purchases. From time to time, the Company enters into forward purchase commitments in order to acquire its renewable energy and emissions credits at fixed prices. As of June 30, 2023, the Company had entered into approximately $501.2 million of such forward purchase commitments with respect to its total accrued renewable energy and emissions obligations. Our RIN obligations will be settled in accordance with established regulatory deadlines. The Company’s AB 32 liability is part of an ongoing triennial period program which will be settled through 2024.
(b) The Company had the obligation to repurchase the J. Aron Products that were held in its Storage Tanks in accordance with the Third Inventory Intermediation Agreement. As of June 30, 2023 and December 31, 2022, a liability was recognized based on the repurchase obligation under the Third Inventory Intermediation Agreement for the J. Aron owned inventory held in the Company’s Storage Tanks, with any change in the market price being recorded in Cost of products and other. As described in “Note 3 - Inventories”, the Company amended this agreement to allow for an early termination effective July 31, 2023.
7.
17
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6. CREDIT FACILITIES AND DEBT
Debt outstanding consists of the following:
(In millions)June 30, 2023December 31, 2022
2028 Senior Notes$801.6 $801.6 
2025 Senior Notes664.5 664.5 
PBFX 2023 Senior Notes— 525.0 
Revolving Credit Facility— — 
PBFX Revolving Credit Facility— — 
Catalyst financing arrangements2.7 4.0 
1,468.8 1,995.1 
Less — Current debt— (524.2)
Unamortized premium— 0.2 
Unamortized deferred financing costs(27.3)(36.2)
Long-term debt$1,441.5 $1,434.9 
PBFX 2023 Senior Notes
On May 30, 2017, PBF Holding entered into an Indenture (the “Indenture”) among PBF Holding and PBF Holding’s wholly-owned subsidiary, PBF Finance Corporation (“PBF Finance” and, together with PBF Holding,February 2, 2023, the “Issuers”),Company redeemed the guarantors named therein (collectively the “Guarantors”) and Wilmington Trust, National Association, as Trustee, under which the Issuers issued $725,000$525.0 million in aggregate principal amount outstanding of 7.25%its PBFX’s 6.875% senior notes (the “PBFX 2023 Senior Notes”), inclusive of unamortized premium and deferred financing costs of $0.7 million as of the redemption date. The PBFX 2023 Senior Notes were redeemed at a price of 100%, plus accrued and unpaid interest through the date of redemption. Deutsche Bank Trust Company Americas was the trustee for the PBFX 2023 Senior Notes and served as the paying agent for the full redemption. The redemption was financed using cash on hand.

PBFX Revolving Credit Facility
On June 20, 2023, the Company terminated the $500.0 million PBFX senior secured revolving credit facility (the “PBFX Revolving Credit Facility”), which was originally set to mature on July 30, 2023. There were no outstanding borrowings under the PBFX Revolving Credit Facility as of the termination date.
As of June 30, 2023, the Company is in compliance with all covenants, including financial covenants, in all its debt agreements.

7. COMMITMENTS AND CONTINGENCIES
In the ordinary conduct of the Company’s business, the Company is from time to time subject to lawsuits, investigations and claims, including class action proceedings, mass tort actions, tort actions, environmental claims and employee-related matters. The outcome of these matters cannot always be predicted accurately, but the Company accrues liabilities for these matters if the Company has determined that it is probable a loss has been incurred and the loss can be reasonably estimated. For such ongoing matters for which we have not recorded a liability but losses are reasonably possible, we are unable to estimate a range of possible losses at this time due to various reasons that may include but are not limited to, matters being in an early stage and not fully developed through pleadings, discovery or court proceedings, number of potential claimants being unknown or uncertainty regarding a number of different factors underlying the potential claims. However, the ultimate resolution of one or more of these contingencies could result in an adverse outcome that may have a material effect on our financial position, results of operations or cash flows.
22
18
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

notes due 2025 (the “2025 Senior Notes”). The Issuers received net proceeds of approximately $711,576 from the offering after deducting the initial purchasers’ discount and estimated offering expenses. The Company used the net proceeds to fund the cash tender offer (the “Tender Offer”) for any and all of its outstanding 8.25% senior secured notes due 2020 (the “2020 Senior Secured Notes”), to pay the related redemption price and accrued and unpaid interest for any 2020 Senior Secured Notes that remained outstanding after the completion of the Tender Offer, and for general corporate purposes. The difference between the carrying value of the 2020 Senior Secured Notes on the date they were reacquired and the amount for which they were reacquired has been classified as debt extinguishment costs in the condensed consolidated statements of operations.
The 2025 Senior Notes included a registration rights arrangement whereby the Company agreed to file with the SEC and use commercially reasonable efforts to consummate an offer to exchange the 2025 Senior Notes for an issue of registered notes with terms substantially identical to the notes not later than 365 days after the date of the original issuance of the notes. This registration statement was declared effective on October 18, 2017 and it is anticipated that the exchange will be consummated during the fourth quarter of 2017. As such, the Company does not anticipate it will have to transfer any consideration as a result of the registration rights agreement and thus no loss contingency was recorded.
The 2025 Senior Notes are guaranteed on a senior unsecured basis by substantially all of PBF Holding’s subsidiaries. The 2025 Senior Notes and guarantees are senior unsecured obligations and rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future senior indebtedness, including PBF Holding’s Revolving Loan and the Issuers’ 7.00% senior notes due 2023 (the “2023 Senior Notes”). The 2025 Senior Notes and the guarantees rank senior in right of payment to the Issuers’ and the Guarantors’ existing and future indebtedness that is expressly subordinated in right of payment thereto. The 2025 Senior Notes and the guarantees are effectively subordinated to any of the Issuers’ and the Guarantors’ existing or future secured indebtedness (including the Revolving Loan) to the extent of the value of the collateral securing such indebtedness. The 2025 Senior Notes and the guarantees are structurally subordinated to any existing or future indebtedness and other obligations of the Issuers’ non-guarantor subsidiaries.
PBF Holding has optional redemption rights to repurchase all or a portion of the 2025 Senior Notes at varying prices no less than 100% of the principal amounts of the notes plus accrued and unpaid interest. The holders of the 2025 Senior Notes have repurchase options exercisable only upon a change in control, certain asset sale transactions, or in event of a default as defined in the Indenture. In addition, the 2025 Senior Notes contain customary terms, events of default and covenants for an issuer of non-investment grade debt securities that limit certain types of additional debt, equity issuances, and payments. Many of these covenants will cease to apply or will be modified if the 2025 Senior Notes are rated investment grade.
Upon the satisfaction and discharge of the 2020 Senior Secured Notes in connection with the closing of the Tender Offer and the redemption described above, a Collateral Fall-Away Event under the indenture governing the 2023 Senior Notes occurred on May 30, 2017, and the 2023 Senior Notes became unsecured and certain covenants were modified, as provided for in the indenture governing the 2023 Senior Notes and related documents.
Notes Payable
In connection with the purchase of a waste water treatment facility servicing the Toledo refinery completed on September 28, 2017, the Company issued a short-term promissory note payable in the amount of $6,831 due June 30, 2018. Payments of $403 on the note will be made monthly with a balloon payment of $3,200 due at maturity.
8. MARKETABLE SECURITIES
The U.S. Treasury securities purchased by the Company with the proceeds from the PBFX initial public offering are used as collateral to secure a three-year, $300,000 term loan facility entered into by PBFX (the “PBFX Term Loan”). As necessary and at the discretion of PBFX, these securities are expected to be liquidated and the proceeds used to fund future capital expenditures. While PBFX does not routinely sell marketable securities prior to their scheduled maturity dates, some of PBFX’s investments may be held and restricted for the purpose of funding future

23
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

capital expenditures and acquisitions, so these investments are classified as available-for-sale marketable securities as they may occasionally be sold prior to their scheduled maturity dates due to the unexpected timing of cash needs. The carrying value of these marketable securities approximates fair value and are measured using Level 1 inputs. The marketable securities were fully liquidated as of September 30, 2017 and the PBFX Term Loan that they collateralized was repaid in full.
As of December 31, 2016, the Company held $40,024 in marketable securities. The gross unrecognized holding gains and losses as of September 30, 2017 and December 31, 2016 were not material. The net realized gains or losses from the sale of marketable securities were not material for the three and nine months ended September 30, 2017 and 2016.
9. INCOME TAXES
PBF Energy files federal and applicable state corporate income tax returns and recognizes income taxes on its pre-tax income, which to-date has consisted primarily of its share of PBF LLC’s pre-tax income (approximately 96.6% as of September 30, 2017 and approximately 96.5% as of December 31, 2016). PBF LLC is organized as a limited liability company and PBFX is a master limited partnership, both of which are treated as “flow-through” entities for federal income tax purposes and therefore are not subject to income taxes apart from the income tax attributable to two subsidiaries of Chalmette Refining and one subsidiary of PBF Holding that are treated as C-Corporations for income tax purposes. As a result, PBF Energy’s condensed consolidated financial statements do not reflect any benefit or provision for income taxes on the pre-tax income or loss attributable to PBF LLC or PBFX apart from the income tax expense (benefit) of $(4,258) and $2,083 for the three and nine months ended September 30, 2017, respectively, and $2,291 and $29,287 for the three and nine months ended September 30, 2016, respectively, attributable to the C-Corporation subsidiaries of Chalmette Refining and the subsidiary of PBF Holding.
The income tax provision (benefit) in the PBF Energy condensed consolidated financial statements of operations consists of the following:
  Three Months Ended 
 September 30,		 Nine Months Ended 
 September 30,
  2017 2016 2017 2016
Current income tax expense (benefit) $190
 $(69,406) $1,564
 $(108,824)
Deferred income tax expense 203,789
 101,079
 111,325
 194,431
Total income tax expense $203,979
 $31,673
 $112,889
 $85,607


24
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

Income tax (benefit) expense is based on income before taxes attributable to PBF Energy and excludes income before taxes attributable to noncontrolling interests as such interests are generally not subject to income taxes except as noted above. The difference between the Company’s effective income tax rate and the United States statutory rate is reconciled below:
 Three Months Ended 
 September 30,		 Nine Months Ended 
 September 30,
 2017 2016 2017 2016
Provision at Federal statutory rate35.0 % 35.0 % 35.0 % 35.0 %
Increase (decrease) attributable to flow-through of certain tax adjustments:       
State income taxes (net of federal income tax)4.5 % 4.6 % 4.3 % 4.6 %
Nondeductible/nontaxable items(0.2)% (0.1)% 0.2 % 0.1 %
Manufacturer’s benefit deduction— % 7.9 % — % 2.9 %
Rate differential from foreign jurisdictions0.3 % (1.3)% (0.1)% 1.1 %
Provision to return adjustment(0.1)% (1.8)% (0.2)% (0.7)%
Foreign tax rate change— % — % 0.3 % — %
Other(0.1)% (1.2)% (0.1)% (0.5)%
Effective tax rate39.4 % 43.1 % 39.4 % 42.5 %
The Company’s effective income tax rate for the three and nine months ended September 30, 2017, including the impact of income attributable to noncontrolling interests of $32,861 and $49,420, respectively, was 37.0% and 33.6%, respectively. The Company’s effective income tax rate for the three and nine months ended September 30, 2016, including the impact of income attributable to noncontrolling interests of $14,333 and $37,503, respectively, was 35.9% and 35.8%, respectively.
PBF Energy has determined there are no material uncertain tax positions as of September 30, 2017. PBF Energy does not have any unrecognized tax benefits.
10. COMMITMENTS AND CONTINGENCIES
Environmental Matters
The Company’s refineries, pipelines and related operations are subject to extensive and frequently changing federal, state and local laws and regulations, including, but not limited to, those relating to the discharge of materials into the environment or that otherwise relate to the protection of the environment (including in response to the potential impacts of climate change), waste management and the characteristics and the compositions of fuels. Compliance with existing and anticipated laws and regulations can increase the overall cost of operating the refineries, including remediation, operating costs and capital costs to construct, maintain and upgrade equipment and facilities.
In connection with the Paulsboro refinery acquisition,These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters which could include soil and water contamination, air pollution, personal injury and property damage allegedly caused by substances which the Company manufactured, handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which the Company has assumed certainresponsibility. The Company believes that its current operations are in compliance with existing environmental remediation obligations. The Paulsboroand safety requirements. However, there have been and will continue to be ongoing discussions about environmental liabilityand safety matters between the Company and federal and state authorities, including notices of $10,809 recordedviolations, citations and other enforcement actions, some of which have resulted or may result in changes to operating procedures and in capital expenditures. While it is often difficult to quantify future environmental or safety related expenditures, the Company anticipates that continuing capital investments and changes in operating procedures will be required for the foreseeable future to comply with existing and new requirements, as well as evolving interpretations and more strict enforcement of September 30, 2017 ($10,792 as of December 31, 2016) represents the present value of expected future costs discounted at a rate of 8.0%. The current portion of the environmental liability is recorded in Accrued expensesexisting laws and the non-current portion is recorded in Other long-term liabilities. This liability is self-guaranteed by the Company.regulations.
In connection with the acquisition of the Delaware CityTorrance refinery and related logistics 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, $75,000assumed certain pre-existing environmental insurance policies to insure against unknown environmental liabilities

25
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

at each site. In connection with the Toledo refinery acquisition, Sunoco, Inc. (R&M) (“Sunoco”) remains responsible for environmental remediation for conditions that existed on the closing date for twenty years from March 1, 2011, subject to certain limitations.
In connection with the acquisition of the Chalmette refinery, the Company obtained $3,936 in financial assurance (in the form of a surety bond) to cover estimated potential site remediation costs associated with an agreed to Administrative Order of Consent with the EPA.liabilities. The estimated cost assumes remedial activities will continue for a minimum of 30 years. Further, in connection with the acquisition of the Chalmette refinery, the Company purchased a ten year, $100,000 environmental insurance policycosts related to insure against unknown environmental liabilities at the refinery.
In connection with the PBFX Plains Asset Purchase, PBFX is responsible for the environmentalthese remediation costs for conditions that existed on the closing date up to a maximum of $250 per year for 10 years, with Plains All American Pipeline, L.P. remaining responsible for any and all additional costs above such amounts during such period. The environmental liability of $2,049 recordedobligations totaled $113.3 million as of SeptemberJune 30, 20172023 ($2,173117.0 million as of December 31, 2016) represents2022), and related primarily to remediation obligations to address existing soil and groundwater contamination and the present value of expected future costs discounted at a rate of 1.83%.related monitoring and clean-up activities. Costs related to these obligations are reassessed periodically or when changes to our remediation approach are identified. The current portion of the environmental liability is recorded in Accrued expenses and the non-current portion is recorded in Other long-term liabilities.
As of November 1, 2015,The aggregate environmental liability reflected in the Company acquired Chalmette Refining, whichCompany’s Condensed Consolidated Balance Sheets was in discussions with the Louisiana Department of Environmental Quality (“LDEQ”) to resolve self-reported deviations from refinery operations relating to certain Clean Air Act Title V permit conditions, limits$156.7 million and other requirements. LDEQ commenced an enforcement action against Chalmette Refining on November 14, 2014 by issuing a Consolidated Compliance Order$157.7 million at June 30, 2023 and Notice of Potential Penalty (the “Order”) covering deviations from 2009 and 2010. Chalmette Refining and LDEQ subsequently entered into a dispute resolution agreement, the enforcementDecember 31, 2022, respectively, of which has been suspended while negotiations are ongoing, which may$142.2 million and $142.8 million, respectively, were classified as Other long-term liabilities. These liabilities include the resolution of deviations outside the periods covered by the Order. In February 2017, Chalmette Refiningremediation and the LDEQ met to resolve the issues under the Order, including the assessment of an administrative penalty against Chalmette Refining. Although a resolution has not been finalized, the administrative penalty is anticipated to be approximately $700, including beneficial environmental projects. To the extent the administrative penalty exceeds such amount, it is notmonitoring costs expected to be materialincurred over an extended period of time. Estimated liabilities could increase in the future when the results of ongoing investigations become known, are considered probable and can be reasonably estimated.
Contingent Consideration
In connection with the acquisition of the Martinez refinery and related logistics assets, the sale and purchase agreement dated June 11, 2019 included an earn-out provision based on certain earnings thresholds of the Martinez refinery. Pursuant to the Company.
On December 23, 2016,agreement, the Delaware CityCompany will make payments to Equilon Enterprises LLC d/b/a Shell Oil Products US, based on future earnings at the Martinez refinery receivedin excess of certain thresholds, as defined in the agreement, for a Noticeperiod of Violation (“NOV”up to four years following the acquisition closing date (the “Martinez Contingent Consideration”) from DNREC concerning a potential violation. Upon acquisition of the DNREC order authorizingrefinery, the shipment of crude oil by barge fromCompany recorded the refinery. The NOV alleges that DCR made shipments to locations other than the Paulsboro refinery in violationestimated acquisition date fair value of the order and requests certain additional information. On February 7, 2017, DCR responded toearn-out provision as contingent consideration of $77.3 million within “Other long-term liabilities” within the NOV. On March 10, 2017, DNREC issued a $150 fineCompany’s Condensed Consolidated Balance Sheet. Subsequent changes in a Notice of Penalty Assessment and Secretary’s Order to the Delaware City refinery for violating the 2013 Secretary’s Order. DNREC determined that the Delaware City refinery had violated the order by failing to make timely and full disclosure to DNREC about the nature and extent of those shipments, and had misrepresented the number of shipments that went to other facilities. The penalty assessment and Secretary’s Order conclude that the 2013 Secretary’s Order was violated by the Delaware City refinery by shipping crude oil from the Delaware City terminal to three locations other than the Paulsboro refinery, on 15 days in 2014, making a total of 17 separate barge shipments containing approximately 35.7 million gallons of crude oil in total. On April 28, 2017, DCR appealed the Notice of Penalty Assessment and Secretary’s Order. The hearingfair value of the appealMartinez Contingent Consideration are recorded in the Condensed Consolidated Statements of Operations. The fair value of the Martinez Contingent Consideration was estimated to be $29.4 million as of June 30, 2023 and is scheduled for February 2018. To the extent that the penalty and Secretary’s Order are upheld, there will not be a material adverse effect onincluded within Accrued expenses within the Company’s financial position, resultsCondensed Consolidated Balance Sheet. The fair value of operations or cash flows.
On December 28, 2016, DNREC issued a Coastal Zone Act permit (the “Ethanol permit”) to DCR allowing the utilization of existing tanks and existing marine loading equipment at their existing facilities to enable denatured ethanolMartinez Contingent Consideration was estimated to be loaded from storage tanks to marine vessels$147.3 million as of December 31, 2022 (of which approximately $80.0 million was included within Accrued expenses and shipped to offsite facilities. On January 13, 2017, the issuance of the Ethanol Permit was appealed by two environmental groups. On February 27, 2017, the Coastal Zone Industrial Board held a public hearing and dismissed the appeal, determining that the appellants did not have standing. The final opinion and order of the Board was issued March 16, 2017. The appellants filed an appeal of the Board’s decision with the Delaware Superior Court on March 30, 2017. On September 28, 2017, the Delaware

paid in April 2023).
26
19
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

Superior Court issued it scheduling order governing briefing in the appeal of the Coastal Zone Board’s decision to sustain the permit issued for the ethanol project. The filing of briefs has been scheduled for October and November 2017.
On October 19, 2017, the Delaware City Refinery received approval from DNREC for the construction and operation of the ethanol marketing project to allow for a combined total loading of up to 10,000 bpd, on an annual average basis, of ethanol on to marine vessels at the marine piers and the terminal truck loading rack, subject to certain operational and emissions limitations as well as other conditions. On the same date, Delaware City Logistics Company LLC received DNREC approval for the construction of (i) four additional loading arms for each of lanes 4, 10 and 11 for purposes of loading ethanol at its truck loading rack and (ii) a vapor vacuum control system for loading lanes connected to the existing vapor recovery unit located at its terminal in Delaware City. This approval is also subject to certain operational and emission limitations as well as other conditions.
On February 3, 2011, EPA sent a request for information pursuant to Section 114 of the Clean Air Act to the Paulsboro refinery with respect to compliance with EPA standards governing flaring. The refinery and the EPA have reached agreement on settlement, which includes a civil penalty of $180. On July 13, 2017, the U.S. Department of Justice filed with the Court the motion to enter the consent decree. On September 19, 2017, the Court approved the consent decree and in connection therewith the Paulsboro refinery has paid a penalty of $180.
In connection with the acquisition of the Torrance refinery and related logistics assets, the Company assumed certain pre-existing environmental liabilities totaling $138,511 as of September 30, 2017 ($142,456 as of December 31, 2016), related to certain environmental remediation obligations to address existing soil and groundwater contamination and monitoring and other clean-up activities, which reflects the current estimated cost of the remediation obligations. The current portion of the environmental liability is recorded in Accrued expenses and the non-current portion is recorded in Other long-term liabilities. In addition, in connection with the acquisition of the Torrance refinery and related logistics assets, the Company purchased a ten year, $100,000 environmental insurance policy to insure against unknown environmental liabilities. Furthermore, in connection with the acquisition, the Company assumed responsibility for certain specified environmental matters that occurred prior to the Company’s ownership of the refinery and the logistics assets, including specified incidents and/or NOVs issued by regulatory agencies in various years before the Company’s ownership, including the Southern California Air Quality Management District (“SCAQMD”) and the Division of Occupational Safety and Health of the State of California (“Cal/OSHA”).
Additionally, subsequent to the acquisition, further NOVs were issued by the SCAQMD, Cal/OSHA, the City of Torrance and the City of Torrance Fire Department related to alleged operational violations, emission discharges and/or flaring incidents at the refinery and the logistics assets before and after the Company’s acquisition. With the exception of one NOV for which a proposed settlement is less than $100, no settlement or penalty demands have been received to date with respect to the other NOVs. As the ultimate outcomes are uncertain, the Company cannot currently estimate the final amount or timing of their resolution. It is reasonably possible that SCAQMD, Cal/OSHA and/or the City of Torrance will assess penalties in the other matters in excess of $100 but any such amount is not expected to have a material impact on the Company’s financial position, results of operations or cash flows, individually or in the aggregate.
The Company’s operations and many of the products it manufactures are subject to certain specific requirements of the Clean Air Act (the “CAA”) and related state and local regulations. The CAA contains provisions that require capital expenditures for the installation of certain air pollution control devices at the Company’s refineries. Subsequent rule making authorized by the CAA or similar laws or new agency interpretations of existing rules, may necessitate additional expenditures in future years.
In 2010, New York State adopted a Low-Sulfur Heating Oil mandate that, beginning July 1, 2012, requires all heating oil sold in New York State to contain no more than 15 parts per million (“PPM”) sulfur. Since July 1, 2012, other 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

27
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

for Pennsylvania and Maryland - where less than 500 ppm sulfur is required). All of the heating oil the Company currently produces meets these specifications. The mandate and other requirements do not currently have a material impact on the Company’s financial position, results of operations or cash flows.
The EPA issued the final Tier 3 Gasoline standards on March 3, 2014 under the CAA. This final rule establishes more stringent vehicle emission standards and further reduces the sulfur content of gasoline starting in January 2017.  The new standard is set at 10 PPM sulfur in gasoline on an annual average basis starting January 1, 2017, with a credit trading program to provide compliance flexibility. The EPA responded to industry comments on the proposed rule and maintained the per gallon sulfur cap on gasoline at the existing 80 PPM cap. The refineries are complying with these new requirements as planned, either directly or using flexibility provided by sulfur credits generated or purchased in advance as an economic optimization. The standards set by the new rule are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
The EPA published the final 2014-2016 standards under the Renewable Fuels Standard (“RFS”) late in 2015 and issued final 2017 RFS standards in November 2016. In July 2017, the EPA issued proposed 2018 RFS standards that, while the Company is still reviewing, appear to slightly reduce renewable volume standards from final 2017 levels. It is not clear that renewable fuel producers will be able to produce the volumes of these fuels required for blending in accordance with the 2017 standards. The final 2017 cellulosic standard is at approximately 135% of the 2016 standard. It is likely that cellulosic RIN production will be lower than needed forcing obligated parties, such as the Company, to purchase cellulosic “waiver credits” to comply in 2017 (the waiver credit option by regulation is only available for the cellulosic standard). The advanced and total RIN requirements were raised (by 7% and 3%, respectively) above the original proposed level in May 2016. Production of advanced RINs has been below what is needed for compliance in 2016. Obligated parties, such as the Company, will likely be relying on the nesting feature of the biodiesel RIN to comply with the advanced standard in 2017. While the Company believes that total RIN production will be adequate for 2016 needs, the new 2017 standard will put obligated parties up against the E10 blendwall leaving little flexibility. Compliance in 2017 will likely rely on obligated parties drawing down the supply of excess RINs collectively known as the “RIN bank” and could tighten the RIN market potentially raising RIN prices further. The Company is supporting a proposal to change the point of obligation under the RFS program to the “blender” of renewable fuels, of which the new presidential administration may be supportive. Depending on how the new administration addresses this proposal and any future changes to the RFS 2 program, there could be a material impact on the Company’s cost of compliance with RFS 2.
In addition, on December 1, 2015 the EPA finalized revisions to an existing air regulation concerning Maximum Achievable Control Technologies (“MACT”) for Petroleum Refineries. The regulation requires additional continuous monitoring systems for eligible process safety valves relieving to atmosphere, minimum flare gas heat (Btu) content, and delayed coke drum vent controls to be installed by January 30, 2019. In addition, a program for ambient fence line monitoring for benzene will need to be implemented by January 30, 2018. The Company is currently evaluating the final standards to evaluate the impact of this regulation, and at this time does not anticipate it will have a material impact on the Company’s financial position, results of operations or cash flows.
The EPA published a Final Rule to the Clean Water Act (“CWA”) Section 316(b) in August 2014 regarding cooling water intake structures, which includes requirements for petroleum refineries. The purpose of this rule is to prevent fish from being trapped against cooling water intake screens (impingement) and to prevent fish from being drawn through cooling water systems (entrainment). Facilities will be required to implement Best Technology Available (“BTA”) as soon as possible, but state agencies have the discretion to establish implementation time lines. The Company continues to evaluate the impact of this regulation, and at this time does not anticipate it having a material impact on the Company’s financial position, results of operations or cash flows.
As a result of the Torrance Acquisition, the Company is subject to greenhouse gas emission control regulations in the state of California pursuant to Assembly Bill 32 (“AB32”). AB32 imposes a statewide cap on greenhouse gas emissions, including emissions from transportation fuels, with the aim of returning the state to 1990 emission levels by 2020. AB32 is implemented through two market mechanisms including the Low Carbon Fuel Standard (“LCFS”) and Cap and Trade, which was extended for an additional 10 years to 2030 in July 2017. The Company is responsible for the AB32 obligations related to the Torrance refinery beginning on July 1, 2016 and must purchase emission

28
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

credits to comply with these obligations. Additionally, in September 2016, the state of California enacted Senate Bill 32 (“SB32”) which further reduces greenhouse gas emissions targets to 40 percent below 1990 levels by 2030.
However, subsequent to the acquisition, the Company is recovering the majority of these costs from its customers, and as such does not expect this obligation to materially impact the Company’s financial position, results of operations, or cash flows. To the degree there are unfavorable changes to AB32 or SB32 regulations or the Company is unable to recover such compliance costs from customers, these regulations could have a material adverse effect on our financial position, results of operations and cash flows.
On February 15, 2017, the Company received a notification that EPA records indicated that PBF Holding used potentially invalid RINs that were in fact verified under the EPA’s RIN Quality Assurance Program (“QAP”) by an independent auditor as QAP A RINs. Under the regulations, use of potentially invalid QAP A RINs provided the user with an affirmative defense from civil penalties provided certain conditions are met. The Company has asserted the affirmative defense and if accepted by the EPA will not be required to replace these RINs and will not be subject to civil penalties under the program. It is reasonably possible that the EPA will not accept the Company’s defense and may assess penalties in these matters but any such amount is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
The Company is also currently subject to certain other existing environmental claims and proceedings. The Company believes that there is only a remote possibility that future costs related to any of these other known contingent liability exposures would have a material impact on its financial position, results of operations or cash flows.
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 generally obtains funding to pay its tax distributions by causing PBF Holding to distribute cash to PBF LLC and from distributions it receives from PBFX.

29
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

Tax Receivable Agreement
PBF Energy entered into a tax receivable agreement with the PBF LLC Series A and PBF LLC Series B Unit holdersunitholders (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’sEnergy Class A common stock and had PBF Energy not entered into the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless: (i) PBF Energy exercises its right to terminate the Tax Receivable Agreement, (ii) PBF Energy breaches any of its material obligations under the Tax Receivable Agreement or (iii) certain changes of control occur, in which case all obligations under the Tax Receivable Agreement will generally be accelerated and due as calculated under certain assumptions.
The payment obligations under the Tax Receivable Agreement are obligations of PBF Energy and not of PBF LLC, PBF Holding or PBFX.any of its subsidiaries. In general, PBF Energy expects to obtain funding for these annual payments from PBF LLC, primarily through tax distributions, which PBF LLC makes on a pro-rata basis to its owners. Such owners include PBF Energy, which holds a 96.6%99.3% interest in PBF LLC as of Septemberboth June 30, 2017 (96.5% as of2023 and December 31, 2016).2022. PBF LLC generally obtains funding to pay its tax distributions by causing PBF Holding to distribute cash to PBF LLC and from distributions it receives from PBFX.
As of Septemberboth June 30, 2017, the Company has2023 and December 31, 2022, PBF Energy recognized a liability forof $338.6 million related to the tax receivable agreement of $610,827 ($611,392 as of December 31, 2016)Tax Receivable Agreement obligation, reflecting the estimate of the undiscounted amounts that the CompanyPBF Energy expects to pay under the agreement.agreement, net of the impact of any deferred tax asset valuation allowance recognized in accordance with Financial Accounting Standard Board, Accounting Standard Codification (“ASC”) 740, Income Taxes. As of June 30, 2023, $61.1 million of the Tax Receivable Agreement obligation is recorded as a current liability and represents PBF Energy’s best estimate of payments to be made within a year. As future taxable income is recognized, increases in PBF Energy’s Tax Receivable Agreement liability may be necessary in conjunction with the revaluation of deferred tax assets. Refer to “Note 12 - Income Taxes” for more details.

11.
8. EQUITY
Noncontrolling Interest in PBF LLC
PBF Energy is the sole managing member of, and has a controlling interest in, PBF LLC. As the sole managing member of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF LLC and its subsidiaries. PBF Energy’s equity interest in PBF LLC was approximately 99.3% as of both June 30, 2023 and December 31, 2022.
PBF Energy consolidates the financial results of PBF LLC and its subsidiaries, and records a noncontrolling interest for the economic interest in PBF Energy held by the members of PBF LLC other than PBF Energy. Noncontrolling interest on the Condensed Consolidated Statements of Operations includes the portion of net income or loss attributable to the economic interest in PBF Energy held by the members of PBF LLC other than PBF Energy. Noncontrolling interest on the Condensed Consolidated Balance Sheets reflects the portion of net assets of PBF Energy attributable to the members of PBF LLC other than PBF Energy.
20
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The noncontrolling interest ownership percentages in PBF LLC as of December 31, 2022 and June 30, 2023 are calculated as follows:
Holders of PBF LLC Series A UnitsOutstanding Shares of PBF Energy Class A Common Stock
Total *
December 31, 2022910,457129,639,307130,549,764
0.7%99.3%100.0%
June 30, 2023910,457124,002,726124,913,183
0.7%99.3%100.0%
——————————
*    Assumes all of the holders of PBF LLC Series A Units exchange their PBF LLC Series A Units for shares of PBF Energy’s Class A common stock on a one-for-one basis.
Noncontrolling Interest in PBFX
PBF Energy, through its ownership of PBF LLC, consolidates the financial results of PBFX. Prior to the Merger Transaction which closed on November 30, 2022, PBF LLC held a 47.7% limited partner interest in PBFX with the remaining 52.3% limited partner interest owned by the public common unitholders. As of December 31, 2022, noncontrolling interest on the Consolidated Statements of Operations included the portion of net income or loss attributable to the economic interest in PBFX held by the public common unitholders of PBFX other than PBF Energy (through its ownership in PBF LLC) through November 30, 2022, and noncontrolling interest on the Consolidated Balance Sheets was eliminated. As of June 30, 2023, noncontrolling interest on the Condensed Consolidated Statements of Operations and noncontrolling interest on the Condensed Consolidated Balance Sheets were eliminated.
Noncontrolling Interest in PBF Holding
In connection with the acquisition of the Chalmette refinery, PBF Holding records noncontrolling interests in two subsidiaries of Chalmette Refining. PBF Holding, through Chalmette Refining, owns an 80% ownership interest in both Collins Pipeline Company and T&M Terminal Company. In the three and six months ended June 30, 2023, the Company recorded noncontrolling interest in the earnings of these subsidiaries of $0.1 million and $0.4 million, respectively. In the three and six months ended June 30, 2022, the Company recorded noncontrolling interest in the earnings of these subsidiaries of $(0.6) million and $(1.7) million, respectively.
21
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Changes in Equity and Noncontrolling Interests
The following tables summarize the changes in equity for the controlling and noncontrolling interests of PBF Energy for the six months ended June 30, 2023 and 2022, respectively:

(In millions)
PBF Energy Inc. EquityNoncontrolling
Interest in PBF LLC		Noncontrolling
Interest in PBF Holding		Total Equity
Balance at January 1, 2023$4,929.2 $114.6 $12.2 $5,056.0 
Comprehensive income1,402.5 13.4 0.4 1,416.3 
Dividends and distributions(51.3)(2.2)— (53.5)
Stock-based compensation expense13.7 — — 13.7 
Transactions in connection with stock-based compensation plans20.4 — — 20.4 
Treasury stock purchases(269.7)— — (269.7)
Other0.1 — — 0.1 
Balance at June 30, 2023$6,044.9 $125.8 $12.6 $6,183.3 
(In millions)PBF Energy Inc. EquityNoncontrolling
Interest in PBF LLC		Noncontrolling
Interest in PBF Holding		Noncontrolling
Interest in PBFX		Total Equity
Balance at January 1, 2022$1,926.2 $95.4 $12.2 $499.0 $2,532.8 
Comprehensive income (loss)1,181.0 12.2 (1.7)39.4 1,230.9 
Dividends and distributions— — — (20.1)(20.1)
Stock-based compensation expense13.2 — — 3.5 16.7 
Transactions in connection with stock-based compensation plans27.1 — — (1.3)25.8 
Effects of exchanges of PBF LLC Series A Units on deferred tax assets and liabilities and Tax Receivable Agreement obligation0.1 (0.1)— — — 
Other— — 0.4 — 0.4 
Balance at June 30, 2022$3,147.6 $107.5 $10.9 $520.5 $3,786.5 
Treasury Stock
On December 12, 2022, the Company’s Board of Directors authorized the repurchase of up to $500.0 million of PBF Energy's Class A common stock (as amended from time to time, the “Repurchase Program”). On May 3, 2023, the Company's Board of Directors approved an increase in the repurchase authorization amount under the Repurchase Program from $500.0 million to $1.0 billion and extended the program expiration date to December 2025. During the three months ended June 30, 2023, the Company purchased 2,663,591 shares for $100.0 million, inclusive of commissions paid. During the six months ended June 30, 2023, the Company purchased 6,710,877 shares for $267.6 million, inclusive of commissions paid.
These repurchases were made from time to time through various methods, including open market transactions, block trades, accelerated share repurchases, privately negotiated transactions or otherwise, certain of which have been effected through Rule 10b5-1 plans. The timing and number of shares repurchased depended on a variety of factors, including price, capital availability, legal requirements and economic and market conditions. The Company is not obligated to purchase any shares under the Repurchase Program, and repurchases could be suspended or discontinued at any time without prior notice.
22
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company records PBF Energy Class A common stock surrendered to cover income tax withholdings for certain directors and employees and others pursuant to the vesting of certain awards under the Company’s equity-based compensation plans as treasury shares.

9. DIVIDENDS AND DISTRIBUTIONS
With respect to dividends and distributions paid during the ninesix months ended SeptemberJune 30, 2017,2023, PBF LLC made aggregate non-tax quarterly distributions of $0.90$51.2 million, or $0.40 per unit to its members, of which $98,723$50.9 million was distributed pro-rata to PBF Energy and the balance was distributed to its other members. PBF Energy used this $98,723$50.9 million to pay quarterly cash dividends of $0.30$0.20 per share of Class A common stock on March 13, 2017,16, 2023 and May 31, 2017 and August 31, 2017.2023.


With respect to distributions paid during the nine months ended September 30, 2017, PBFX paid a distribution on outstanding common and subordinated units of $0.45 per unit on March 13, 2017, $0.46 on May 31, 2017 and $0.47 on August 31, 2017, of which $30,533 was distributed to PBF LLC and the balance was distributed to its public unit holders.


30
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

12.10. EMPLOYEE BENEFIT PLANS
The components of net periodic benefit cost related to the Company’s defined benefit plans consisted of the following:
(In millions)Three Months Ended June 30,Six Months Ended June 30,
Pension Benefits2023202220232022
Components of net periodic benefit cost:
Service cost$11.9 $13.9 $24.0 $27.8 
Interest cost4.6 1.9 8.9 3.9 
Expected return on plan assets(4.8)(4.3)(9.6)(8.7)
Net periodic benefit cost$11.7 $11.5 $23.3 $23.0 
(In millions)Three Months Ended June 30,Six Months Ended June 30,
Post-Retirement Medical Plan2023202220232022
Components of net periodic benefit cost:
Service cost$0.1 $0.2 $0.3 $0.4 
Interest cost0.1 0.2 0.3 0.3 
Amortization of prior service cost and actuarial loss— — — 0.1 
Net periodic benefit cost$0.2 $0.4 $0.6 $0.8 

23
  Three Months Ended 
 September 30,		 Nine Months Ended 
 September 30,
Pension Benefits 2017 2016 2017
2016
Components of net periodic benefit cost:        
Service cost $10,142
 $10,064
 $30,429
 $24,743
Interest cost 1,084
 772
 3,252
 2,323
Expected return on plan assets (1,441) (1,234) (4,325) (3,447)
Amortization of prior service cost 13
 13
 39
 39
Amortization of actuarial loss (gain) 113
 328
 339
 716
Net periodic benefit cost $9,911
 $9,943
 $29,734
 $24,374
  Three Months Ended 
 September 30,		 Nine Months Ended 
 September 30,
Post-Retirement Medical Plan 2017 2016 2017 2016
Components of net periodic benefit cost:        
Service cost $316
 $304
 $948
 $743
Interest cost 172
 131
 516
 398
Amortization of prior service cost 162
 161
 484
 379
Amortization of actuarial loss (gain) —
 —
 —
 —
Net periodic benefit cost $650
 $596
 $1,948
 $1,520


31
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

11. REVENUES
As described in “Note 15 - Segment Information”, the Company’s business consists of the Refining Segment and Logistics Segment. The following table provides information relating to the Company’s revenues for each product or group of similar products or services by segment for the periods presented.
Three Months Ended June 30,
(In millions)20232022
Refining Segment:
Gasoline and distillates$8,142.1 $12,520.9 
Asphalt and blackoils385.0 667.2 
Feedstocks and other349.8 451.9 
Chemicals174.2 291.2 
Lubricants97.3 132.8 
Total9,148.4 14,064.0 
Logistics Segment:
Logistics94.0 93.4 
Total revenues prior to eliminations9,242.4 14,157.4 
Elimination of intercompany revenues(84.8)(79.7)
Total Revenues$9,157.6 $14,077.7 
Six Months Ended June 30,
(In millions)20232022
Refining Segment:
Gasoline and distillates$16,374.7 $20,558.6 
Asphalt and blackoils788.2 1,126.1 
Feedstocks and other767.6 786.8 
Chemicals314.4 498.2 
Lubricants189.0 222.5 
Total Refining Revenue18,433.9 23,192.2 
Logistics Segment:
Logistics Revenue192.5 182.8 
Total revenue prior to eliminations18,626.4 23,375.0 
Elimination of intercompany revenue(173.8)(155.6)
Total Revenues$18,452.6 $23,219.4 
The majority of the Company’s revenues are generated from the sale of refined products. These revenues are largely based on the current spot (market) prices of the products sold, which represent consideration specifically allocable to the products being sold on a given day, and the Company recognizes those revenues upon delivery and transfer of title to the products to our customers. The time at which delivery and transfer of title occurs is the point when the Company’s control of the products is transferred to the Company’s customers and when its performance obligation to its customers is fulfilled. Delivery and transfer of title are specifically agreed to between the Company and customers within the contracts. The Company also has contracts which contain fixed pricing, tiered pricing, minimum volume features with makeup periods, or other factors that have not materially been affected by ASC 606, Revenue from Contracts with Customers.
24
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s Logistics segment revenues are generated by charging fees for crude oil and refined products terminaling, storage and pipeline services based on the greater of contractual minimum volume commitments, as applicable, or the delivery of actual volumes based on contractual rates applied to throughput or storage volumes. A majority of the Company’s logistics revenues are generated by intercompany transactions and are eliminated in consolidation.
Deferred Revenue
The Company records deferred revenue when cash payments are received or are due in advance of performance, including amounts which are refundable. Deferred revenue was $75.4 million and $40.6 million as of June 30, 2023 and December 31, 2022, respectively. Fluctuations in the deferred revenue balance are primarily driven by the timing and extent of cash payments received or due in advance of satisfying the Company’s performance obligations.
The Company’s payment terms vary by type and location of customers and the products offered. The period between invoicing and when payment is due is not significant (i.e. generally within two months). For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer.
25
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

12. INCOME TAXES
PBF Energy is required to file federal and applicable state corporate income tax returns and recognizes income taxes on its pre-tax income, which to-date has consisted primarily of its share of PBF LLC’s pre-tax income (approximately 99.3% as of both June 30, 2023 and December 31, 2022). PBF LLC is organized as a limited liability company and PBFX is a partnership, both of which are treated as “flow-through” entities for federal income tax purposes and therefore are not subject to federal income taxes apart from the income tax attributable to the two subsidiaries acquired in connection with the acquisition of Chalmette Refining and PBF Holding’s wholly-owned Canadian subsidiary, PBF Energy Limited, that are treated as C-Corporations for income tax purposes, with the tax provision calculated based on the effective tax rate for the periods presented.
Inflation Reduction Act
On August 16, 2022, the Inflation Reduction Act (“IRA”) was enacted and signed into law in the United States. The IRA is a budget reconciliation package that includes significant law changes relating to tax, climate change, energy, and health care. The tax provisions include, among other items, a corporate alternative minimum tax of 15%, an excise tax of 1% on corporate stock buy-backs, energy-related tax credits and incentives, and additional Internal Revenue Service funding. Based on the Company’s results over the past three fiscal years, the corporate alternative minimum tax is currently not applicable. The Company does not expect the other tax provisions of the IRA to have a material impact on its Condensed Consolidated Financial Statements.
The income tax provision in the PBF Energy Condensed Consolidated Statements of Operations consists of the following: 
Three Months Ended June 30,Six Months Ended June 30,
(In millions)2023202220232022
Current income tax expense$78.7 $65.0 $162.8 $65.0 
Deferred income tax expense269.2 66.3 311.6 60.2 
Total income tax expense$347.9 $131.3 $474.4 $125.2 
The income tax provision is based on earnings before taxes attributable to PBF Energy and excludes earnings before taxes attributable to noncontrolling interests as such interests are generally not subject to income taxes except as noted above. PBF Energy’s effective income tax rate for the three and six months ended June 30, 2023 was 25.4% and 25.3%, respectively. PBF Energy’s effective income tax rate for the three and six months ended June 30, 2022, was 9.8% and 9.6%, respectively.
PBF Energy’s effective income tax rate for the three and six months ended June 30, 2023, including the impact of income attributable to noncontrolling interests of $10.0 million and $13.8 million, respectively, was 25.2% and 25.1%, respectively. PBF Energy’s effective income tax rate for the three and six months ended June 30, 2022, including the impact of income attributable to noncontrolling interests of $32.1 million and $49.9 million, respectively, was 9.6% and 9.2%, respectively.
For the three and six months ended June 30, 2023, PBF Energy’s effective tax rate did not materially differ from the United States statutory rate, inclusive of state income taxes.
For the three and six months ended June 30, 2022, the difference between the United States statutory rate and PBF Energy’s effective tax rate was primarily attributable to changes in the deferred tax asset valuation allowance.
The Company has determined there are no material uncertain tax positions as of June 30, 2023. The Company does not have any unrecognized tax benefits.
26
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

13. FAIR VALUE MEASUREMENTS
The tables below present information about the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis and indicate the fair value hierarchy of the inputs utilized to determine the fair values as of SeptemberJune 30, 20172023 and December 31, 2016.2022.
We haveThe Company has elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty; however, fair value amounts by hierarchy level are presented on a gross basis in the tables below. We haveThe Company has posted cash margin with various counterparties to support hedging and trading activities. The cash margin posted is required by counterparties as collateral deposits and cannot be offset against the fair value of open contracts except in the event of default. We haveThe Company has no derivative contracts that are subject to master netting arrangements that are reflected gross on the balance sheet.Condensed Consolidated Balance Sheets.
As of June 30, 2023
Fair Value HierarchyTotal Gross Fair ValueEffect of Counter-party NettingNet Carrying Value on Balance Sheet
(In millions)Level 1Level 2Level 3
Assets:
Money market funds$130.1 $— $— $130.1 N/A$130.1 
Commodity contracts20.3 33.8 11.9 66.0 (49.4)16.6 
Derivatives included within inventory intermediation agreement obligations— 16.6 — 16.6 — 16.6 
Liabilities:
Commodity contracts13.4 36.0 — 49.4 (49.4)— 
Catalyst obligations— 2.7 — 2.7 — 2.7 
Renewable energy credit and emissions obligations— 792.3 — 792.3 — 792.3 
Contingent consideration obligation— — 29.4 29.4 — 29.4 
As of December 31, 2022
Fair Value HierarchyTotal Gross Fair ValueEffect of Counter-party NettingNet Carrying Value on Balance Sheet
(In millions)Level 1Level 2Level 3
Assets:
Money market funds$110.0 $— $— $110.0 N/A$110.0 
Commodity contracts33.8 15.7 — 49.5 (35.6)13.9 
Derivatives included within inventory intermediation agreement obligations— 25.1 — 25.1 — 25.1 
Liabilities:
Commodity contracts20.6 11.8 3.2 35.6 (35.6)— 
Catalyst obligations— 4.0 — 4.0 — 4.0 
Renewable energy credit and emissions obligations— 1,361.1 — 1,361.1 — 1,361.1 
Contingent consideration obligation— — 147.3 147.3 — 147.3 
27
 As of September 30, 2017
 Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet
 Level 1 Level 2 Level 3  
Assets:           
Money market funds$24,829
 $—
 $—
 $24,829
 N/A
 $24,829
Commodity contracts18,257
 4,248
 —
 22,505
 (22,505) —
Liabilities:           
Commodity contracts11,671
 15,850
 —
 27,521
 (22,505) 5,016
Catalyst lease obligations—
 46,981
 —
 46,981
 —
 46,981
Derivatives included with inventory intermediation agreement obligations—
 20,601
 —
 20,601
 —
 20,601
 As of December 31, 2016
 Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet
 Level 1 Level 2 Level 3 
Assets:           
Money market funds$342,837
 $—
 $—
 $342,837
 N/A
 $342,837
Marketable securities40,024
 —
 —
 40,024
 N/A
 40,024
Commodity contracts948
 35
 —
 983
 (983) —
Derivatives included with inventory intermediation agreement obligations—
 6,058
 —
 6,058
 —
 6,058
Liabilities:           
Commodity contracts859
 3,548
 84
 4,491
 (983) 3,508
Catalyst lease obligations—
 45,969
 —
 45,969
 —
 45,969

32
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

The valuation methods used to measure financial instruments at fair value are as follows:
•Money market funds categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted market prices and included within Cash and cash equivalents.
Marketable securities, consisting primarily of US Treasury securities, categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted market prices.
•The commodity contracts categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted prices in an active market. The commodity contracts categorized in Level 2 of the fair value hierarchy are measured at fair value using a market approach based upon future commodity prices for similar instruments quoted in active markets.
•The derivatives included with inventory intermediation agreement obligations and the catalyst obligations are categorized in Level 2 of the fair value hierarchy and are measured at fair value using a market approach based upon commodity prices for similar instruments quoted in active markets.
•Renewable energy credit and emissions obligations primarily represent the Company’s liability for the purchase of (i) biofuel credits (primarily RINs in the U.S.) needed to satisfy its obligation to blend biofuels into the products the Company produces and (ii) emission credits under the AB 32 and similar programs (collectively, the cap-and-trade systems). To the degree the Company is unable to blend biofuels (such as ethanol and biodiesel) at percentages required under the biofuel programs, it must purchase biofuel credits to comply with these programs. Under the cap-and-trade systems, it must purchase emission credits to comply with these systems. The liability for environmental credits is in part based on the Company’s deficit for such credits as of the balance sheet date, if any, after considering any credits acquired, and is equal to the product of the credits deficit and the market price of these credits as of the balance sheet date. To the extent that the Company has a better estimate of the cost at which it settle its obligation, such as agreements to purchase RINs at prices other than the current spot price, the Company considers those costs in valuing the remaining obligation. The environmental credit obligations are categorized in Level 2 of the fair value hierarchy and the Company measured at fair value using a market approach based on quoted prices from an independent pricing service.
•When applicable, commodity contracts categorized in Level 3 of the fair value hierarchy consist ofcommodity 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 wereare derived using broker quotes, prices from other third partythird-party sources and other available market based data.
•The derivatives included with inventory intermediation agreement obligationscontingent consideration obligation at June 30, 2023 and the catalyst lease obligations areDecember 31, 2022 is categorized in Level 23 of the fair value hierarchy and are measured at fair valueis estimated using a market approachdiscounted cash flow models based upon commodity prices for similar instruments quoted in active markets.

on management’s estimate of the future cash flows related to the earn-out periods.
Non-qualified pension plan assets are measured at fair value using a market approach based on published net asset values of mutual funds as a practical expedient. As of SeptemberJune 30, 20172023 and December 31, 2016, $9,6422022, $18.8 million and $9,440,$18.6 million, respectively, were included within Deferred charges and other assets, net for these non-qualified pension plan assets.
The table below summarizes the changes in fair value measurements of commodity contracts categorized in Level 3 of the fair value hierarchy:
28
  Three Months Ended 
 September 30,		 Nine Months Ended 
 September 30,
  2017 2016 2017 2016
Balance at beginning of period $—
 $493
 $(84) $3,543
Purchases —
 —
 —
 —
Settlements —
 (90) 45
 (1,093)
Unrealized gain (loss) included in earnings —
 (21) 39
 (2,068)
Transfers into Level 3 —
 —
 —
 —
Transfers out of Level 3 —
 —
 —
 —
Balance at end of period $—
 $382
 $—
 $382

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

33
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

The table below summarizes the changes in fair value measurements categorized in Level 3 of the fair value hierarchy, which primarily includes the change in estimated future earnings related to the Martinez Contingent Consideration:
Three Months Ended June 30,Six Months Ended June 30,
(In millions)2023202220232022
Balance at beginning of period$123.4 $80.0 $150.5 $32.3 
Additions— — — — 
Settlements(78.2)— (83.6)(2.6)
Unrealized (gain) loss included in earnings(27.7)77.6 (49.4)127.9 
Balance at end of period$17.5 $157.6 $17.5 $157.6 
There were no transfers between levels during the three and six months ended June 30, 2023 or the three and six months ended June 30, 2022.
Fair value of debt
The table below summarizes the faircarrying value and carryingfair value of debt as of SeptemberJune 30, 20172023 and December 31, 2016.2022.
 September 30, 2017 December 31, 2016
 
Carrying
value
 
Fair
 value
 
Carrying
 value
 
Fair
value
Senior secured notes due 2020 (a)$—
 $—
 $670,867
 $696,098
Senior notes due 2023 (a) (d)500,000
 514,575
 500,000
 498,801
Senior notes due 2025 (a)725,000
 740,982
 —
 —
PBFX Senior Notes (a)350,000
 362,148
 350,000
 346,135
PBFX Term Loan (b)—
 —
 39,664
 39,664
PBF Rail Term Loan (b)30,041
 30,041
 35,000
 35,000
Catalyst leases (c)46,981
 46,981
 45,969
 45,969
PBFX Revolving Credit Facility (b)189,200
 189,200
 189,200
 189,200
Revolving Loan (b)350,000
 350,000
 350,000
 350,000
 2,191,222
 2,233,927
 2,180,700
 2,200,867
Less - Current maturities—
 —
 39,664
 39,664
Less - Unamortized deferred financing costs32,885
 n/a
 32,466
 n/a
Long-term debt$2,158,337
 $2,233,927
 $2,108,570
 $2,161,203

June 30, 2023December 31, 2022
(In millions)
Carrying
value
Fair
 value
Carrying
 value
Fair
value
2028 Senior Notes (a)$801.6 $747.9 $801.6 $703.7 
2025 Senior Notes (a)664.5 664.6 664.5 656.0 
PBFX 2023 Senior Notes (a)— — 525.0 525.1 
Catalyst financing arrangements (b)2.7 2.7 4.0 4.0 
1,468.8 1,415.2 1,995.1 1,888.8 
Less - Current debt— — (524.2)(524.2)
Unamortized premium— n/a0.2 n/a
Less - Unamortized deferred financing costs(27.3)n/a(36.2)n/a
Long-term debt$1,441.5 $1,415.2 $1,434.9 $1,364.6 
(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 outstanding senior secured notes, senior notes and the PBFX Senior 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.
(c) Catalyst leasesfinancing arrangements are valued using a market approach based upon commodity prices for similar instruments quoted in active markets and are categorized as a Level 2 measurement. The Company has elected the fair value option for accounting for its catalyst lease repurchase obligations as the Company’s liability is directly impacted by the change in fair value of the underlying catalyst.
(d) As discussed in “Note 7 - Debt”, these notes became unsecured following the Collateral Fall-Away Event on May 30, 2017.

29
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

14. DERIVATIVES
The Company uses derivative instruments to mitigate certain exposures to commodity price risk. The Company entered into the A&RThird Inventory Intermediation AgreementsAgreement that contain purchase obligations for certain volumes of crude oil, intermediates and refined products. The purchase obligations related to crude oil, intermediates and refined products under these agreements are derivative instruments that have been designated as fair value hedges in order to hedge the commodity price volatility of certain refinery inventory. The fair value of these purchase obligation derivatives is based on market prices of the underlying crude oil, intermediates and refined products. The level of activity for these derivatives is based on the level of operating inventories.
As of SeptemberJune 30, 2017,2023 and December 31, 2022, there were 3,306,1541,896,752 and 1,945,994 barrels of crude oil and feedstocks outstanding under these derivative instruments designated as fair value hedges, respectively. As of June 30, 2023, there were 1,360,170 barrels of intermediates and refined products (2,942,348(780,734 barrels at December 31, 2016)2022) outstanding under these derivative instruments designated as fair value hedges. These volumes represent the notional value of the contract.

34
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

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 SeptemberJune 30, 2017,2023, there were 37,496,00017,689,000 barrels of crude oil and 8,163,00011,686,400 barrels of refined products (5,950,000(17,890,000 and 2,831,000,12,175,200, respectively, as of December 31, 2016)2022), outstanding under short and long term commodity derivative contracts not designated as hedges representing the notional value of the contracts.
The Company also uses derivative instruments to mitigate the risk associated with the price of credits needed to comply with various governmental and regulatory environmental compliance programs. For such contracts that represent derivatives, the Company elects the normal purchase normal sale exception under ASC 815, Derivatives and Hedging, and therefore does not record them at fair value.
The following tables provide information aboutregarding the fair values of these derivative instruments as of SeptemberJune 30, 20172023 and December 31, 20162022, and the line items in the condensed consolidated balance sheetCondensed Consolidated Balance Sheets in which the fair values are reflected.
Description
Balance Sheet Location		Fair Value
Asset/(Liability)
(in millions)
Derivatives designated as hedging instruments:
June 30, 2023:
Derivatives included within the inventory intermediation agreement obligationsAccrued expenses$16.6 
December 31, 2022:
Derivatives included within the inventory intermediation agreement obligationsAccrued expenses$25.1 
Derivatives not designated as hedging instruments:
June 30, 2023:
Commodity contractsAccounts receivable$16.6 
December 31, 2022:
Commodity contractsAccounts receivable$13.9 
Description

Balance Sheet Location
Fair Value
Asset/(Liability)
Derivatives designated as hedging instruments:  
September 30, 2017:  
Derivatives included with the inventory intermediation agreement obligationsAccrued expenses$(20,601)
December 31, 2016:  
Derivatives included with the inventory intermediation agreement obligationsAccrued expenses$6,058
   
Derivatives not designated as hedging instruments:  
September 30, 2017:  
Commodity contractsAccrued expenses$(5,016)
December 31, 2016:  
Commodity contractsAccrued expenses$3,508


35
30
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

The following table provides information about theregarding gains or losses recognized in income on these derivative instruments and the line items in the condensed consolidated statementsCondensed Consolidated Statements of operationsOperations in which such gains and losses are reflected.
Description
Location of Gain or (Loss) Recognized in
 Income on Derivatives
Gain or (Loss)
Recognized in
Income on Derivatives
Derivatives designated as hedging instruments:  
For the three months ended September 30, 2017:  
Derivatives included with the inventory intermediation agreement obligations
Cost of products and other

$(29,766)
For the three months ended September 30, 2016:  
Derivatives included with the inventory intermediation agreement obligations
Cost of products and other

$(3,145)
For the nine months ended September 30, 2017:  
Derivatives included with the inventory intermediation agreement obligations
Cost of products and other

$(26,659)
For the nine months ended September 30, 2016:  
Derivatives included with the inventory intermediation agreement obligations
Cost of products and other

$(29,317)
   
Derivatives not designated as hedging instruments:  
For the three months ended September 30, 2017:  
Commodity contracts
Cost of products and other

$(17,291)
For the three months ended September 30, 2016:  
Commodity contracts
Cost of products and other

$(15,559)
For the nine months ended September 30, 2017:  
Commodity contracts
Cost of products and other

$(2,606)
For the nine months ended September 30, 2016:  
Commodity contracts
Cost of products and other

$(54,646)
   
Hedged items designated in fair value hedges:  
For the three months ended September 30, 2017:  
Intermediate and refined product inventory
Cost of products and other

$29,766
For the three months ended September 30, 2016:  
Intermediate and refined product inventory
Cost of products and other

$3,145
For the nine months ended September 30, 2017:  
Intermediate and refined product inventory
Cost of products and other

$26,659
For the nine months ended September 30, 2016:  
Intermediate and refined product inventory
Cost of products and other

$29,317

Description
Location of Gain or (Loss) Recognized in
 Income on Derivatives
Gain or (Loss)
Recognized in
Income on Derivatives
(in millions)
Derivatives designated as hedging instruments:
For the three months ended June 30, 2023:
Derivatives included within the inventory intermediation agreement obligationsCost of products and other$(12.7)
For the three months ended June 30, 2022:
Derivatives included within the inventory intermediation agreement obligationsCost of products and other$(37.3)
For the six months ended June 30, 2023:
Derivatives included within the inventory intermediation agreement obligationsCost of products and other$(8.5)
For the six months ended June 30, 2022:
Derivatives included within the inventory intermediation agreement obligationsCost of products and other$3.4 
Derivatives not designated as hedging instruments:
For the three months ended June 30, 2023:
Commodity contractsCost of products and other$23.3 
For the three months ended June 30, 2022:
Commodity contractsCost of products and other$(25.2)
For the six months ended June 30, 2023:
Commodity contractsCost of products and other$38.1 
For the six months ended June 30, 2022:
Commodity contractsCost of products and other$(52.1)
Hedged items designated in fair value hedges:
For the three months ended June 30, 2023:
Crude oil, intermediate and refined product inventoryCost of products and other$12.7 
For the three months ended June 30, 2022:
Crude oil, intermediate and refined product inventoryCost of products and other$37.3 
For the six months ended June 30, 2023:
Crude oil, intermediate and refined product inventoryCost of products and other$8.5 
For the six months ended June 30, 2022:
Crude oil, intermediate and refined product inventoryCost of products and other$(3.4)
The Company had no ineffectiveness related to the Company’s fair value hedges for the three and ninesix months ended SeptemberJune 30, 20172023 or 2016.


the three and six months ended June 30, 2022.
36
31
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

15. SEGMENT INFORMATION
The Company’s operations are organized into two reportable segments, Refining and Logistics. Operations that are not included in the Refining andor Logistics segments are included in Corporate. Intersegment transactions are eliminated in the consolidated financial statementsCondensed Consolidated Financial Statements and are included in Eliminations.the Eliminations column below.
Refining
The Company’s Refining Segmentsegment includes the operations of its fivesix refineries, including certain related logistics assets that are not owned by PBFX. The Company’s refineries are located in Toledo, Ohio, Delaware City, Delaware, Paulsboro, New Jersey, New Orleans,Toledo, Ohio, Chalmette, Louisiana, Torrance, California and Torrance,Martinez, California. The refineries produce unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. The Company purchases crude oil, other feedstocks and blending components from various third-party suppliers. The Company sells products throughout the Northeast, Midwest, Gulf Coast and West Coast of the United States, as well as in other regions of the United States, Canada and Canada,Mexico, and is able to ship products to other international destinations.
Logistics
The Company formedCompany’s Logistics segment is comprised of PBFX, a publicly traded master limited partnership, formed to own or lease, operate, develop and acquire crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets. PBFX’s assets primarily consist of rail and truck terminals and unloading racks, tank farms and pipelines that were acquired from or contributed by PBF LLC and are located at, or nearby, the Company’s refineries. PBFX provides various rail, truck and marine terminaling services, pipeline transportation services and storage services to PBF Holding and/or its subsidiaries and third partythird-party customers through fee-based commercial agreements. PBFX currently does not generate significant third party revenuethird-party revenues and intersegment related-party revenues are eliminated in consolidation. From a PBF Energy perspective, the Company’s chief operating decision maker evaluates the Logistics segment as a whole without regard to any of PBFX’s individual operating segments.
The Company evaluates the performance of its segments based primarily on income from operations. Income from operations includes those revenues and expenses that are directly attributable to management of the respective segment. The Logistics segment’s revenues include intersegment transactions with the Company’s Refining segment at prices the Company believes are substantially equivalent to the prices that could have been negotiated with unaffiliated parties with respect to similar services. Activities of the Company’s business that are not included in the two operating segments are included in Corporate. Such activities consist primarily of corporate staff operations and other items that are not specific to the normal operations of the two operating segments. The Company does not allocate non-operating income and expense items, including income taxes, to the individual segments. The RefineryRefining segment’s operating subsidiaries and PBFX are primarily pass-through entities with respect to income taxes.
Total assets of each segment consist of property, plant and equipment, inventories, cash and cash equivalents, accounts receivablesreceivable and other assets directly associated with the segment’s operations. Corporate assets consist primarily of deferred tax assets,the Company’s equity method investment in SBR, non-operating property, plant and equipment and other assets not directly related to the Company’s refinery and logisticlogistics operations.
Disclosures regarding the Company’s reportable segments with reconciliations to consolidated totals for the three and ninesix months ended SeptemberJune 30, 20172023 and SeptemberJune 30, 20162022 are presented below. In connection with the contribution by PBF LLC of the limited liability interests of PNGPC to PBFX, the accompanying segment information has been retrospectively adjusted to include the historical results of PNGPC in the Logistics segment for all periods presented prior to such contribution.

37
32
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

Three Months Ended June 30, 2023
(In millions)RefiningLogisticsCorporate EliminationsConsolidated Total
Revenues$9,148.4 $94.0 $— $(84.8)$9,157.6 
Depreciation and amortization expense133.0 9.2 2.3 — 144.5 
Income from operations (1)
455.6 51.9 881.7 — 1,389.2 
Interest expense, net(6.9)0.1 20.6 — 13.8 
Capital expenditures (2)
362.1 2.4 2.5 — 367.0 
Three months ended June 30, 2022
RefiningLogisticsCorporate EliminationsConsolidated Total
Revenues$14,064.0 $93.4 $— $(79.7)$14,077.7 
Depreciation and amortization expense111.0 9.1 1.9 — 122.0 
Income (loss) from operations1,883.4 49.3 (226.1)— 1,706.6 
Interest expense, net5.5 10.2 69.8 — 85.5 
Capital expenditures (2)
207.4 1.7 2.3 — 211.4 
Six Months Ended June 30, 2023
RefiningLogisticsCorporateEliminationsConsolidated Total
Revenues$18,433.9 $192.5 $— $(173.8)$18,452.6 
Depreciation and amortization expense265.9 18.2 4.2 — 288.3 
Income from operations (1)
981.3 101.6 838.7 — 1,921.6 
Interest (income) expense, net(11.0)3.8 39.7 — 32.5 
Capital expenditures (2)
741.3 5.1 3.7 — 750.1 
Six Months Ended June 30, 2022
RefiningLogisticsCorporate EliminationsConsolidated Total
Revenues$23,192.2 $182.8 $— $(155.6)$23,219.4 
Depreciation and amortization expense219.8 18.6 3.8 — 242.2 
Income (loss) from operations2,029.5 95.7 (327.6)— 1,797.6 
Interest expense, net8.6 20.3 135.0 — 163.9 
Capital expenditures (2)
430.5 3.1 3.3 — 436.9 
Balance at June 30, 2023
RefiningLogisticsCorporate EliminationsConsolidated Total
Total assets (3)
$12,270.6 $817.1 $983.2 $(36.7)$14,034.2 
Balance at December 31, 2022
RefiningLogisticsCorporate EliminationsConsolidated Total
Total assets$12,587.9 $863.1 $136.3 $(38.2)$13,549.1 
(1) Income from operations within Corporate for the three and six months ended June 30, 2023 includes $968.9 million related to the gain on formation of SBR equity method investment.
(2) For the three and six months ended June 30, 2023, the Company’s refining segment includes $107.4 million and $265.3 million, respectively, of capital expenditures related to the Renewable Diesel Facility. For the three and six months ended June 30, 2022, the Company’s refining segment included $52.0 million and $92.0 million, respectively, of capital expenditures related to the Renewable Diesel Facility.
(3) Corporate assets include the Company’s Equity method investment in SBR of $927.5 million.

33
 Three Months Ended September 30, 2017
 Refining Logistics Corporate Eliminations Consolidated Total
Revenues$5,475,815
 $65,494
 $—
 $(62,358) $5,478,951
Depreciation and amortization expense70,338
 5,610
 2,572
 —
 78,520
Income (loss) from operations (1)607,848
 40,420
 (57,312) (3,799) 587,157
Interest expense, net1,180
 7,748
 28,062
 —
 36,990
Capital expenditures165,659
 15,056
 562
 —
 181,277
 Three Months Ended September 30, 2016
 Refining Logistics Corporate Eliminations Consolidated Total
Revenues$4,508,613
 $48,433
 $—
 $(43,842) $4,513,204
Depreciation and amortization expense49,347
 5,347
 1,342
 —
 56,036
Income (loss) from operations (1)149,282
 25,763
 (43,714) (1,621) 129,710
Interest expense, net713
 7,696
 30,118
 —
 38,527
Capital expenditures (2)1,084,579
 4,603
 4,337
 —
 1,093,519
 Nine Months Ended September 30, 2017
 Refining Logistics Corporate Eliminations Consolidated Total
Revenues$15,239,264
 $188,300
 $—
 $(176,915) $15,250,649
Depreciation and amortization expense181,128
 16,672
 10,355
 —
 208,155
Income (loss) from operations (1)517,045
 111,478
 (140,603) (11,218) 476,702
Interest expense, net3,433
 23,618
 87,820
 —
 114,871
Capital expenditures (3)575,530
 71,441
 2,971
 —
 649,942
 Nine Months Ended September 30, 2016
 Refining Logistics Corporate  Eliminations Consolidated Total
Revenues$11,164,571
 $125,641
 $—
 $(118,356) $11,171,856
Depreciation and amortization expense149,069
 9,543
 4,417
 —
 163,029
Income (loss) from operations (1)403,630
 75,317
 (118,270) (1,621) 359,056
Interest expense, net2,827
 22,559
 86,608
 —
 111,994
 Capital expenditures (2)1,311,248
 106,416
 16,596
 —
 1,434,260
 Balance at September 30, 2017
 Refining Logistics Corporate  Eliminations Consolidated Total
Total assets (4)$6,953,916
 $754,477
 $327,109
 $(36,045) $7,999,457
 Balance at December 31, 2016
 Refining Logistics Corporate  Eliminations Consolidated Total
Total assets (4)$6,419,950
 $756,861
 $482,979
 $(37,863) $7,621,927
(1)The Logistics segment includes 100% of the income from operations of TVPC as TVPC is consolidated by PBFX. PBFX records net income attributable to noncontrolling interest for the 50% equity interest in TVPC held by PBF Holding. PBF Holding (included in the Refining segment) records equity income in investee related to its 50% noncontrolling ownership interest in TVPC. For the purposes of the consolidated PBF Energy financial statements, PBF Holding’s equity income in investee and PBFX’s net income attributable to noncontrolling interest eliminate in consolidation.

38
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

(2)The Refining segment includes capital expenditures of $971,932 related to the acquisition of the Torrance refinery and related logistic assets that was completed in the third quarter of 2016. Additionally, the Refining segment includes capital expenditures of $2,659 for the working capital settlement related to the acquisition of the Chalmette refinery that was finalized in the first quarter of 2016.
(3)The Logistics segment includes capital expenditures of $10,097 for the acquisition of the Toledo Terminal by PBFX on April 17, 2017.
(4)The Logistics segment includes 100% of the assets of TVPC as TVPC is consolidated by PBFX. PBFX records a noncontrolling interest for the 50% equity interest in TVPC held by PBF Holding. PBF Holding (included in the Refining segment) records an equity investment in TVPC reflecting its noncontrolling ownership interest. For the purposes of the consolidated PBF Energy financial statements, PBFX’s noncontrolling interest in TVPC and PBF Holding’s equity investment in TVPC eliminate in consolidation.


39
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

16. NET INCOME PER SHARE OF PBF ENERGY
The Company grants certain equity-based compensation awards to employees and non-employee directors that are considered to be participating securities. Due to the presence of participating securities, the Company has calculated net income (loss) per share of PBF Energy Class A common stock using the two-class method.
The following table sets forth the computation of basic and diluted net income per share of PBF Energy Class A common stock attributable to PBF Energy:Energy for the periods presented:
(in millions, except share and per share amounts)Three Months Ended June 30,Six Months Ended June 30,
Basic Earnings Per Share:2023202220232022
Allocation of earnings:
Net income attributable to PBF Energy Inc. stockholders$1,020.4 $1,203.7 $1,402.5 $1,182.6 
Less: Income allocated to participating securities— — — — 
Income available to PBF Energy Inc. stockholders - basic$1,020.4 $1,203.7 $1,402.5 $1,182.6 
Denominator for basic net income per Class A common share - weighted average shares125,288,452 121,268,354 127,028,449 120,886,059 
Basic net income attributable to PBF Energy per Class A common share$8.14 $9.93 $11.04 $9.78 
Diluted Earnings Per Share:
Numerator:
Income available to PBF Energy Inc. stockholders - basic$1,020.4 $1,203.7 $1,402.5 $1,182.6 
Plus: Net income attributable to noncontrolling interest (1)
9.9 12.2 13.4 12.2 
Less: Income tax expense on net income attributable to noncontrolling interest (1)
(2.6)(3.2)(3.5)(3.2)
Numerator for diluted net income per PBF Energy Class A common share - net income attributable to PBF Energy Inc. stockholders (1)
$1,027.7 $1,212.7 $1,412.4 $1,191.6 
Denominator:(1)
Denominator for basic net income per PBF Energy Class A common share-weighted average shares125,288,452 121,268,354 127,028,449 120,886,059 
Effect of dilutive securities:(2)
Conversion of PBF LLC Series A Units910,457 923,334 910,457 925,649 
Common stock equivalents4,247,093 3,466,358 4,489,701 2,599,837 
Denominator for diluted net income per PBF Energy Class A common share-adjusted weighted average shares130,446,002 125,658,046 132,428,607 124,411,545 
Diluted net income attributable to PBF Energy Inc. stockholders per PBF Energy Class A common share$7.88 $9.65 $10.67 $9.58 

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 Three Months Ended 
 September 30,		 Nine Months Ended 
 September 30,
Basic Earnings Per Share:2017 2016 2017 2016
Allocation of earnings:       
Net income attributable to PBF Energy Inc. stockholders$314,365
 $42,111
 $173,625
 $116,253
Less: Income allocated to participating securities272
 —
 811
 —
Income available to PBF Energy Inc. stockholders - basic$314,093
 $42,111
 $172,814
 $116,253
Denominator for basic net income per Class A common share - weighted average shares109,724,595
 97,825,357
 109,634,921
 97,823,708
Basic net income attributable to PBF Energy per Class A common share$2.86
 $0.43
 $1.58
 $1.19
        
Diluted Earnings Per Share:       
Numerator:       
Income available to PBF Energy Inc. stockholders - basic$314,093
 $42,111
 $172,814
 $116,253
Plus: Net income attributable to noncontrolling interest (1)
18,137
 3,797
 9,677
 10,755
Less: Income tax expense on net income attributable to noncontrolling interest (1)
(7,139) (1,504) (3,809) (4,259)
Numerator for diluted net income per Class A common share - net income attributable to PBF Energy Inc. stockholders (1)
$325,091
 $44,404
 $178,682
 $122,749
        
Denominator(1):
       
Denominator for basic net income per Class A common share-weighted average shares109,724,595
 97,825,357
 109,634,921
 97,823,708
Effect of dilutive securities:       
Conversion of PBF LLC Series A Units (1)
3,825,508
 4,966,632
 3,832,464
 4,956,853
Common stock equivalents (2)
332,137
 343,810
 324,157
 430,356
Denominator for diluted net income per Class A common share-adjusted weighted average shares113,882,240
 103,135,799
 113,791,542
 103,210,917
Diluted net income attributable to PBF Energy Inc. stockholders per Class A common share$2.85
 $0.43
 $1.57
 $1.19
__________       
(1)The diluted earnings per share calculation generally assumes the conversion of all outstanding PBF LLC Series A Units to Class A common stock of PBF Energy. The net income attributable to PBF Energy, used in the numerator of the diluted earnings per share calculation is adjusted to reflect the net income, as well as the corresponding income tax expense (based on a 39.4% statutory tax rate for

40
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

both(1)    The diluted earnings per share calculation generally assumes the conversion of all outstanding PBF LLC Series A Units to PBF Energy Class A common stock. The net income (loss) attributable to PBF Energy used in the numerator of the diluted earnings per share calculation is adjusted to reflect the net income (loss), as well as the corresponding income tax expense (benefit) (based on a 26.0% estimated annualized statutory corporate tax rate for the three and ninesix months ended SeptemberJune 30, 20172023 and 39.6%a 25.9% estimated annualized statutory corporate tax rate for both the three and ninesix months ended SeptemberJune 30, 2016)2022), attributable to the converted units.

(2)Represents an adjustment to weighted-average diluted shares outstanding to assume the full exchange of common stock equivalents, including options and warrants for PBF LLC Series A Units and options for shares of PBF Energy Class A common stock as calculated under the treasury stock method (to the extent the impact of such exchange would not be anti-dilutive). Common stock equivalents exclude the effects of options and warrants to purchase 6,484,650 and 6,554,650 shares of PBF Energy Class A common stock and PBF LLC Series A units because they are anti-dilutive for the three and nine months ended September 30, 2017, respectively. Common stock equivalents excludes the effects of options and warrants to purchase 5,161,125 and 4,364,250 shares of PBF Energy Class A common stock because they are anti-dilutive for the three and nine months ended September 30, 2016, respectively.

(2)    Represents an adjustment to weighted-average diluted shares outstanding to assume the full exchange of common stock equivalents, including options and warrants for PBF LLC Series A Units and performance share units and options for shares of PBF Energy Class A common stock as calculated under the treasury stock method (to the extent the impact of such exchange would not be anti-dilutive). Common stock equivalents exclude the effects of performance share units and options and warrants to purchase 1,057,673 and 1,130,197 shares of PBF Energy Class A common stock and PBF LLC Series A units because they are anti-dilutive for the three and six months ended June 30, 2023, respectively. Common stock equivalents exclude the effects of performance share units and options and warrants to purchase 3,539,238 and 7,934,448 shares of PBF Energy Class A common stock and PBF LLC Series A units because they are anti-dilutive for the three and six months ended June 30, 2022, respectively. For periods showing a net loss, all common stock equivalents and unvested restricted stock are considered anti-dilutive.

17. SUBSEQUENT EVENTS
Dividend Declared
On November 2, 2017, the CompanyAugust 3, 2023, PBF Energy announced a dividend of $0.30$0.20 per share on outstanding PBF Energy Class A common stock. The dividend is payable on November 29, 2017August 31, 2023 to PBF Energy Class A common stockholders of record at the close of business on November 13, 2017.August 17, 2023.
PBFX DistributionsShare Repurchases
From July 1, 2023 through August 2, 2023, the Company purchased an additional 443,815 shares of PBF Energy’s Class A common stock under the Repurchase Program for $17.7 million, inclusive of commissions paid.
Early Termination of the Inventory Intermediation Agreement
On November 2, 2017, the Board of Directors of PBF GP announced a distribution of $0.48 per unit on outstanding common units of PBFX. The distribution is payable on November 29, 2017 to PBFX unit holders of record at the close of business on November 13, 2017.
PBFX Senior Notes Offering
On October 6, 2017, PBFX issued $175,000July 31, 2023, in aggregate principal amount of 6.875% Senior Notes due 2023 (the “new PBFX 2023 Senior Notes”). These new PBFX 2023 Senior Notes were issued under the indenture governing the 6.875% Senior Notes issued on May 12, 2015 (the “existing PBFX 2023 Senior Notes” and, togetherconjunction with the new PBFX 2023 Senior Notes, the “PBFX 2023 Senior Notes”). The new PBFX 2023 Senior notes are expected to be treated as a single series with the existing PBFX 2023 Senior Notes and will have the same terms as those existing notes except that (i) the new PBFX 2023 Senior Notes are subject to a separate registration rights agreement and (ii) the new PBFX 2023 Senior Notes were issued initially under CUSIP numbers different from the existing PBFX 2023 Senior Notes. PBFX used the net proceedsearly termination of the new PBFX 2023 Senior Notes to repayThird Inventory Intermediation Agreement, the Company made a portionprovisional payment of its existing revolving credit facility$268.0 million for the inventory previously held by J. Aron and for general partnership purposes.the related costs associated with exiting the agreement.





35

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 Energy Inc. included in the Annual Report on Form 10-K for the year ended December 31, 20162022 and the unaudited financial statements and related notes included in this report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Cautionary Note Regarding Forward-Looking Statements.”
Unless the context indicates otherwise, the terms “we,” “us,” and “our” refer to PBF Energy and its consolidated subsidiaries, including PBF LLC, PBF Holding and its subsidiaries and PBFX and its subsidiaries.subsidiaries, and our 50% interest in SBR. 

36

Overview
We are one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. We sell our products throughout the Northeast, Midwest, Gulf Coast and West Coast of the United States, as well as in other regions of the United States, Canada and Canada,Mexico and are able to ship products to other international destinations. As of September 30, 2017, weWe own and operate fivesix domestic oil refineries and related assets withand own a 50% interest in the Renewable Diesel Facility through our SBR partnership. Our refineries have a combined processing capacity, known as throughput, of approximately 900,0001,000,000 barrels per day (“bpd”), and a weighted-average Nelson Complexity Index of 12.2.12.7 based on current operating conditions. The complexity and throughput capacity of our refineries are subject to change dependent upon configuration changes we make to respond to market conditions, as well as a result of investments made to improve our facilities and maintain compliance with environmental and governmental regulations. We operate in two reportable business segments: Refining and Logistics. Our fivesix oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and are aggregated intorepresent the Refining segment. PBFX operates certain logistical assets such as crude oil and refined petroleum products terminals, pipelines, and storage facilities, which are aggregated intorepresent the Logistics segment.
Our fivesix refineries are located in Delaware City, Delaware, Paulsboro, New Jersey, Toledo, Ohio, New Orleans,Chalmette, Louisiana, Torrance, California and Torrance,Martinez, California. Each of these refineriesrefinery is briefly described in the table below:
RefineryRegionNelson ComplexityThroughput Capacity (in barrels per day)PADDCrude Processed (1)Source (1)RefineryRegion
Nelson Complexity Index (1)
Throughput Capacity (in bpd) (1)
PADD
Crude Processed (2)
Source (2)
Delaware CityEast Coast11.3
190,000
1
medium and heavy sour crudewater, railDelaware CityEast Coast13.6180,0001light sweet through heavy sourwater, rail
PaulsboroEast Coast13.2
180,000
1
medium and heavy sour crudewater, railPaulsboroEast Coast
8.8(3)
155,000(3)
1light sweet through heavy sourwater
ToledoMid-Continent9.2
170,000
2
light, sweet crudepipeline, truck, railToledoMid-Continent11.0180,0002light sweetpipeline, truck, rail
ChalmetteGulf Coast12.7
189,000
3
light and heavy crudewater, pipelineChalmetteGulf Coast13.0185,0003light sweet through heavy sourwater, pipeline
TorranceWest Coast14.9
155,000
5
heavy and medium crudepipeline, water, truckTorranceWest Coast13.8166,0005medium and heavypipeline, water, truck
MartinezMartinezWest Coast16.1157,0005medium and heavypipeline and water
________
(1)Reflects operating conditions at each refinery as of the date of this filing. Changes in complexity and throughput capacity reflect the result of current market conditions, in addition to investments made to improve our facilities and maintain compliance with environmental and governmental regulations. Configurations at each of our refineries are evaluated periodically and updated accordingly.
(2) Reflects the typical crude and feedstocks and related sources utilized under normal operating conditions and prevailing market environments.
(3) Under normal operating conditions and prevailing market environments, our Nelson Complexity Index and throughput capacity for the Paulsboro refinery would be 13.1 and 180,000, respectively. As a result of the reconfiguration of our East Coast refineries in 2020, and subsequent restart of several idled processing units at the Paulsboro refinery in 2022, our Nelson Complexity Index and throughput capacity were adjusted.
37

As of SeptemberJune 30, 2017, we2023, PBF Energy owned 109,747,548124,023,957 PBF LLC Series C Units and our current and former executive officers and directors and certain employees and others held 3,825,508910,457 PBF LLC Series A Units (we refer to all of the holders of the PBF LLC Series A Units as “the members of PBF LLC other than PBF Energy”) (109,204,047 PBF LLC Series C Units and 3,920,902 PBF LLC Series A Units as of December 31, 2016, respectively). As a result, the holders of our issued and outstanding shares of our PBF Energy Class A common stock have approximately 96.6%99.3% of the voting power in us, and

the members of PBF LLC other than PBF Energy through their holdings of Class B common stock have approximately 3.4%0.7% of the voting power in us (96.5%(99.3% and 3.5%0.7% as of December 31, 2016,2022, respectively).

Business Developments
Recent significant business developments affecting us are discussed below.
Renewable Diesel Facility
On June 27, 2023, the Company and Eni completed the closing of the equity method investment transaction and the capitalization of SBR, a jointly held investee designed to own, develop, and operate the Renewable Diesel Facility. We contributed the SBR business, which had a total estimated fair value of $1.72 billion, excluding working capital. To date, Eni has contributed $845.6 million of total consideration, which consisted of $431.0 million of cash distributed to us at close and an additional $414.6 million of cash contributed after the commercial start up of the pre-treatment unit in July 2023. Eni is obligated to contribute incremental contingent consideration currently estimated at $15.0 million, subject to the achievement of certain project milestones and performance criteria. SBR now owns the Renewable Diesel Facility. We recorded a gain of $968.9 million resulting from the difference between the fair value of the consideration received, including our 50% noncontrolling interest, and the carrying value of the related assets contributed. As stipulated in the agreements with Eni, we will continue to manage project execution and serve as the operator of the facility. Please see “Note 4 - Equity Investment in SBR” of our Notes to Condensed Consolidated Financial Statements, for further discussion.

38

Factors Affecting Comparability Between Periods
Our results have been affected by the following events, the understanding of which will aid in assessing the comparability of our period to period financial performance and financial condition.
Senior Notes OfferingRenewable Diesel Facility
On MayJune 27, 2023, we closed on the jointly held investment in SBR. In connection with this investment, we contributed the SBR business, with an estimated fair value of $1.72 billion, excluding working capital. Eni contributed $845.6 million in cash, which consists of $431.0 million of cash distributed to us at close and an additional $414.6 million of cash contributed after the commercial start up of the pre-treatment unit in July 2023. Eni is obligated to contribute incremental contingent consideration currently estimated at $15.0 million subject to the achievement of certain project milestone and performance criteria. We recorded a gain of $968.9 million resulting from the difference between the fair value of the consideration received, including our 50% noncontrolling interest, and the carrying value of the related assets contributed.
Merger Transaction
On November 30, 2017,2022, PBF HoldingEnergy, PBF LLC, PBFX Holdings Inc., a Delaware corporation and wholly-owned subsidiary of PBF LLC (“PBFX Holdings”), Riverlands Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of PBF LLC, PBFX, and PBF Finance issued $725.0 million in aggregate principal amount of 7.25% Senior Notes due 2025Logistics GP LLC closed on a definitive agreement (the “2025 Senior Notes”“Merger Agreement”). The Company used the net proceeds to fund the cash tender offer (the “Tender Offer”) for any and all of its outstanding 8.25% senior secured notes due 2020 (the “2020 Senior Secured Notes”), to pay the related redemption price and accrued and unpaid interest for any 2020 Senior Secured Notes that remained outstanding after the completion of the Tender Offer, and for general corporate purposes. As described in “Note 7 - Debt”, upon the satisfaction and discharge of the 2020 Senior Secured Notes in connection with the closing of the Tender Offer and the redemption, the 2023 Senior Notes became unsecured and certain covenants were modified, as provided for in the indenture governing the 2023 Senior Notes and related documents.
Inventory Intermediation Agreements
On May 4, 2017 and September 8, 2017, PBF Holding and its subsidiaries, DCR and PRC, entered into amendments to the inventory intermediation agreements (as amended in the second and third quarters of 2017, the "A&R Intermediation Agreements") with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. (“J. Aron”), pursuant to which certain termsPBF Energy and PBF LLC acquired all of the existing inventory intermediation agreements were amended, including, among other things, pricing and an extension of the terms. As a result of the amendments (i) the A&R Intermediation Agreement by and among J. Aron, PBF Holding and PRC relating to the Paulsboro refinery extends the term to December 31, 2019, which term may be further extended by mutual consent of the parties to December 31, 2020 and (ii) the A&R Intermediation Agreement by and among J. Aron, PBF Holding and DCR relating to the Delaware City refinery extends the term to July 1, 2019, which term may be further extended by mutual consent of the parties to July 1, 2020.
Torrance Acquisition
On July 1, 2016, we acquired from ExxonMobil Oil Corporation (“ExxonMobil”) and its subsidiary, Mobil Pacific Pipeline Company (together, the “Torrance Sellers”), the Torrance refinery and related logistics assets (collectively, the “Torrance Acquisition”). The Torrance refinery is strategically positionedpublicly held common units in Southern California with advantaged logistics connectivity that offers flexible raw material sourcing and product distribution opportunities primarilyPBFX representing limited partner interests in the California, Las Vegas and Phoenix area markets.
In addition to refining assets, the Torrance Acquisition included a number of high-quality logistics assets consisting of a sophisticated network of crude and products pipelines, product distribution terminals and refinery crude and product storage facilities. The most significant of the logistics assets is a 189-mile crude gathering and transportation system which delivers San Joaquin Valley crude oil directly from the field to the refinery. Additionally, included in the transaction were several pipelines which provide access to sources of crude oil including the Ports of Long Beach and Los Angeles, as well as clean product outlets with a direct pipeline supplying jet fuel to the Los Angeles airport. The Torrance refinery also has crude and product storage facilities with approximately 8.6 million barrels of shell capacity.
The purchase price for the assets was approximately $521.4 million in cash after post-closing purchase price adjustments, plus final working capital of $450.6 million. The final purchase price and fair value allocation were completed as of June 30, 2017. During the measurement period, which ended in June 2017, adjustments were made to the Company’s preliminary fair value estimates related primarily to Property, plant and equipment and Other long-term liabilities reflecting the finalization of the Company’s assessment of the costs and duration of certain assumed pre-existing environmental obligations. The transaction was financed through a combination of cash on hand, including proceeds from certain equity offerings, and borrowings under our asset based revolving credit agreement (“Revolving Loan”).

2016 PBFX Equity Offerings
On April 5, 2016, PBFX completed a public offering of an aggregate of 2,875,000 common units, including 375,000 common units that were sold pursuant to the full exercise by the underwriter of its option to purchase additional common units, for net proceeds of $51.6 million, after deducting underwriting discounts and commissions and other offering expenses (the “April 2016 PBFX Equity Offering”). In addition, on August 17, 2016, PBFX completed a public offering of an aggregate of 4,000,000 common units, and granted the underwriter an option to purchase an additional 600,000 common units, of which 375,000 units were subsequently purchased on September 14, 2016, for total net proceeds of $86.8 million, after deducting underwriting discounts and commissions and other offering expenses (the “August 2016 PBFX Equity Offering” and, together with the April 2016 PBFX Offering, the “2016 PBFX Equity Offerings”). As of September 30, 2017, PBF LLC holds a 44.1% limited partner interest in PBFX and owns all of PBFX’s IDRs, with the remaining 55.9% limited partner interestmaster liability project not already owned by public common unit holders.
PBFX Assets and Transactions
PBFX is a fee-based, growth-oriented, Delaware master limited partnership formed by PBF Energy to own or lease, operate, develop and acquire crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets. PBFX engages in the receiving, handling, storage and transferring of crude oil, refined products, natural gas and intermediates from sources located throughout the United States and Canada. A substantial majority of PBFX’s revenue is derived from long-term, fee-based commercial agreements withcertain wholly-owned subsidiaries of PBF Energy which include minimum volume commitments, for receiving, handling, storing and transferring crude oil, refined products and natural gas and are eliminated by PBF Energy in consolidation.
PBFX Assets: PBFX’s assets consist of light and heavy crude oil rail unloading terminals and a refined products pipeline and truck rack at the Delaware City refinery, a crude oil truck unloading terminal and storage facility at the Toledo refinery, a crude oil pipeline system supplying the Torrance refinery, a natural gas pipeline supplying the Paulsboro refinery, the East Coast Terminals (as defined below) and a products terminal at the Toledo refinery.
PBFX Transactions: On February 15, 2017, PBFX entered into a contribution agreementits affiliates (the “PNGPC Contribution Agreement”) between PBFX and PBF LLC, pursuant to which PBFX’s wholly owned subsidiary PBFX Operating Company LP (“PBFX Op Co”), acquired from PBF LLC all of the issued and outstanding limited liability company interests of Paulsboro Natural Gas Pipeline Company LLC (“PNGPC”“Merger Transaction”). PNGPC owns and operates an existing interstate natural gas pipeline that runs underSubsequent to closing on the Delaware River and terminates at the delivery point to our Paulsboro refinery. In August 2017,Merger Transaction, PBFX Op Co completed the construction of a new pipeline which replaced the existing pipeline and commenced services.
On February 15, 2017, we entered into a ten-year storage services agreement with PBFX Op Co (the “Chalmette Storage Agreement”) under which PBFX, through PBFX Op Co, assumed construction of a crude oil storage tank at PBF Holding's Chalmette Refinery (the “Chalmette Storage Tank”), commencing upon the earlier of November 1, 2017 or the completion of construction of the Chalmette Storage Tank which is currently expected to be completed in November 2017. PBFX Op Co and Chalmette Refining, L.L.C. (“Chalmette Refining”) have entered into a twenty-year lease for the premises upon which the tank will be located (the “Lease”) and a project management agreement pursuant to which Chalmette Refining has managed the construction of the tank. The Chalmette Storage Agreement can be extended by PBF Holding for two additional five-year periods. Under the Chalmette Storage Agreement, PBFX will provide PBF Holding with storage services in return for storage fees. The storage services require PBFX to accept, redeliver and store all products tendered by PBF Holding in the tank and PBF Holding will pay a monthly fee of $0.60 per barrel of shell capacity. The Lease can be extended by PBFX Op Co for two additional ten year periods.
On August 31, 2016, PBFX entered into a contribution agreement (the “TVPC Contribution Agreement”) between PBFX and PBF LLC, pursuant to which PBFX acquired from PBF LLC 50% of the issued and outstanding limited liability company interests of Torrance Valley Pipeline Company LLC (“TVPC”), whose assets consist of

the 189-mile San Joaquin Valley Pipeline system, including the M55, M1 and M70 pipeline systems, including 11 pipeline stations with storage capacity and truck unloading capability at two of the stations (collectively, the “Torrance Valley Pipeline”).
On April 29, 2016, PBFX’s wholly-owned subsidiary, PBF Logistics Products Terminals LLC, completed the purchase of the assets 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 East Coast Terminals include a total of 57 product tanks with a total shell capacity of approximately 4.2 million barrels, pipeline connections to the Colonial Pipeline Company, Buckeye Partners, Sunoco Logistics Partners and other proprietary pipeline systems, 26 truck loading lanes and marine facilities capable of handling barges and ships.
Amended and Restated Asset Based Revolving Credit Facility
The Third Amended and Restated Revolving Loan is available to be used for working capital and other general corporate purposes. As noted in “Note 3 - Acquisitions”, we took down an advance under our Revolving Loan to partially fund the Torrance Acquisition in 2016. The outstanding balance under our Revolving Loan was $350.0 million, $350.0 million and $550.0 million as of September 30, 2017, December 31, 2016 and September 30, 2016, respectively.
Rail Facility Revolving Credit Facility
Effective March 25, 2014, PBF Rail Logistics Company LLC (“PBF Rail”),became an indirect wholly-owned subsidiary of PBF Holding, entered into a $250.0 million secured revolving credit agreement (the “Rail Facility”). The primary purposeEnergy and PBF LLC.
At the Effective Time, pursuant to the terms of the Rail FacilityMerger Agreement, each PBFX Public Common Unit was converted into the right to fundreceive: (i) 0.270 of a share of Class A Common Stock, par value $0.001 per share, of PBF Energy, (ii) $9.25 in cash, without interest and (iii) any cash in lieu of fractional shares of PBF Energy Common Stock to which the acquisitionholder thereof became entitled upon surrender of such PBFX Public Common Units in accordance with the Merger Agreement. Such Merger Agreement consideration totaled $303.7 million in cash and resulted in the issuance of 8,864,684 shares of PBF Energy Class A common stock. The PBFX Common Units owned by PBF RailLLC and PBFX Holdings and the non-economic general partner interest remained outstanding and were unaffected by the Merger Transaction. There was no change in ownership of crude tank cars (the “Eligible Railcars”the non-economic general partner interest.
The Merger Transaction was accounted for in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 810, Consolidation. Because we controlled PBFX both before December 2015.and after the Merger Transaction, the change in our ownership interest in PBFX resulting from the Merger Transaction was accounted for as an equity transaction, and no gain or loss was recognized in our Condensed Consolidated Statements of Operations. In addition, the tax effects of the Merger Transaction were recorded as adjustments to other assets, deferred income taxes and additional paid-in capital consistent with ASC 740, Income Taxes (“ASC 740”).
39

Share Repurchase Program
On December 22, 2016,12, 2022, our Board of Directors authorized the Rail Facility was terminated and replaced with the PBF Rail Term Loan (as described below).
PBF Rail Term Loan
On December 22, 2016, PBF Rail entered into a $35.0repurchase of up to $500.0 million term loan (the “PBF Rail Term Loan”) with a bank previously party to the Rail Facility. The PBF Rail Term Loan amortizes monthly over its five year term and bears interest at the one month LIBOR plus the margin as defined in the credit agreement. As security for the PBF Rail Term Loan, PBF Rail pledged, among other things: (i) certain Eligible Railcars; (ii) the debt service reserve account; and (iii) PBF Holding’s member interest in PBF Rail. Additionally, the PBF Rail Term Loan contains customary terms, events of default and covenants for a transaction of this nature. PBF Rail may at any time repay the PBF Rail Term Loan without penalty in the event that railcars collateralizing the loan are sold, scrapped or otherwise removed from the collateral pool.
The outstanding balance of the PBF Rail Term Loan was $30.0 million and $35.0 million as of September 30, 2017 and December 31, 2016, respectively.
PBF Energy Inc. Public Offerings
As a result of the initial public offering and related reorganization transactions, PBF Energy became the sole managing member of PBF LLC with a controlling voting interest in PBF LLC and its subsidiaries. Effective with completion of the initial public offering, PBF Energy consolidates the financial results of PBF LLC and its subsidiaries and records a noncontrolling interest in its consolidated financial statements representing the economic interests of noncontrolling PBF LLC unit holders.
On December 19, 2016, we completed a public offering of an aggregate of 10,000,000 shares ofEnergy's Class A common stock (as amended from time to time, the “Repurchase Program”). On May 3, 2023, our Board of Directors approved an increase in the repurchase authorization amount under the Repurchase Program from $500.0 million to $1.0 billion and extended the program expiration date to December 2025. During the three months ended June 30, 2023, we purchased 2,663,591 shares for $100.0 million, inclusive of commissions paid. During the six months ended June 30, 2023, we purchased 6,710,877 shares for $267.6 million, inclusive of commissions paid.
These repurchases were made from time to time through various methods, including open market transactions, block trades, accelerated share repurchases, privately negotiated transactions or otherwise, certain of which may be effected through Rule 10b5-1 plans. The timing and number of shares repurchased depended on a variety of factors, including price, capital availability, legal requirements and economic and market conditions. We are not obligated to purchase any shares under the Repurchase Program, and repurchases could be suspended or discontinued at any time without prior notice.
Debt and Credit Facilities
PBFX Revolving Credit Facility
On June 20, 2023, we terminated the $500.0 million PBFX senior secured revolving credit facility (the “December 2016 Equity Offering”“PBFX Revolving Credit Facility”), which was originally set to mature on July 30, 2023. There were no outstanding borrowings under the PBFX Revolving Credit Facility as of the termination date.
Senior Notes
On February 2, 2023, we exercised our rights under the indenture governing PBFX’s 6.875% senior notes (the “PBFX 2023 Senior Notes”) to redeem all of the outstanding PBFX 2023 Senior Notes at a price of 100% of the aggregate principal, plus accrued and unpaid interest through the date of redemption. The aggregate redemption price for net proceedsthe PBFX 2023 Senior Notes approximated $525.0 million, inclusive of $274.3 million, after deducting underwriting discountsunamortized premium and commissions and other offering expenses.deferred financing costs of $0.7 million. The redemption was financed using cash on hand.

Change in PresentationTax Receivable Agreement
As discussed in “Note 1 - Description of Businessboth June 30, 2023 and BasisDecember 31, 2022, PBF Energy recognized a liability for the Tax Receivable Agreement of Presentation,” during$338.6 million, reflecting the third quarterestimate of 2017, we determinedthe undiscounted amounts that we would revise the presentation of certain line items on our consolidated statements of operationsPBF Energy expected to enhance our disclosurepay under the requirementsagreement, net of Rule 5-03any impacts of Regulation S-X. The revised presentation is compriseda deferred tax asset valuation allowance recognized in accordance with ASC 740. As of June 30, 2023, $61.1 million of the inclusionTax Receivable Agreement obligation is recorded as a current liability and represents PBF Energy’s best estimate of payments to be made within a subtotal within costs and expenses referred to as “Costyear. As future taxable income is recognized, increases in PBF Energy’s Tax Receivable Agreement liability may be necessary in conjunction with the revaluation of sales” and the reclassification of total depreciation and amortization expense between such amounts attributable to cost of sales and other operating costs and expenses. The amount of depreciation and amortization expense that is presented separately within the “Cost of Sales” subtotal represents depreciation and amortization of refining and logistics assets that are integral to the refinery production process.deferred tax assets.
The historical comparative information has been revised to conform to the current presentation. This revised presentation does not have an effect on our historical consolidated income from operations or net income, nor does it have any impact on our consolidated balance sheets, statements of comprehensive income or statements of cash flows.
40


Results of Operations
The tables below reflect our consolidated financial and operating highlights for the three and ninesix months ended SeptemberJune 30, 20172023 and 20162022 (amounts in thousands,millions, except per share data). We operate in two reportable business segments: Refining and Logistics. Our oil refineries, excluding the assets ownedoperated by PBFX, are all engaged in the refining of crude oil and other feedstocks into petroleum products, and are aggregated intorepresent the Refining segment. PBFX is a publicly traded master limited partnershipan indirect wholly-owned subsidiary of PBF Energy that operates certain logisticallogistics assets such as crude oil and refined petroleum products terminals, pipelines and storage facilities. PBFX’s operations are aggregated intorepresent the Logistics segment. We do not separately discuss our results by individual segments as our Logistics segment did not have any significant third party revenuethird-party revenues and a significant portion of its operating results eliminateare eliminated in consolidation.

Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Revenues$9,157.6 $14,077.7 $18,452.6 $23,219.4 
Cost and expenses:
Cost of products and other7,908.0 11,380.5 15,703.3 19,586.7 
Operating expenses (excluding depreciation and amortization expense as reflected below)597.0 637.6 1,378.4 1,258.0 
Depreciation and amortization expense142.2 120.1 284.1 238.4 
Cost of sales8,647.2 12,138.2 17,365.8 21,083.1 
General and administrative expenses (excluding depreciation and amortization expense as reflected below)104.2 153.2 164.2 206.7 
Depreciation and amortization expense2.3 1.9 4.2 3.8 
Change in fair value of contingent consideration, net(16.6)77.6 (32.9)127.9 
Gain on formation of SBR equity method investment(968.9)— (968.9)— 
Loss (gain) on sale of assets0.2 0.2 (1.4)0.3 
Total cost and expenses7,768.4 12,371.1 16,531.0 21,421.8 
Income from operations1,389.2 1,706.6 1,921.6 1,797.6 
Other income (expense):
Interest expense, net(13.8)(85.5)(32.5)(163.9)
Change in Tax Receivable Agreement liability— (267.2)— (286.5)
Change in fair value of catalyst obligations0.5 7.2 1.2 2.3 
Gain on extinguishment of debt— 3.8 — 3.8 
Other non-service components of net periodic benefit cost0.1 2.2 0.4 4.4 
Other income2.3 — — — 
Income before income taxes1,378.3 1,367.1 1,890.7 1,357.7 
Income tax expense347.9 131.3 474.4 125.2 
Net income1,030.4 1,235.8 1,416.3 1,232.5 
Less: net income attributable to noncontrolling interests10.0 32.1 13.8 49.9 
Net income attributable to PBF Energy Inc. stockholders$1,020.4 $1,203.7 $1,402.5 $1,182.6 
Consolidated gross margin$510.4 $1,939.5 $1,086.8 $2,136.3 
Gross refining margin (1)
$1,160.2 $2,608.2 $2,566.0 $3,458.9 
Net income available to Class A common stock per share:
Basic$8.14 $9.93 $11.04 $9.78 
Diluted$7.88 $9.65 $10.67 $9.58 

(1) See Non-GAAP Financial Measures.
41

 Three Months Ended 
 September 30,		 Nine Months Ended 
 September 30,
 2017 2016 2017 2016
Revenues$5,478,951
 $4,513,204
 $15,250,649
 $11,171,856
Cost and expenses:       
Cost of products and other4,352,061
 3,862,580
 13,154,521
 9,524,119
Operating expenses (excluding depreciation and amortization expense as reflected below)402,910
 412,699
 1,267,136
 989,296
Depreciation and amortization expense75,948
 54,694
 197,800
 158,612
Cost of sales4,830,919
 4,329,973
 14,619,457
 10,672,027
General and administrative expenses (excluding depreciation and amortization expense as reflected below)58,275
 44,020
 143,195
 124,975
Depreciation and amortization expense2,572
 1,342
 10,355
 4,417
Loss on sale of assets28
 8,159
 940
 11,381
Total cost and expenses4,891,794
 4,383,494
 14,773,947
 10,812,800
        
Income from operations587,157
 129,710
 476,702
 359,056
Other income (expenses):       
Change in tax receivable agreement liability565
 (3,143) 565
 (3,143)
Change in fair value of catalyst leases473
 77
 (1,011) (4,556)
Debt extinguishment costs—
 —
 (25,451) —
Interest expense, net(36,990) (38,527) (114,871) (111,994)
Income before income taxes551,205
 88,117
 335,934
 239,363
Income tax expense203,979
 31,673
 112,889
 85,607
Net income347,226
 56,444
 223,045
 153,756
Less: net income attributable to noncontrolling interests32,861
 14,333
 49,420
 37,503
Net income attributable to PBF Energy Inc. stockholders$314,365
 $42,111
 $173,625
 $116,253
        
Gross margin$666,961
 $195,242
 $689,876
 $524,041
        
Gross refining margin (1)
$1,064,007
 $604,355
 $1,912,869
 $1,529,582
        
Net income available to Class A common stock per share:       
Basic$2.86
 $0.43
 $1.58
 $1.19
Diluted$2.85
 $0.43
 $1.57
 $1.19



Operating HighlightsThree Months Ended June 30,Six Months Ended June 30,
2023202220232022
Key Operating Information
Production (bpd in thousands)945.7 958.8 902.3 901.6 
Crude oil and feedstocks throughput (bpd in thousands)935.8 942.2 893.7 887.7 
Total crude oil and feedstocks throughput (millions of barrels)85.2 85.8 161.8 160.7 
Consolidated gross margin per barrel of throughput$6.00 $22.61 $6.72 $13.30 
Gross refining margin, excluding special items, per barrel of throughput (1)
$13.62 $30.41 $15.86 $21.54 
Refinery operating expense, per barrel of throughput$6.71 $7.16 $8.16 $7.53 
Crude and feedstocks (% of total throughput) (2)
Heavy27 %31 %27 %33 %
Medium35 %34 %34 %33 %
Light21 %20 %21 %19 %
Other feedstocks and blends17 %15 %18 %15 %
Total throughput100 %100 %100 %100 %
Yield (% of total throughput)
Gasoline and gasoline blendstocks48 %47 %48 %48 %
Distillates and distillate blendstocks33 %36 %33 %35 %
Lubes1 %1 %1 %1 %
Chemicals1 %1 %1 %2 %
Other18 %17 %18 %16 %
Total yield101 %102 %101 %102 %
(1)See Non-GAAP Financial Measures below.



Operating Highlights(1)    See Non-GAAP Financial Measures.
(2)    We define heavy crude oil as crude oil with American Petroleum Institute (“API”) gravity of 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.
42

 Three Months Ended 
 September 30,		 Nine Months Ended 
 September 30,
 2017 2016 2017 2016
Key Operating Information       
Production (bpd in thousands)852.6
 799.1
 781.6
 717.6
Crude oil and feedstocks throughput (bpd in thousands)849.7
 786.3
 786.1
 711.8
Total crude oil and feedstocks throughput (millions of barrels)78.2
 72.3
 214.6
 195.1
Gross margin per barrel of throughput$8.54
 $2.70
 $3.22
 $2.69
Gross refining margin, excluding special items, per barrel of throughput (1)
$10.22
 $6.92
 $8.46
 $6.20
Refinery operating expenses, excluding depreciation, per barrel of throughput$4.98
 $5.59
 $5.71
 $4.98
        
Crude and feedstocks (% of total throughput) (2)
       
Heavy crude33% 34% 34% 23%
Medium crude30% 32% 30% 38%
Light crude22% 23% 21% 28%
Other feedstocks and blends15% 11% 15% 11%
Total throughput100% 100% 100% 100%
        
Yield (% of total throughput)       
Gasoline and gasoline blendstocks50% 51% 50% 49%
Distillates and distillate blendstocks29% 31% 29% 31%
Lubes1% 1% 1% 1%
Chemicals2% 3% 2% 4%
Other18% 14% 17% 15%
Total yield100% 100% 99% 100%


(1)See Non-GAAP Financial Measures below.
(2)We define heavy crude oil as crude oil with American Petroleum Institute (API) gravity less than 24 degrees.     We define medium crude oil as crude oil with API gravity between 24 and 35 degrees. We define light crude oil as crude oil with API gravity higher than 35 degrees.

The table below summarizes certain market indicators relating to our operating results as reported by Platts.Platts, a division of The McGraw-Hill Companies. Effective RIN basket price is recalculated based on information as reported by Argus.
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
(dollars per barrel, except as noted)
Dated Brent crude oil$78.21 $113.93 $79.65 $107.84 
West Texas Intermediate (WTI) crude oil$73.56 $108.77 $74.76 $101.99 
Light Louisiana Sweet (LLS) crude oil$75.62 $110.33 $77.26 $103.91 
Alaska North Slope (ANS) crude oil$78.26 $112.17 $78.64 $104.15 
Crack Spreads
Dated Brent (NYH) 2-1-1$28.66 $55.26 $30.09 $38.47 
WTI (Chicago) 4-3-1$27.82 $44.53 $28.44 $31.24 
LLS (Gulf Coast) 2-1-1$26.41 $50.39 $30.26 $37.27 
ANS (West Coast-LA) 4-3-1$33.73 $53.56 $36.08 $43.20 
ANS (West Coast-SF) 3-2-1$33.56 $56.14 $36.36 $42.76 
Crude Oil Differentials
Dated Brent (foreign) less WTI$4.65 $5.16 $4.89 $5.85 
Dated Brent less Maya (heavy, sour)$14.70 $9.99 $16.58 $11.11 
Dated Brent less WTS (sour)$4.76 $5.64 $5.18 $6.19 
Dated Brent less ASCI (sour)$5.17 $8.75 $6.28 $8.69 
WTI less WCS (heavy, sour)$13.49 $18.52 $16.42 $16.96 
WTI less Bakken (light, sweet)$(1.74)$(3.97)$(2.32)$(3.73)
WTI less Syncrude (light, sweet)$(2.88)$(4.38)$(2.99)$(2.03)
WTI less LLS (light, sweet)$(2.05)$(1.56)$(2.50)$(1.92)
WTI less ANS (light, sweet)$(4.70)$(3.40)$(3.87)$(2.16)
Effective RIN basket price$7.68 $7.68 $7.93 $6.98 
Natural gas (dollars per MMBTU)$2.33 $7.50 $2.54 $6.04 
 Three Months Ended 
 September 30,		 Nine Months Ended 
 September 30,
 2017 2016 2017 2016
 (dollars per barrel, except as noted)
Dated Brent Crude$52.16
 $45.90
 $51.79
 $42.05
West Texas Intermediate (WTI) crude oil$48.18
 $44.88
 $49.32
 $41.41
Light Louisiana Sweet (LLS) crude oil$51.67
 $46.52
 $51.73
 $43.20
Alaska North Slope (ANS) crude oil$52.04
 $44.65
 $52.15
 $41.58
Crack Spreads       
Dated Brent (NYH) 2-1-1$18.12
 $12.94
 $14.84
 $13.18
WTI (Chicago) 4-3-1$18.82
 $13.64
 $14.70
 $13.07
LLS (Gulf Coast) 2-1-1$16.69
 $11.51
 $13.75
 $10.35
ANS (West Coast) 4-3-1$20.66
 $15.61
 $18.78
 $17.22
Crude Oil Differentials       
Dated Brent (foreign) less WTI$3.97
 $1.02
 $2.47
 $0.64
Dated Brent less Maya (heavy, sour)$8.75
 $6.87
 $6.77
 $7.57
Dated Brent less WTS (sour)$4.96
 $2.50
 $3.63
 $1.48
Dated Brent less ASCI (sour)$3.82
 $4.14
 $3.58
 $4.02
WTI less WCS (heavy, sour)$10.03
 $13.28
 $10.83
 $12.15
WTI less Bakken (light, sweet)$(0.69) $1.41
 $0.18
 $1.13
WTI less Syncrude (light, sweet)$(1.95) $(0.95) $(1.86) $(2.67)
WTI less LLS (light, sweet)$(3.49) $(1.65) $(2.41) $(1.79)
WTI less ANS (light, sweet)$(3.86) $0.23
 $(2.82) $(0.17)
Natural gas (dollars per MMBTU)$2.95
 $2.79
 $3.05
 $2.35
Three Months Ended SeptemberJune 30, 20172023 Compared to the Three Months Ended SeptemberJune 30, 20162022
Overview— Net income was $347.2$1,030.4 million for the three months ended SeptemberJune 30, 20172023 compared to $56.4net income of $1,235.8 million for the three months ended SeptemberJune 30, 2016.2022. Net income attributable to PBF Energy was $314.4$1,020.4 million, or $2.85$7.88 per diluted share, for the three months ended SeptemberJune 30, 20172023 ($2.857.88 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $1.44$2.29 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income excluding special items, as described below in Non-GAAP Financial Measures) compared to net income attributable to PBF Energy of $42.1$1,203.7 million, or $0.43$9.65 per diluted share, for the three months ended SeptemberJune 30, 20162022 ($0.439.65 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $(0.16)$10.58 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net lossincome excluding special items, as described below in Non-GAAP Financial Measures). The net income or loss attributable to PBF Energy represents PBF Energy’s equity interest in PBF LLC’s pre-tax income, less applicable income tax expense. PBF Energy’s weighted-average equity interest in PBF LLC was 96.6%99.3% and 95.2%99.2% for the three months ended SeptemberJune 30, 20172023 and 2016,June 30, 2022, respectively.
43

Our results for the three months ended SeptemberJune 30, 20172023 were positively impacted by special items consisting of a non-cash pre-tax lowerchange in fair value of cost or market (“LCM”) inventory adjustmentcontingent consideration of approximately $265.1$16.6 million, or $160.7$12.3 million net of tax, related to our earn-out obligation associated with the acquisition of the Martinez refinery and logistic assets (the “Martinez Contingent Consideration”) and a pre-tax change ingain associated with the tax receivable agreement liabilityformation of $0.6the SBR equity method investment of $968.9 million, or $0.3$717.0 million net of tax. Our results for the three months ended SeptemberJune 30, 20162022 were positivelynegatively impacted by aspecial items consisting of pre-tax LCM inventory adjustmentcharges associated with the change in the Tax Receivable Agreement liability of approximately $104.0$267.2 million, or $62.8$198.0 million net of tax, and a change in fair value of the Martinez Contingent Consideration of $77.6 million, or $57.5 million net of tax, partially offset by a $136.2 million tax benefit associated with the remeasurement of certain deferred tax assets, and a pre-tax change ingain on the tax receivable agreement liabilityextinguishment of $3.1debt associated with the repurchase of a portion of the 6.0% senior unsecured notes due 2028 (the “2028 Senior Notes”) and the 7.25% senior unsecured notes due 2025 (the “2025 Senior Notes”) of $3.8 million, or $1.9$2.8 million net of tax. The LCM

inventory adjustments were recorded due to movements in the price of crude oil and refined products in the periods presented. Excluding the impact of these special items, when comparing our results to the three months ended June 30, 2022, refined products margins were positivelyless favorable as the prior year benefited from global supply disruption, caused in large part by the conflict between Russia and Ukraine. In addition, our results for the three months ended June 30, 2023 were impacted by higherlower average throughput volumes and on average less barrels sold at the majority of our refineries anddue to a year-over-year higher crack spreads realized at eachlevel of our refineries, which were impacted by the hurricane-related reduction in refining throughput in the Gulf Coast region and tightening product inventories, specifically distillates. Notably, we benefited from the improved operating performance of our Chalmette and Torrance refineries.planned maintenance activity.
Revenues—Revenues totaled $5.5$9.2 billion for the three months ended SeptemberJune 30, 20172023 compared to $4.5$14.1 billion for the three months ended SeptemberJune 30, 2016, an increase2022, a decrease of approximately $1.0$4.9 billion, or 21.4%34.8%. Revenues per barrel were $63.79$95.65 and $62.39$146.26 for the three months ended SeptemberJune 30, 20172023 and 2016,2022, respectively, an increasea decrease of 2.2%34.6% directly related to higherlower hydrocarbon commodity prices. For the three months ended SeptemberJune 30, 2017,2023, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 343,700304,100 bpd, 160,600158,500 bpd, 200,400169,300 bpd and 145,000303,900 bpd, respectively. For the three months ended SeptemberJune 30, 2016,2022, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 315,900292,100 bpd, 165,300161,700 bpd, 165,600199,500 bpd and 139,500288,900 bpd, respectively. Our East Coast and Gulf Coast refineries’ throughput rates increased in the third quarter of 2017 as compared to the same period of 2016 as a result of improved operational performance following the completion of planned turnarounds at our Delaware City and Chalmette refineries in the first and second quarters of 2017, respectively. Our West Coast refinery underwent its first major turnaround under PBF ownership for a majority of the second quarter in 2017, following which its throughput rates in the third quarter of 2017 were significantly above the same period of 2016. For the three months ended SeptemberJune 30, 2017,2023, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 359,700348,300 bpd, 167,300162,900 bpd, 233,400178,100 bpd and 173,300362,800 bpd, respectively. For the three months ended SeptemberJune 30, 2016,2022, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 345,800339,500 bpd, 177,200167,500 bpd, 209,300213,900 bpd and 177,100336,800 bpd, respectively.
Average throughput rates at our refineries were lower in the three months ended June 30, 2023 compared to the same period in 2022. We plan to continue operating our refineries based on demand and current market conditions. Total refined product barrels sold were higher than throughput rates, reflecting sales from inventory as well as sales and purchases of refined products outside the refinery.our refineries.
Consolidated Gross Margin— GrossConsolidated gross margin including refinery operating expenses and depreciation, totaled $667.0$510.4 million or $8.54 per barrel of throughput, for the three months ended SeptemberJune 30, 20172023 compared to $195.2$1,939.5 million or $2.70 per barrel of throughput, for the three months ended SeptemberJune 30, 2016, an increase2022, a decrease of approximately $471.7$1,429.1 million. Gross refining margin (as described below in Non-GAAP Financial Measures) and gross refining margin excluding special items totaled $1,064.0$1,160.2 million, or $13.61$13.62 per barrel of throughput ($798.9 million or $10.22 per barrel of throughput excluding the impact of special items), for the three months ended SeptemberJune 30, 20172023 compared to $604.4$2,608.2 million, or $8.36$30.41 per barrel of throughput ($500.4 million or $6.92 per barrel of throughput excluding the impact of special items), for the three months ended SeptemberJune 30, 2016, an increase2022, a decrease of approximately $459.7 million, or $298.6 million excluding$1,448.0 million.
During the three months ended June 30, 2023 and June 30, 2022, our margin calculations were not impacted by special items.
Excluding the impact of special items, Consolidated gross margin and gross refining margin increaseddecreased due to improvedunfavorable movements in crack spreads and highercrude oil differentials and lower throughput rates in the East Coast, Gulf Coastvolumes and West Coast and reducedbarrels sold at certain of our refineries.
Additionally, our results continue to be impacted by significant costs to comply with the RFS. Costs to comply with our obligation under theTotal RFS totaled $83.4compliance costs were $289.1 million for the three months ended SeptemberJune 30, 2017 compared2023 in comparison to $94.7$432.7 million for the three months ended Septembermonths ended June 30, 2016. In addition, gross margin and gross refining margin were positively impacted by a non-cash LCM inventory adjustment of approximately $265.1 million on a net basis resulting from an increase in crude oil and refined product prices in comparison to the prices at the end of the second quarter of 2017. The non-cash LCM inventory adjustment increased gross margin and gross refining margin by approximately $104.0 million in the third quarter of 2016.2022.
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Average industry refining margins in the Mid-Continent were strongerlower during the three months ended SeptemberJune 30, 2017 as compared2023 in comparison to the same period in 2016. The WTI (Chicago) 4-3-1 industry crack spread was $18.82 per barrel, or 38.0% higher,2022, primarily due to decreases in the three months ended September 30, 2017 as compared to $13.64 per barrel in the same period in 2016. Our margins were unfavorably impacted by our refinery specific crude slate in the Mid-Continent which was impacted by a declining WTI/Bakken differentialregional demand and a declining WTI/Syncrude

differential, which averaged a premium of $1.95 per barrel during the three months ended September 30, 2017 as compared to a premium of $0.95 per barrel in the same period of 2016.
On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $18.12 per barrel, or 40.0% higher, in the three months ended September 30, 2017, as compared to $12.94 per barrel in the same period in 2016. The Dated Brent/WTI differential and Dated Brent/Maya differential were $2.95 and $1.88 higher, respectively, in the three months ended September 30, 2017 as compared to the same period in 2016, partially offset by adverselower movements in the WTI/Bakken differential, which was approximately $2.10 per barrel less favorable (a premium of $0.69 in 2017 as compared to a discount of $1.41 in 2016) in the three months ended September 30, 2017 as compared to the same period in 2016.
Gulf Coast industry refining margins improved significantly during the three months ended September 30, 2017 as compared to the same period in 2016. The LLS (Gulf Coast) 2-1-1 industry crack spread was $16.69 per barrel, or 45.0% higher, in the three months ended September 30, 2017 as compared to $11.51 per barrel in the same period in 2016. Crude differentials weakened with the WTI/LLS differential averaging a premiumresult of $3.49 per barrel during the three months ended September 30, 2017 as compared to a premium of $1.65 per barrel in the same period of 2016.
Additionally, we benefited from improvements in the West Coast industry refining margins during the three months ended September 30, 2017 as compared to the same period in 2016. The ANS (West Coast) 4-3-1 industry crack spread was $20.66 per barrel, or 32.4% higher, in the three months ended September 30, 2017 as compared to $15.61 per barrel in the same period in 2016. Partially offsetting the improvedlower crack spreads and crude differentials weakened with the WTI/ANS differential averaging a premium of $3.86 per barrel during the three months ended September 30, 2017 as compared to a discount of $0.23 per barrel in the same period of 2016.oil differentials.
Favorable movements in these benchmark crude differentials typically result in lower crude costs and positively impact our earnings while reductions in these benchmark crude differentials typically result in higher crude costs and negatively impact our earnings.
On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $28.66 per barrel, or 48.1% lower, in the three months ended June 30, 2023, as compared to $55.26 per barrel in the same period in 2022. Our margins were positively impacted from our refinery specific slate on the East Coast by strengthening Dated Brent/Maya and WTI/Bakken differentials, which increased by $4.71 and $2.23 per barrel, respectively, in comparison to the same period in 2022. The WTI/WCS differential decreased to $13.49 per barrel in the three months ended June 30, 2023 compared to $18.52 in the same period in 2022, which unfavorably impacted our cost of heavy Canadian crude.
Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $27.82 per barrel, or 37.5% lower, in the three months ended June 30, 2023 as compared to $44.53 per barrel in the same period in 2022. Our margins were positively impacted from our refinery specific slate in the Mid-Continent by an increasing WTI/Bakken differential, which averaged a premium of $1.74 per barrel in the three months ended June 30, 2023, as compared to a premium of $3.97 per barrel in the same period in 2022. Additionally, the WTI/Syncrude differential averaged a premium $2.88 per barrel during the three months ended June 30, 2023 as compared to a premium of $4.38 per barrel in the same period of 2022.
On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $26.41 per barrel, or 47.6% lower, in the three months ended June 30, 2023 as compared to $50.39 per barrel in the same period in 2022. Margins on the Gulf Coast were negatively impacted from our refinery specific slate by a weakened WTI/LLS differential, which averaged a premium of $2.05 per barrel during the three months ended June 30, 2023 as compared to a premium of $1.56 per barrel in the same period of 2022.
On the West Coast the ANS (West Coast) 4-3-1 industry crack spread was $33.73 per barrel, or 37.0% lower, in the three months ended June 30, 2023 as compared to $53.56 per barrel in the same period in 2022. Additionally, the ANS (West Coast) 3-2-1 industry crack spread was $33.56 per barrel, or 40.2% lower, in the three months ended June 30, 2023 as compared to $56.14 per barrel in the same period in 2022. Our margins on the West Coast were negatively impacted from our refinery specific slate by weakened WTI/ANS differential, which averaged a premium of $4.70 per barrel during the three months ended June 30, 2023 as compared to a premium of $3.40 per barrel in the same period of 2022.
Operating Expenses— Operating expenses totaled $402.9$597.0 million for the three months ended SeptemberJune 30, 20172023 compared to $412.7$637.6 million for the three months ended SeptemberJune 30, 2016,2022, a decrease of $9.8$40.6 million, or 2.4%6.4%. Of the total $402.9$597.0 million of operating expenses for the three months ended SeptemberJune 30, 2017, $389.62023, $571.4 million, or $4.98$6.71 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $13.3$25.6 million related to expenses incurred by the Logistics segment ($404.0613.8 million, or $5.59$7.16 per barrel, and $8.7$23.8 million of operating expenses for the three months ended SeptemberJune 30, 20162022 related to the Refining and Logistics segments, respectively). The decrease in operating expenses was mainly attributable to lower outside services costs asdecreases in natural gas prices across our refineries when compared to the same period in 2016 across all of our refineries partially offset by higher maintenance costs due to increased throughput. The operating expenses related to the Logistics segment consists of costs related to the operation and maintenance of PBFX’s assets, which were higher primarily as a result of current period expenses related to certain assets including the Toledo Terminal and Torrance Valley Pipeline, which were not in service for the full comparable period in 2016, and higher operating expenses associated with the East Coast Terminals.2022.
General and Administrative Expenses— General and administrative expenses totaled $58.3$104.2 million for the three months ended SeptemberJune 30, 20172023 compared to $44.0$153.2 million for the three months ended SeptemberJune 30, 2016, an increase2022, a decrease of approximately $14.3$49.0 million or 32.4%32.0%. The increasedecrease in general and administrative expenses for the three months ended SeptemberJune 30, 2017 over the same period of 2016 primarily relates to increases2023 in employee related expenses of $21.5 million driven by higher incentive compensation in the third quarter of 2017 as comparedcomparison to the third quarterthree months ended June 30, 2022 is primarily related to lower employee-related expenses, including the recognition of 2016. This increase was partially offset by lower costs associated with acquisition and integration related activities which were approximately $7.0 million lower in the current quarter as compared to the same quarter of 2016.incentive compensation. Our general and administrative expenses are comprised of the personnel, facilities and other infrastructure costs necessary to support our refineries and related logisticallogistics assets.

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LossGain on Saleformation of AssetsSBR equity method investment— There was a de minimis lossgain of on sale of assets$968.9 million for the three months ended SeptemberJune 30, 2017 relating to non-operating refinery assets.2023, resulting from the difference between the carrying value and fair value of the assets associated with the contributed SBR business.
Loss (Gain) on Sale of Assets— There was a loss of $8.2$0.2 million onfor both the three months ended June 30, 2023 and June 30, 2022, related primarily to the sale of non-operating refinery assets for the three months ended September 30, 2016.assets.
Depreciation and Amortization Expense— Depreciation and amortization expense totaled $78.5$144.5 million for the three months ended SeptemberJune 30, 20172023 (including $75.9$142.2 million recorded within Cost of sales) compared to $56.0$122.0 million for the three months ended SeptemberJune 30, 20162022 (including $54.7$120.1 million recorded within Cost of sales), an increase of $22.5 million. The increase was a result of additional depreciation expense associated with a general increase into our fixed asset base due to capital projects and turnarounds completed since the third quarter 2016, including the first significant turnaround under our ownership at our Torrance refinery, which was completed early in the thirdsecond quarter of 2017.2022.
Change in Tax Receivable Agreement LiabilityFair Value of Contingent Consideration— Change in the tax receivable agreement liabilityfair value of contingent consideration represented a gain of $16.6 million for the three months ended SeptemberJune 30, 2017 represented a gain of $0.6 million as compared2023 in comparison to a loss of $3.1$77.6 million for the three months ended SeptemberJune 30, 2016.2022. These gains and losses were primarily related to the changes in estimated fair value of the Martinez Contingent Consideration.
Change in Fair Value of Catalyst LeasesObligations— Change in the fair value of catalyst leasesobligations represented a gain of $0.5 million for the three months ended SeptemberJune 30, 20172023 compared to a gain of $0.1$7.2 million for the three months ended SeptemberJune 30, 2016.2022. These gains relate to the change in value of the precious metals underlying the sale and leaseback of our refineries’ precious metals catalyst,metal catalysts, which we are obligated to repurchase at fair market value upon lease termination.
Gain on Extinguishment of Debt— There was no gain or loss on the lease termination dates.extinguishment of debt for the three months ended June 30, 2023. There was a gain on the extinguishment of debt of $3.8 million in the three months ended June 30, 2022, related to the repurchase of a portion of our 2028 Senior Notes and 2025 Senior Notes.
Change in Tax Receivable Agreement Liability— There was no change in the Tax Receivable Agreement liability for the three months ended June 30, 2023. The change in the Tax Receivable Agreement liability for the three months ended June 30, 2022 represented a charge of $267.2 million. This charge was primarily the result of a deferred tax asset valuation allowance recorded in accordance with ASC 740 related to the reduction of deferred tax assets associated with the payments made or expected to be made in connection with the Tax Receivable Agreement liability.
Interest Expense, net— InterestPBF Energy interest expense totaled $37.0$13.8 million for the three months ended SeptemberJune 30, 20172023 compared to $38.5$85.5 million for the three months ended SeptemberJune 30, 2016,2022, a decrease of approximately $1.5$71.7 million. ThisThe net decrease is primarily attributablemainly attributed to lowerthe redemption of the 9.25% senior secured notes due 2025 (the “2025 Senior Secured Notes”) during the third quarter of 2022 and the redemption of the PBFX 2023 Senior Notes during the first quarter of 2023, as well as no outstanding balances on our revolving credit facilities as of June 30, 2023. Additionally, there was a $12.6 million increase in interest expense on a portion of our senior notes that were refinancedincome earned during the three months ended June 30, 2023 driven by higher interest rates in May 2017 (see “Note 7 - Debt” for additional details).comparison to the same period in the prior year. Interest expense includes interest on long-term debt, including the PBFX credit facilities, costs related to the sale and leaseback of our precious metals catalyst,metal catalysts, financing costs associated with the A&Rour third amended and restated inventory intermediation agreement (the “Third Inventory Intermediation AgreementsAgreement”) with J. Aron & Company, a subsidiary of the Goldman Sachs Group, Inc. (“J. Aron”), which was terminated effective as of July 31, 2023, letter of credit fees associated with the purchase of certain crude oils and the amortization of deferred financing costs.
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Income Tax Expense— PBF LLC is organized as a limited liability company and PBFX is a master limited partnership, both of which are treated as “flow-through” entities for federal income tax purposes and therefore are not subject to income tax. However, two subsidiaries of Chalmette Refining L.L.C (“Chalmette Refining”) and oneour Canadian subsidiary, of PBF Holding thatEnergy Limited (“PBF Ltd.”) are treated as C-Corporations for income tax purposes and may incur income taxes with respect to their earnings, as applicable. The members of PBF LLC are required to include their proportionate share of PBF LLC’s taxable income or loss, which includes PBF LLC’s allocable share of PBFX’s pre-tax income or loss, on their respective tax returns. PBF LLC generally makes distributions to its members, per the terms of PBF LLC’s amended and restated limited liability company agreement, related to such taxes on a pro-rata basis. PBF Energy recognizes an income tax expense or benefit in our consolidated financial statementsCondensed Consolidated Financial Statements based on PBF Energy’s allocable share of PBF LLC’s pre-tax income or loss, which was approximately 96.6%99.3% and 95.2%99.2%, on a weighted-average basis for the three months ended SeptemberJune 30, 20172023 and 2016,June 30, 2022, respectively. PBF Energy’s condensed consolidated financial statementsCondensed Consolidated Financial Statements do not reflect any benefit or provision for income taxes on the pre-tax income or loss attributable to the noncontrolling interests in PBF LLC or PBFX (although, as described above, PBF LLC must make tax distributions to all its members on a pro-rata basis). PBF Energy’s effective tax rate, excluding the impact of noncontrolling interest,interests, for the three months ended SeptemberJune 30, 20172023. and 2016June 30, 2022 was 39.4%25.4% and 43.1%9.8%, respectively, reflecting tax adjustments for discrete items and the impact of earnings in foreign tax jurisdictions.respectively.
Noncontrolling Interest— PBF Energy is the sole managing member of, and has a controlling interest in, PBF LLC. As the sole managing member of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF LLC and its subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its subsidiaries, including PBFX. With respect to the consolidation of PBF LLC, the Company records a noncontrolling interest for the economic interest in PBF LLC held by members other than PBF Energy, and with respect to the consolidation of PBFX, the Company records a noncontrolling interest for the economic interests in PBFX held by the public unit holdersunitholders of PBFX prior to the close of the Merger Transaction, and with respect to the consolidation of PBF Holding, the Company records

we record a 20% noncontrolling interest for the ownership interests in two subsidiaries of Chalmette Refining held by a third party. The total noncontrolling interest on the consolidated statementsCondensed Consolidated Statements of operationsOperations represents the portion of the Company’s earnings or loss attributable to the economic interests held by members of PBF EnergyLLC other than PBF Energy, by the public common unit holdersunitholders of PBFX prior to the close of the Merger Transaction and by the third party stockholder inthird-party stockholders of certain of Chalmette Refining’s subsidiaries. The total noncontrolling interest on the balance sheetCondensed Consolidated Balance Sheets represents the portion of the Company’s net assets attributable to the economic interests held by the members of PBF LLC other than PBF Energy by the public common unit holders of PBFX and by the third party stockholderthird-party stockholders of T&M Terminal Company and Collins Pipeline Company.the two Chalmette Refining subsidiaries. PBF Energy’s weighted-average equity noncontrolling interest ownership percentage in PBF LLC for the three months ended SeptemberJune 30, 20172023 and 2016June 30, 2022 was approximately 3.4%0.7% and 4.8%0.8%, respectively. The carrying amount of the noncontrolling interest on our consolidated balance sheetCondensed Consolidated Balance Sheets attributable to the noncontrolling interest is not equal to the noncontrolling interest ownership percentage due to the effect of income taxes and related agreements that pertain solely to PBF Energy.
Nine
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Six Months Ended SeptemberJune 30, 20172023 Compared to the NineSix Months Ended SeptemberJune 30, 20162022
Overview— Net PBF Energy net income was $223.0$1,416.3 million for the ninesix months ended SeptemberJune 30, 20172023 compared to $153.8net income of $1,232.5 million for the ninesix months ended SeptemberJune 30, 2016.2022. Net income attributable to PBF Energy stockholders was $173.6$1,402.5 million, or $1.57$10.67 per diluted share, for the ninesix months ended SeptemberJune 30, 20172023 ($1.5710.67 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $1.18$5.06 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income excluding special items, as described below in Non-GAAP Financial Measures), compared to net income attributable to PBF Energy stockholders of $116.3$1,182.6 million, or $1.19$9.58 per diluted share, for the ninesix months ended SeptemberJune 30, 20162022 ($1.199.58 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or a loss of $0.67$11.03 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net lossincome excluding special items, as described below in Non-GAAP Financial Measures). The net income or loss attributable to PBF Energy stockholders represents PBF Energy’s equity interest in PBF LLC’s pre-tax income, less applicable income tax expense. PBF Energy’s weighted-average equity interest in PBF LLC was 96.6%99.3% and 95.2%99.2% for the ninesix months ended SeptemberJune 30, 20172023 and 2016,2022, respectively.
Our results for the ninesix months ended SeptemberJune 30, 20172023 were net positively impacted by special items. During the nine months ended September 30, 2017, we incurred positive special items consisting of a change in fair value of contingent consideration of $32.9 million, or $24.3 million net of tax, related to changes in the formestimated fair value of the Martinez Contingent Consideration, a non-cash pre-tax LCM inventory adjustmentgain on the formation of approximately $97.9the SBR equity method investment of $968.9 million, or $59.4$717.0 million net of tax, and a pre-tax change ingain on the tax receivable agreement liabilitysale of $0.6a parcel of land at our Torrance refinery of $1.7 million, or $0.3 million net of tax, which were partially offset by a special item related to pre-tax debt extinguishment costs associated with the early retirement of our 2020 Senior Secured Notes of $25.5 million, or $15.4$1.3 million net of tax. Our results for the ninesix months ended SeptemberJune 30, 20162022 were positivelynegatively impacted by aspecial items consisting of pre-tax LCM inventory adjustmentcharges associated with the change in the Tax Receivable Agreement liability of approximately $320.8$286.5 million, or $193.8$212.3 million net of tax, and a change in fair value of the contingent consideration of $127.9 million, or $94.8 million net of tax, primarily related to the Martinez Contingent Consideration, partially offset by a change in$123.4 million tax benefit associated with the remeasurement of certain deferred tax receivable agreement liabilityassets, and a gain on the extinguishment of $3.1debt associated with the repurchase of a portion of our 2028 Senior Notes and 2025 Senior Notes of $3.8 million, or $1.9$2.8 million net of tax. The LCM inventory adjustments were recorded due to movements in the price of crude oil and refined products in the periods presented.
Excluding the impact of these special items, when comparing our results were positively impacted by higher throughput volumes atto the majority ofsix months ended June 30, 2022, we experienced an overall decrease in our refineries and higherrefining margins due to unfavorable movements in crack spreads realized at each of our refineries, which were impactedand crude oil differentials. In addition, refined product margins benefited in the prior year from global supply disruptions, caused in large part by the hurricane-related reduction in refining throughput in the Gulf Coast regionconflict between Russia and tightening product inventories, specifically distillates, as well as lower costs to comply with the RFS. Notably, we benefited from the improvedUkraine. These decreasing metrics have negatively impacted our revenues, gross margin and operating performance of our Chalmette and Torrance refineries.income. test
Revenues—Revenues totaled $15.3$18.5 billion for the ninesix months ended SeptemberJune 30, 20172023 compared to $11.2$23.2 billion for the ninesix months ended SeptemberJune 30, 2016, an increase2022, a decrease of approximately $4.1$4.7 billion, or 36.5%20.3%. Revenues per barrel were $62.38$98.73 and $57.28$128.12 for the ninesix months ended SeptemberJune 30, 20172023 and 2016,2022, respectively, an increasea decrease of 8.9%22.9% directly related to higherlower hydrocarbon commodity prices. For the ninesix months ended SeptemberJune 30, 2017,2023, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 330,100315,200 bpd, 146,500126,000 bpd, 182,600169,200 bpd and 126,900283,300 bpd, respectively. For the ninesix months ended SeptemberJune 30, 2016,2022, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 327,900277,700 bpd, 165,700149,300 bpd, 171,300181,400 bpd and 139,600279,300 bpd, respectively. The throughput rates at our East Coast refineries were substantially unchanged in 2017 compared to 2016. Our West Coast refinery was not acquired until the beginning of the third quarter of 2016. The decrease in

throughput rates at our West Coast refinery in 2017 compared to 2016 is primarily due to planned downtime at our Torrance refinery for its first significant turnaround under our ownership, which was completed early in the third quarter of 2017. For the ninesix months ended SeptemberJune 30, 2017, the2023, total barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 358,000365,000 bpd, 160,600139,400 bpd, 221,700178,250 bpd and 155,200349,800 bpd, respectively. For the ninesix months ended SeptemberJune 30, 2016, the2022, total barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 366,000329,200 bpd, 175,700153,700 bpd, 209,000194,900 bpd and 177,100323,500 bpd, respectively.
Overall average throughput rates were slightly higher in the six months ended June 30, 2023 compared to the same period in 2022, despite turnaround activity at several refineries during the six months ended June 30, 2023. We plan to continue operating our refineries based on demand and current market conditions. Total refined product barrels sold were higher than throughput rates, reflecting sales from inventory as well as sales and purchases of refined products outside the refinery.our refineries.
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Consolidated Gross Margin— GrossConsolidated gross margin including refinery operating expenses and depreciation, totaled $689.9$1,086.8 million or $3.22 per barrel of throughput, for the ninesix months ended SeptemberJune 30, 20172023, compared to $524.0$2,136.3 million or $2.69 per barrel of throughput, for the ninesix months ended SeptemberJune 30, 2016, an increase2022, a decrease of $165.8approximately $1,049.5 million. Gross refining margin (as described below in Non-GAAP Financial Measures) totaled $1,912.9$2,566.0 million, or $8.91$15.86 per barrel of throughput ($1,814.9for the six months ended June 30, 2023 compared to $3,458.9 million, or $8.46$21.54 per barrel of throughput excluding the impact of special items), for the ninesix months ended SeptemberJune 30, 2017 compared to $1,529.6 million, or $7.85 per barrel of throughput ($1,208.7 million or $6.20 per barrel of throughput excluding the impact of special items), for the nine months ended September 30, 2016, an increase2022, a decrease of approximately $383.3 million, or $606.2 million excluding special items.
Excluding the impact of special items,$892.9 million. Consolidated gross margin and gross refining margin increaseddecreased due to improvedunfavorable movements in the crack spreads for eachand crude oil differentials at the majority of our refineries, reducedrefineries. During the six months ended June 30, 2023 and June 30, 2022, our margin calculations were not impacted by special items.
Additionally, our results continue to be impacted by significant costs to comply with the RFS. Total RFS and positive margin contributions from our Torrance refinery following its first significant turnaround under our ownership, which was completed early in the third quarter of 2017. Costs to comply with our obligation under the RFS totaled $203.2compliance costs were $470.2 million for the ninesix months ended SeptemberJune 30, 20172023 compared to $251.9$627.1 million for the ninesix months ended SeptemberJune 30, 2016. In addition, gross margin and gross refining margin were positively impacted by a non-cash LCM inventory adjustment of approximately $97.9 million on a net basis resulting from an increase in crude oil and refined product prices in comparison to the prices at year end. The non-cash LCM inventory adjustment increased gross margin and gross refining margin by approximately $320.8 million for the nine months ended September 30, 2016.2022.
Average industry refining margins in the Mid-Continent were strongerunfavorable during the ninesix months ended SeptemberJune 30, 2017 as2023 compared to the same period in 2016. The WTI (Chicago) 4-3-1 industry crack spread was $14.70 per barrel, or 12.5% higher,2022, primarily due to decreased refining margins as a result of unfavorable movements in the nine months ended September 30, 2017 as compared to $13.07 per barrel in the same period in 2016. Our margins were unfavorably impacted by our refinery specific crude slate in the Mid-Continent which was impacted by a declining WTI/Bakken differential partially offset by an improving WTI/Syncrude differential, which averaged a premium of $1.86 per barrel during the nine months ended September 30, 2017 as compared to a premium of $2.67 per barrel in the same period of 2016.
On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $14.84 per barrel, or 12.6% higher in the nine months ended September 30, 2017, as compared to $13.18 per barrel in the same period in 2016. The Dated Brent/Maya differential was $0.80 lower in the nine months ended September 30, 2017 as compared to the same period in 2016. The Dated Brent/WTI differential was $1.83 higher in the nine months ended September 30, 2017 as compared to the same period in 2016, partially offset by a narrowing WTI/Bakken differential, which was approximately $0.95 per barrel less favorable in the nine months ended September 30, 2017 as compared to the same period in 2016.
Gulf Coast industry refining margins improved during the nine months ended September 30, 2017 as compared to the same period in 2016. The LLS (Gulf Coast) 2-1-1 industry crack spread was $13.75 per barrel, or 32.9% higher, in the nine months ended September 30, 2017 as compared to $10.35 per barrel in the same period in 2016. Crude differentials slightly decreased with the WTI/LLS differential averaging a premium of $2.41 per barrel during the nine months ended September 30, 2017 as compared to a premium of $1.79 per barrel in the same period of 2016.
Additionally, we benefited from improvements in the West Coast industry refining margins during the nine months ended September 30, 2017 as compared to the same period in 2016. The ANS (West Coast) 4-3-1 industry

crack spread was $18.78 per barrel, or 9.1% higher, in the nine months ended September 30, 2017 as compared to $17.22 per barrel in the same period in 2016. Partially offsetting the improved crack spreads and crude oil differentials weakened withat the WTI/ANS differential averaging a premiummajority of $2.82 per barrel during the nine months ended September 30, 2017 as compared to a premium of $0.17 per barrel in the same period of 2016. As the Torrance refinery was not acquired until the beginning of the third quarter of 2016, we did not benefit from the contribution of this refinery for the full nine months of the prior year.our refineries.
Favorable movements in these benchmark crude differentials typically result in lower crude costs and positively impact our earnings while reductions in these benchmark crude differentials typically result in higher crude costs and negatively impact our earnings.
On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $30.09 per barrel, or 21.8% lower, in the six months ended June 30, 2023, as compared to $38.47 per barrel in the same period in 2022. Our margins were impacted from our refinery specific slate on the East Coast by strengthened Dated Brent/Maya and WTI/Bakken differentials, which increased by $5.47 per barrel and $1.41 per barrel, respectively, in comparison to the same period in 2022. The WTI/WCS differential decreased to $16.42 per barrel in the six months ended June 30, 2023 compared to $16.96 in the same period in 2022, which unfavorably impacted our cost of heavy Canadian crude.
Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $28.44 per barrel, or 9.0% lower, in the six months ended June 30, 2023 as compared to $31.24 per barrel in the same period in 2022. Our margins were positively impacted from our refinery specific slate in the Mid-Continent by a strengthened WTI/Bakken differential, which increased by $1.41 per barrel, slightly offset by a weakened WTI/Syncrude differential, which decreased by $0.96 per barrel, in comparison to the same period in 2022.
On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $30.26 per barrel, or 18.8% lower, in the six months ended June 30, 2023 as compared to $37.27 per barrel in the same period in 2022. Margins on the Gulf Coast were negatively impacted from our refinery specific slate by a weakened WTI/LLS differential, which averaged a premium of $2.50 per barrel for the six months ended June 30, 2023 as compared to a premium of $1.92 per barrel in the same period of 2022.
On the West Coast, the ANS (West Coast) 4-3-1 industry crack spread was $36.08 per barrel, or 16.5% lower, in the six months ended June 30, 2023 as compared to $43.20 per barrel in the same period in 2022. Additionally (West Coast) 3-2-1 industry crack spread was $36.36 per barrel, or 15.0% lower, in the six months ended June 30, 2023 as compared to $42.76 per barrel in the same period in 2022. Our margins on the West Coast were negatively impacted from our refinery specific slate by a weakening WTI/ANS differential, which averaged a premium of $3.87 per barrel for the six months ended June 30, 2023 as compared to a premium of $2.16 per barrel in the same period of 2022.
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Operating Expenses— Operating expenses totaled $1,267.1$1,378.4 million for the ninesix months ended SeptemberJune 30, 20172023 compared to $989.3$1,258.0 million for the ninesix months ended SeptemberJune 30, 2016,2022, an increase of $277.8approximately $120.4 million, or 28.1%9.6%. Of the total $1,267.1$1,378.4 million ofin operating expenses, for the nine months ended September 30, 2017, $1,225.0$1,320.4 million or $5.71$8.16 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $42.1$58.0 million related to expenses incurred by the Logistics segment ($972.21,209.4 million or $4.98$7.53 per barrel of throughput, and $17.1$48.6 million of operating expenses for the ninesix months ended SeptemberJune 30, 20162022 related to the Refining and Logistics segments, respectively). The increase in operating expenses was mainly attributable to an increase of $237.3 million inhigher maintenance and operational costs associated with the Torrance refinery and related logistics assets. Total operating expenses for the nine months ended September 30, 2017, excluding our Torrance refinery, increased due to higher maintenance an utility costs across all our other refineries. The operating expenses related to the Logistics segment consists of costs related to the operationscheduled turnarounds and maintenance of PBFX’s assets, which were higher primarily due to acquisitions by PBFX during 2016 and 2017.increased production.
General and Administrative Expenses— General and administrative expenses totaled $143.2$164.2 million for the ninesix months ended SeptemberJune 30, 20172023 compared to $125.0$206.7 million for the ninesix months ended SeptemberJune 30, 2016, an increase2022, a decrease of approximately $18.2$42.5 million or 14.6%20.6%. The increase in general and administrative expenses for the nine months ended September 30, 2017 over the same period of 2016 primarily relates to increased employee related expenses of $28.3 million driven by higher incentive compensation costs in the nine months ended September 30, 2017 as compared to the same period in 2016 as well as higher employee headcount. These increases were partially offset by lower costs associated with acquisition and integration related activities which were approximately $10.1 million lower in the nine months ended September 30, 2017 as compared to the same period in 2016. Our general and administrative expenses were lower in comparison to the prior year due to lower employee-related expenses, including the recognition of incentive compensation. General and administrative costs are comprised of the personnel, facilities and other infrastructure costs necessary to support our refineries and related logisticallogistics assets.
Gain on formation of SBR equity method investment— There was a gain of $968.9 million for the six months ended June 30, 2023, resulting from the difference between the carrying value and fair value of the assets associated with the contributed SBR business.
Loss (Gain) on Sale of Assets— There was a net gain of $1.4 million for the six months ended June 30, 2023 related primarily to the sale of a parcel of land at our Torrance refinery. There was a loss of $0.9$0.3 million on sale of assets for the ninesix months ended SeptemberJune 30, 2017 relating to non-operating refinery assets. There was a loss of $11.4 million on sale of assets for the nine months ended September 30, 2016 relating2022 related primarily to the sale of non-operating refiningrefinery assets.
Depreciation and Amortization Expense— Depreciation and amortization expense totaled $208.2$288.3 million for the ninesix months ended SeptemberJune 30, 20172023 (including $197.8$284.1 million recorded within Cost of sales) compared to $163.0$242.2 million for the ninesix months ended SeptemberJune 30, 20162022 (including $158.6$238.4 million recorded within Cost of sales), an increase of approximately $45.1$46.1 million. The increase was a result of additional depreciation expense associated with the assets acquired in the Torrance Acquisition and a general increase in our fixed asset base due to capital projects and turnarounds completed since the thirdsecond quarter of 2016.2022.
Change in Fair Value of Contingent Consideration, net— Change in fair value of contingent consideration represented a gain of $32.9 million and a loss of $127.9 million for the six months ended June 30, 2023 and June 30, 2022, respectively. These gains and losses were primarily related to changes in the estimated fair value of the Martinez Contingent Consideration.
Change in Tax Receivable Agreement Liability— ChangeThere were no changes in the tax receivable agreementTax Receivable Agreement liability for the ninesix months ended SeptemberJune 30, 20172023. Changes in the Tax Receivable Agreement liability for the six months ended June 30, 2022 represented a gaincharge of $0.6 million as compared$286.5 million. This charge was primarily the result of changes in the deferred tax asset valuation allowance recorded in accordance with ASC 740 related to a lossthe reduction of $3.1 million fordeferred tax assets associated with the same period of 2016.payments made or expected to be made in connection with the Tax Receivable Agreement liability.
Change in Fair Value of Catalyst LeasesObligations— Change in the fair value of catalyst leasesobligations represented a lossgain of $1.0$1.2 million for the ninesix months ended SeptemberJune 30, 20172023 compared to a lossgain of $4.6$2.3 million for the ninesix months ended SeptemberJune 30, 2016.2022. These lossesgains relate to the change in fair value of the precious metals underlying the sale

and leaseback of our refineries’ precious metals catalyst,metal catalysts, which we are obligated to repurchase at fair market value upon lease termination.
Gain on Extinguishment of Debt— There was no gain or loss on the lease termination dates.
Debt extinguishment costs - Debtof debt for the six months ended June 30, 2023. There was a gain on the extinguishment costs of $25.5debt of $3.8 million incurred in the ninesix months ended SeptemberJune 30, 2017 relate2022, related to nonrecurring charges associated with debt refinancing activity calculated based on the difference between the carrying valuerepurchase of the 2020 Senior Secured Notes on the date that they were reacquired and the amount for which they were reacquired. There were no such costs in the same period of 2016.
Interest Expense, net— Interest expense totaled $114.9 million for the nine months ended September 30, 2017 compared to $112.0 million for the nine months ended September 30, 2016, an increase of approximately $2.9 million. This net increase is attributable to higher borrowings under our Revolving Loan partially offset by lower interest expense on a portion of our senior notes that were refinanced2028 Senior Notes and 2025 Senior Notes.
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Interest Expense, net— PBF Energy interest expense totaled $32.5 million for the six months ended June 30, 2023 compared to $163.9 million for the six months ended June 30, 2022, a decrease of approximately $131.4 million. The net decrease is mainly attributable to the redemption of the 2025 Senior Secured Notes during the third quarter of 2022 and the redemption of the PBFX 2023 Senior Notes during the first quarter of 2023, as well as no outstanding balances on our revolving credit facilities as of June 30, 2023. Additionally, there was a $29.5 million increase in May 2017 (see “Note 7 - Debt” for additional details).interest income earned during the six months ended June 30, 2023 driven by higher interest rates in comparison to the prior year. Interest expense includes interest on long-term debt, including the PBFX credit facilities, costs related to the sale and leaseback of our precious metals catalyst,metal catalysts, financing costs associated with the A&RThird Inventory Intermediation AgreementsAgreement with J. Aron, which was terminated effective as of July 31, 2023, letter of credit fees associated with the purchase of certain crude oils and the amortization of deferred financing costs.
Income Tax Expense— PBF LLC is organized as a limited liability company and PBFX is a master limited partnership, both of which are treated as “flow-through” entities for federal income tax purposes and therefore are not subject to income tax. However, two subsidiaries of Chalmette Refining and oneour Canadian subsidiary, of PBF Holding thatLtd, are treated as C-Corporations for income tax purposes and may incur income taxes with respect to their earnings, as applicable. The members of PBF LLC are required to include their proportionate share of PBF LLC’s taxable income or loss, which includes PBF LLC’s allocable share of PBFX’s pre-tax income or loss, on their respective tax returns. PBF LLC generally makes distributions to its members, per the terms of PBF LLC’s amended and restated limited liability company agreement, related to such taxes on a pro-rata basis. PBF Energy recognizes an income tax expense or benefit in our consolidated financial statementsCondensed Consolidated Financial Statements based on PBF Energy’s allocable share of PBF LLC’s pre-tax income or loss, which was approximately 96.6%99.3% and 95.2%99.2%, on a weighted-average basis for the ninesix months ended SeptemberJune 30, 20172023 and 2016,June 30, 2022, respectively. PBF Energy’s condensed consolidated financial statementsCondensed Consolidated Financial Statements do not reflect any benefit or provision for income taxes on the pre-tax income or loss attributable to the noncontrolling interests in PBF LLC or PBFX (although, as described above, PBF LLC must make tax distributions to all its members on a pro-rata basis). PBF Energy’s effective tax rate, excludingincluding the impact of noncontrolling interest,interests, for the ninesix months ended SeptemberJune 30, 20172023 and 2016June 30, 2022 was 39.4%25.3% and 42.5%9.6%, respectively, reflecting tax adjustments for discrete items and the impact of earnings in foreign tax jurisdictions.respectively.
Noncontrolling Interest— PBF Energy is the sole managing member of, and has a controlling interest in, PBF LLC. As the sole managing member of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF LLC and its subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its subsidiaries, including PBFX. With respect to the consolidation of PBF LLC, the Company recordswe record a noncontrolling interest for the economic interest in PBF LLC held by members other than PBF Energy, and with respect to the consolidation of PBFX, the Company recordswe recorded a noncontrolling interest for the economic interests in PBFX held by the public unit holdersunitholders of PBFX prior to the close of the Merger Transaction, and with respect to the consolidation of PBF Holding, the Company recordswe record a 20% noncontrolling interest for the ownership interests in two subsidiaries of Chalmette Refining held by a third party.third-party. The total noncontrolling interest on the consolidated statementsCondensed Consolidated Statements of operationsOperations represents the portion of the Company’s earnings or loss attributable to the economic interests held by members of PBF EnergyLLC other than PBF Energy, by the public common unit holdersunitholders of PBFX prior to the close of the Merger Transaction and by the third party stockholder inthird-party stockholders of certain of Chalmette Refining’s subsidiaries. The total noncontrolling interest on the balance sheetCondensed Consolidated Balance Sheets represents the portion of the Company’s net assets attributable to the economic interests held by the members of PBF LLC other than PBF Energy by the public common unit holders of PBFX and by the third party stockholderthird-party stockholders of T&M Terminal Company and Collins Pipeline Company.the two Chalmette Refining subsidiaries. PBF Energy’s weighted-average equity noncontrolling interest ownership percentage in PBF LLC for the ninesix months ended SeptemberJune 30, 20172023 and 20162022 was approximately 3.4%0.7% and 4.8%0.8%, respectively. The carrying amount of the noncontrolling interest on our Condensed Consolidated Balance Sheets attributable to the noncontrolling interest is not equal to the noncontrolling interest ownership percentage due to the effect of income taxes and related agreements that pertain solely to PBF Energy.

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Non-GAAP Financial Measures
Management uses certain financial measures to evaluate our operating performance that are calculated and presented on the basis of methodologies other than in accordance with GAAP (“non-GAAP”Non-GAAP”). These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP,accounting principles generally accepted in the United States of America (“GAAP”), and our calculations thereof may not be comparable to similarly entitled measures reported by other companies.
Special Items
The non-GAAPNon-GAAP measures presented include Adjusted Fully-Converted Net Income (Loss) excluding special items, gross refining margin excluding special items, EBITDA excluding special items, and gross refining marginnet debt to capitalization excluding special items. The specialSpecial items for the periods presented relate to an LCM inventory adjustment,net changes in fair value of contingent consideration, gain on extinguishment of debt, changes in the Tax Receivable Agreement liability, gain on land sales, gain on the formation of the SBR equity method investment, and net tax receivable agreement liability and debt extinguishment costs (as further explained in “Notesbenefit on remeasurement of deferred tax assets. See “Notes to Non-GAAP Financial Measures” below for more details on page 63).all special items disclosed. Although we believe that non-GAAPNon-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-GAAPNon-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.
Adjusted Fully-Converted Net Income (Loss) and Adjusted Fully-Converted Net Income (Loss) Excluding Special Items
PBF Energy utilizes results presented on an Adjusted Fully-Converted basis that reflects an assumed exchange of all PBF LLC Series A Units for shares of PBF Energy Class A common stock of PBF Energy.stock. In addition, we present results on an Adjusted Fully-Converted basis excluding special items as described above. We believe that these Adjusted Fully-Converted measures, when presented in conjunction with comparable GAAP measures, are useful to investors to compare PBF Energy results across different periods and to facilitate an understanding of our operating results.
Neither Adjusted Fully-Converted Net Income (Loss) nor Adjusted Fully-Converted Net Income (Loss) excluding special items should be considered an alternative to net income (loss) presented in accordance with GAAP. Adjusted Fully-Converted Net Income (Loss) and Adjusted Fully-Converted Net Income (Loss) excluding special items presented by other companies may not be comparable to our presentation, since each company may define these terms differently. The differences between Adjusted Fully-Converted and GAAP results are as follows:
1.
Assumed exchange of all PBF LLC Series A Units for shares of PBF Energy Class A common stock. As a result of the assumed exchange of all PBF LLC Series A Units, the noncontrolling interest related to these units is converted to controlling interest. Management believes that it is useful to provide the per-share effect associated with the assumed exchange of all PBF LLC Series A Units.
1.    Assumed exchange of all PBF LLC Series A Units for shares of PBF Energy Class A common stock. As a result of the assumed exchange of all PBF LLC Series A Units, the noncontrolling interest related to these units is converted to controlling interest. Management believes that it is useful to provide the per-share effect associated with the assumed exchange of all PBF LLC Series A Units.
2.    Income Taxes. Prior to PBF Energy’s initial public offering (“IPO”), PBF Energy was organized as a limited liability company treated as a “flow-through” entity for income tax purposes, and even after PBF Energy’s IPO, not all of its earnings are subject to corporate-level income taxes. Adjustments have been made to the Adjusted Fully-Converted tax provisions and earnings to assume that PBF Energy had adopted its post-IPO corporate tax structure for all periods presented and is taxed as a C-corporation in the U.S. at the prevailing corporate rates. These assumptions are consistent with the assumption in clause 1 above that all PBF LLC Series A Units are exchanged for shares of PBF Energy Class A common stock, as the assumed exchange would change the amount of PBF Energy’s earnings that are subject to corporate income tax.
52

2.
Income Taxes. Prior to PBF Energy’s initial public offering (“IPO”), we were organized as a limited liability company treated as a “flow-through” entity for income tax purposes, and even after PBF Energy’s IPO, not all of our earnings are subject to corporate-level income taxes. Adjustments have been made to the Adjusted Fully-Converted tax provisions and earnings to assume that we had adopted our post-IPO corporate tax structure for all periods presented and are taxed as a C-corporation in the U.S. at the prevailing corporate rates. These assumptions are consistent with the assumption in clause 1 above that all PBF LLC Series A Units are exchanged for shares of PBF Energy Class A common stock, as the assumed exchange would change the amount of our earnings that is subject to corporate income tax.

The following table reconciles ourPBF Energy’s Adjusted Fully-Converted results with ourits results presented in accordance with GAAP for the three and ninesix months ended SeptemberJune 30, 20172023 and 2016:2022 (in millions, except share and per share amounts):
 Three Months Ended 
 September 30,		 Nine Months Ended 
 September 30,
 2017 2016 2017 2016
Net income attributable to PBF Energy Inc. stockholders$314,365
 $42,111
 $173,625
 $116,253
Less: Income allocated to participating securities272
 —
 811
 —
Income available to PBF Energy Inc. stockholders - basic314,093
 42,111
 172,814
 116,253
Add: Net income attributable to the noncontrolling interest (1)
18,137
 3,797
 9,677
 10,755
Less: Income tax expense (2)
(7,139) (1,504) (3,809) (4,259)
Adjusted fully-converted net income$325,091
 $44,404
 $178,682
 $122,749
Special Items:       
Add: Non-cash LCM inventory adjustment (3)
(265,077) (103,990) (97,943) (320,833)
Add: Change in tax receivable agreement liability (3)
(565) 3,143
 (565) 3,143
Add: Debt extinguishment costs (3)
—
 —
 25,451
 —
Add: Recomputed income taxes on special items (3)
104,556
 39,935
 28,755
 125,805
Adjusted fully-converted net income (loss) excluding special items$164,005
 $(16,508) $134,380
 $(69,136)
        
Weighted-average shares outstanding of PBF Energy Inc.109,724,595
 97,825,357
 109,634,921
 97,823,708
Conversion of PBF LLC Series A Units (4)
3,825,508
 4,966,632
 3,832,464
 4,956,853
Common stock equivalents (5)
332,137
 343,810
 324,157
 430,356
Adjusted fully-converted shares outstanding-diluted113,882,240
 103,135,799
 113,791,542
 103,210,917
        
Diluted net income per share$2.85
 $0.43
 $1.57
 $1.19
Adjusted fully-converted net income (per fully exchanged, fully diluted shares outstanding)$2.85
 $0.43
 $1.57
 $1.19
Adjusted fully-converted net income (loss) excluding special items (per fully exchanged, fully diluted shares outstanding)$1.44
 $(0.16) $1.18
 $(0.67)
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net income attributable to PBF Energy Inc. stockholders$1,020.4 $1,203.7 $1,402.5 $1,182.6 
Less: Income allocated to participating securities— — — — 
Income available to PBF Energy Inc. stockholders - basic1,020.4 1,203.7 1,402.5 1,182.6 
Add: Net income attributable to noncontrolling interest (1)
9.9 12.2 13.4 12.2 
Less: Income tax expense (2)
(2.6)(3.2)(3.5)(3.2)
Adjusted fully-converted net income$1,027.7 $1,212.7 $1,412.4 $1,191.6 
Special Items: (3)
Add: Change in fair value of contingent consideration, net(16.6)77.6 (32.9)127.9 
Add: Gain on extinguishment of debt— (3.8)— (3.8)
Add: Change in Tax Receivable Agreement liability— 267.2 — 286.5 
Add: Gain on land sales— — (1.7)— 
Add: Gain on formation of SBR equity method investment(968.9)— (968.9)— 
Add: Net tax benefit on remeasurement of deferred tax assets— (136.2)— (123.4)
Add: Recomputed income tax on special items256.1 (88.3)260.9 (106.3)
Adjusted fully-converted net income excluding special items$298.3 $1,329.2 $669.8 $1,372.5 
Weighted-average shares outstanding of PBF Energy Inc.125,288,452 121,268,354 127,028,449 120,886,059 
Conversion of PBF LLC Series A Units (4)
910,457 923,334 910,457 925,649 
Common stock equivalents (5)
4,247,093 3,466,358 4,489,701 2,599,837 
Fully-converted shares outstanding-diluted130,446,002 125,658,046 132,428,607 124,411,545 
Diluted net income per share$7.88 $9.65 $10.67 $9.58 
Adjusted fully-converted net income per fully exchanged, fully diluted shares outstanding (5)
$7.88 $9.65 $10.67 $9.58 
Adjusted fully-converted net income excluding special items per fully exchanged, fully diluted shares outstanding (3) (5)
$2.29 $10.58 $5.06 $11.03 
——————————
See Notes to Non-GAAP Financial Measures on page 63Measures.
53

Gross Refining Margin and Gross Refining Margin Excluding Special Items
Gross refining margin is defined as consolidated gross margin excluding refinery depreciation, refinery operating expenses, and gross margin of PBFX. We believe both gross refining margin and gross refining margin excluding special items are important measures of operating performance and provide useful information to investors because they are helpful metric comparisons to the industry refining margin benchmarks, as the refining margin benchmarks do not include a charge for refinery operating expenses and depreciation. In order to assess our operating performance,

we compare our gross refining margin (revenue(revenues less cost of products and other) to industry refining margin benchmarks and crude oil prices as defined in the table below.
Neither gross refining margin nor gross refining margin excluding special items should be considered an alternative to consolidated gross margin, operating income from operations, net cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Gross refining margin and gross refining margin excluding special items presented by other companies may not be comparable to our presentation, since each company may define these terms differently.
The following table presents our GAAP calculation of gross margin and a reconciliation of gross refining margin to the most directly comparable GAAP financial measure, consolidated gross margin, on a historical basis, as applicable, for each of the periods indicated (in thousands,millions, except per barrel amounts):
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 Three Months Ended September 30,
 2017 2016
 $ per barrel of throughput $ per barrel of throughput
Calculation of gross margin:       
Revenues$5,478,951
 $70.09
 $4,513,204
 $62.39
Less: Cost of products and other4,352,061
 55.67
 3,862,580
 53.39
Less: Refinery operating expenses389,591
 4.98
 404,045
 5.59
Less: Refinery depreciation expenses70,338
 0.90
 51,337
 0.71
Gross margin$666,961
 $8.54
 $195,242
 $2.70
Reconciliation of gross margin to gross refining margin:       
Gross margin$666,961
 $8.54
 $195,242
 $2.70
Less: Revenues of PBFX(65,494) (0.84) (48,433) (0.67)
Add: Affiliate cost of sales of PBFX2,611
 0.03
 2,164
 0.03
Add: Refinery operating expenses389,591
 4.98
 404,045
 5.59
Add: Refinery depreciation expense70,338
 0.90
 51,337
 0.71
Gross refining margin$1,064,007
 $13.61
 $604,355
 $8.36
Special items:
 
   
Add: Non-cash LCM inventory adjustment (3)
(265,077) (3.39) (103,990) (1.44)
Gross refining margin excluding special items$798,930
 $10.22
 $500,365
 $6.92
Three Months Ended June 30,
20232022
RECONCILIATION OF CONSOLIDATED GROSS MARGIN TO GROSS REFINING MARGIN AND GROSS REFINING MARGIN EXCLUDING SPECIAL ITEMS$per barrel of throughput$per barrel of throughput
Calculation of gross margin:
Revenues$9,157.6 $107.54 $14,077.7 $164.15 
Less: Cost of sales8,647.2 101.54 12,138.2 141.54 
Consolidated gross margin$510.4 $6.00 $1,939.5 $22.61 
Reconciliation of consolidated gross margin to gross refining margin:
Consolidated gross margin$510.4 $6.00 $1,939.5 $22.61 
Add: PBFX operating expense30.2 0.34 28.3 0.33 
Add: PBFX depreciation expense9.2 0.11 9.1 0.11 
Less: Revenues of PBFX(94.0)(1.10)(93.4)(1.09)
Add: Refinery operating expense571.4 6.71 613.8 7.16 
Add: Refinery depreciation expense133.0 1.56 110.9 1.29 
Gross refining margin$1,160.2 $13.62 $2,608.2 $30.41 
Gross refining margin excluding special items$1,160.2 $13.62 $2,608.2 $30.41 
Six Months Ended June 30,
20232022
RECONCILIATION OF CONSOLIDATED GROSS MARGIN TO GROSS REFINING MARGIN AND GROSS REFINING MARGIN EXCLUDING SPECIAL ITEMS$per barrel of throughput$per barrel of throughput
Calculation of consolidated gross margin:
Revenues$18,452.6 $114.07 $23,219.4 $144.52 
Less: Cost of sales17,365.8 107.35 21,083.1 131.22 
Consolidated gross margin$1,086.8 $6.72 $2,136.3 $13.30 
Reconciliation of consolidated gross margin to gross refining margin:
Consolidated gross margin$1,086.8 $6.72 $2,136.3 $13.30 
Add: PBFX operating expense67.2 0.42 57.6 0.36 
Add: PBFX depreciation expense18.2 0.11 18.6 0.12 
Less: Revenues of PBFX(192.5)(1.19)(182.8)(1.14)
Add: Refinery operating expense1,320.4 8.16 1,209.4 7.53 
Add: Refinery depreciation expense265.9 1.64 219.8 1.37 
Gross refining margin$2,566.0 $15.86 $3,458.9 $21.54 
Gross refining margin excluding special items$2,566.0 $15.86 $3,458.9 $21.54 
——————————
See Notes to Non-GAAP Financial Measures on page 63

Measures.
55
 Nine Months Ended September 30,
 2017 2016
 $ per barrel of throughput $ per barrel of throughput
Calculation of gross margin:       
Revenues$15,250,649
 $71.07
 $11,171,856
 $57.28
Less: Cost of products and other13,154,521
 61.30
 9,524,119
 48.83
Less: Refinery operating expenses1,225,014
 5.71
 972,223
 4.98
Less: Refinery depreciation expenses181,238
 0.84
 151,473
 0.78
Gross margin$689,876
 $3.22
 $524,041
 $2.69
Reconciliation of gross margin to gross refining margin:       
Gross margin$689,876
 $3.22
 $524,041
 $2.69
Less: Revenues of PBFX(188,300) (0.88) (125,641) (0.64)
Add: Affiliate cost of sales of PBFX5,041
 0.02
 7,486
 0.04
Add: Refinery operating expenses1,225,014
 5.71
 972,223
 4.98
Add: Refinery depreciation expense181,238
 0.84
 151,473
 0.78
Gross refining margin$1,912,869
 $8.91
 $1,529,582
 $7.85
Special items:       
Add: Non-cash LCM inventory adjustment (3)
(97,943) (0.45) (320,833) (1.65)
Gross refining margin excluding special items$1,814,926
 $8.46
 $1,208,749
 $6.20

——————————
See Notes to Non-GAAP Financial Measures on page 63
EBITDA, EBITDA Excluding Special Items and Adjusted EBITDA
Our management uses EBITDA (earnings before interest, income taxes, depreciation and amortization), EBITDA excluding special items and Adjusted EBITDA as measures of operating performance to assist in comparing performance from period to period on a consistent basis and to readily view operating trends, as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations, and in communications with our boardBoard of directors,Directors, creditors, analysts and investors concerning our financial performance. Our outstanding indebtedness for borrowed money and other contractual obligations also include similar measures as a basis for certain covenants under those agreements which may differ from the Adjusted EBITDA definition described below.
EBITDA, EBITDA excluding special items and Adjusted EBITDA are not presentations made in accordance with GAAP and our computation of EBITDA, EBITDA excluding special items and Adjusted EBITDA may vary from others in our industry. In addition, Adjusted EBITDA contains some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the agreements governing our senior notes and other credit facilities. EBITDA, EBITDA excluding special items and Adjusted EBITDA should not be considered as alternatives to operating income (loss)from operations or net income (loss) as measures of operating performance. In addition, EBITDA, EBITDA excluding special items and Adjusted EBITDA are not presented as, and should not be considered, an alternative to cash flows from operations as a measure of liquidity. Adjusted EBITDA is defined as EBITDA before adjustments for items such as equity-basedstock-based compensation expense, gains (losses) from certain derivative activities and contingent consideration, the non-cash change in the deferralfair value of gross profit related to the sale of certain finished products, the write down of inventory to the LCM,catalyst obligations, changes in the Tax Receivable Agreement liability for tax receivable agreement due to factors out of ourPBF Energy’s control such as changes in tax rates, debt extinguishment costs related to refinancing activitiesnet change in the fair value of contingent consideration and certain other non-cash items. Other companies, including other companies in

our industry, may calculate EBITDA, EBITDA excluding special items and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. EBITDA, EBITDA excluding special items and Adjusted EBITDA also have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include that EBITDA, EBITDA excluding special items and Adjusted EBITDA:
•do not reflect depreciation expense or our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
•do not reflect changes in, or cash requirements for, our working capital needs;
•do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
•do not reflect realized and unrealized gains and losses from certain hedging activities, which may have a substantial impact on our cash flow;
•do not reflect certain other non-cash income and expenses; and
•exclude income taxes that may represent a reduction in available cash.

56

The following tables reconcile net income (loss) as reflected in ourPBF Energy’s results of operations to EBITDA, EBITDA excluding special items and Adjusted EBITDA for the periods presented (in thousands)millions):
   Three Months Ended 
 September 30,		 Nine Months Ended 
 September 30,
    
   2017 2016 2017 2016
Reconciliation of net income to EBITDA and EBITDA excluding special items:       
Net income$347,226
 $56,444
 $223,045
 $153,756
Add: Depreciation and amortization expense78,520
 56,036
 208,155
 163,029
Add: Interest expense, net36,990
 38,527
 114,871
 111,994
Add: Income tax (benefit) expense203,979
 31,673
 112,889
 85,607
EBITDA$666,715
 $182,680
 $658,960
 $514,386
Special Items:       
Add: Non-cash LCM inventory adjustment (3)
$(265,077) $(103,990) $(97,943) $(320,833)
Add: Change in tax receivable agreement liability (3)
(565) 3,143
 (565) 3,143
Add: Debt extinguishment costs (3)
—
 —
 25,451
 —
EBITDA excluding special items$401,073
 $81,833
 $585,903
 $196,696
          
Reconciliation of EBITDA to Adjusted EBITDA:       
EBITDA$666,715
 $182,680
 $658,960
 $514,386
Add: Stock based compensation4,222
 3,622
 18,064
 16,331
Add: Non-cash change in fair value of catalyst leases(473) (77) 1,011
 4,556
Add: Non-cash LCM inventory adjustment (3)
(265,077) (103,990) (97,943) (320,833)
Add: Change in tax receivable agreement liability (3)
(565) 3,143
 (565) 3,143
Add: Debt extinguishment costs (3)
—
 —
 25,451
 —
Adjusted EBITDA$404,822
 $85,378
 $604,978
 $217,583
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Reconciliation of net income to EBITDA and EBITDA excluding special items:
Net income$1,030.4 $1,235.8 $1,416.3 $1,232.5 
Add: Depreciation and amortization expense144.5 122.0 288.3 242.2 
Add: Interest expense, net13.8 85.5 32.5 163.9 
Add: Income tax expense347.9 131.3 474.4 125.2 
EBITDA$1,536.6 $1,574.6 $2,211.5 $1,763.8 
Special Items(3)
Add: Change in fair value of contingent consideration, net(16.6)77.6 (32.9)127.9 
Add: Gain on extinguishment of debt— (3.8)— (3.8)
Add: Change in Tax Receivable Agreement liability— 267.2 — 286.5 
Add: Gain on land sales— — (1.7)— 
Add: Gain on formation of SBR equity method investment(968.9)— (968.9)— 
EBITDA excluding special items$551.1 $1,915.6 $1,208.0 $2,174.4 
Reconciliation of EBITDA to Adjusted EBITDA:
EBITDA$1,536.6 $1,574.6 $2,211.5 $1,763.8 
Add: Stock-based compensation9.7 10.3 18.9 18.0 
Add: Change in fair value of catalyst obligations(0.5)(7.2)(1.2)(2.3)
Add: Change in fair value of contingent consideration, net(3)
(16.6)77.6 (32.9)127.9 
Add: Gain on extinguishment of debt(3)
— (3.8)— (3.8)
Add: Change in Tax Receivable Agreement liability(3)
— 267.2 — 286.5 
Add: Gain on land sales(3)
— — (1.7)— 
Add: Gain on formation of SBR equity method investment(3)
(968.9)— (968.9)— 
Adjusted EBITDA$560.3 $1,918.7 $1,225.7 $2,190.1 
——————————
See Notes to Non-GAAP Financial MeasuresMeasures.
57

Net Debt to Capitalization Ratio and Net Debt to Capitalization Ratio Excluding Special Items
The total debt to capitalization ratio is calculated by dividing total debt by the sum of total debt and total equity. This ratio is a measurement that management believes is useful to investors in analyzing our leverage. Net debt and the net debt to capitalization ratio are Non-GAAP measures. Net debt is calculated by subtracting cash and cash equivalents from total debt. We believe these measurements are also useful to investors since we have the ability to and may decide to use a portion of our cash and cash equivalents to retire or pay down our debt. Additionally, we have also presented the total debt to capitalization and net debt to capitalization ratios excluding the cumulative effects of special items on page 63equity.

June 30,December 31,
20232022
Balance Sheet Data:
Cash and cash equivalents$1,516.9 $2,203.6 
Inventories2,832.3 2,763.6 
Total assets14,034.2 13,549.1 
Total debt1,441.5 1,959.1 
Total equity6,183.3 5,056.0 
Total equity excluding special items (6)
$5,045.2 $4,660.5 
Total debt to capitalization ratio19 %28 %
Total debt to capitalization ratio, excluding special items (6)
22 %30 %
Net debt to capitalization ratio*(1)%(5)%
Net debt to capitalization ratio, excluding special items* (6)
(2)%(6)%
* Negative ratio exists as of 6/30/2023 and 12/31/2022 as cash is in excess of debt.
——————————
See Notes to Non-GAAP Financial Measures.
58

Notes to Non-GAAP Financial Measures
The following notes are applicable to the Non-GAAP Financial Measures above: 
(1)Represents the elimination of the noncontrolling interest associated with the ownership by the members of PBF LLC other than PBF Energy, as if such members had fully exchanged their PBF LLC Series A Units for shares of PBF Energy’s Class A common stock.
(2)
Represents an adjustment to apply PBF Energy’s expected full-year statutory tax rate of approximately 39.4% and 39.6% for the 2017 and 2016
(1)Represents the elimination of the noncontrolling interest associated with the ownership by the members of PBF LLC other than PBF Energy, as if such members had fully exchanged their PBF LLC Series A Units for shares of PBF Energy Class A common stock.
(2)    Represents an adjustment to reflect PBF Energy’s estimated annualized statutory corporate tax rate of approximately 26.0% and 25.9% for the 2023 and 2022 periods, respectively, applied to the net income attributable to the noncontrolling interest for all periods presented. The adjustment assumes the full exchange of existing PBF LLC Series A Units as described in (1) above.
(3)Special items: In accordance with GAAP, we are required to state our inventories at the lower of cost or market. Our inventory cost is determined by the last-in, first-out (“LIFO”) inventory valuation methodology, in which the most recently incurred costs are charged to cost of sales and inventories are valued at base layer acquisition costs. Market is determined based on an assessment of the current estimated replacement cost and net realizable selling price of the inventory. In periods where the market price of our inventory declines substantially, cost values of inventory may exceed market values. In such instances, we record an adjustment to write down the value of inventory to market value in accordance with GAAP. In subsequent periods, the value of inventory is reassessed and an LCM inventory adjustment is recorded to reflect the net change in the LCM inventory reserve between the prior period and the current period. The net impact of these LCM inventory adjustments are included in the Refining segment’s operating income, but are excluded from the operating results presented in the table in order to make such information comparable between periods.
The following table includesadjustment assumes the lowerfull exchange of cost or market inventory reserveexisting PBF LLC Series A Units as described in (1) above.
(3)    Special items:
Change in fair value of each date presented (in thousands):
 2017 2016
January 1,$595,988
 $1,117,336
June 30,763,122
 900,493
September 30,498,045
 796,503
The following table includescontingent consideration, net - During the corresponding impactthree months ended June 30, 2023, we recorded a net change in fair value of changes in the lower of cost or market inventory reserve on operatingMartinez Contingent Consideration which increased income from operations and net income forby $16.6 million and $12.3 million, respectively. During the periods presented (in thousands):
 Three Months Ended 
 September 30,		 Nine Months Ended 
 September 30,
  
 2017 2016 2017 2016
Net LCM inventory adjustment benefit in operating income$265,077
 $103,990
 $97,943
 $320,833
Net LCM inventory adjustment benefit in net income160,743
 62,810
 59,393
 193,783
Additionally, during bothsix months ended June 30, 2023, we recorded a net change in fair value of the Martinez Contingent Consideration which increased income from operations and net income by $32.9 million and $24.3 million, respectively. During the three and nine months ended SeptemberJune 30, 20172022, we recorded a change in tax receivable agreement liability that increased operatingfair value of the Martinez Contingent Consideration which decreased income from operations and net income by $0.6$77.6 million and $0.3$57.5 million, respectively. During both the three and ninesix months ended SeptemberJune 30, 20162022, we recorded a change in tax receivable agreement liability thatfair value of the Martinez Contingent Consideration, which decreased operating income from operations and net income by $3.1$127.9 million and $1.9$94.8 million, respectively.
Gain on extinguishment of debt - During the three and six months ended June 30, 2022, we recorded a pre-tax gain on extinguishment of debt related to the repurchase of a portion of the 2028 Senior Notes and the 2025 Senior Notes, which increased income before taxes and net income by $3.8 million and $2.8 million, respectively. There were no such gains during the three and six months ended June 30, 2023.
Gain on land sales - During the six months ended June 30, 2023, we recorded a gain on the sale of a separate parcel of real property acquired as part of the Torrance refinery, but not part of the refinery itself, which increased income from operations and net income by $1.7 million and $1.3 million, respectively. There was no such gain in any other periods presented.
Gain on formation of SBR equity method investment - During the three and six months ended June 30, 2023, we recorded a gain resulting from the difference between the carrying value and the fair value of the assets associated with the contributed SBR business, which increased income from operations and net income by $968.9 million and $717.0 million, respectively. There was no such gain in any other periods presented.
Change in Tax Receivable Agreement liability - During the three and six months ended June 30, 2023, there was no change in the Tax Receivable Agreement liability. During the three months ended June 30, 2022, we recorded a change in the Tax Receivable Agreement liability that decreased income before income taxes and net income by $267.2 million and $198.0 million, respectively. During the six months ended June 30, 2022, we recorded a change in the Tax Receivable Agreement liability that decreased income before income taxes and net income by $286.5 million and $212.3 million, respectively. The changes in the tax receivable agreementTax Receivable Agreement liability reflect charges or benefits attributable to changes in ourPBF Energy’s obligation under the tax receivable agreementTax Receivable Agreement due to factors out of our control such as changes in tax rates.

Furthermore, during the nine months ended September 30, 2017, we recorded pre-tax debt extinguishment costs of $25.5 million relatedrates, as well as periodic adjustments to the redemptionour liability based, in part, on an updated estimate of the 2020 Senior Secured Notes. These nonrecurring charges decreased netamounts that we expect to pay, using assumptions consistent with those used in our concurrent estimate of the deferred tax asset valuation allowance.
59

Recomputed income by $15.4 million for the nine months ended September 30, 2017. There were no such costs in the three months ended September 30, 2017 nor in either the three or nine months ended September 30, 2016.
tax on special items - The income tax impact of theon these special items, wereother than the net tax expense special item discussed below, is calculated using the tax rates shown in footnote (2) above.
(4)Represents an adjustment to weighted-average diluted shares to assume the full exchange of existing PBF LLC Series A Units as described in (1) above.
(5)Represents weighted-average diluted shares outstanding assuming the conversion of all common stock equivalents, including options and warrants for PBF LLC Series A Units and options for shares of PBF Energy Class A common stock as calculated under the treasury stock method (to the extent the impact of such exchange would not be anti-dilutive) for the three and nine months ended September 30, 2017 and 2016, respectively. Common stock equivalents exclude the effects of options and warrants to purchase 6,484,650 and 6,554,650 shares of PBF Energy Class A common stock and PBF LLC Series A Units because they are anti-dilutive for the three and nine months ended September 30, 2017, respectively. Common stock equivalents exclude the effects of options and warrants to purchase 5,161,125 and 4,364,250 shares of PBF Energy Class A common stock and PBF LLC Series A Units because they are anti-dilutive for the three and nine months ended September 30, 2016, respectively.
Net tax benefit on remeasurement of deferred tax assets - The deferred tax valuation allowance was reduced to zero as of December 31, 2022, therefore, there was no impact to our financial statements related to the remeasurement of deferred tax assets as of June 30, 2023. During the three and six months ended June 30, 2022, we recorded a decrease to our deferred tax valuation allowance of $205.4 million and $197.6 million, respectively, in accordance with ASC 740, of which $136.2 million and $123.4 million, respectively, related to a tax benefit with respect to the remeasurement of deferred tax assets and the balance related to our net changes in the Tax Receivable Agreement liability.
(4)    Represents an adjustment to weighted-average diluted shares outstanding to assume the full exchange of existing PBF LLC Series A Units as described in (1) above.
(5)    Represents weighted-average diluted shares outstanding assuming the conversion of all common stock equivalents, including options and warrants for PBF LLC Series A Units and performance share units and options for shares of PBF Energy Class A common stock as calculated under the treasury stock method (to the extent the impact of such exchange would not be anti-dilutive) for the three and six months ended June 30, 2023 and 2022, respectively. Common stock equivalents exclude the effects of performance share units and options and warrants to purchase 1,057,673 and 1,130,197 shares of PBF Energy Class A common stock and PBF LLC Series A units because they are anti-dilutive for the three and six months ended June 30, 2023, respectively. Common stock equivalents exclude the effects of performance share units and options and warrants to purchase 3,539,238 and 7,934,448 shares of PBF Energy Class A common stock and PBF LLC Series A units because they are anti-dilutive for the three and six months ended June 30, 2022, respectively. For periods showing a net loss, all common stock equivalents and unvested restricted stock are considered anti-dilutive.
(6)    Total Equity excluding special items is calculated in the table below:
June 30,December 31,
20232022
(in millions)
Total equity$6,183.3 $5,056.0 
  Special Items (Note 3)
Add: Change in fair value of contingent consideration, net(45.9)(13.0)
Add: Gain on land sales(89.5)(87.8)
Add: Gain on formation of SBR equity method investment(968.9)— 
Add: Cumulative historical equity adjustments (a)(421.6)(421.6)
Less: Recomputed income tax on special items387.8 126.9 
       Net impact of special items(1,138.1)(395.5)
Total equity excluding special items$5,045.2 $4,660.5 
(a) Refer to the Company’s 2022 Annual Report on Form 10-K (“Notes to Non-GAAP Financial Measures” within Management’s Discussion and Analysis of Financial Condition and Results of Operations) for a listing of special items included in cumulative historical equity adjustments prior to 2023.

60

Liquidity and Capital Resources
Overview
Our primary sources of liquidity are our cash flows from operations, cash and cash equivalents and borrowing availability under our credit facilities,facility, 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 needs, dividend payment,payments, debt service andrequirements, share repurchases under our share repurchase program, requirements, as well as ourPBF Energy’s obligations under the tax receivable agreement,Tax Receivable Agreement, for the next twelve months. However, our ability to generate sufficient cash flow from operations depends, in part, on petroleum oil market pricing and general economic, political and other factors beyond our control. WeAs of June 30, 2023, we are in compliance as of September 30, 2017 with all of the covenants, including financial covenants, in all of our debt agreements.
Cash Flow Analysis
Cash Flows from Operating Activities
Net cash provided by operating activities was $322.2$505.7 million for the ninesix months ended SeptemberJune 30, 20172023 compared to net cash provided by operating activities of $388.2$2,269.0 million for the ninesix months ended SeptemberJune 30, 2016.2022. Our operating cash flows for the ninesix months ended SeptemberJune 30, 2017 included2023 include our net income of $223.0$1,416.3 million, deferred income taxes of $311.6 million, depreciation and amortization of $215.1 million, deferred income taxes of $111.3$299.7 million, pension and other post-retirement benefits costs of $31.7$23.9 million, equity-basedstock-based compensation of $18.1$18.9 million, changes in the fair value of our catalyst leases of $1.0 million, debt extinguishment costs related to the refinancing of our 2020 Senior Secured Notes of $25.5 million, and a loss on sale of assets of $0.9 million, partially offset by a net non-cash benefit of $97.9 million relating to a LCM inventory adjustment, net non-cash charges relatingrelated to the change in the fair value of our inventory repurchase obligations of $26.7$8.5 million, partially offset by a gain on formation of the SBR equity method investment of $968.9 million, net change in the fair value of the Martinez Contingent Consideration of $32.9 million, gain on sale of assets of $1.4 million, and changesa change in the tax receivable agreement liabilityfair value of $0.6our catalyst obligations of $1.2 million. In addition, net changes in operating assets and liabilities reflected uses of cash of $179.2$568.8 million driven by the timing of inventory purchases, payments for accrued expenses and accounts payable and collections of accounts receivable. The change in accrued expenses was due primarily to a decrease in renewable energy credit and emissions obligations, as a result of a decrease in our unfunded RINs obligation. Our operating cash flows for the ninesix months ended SeptemberJune 30, 20162022 included our net income of $153.8$1,232.5 million, depreciation and amortization of $170.9 million, deferred income taxes of $194.4 million, plus net non-cash charges relating to the change in the fair value of our inventory repurchase obligations of $29.3 million, pension and other post-retirement benefits costs of $25.9 million, equity-based compensation of $16.3 million, changes in the fair value of our catalyst leases of $4.6 million, changes in tax receivable agreement

liability of $3.1 million and a loss on sale of assets of $11.4 million, partially offset by a net non-cash benefit of $320.8 million relating to a LCM inventory adjustment. In addition, net changes in operating assets and liabilities reflected sourcesreflecting cash proceeds of cash of $99.3$276.3 million, driven by the timing of inventory purchases, payments for accrued expenses and accounts payablespayable, and collections of accounts receivables.receivable. Change in accrued expenses was due primarily to an increase in renewable energy credit and emissions obligations, as a result of an increase in our unfunded RINs obligation as of June 30, 2022. Our overall increase in cash provided by operating activities also included change in the Tax Receivable Agreement liability of $286.5 million, depreciation and amortization of $253.0 million, change in fair value of the contingent consideration of $127.9 million primarily associated with the Martinez Contingent Consideration, deferred income taxes of $60.2 million pension and other post-retirement benefits costs of $23.8 million, stock-based compensation of $18.0 million, and loss on sale of assets of $0.3 million, partially offset by a gain on extinguishment of debt related to the repurchase of a portion of our 2028 Senior Notes and 2025 Senior Notes of $3.8 million, net non-cash charges related to changes in fair value of our inventory repurchase obligations of $3.4 million and change in the fair value of our catalyst obligations of $2.3 million.
61

Cash Flows from Investing Activities
Net cash used in investing activities was $609.9$314.7 million for the ninesix months ended SeptemberJune 30, 20172023 compared to net cash used in investing activities of $1,247.0$436.9 million for the ninesix months ended SeptemberJune 30, 2016.2022. The net cash flows used in investing activities for the ninesix months ended SeptemberJune 30, 20172023 was comprised of cash outflows of $267.2 million for capital expenditures totaling $447.1 million, expenditures for refinery turnarounds of $341.6$268.0 million, and expenditures for other assets of $31.1 million and expenditures for the acquisition of Toledo Terminal by PBFX of $10.1$35.0 million, partially offset by $40.0return of capital from our equity method investee of $431.0 million and proceeds from the sale of net maturitiesassets of marketable securities. Net$4.4 million. The net cash used in investing activities for the ninesix months ended SeptemberJune 30, 20162022 was comprised of cash outflows of $971.9 million used to fund the Torrance Acquisition, capital expenditures totaling $194.6$226.5 million, expenditures for refinery turnarounds of $138.9$166.8 million, and expenditures for other assets of $27.7 million, cash consideration of $98.4 million used to fund the PBFX Plains Assets Purchase, and a final net working capital settlement of $2.7 million associated with the acquisition of the Chalmette refinery, partially offset by $174.3 million of net maturities of marketable securities and $13.0 million of proceeds from sale of assets.$43.6 million.
Cash Flows from Financing Activities
Net cash used in financing activities was $157.7$877.7 million for the ninesix months ended SeptemberJune 30, 20172023 compared to net cash provided byused in financing activities of $539.8$999.3 million for the ninesix months ended SeptemberJune 30, 2016.2022. For the ninesix months ended SeptemberJune 30, 2017,2023, net cash used byin financing activities consisted of the redemption of the PBFX 2023 Senior Notes of $525.0 million, the share repurchase of PBF Energy’s Class A Common stock of $267.6 million, payments related to the Martinez Contingent Consideration of $80.1 million, dividends and distributions of $53.1 million, payments on finance leases of $5.8 million and deferred financing costs and other of $1.5 million, partially offset by proceeds from insurance premium financing of $35.0 million and transactions made in connection with stock-based compensation plans of $20.4 million. Forthe six months ended June 30, 2022, net cash used in financing activities consisted of net repayments on the PBF Holding’s asset-based revolving credit facility (the “Revolving Credit Facility”) of $900.0 million, net repayments on the PBFX Revolving Credit Facility of $70.0 million, $25.9 million related to the repurchase of the principal amount outstanding of the 2028 Senior Notes and the 2025 Senior Notes, excluding accrued interest, distributions and dividends of $134.4$19.6 million, repaymentpayments on finance leases of $5.7 million, payments related to the earn-out liability associated with the PBFX Term Loanacquisition of $39.7CPI Operations LLC of $2.7 million, principal amortization paymentsand deferred financing costs and other of the PBF Rail Term Loan of $5.0$7.8 million, partially offset by cash proceeds from insurance premium financing of $21.4 million from$32.4 million.
Debt and Credit Facility
Long-Term Debt Related Transactions
Senior Notes
On February 2, 2023, we exercised our rights under the issuanceindenture governing the PBFX 2023 Senior Notes to redeem all of the 2025outstanding PBFX 2023 Senior Notes netat a price of cash paid to redeem100% of the 2020 Senior Secured Notesaggregate principal, plus accrued and related issuance costs. Additionally, duringunpaid interest through the nine months ended September 30, 2017, we borrowed and repaid $490.0 million under our Revolving Loan resulting in no net change to amounts outstandingdate of redemption. The aggregate redemption price for the nine months ended September 30, 2017. For the nine months ended September 30, 2016, netPBFX 2023 Senior Notes approximated $525.0 million plus accrued and unpaid interest, inclusive of unamortized premium and deferred financing costs of $0.7 million. The redemption was financed using cash provided by financing activities consisted of proceeds from theon hand.
PBFX Revolving Loan of $550.0 million, net proceeds fromCredit Facility
On June 20, 2023, we terminated the PBFX Revolver of $144.7 million, net proceeds from issuance of PBFX common units of $138.3 million and proceeds from a catalyst lease of $7.9 million, partially offset by distributions and dividends of $115.1 million, repayments of the PBFX Term Loan of $174.5 million and repayments of the Rail Facility of $11.5 million.
Liquidity
As of September 30, 2017, our total liquidity was approximately $1,232.7 million, compared to total liquidity of approximately $1,280.9 million as of December 31, 2016. Total liquidity is the sum of our cash and cash equivalents plus the estimated amount available under the Revolving Loan. In addition, as of September 30, 2017 and December 31, 2016, PBFX had approximately $167.2 million of borrowing capacityCredit Facility. There were no outstanding borrowings under the PBFX Revolving Credit Facility which is available to PBFX to fund working capital, acquisitions, distributions, capital expenditures and for other general corporate purposes.as of the termination date.
Working CapitalLiquidity
Our working capital at SeptemberAs of June 30, 20172023, our operational liquidity was $1,153.6 million, consistingmore than $3.7 billion (more than $4.9 billion as of $3,445.9 million in total current assets and $2,292.3 million in total current liabilities. Our working capital at December 31, 2016 was $1,350.7 million, consisting2022), which consists of $3,407.3 million$1.5 billion of cash, excluding cash held at PBFX, and more than $2.2 billion of borrowing availability under our Revolving Credit Facility, which includes our cash on hand.
As of June 30, 2023, outstanding letters of credit totaled approximately $287.0 million.
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We are actively monitoring the ongoing volatility in totalthe global oil markets and we continue to adjust our operational plans to evolving market conditions.
We may, at any time and from time to time, seek to continue to repurchase or retire our outstanding debt securities through cash purchases (and/or exchanges for equity or debt), in open-market purchases, block trades, privately negotiated transactions or otherwise, upon such terms and at such prices as we may determine. We will evaluate any such transactions in light of then-existing market conditions, taking into account our current assetsliquidity and $2,056.5 millionprospects for future access to capital, the trading prices of our debt securities, legal requirements and contractual restrictions and economic and market conditions. The amounts involved in total current liabilities. Working capital has decreased primarilyany such transactions, individually or in the aggregate, may be material. We are not obligated to repurchase any of our debt securities other than as a resultset forth in the applicable indentures, and repurchases may be made, or if made, discontinued at any time without prior notice.
We may incur additional indebtedness in the future, including secured indebtedness, subject to the satisfaction of capital expenditures, including turnaround costs, partially offset by earnings during the nine months ended September 30, 2017.

Capital Spending
Net capital spending was $649.9 million for the nine months ended September 30, 2017, which primarily included turnaround costs, safety related enhancements, facility improvements at the refineriesany debt incurrence and, the acquisition of the Toledo Terminal by PBFX. Excluding PBFX, we currently expect to spend an aggregate of approximately $600.0 millionif applicable, lien incurrence limitation covenants in net capital expenditures during the full year 2017 for facility improvements and refinery maintenance and turnarounds, the majority of which have been completed as of September 30, 2017. Significant capital spending for the full year 2017 included turnarounds for the FCC at our Delaware City refinery, several major process units at our Torrance refinery and the Chalmette refinery’s crude and ancillary units, as well as expenditures to meet Tier 3 requirements. In addition, PBFX expects to spend an aggregate of $110.0 million to $120.0 million in net capital expenditures during the full year 2017 primarily on growth projects.existing financing agreements.
Share Repurchases
OurOn December 12, 2022, our Board of Directors has authorized the repurchase of up to $300.0$500.0 million of ourPBF Energy's Class A common stock (the “Repurchase Program”), which expires on September 30, 2018. Asstock. On May 3, 2023, our Board of September 30, 2017,Directors approved an increase in the repurchase authorization amount under the Repurchase Program from $500.0 million to $1.0 billion and extended the program expiration date to December 2025. To date, we have purchased approximately 6.05 million11,347,247 shares of ourPBF Energy's Class A common stock under the Repurchase Program for $150.8$441.7 million, inclusive of commissions paid, through open market transactions. No repurchases of our Class A common stock were made during the three months ended September 30, 2017. We currently have the ability to purchase approximately anmay make additional $149.2 million in common stock under the approved Repurchase Program.
These repurchases may be made from time to time through various methods, including open market transactions, block trades, accelerated share repurchases privately negotiated transactions or otherwise, certain of which may be effected through Rule 10b5-1 and Rule 10b-18 plans. The timing and number of shares repurchased will depend on a variety of factors, including price, capital availability, legal requirements and economic and market conditions. Wein the future, but we are not obligated to purchase any shares under the Repurchase Program, and repurchases maycould be suspended or discontinued at any time without prior notice.
Working Capital
PBF Energy’s working capital at June 30, 2023 was $2,002.3 million, consisting of $6,304.7 million in total current assets and $4,302.4 million in total current liabilities. PBF Energy’s working capital at December 31, 2022 was $1,345.6 million, consisting of $6,546.3 million in total current assets and $5,200.7 million in total current liabilities.
Capital Spending
Capital spending was $750.1 million for the six months ended June 30, 2023 and was primarily comprised of annual maintenance, turnaround costs at our Delaware City, Toledo, Chalmette, Torrance and Martinez refineries and spending related to our Renewable Diesel Facility at the Chalmette refinery. Capital spending also included costs associated with safety related enhancements and facility improvements at our refineries and logistics assets. Excluding capital expenditures related to our Renewable Diesel Facility, we currently expect to spend an aggregate of approximately $750.0 million during full-year 2023 for facility improvements and refinery maintenance and turnarounds, as well as expenditures to meet environmental, regulatory and safety requirements.
Construction of the Renewable Diesel Facility was substantially completed as of June 30, 2023. During the second quarter of 2023 prior to the closing of the SBR equity method investment, we invested approximately $107.4 million in capital related to the project. The remaining capital expenditures to complete the project are not expected to be material.
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Crude and Feedstock Supply Agreements
CertainWe currently purchase all of our purchases of crude oil under our agreements with foreign national oil companies require that we post letters of credit and arrange for shipment. We pay for the crude when invoiced, at which time the letters of credit are lifted. Our crude and feedstock needs independently from a variety of suppliers on the spot market or through term agreements for our refineries. As part of our term agreements, we currently have various crude supply agreements with PDVSA provide thatterms through 2025 with Shell Oil Products for approximately 145,000 bpd, in the crude oil can be processed at any ofaggregate, to support our EastWest Coast and GulfMid-Continent refinery operations. In addition, we have certain offtake agreements for our West Coast refineries. In connectionsystem with the Torrance Acquisition, we entered into a crude supply agreementsame counterparty for clean products with ExxonMobil to deliver crude oil to our Torrance refinery.varying terms.
Inventory Intermediation AgreementsAgreement
On May 4, 2017 and September 8, 2017, PBF Holding and its subsidiaries, DCR and PRC,We entered into amendments to the A&RThird Inventory Intermediation AgreementsAgreement with J. Aron, pursuant to which certain termssupport the operations of Delaware City Refining Company LLC, Paulsboro Refining Company LLC and Chalmette Refining (collectively, the existing inventory intermediation agreements were amended, including, among other things, pricing and an extension of the terms. As a result of the amendments (i) the A&R“PBF Entities”). The Third Inventory Intermediation Agreement by and among J. Aron, PBF Holding and PRC relatingwas set to the Paulsboro refinery extends the term toexpire on December 31, 2019,2024, which term may becould have been further extended by mutual consent of the parties to December 31, 2020 and (ii)2025. However, on June 28, 2023, the A&RPBF Entities entered into a second amendment of the Third Inventory Intermediation Agreement by and among J. Aron, PBF Holding and DCR relating to amend certain provisions in order to allow for the Delaware City refinery extends the term to July 1, 2019, which term may be further extended by mutual consentearly termination of the parties to July 1, 2020.
Pursuant to each A&RThird Inventory Intermediation Agreement J. Aron continues to purchase and hold title to certaineffective as of July 31, 2023. Following the early termination, we own all of the intermediate and finished products (the “Products”inventory previously held by J. Aron.
At June 30, 2023, the last-in, first-out (“LIFO”) 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 outcarrying value 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 continues to market and sell independently to third parties.

At September 30, 2017, the LIFO value of intermediates and finished products owned by J. Aron under the Third Inventory Intermediation Agreement included within inventory onInventories in our balance sheetCondensed Consolidated Balance Sheets was $343.9$234.1 million. We accrue a corresponding liability for such crude oil, intermediates and finished products.
Off-Balance Sheet Arrangements and Contractual Obligations and Commitments
We have no off-balance sheet arrangements as of September 30, 2017, other than outstanding letters of credit in the amount of approximately $330.4 million and operating leases.
Tax Receivable Agreement ObligationsObligation
We expect that the payments that we may make under the tax receivable agreement will be substantial. AsPBF Energy has recognized, as of SeptemberJune 30, 2017, we have recognized2023 and December 31, 2022, a liability for the tax receivable agreementTax Receivable Agreement of $610.8$338.6 million, reflecting our estimate of the estimated undiscounted amounts that we expectPBF Energy expects to pay under the agreement, due to exchangesnet of PBF LLC Series A Units for sharesany deferred tax asset valuation allowance recognized in accordance with ASC 740. As of June 30, 2023, $61.1 million of the Tax Receivable Agreement obligation is recorded as a current liability and represents PBF Energy’s Class A common stock that occurred priorbest estimate of payments to that date, andbe made within a year. As future taxable income is recorded, increases in PBF Energy’s Tax Receivable Agreement liability may be necessary in conjunction with the revaluation of deferred tax assets. If PBF Energy does not have taxable income, PBF Energy generally is not required (absent a change of control or circumstances requiring an early termination payment) to range over the next five years from approximately $39.6 million to $60.0 million per year and decline thereafter. In addition, under certain circumstances, our obligationsmake payments under the Tax Receivable Agreement for that taxable year because no benefit will have been actually realized. However, any tax receivable agreementbenefits that do not result in realized benefits in a given tax year will likely generate tax attributes that may be accelerated and determined based on certain assumptions set forth therein. Assuming thatutilized to generate benefits in previous or future tax years. The utilization of such tax attributes will result in payments under the market value of a share of our Class A common stock equals $27.61 per share (the closing price on September 30, 2017) and that LIBOR were to be 1.85%, we estimate as of September 30, 2017 that the aggregate amount of these accelerated payments would have been approximately $592.3 million if triggered immediately on such date. Tax Receivable Agreement.
These payment obligations, if any, are obligations of PBF Energy and not of PBF LLC or any of its subsidiaries including PBF Holding or PBFX. However, because PBF Energy is a holding company with no operations of its own, PBF Energy’s ability to make payments under the tax receivable agreementTax Receivable Agreement is dependent upon a number of factors, including its subsidiaries’ ability to make distributions for the benefit of PBF LLC’s members, including PBF Energy, its ability, if necessary, to finance its obligations under the tax receivable agreementTax Receivable Agreement and existing indebtedness which may limit PBF Energy’s subsidiaries’ ability to make distributions.
Future payments under the tax receivable agreement by us in respect of subsequent exchanges of PBF LLC Series A Units for shares of PBF Energy’s Class A common stock would be in addition to the amounts above and are expected to be substantial. The foregoing numbers are merely estimates - the actual payments could differ materially and assume that there are no material changes in the relevant tax law, and that we earn sufficient taxable income to realize all tax benefits that are subject to the tax receivable agreement.materially. It is possible that future transactions or events could increase or decrease the actual tax benefits realized and the corresponding tax receivable agreementTax Receivable Agreement payments.
Dividend
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Dividends and Distribution PolicyDistributions
PBF Energy
With respect to dividends and distributions paid during the nine months ended September 30, 2017,On August 3, 2023, PBF LLC made aggregate non-tax quarterly distributions of $0.90 per unit to its members, of which $98.7 million was distributed to PBF Energy and the balance was distributed to its other members. PBF Energy used this $98.7 million to pay quarterly cash dividends of $0.30 per share of Class A common stock on March 13, 2017, May 31, 2017 and August 31, 2017.
On November 2, 2017, the Company announced a dividend of $0.30$0.20 per share on outstanding PBF Energy Class A common stock. The dividend is payable on November 29, 2017August 31, 2023 to PBF Energy Class A common stockholders of record at the close of business on November 13, 2017.August 17, 2023. PBF LLC intends to make pro-rata distributions of $0.30approximately $25.0 million, or $0.20 per unit to its members, including PBF Energy. PBF Energy, will thenwhich in turn, intends to use this distribution to fund the dividend payments to the shareholders of PBF Energy.
PBF Energy currently intends to continue to pay a quarterly cash dividend of $0.30 per share ofdividends on its Class A common stock. TheHowever, the declaration, amount and payment of this and any other future dividends on shares of PBF Energy Class A common stock will be at the sole discretion of our boardPBF Energy’s Board of directors,Directors, and we are not obligated under any applicable laws, our

governing documents or any contractual agreements with our existing owners or otherwise to declare or pay any dividends or other distributions (other than the obligations of PBF LLC to make tax distributions to its members).
As of September 30, 2017, PBF Energy had $1,173.5 million of unused borrowing availability, which includes PBF Holding cash and cash equivalents of $241.7 million, under the Revolving Loan to fund its operations, if necessary. Accordingly, as of September 30, 2017, there was sufficient cash and cash equivalents and borrowing capacity under our credit facilities available to make distributions to PBF LLC, if necessary, in order for PBF LLC to make pro-rata distributions to its members, including PBF Energy, necessary to fund in excess of one year’s cash dividend payments by PBF Energy. PBF Holding would have been permitted under its debt agreements to make these distributions; however, its ability to continue to comply with its debt covenants is, to a significant degree, subject to its 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 intended dividend and distribution policy.
PBF Logistics LP
PBFX intends to pay a minimum quarterly distribution of at least $0.30per unit per quarter, or $1.20 per unit on an annualized basis, which aggregates to approximately $12.8 million per quarter or $51.2 million per year, based on the current number of common units outstanding. During the nine months ended September 30, 2017, PBFX made quarterly cash distributions totaling $62.8 million of which $30.5 million was distributed to PBF LLC and the balance was distributed to its public unit holders.
On November 2, 2017, the Board of Directors of PBFX’s general partner, PBF GP, announced a distribution of $0.48 per unit on outstanding common units of PBFX. The distribution is payable on November 29, 2017 to PBFX common unit holders of record at the close of business on November 13, 2017.
As of September 30, 2017, PBFX had $3.6 million outstanding letters of credit and $167.2 million available under the PBFX Revolving Credit Facility and cash and cash equivalents of $39.4 million to fund its operations, if necessary. Accordingly, as of September 30, 2017, there was sufficient cash and cash equivalents and borrowing capacity under our credit facilities available to PBFX to make distributions to unit holders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks, including changes in commodity prices and interest rates. Our primary commodity price risk is associated with the difference between the prices we sell our refined products and the prices we pay for crude oil and other feedstocks. We may use derivative instruments to manage the risks from changes in the prices of crude oil and refined products, natural gas, interest rates, or to capture market opportunities.
Commodity Price Risk
Our earnings, cash flow and liquidity are significantly affected by a variety of factors beyond our control, including the supply of, and demand for, crude oil, other feedstocks, refined products and natural gas. The supply of and demand for these commodities depend on, among other factors, changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, planned and unplanned downtime in refineries, pipelines and production facilities, production levels, the availability of imports, the marketing of competitive and alternative fuels, and the extent of government regulation. As a result, the prices of these commodities can be volatile. Our revenues fluctuate significantly with movements in industry refined product prices, our cost of sales fluctuates significantly with movements in crude oil and feedstock prices and our operating expenses fluctuate with movements in the price of natural gas. We manage our exposure to these commodity price risks through our supply and offtake agreements as well as through the use of various commodity derivative instruments.
We may use non-trading derivative instruments to manage exposure to commodity price risks associated with the purchase or sale of crude oil and feedstocks, finished products and natural gas outside of our supply and offtake agreements. The derivative instruments we use include physical commodity contracts and exchange-traded and over-the-counter financial instruments. We mark-to-market our commodity derivative instruments and recognize the changes in their fair value in our statements of operations.
At SeptemberJune 30, 20172023 and December 31, 2016,2022, we had gross open commodity derivative contracts representing 45.729.4 million barrels and 8.830.1 million barrels, respectively, with an unrealized net lossgain of $5.0$16.6 million and $3.5unrealized net gain of $13.9 million, respectively. The open commodity derivative contracts as of SeptemberJune 30, 20172023 expire at various times during 20172023 and 2018.2024.
We carry inventories of crude oil, intermediates and refined products (“hydrocarbon inventories”) on our balance sheet,Condensed Consolidated Balance Sheets, the values of which are subject to fluctuations in market prices. Our hydrocarbon inventories totaled approximately 35.133.5 million barrels and 29.432.8 million barrels at SeptemberJune 30, 20172023 and December 31, 2016,2022, respectively. The average cost of our hydrocarbon inventories was approximately $77.17
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$80.18 and $80.50$80.04 per barrel on a LIFO basis at SeptemberJune 30, 20172023 and December 31, 2016, respectively, excluding2022, respectively. At June 30, 2023 and December 31, 2022, the net impactreplacement value of LCM inventory adjustments of approximately $498.0 million and $596.0 million, respectively.exceeded the LIFO carrying value. If market prices of our inventory decline to a level below our average cost, we may be required to further write down the carrying value of our hydrocarbon inventories to market.
Our predominant variable operating cost is energy, which is comprised primarily of natural gas and electricity. We are therefore sensitive to movements in natural gas prices. Assuming normal operating conditions, we annually consume a total of approximately 68expect our annual consumption to range from 75 million to 95 million MMBTUs of natural gas amongst our five refineries as of September 30, 2017.six refineries. Accordingly, a $1.00 per MMBTU change in natural gas prices would increase or decrease our natural gas costs by approximately $68.0$75.0 million to $95.0 million.
Compliance Program Price Risk
We are exposed to market risks related to our obligations to buy, and the volatility in the price of, credits needed to comply with various governmental and regulatory compliance programs, which includes RINs, required to comply with the RFS. Our overall RINs obligation is based on a percentage of our domestic shipments of on-road fuels as established by the EPA.Environmental Protection Agency. To the degree we are unable to blend the required amount of biofuels to satisfy our RINs obligation, we must purchase RINs on the open market. To mitigate the impact of thisthe market risk relating to our obligations on our results of operations and cash flows, we may elect to purchase RINs when the priceor other environmental credits as part of these instruments is deemed favorable.

our liability management strategy.
In addition, we are exposed to risks associated with complying with federal and state legislative and regulatory measures to address greenhouse gasGHG and other emissions. Requirements to reduce emissions could result in increased costs to operate and maintain our facilities as well as implement and manage new emission controls and programs put in place. Compliance with such emission standards may require the purchase of emission credits or similar instruments.
Certain of these compliance contracts or instruments qualify as derivative instruments. For example, AB32 in California requirescertain of these contracts, we elect the state to reduce its GHG emissions to 1990 levels by 2020.normal purchase normal sale exception under ASC 815, Derivatives and Hedging, for such instruments, and therefore do not record these contracts at their fair value.
Interest Rate Risk
TheCurrently, the maximum availabilitycommitment under our Revolving LoanCredit Facility is $2.64$2.85 billion. Borrowings under the Revolving LoanCredit Facility bear interest either at the Alternative Base Rate plus the Applicable Margin or at Adjusted LIBORthe Term SOFR plus the Applicable Margin, all as defined in the Revolving Loan.Credit Agreement. At June 30, 2023, we had no outstanding balance in variable interest debt. If this facility was fully drawn, a 1.0% change in the interest rate would increase or decrease our interest expense by approximately $26.4$17.6 million annually.
The PBFX Revolving Credit Facility, with a current maximum availability of $360.0 million, bears interest at a variable rate and exposes us to interest rate risk. If this facility was fully drawn, a 1.0% change in the interest rate would result in a $2.9 million change in our interest expense annually.
In addition, the PBF Rail Term Loan, which bears interest at a variable rate, had an outstanding principal balance of $30.0 million at September 30, 2017. A 1.0% change in the interest rate would increase or decrease our interest expense by approximately $0.3 million annually, assuming the current outstanding principal balance on the PBF Rail Term Loan remained outstanding.
We also have interest rate exposure in connection with our A&R Intermediation Agreements under which we pay a time value of money charge based on LIBOR.
Credit Risk
We are subject to risk of losses resulting from nonpayment or nonperformance by our counterparties. We continue to closely monitor the creditworthiness of customers to whom we grant credit and establish credit limits in accordance with our credit policy.

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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
PBF Energy maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information which is required to be disclosed is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management in a timely manner. UnderWe conducted evaluations, under the supervision and with the participation of our management, including PBF Energy’sour principal executive officer and the principal financial officer, we have evaluatedof the effectiveness of our system ofthe disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934)1934 as amended (the “Exchange Act”)) as of SeptemberJune 30, 2017.2023. Based on that evaluation, PBF Energy’supon these evaluations, as required by Exchange Act Rule 13a-15(b), the principal executive officer and the principal financial officer have concluded that PBF Energy’sour disclosure controls and procedures are effective as of SeptemberJune 30, 2017.2023.
Changes in Internal Control Over Financial Reporting
ManagementThere has not identified any changesbeen no change in PBF Energy’sour internal controls over financial reporting during the quarter ended SeptemberJune 30, 20172023 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.


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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On July 24, 2013, the Delaware Department of Natural Resources and Environmental Control (“DNREC”) issued a Notice of Administrative Penalty Assessment and Secretary’s Order to Delaware City Refining for alleged air emission violations that occurred during the re-start of the refinery in 2011 and subsequent to the re-start. The penalty assessment seeks $460,200 in penalties and $69,030 in cost recovery for DNREC’s expenses associated with investigation of the incidents. We dispute the amount of the penalty assessment and allegations made in the order, and are in discussions with DNREC to resolve the assessment. It is possible that DNREC will assess a penalty in this matter but any such amount is not expected to be material to us.
As of November 1, 2015, we acquired Chalmette Refining, which was in discussions with the Louisiana Department of Environmental Quality (“LDEQ”) to resolve self-reported deviations from refinery operations relating to certain Clean Air Act Title V permit conditions, limits and other requirements. LDEQ commenced an enforcement action against Chalmette Refining on November 14, 2014 by issuing a Consolidated Compliance Order and Notice of Potential Penalty (the “Order”) covering deviations from 2009 and 2010. Chalmette Refining and LDEQ subsequently entered into a dispute resolution agreement, the enforcement of which has been suspended while negotiations are ongoing, which may include the resolution of deviations outside the periods covered by the Order. In February 2017, Chalmette Refining and the LDEQ met to resolve the issues under the Order, including the assessment of an administrative penalty against Chalmette Refining. Chalmette Refining and the LDEQ are negotiating a settlement agreement with administrative penalties of approximately $0.7 million. Once the settlement agreement is finalized, it is subject to being circulated for notice and public comment for a 45-day period and must undergo a review by the Louisiana attorney general’s office.
On December 23, 2016, the Delaware City refinery received a Notice of Violation (“NOV”) from DNREC concerning a potential violation of the DNREC order authorizing the shipment of crude oil by barge from the Refinery. The NOV alleges that DCR made shipments to locations other than the Paulsboro refinery in violation of the order and requests certain additional information. On February 7, 2017, DCR responded to the NOV. On March 10, 2017, DNREC issued an approximately $0.2 million fine in a Notice of Penalty Assessment and Secretary’s Order to the Delaware City Refinery for violating the 2013 Secretary’s Order. DNREC determined that the Delaware City refinery had violated the order by failing to make timely and full disclosure to DNREC about the nature and extent of those shipments, and had misrepresented the number of shipments that went to other facilities. The penalty assessment and Secretary’s Order conclude that the 2013 Secretary’s Order was violated by the refinery by shipping crude oil from the Delaware City terminal to three locations other than the Paulsboro refinery, on 15 days in 2014, making a total of 17 separate barge shipments containing approximately 35.7 million gallons of crude oil in total. On April 28, 2017, DCR appealed the Notice of Penalty Assessment and Secretary’s Order. The hearing of the appeal is scheduled for February 2018. To the extent that the penalty and Secretary’s Order are upheld, there will not be a material adverse effect on the Company’s financial position, results of operations or cash flows.
On December 28, 2016, DNREC issued a Coastal Zone Act permit (the “Ethanol Permit”) to DCR allowing the utilization of existing tanks and existing marine loading equipment at their existing facilities to enable denatured ethanol to be loaded from storage tanks to marine vessels and shipped to offsite facilities. On January 13, 2017, the issuance of the Ethanol Permit was appealed by two environmental groups. On February 27, 2017, the Coastal Zone Industrial Board held a public hearing and dismissed the appeal, determining that the appellants did not have standing. The final opinion and order of the Board was issued March 16, 2017. The appellants filed an appeal of the Board’s decision with the Delaware Superior Court on March 30, 2017. The filing of briefs for the appeal has been scheduled for October and November 2017.
On October 19, 2017, the Delaware City Refinery received approval from DNREC for the construction and operation of the ethanol marketing project to allow for a combined total loading of up to 10,000 bpd, on an annual average basis, of ethanol on to marine vessels at the marine piers and the terminal truck loading rack, subject to certain operational and emissions limitations as well as other conditions. On the same date, Delaware City Logistics Company LLC received DNREC approval for the construction of (i) four additional loading arms for each of lanes

4, 10 and 11 for purposes of loading ethanol at its truck loading rack and (ii) a vapor vacuum control system for loading lanes connected to the existing vapor recovery unit located at its terminal in Delaware City. This approval is also subject to certain operational and emission limitations as well as other conditions.
On February 3, 2011, the EPA sent a request for information pursuant to Section 114 of the Clean Air Act to the Paulsboro refinery with respect to compliance with EPA standards governing flaring. On July 13, 2017 the U.S. Department of Justice filed with the Court the motion to enter the consent decree. On September 19, 2017, the Court approved the consent decree and in connection therewith the Paulsboro refinery has paid a penalty of $0.2 million.
In connection with the acquisition of the Torrance refinery and related logistics assets, we assumed certain pre-existing environmental liabilities related to certain environmental remediation obligations to address existing soil and groundwater contamination and monitoring activities, which reflect the estimated cost of the remediation obligations. In addition, in connection with the acquisition of the Torrance refinery and related logistics assets, we purchased a ten year,ten-year, $100.0 million environmental insurance policy to insure against unknown environmental liabilities. Furthermore,
We currently have multiple outstanding notices of violation (“NOVs”) issued by regulatory authorities for various alleged regulation and permit violations at our refineries. It is not possible to predict the outcome of any of these NOVs or the amount of the penalties that will be assessed in connection with the acquisition,any NOV. If any one or more of them were decided against us, we assumed responsibility for certain specified environmental mattersbelieve that occurred prior to our ownership of the refinery and logistics assets, including specified incidents and/or NOVs issued by regulatory agencies in various years before the Company’s ownership, including the Southern California Air Quality Management District (“SCAQMD”) and the Division of Occupational Safety and Health of the State of California (“Cal/OSHA”). Following the closing of the acquisition, further NOVs were issued by the SCAQMD, Cal/OSHA, the City of Torrance, and the Torrance Fire Department. No settlement or penalty demand in excess of $0.1 million has been made or received with respect to these notices. It is reasonably possible that SCAQMD, Cal/OSHA and/or the City of Torrance will assess penalties in the other matters in excess of $0.1 million but any such amount is not expected tothere would be no material to us, individually or in the aggregate.
On September 2, 2011, prior to our ownership of the Chalmette refinery, the plaintiff in Vincent Caruso, etal. v. Chalmette Refining, L.L.C., filed an action on behalf of himself and other Louisiana residents who live or own property in St. Bernard Parish and Orleans Parish and whose property was allegedly contaminated and who allegedly suffered any personal or property damages as a result of an emission of spent catalyst, sulfur dioxide and hydrogen sulfide from the Chalmette refinery on September 6, 2010. Plaintiffs claim to have suffered injuries, symptoms, and property damage as a result of the release. Plaintiffs seek to recover unspecified damages, interest and costs. In August 2015, there was a mini-trial for four plaintiffs for property damage relating to home and vehicle cleaning. On April 12, 2016, the trial court rendered judgment limiting damages ranging from $100 to $500 for home cleaning and $25 to $75 for vehicle cleaning to the four plaintiffs. The trial court found Chalmette Refining and co-defendant Eaton Corporation (“Eaton”), to be solitarily liable for the damages. Chalmette Refining and Eaton filed an appeal in August 2016 of the judgment on the mini-trial. On June 28, 2017, the appellate court unanimously reversed the judgment awarding damages to the plaintiffs. On July 12, 2017, the plaintiffs filed for a rehearing of the appellate court judgment, which was denied on July 31, 2017. As a result of the appellate court’s judgment, the potential amount of the claims is not determinable. Depending upon the ultimate class size and the nature of the claims, the outcome may have a material adverse effect on our financial position, results of operations, or cash flows.
liquidity. SEC regulations require us to disclose certain information about proceedings arising under federal, state, or local provisions regulating the discharge of materials into the environment or protecting the environment if we reasonably believe that such proceedings will result in monetary sanctions of $300,000 or more. On February 14, 2017,November 24, 2022, the plaintiff in Adam Trotter v. ExxonMobil Corp.Martinez refinery experienced a spent catalyst release that is currently being investigated by the Bay Area Air Quality Management District (“BAAQMD”), ExxonMobil Oil Corp.Contra Costa County (“CCC”), ExxonMobil Refiningthe Department of Justice and Supply Company, et. al.the Environmental Protection Agency (“EPA”), filedand the California Department of Fish and Game. On July 11, 2023, the Martinez refinery experienced an unintentional release of petroleum coke dust and has received inquiries or notices of investigation from the BAAQMD, the California Department of Industrial Relations, Division of Occupational Safety and Health, the CCC, and the EPA. The BAAQMD has issued 29 NOVs relating to the spent catalyst incident to date: 21 for opacity; four for failure to properly operate equipment; one for a civil action against uspublic nuisance; one for failure to timely report the nuisance; one for fallout in the Superior Court ofcommunity; and one for failure to timely report the State of California, County of Los Angeles, Southwest District, claiming public nuisance, battery, a violation of civil rights under 42 U.S.C. §1983, intentional infliction of emotional distress, negligence and strict liability in tort and injuries and symptoms resulting fromfallout. The CCC has issued two NOVs related to the February 18, 2015 electrostatic precipitator (“ESP”) explosion atspent catalyst incident. The BAAQMD also issued an NOV relating to the Torrance Refinery which was then owned and operated by Exxon. The City of Torrance and the SCAQMD are also named as defendantscoke incident. No penalties have been assessed with these NOVs but it is reasonable to expect that, individually or in the lawsuit. On September 29, 2017,aggregate, the court granted our motion to dismiss as well as the SCAQMD’s motion to dismiss with leave for the plaintiff to amend, and denied plaintiff’s motion for a preliminary injunction. We believe the ultimate outcomeamount of this matter will not have a material impact on our financial position, results of operations, or cash flows.such penalties may exceed $300,000.

On February 17, 2017, in Arnold Goldstein, et al. v. Exxon Mobil Corporation, et al., we and PBF Energy Company LLC, and our subsidiaries, PBF Energy Western Region LLC and Torrance Refining Company LLC and the manager of our Torrance refinery along with Exxon Mobil CorporationExxonMobil were named as defendants in a class action and representative action complaint filed on behalf of Arnold Goldstein, John Covas, Gisela Janette La Bella and others similarly situated. The complaint was filed in the Superior Court of the State of California, County of Los Angeles and alleges negligence, strict liability, ultrahazardousultra-hazardous activity, a continuing private nuisance, a permanent private nuisance, a continuing public nuisance, a permanent public nuisance and trespass resulting from the February 18, 2015 electrostatic precipitator (“ESP”) explosion at the Torrance Refineryrefinery which was then owned and operated by Exxon.ExxonMobil. The operation of the Torrance Refineryrefinery by the PBF entities subsequent to our acquisition in July 2016 is also referenced in the complaint. To the extent that plaintiffs’ claims relate to the ESP explosion, Exxon hasExxonMobil retained responsibility for any liabilities that would arise from the lawsuit pursuant to the agreement relating to the acquisition of the Torrance Refinery. This matter isrefinery. On July 2, 2018, the Court granted leave to plaintiffs to file a Second Amended Complaint alleging groundwater contamination. With the filing of the Second Amended Complaint, plaintiffs added an additional plaintiff, Hany Youssef. On October 15, 2019, the judge granted certification to two limited classes of property owners with Youssef as the sole class representative and named plaintiff, rejecting two other proposed subclasses based on negligence and on strict liability for ultrahazardous activities. The certified subclasses relate to trespass claims for ground contamination and nuisance for air emissions. On February 5, 2021, our motion for Limited Extension of Discovery Cut-Off and a Motion by plaintiffs for Leave to File Third Amended Complaint were heard by the Court. On May 5, 2021, the Court granted plaintiffs leave to amend their complaint for the third time to substitute Navarro for Youssef. On May 12, 2021, plaintiffs filed their Third Amended Complaint (“TAC”) that contained significant changes and new claims, including individual claims, that were not included in the initial stagesmotion for leave to amend plaintiffs presented to the Court. On June 9, 2021, we filed a Motion to Dismiss/Strike the TAC. On June 23,
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2021, plaintiffs filed their opposition to our Motion to Dismiss/Strike, to which we filed our reply on July 2, 2021. A hearing on the Motion to Dismiss/Strike the TAC was held on August 2, 2021 and the Court ordered that the TAC be struck and that the parties meet and confer with respect to the complaint. After meeting and conferring, plaintiffs agreed to submit a corrected TAC with changes reflecting the removal of Youssef and the substitution of Navarro as the named Plaintiff. On August 23, 2021, the Court approved the parties’ stipulation to take Navarro’s deposition on September 23, 2021. Also, on August 23, 2021, the Court approved the parties’ stipulation to continue the pretrial dates with the new deadlines. On October 8, 2021, plaintiffs filed their Motion to Appoint Navarro as Class Representative. On October 29, 2021, we filed our opposition to this motion. On November 15, 2021, plaintiffs filed their reply. On February 8, 2022, the Court held a hearing on plaintiff’s Motion to Appoint Navarro as Class Representative but did not act on the motion. Instead, the Court ordered the parties to submit draft orders for the Court’s consideration. After considering the parties’ proposed orders, on July 5, 2022, the Court issued a final order ruling that Plaintiffs’ Motion to Substitute Navarro as Class Representative was denied and decertifying both of Plaintiffs’ proposed Air and Ground Subclasses. The order provided that the case will proceed with Navarro as the sole plaintiff and required the parties to meet and confer and propose a schedule for the remaining pretrial dates and a trial date. On July 19, 2022, Plaintiff filed a petition with the Ninth Circuit Court of Appeals seeking permission to appeal the District Court’s decertification order finding that Navarro is an inadequate class representative. Our answer to the petition was filed on July 29, 2022. On September 22, 2022, the Ninth Circuit issued an order denying Plaintiffs’ petition for permission to file an interlocutory appeal, confirming that the case will proceed with Navarro as the sole plaintiff. On September 27, 2022, the Plaintiff filed a schedule of pretrial and trial dates with a trial date of July 18, 2023, which was approved by the Court. On January 13, 2023, the Defendants filed a motion for judgment on the pleadings. On January 23, 2023, the Plaintiff filed its opposition to the Defendants’ motion. Defendants’ reply to Plaintiff’s opposition was filed on January 30, 2023. Defendants’ motion was scheduled to be heard by the Court on February 13, 2023. On February 27, 2023, the Court issued an order granting our motion for judgment on the pleadings and dismissed Plaintiff’s trespass claim with prejudice and granted Plaintiff leave to amend his nuisance claims in conformity with the order if he can do so consistent with Rule 11 of the Federal Rules of Civil Procedures. On March 27, 2023, Plaintiff filed a Fourth Amended Complaint (“FAC”) relating to the remaining nuisance claims. On April 7, 2023, we responded to the FAC by filing a motion to dismiss for Plaintiff’s failure to establish standing to bring the nuisance claims. On April 17, 2023, Plaintiff filed its opposition to our motion. On April 24, 2023, we filed our reply to Plaintiff’s opposition. A hearing on our motion was scheduled for May 8, 2023 but, on May 2, 2023, the Court took the hearing on the motion off calendar. On May 23, 2023, the Court denied our motion. Currently, the parties are engaged in discovery and trial is scheduled for January 16, 2024. We presently believe the outcome of this litigation will not have a material impact on our financial position, results of operations, or cash flows.
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On September 7, 2021, Martinez Refining Company LLC (“MRC”) filed a Verified Petition for Writ of Mandate and Complaint for Declaratory and Injunctive Relief against the BAAQMD requesting the Court to declare as invalid, unenforceable, and ultra vires the BAAMQD’s July 21, 2021, adoption of amendments to Regulation 6-5: Particulate Emissions from Refinery Fluidized Catalytic Cracking Units - 2021 Amendment (“Rule 6-5 Amendment”). MRC is also seeking a writ of mandate ordering the BAAQMD to vacate and rescind the adoption of the Rule 6-5 Amendment, as well as appropriate declaratory relief, injunctive relief, and reasonable costs incurred by MRC to bring this Petition/Complaint. In the Petition/Complaint MRC alleges that: its feasible alternative Particulate Matter (“PM”) reduction proposal that would achieve significant PM reductions while avoiding the significant costs and environmental impacts of the BAAQMD’s adopted PM limit, was improperly removed from consideration and not presented to the BAAQMD Board when the Rule 6-5 Amendment was adopted with the current PM standard; when adopting the Rule 6-5 Amendment, the BAAQMD flagrantly ignored numerous mandatory requirements of the California Environmental Quality Act (“CEQA”) and the California Health and Safety Code; the BAAQMD’s adoption of the Rule 6-5 Amendment also violated California common law; and these failings render the Rule 6-5 Amendment ultra vires, illegal, and unenforceable. We held mandatory settlement conferences with the BAAQMD on October 27, 2021 and December 15, 2021. On December 9, 2022, we cannotfiled a Motion to Augment/Correct the Administrative Record regarding various documents that the BAAQMD is currently estimatewithholding and do not plan to include in the amountadministrative record. On December 30, 2022, the BAAQMD filed its opposition to our motion. On January 12, 2023, we filed our reply to the BAAQMD’s opposition. The hearing on our motion was held on February 2, 2023. At the hearing, although the Court partially denied our motion concerning documents where the BAAQMD asserted the attorney client privilege, the Court held that CEQA places a heavy burden on the BAAQMD in justifying withholding documents based on the deliberative privilege. At the Court’s request, the parties agreed to a process whereby they jointly identified approximately 50 of the withheld/redacted documents for the Court to review. The Court ruled on those documents on February 22, 2023, ordering full disclosure of two types of documents related to the BAAQMD’s cost-estimates for the rule. In compliance with the Court’s order, in March 2023, the BAAQMD produced additional or less-redacted versions of previously produced documents. On March 27, 2023, the timing of its resolution.Court entered a stipulation establishing the schedule going forward with the bench trial currently scheduled for September 20, 2023. On May 26, 2023, we filed our opening brief. The BAAQMD’s opposition brief was filed on July 21, 2023 and our reply brief is due August 18, 2023. We presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows.
On February 15, 2017, we received another notificationThe federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), also known as “Superfund,” imposes liability, without regard to fault or the legality of the original conduct, on certain classes of persons who are considered to be responsible for the release of a “hazardous substance” into the environment. These persons include the current or former owner or operator of the disposal site or sites where the release occurred and companies that EPA records indicated that PBF Holding used potentially invalid RINs that were in fact verified underdisposed of or arranged for the EPA’s RIN Quality Assurance Program (“QAP”) by an independent auditor as QAP A RINs.disposal of the hazardous substances. Under the regulations use of potentially invalid QAP A RINs provided the user with an affirmative defense from civil penalties provided certain conditions are met. We have asserted the affirmative defense and if accepted by the EPA will not be required to replace these RINs and will notCERCLA, such persons may be subject to civil penalties underjoint and several liability for investigation and the program.costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. As discussed more fully above, certain of our sites are subject to these laws and we may be held liable for investigation and remediation costs or claims for natural resource damages. It is reasonably possiblenot uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances or other pollutants released into the environment. Analogous state laws impose similar responsibilities and liabilities on responsible parties. In our current normal operations, we have generated waste, some of which falls within the statutory definition of a “hazardous substance” and some of which may have been disposed of at sites that may require cleanup under Superfund.
As the EPA will not accept our defense and may assess penalties in theseultimate outcomes of the pending matters discussed above are uncertain, we cannot currently estimate the final amount or timing of their resolution but any such amount is not expected to have a material impact on our financial position, results of operations, or cash flows, individually or in the aggregate.

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Item 1A. Risk Factors
The following risk factors supplement and/or update the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022:
Risks Relating to Our Business and Industry
A significant interruption or casualty loss at any of our refineries and related assets or logistics terminals, pipelines or other facilities owned by us or by SBR, could reduce production, particularly if not fully covered by our insurance. Failure by one or more insurers to honor its coverage commitments for an insured event could materially and adversely affect our future cash flows, operating results and financial condition.
Our business currently consists of owning and operating six refineries and related assets, as well as logistics terminals, pipelines and other facilities and our investment in SBR. As a result, our operations could be subject to significant interruption if any of our refineries or other facilities were to experience a major accident, be damaged by severe weather or other natural disaster, or otherwise be forced to shut down or curtail production due to unforeseen events, such as acts of God, nature, orders of governmental authorities, supply chain disruptions impacting our crude rail facilities or other logistics assets, power outages, acts of terrorism, fires, toxic emissions and maritime hazards. Any such shutdown or disruption would reduce the production from that refinery. There is also risk of mechanical failure and equipment shutdowns both in general and following unforeseen events. Further, in such situations, undamaged refinery processing units may be dependent on or interact with damaged sections of our refineries and, accordingly, are also subject to being shut down. In the event any of our refineries is forced to shut down for a significant period of time, it would have a material adverse effect on our earnings, our other results of operations and our financial condition as a whole. In addition, a shutdown or disruption of our Chalmette refinery could impact the operations of SBR.
As protection against these hazards, we maintain insurance coverage for our refineries against some, but not all, such potential losses and liabilities, including claims against us by third parties relating to our operations and products. We or SBR may not be able to maintain or obtain insurance of the type and amount desired at reasonable rates. As a result of market conditions, premiums and deductibles for certain of our insurance policies may increase substantially. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. For example, coverage for hurricane damage can be limited, and coverage for terrorism risks can include broad exclusions. If we or SBR were to incur a significant liability that was not fully insured, it could have a material adverse effect on our financial position.
Our insurance program includes a number of insurance carriers. Significant disruptions in financial markets could lead to a deterioration in the financial condition of many financial institutions, including insurance companies and, therefore, we may not be able to obtain the full amount of our insurance coverage for insured events. Even where we have insurance in place, there can be no assurance that the carriers will honor their obligations under the policies.
We may have capital needs for which our internally generated cash flows and other sources of liquidity may not be adequate.
If we cannot generate sufficient cash flows or otherwise secure sufficient liquidity to support our short-term and long-term capital requirements, we may not be able to meet our payment obligations or our future debt obligations, comply with certain deadlines related to environmental regulations and standards, or pursue our business strategies, including acquisitions, in which case our operations may not perform as we currently expect. We have substantial short-term capital needs and may have substantial long-term capital needs. Our short-term working capital needs are primarily related to financing certain of our crude oil and refined products inventory not covered by our various supply agreements.
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If we cannot adequately handle our crude oil and feedstock requirements or if we are required to obtain our crude oil supply at our other refineries without the benefit of the existing supply arrangements or the applicable counterparty defaults in its obligations, our crude oil pricing costs may increase as the number of days between when we pay for the crude oil and when the crude oil is delivered to us increases. Further, if we are not able to market and sell our finished products to credit worthy customers, we may be subject to delays in the collection of our accounts receivable and exposure to additional credit risk. Such increased exposure could negatively impact our liquidity due to our increased working capital needs as a result of the increase in the amount of crude oil inventory and accounts receivable we would have to carry on our balance sheet. Our long-term needs for cash include those to repay our indebtedness and other contractual obligations, support ongoing capital expenditures for equipment maintenance and upgrades, including during turnarounds at our refineries, and to complete our routine and normally scheduled maintenance, regulatory and security expenditures.
In addition, from time to time, we are required to spend significant amounts for repairs when one or more processing units experiences temporary shutdowns. We continue to utilize significant capital to upgrade equipment, improve facilities, and reduce operational, safety and environmental risks. In connection with the Paulsboro, Torrance and Martinez acquisitions, we assumed certain significant environmental obligations, and we have assumed a portion of certain environmental liabilities that may arise in connection with the Martinez acquisition and may similarly do so in future acquisitions. We will likely incur substantial compliance costs in connection with new or changing environmental, health and safety regulations. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our liquidity and financial condition will affect our ability to satisfy any and all of these needs or obligations.
We may not realize the anticipated benefits of our renewable diesel joint venture.
We are 50-50 partners with Eni in SBR.
We have certain obligations and liabilities to SBR as the construction manager, operator and provider of services. We have a limited operating history and track record in the biofuels market, and no history in the construction and operations of a renewable diesel refinery. There is no assurance that our assumptions regarding the operations, feedstock supply chain, and other matters relating to SBR will be accurate. Additional risks include:
• diversion of management time and attention from our existing business;
• reliance on our joint venture partner and their financial condition;
• risk that our joint venture partner does not always share our goals and objectives; and
• certain obligations that we have to fund capital expenditures relating to this project.

SBR is operated as a separate entity and, while we have significant influence, we do not fully control its operations. Our partners may have economic, business or legal interests or goals that are inconsistent with our goals and interests or may be unable to meet their obligations. There can be no assurance that we will realize the anticipated benefits, including the generation of emissions credits and the realization of federal and state tax incentives, including the federal blender's tax credit, and operating synergies of the Renewable Diesel Facility or the equity method investment. Our estimates regarding the earnings, operating cash flow, capital expenditures and liabilities resulting from this investment may prove to be incorrect.
In addition, a failure by SBR to adequately manage the risks associated with its business could have a material adverse effect on its financial condition or results of operations and, in turn, could adversely affect our reputation, business, financial condition, results of operations and cash flows.


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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Exchange of PBF LLC Series A Units to PBF Energy Class A Common Stock
In the three months ended SeptemberJune 30, 2017, 16,7722023, there were no exchanges of PBF LLC Series A Units were exchanged for 16,772 shares of ourPBF Energy Class A common stock in transactions exempt from registration under Section 4(2)4(a)(2) of the Securities Act. No exchanges were made by any of our directors or current executive officers.
Share Repurchase Program
OurThe following table summarizes PBF Energy’s Class A common stock share repurchase activity during the three months ended June 30, 2023:
PeriodTotal Number of Shares Purchased (1)Average Price Paid per Share (2)Total Number of Shares Purchased as Part of Publicly Announced PlanApproximately Dollar Value of Shares that May Yet Be Purchased Under Plan (in millions) (3)
April 1-30, 2023458,807 $38.56 458,807 $658.3 
May 1-31, 20232,013,022 37.21 2,013,022 583.4 
June 1-30, 2023191,762 38.58 191,762 576.0 
Total2,663,591 $37.54 2,663,591 $576.0 
(1) The shares purchased include only those shares that have settled as of the period end date.
(2) Average price per share excludes transaction commissions.
(3) On December 12, 2022, our Board of Directors authorized the repurchase of up to $300.0$500.0 million of ourPBF Energy’s Class A common stock (as amendedstock. On May 3, 2023, our Board of Directors approved an increase in the repurchase authorization amount under the Repurchase Program from time$500.0 million to time,$1.0 billion and extended the “Repurchase Program”), which expires on September 30, 2018.program expiration date to December 2025. These repurchases may be made from time to time through various methods, including open market transactions, block trades, accelerated share repurchases, privately negotiated transactions or otherwise, certain of which may behave been effected through Rule 10b5-1 and Rule 10b-18 plans. The timing and number of shares repurchased will dependdepended on a variety of factors, including price, capital availability, legal requirements and economic and market conditions. We arewere not obligated to purchase any shares under the Repurchase Program, and repurchases maycould be suspended or discontinued at any time without prior notice.
There were no repurchases

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Item 5. Other Information

Securities Trading Plans of Directors and Executive Officers
During the three months ended June 30, 2023, none of our Class A Common Stock duringdirectors or executive officers adopted or terminated any contract, instruction or written plan for the third quarterpurchase or sale of 2017. ForPBF Energy securities that was intended to satisfy the periodaffirmative defense conditions of time from the inception of the Repurchase Program through September 30, 2017, we purchased 6,050,717 shares for $150.8 million. As of September 30, 2017, we had $149.2 million remaining authorized availability under the Repurchase Program.Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement".

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Item 6. Exhibits
The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this report and such Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
Exhibit
Number		Description
Exhibit
Number
Description
Second Amended and Restated Employment Agreement dated as of May 3, 2023 between Thomas J. Nimbley and PBF Investments LLC. (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.'s current report on Form 8-K dated May 4, 2023 (File No. 001-35764)).
Third Amended and Restated Employment Agreement dated as of May 3, 2023 between Matthew C. Lucey and PBF Investments LLC. (incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.'s current report on Form 8-K dated May 4, 2023 (File No. 001-35764)).
Contribution Agreement by and among PBF Green Fuels LLC, PBF Energy Company LLC, Eni Sustainable Mobility US Inc., Eni Sustainable Mobility S.p.A., and St. Bernard Renewables LLC, dated as of June 27, 2023. (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s current report on Form 8-K dated June 28, 2023 (File No. 001-35764)).
Amended and Restated Limited Liability Agreement by and among St. Bernard Renewables LLC, PBF Green Fuels LLC and Eni Sustainable Mobility US, Inc., dated as of June 27, 2023. (incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.’s current report on Form 8-K dated June 28, 2023 (File No. 001-35764)).
Second Amendment to the Third Amended and Restated Inventory Intermediation Agreement dated as of September 8, 2017,October 25, 2021, among J. Aron & Company LLC, PBF Holding Company LLC, andDelaware City Refining Company LLC, Paulsboro Refining Company LLC, and Chalmette Refining, L.L.C, and step-out Agreement (incorporated by reference to Exhibit 10.1 offiled with PBF Energy Inc.’s Current Reportcurrent report on Form 8-K/A8-K dated June 29, 2023 (File No. 001-35764) filed on September 18, 2017)).
Amendment to the Inventory Intermediation Agreement dated as of September 8, 2017, among J. Aron & Company, PBF Holding Company LLC and Delaware City Refining Company LLC (incorporated by reference to Exhibit 10.2 of PBF Energy Inc.’s Current Report on Form 8-K/A (File No. 001-35764) filed on September 18, 2017).
31.1*
Certification of Thomas J. Nimbley,Matthew C. Lucey, Chief Executive Officer of PBF Energy Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Erik Young,Karen B. Davis, Chief Financial Officer of PBF Energy Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* (1)
Certification of Thomas J. Nimbley,Matthew C. Lucey, Chief Executive Officer of PBF Energy Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* (1)
Certification of Erik Young,Karen B. Davis, Chief Financial Officer of PBF Energy Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSInline XBRL Instance Document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
———————
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
———————
*Filed herewith.
†Confidential treatment has been granted by the SEC as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission.Indicates management compensatory plan or arrangement.
(1)This exhibit should not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.


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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, theeach registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PBF Energy Inc.
Date:August 3, 2023PBF Energy Inc.By:/s/ Karen B. Davis
DateNovember 2, 2017By:/s/ Erik Young
Erik Young
Karen B. Davis
Senior Vice President, Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)

EXHIBIT INDEX

Exhibit
Number
Description
10.1†
Amendment to the Inventory Intermediation Agreement dated as of September 8, 2017, among J. Aron & Company, PBF Holding Company LLC and Paulsboro Refining Company LLC (incorporated by reference to Exhibit 10.1 of PBF Energy Inc.’s Current Report on Form 8-K/A (File No. 001-35764) filed on September 18, 2017).
10.2
Amendment to the Inventory Intermediation Agreement dated as of September 8, 2017, among J. Aron & Company, PBF Holding Company LLC and Delaware City Refining Company LLC (incorporated by reference to Exhibit 10.2 of PBF Energy Inc.’s Current Report on Form 8-K/A (File No. 001-35764) filed on September 18, 2017).
31.1*
Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Energy Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Erik Young, Chief Financial Officer of PBF Energy Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* (1)
Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Energy Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* (1)
Certification of Erik Young, Chief Financial Officer of PBF Energy Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSXBRL Instance Document.
101.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
101.LABXBRL Taxonomy Extension Label Linkbase Document.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.



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



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