Business Developments

Recent significant business developments affecting us are discussed below.

Pending Martinez Acquisition

On June 11, 2019 (the “Execution Date”), we entered into a definitive Sale and Purchase Agreement (the “Sale and Purchase Agreement”) with Equilon Enterprises LLC d/b/a Shell Oil Products US (the "Seller"), to purchase the Martinez refinery and related logistics assets (collectively, the “Martinez Acquisition”). The Martinez refinery is located on an 860-acre site in the City of Martinez, 30 miles northeast of San Francisco, California. The refinery is a high-conversion 157,000 bpd, dual-coking facility with a Nelson Complexity Index of 16.1, making it one of the most complex refineries in the United States. The facility is strategically positioned in Northern California and provides for operating and commercial synergies with the Torrance refinery located in Southern California. The Martinez Acquisition is expected to further increase our total throughput capacity to over 1,000,000 bpd.

In addition to refining assets, the Martinez Acquisition includes a number of high-quality onsite logistics assets including a deep-water marine facility, product distribution terminals and refinery crude and product storage facilities with approximately 8.8 million barrels of shell capacity.

The purchase price for the Martinez Acquisition will range from $900.0 million to $1.0 billion in cash, based on the date the transaction closes, plus inventory and working capital to be valued at closing. In addition, we also have an obligation to make certain post-closing payments to the Seller if certain conditions are met including earn-out payments based on certain earnings thresholds of the Martinez refinery (as set forth in the Sale and Purchase Agreement), for a period of up to four years following the closing. The purchase price is also subject to other customary purchase price adjustments. The Martinez Acquisition is expected to close in the fourth quarter of 2019, subject to satisfaction of customary closing conditions, including the absence of legal impediments prohibiting the Martinez Acquisition, receipt of regulatory approvals and required consents and absence of a material adverse effect. Additionally, as a condition of closing, the assets must be operational in all material respects and in substantially the same condition and repair, ordinary wear and tear excepted, as of the Execution Date.

We expect to finance the transaction with a combination of cash on hand and debt. Following the expected completion of the Martinez Acquisition, our weighted average Nelson Complexity Index will increase to 12.8.

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 Offering~~

On May 30, 2017, we and PBF Finance issued $725.0 million in aggregate principal amount of 7.25% Senior Notes due 2025 (the “2025 Senior Notes”). We used the net proceeds to fund the cash tender offer (the “Tender Offer”) for any and all of our outstanding 8.25% senior secured notes due 2020 (the “2020 Senior Secured Notes”), to pay the related redemption price and accrued and unpaid interest for any 2020 Senior Secured Notes that remained outstanding after the completion of the Tender Offer, and for general corporate purposes. As described in “Note 5 - 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,~~certain dates subsequent to the inception of the Inventory Intermediation Agreements, we and our subsidiaries, DCR and PRC, entered into amendments to the amended and restated inventory intermediation agreements (as amended in the ~~second and third quarters~~first quarter of ~~2017,~~2019, the ~~"A&R~~“Inventory Intermediation ~~Agreements"~~Agreements”) with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. ~~“J.~~(“J. Aron”), pursuant to which certain terms of the ~~existing~~ inventory intermediation agreements were amended, including, among other things, pricing and an extension of the terms. The most recent of these amendments was executed on March 29, 2019. As a result of the amendments (i) the ~~A&R~~Inventory Intermediation Agreement by and among J. Aron, usPBF Holding and ~~PRC relating to the Paulsboro refinery extends~~DRC (i) extended the term to ~~December 31, 2019,~~February 28, 2020, which term may be further extended by mutual consent of the parties to ~~December 31, 2020~~February 26, 2021 and (ii) added the ~~A&R Intermediation Agreement by~~PBFX East Coast Storage Facility (as defined in “Note 2 - Inventories” of our Notes to Condensed Consolidated Financial Statements) as a location and ~~among J. Aron, us and DCR relating to the Delaware City refinery extends the term to July 1, 2019, which term may be further extended by mutual consent of the parties to July 1, 2020.~~

~~Torrance Acquisition~~

On July 1, 2016, we acquired from ExxonMobil Oil Corporation (“ExxonMobil”) and its subsidiary, Mobil Pacific Pipeline Company (together, the “Torrance Sellers”), the Torrance refinery and related logistics assets (collectively, the “Torrance Acquisition”). The Torrance refinery is strategically positioned in Southern California with advantaged logistics connectivity that offers flexible raw material sourcing and product distribution opportunities primarily in the California, Las Vegas and Phoenix area markets.

In addition to refining assets, the Torrance Acquisition included a number of high-quality logistics assets consisting of a sophisticated network of crude and products pipelines, product distribution terminals and refinery crude and product storage facilities. The most significant of the logistics assets is a 189-mile crude gathering and transportation system which delivers San Joaquin Valley crude oil ~~directly from the field~~as a new product type to ~~the refinery. Additionally,~~be included in the ~~transaction were several pipelines which provide access~~Products (as defined in “Note 2 - Inventories” of our Notes to ~~sources~~Condensed Consolidated Financial Statements) sold to J. Aron by DCR. Pursuant to each Inventory Intermediation Agreement, J. Aron continues to purchase and hold title to the Products produced by the Paulsboro and Delaware City refineries (the “Refineries”), and delivered into the Storage Tanks (as defined in “Note 2 - Inventories” of ~~crude oil including~~our Notes to Condensed Consolidated Financial Statements). Furthermore, J. Aron agrees to sell the ~~Ports~~Products back to the Refineries as the Products are discharged out of ~~Long Beach~~the Storage Tanks. J. Aron has the right to store the Products purchased in tanks under the Inventory Intermediation Agreements and ~~Los Angeles,~~will retain these storage rights for the term of the agreements. PBF Holding continues to market and sell the Products independently to third parties.

Adoption of Accounting Standards Codification (“ASC”) Topic 842, “Leases”

As disclosed in “Note 6 - Leases” of our Notes to Condensed Consolidated Financial Statements, prior to January 1, 2019, we accounted for leases under ASC 840 and did not record a right of use asset or corresponding lease liability for operating leases on our Condensed Consolidated Balance Sheets. We adopted ASC 842 using a modified retrospective approach, and elected the transition method to apply the new standard at the adoption date of January 1, 2019. As such, financial information for prior periods has not been adjusted and continues to be reported under ASC 840. Refer to “Note 6 - Leases” of our Notes to Condensed Consolidated Financial Statements.

Revolving Credit Facility

On May 2, 2018, we and certain of our wholly-owned subsidiaries, as ~~well~~borrowers or subsidiary guarantors, replaced our existing asset-based revolving credit agreement dated as ~~clean product outlets~~of August 15, 2014 (the “August 2014 Revolving Credit Agreement”) with a ~~direct pipeline supplying jet fuel~~new asset-based revolving credit agreement (the “Revolving Credit Facility"). Among other things, the Revolving Credit Facility increases the maximum commitment available to us from $2.6 billion to $3.4 billion, extends the ~~Los Angeles airport. The Torrance refinery also has crude~~maturity date to May 2023 and ~~product storage facilities with approximately 8.6 million barrels~~redefines certain components of ~~shell capacity.~~

~~The purchase price~~the Borrowing Base, as defined in the agreement governing the Revolving Credit Facility (the “Revolving Credit Agreement”), to make more funding available for ~~the assets was approximately $521.4 million in cash after post-closing purchase price adjustments, plus final~~ working capital and other general corporate purposes. In addition, an accordion feature allows for commitments of ~~$450.6 million.~~up to $3.5 billion. The ~~final purchase price~~commitment fees on the unused portion, the interest rate on advances and ~~fair value allocation~~the fees for letters of credit are consistent with the August 2014 Revolving Credit Agreement.

There were ~~completed~~no outstanding borrowings under the Revolving Credit Facility as of 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~~2019 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 PBF Energy equity offerings, and borrowings under our asset based revolving credit agreement (“Revolving Loan”).

~~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, we contributed to PBF LLC, which, in turn, 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 runs under the Delaware River and terminates at our Paulsboro refinery. In August 2017, PBFX Op Co completed the construction of a new pipeline which replaced the existing pipeline and commenced services. In consideration for the PNGPC limited liability company interests, PBFX delivered to PBF LLC (i) an $11.6 million intercompany promissory note in favor of Paulsboro Refining Company LLC, a wholly owned subsidiary of ours (the “Promissory Note”), (ii) an expansion rights and right of first refusal agreement in favor of PBF LLC with respect to the new pipeline and (iii)

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

~~Chalmette Storage Tank Lease~~

On February 15, 2017, we and PBFX Op Co entered into a ten-year storage services agreement (the “Chalmette Storage Agreement”) and a twenty-year lease for the premises upon which a new tank at the Chalmette refinery (the “Chalmette Storage Tank”) will be located (the “Lease”). Additionally, we and PBFX entered into a project management agreement (the “Project Management Agreement”) pursuant to which PBFX, through PBFX Op Co, assumed construction of a crude oil storage tank at our Chalmette refinery, commencing upon the earlier of November 1, 2017 or the completion of construction of the Chalmette Storage Tank, which is currently expected to be completed in November 2017. The Lease can be extended by PBFX Op Co for two additional ten year terms. The Chalmette Storage Agreement can be extended by us for two additional five-year periods. Under the Chalmette Storage Agreement, PBFX will provide us with storage services in return for storage fees. The storage services require PBFX to accept, redeliver and store all products tendered by us in the tank and we 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.

~~TVPC Contribution Agreement~~

~~On August~~December 31, 2016, PBFX entered into a contribution agreement (the “TVPC Contribution Agreement”) between PBFX and PBF LLC. Pursuant to the TVPC Contribution Agreement, PBF Holding distributed to PBF LLC, and PBFX acquired from PBF LLC, 50% of the issued and outstanding limited liability company interests of Torrance Valley Pipeline Company LLC (“TVPC”), whose assets consist of the 189-mile San Joaquin Valley Pipeline system, including the M55, M1 and M70 pipeline system, including 11 pipeline stations with storage capability and truck unloading capacity at two of the stations. Subsequent to the distribution of TVPC pursuant to the TVPC Contribution Agreement, PBF Holding deconsolidated TVPC and has recognized an equity investment in TVPC for its 50% noncontrolling interest.2018, respectively.

Agreements with PBFX

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

~~On May 14, 2014, PBFX completed its initial public offering (the “PBFX Offering”). Beginning with the completion of the PBFX Offering, we~~

We have entered into a series of agreements with PBFX, including contribution, commercial and operational agreements. ~~Each~~Refer to “Note 4 - Related Party Transactions” of our Notes to Condensed Consolidated Financial Statements, for descriptions of these agreements and their impact to our ~~operations~~operations. Related party transactions that have an impact on the comparability of our period to period financial performance and financial condition are listed below.

TVPC Contribution Agreement

On April 24, 2019, PBFX entered into a contribution agreement with PBF LLC (the “TVPC Contribution Agreement”), pursuant to which we contributed to PBF LLC, which in turn, contributed to PBFX all of the issued and outstanding limited liability company interests of TVP Holding Company LLC (“TVP Holding”) for total consideration of $200.0 million (the “TVPC Acquisition”). Prior to the TVPC Acquisition, TVP Holding owned a 50% membership interest in the Torrance Valley Pipeline Company LLC (“TVPC”). Subsequent to the closing of the TVPC Acquisition on May 31, 2019, PBFX owns 100% of the membership interests in TVPC.

East Coast Storage Assets Acquisition

On October 1, 2018, PBFX completed the purchase of CPI Operations LLC (“CPI”), whose assets include a storage facility with multi-use storage capacity, an Aframax-capable marine facility, a rail facility, a truck terminal, equipment, contracts and certain other idled assets (collectively, the “East Coast Storage Assets”) located on the Delaware River near Paulsboro, New Jersey (the “East Coast Storage Assets Acquisition”). Effective January 1, 2019, we and PBFX entered into a terminal storage agreement (the “East Coast Storage Assets Terminal Storage Agreement”) wherein PBFX provides us storage services at the East Coast Storage Assets. The initial term of the East Coast Storage Assets Terminal Storage Agreement is ~~described~~eight years with automatic one year renewals unless canceled by either party through written notice. Under the East Coast Storage Assets Terminal Storage Agreement, we have a minimum storage commitment, which is equal to the available shell capacity for our dedicated tanks.

Development Assets Acquisition

On July 16, 2018, PBFX entered into four contribution agreements with PBF LLC pursuant to which we contributed to PBF LLC certain of our subsidiaries (the “Development Assets Contribution Agreements”). Pursuant to the Development Asset Contribution Agreements, we contributed all of the issued and outstanding limited liability company interests of: Toledo Rail Logistics Company LLC (“TRLC”), whose assets consist of a loading and unloading rail facility located at the Toledo Refinery (the “Toledo Rail Products Facility”); Chalmette Logistics Company LLC (“CLC”), whose assets consist of a truck loading rack facility (the “Chalmette Truck Rack”) and a rail yard facility (the “Chalmette Rosin Yard”), both of which are located at the Chalmette Refinery; Paulsboro Terminaling Company LLC (“PTC”), whose assets consist of a lube oil terminal facility located at the Paulsboro Refinery (the “Paulsboro Lube Oil Terminal”); and DCR Storage and Loading Company LLC (“DSLC”), whose assets consist of an ethanol storage facility located at the Delaware City Refinery (the “Delaware Ethanol Storage Facility” and collectively with the Toledo Rail Products Facility, the Chalmette Truck Rack, the Chalmette Rosin Yard, and the Paulsboro Lube Oil Terminal, the “Development Assets”) to PBF LLC. PBFX Operating Company LLC (“PBFX Op Co”), in ~~“Note 8 - Related Party Transactions”~~turn acquired the limited liability company interests in ~~our condensed consolidated financial statements.~~the Development Assets from PBF LLC in connection with the Development Assets Contribution Agreements. The acquisition of the Development Assets closed on July 31, 2018 for total consideration of $31.6 million consisting of 1,494,134 common units representing limited partner interests in PBFX, issued to PBF LLC (the “Development Assets Acquisition”).

Amended and Restated Rail Agreements

On May 2, 2018, the Delaware City Rail Terminaling Services Agreement and the Delaware West Ladder Rack Terminaling Services Agreement between us and Delaware City Terminaling Company LLC were amended effective as of January 1, 2018 (collectively, the “Amended and Restated Rail Agreements”) with the service fees thereunder being adjusted, including the addition of an ancillary fee paid by us on an actual cost basis. In determining payments due under the Amended and Restated Rail Agreements, excess volumes throughput under the agreements shall apply against required payments in respect to the minimum throughput commitments on a quarterly basis and, to the extent not previously applied, on an annual basis against the minimum volume commitments (“MVCs”). In 2019, we amended (effective as of January 1, 2019) the existing Amended and Restated Rail Agreements for the inclusion of services through certain rail infrastructure at the PBFX East Coast Storage Facility.

Knoxville Terminal Acquisition

On April 16, 2018, PBFX completed the purchase of two refined product terminals located in Knoxville, Tennessee, which include product tanks, pipeline connections to the Colonial and Plantation pipeline systems and truck loading facilities with nine loading bays (the “Knoxville Terminals”) from Cummins Terminals, Inc. (the “Knoxville Terminals Purchase”). In connection with the Knoxville Terminals Purchase, we and PBFX entered into a terminal throughput and storage agreement (the “Knoxville Terminals Agreement”) wherein PBFX provides us terminaling and storage services at the Knoxville Terminals. The initial term of the Knoxville Terminals Agreement is five years with automatic one year renewals unless canceled by either party through written notice. Under the Knoxville Terminals Agreement, we have an MVC for storage and a minimum revenue commitment for throughput. If we do not throughput or store the aggregate amounts equal to the minimum throughput revenue or available shell capacity, we will be required to pay a shortfall payment equal to the shortfall revenue or capacity.

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

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

~~Amended and Restated Revolving Loan~~

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

~~Rail Facility Revolving Credit Facility~~

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

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

~~PBF Rail Term Loan~~

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

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

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

Our long-term debt obligations may include outstanding affiliate notes payable with PBF LLC and PBF Energy. The affiliate notes have an interest rate of 2.5% and a five year term but may be prepaid in whole or in part at any time, at the option of PBF Holding, without penalty or premium. Additional borrowings may be made by PBF Holding under such affiliate notes payable from time to time. In the fourth quarter of 2016, the affiliate notes were extended to 2021. Additionally, in the fourth quarter of 2016, PBF LLC converted outstanding affiliate notes payable from PBF Holding of $379.9 million to a capital contribution. In the first quarter of 2017, PBF LLC converted the full amount of outstanding affiliate notes payable from PBF Holding of $86.3 million to a capital contribution. As of September 30, 2017, PBF Holding had no outstanding affiliate notes payable with PBF Energy and PBF LLC ($86.3 million outstanding as of December 31, 2016).

~~Change in Presentation~~

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

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



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Reimbursements under affiliate agreements:
Services Agreement	$	2.2	$	1.6	$	4.3	$	3.3
Omnibus Agreement	1.7		1.7		3.5		3.4
Total expenses under affiliate agreements	74.7		63.7		146.0		124.6

Results of Operations

The following tables reflect our financial and operating highlights for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018 (amounts in ~~thousands).~~millions):


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,							Six Months Ended June 30,
	2017			2016			2017			2016			2019				2018			2019			2018
Revenues	$	5,475,816		$	4,508,613		$	15,239,265		$	11,164,571		$	6,551.9			$	7,440.5		$	11,760.6		$	13,240.1
Cost and expenses:
Cost of products and other	4,411,809			3,904,258			13,326,396			9,634,989			6,025.4				6,512.2			10,301.6			11,701.8
Operating expenses (excluding depreciation and amortization expense as reflected below)	389,591			404,045			1,225,014			972,223			409.7				402.7			863.1			814.1
Depreciation and amortization expense	70,338			51,336			181,238			151,473			95.3				82.8			189.6			159.6
Cost of sales	4,871,738			4,359,639			14,732,648			10,758,685			6,530.4				6,997.7			11,354.3			12,675.5
General and administrative expenses (excluding depreciation and amortization expense as reflected below)	54,693			39,912			130,092			111,272			46.6				51.8			97.8			110.1
Depreciation and amortization expense	2,572			1,342			10,355			4,417			2.9				2.6			5.7			5.3
Equity income in investee	(3,799		)	(1,621		)	(11,218		)	(1,621		)	(3.2		)		(4.4		)	(7.9		)	(8.4		)
Loss on sale of assets	28			8,159			940			11,381			0.8				0.6			0.8			0.7
Total cost and expenses	4,925,232			4,407,431			14,862,817			10,884,134			6,577.5				7,048.3			11,450.7			12,783.2

Income from operations	550,584			101,182			376,448			280,437
Income (loss) from operations													(25.6		)		392.2			309.9			456.9

Other income (expenses):
Other income (expense):
Change in fair value of catalyst leases	473			77			(1,011		)	(4,556		)	0.5				4.1			(2.6		)	4.1
Debt extinguishment costs	—			—			(25,451		)	—
Interest expense, net	(29,269		)	(33,896		)	(92,782		)	(98,446		)	(29.6		)		(33.0		)	(57.0		)	(66.3		)
Income before income taxes	521,788			67,363			257,204			177,435
Income tax (benefit) expense	(4,292		)	2,291			2,040			29,287
Net income	526,080			65,072			255,164			148,148
Less: net (loss) income attributable to noncontrolling interests	(6		)	45			374			438
Net income attributable to PBF Holding Company LLC	$	526,086		$	65,027		$	254,790		$	147,710
Other non-service components of net periodic benefit cost													—			��	0.2			(0.1		)	0.5
Income (loss) before income taxes													(54.7		)		363.5			250.2			395.2
Income tax expense (benefit)													1.8				(4.0		)	(5.4		)	(4.7		)
Net income (loss)													(56.5		)		367.5			255.6			399.9
Less: net income attributable to noncontrolling interests													0.1				—			0.1			—
Net income (loss) attributable to PBF Holding Company LLC													$	(56.6	)		$	367.5		$	255.5		$	399.9

Gross margin	$	604,078		$	148,973		$	506,617		$	405,886
Consolidated gross margin													$	21.5			$	442.8		$	406.3		$	564.6
Gross refining margin (1)	$	1,064,007		$	604,355		$	1,912,869		$	1,529,582		$	526.5			$	928.3		$	1,459.0		$	1,538.3

_____________________

(1) See Non-GAAP Financial Measures.



Operating Highlights	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Key Operating Information
Production (bpd in thousands)	854.2			866.1			796.7			831.2
Crude oil and feedstocks throughput (bpd in thousands)	854.1			866.6			798.9			833.3
Total crude oil and feedstocks throughput (millions of barrels)	77.7			78.8			144.6			150.8
Consolidated gross margin per barrel of throughput	$	0.26		$	5.61		$	2.80		$	3.75
Gross refining margin, excluding special items, per barrel of throughput ⁽¹⁾	$	9.10		$	9.77		$	7.85		$	8.57
Refinery operating expense, per barrel of throughput	$	5.27		$	5.11		$	5.97		$	5.40

Crude and feedstocks (% of total throughput) ⁽²⁾
Heavy	30		%	38		%	31		%	37		%
Medium	28		%	28		%	30		%	31		%
Light	26		%	21		%	25		%	20		%
Other feedstocks and blends	16		%	13		%	14		%	12		%
Total throughput	100		%	100		%	100		%	100		%

Yield (% of total throughput)
Gasoline and gasoline blendstocks	49		%	48		%	48		%	49		%
Distillates and distillate blendstocks	31		%	32		%	32		%	32		%
Lubes	1		%	1		%	1		%	1		%
Chemicals	2		%	2		%	2		%	2		%
Other	17		%	17		%	17		%	16		%
Total yield	100		%	100		%	100		%	100		%

_____________________


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

~~Operating Highlights~~

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

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

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

Yield (% of total throughput)

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


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


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

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


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2019			2018			2019			2018
	(dollars per barrel, except as noted)												(dollars per barrel, except as noted)
Dated Brent Crude	$	52.16		$	45.90		$	51.79		$	42.05
Dated Brent crude oil													$	68.96		$	74.42		$	66.16		$	70.75
West Texas Intermediate (WTI) crude oil	$	48.18		$	44.88		$	49.32		$	41.41		$	59.90		$	68.02		$	57.42		$	65.52
Light Louisiana Sweet (LLS) crude oil	$	51.67		$	46.52		$	51.73		$	43.20		$	67.04		$	73.14		$	64.75		$	69.58
Alaska North Slope (ANS) crude oil	$	52.04		$	44.65		$	52.15		$	41.58		$	68.29		$	73.93		$	66.37		$	70.64
Crack Spreads
Dated Brent (NYH) 2-1-1	$	18.12		$	12.94		$	14.84		$	13.18		$	13.54		$	14.96		$	11.72		$	13.90
WTI (Chicago) 4-3-1	$	18.82		$	13.64		$	14.70		$	13.07		$	21.10		$	17.56		$	16.79		$	14.74
LLS (Gulf Coast) 2-1-1	$	16.69		$	11.51		$	13.75		$	10.35		$	12.65		$	13.52		$	11.29		$	13.19
ANS (West Coast) 4-3-1	$	20.66		$	15.61		$	18.78		$	17.22		$	22.96		$	18.70		$	18.33		$	17.59
Crude Oil Differentials
Dated Brent (foreign) less WTI	$	3.97		$	1.02		$	2.47		$	0.64		$	9.06		$	6.40		$	8.74		$	5.23
Dated Brent less Maya (heavy, sour)	$	8.75		$	6.87		$	6.77		$	7.57		$	7.27		$	12.40		$	5.69		$	10.78
Dated Brent less WTS (sour)	$	4.96		$	2.50		$	3.63		$	1.48		$	10.73		$	14.78		$	10.15		$	10.20
Dated Brent less ASCI (sour)	$	3.82		$	4.14		$	3.58		$	4.02		$	3.96		$	5.09		$	3.17		$	4.84
WTI less WCS (heavy, sour)	$	10.03		$	13.28		$	10.83		$	12.15		$	12.53		$	18.26		$	11.28		$	22.17
WTI less Bakken (light, sweet)	$	(0.69	)	$	1.41		$	0.18		$	1.13		$	1.06		$	0.39		$	0.41		$	0.70
WTI less Syncrude (light, sweet)	$	(1.95	)	$	(0.95	)	$	(1.86	)	$	(2.67	)	$	(0.05	)	$	2.98		$	(0.01	)	$	1.69
WTI less LLS (light, sweet)	$	(3.49	)	$	(1.65	)	$	(2.41	)	$	(1.79	)	$	(7.14	)	$	(5.12	)	$	(7.33	)	$	(4.06	)
WTI less ANS (light, sweet)	$	(3.86	)	$	0.23		$	(2.82	)	$	(0.17	)	$	(8.39	)	$	(5.91	)	$	(8.95	)	$	(5.12	)
Natural gas (dollars per MMBTU)	$	2.95		$	2.79		$	3.05		$	2.35		$	2.51		$	2.85		$	2.69		$	2.82

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are our cash flows from operations and borrowing availability under our credit facilities, as ~~more fully~~ described below. We believe that our cash flows from operations and available capital resources will be sufficient to meet our and our subsidiaries’ capital expenditure, working capital needs, distribution ~~payments~~payment and debt service requirements for the next twelve ~~months.~~months, as well as to fund the pending Martinez Acquisition. However, our ability to generate sufficient cash flow from operations depends, in part, on petroleum oil market pricing and general economic, political and other factors beyond our control. We are in compliance as of ~~September~~June 30, ~~2017~~2019 with all ~~of the~~ covenants, including financial covenants, in all of our debt agreements.

Cash Flow Analysis

Cash Flows from Operating Activities

Net cash ~~provided by~~used in operating activities was ~~$124.4~~$76.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 compared to net cash provided by operating activities of ~~$291.5~~$230.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2018. Our operating cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 included our net income of ~~$255.2~~$255.6 million, ~~plus~~ depreciation and amortization of ~~$197.4~~$198.4 million, debt extinguishment costs related to refinancing of our 2020 Senior Secured Notes of $25.5 million, pension and other post-retirement benefits costs of $31.7 million, equity-based compensation of $13.5 million, changes in the fair value of our catalyst leases of $1.0 million, deferred income taxes of $0.6 million, loss on sale of assets of $0.9 million and $5.7 million of net ~~distributions received from our equity method investment in TVPC in excess of its earnings, partially offset by a~~ non-cash ~~benefit of $97.9 million relating to an LCM inventory adjustment and a~~ change in the fair value of our inventory repurchase obligations of ~~$26.7~~$35.0 million, pension and other post-retirement benefits costs of $22.4 million, stock-based compensation of $15.7 million, a change in the fair value of our catalyst leases of $2.6 million, distributions from our former equity method investment in TVPC of $7.9 million, and loss on sale of assets of $0.8 million, offset by a non-cash benefit of $324.0 million relating to an LCM inventory adjustment, income from our former equity method investment in TVPC of $7.9 million and deferred income taxes of $5.3 million. In addition, net changes in operating assets and liabilities ~~reflected~~reflects uses of cash of ~~$282.5~~$277.2 million driven by the timing of inventory purchases, payments for accrued expenses and accounts ~~payable~~payables and collections of accounts ~~receivable.~~receivables. Our operating cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2018 included our net income of ~~$148.1~~$399.9 million, ~~plus net non-cash charges relating to~~ depreciation and amortization of ~~$162.6~~$168.1 million, ~~the~~pension and other post-retirement benefits costs of $23.7 million, stock-based compensation of $9.5 million, a change in the fair value of our inventory repurchase obligations of ~~$29.3~~$2.5 million, ~~deferred income taxes~~loss on sale of ~~$27.8~~assets of $0.7 million ~~pension~~ and ~~other post-retirement benefits costs~~distributions from our former equity investment in TVPC of ~~$25.9~~$8.4 million, partially offset by a non-cash benefit of $245.7 million relating to an LCM inventory adjustment, changes in the fair value of our catalyst leases of ~~$4.6~~$4.1 million, ~~equity-based compensation~~deferred income taxes of ~~$12.7~~$4.7 million and ~~a loss on sale of assets of $11.4 million, offset by a non-cash benefit of $320.8 million relating to an LCM inventory adjustment and equity~~ income from our former equity method investment in TVPC of ~~$1.6~~$8.4 million. In addition, net changes in operating assets and liabilities ~~reflected sources~~reflects uses of cash of ~~$191.6~~$119.4 million driven by the timing of inventory purchases, payments for accrued expenses and accounts payables and collections of accounts receivables.

Cash Flows from Investing Activities

Net cash used in investing activities was ~~$583.5~~$486.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 compared to net cash used in investing activities of ~~$1,316.0~~$298.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2018. The net cash flows used in investing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2017 was~~2019 were comprised of capital expenditures totaling ~~$211.2~~$190.9 million, expenditures for refinery turnarounds of ~~$341.6~~$261.9 million and expenditures for other assets of ~~$31.1~~$33.9 million, partially offset by return of capital related to our former equity method investment in TVPC of $0.6 million. Net cash used in investing activities for the six months ended June 30, 2018 was comprised of capital expenditures totaling $110.2 million, expenditures for refinery turnarounds of $179.2 million and expenditures for other assets of $12.3 million, slightly offset by a return of capital related to our former equity method investment in TVPC of ~~$0.5~~$2.8 million. Net cash used in investing activities for the nine months ended September 30, 2016 was comprised of cash outflows of $971.9 million used to fund the Torrance Acquisition, capital expenditures totaling $187.7 million, expenditures for refinery turnarounds of $138.9 million, expenditures for other assets of $27.7 million and a final net working capital settlement of $2.7 million associated with the acquisition of the Chalmette refinery, partially offset by $13.0 million of proceeds from the sale of assets.

Cash Flows from Financing Activities

Net cash provided by financing activities was ~~$74.1~~$157.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 compared to net cash ~~provided by~~used in financing activities of ~~$629.1~~$15.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2018. For the ~~nine~~six months ended ~~September~~June 30, 2017, net cash provided by financing activities consisted of a contribution from PBF LLC of $97.0 million and net cash proceeds of $21.4 million from the issuance of the 2025 Senior Notes net of cash paid to redeem the 2020 Senior Secured Notes and related issuance costs. Additionally, during the nine months ended September 30, 2017, we made distributions to members of $39.3 million and principal amortization payments of the PBF Rail Term Loan of $5.0 million. Further, during the nine months ended September 30, 2017, we borrowed and repaid $490.0 million under our Revolving Loan resulting in no net change to amounts outstanding for the nine months ended September 30, 2017. For the nine months ended September 30, 2016,2019, net cash provided by financing activities consisted primarily of proceeds from ~~the Revolving Loan~~contributions from PBF LLC of ~~$550.0 million, a contribution from our parent of $175.0 million, proceeds from catalyst leases of $7.9~~$202.5 million and ~~a net increase~~insurance premium financing of ~~$0.1~~$18.9 million, ~~in proceeds from affiliate notes payable~~ partially offset by ~~$92.5 million of distribution~~distributions to members ~~and repayments~~of $59.4 million, principal amortization payments of the PBF Rail ~~revolving credit facility~~Term Loan of ~~$11.5~~$3.5 million, net settlements of precious metals catalyst leases of $1.2 million and deferred financing costs and other of $0.1 million. Additionally, during the six months ended June 30, 2019, we borrowed and repaid $1,250.0 million under our Revolving Credit Facility resulting in no net change to amounts outstanding for the six months ended June 30, 2019. For the six months ended June 30, 2018, net cash used in financing activities consisted primarily of distributions to members of $26.5 million, principal amortization payments of the PBF Rail Term Loan of $3.4

million, repayments of note payable of $2.4 million, net settlements of precious metals catalyst leases of $9.5 million, and deferred financing costs and other of $12.7 million, partially offset by a contribution from PBF LLC of $22.0 million, and proceeds from insurance premium financing of $17.4 million.

Credit Facility

Revolving Credit Facility

On May 2, 2018, we and certain of our wholly-owned subsidiaries, as borrowers or subsidiary guarantors, replaced the August 2014 Revolving Credit Agreement with the Revolving Credit Facility. Among other things, the Revolving Credit Facility increased the maximum commitment available to us from $2.6 billion to $3.4 billion, extended the maturity date to May 2023, and redefined certain components of the Borrowing Base (as defined in the Revolving Credit Agreement) to make more funding available for working capital and other general corporate purposes. Borrowings under the Revolving Credit Facility bear interest at the Alternative Base Rate plus the Applicable Margin or at the Adjusted LIBOR Rate plus the Applicable Margin, all as defined in the Revolving Credit Agreement. In addition, an accordion feature allows for commitments of up to $3.5 billion.

Liquidity

As of ~~September~~June 30, ~~2017,~~2019, our total liquidity was approximately ~~$1,173.5~~$1,755.3 million, compared to total liquidity of approximately ~~$1,161.3~~$1,641.8 million as of December 31, ~~2016. Total~~2018. Our total liquidity is equal to the ~~sum~~amount of excess availability under our Revolving Credit Facility, which includes our cash ~~and cash equivalents plus the estimated amount available under the Revolving Loan.~~

balance at June 30, 2019.

Working Capital

Our working capital at ~~September~~June 30, ~~2017~~2019 was ~~$1,106.1~~$1,080.6 million, consisting of ~~$3,403.3~~$3,546.1 million in total current assets and ~~$2,297.2~~$2,465.5 million in total current liabilities. Our working capital at December 31, ~~2016~~2018 was ~~$1,111.0~~$1,069.2 million, consisting of ~~$3,154.3~~$3,201.0 million in total current assets and ~~$2,043.3~~$2,131.8 million in total current liabilities.

Working capital has ~~decreased~~increased during the six months ended June 30, 2019 primarily as a result of the change in our LCM inventory adjustment, partially offset by capital expenditures, including turnaround costs ~~partially offset by earnings during the nine months ended September 30, 2017.~~and distributions.

Capital Spending

~~Net capital~~Capital spending was ~~$583.9~~$486.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, which primarily included turnaround costs at our Torrance, Delaware City and Paulsboro refineries, safety related enhancements and facility improvements at ~~the~~our refineries. We currently expect to spend an aggregate of approximately ~~$600.0~~$625.0 million to $675.0 million in net capital expenditures during 2019, excluding any potential capital expenditures related to the ~~full year 2017~~pending Martinez Acquisition, for facility improvements and refinery maintenance and turnarounds, the majority of which ~~have been completed as~~were incurred during the first six months of ~~September 30, 2017.~~2019. Significant capital spending for the full year ~~2017 has included~~2019, includes turnarounds ~~for~~of the ~~FCC~~coker at our Torrance refinery, the coker at our Delaware City refinery ~~several major process units~~and the crude unit at our ~~Torrance~~Paulsboro refinery, ~~and the Chalmette refinery’s crude and ancillary units,~~ as well as expenditures to meet ~~Tier 3~~environmental and regulatory requirements. Capital spending plans also include strategic capital expenditures for the restart of the idled Chalmette refinery coker and the Delaware City refinery hydrogen plant.

As discussed in "Business Developments", we entered into a Sale and Purchase Agreement to purchase the Martinez refinery and related logistics assets. The aggregate purchase price for the Martinez Acquisition will range from $900.0 million to $1.0 billion in cash, based on closing date, plus inventory and working capital to be valued at closing. In addition, we also have an obligation to make certain post-closing payments to the Seller if certain conditions are met including earn-out payments based on certain earnings thresholds of the Martinez refinery, as defined in the Sale and Purchase Agreement, for a period up to four years following the closing. The purchase price is also subject to other customary purchase price adjustments. The Martinez Acquisition is expected to close in the fourth quarter of 2019, subject to satisfaction of customary closing conditions, including the absence of legal impediments prohibiting the Martinez Acquisition, receipt of regulatory approvals and required consents and absence of any material adverse effects. We expect to finance the transaction through a combination of cash on hand and debt.

Crude and Feedstock Supply Agreements

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

Inventory Intermediation Agreements

On ~~May 4, 2017 and September 8, 2017,~~March 29, 2019, we and our subsidiaries, DCR and PRC, entered into amendments to the ~~A&R~~Inventory Intermediation Agreements with J. Aron, pursuant to which certain terms of the existing inventory intermediation agreements were amended, including, among other things, pricing and an extension of the terms. As a result of the amendments (i) the A&R Intermediation Agreement by and among J. Aron, us and PRC relating to the Paulsboro refinery extends the term to December 31, 2019, which term may be further extended by mutual consent of the parties to December 31, 2020 and (ii) the A&RInventory Intermediation Agreement by and among J. Aron, us and DCR relating to the Delaware ~~City~~ refinery ~~extends~~extended the term to ~~July 1, 2019,~~February 28, 2020, which term may be further extended by mutual consent of the parties to ~~July 1, 2020.~~February 26, 2021 and (ii) added the PBFX East Coast Storage Facility as a location and crude oil as a new product type to be included in the Products sold to J. Aron by DCR.

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

At ~~September~~June 30, ~~2017,~~2019, the LIFO value of crude oil, intermediates and finished products owned by J. Aron included within ~~inventory on~~Inventory in our ~~balance sheet~~Condensed Consolidated Balance Sheets was ~~$343.9~~$450.1 million. We accrue a corresponding liability for such intermediates and finished products.

Off-Balance Sheet Arrangements and Contractual Obligations and Commitments

We have no off-balance sheet arrangements as of ~~September~~June 30, ~~2017,~~2019, other than outstanding letters of credit in the amount of approximately ~~$326.8 million and operating leases.~~$279.6 million.

Distribution Policy

On ~~November 2, 2017~~August 1, 2019 PBF Energy, PBF Holding’s indirect parent, announced a dividend of $0.30 per share on its outstanding Class A common stock. The dividend is payable on ~~November 29, 2017~~August 30, 2019 to PBF Energy Class A common stockholders of record at the close of business on ~~November 13, 2017.~~August 15, 2019. If necessary, PBF Holding will make a distribution of up to approximately ~~$34.2~~$36.3 million to PBF LLC, which in turn will make pro-rata distributions of $0.30 per unit to its members, including PBF Energy. PBF Energy will then use this distribution to fund the dividend payments to the stockholders of PBF Energy.

As of ~~September~~June 30, ~~2017,~~2019, we had ~~$1,173.5~~$1,755.3 million of unused borrowing availability, which includes our cash and cash equivalents of ~~$241.7~~$156.8 million, under ~~the~~our Revolving ~~Loan~~Credit Facility to fund our operations, if necessary. Accordingly, as of ~~September~~June 30, ~~2017,~~2019, 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 ~~if necessary,~~ to make pro rata distributions to its members, including PBF Energy, necessary to fund in excess of one year’s cash dividend payments by PBF Energy.

Since, as described above, there was sufficient cash and cash equivalents and borrowing capacity as of ~~September~~June 30, ~~2017,~~2019, we would have been permitted under our debt agreements to make these distributions; however, our ability to continue to comply with our debt covenants is, to a significant degree, subject to our operating results, which are dependent on a number of factors outside of our control. We believe our and our subsidiaries’ available cash and cash equivalents, other sources of liquidity to operate our business and operating performance provides us with a reasonable basis for our assessment that we can support PBF Energy’s intended ~~distribution~~dividend policy.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Commodity Price Risk

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

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

At ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, we had gross open commodity derivative contracts representing ~~45.7~~18.6 million barrels and ~~8.8~~7.4 million barrels, respectively, with an unrealized net ~~loss~~gain of ~~$5.0~~$19.0 million and ~~$3.5~~$7.2 million, respectively. The open commodity derivative contracts as of ~~September~~June 30, ~~2017~~2019 expire at various times during ~~2017 and 2018.~~2019.

We carry inventories of crude oil, intermediates and refined products (“hydrocarbon inventories”) on our ~~balance sheet,~~Condensed Consolidated Balance Sheets, the values of which are subject to fluctuations in market prices. Our hydrocarbon inventories totaled approximately ~~35.1~~31.8 million barrels and ~~29.4~~30.5 million barrels at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, respectively. The average cost of our hydrocarbon inventories was approximately ~~$77.17~~$79.35 and ~~$80.50~~$78.78 per barrel on a LIFO basis at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, respectively, excluding the net impact of LCM inventory adjustments of approximately ~~$498.0~~$327.8 million and ~~$596.0~~$651.8 million, respectively. If market prices of our inventory decline to a level below our average cost, we may be required to ~~further~~ write down the carrying value of our hydrocarbon inventories to market.

Our predominant variable operating cost is energy, which is comprised primarily of natural gas and electricity. We are therefore sensitive to movements in natural gas prices. Assuming normal operating conditions, we annually consume a total of ~~approximately~~between 68 million and 73 million MMBTUs of natural gas amongst our five refineries as of ~~September~~June 30, ~~2017.~~2019. Accordingly, a $1.00 per MMBTU change in natural gas prices would increase or decrease our natural gas costs by approximately $68.0 million to $73.0 million.

Compliance Program Price Risk

We are exposed to market risks related to the volatility in the price of 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 (“EPA”). To the degree we are unable to blend the required amount of biofuels to satisfy our RINs obligation, we must purchase RINs on the open market. To mitigate the impact of this risk on our results of operations and cash flows we may purchase RINs when the price of these instruments is deemed favorable.

In addition, we are exposed to risks associated with complying with federal and state legislative and regulatory measures to address greenhouse gas and other emissions. Requirements to reduce emissions could result in increased costs to operate and maintain our facilities as well as implement and manage new emission controls and programs put in place. For example, AB32 in California requires the state to reduce its GHG emissions to 1990 levels by 2020.

Interest Rate Risk

The maximum ~~availability~~commitment under our Revolving ~~Loan~~Credit Facility is ~~$2.64~~$3.4 billion. Borrowings under the Revolving ~~Loan~~Credit Facility bear interest either at the Alternative Base Rate plus the Applicable Margin or at Adjusted LIBOR plus the Applicable Margin, all as defined in the Revolving ~~Loan.~~Credit Agreement. 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~~$21.5 million annually.

In addition, the PBF Rail Term Loan, which bears interest at a variable rate, had an outstanding principal balance of ~~$30.0~~$18.1 million at ~~September~~June 30, ~~2017.~~2019. A 1.0% change in the interest rate would increase or decrease our interest expense by approximately ~~$0.3~~$0.2 million annually, assuming the current outstanding principal balance on the PBF Rail Term Loan remained outstanding.

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

Credit Risk

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and ~~Procedures.~~Procedures

PBF Holding maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information which is required to be disclosed is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management in a timely manner. Underconducted evaluations under the supervision and with the participation of our management, including PBF Holding’s principal executive officer and ~~the~~ principal financial officer, ~~we have evaluated~~of the effectiveness of our ~~system of~~ disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of ~~1934)~~1934 as amended (the “Exchange Act”)) as of ~~September~~June 30, ~~2017.~~2019. Based ~~on that evaluation, PBF Holding’s~~upon these evaluations, the principal executive officer and ~~the~~ principal financial officer ~~have~~ concluded that PBF Holding’s disclosure controls and procedures are effective as of ~~September~~June 30, ~~2017.~~2019.

Changes in Internal Control Over Financial Reporting

~~Management~~There has ~~not identified any changes~~been no change in PBF Holding’s internal ~~controls~~control over financial reporting during the quarter ended ~~September~~June 30, ~~2017~~2019 that has materially affected, or is reasonably likely to materially affect, our internal ~~controls~~control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On July 24, 2013, ~~the Delaware Department of Natural Resources and Environmental Control (“DNREC”)~~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 this assessment in addition to other Notices of Violation (“NOVs”) and DNREC claims of noncompliance related to activities at the ~~assessment. It~~Delaware City Refinery that have occurred since June 1, 2010, including associated Title V Permit deviations. In addition, Delaware City Refining Company has reported to DNREC that measured levels of particulate matter emissions from certain coke management facilities have exceeded applicable permit standards. Delaware City Refining Company has instituted measures to improve the performance of these systems and believes that particulate matter emissions now comply with applicable standards. Delaware City Refining Company will conduct additional testing in late August 2019 to confirm this expectation. DNREC and Delaware City Refining Company have completed negotiations of a comprehensive settlement agreement to resolve all DNREC claims for air quality issues at the Delaware City Refinery through October 31, 2018, and for the particulate matter emission issue related to the coke management sources through the effective date of the agreement. The agreement, which is ~~possible that DNREC will assess a penalty in this matter but any such amount is not~~ expected to be ~~material~~executed shortly, provides for resolution of DNREC’s claims, a penalty payment by Delaware City Refining Company of $950,000, and no admission of liability by Delaware City Refining Company with respect to ~~us.~~

Asthe alleged air quality violations. The agreement will also result in modification and reissuance by DNREC of ~~November 1, 2015, we acquired Chalmette Refining, which was in discussions with~~certain air quality permits for the ~~Louisiana Department of Environmental Quality (“LDEQ”)~~refinery to resolve ~~self-reported deviations from refinery operations relating~~claims by Delaware City Refining Company objecting to certain ~~Clean Air Act Title V~~prior permit conditions, limits and other requirements. LDEQ commenced an enforcement action against Chalmette Refining on November 14, 2014 by issuing a Consolidated Compliance Order and Notice of Potential Penalty (the “Order”) covering deviations from 2009 and 2010. Chalmette Refining and LDEQ subsequently entered into a dispute resolution agreement, the enforcement of which has been suspended while negotiations are ongoing, which may include the resolution of deviations outside the periods covered by the Order. In February 2017, Chalmette Refining and the LDEQ met to resolve the issues under the Order, including the assessment of an administrative penalty against Chalmette Refining. Chalmette Refining and the LDEQ are negotiating a settlement agreement with administrative penalties of approximately $0.7 million. Once the settlement agreement is finalized, it is subject to circulated for notice and public comment for a 45-day period and must undergo a review by the Louisiana attorney general’s office.conditions.

~~On December 23, 2016, the~~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 inappealed a Notice of Penalty Assessment and Secretary’s Order ~~to the Delaware City refinery for violating the~~issued in March 2017, including a $150,000 fine, alleging violation of a 2013 Secretary’s ~~Order.~~Order authorizing crude oil shipment by barge. 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~~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~~the Delaware City refinery appealed the Notice of Penalty Assessment and Secretary’s Order. On March 5, 2018, Notice of Penalty Assessment was settled by DNREC, the Delaware Attorney General and Delaware City refinery for $100,000. The ~~hearing of~~Delaware City refinery made no admissions with respect to the alleged violations and agreed to request a Coastal Zone Act status decision prior to making crude oil shipments to destinations other than Paulsboro. The Delaware City refinery has paid the penalty. The Coastal Zone Act status decision request was submitted to DNREC and the outstanding appeal ~~is scheduled for February 2018. To~~was withdrawn as required under settlement agreement. DNREC has confirmed that Delaware City Refining Company has fully satisfied its obligations under the ~~extent~~agreement, and therefore that the ~~penalty and Secretary’s Order are upheld, there will not be a material adverse effect on~~resolution of liability provided under the ~~Company’s financial position, results of operations or cash flows.~~agreement has taken effect.

On December 28, 2016, DNREC issued ~~a Coastal Zone Act permit (the “Ethanol 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 Coastal Zone Board’s decision with the ~~Delaware~~ Superior Court on March 30, 2017. On January 19, 2018, the Superior Court rendered an Opinion regarding the decision of the Coastal Zone Board to dismiss the appeal of the Ethanol Permit for the ethanol project. The ~~filing~~judge determined that the record created by the Coastal Zone Board was insufficient for the Superior Court to make a decision, and therefore remanded the case back to the Coastal Zone Board to address the deficiency in the record. Specifically, the Superior Court directed the Coastal Zone Board to address any evidence concerning whether the appellants’ claimed injuries would be affected by the increased quantity of ~~briefs has been~~ethanol shipments. On remand, the Coastal Zone Board met on January 28, 2019 and reversed

its previous decision on standing ruling that the appellants have standing to appeal the issuance of the Ethanol Permit. The parties to the action have filed a joint motion with the Coastal Zone Board, requesting that the Board concur with the parties’ proposal to secure from the Superior Court confirmation that all rights and claims are preserved for any subsequent appeal to the Superior Court, and that the matter then be scheduled for ~~October and November 2017.~~a hearing on the merits before the Coastal Zone Board.

~~On October 19, 2017,~~At the ~~Delaware City~~time we acquired the Toledo refinery, ~~received approval from DNREC for~~EPA had initiated an investigation into the ~~construction and operation~~compliance 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~~refinery with EPA ~~sent a request for information~~standards governing flaring pursuant to Section 114 of the Clean Air Act. On February 1, 2013, EPA issued an Amended Notice of Violation (“NOV”), and on September 20, 2013, EPA issued a NOV and Finding of Violation to Toledo refinery, alleging certain violations of the Clean Air Act at its Plant 4 and Plant 9 flares since the acquisition of the refinery on March 1, 2011. Toledo refinery and EPA subsequently entered into tolling agreements pending settlement discussions. Although the resolution has not been finalized, the civil administrative penalty is anticipated to be approximately $645,000 including supplemental environmental projects. To the ~~Paulsboro refinery with respect~~extent the administrative penalty exceeds such amount, it is not expected to ~~compliance with EPA standards governing flaring. On July 13, 2017 the U.S. Department of Justice filed with the Court the motion~~be material 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.~~us.

In connection with the acquisition of the Torrance refinery and related logistics assets, we assumed certain pre-existing environmental liabilities related to certain environmental remediation obligations to address existing soil and groundwater contamination and monitoring activities, which reflect the estimated cost of the remediation obligations. In addition, in connection with the acquisition of the Torrance refinery and related logistics assets, we purchased a ten year, $100.0 million environmental insurance policy to insure against unknown environmental liabilities. Furthermore, in connection with the acquisition, we assumed responsibility for certain specified environmental matters that occurred prior to our ownership of the refinery and logistics assets, including specified incidents and/or NOVs issued by regulatory agencies in various years before ~~the Company’s~~our 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~~

In connection with the ~~closing~~acquisition of the Torrance refinery and related logistics assets, we agreed to take responsibility for NOV No. P63405 that ExxonMobil had received from the SCAQMD for Title V deviations that are alleged to have occurred in 2015. On August 14, 2018, we received a letter from SCAQMD offering to settle this NOV for $515,250. On February 22, 2019, the SCAQMD reduced their settlement offer to $268,500 which the Torrance refinery accepted and paid on May 8, 2019 to resolve this NOV with the SCAQMD.

Subsequent to the acquisition, further NOVs were issued by the SCAQMD, Cal/OSHA, the City of Torrance, and the Torrance Fire Department. No settlement or penalty demand in excess of $0.1 million has been made or received with respect to these notices. It is reasonably possible that SCAQMD, Cal/OSHA and/or the City of Torrance ~~will assess penalties~~Fire Department, and the Los Angeles County Sanitation District related to alleged operational violations, emission discharges and/or flaring incidents at the refinery and the logistics assets both before and after our acquisition. EPA in November 2016 conducted a Risk Management Plan (“RMP”) inspection following the acquisition related to Torrance operations and issued preliminary findings in March 2017 concerning RMP potential operational violations. Since the EPA’s issuance of the preliminary findings in March 2017, the Company has been in substantive discussions to resolve the preliminary findings. In the course of these discussions, on November 8, 2018, EPA made an offer to settle all preliminary findings for $480,000. The Company is currently in communication with EPA to resolve the RMP preliminary findings.

EPA and the California Department of Toxic Substances Control (“DTSC”) in December 2016 conducted a Resource Conservation and Recovery Act (“RCRA”) inspection following the acquisition related to Torrance operations and also issued in March 2017 preliminary findings concerning RCRA potential operational violations. On June 14, 2018, the Torrance refinery and DTSC reached settlement regarding the oil bearing materials in the form of a stipulation and order, wherein the Torrance refinery agreed that it would recycle or properly dispose of the oil bearing materials by the end of 2018 and pay an administrative penalty of $150,000. The Torrance refinery has complied with these requirements. Following this settlement, in June 2018, DTSC referred the remaining alleged RCRA violations from EPA’s and DTSC’s December 2016 inspection to the California Attorney General for final resolution. The Torrance refinery and the California Attorney General are in discussions to resolve these alleged remaining RCRA violations. Other than the $150,000 DTSC administrative penalty, no other ~~matters~~settlement or penalty demands have been received to date with respect to any of the other NOVs, preliminary findings, or order that are in excess of ~~$0.1 million~~$100,000. As the ultimate outcomes are uncertain, we cannot currently estimate the final

amount or timing of their resolution but any such amount is not expected to behave a material ~~to us,~~impact on our financial position, results of operations or cash flows, individually or in the aggregate.

On ~~September 2, 2011,~~December 5, 1990, prior to our ownership of the Chalmette refinery, the plaintiff in ~~Vincent Caruso,~~Adam Thomas, et al. v. Exxon Mobil Corporation and Chalmette Refining, L.L.C., filed an action on behalf of himself and potentially thousands of other ~~Louisiana residents who live or own property~~individuals in St. Bernard Parish and Orleans Parish who were allegedly exposed to hydrogen sulfide and ~~whose~~sulfur dioxide as a result of more than 100 separate flaring events that occurred between 1989 and 2010. This litigation is proceeding as a mass action with individually named plaintiffs as a result of a 2008 trial court decision, affirmed by the court of appeals that denied class certification. The plaintiffs claim to have suffered physical injuries, property ~~was allegedly contaminated~~damage, and ~~who allegedly suffered any personal or property~~other 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.~~releases. Plaintiffs seek to recover unspecified compensatory and punitive damages, interest, and costs. ~~In August 2015, there was a~~The parties are preparing for an October 2019 mini-trial ~~for four~~of up to 10 plaintiffs, ~~for property damage~~ relating to ~~home~~as many as 5 separate flaring events that occurred between 2002 and vehicle cleaning. On April 12, 2016, the trial court rendered judgment limiting damages ranging from $100 to $500 for home cleaning and $25 to $75 for vehicle cleaning to the four plaintiffs. The trial court found Chalmette Refining and co-defendant Eaton Corporation (“Eaton”), to be solidarily liable for the damages. Chalmette Refining and Eaton filed an appeal in August 20162007. Because of the ~~judgment on~~number of potential claimants is unknown and the ~~mini-trial. On June 28, 2017,~~differing events underlying 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,claims, the potential amount of the claims is not determinable. ~~Depending upon the ultimate class size and the nature of the claims, the~~It is possible that an adverse outcome may have a material adverse effect ~~on our financial position, results of operations, or cash flows.~~

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

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

Company LLC and the manager of our Torrance refinery along with Exxon Mobil Corporation were named as defendants in a class action and representative action complaint filed on behalf of Arnold Goldstein, John Covas, Gisela Janette La Bella and others similarly situated. The complaint was filed in the Superior Court of the State of California, County of Los Angeles and alleges negligence, strict liability, ultrahazardous activity, a continuing private nuisance, a permanent private nuisance, a continuing public nuisance, a permanent public nuisance and trespass resulting from the February 18, 2015 electrostatic precipitator (“ESP”) explosion at the Torrance refinery which was then owned and operated by ~~Exxon.~~ExxonMobil. The operation of the Torrance refinery by the PBF entities subsequent to our acquisition in July 2016 is also referenced in the complaint. To the extent that plaintiffs’ claims relate to the ESP explosion, Exxon has retained responsibility for any liabilities that would arise from the lawsuit pursuant to the agreement relating to the acquisition of the Torrance refinery. ~~This~~On July 2, 2018, the Court granted leave to plaintiffs’ to file a Second Amended Complaint alleging groundwater contamination. With the filing of the Second Amended Complaint, Plaintiffs’ added an additional plaintiff. On March 18, 2019, the class certification hearing was held and the judge took the matter under submission. On April 1, 2019, the judge issued an order denying class certification. On April 15, 2019, Plaintiffs filed a Petition with the Ninth Circuit for Permission to Appeal the Order Denying Motion for Class Certification. The appeal is currently pending with the Ninth Circuit. On May 3, 2019, Plaintiffs filed a Motion with the Central District Court for Leave to File a Renewed Motion for Class Certification. On May 22, 2019, the judge granted Plaintiffs’ motion. Our opposition to the motion was filed on July 29, 2019. The hearing on Plaintiffs’ motion is currently scheduled for September 23, 2019. We presently believe the outcome will not have a material impact on our financial position, results of operations or cash flows.

On September 18, 2018, in Michelle Kendig and Jim Kendig, et al. v. ExxonMobil Oil Corporation, et al., PBF Energy Limited and Torrance Refining Company LLC along with ExxonMobil Oil Corporation and ExxonMobil Pipeline Company were named as defendants in a class action and representative action complaint filed on behalf of Michelle Kendig, Jim Kendig and others similarly situated. The complaint was filed in the Superior Court of the State of California, County of Los Angeles and alleges failure to authorize and permit uninterrupted rest and meal periods, failure to furnish accurate wage statements, violation of the Private Attorneys General Act and violation of the California Unfair Business and Competition Law. Plaintiffs seek to recover unspecified economic damages, statutory damages, civil penalties provided by statute, disgorgement of profits, injunctive relief, declaratory relief, interest, attorney’s fees and costs. To the extent that plaintiffs’ claims accrued prior to July 1, 2016, ExxonMobil has retained responsibility for any liabilities that would arise from the lawsuit pursuant to the agreement relating to the acquisition of the Torrance refinery and logistics assets. On October 26, 2018, the matter was removed to the Federal Court, California Central District. A mediation hearing between the parties is currently scheduled for August 23, 2019. As this matter is in the ~~initial stages of discovery and~~class certification phase, we cannot currently estimate the amount or the timing of its resolution. We presently believe the outcome will not have a material impact on our financial position, results of operations or cash flows.

On September 7, 2018, in Jeprece Roussell, et al. v. PBF Consultants, LLC, etal., the Plaintiff filed an action in the 19th Judicial District Court for the Parish of East Baton Rouge, alleges numerous causes of action, including wrongful death, premises liability, negligence, and gross negligence against PBF Holding Company LLC, PBFX Op Co, Chalmette Refining, L.L.C., two individual employees of the Chalmette Refinery (“the PBF Defendants”), two entities, PBF Consultants, LLC and PBF Investments, LLC that are Louisiana companies that are not associated with our companies, as well as Clean Harbors, Inc. and Clean Harbors Environmental Services, Inc. (collectively, “Clean Harbors”), Mr. Roussell’s employer. Mr. Roussell was fatally injured on March 31, 2018 while performing clay removal work activities inside a clay treating vessel located at the Chalmette Refinery. Plaintiff seeks unspecified compensatory damages for pain and suffering, past and future mental anguish, impairment, past and future economic loss, attorney’s fees and court costs. The PBF Defendants have issued a tender of defense and indemnity to Clean Harbors and its insurer pursuant to indemnity obligations contained in the associated services agreement. On September 25, 2018, the PBF Defendants filed an Answer in the state court action denying the allegations. On October 10, 2018, the PBF Defendants filed to remove the case to the United States District Court for the Middle District of Louisiana. On November 9, 2018, Plaintiff filed a motion to remand the matter back to state court and the PBF Defendants filed a response on November 30, 2018. On December 21, 2018, Plaintiff filed a motion for leave to file a reply memorandum and the reply memorandum was filed December 27, 2018. On April 15, 2019 the Federal Magistrate Judge filed a Report and Recommendation denying Plaintiff’s motion to remand and dismissing without prejudice the claims against John Sprafka, Wayne LaCombe, PBF Consultants, LLC and PBF Investments, LLC. On June 24, 2019, the Federal Judge adopted the Magistrate Judge’s Report and Recommendation denying Plaintiff’s motion to remand and dismissing without prejudice the claims against John Sprafka, Wayne LaCombe, PBF Consultants, LLC and PBF Investments, LLC. As this matter was recently filed, we cannot currently estimate the amount or the timing of its resolution. We presently believe the outcome will not have a material impact on our financial position, results of operations or cash flows.

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

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

Item 1A. Risk Factors

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, 2018:

Risks Relating to Our Business and Industry

Our announced Martinez Acquisition may not close when we expect, or at all, and may pose unforeseen risks and/or not have the benefits we expect.

On June 11, 2019, we entered into an agreement to purchase the Martinez refinery, and related logistics assets. The aggregate purchase price for the Martinez Acquisition will range from $900.0 million to $1.0 billion in cash, based on closing date, plus inventory and working capital to be determined at closing. The purchase price is also subject to other customary purchase price adjustments. The Martinez Acquisition is expected to close in the fourth quarter of 2019, subject to satisfaction of customary closing conditions. There can be no assurance that we will complete the Martinez Acquisition under the terms set forth in the purchase agreement, or at all. We expect to finance the transaction through a combination of cash on hand and debt. The Martinez Acquisition is subject to numerous risks and uncertainties, including (i) the possibility that the announced acquisition will be delayed or will not close due to the failure of either party to satisfy the closing conditions, or for other reasons, (ii) the risk that the Martinez refinery will not be integrated into our company successfully or that expected benefits will not be realized and (iii) unforeseen liabilities associated with the Martinez Acquisition.

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

~~10.1~~2.1**†		~~Amendment to the Inventory Intermediation~~Sale and Purchase Agreement dated ~~as of September 8, 2017, among J. Aron & Company,~~June 11, 2019 by and between PBF Holding Company LLC and ~~Paulsboro Refining Company~~Equilon Enterprises LLC d/b/a Shell Oil Products US (incorporated by reference to Exhibit ~~10.1 of~~2.1 filed with PBF Energy Inc.’s Current Report on Form ~~8-K/A~~8-K dated June 11, 2019 (File No. 001-35764) ~~filed on September 18, 2017).~~

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

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

31.2*		Certification of Erik Young, Chief Financial Officer of PBF Holding Company LLC pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

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

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

——————————



**	~~Filed herewith.~~
†	~~Confidential treatment has been granted by the SEC as to certain portions, which portions~~Certain schedules and exhibits have been omitted ~~and filed separately with~~pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the ~~Securities and Exchange Commission.~~SEC upon request.
*	Filed herewith.
(1)	This exhibit should not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

Signatures

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



		PBF Holding Company LLC

~~Date~~Date:	~~November 7, 2017~~August 6, 2019		By:	/s/ Erik Young
				Erik Young Senior Vice President, Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

		PBF Finance Corporation

~~Date~~Date:	~~November 7, 2017~~August 6, 2019		By:	/s/ Erik Young
				Erik Young Senior Vice President, Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

~~EXHIBIT INDEX~~



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

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

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

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

31.2*		~~Certification of Erik Young, Chief Financial Officer of PBF Holding Company LLC pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

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

32.2* ~~(1)~~		~~Certification of Erik Young, Chief Financial Officer of PBF Holding Company LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~101.INS~~		~~XBRL Instance Document.~~

~~101.SCH~~		~~XBRL Taxonomy Extension Schema Document.~~

~~101.CAL~~		~~XBRL Taxonomy Extension Calculation Linkbase Document.~~

~~101.DEF~~		~~XBRL Taxonomy Extension Definition Linkbase Document.~~

~~101.LAB~~		~~XBRL Taxonomy Extension Label Linkbase Document.~~

~~101.PRE~~		~~XBRL Taxonomy Extension Presentation Linkbase Document.~~

~~——————————~~



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



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

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



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



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



CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS			3

PART I – FINANCIAL INFORMATION

	ITEM 1.	Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016~~2018	5
		Condensed Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018	6
		Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018	7
		Condensed Consolidated Statements of Changes in Equity for the three and six months ended June 30, 2019 and 2018	8
		Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018	810
		Notes to Condensed Consolidated Financial Statements	1012
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4441
	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	6362
	ITEM 4.	Controls and Procedures	6563

PART II – OTHER INFORMATION

	ITEM 1.	Legal Proceedings	6664
	ITEM 1A.	Risk Factors	68
	ITEM 6.	Exhibits	69
SIGNATURES			70


	September 30, 2017			December 31, 2016			June 30, 2019			December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	241,745		$	626,705		$	156.8		$	561.7
Accounts receivable	774,907			615,881			984.7			710.7
Accounts receivable - affiliate	19,938			7,631			5.5			12.0
Affiliate notes receivable	11,600			—
Inventories	2,310,692			1,863,560			2,312.6			1,864.1
Prepaid expense and other current assets	44,439			40,536
Prepaid and other current assets							86.5			52.5
Total current assets	3,403,321			3,154,313			3,546.1			3,201.0

Property, plant and equipment, net	2,805,149			2,728,699			3,063.2			2,971.2
Investment in equity method investee	172,752			179,882			—			169.5
Operating lease right of use assets - third party							236.5			—
Operating lease right of use assets - affiliate							683.0			—
Deferred charges and other assets, net	801,415			504,003			1,027.7			871.8
Total assets	$	7,182,637		$	6,566,897		$	8,556.5		$	7,213.5

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	441,483		$	530,365		$	438.8		$	483.8
Accounts payable - affiliate	36,045			37,863			47.3			49.5
Accrued expenses	1,809,571			1,462,729			1,803.1			1,579.0
Current operating lease liabilities - third party							80.1			—
Current operating lease liabilities - affiliate							72.5			—
Current debt							1.3			2.4
Deferred revenue	3,296			12,340			22.4			17.1
Notes payable	6,831			—
Total current liabilities	2,297,226			2,043,297			2,465.5			2,131.8

Long-term debt	1,625,201			1,576,559			1,260.2			1,258.0
Affiliate notes payable	—			86,298
Deferred tax liabilities	46,340			45,699			35.1			40.4
Long-term operating lease liabilities - third party							155.9			—
Long-term operating lease liabilities - affiliate							610.5			—
Other long-term liabilities	213,344			226,111			255.3			253.5
Total liabilities	4,182,111			3,977,964			4,782.5			3,683.7

Commitments and contingencies (Note 9)
Commitments and contingencies (Note 5)

Equity:
PBF Holding Company LLC equity
Member’s equity	2,352,772			2,155,863			2,699.8			2,652.5
Retained earnings	659,891			446,519			1,086.4			890.3
Accumulated other comprehensive loss	(25,024		)	(25,962		)	(23.2		)	(23.9		)
Total PBF Holding Company LLC equity	2,987,639			2,576,420			3,763.0			3,518.9
Noncontrolling interest	12,887			12,513			11.0			10.9
Total equity	3,000,526			2,588,933			3,774.0			3,529.8
Total liabilities and equity	$	7,182,637		$	6,566,897		$	8,556.5		$	7,213.5



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



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



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



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



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



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



	Member’s Equity			Accumulated Other Comprehensive Loss			Retained Earnings			Noncontrolling Interest		Total Equity

Balance, December 31, 2018	$	2,652.5		$	(23.9	)	$	890.3		$	10.9	$	3,529.8
Member distributions	—			—			(23.0		)	—		(23.0		)
Distribution of assets to PBF LLC	(0.3		)	—			—			—		(0.3		)
Stock-based compensation	6.2			—			—			—		6.2
Net income	—			—			312.1			—		312.1
Other comprehensive income	—			0.2			—			—		0.2
Balance, March 31, 2019	2,658.4			(23.7		)	1,179.4			10.9		3,825.0
Member distributions	—			—			(36.4		)	—		(36.4		)
Capital contributions from PBF LLC	202.5			—			—			—		202.5
Distribution of TVPC investment	(168.8		)	—			—			—		(168.8		)
Stock-based compensation	7.7			—			—			—		7.7
Net income (loss)	—			—			(56.6		)	0.1		(56.5		)
Other comprehensive income	—			0.5			—			—		0.5
Balance, June 30, 2019	$	2,699.8		$	(23.2	)	$	1,086.4		$	11.0	$	3,774.0



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



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



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


	September 30, 2017		December 31, 2016
(in millions)					June 30, 2019		December 31, 2018
Inventory-related accruals	$	984,702	$	810,027	$	1,121.8	$	846.3
Inventory intermediation arrangements	282,640		225,524
Renewable energy credit and emissions obligations	138,717		70,158
Inventory intermediation agreements					315.6		249.4
Excise and sales tax payable	91,042		86,046		132.9		149.4
Accrued transportation costs	90,933		89,830		60.2		53.6
Customer deposits	45,548		9,215
Accrued utilities	36,274		44,190		32.2		49.8
Accrued capital expenditures					29.2		59.9
Renewable energy credit and emissions obligations					26.5		27.1
Accrued refinery maintenance and support costs	36,098		28,670		19.9		19.0
Accrued salaries and benefits	32,709		17,466		13.6		89.3
Environmental liabilities					9.1		6.5
Accrued interest	30,987		28,934		7.1		6.8
Accrued capital expenditures	18,933		33,610
Environmental liabilities	8,295		8,882
Customer deposits					1.4		5.6
Other	12,693		10,177		33.6		16.3
Total accrued expenses	$	1,809,571	$	1,462,729	$	1,803.1	$	1,579.0



~~Service~~ Agreements	Initiation Date	Initial Term	Renewals (a)	~~Minimum Volume Commitments~~MVC	Force Majeure
~~Transportation~~Amended and ~~Terminaling~~
~~Delaware City~~Restated Rail ~~Terminaling Services Agreement~~Agreements (b)	5/8/2014	7 years, 8 months	~~2 x 5~~N/A	~~85,000 barrels per day (“bpd”)~~125,000 bpd	~~PBFX or~~ PBF Holding or PBFX can declare
~~Toledo Truck Unloading & Terminaling Services Agreement~~	~~5/8/2014~~	~~7 years, 8 months~~	~~2 x 5~~	~~5,500 bpd~~
~~Delaware West Ladder Rack Terminaling Services Agreement~~	~~10/1/2014~~	~~7 years, 3 months~~	~~2 x 5~~	~~40,000 bpd~~
~~Toledo Storage Facility Storage and Terminaling Services Agreement- Terminaling Facility~~	~~12/12/2014~~	~~10 years~~	~~2 x 5~~	~~4,400 bpd~~
Delaware Pipeline Services Agreement	~~5/15/2015~~	~~10 years, 8 months~~	~~2 x 5~~	~~50,000 bpd~~
~~Delaware Pipeline Services Agreement-~~ - Magellan Connection	11/1/2016	2 years, 5 months	~~N/A~~See note (c)	~~14,500 bpd~~See note (c)
Delaware City ~~Truck Loading~~Terminaling Services ~~Agreement- Gasoline~~Agreement (d)	~~5/15/2015~~1/1/2022	104 years ~~8 months~~	2 x 5	~~30,000~~95,000 bpd
~~Delaware City Truck Loading Services Agreement- LPGs~~	~~5/15/2015~~	~~10 years, 8 months~~	~~2 x 5~~	~~5,000 bpd~~
~~East Coast Terminals Terminaling Services Agreements~~	~~5/1/2016~~	~~Various (f)~~	~~Evergreen~~	~~15,000 bpd (e)~~
~~East Coast Terminals Tank Lease Agreements~~	~~5/1/2016~~	~~Various (f)~~	~~Evergreen~~	~~350,000 barrels (c)~~
Amended and Restated Torrance Valley Pipeline Transportation Services ~~Agreement- North Pipeline~~	~~8/31/2016~~	~~10 years~~	~~2 x 5~~	~~50,000 bpd~~
~~Torrance Valley Pipeline Transportation Services Agreement-~~Agreement - South Pipeline	8/31/2016	10 years	2 x 5	~~70,000~~75,000 bpd (e)
~~Torrance Valley Pipeline Transportation Services Agreement- Midway~~East Coast Storage ~~Tank~~Assets Terminal Storage Agreement	~~8/31/2016~~1/1/2019	~~10 years~~	~~2 x 5~~	~~55,000 barrels (c)~~
~~Torrance Valley Pipeline Transportation Services Agreement- Emidio Storage Tank~~	~~8/31/2016~~	~~10 years~~	~~2 x 5~~	~~900,000 barrels per month~~
~~Torrance Valley Pipeline Transportation Services Agreement- Belridge Storage Tank~~	~~8/31/2016~~	~~10 years~~	~~2 x 5~~	~~770,000 barrels per month~~
~~Paulsboro Natural Gas Pipeline Services Agreement (b)~~	~~8/4/2017~~	158 years	Evergreen	~~60,000 dekatherms per day~~
~~Toledo Terminal Services Agreement (g)~~	~~5/1/2016~~	~~1 year~~	~~Evergreen~~	~~N/A~~
~~Storage~~
~~Toledo Storage Facility Storage and Terminaling Services Agreement- Storage Facility~~	~~12/12/2014~~	~~10 years~~	~~2 x 5~~	~~3,849,271~~2,953,725 barrels ~~(c)~~	~~PBFX or PBF Holding can declare~~
~~Chalmette Storage Agreement (d)~~	~~See note (d)~~	~~10 years~~	~~2 x 5~~	~~625,000 barrels~~(f)	~~PBFX or PBF Holding can declare~~



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



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



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


December 31, 2016
	Titled Inventory			Inventory Intermediation Arrangements			Total
December 31, 2018										December 31, 2018
(in millions)										Titled Inventory			Inventory Intermediation Agreements			Total
Crude oil and feedstocks	$	1,102,007		$	—		$	1,102,007		$	1,044.8		$	—		$	1,044.8
Refined products and blendstocks	915,397			352,464			1,267,861			1,026.9			334.8			1,361.7
Warehouse stock and other	89,680			—			89,680			109.4			—			109.4
	$	2,107,084		$	352,464		$	2,459,548		$	2,181.1		$	334.8		$	2,515.9
Lower of cost or market adjustment	(492,415		)	(103,573		)	(595,988		)	(557.2		)	(94.6		)	(651.8		)
Total inventories	$	1,614,669		$	248,891		$	1,863,560		$	1,623.9		$	240.2		$	1,864.1


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


(d)	The Delaware City Terminaling Services Agreement between DCTC and the Company will commence in 2022 subsequent to the expiration of the Amended and Restated Rail Agreements and includes additional services to be provided by PBFX as operator of other rail facilities owned by the Company’s subsidiaries.


(e)	In connection with the TVPC Acquisition on May 31, 2019, the Torrance Valley Pipeline Transportation Services Agreement - South Pipeline was amended and restated to increase the MVC from 70,000 bpd to 75,000 bpd.


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


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


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


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


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



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



(in millions)	Classification on the Balance Sheet	June 30, 2019
Assets
Operating lease assets - third party	Operating lease right of use assets - third party	$	236.5
Operating lease assets - affiliate	Operating lease right of use assets - affiliate	683.0
Finance lease assets	Deferred charges and other assets, net	14.2
Total lease right of use assets		$	933.7

Liabilities
Current liabilities:
Operating lease liabilities - third party	Current operating lease liabilities - third party	$	80.1
Operating lease liabilities - affiliate	Current operating lease liabilities - affiliate	72.5
Finance lease liabilities - third party	Accrued expenses	1.1
Noncurrent liabilities:
Operating lease liabilities - third party	Long-term operating lease liabilities - third party	155.9
Operating lease liabilities - affiliate	Long-term operating lease liabilities - affiliate	610.5
Finance lease liabilities - third party	Other long-term liabilities	13.3
Total lease liabilities		$	933.4



Lease Costs (in millions)	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Components of total lease cost:
Finance lease cost
Amortization of lease right of use assets	$	0.4	$	0.4
Interest on lease liabilities	0.2		0.2
Operating lease cost	62.9		116.2
Short-term lease cost	25.1		48.4
Variable lease cost	4.1		14.2
Total lease cost	$	92.7	$	179.4



(in millions)	Six Months Ended June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	108.4
Operating cash flows for finance leases	0.2
Financing cash flows for finance leases	0.2
Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets	160.1



	June 30, 2019
Weighted average remaining lease term - operating leases	6.9 years
Weighted average remaining lease term - finance leases	9.8 years

Weighted average discount rate - operating leases	8.13	%
Weighted average discount rate - finance leases	6.83	%



Amounts due within twelve months of June 30, (in millions)	Finance Leases		Operating Leases
2019	$	2.0	$	221.2
2020	2.0		197.5
2021	2.0		159.1
2022	2.0		150.1
2023	2.0		146.0
Thereafter	9.8		350.1
Total minimum lease payments	19.8		1,224.0
Less: effect of discounting	5.4		305.0
Present value of future minimum lease payments	14.4		919.0
Less: current obligations under leases	1.1		152.6
Long-term lease obligations	$	13.3	$	766.4



	As of June 30, 2019
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
(in millions)	Level 1		Level 2		Level 3		Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
Assets:
Money market funds	$	0.8	$	—	$	—	$	0.8	N/A		$	0.8
Commodity contracts	22.4		8.4		—		30.8		(11.8	)	19.0
Liabilities:
Commodity contracts	11.2		0.6		—		11.8		(11.8	)	—
Catalyst lease obligations	—		45.8		—		45.8		—		45.8
Derivatives included with inventory intermediation agreement obligations	—		10.9		—		10.9		—		10.9



	As of December 31, 2018
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
(in millions)	Level 1		Level 2		Level 3		Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
Assets:
Money market funds	$	2.8	$	—	$	—	$	2.8	N/A		$	2.8
Commodity contracts	1.2		8.9		—		10.1		(2.9	)	7.2
Derivatives included with inventory intermediation agreement obligations	—		24.1		—		24.1		—		24.1

Liabilities:
Commodity contracts	2.7		0.2		—		2.9		(2.9	)	—
Catalyst lease obligations	—		44.3		—		44.3		—		44.3