This combined Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (this “Form 10-Q”) is filed by PBF Holding Company LLC (“PBF Holding”) and PBF Finance Corporation (“PBF Finance”). PBF Holding is a wholly-owned subsidiary of PBF Energy Company LLC (“PBF LLC”) and is the parent company for PBF LLC’s refinery operating subsidiaries. PBF Finance is a wholly-owned subsidiary of PBF Holding. PBF Holding is an indirect subsidiary of PBF Energy Inc. (“PBF Energy”), which is the sole managing member of, and owner of an equity interest representing approximately ~~96.6%~~99.3% of the outstanding economic interests in PBF LLC as of ~~September 30, 2017.~~March 31, 2023. PBF Energy operates and controls all of the business and affairs and consolidates the financial results of PBF LLC and its subsidiaries. PBF Logistics GP LLC (“PBF GP”) is a wholly-owned subsidiary of PBF LLC and the general partner of PBF Logistics LP (“PBFX”), which is an affiliate of PBF Holding. PBF Holding, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

Important factors that could cause actual results to differ materially from our expectations, which we refer to as "cautionary statements," are disclosed under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Form 10-Q, ~~and~~ the Annual Report on Form 10-K for the year ended December 31, ~~2016~~2022 of PBF Holding ~~Company LLC~~ and PBF Finance, ~~Corporation,~~ which we refer to as our ~~2016~~2022 Annual Report on Form 10-K, and in our other filings with the ~~SEC.~~U.S. Securities and Exchange Commission. All forward-looking information in this Quarterly Report on Form 10-Q and subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:

•supply, demand, prices and other market conditions for our products or crude oil, including volatility in commodity ~~prices;~~prices or constraints arising from federal, state or local governmental actions or environmental and/or social activists that reduce crude oil production or availability in the regions in which we operate our pipelines and facilities;

•rate of inflation and its impacts on supply and demand, pricing, and supply chain disruption;

•the effects related to, or resulting from Russia’s military action in Ukraine, including the imposition of ~~competition~~additional sanctions and export controls, as well as the broader impacts to financial markets and the global macroeconomic and geopolitical environment;

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

•our obligation to buy Renewable Identification Numbers (“RINs”) and market risks related to the volatility in ~~our markets;~~the price of RINs required to comply with the Renewable Fuel Standard (“RFS”) and greenhouse gas (“GHG”) emission credits required to comply with various GHG emission programs, such as Assembly Bill 32 (“AB 32”);

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

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

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

•o~~ur substantial indebtedness;~~our expectations with respect to our capital spending and turnaround projects;

•the impact of current and future laws, rulings and governmental regulations, including restrictions on the exploration and/or production of crude oil in the state of California, the implementation of rules and regulations regarding transportation of crude oil by rail or in response to the potential impacts of climate change, decarbonization and future energy transition;

•adverse impacts related to legislation by the federal government lifting the restrictions on exporting U.S. crude oil or subjecting us to trade and sanctions laws, which change frequently as a result of foreign policy developments, and which may necessitate changes to our crude oil acquisition activities;

•our ability to target and execute expense reduction measures and achieve opportunities to improve our liquidity, including continued repurchases of our outstanding debt securities or otherwise further reducing our debt, and/or potential sales of non-operating assets or other real property;

•political pressure and influence of environmental groups and other stakeholders on decisions and policies related to the refining and processing of crude oil and refined products, and the related adverse impacts from changes in our regulatory environment, such as the effects of compliance with AB 32, or from actions taken by environmental interest groups;

•the risk of cyber-attacks;

•our increased dependence on technology;

•the effects of competition in our markets;

•our ability to make acquisitions or investments, including in renewable diesel production, such as our pending 50-50 joint venture, St. Bernard Renewables LLC (“SBR”), which will own the renewable diesel facility that is currently under construction at our Chalmette refinery, with Eni Sustainable Mobility, a subsidiary of Eni SpA (“Eni”), on any announced time frame or at all, and to realize the benefits from such acquisitions or investments;

•our ability to successfully manage SBR's operations together with our joint venture partner, Eni, upon consummation of our pending joint venture transaction;

•liabilities arising from recent acquisitions or investments, that are unforeseen or exceed our expectations;

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

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

•our indebtedness, including the impact of potential downgrades to our corporate credit rating and/or unsecured notes;

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

•restrictive covenants in our indebtedness that may adversely affect our operational flexibility;

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

•termination of our ~~A&R~~third amended and restated inventory intermediation agreement (“Third Inventory Intermediation ~~Agreements~~Agreement”) with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. (“J. Aron”) which is scheduled to expire in December 2024 and could have a material adverse effect on our liquidity, as we would be required to finance our crude oil, intermediate and refined products inventory covered by the ~~agreements.~~agreement. Additionally, we are obligated to repurchase from J. Aron certain crude oil, intermediates and finished products ~~located at the Paulsboro and Delaware City refineries’ storage tanks~~(the “J. Aron Products”) upon termination of ~~these agreements;~~the agreement;

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

•our assumptions regarding payments arising under PBF Energy’s tax receivable agreement entered with the PBF LLC Series A and PBF LLC Series B unitholders and other arrangements relating to PBF Energy;

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

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

•~~the status of an air permit to transfer crude through the Delaware City refinery’s dock;~~

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

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

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

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

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

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

•our ability to successfully integrate the completed acquisition of the Torrance refinery and related logistics assets (collectively, the “Torrance Acquisition”) into our business and realize the benefits from such acquisition;

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

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

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

Our forward-looking statements speak only as of the date of this ~~Quarterly Report on~~ Form 10-Q. Except as required by applicable law, including the securities laws of the United States, we do not intend to update or revise any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

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


	March 31, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	1,595.3	$	2,153.9

Accounts receivable	1,176.4		1,451.7
Accounts receivable - affiliate	7.9		6.3

Inventories	2,854.9		2,763.6

Prepaid and other current assets	208.7		119.0
Total current assets	5,843.2		6,494.5
Property, plant and equipment, net	4,764.1		4,601.8
Lease right of use assets - third party	702.5		678.3
Lease right of use assets - affiliate	396.6		421.6

Deferred charges and other assets, net	1,043.6		954.0
Total assets	$	12,750.0	$	13,150.2
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	741.4	$	847.5
Accounts payable - affiliate	38.2		38.2
Accrued expenses	3,528.2		3,691.0
Current operating lease liabilities - third party	74.1		60.5
Current operating lease liabilities - affiliate	106.8		104.5



Deferred revenue	73.5		37.5

Total current liabilities	4,562.2		4,779.2

Long-term debt	1,438.2		1,434.9

Deferred tax liabilities	21.3		21.0
Long-term operating lease liabilities - third party	565.5		551.8
Long-term operating lease liabilities - affiliate	289.8		317.2
Long-term financing lease liabilities - third party	55.0		57.9
Other long-term liabilities	357.6		371.1
Total liabilities	7,289.6		7,533.1
Commitments and contingencies (Note 7)
Equity:
PBF Holding Company LLC equity
Member’s equity	2,991.2		2,959.7
Retained earnings	2,460.7		2,649.6
Accumulated other comprehensive loss	(4.0)		(4.4)
Total PBF Holding Company LLC equity	5,447.9		5,604.9
Noncontrolling interest	12.5		12.2
Total equity	5,460.4		5,617.1
Total liabilities and equity	$	12,750.0	$	13,150.2

See notes to condensed consolidated financial statements.

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

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

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

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

Commitments and contingencies (Note 9)

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

PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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


	Three Months Ended March 31,
		2023		2022
Revenues		$	9,285.5	$	9,128.2
Cost and expenses:
Cost of products and other		7,879.7		8,277.5
Operating expenses (excluding depreciation and amortization expense as reflected below)		749.0		595.6
Depreciation and amortization expense		132.9		108.9
Cost of sales		8,761.6		8,982.0
General and administrative expenses (excluding depreciation and amortization expense as reflected below)		57.1		49.3
Depreciation and amortization expense		1.9		1.9
Change in fair value of contingent consideration, net		(16.3)		50.1

(Gain) loss on sale of assets		(1.6)		0.1
Total cost and expenses		8,802.7		9,083.4
Income from operations		482.8		44.8
Other income (expense):
Interest expense, net		(14.9)		(68.2)
Change in fair value of catalyst obligations		0.7		(4.9)

Other non-service components of net periodic benefit cost		0.3		2.2
Income (loss) before income taxes		468.9		(26.1)
Income tax benefit		(0.6)		(8.1)
Net income (loss)		469.5		(18.0)
Less: net income (loss) attributable to noncontrolling interests		0.3		(1.1)
Net income (loss) attributable to PBF Holding Company LLC		$	469.2	$	(16.9)

See notes to condensed consolidated financial statements.

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

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

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

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

PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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


	Three Months Ended March 31,
		2023		2022
Net income (loss)		$	469.5	$	(18.0)
Other comprehensive income (loss):
Unrealized gain (loss) on available for sale securities		0.4		(1.1)
Net gain on pension and other post-retirement benefits		—		0.1
Total other comprehensive income (loss)		0.4		(1.0)
Comprehensive income (loss)		469.9		(19.0)
Less: comprehensive income (loss) attributable to noncontrolling interests		0.3		(1.1)
Comprehensive income (loss) attributable to PBF Holding Company LLC		$	469.6	$	(17.9)

See notes to condensed consolidated financial statements.

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

PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(unaudited, in millions)


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

Balance, December 31, 2022	$	2,959.7	$	(4.4)	$	2,649.6	$	12.2	$	5,617.1
Member distributions	—		—		(658.1)		—		(658.1)
Capital contributions from PBF LLC	25.0		—		—		—		25.0

Stock-based compensation expense	6.5		—		—		—		6.5

Comprehensive income	—		0.4		469.2		0.3		469.9

Balance, March 31, 2023	$	2,991.2	$	(4.0)	$	2,460.7	$	12.5	$	5,460.4

Balance, December 31, 2021	$	2,870.2	$	20.3	$	(489.3)	$	12.2	$	2,413.4
Member distributions	—		—		(3.8)		—		(3.8)
Capital contributions from PBF LLC	16.0		—		—		—		16.0

Stock-based compensation	6.6		—		—		—		6.6

Comprehensive income (loss)	—		(1.0)		(16.9)		(1.1)		(19.0)

Balance, March 31, 2022	$	2,892.8	$	19.3	$	(510.0)	$	11.1	$	2,413.2

See notes to condensed consolidated financial statements.

PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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


	Three Months Ended March 31,
	2023		2022
Cash flows from operating activities:
Net income (loss)	$	469.5	$	(18.0)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	140.5		114.7
Stock-based compensation	9.2		7.1
Change in fair value of catalyst obligations	(0.7)		4.9
Deferred income taxes	0.3		(8.1)
Non-cash change in inventory repurchase obligations	(4.2)		(40.7)

Change in fair value of contingent consideration, net	(16.3)		50.1

Pension and other post-retirement benefit costs	12.0		11.9


(Gain) loss on sale of assets	(1.6)		0.1

Changes in operating assets and liabilities:
Accounts receivable	275.3		(538.0)
Due to/from affiliates	(1.7)		(10.2)
Inventories	(91.3)		(388.4)
Prepaid and other current assets	(94.6)		(161.5)
Accounts payable	(104.0)		682.3
Accrued expenses	(227.2)		537.1
Deferred revenue	36.0		12.9
Other assets and liabilities	(8.4)		(13.3)
Net cash provided by operating activities	$	392.8	$	242.9

Cash flows from investing activities:

Expenditures for property, plant and equipment	(237.1)		(116.9)
Expenditures for deferred turnaround costs	(127.7)		(82.2)
Expenditures for other assets	(15.6)		(25.0)

Proceeds from sale of assets	4.4		—

Net cash used in investing activities	$	(376.0)	$	(224.1)

See notes to condensed consolidated financial statements.

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

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

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

PBF HOLDING COMPANY LLC

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

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


	Three Months Ended March 31,
	2023		2022
Cash flows from financing activities:
Contributions from PBF LLC	$	25.0	$	16.0
Distributions to members	(658.2)		(3.9)














Payments on financing leases	(2.9)		(3.0)
Proceeds from insurance premium financing	61.2		47.3
Deferred financing costs and other, net	(0.5)		(0.1)
Net cash (used in) provided by financing activities	$	(575.4)	$	56.3

Net change in cash and cash equivalents	(558.6)		75.1
Cash and cash equivalents, beginning of period	2,153.9		1,305.7
Cash and cash equivalents, end of period	$	1,595.3	$	1,380.8

Supplemental cash flow disclosures
Non-cash activities:
Accrued and unpaid capital expenditures	$	170.7	$	119.7
Assets acquired or remeasured under operating and financing leases	51.8		23.9
Cash paid during the period for:
Interest (net of capitalized interest of $12.7 million and $4.1 million in 2023 and 2022, respectively)	$	24.0	$	33.9
Income taxes	0.1		0.1

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

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

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

See notes to condensed consolidated financial statements.

911

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description of the Business

PBF Holding Company LLC (“PBF Holding” ~~or the “Company”~~), a Delaware limited liability company, and PBF Finance Corporation (“PBF Finance”), a wholly-owned subsidiary of PBF Holding, together with ~~its~~the Company’s consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. PBF Holding is a wholly-owned subsidiary of PBF Energy Company LLC (“PBF LLC”). PBF Energy Inc. (“PBF Energy”) is the sole managing member of, and owner of an equity interest representing approximately ~~96.6%~~99.3% of the outstanding economic interest in, PBF LLC as of ~~September 30, 2017.~~March 31, 2023. PBF Investments LLC, ~~(“PBF Investments”),~~ Toledo Refining Company LLC, ~~(“Toledo Refining” or “TRC”),~~ Paulsboro Refining Company LLC (“~~Paulsboro Refining” or “PRC”~~PRC”), Delaware City Refining Company LLC (“~~Delaware City Refining” or “DCR”~~DCR”), Chalmette Refining, L.L.C. (“Chalmette Refining”), PBF Energy Western Region LLC, ~~(“PBF Western Region”),~~ Torrance Refining Company LLC, ~~(“Torrance Refining”) and~~ Torrance Logistics Company LLC and Martinez Refining Company LLC are PBF LLC’s principal operating subsidiaries and are all wholly-owned subsidiaries of PBF Holding. Collectively, PBF Holding and its consolidated subsidiaries are referred to hereinafter as the “Company”.

~~On May 14, 2014, PBF Logistics LP (“PBFX”), a Delaware master limited partnership, completed its initial public offering (the “PBFX Offering”).~~ PBF Logistics GP LLC (“PBF GP”) serves as the general partner of ~~PBFX.~~PBF Logistics LP (“PBFX”). PBF GP is wholly-owned by PBF LLC. In ~~connection with the PBFX Offering, PBF Holding contributed to PBFX the assets and liabilities of certain crude oil terminaling assets. In~~ a series of ~~additional~~ transactions, ~~subsequent to the PBFX Offering,~~ PBF Holding has distributed certain ~~additional~~ assets to PBF LLC, which in turn contributed those assets to PBFX (as described in “Note 86 - Related Party Transactions”).

Substantially all of the Company’s operations are in the United States. As of September 30, 2017, the Company’s oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and have been aggregated to form one reportable segment. To generate earnings and cash flows from operations, the Company is primarily dependent upon processing crude oil and selling refined petroleum products at margins sufficient to cover fixed and variable costs and other expenses. Crude oil and refined petroleum products are commodities; and factors largely out of the Company’s control can cause prices to vary over time. The potential margin volatility can have a material effect on the Company’s financial position, earnings and cash flow.

Basis of Presentation

The unaudited condensed consolidated financial information furnished herein reflects all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, considered necessary for a fair presentation of the financial position and the results of operations and cash flows of the Company for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These interim ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements should be read in conjunction with the PBF Holding and PBF Finance financial statements included in the Annual Report on Form 10-K for the year ended December 31, ~~2016 of PBF Holding Company LLC and PBF Finance Corporation.~~2022. The results of operations for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2023 are not necessarily indicative of the results to be expected for the full year.

~~Change in Presentation~~

During the third quarter of 2017, the Company determined that it would revise the presentation of certain line items on its consolidated statements of operations to enhance its disclosure under the requirements of Rule 5-03 of Regulation S-X. The revised presentation is comprised of the inclusion of a subtotal within costs and expenses referred to as “Cost of sales” and the reclassification of total depreciation and amortization expense between such amounts attributable to cost of sales and other operating costs and expenses. The amount of depreciation and

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

2. CURRENT EXPECTED CREDIT LOSSES

~~amortization expense that~~Credit Losses

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

The ~~historical comparative information has been revised to conform to the current presentation. This revised presentation does not have an effect~~Company’s payment terms on its trade receivables are relatively short, generally 30 days or less for a substantial majority of its refined products. As a result, the Company’s ~~historical consolidated income from operations or net income, nor does it have any impact on its consolidated balance sheets, statements~~collection risk is mitigated to a certain extent by the fact that sales are collected in a relatively short period of ~~comprehensive income or statements of cash flows. Presented below is a summary of the effects of this revised presentation on the Company’s historical statements of operations~~time, allowing for the ~~three and nine month periods ended September 30, 2016 (in thousands):~~ability to reduce exposure on defaults if collection issues are identified. Notwithstanding, the Company reviews each customer’s credit risk profile at least annually or more frequently if warranted.

The Company performs a quarterly allowance for doubtful accounts analysis to assess whether an allowance needs to be recorded for any outstanding trade receivables. In estimating credit losses, management reviews accounts that are past due, have known disputes or have experienced any negative credit events that may result in future collectability issues. There was no allowance for doubtful accounts recorded as of March 31, 2023 or December 31, 2022.

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

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

~~Cost Classifications~~

~~Cost of products and other consists of the cost of crude oil, other feedstocks, blendstocks and purchased refined products and the related in-bound freight and transportation costs.~~

Operating expenses (excluding depreciation and amortization) consists of direct costs of labor, maintenance and services, utilities, property taxes, environmental compliance costs and other direct operating costs incurred in connection with our refining operations. Such expenses exclude depreciation related to refining and logistics assets

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

~~Reclassification~~

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

~~Recently Adopted Accounting Guidance~~

Effective January 1, 2017, the Company adopted Accounting Standard Update (“ASU”) No. 2016-06, “Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments (a consensus of the FASB Emerging Issues Task Force)” (“ASU 2016-06”). ASU 2016-6 was issued in March 2016 by the Financial Accounting Standards Board (“FASB”) to increase consistency in practice in applying guidance on determining if an embedded derivative is clearly and closely related to the economic characteristics of the host contract, specifically for assessing whether call (put) options that can accelerate the repayment of principal on a debt instrument meet the clearly and closely related criterion. The Company’s adoption of this guidance did not materially impact its consolidated financial statements.

Effective January 1, 2017, the Company adopted ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 was issued by the FASB in March 2016 to simplify certain aspects of the accounting for share-based payments to employees. The guidance in ASU 2016-09 requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled rather than recording excess tax benefits or deficiencies in additional paid-in capital. The guidance in ASU 2016-09 also allows an employer to repurchase more of an employee’s shares than it could prior to its adoption for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. The Company’s adoption of this guidance did not materially impact its consolidated financial statements.

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

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

~~Recent Accounting Pronouncements~~

In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (“ASU 2015-14”), which defers the effective date of ASU 2014-09, “Revenue from

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

Contracts with Customers” (“ASU 2014-09”) for all entities by one year. Additional ASUs have been issued in 2016 and 2017 that provide certain implementation guidance related to ASU 2014-09 (collectively, the Company refers to ASU 2014-09 and these additional ASUs as the “Updated Revenue Recognition Guidance”). The Updated Revenue Recognition Guidance will replace most existing revenue recognition guidance in GAAP when it becomes effective. Under ASU 2015-14, this guidance becomes effective for interim and annual periods beginning after December 15, 2017 and permits the use of either the retrospective or modified retrospective transition method. Under ASU 2015-14, early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company has established a working group to assess the Updated Revenue Recognition Guidance, including its impact on the Company’s business processes, accounting systems, controls and financial statement disclosures. The Company will adopt this new standard effective January 1, 2018, using the modified retrospective application. Under that method, the cumulative effect of initially applying the standard is recognized as an adjustment to the opening balance of retained earnings, and revenues reported in the periods prior to the date of adoption are not changed. The working group is progressing through its implementation plan and continues to evaluate the impact of this new standard on the Company’s consolidated financial statements and related disclosures. Additionally, the Company has begun training the relevant staff at its corporate headquarters and refineries on the Updated Revenue Recognition Guidance, including the potential impacts on internal reporting and disclosure requirements. Although the Company’s analysis of the new standard is still in process and interpretative and industry specific guidance is still developing, based on the results to date, we have reached tentative conclusions for most contract types and do not believe revenue recognition patterns will change materially. However, it is expected that the new standard will have some impact on presentation and disclosures in its financial statements and internal controls.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), to increase the transparency and comparability about leases among entities. The new guidance requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company has established a working group to study and lead implementation of the new guidance in ASU 2016-02. This working group was formed during 2016 and has begun the process of compiling a central repository for all leases entered into by the Company and its subsidiaries for further analysis as the implementation project progresses. The Company will not early adopt this new guidance. The working group continues to evaluate the impact of this new standard on its consolidated financial statements and related disclosures. At this time, the Company has identified that the most significant impacts of this new guidance will be to bring nearly all leases on its balance sheet with “right of use assets” and “lease obligation liabilities” as well as accelerating the interest expense component of financing leases. While the assessment of the impacts arising from this standard is progressing, it remains in its early stages. Accordingly, the Company has not fully determined the impacts on its business processes, controls or financial statement disclosures.

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

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

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

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

~~2. ACQUISITIONS~~

~~Torrance Acquisition~~

On July 1, 2016, the Company acquired from ExxonMobil Oil Corporation and its subsidiary, Mobil Pacific Pipe Line Company, the Torrance refinery and related logistics assets (collectively, the “Torrance Acquisition”). The Torrance refinery, located in Torrance, California, is a high-conversion, delayed-coking refinery. The facility is strategically positioned in Southern California with advantaged logistics connectivity that offers flexible raw material sourcing and product distribution opportunities primarily in the California, Las Vegas and Phoenix area markets. The Torrance Acquisition provided the Company with a broader more diversified asset base and increased the number of operating refineries from four to five and expanded the Company’s combined crude oil throughput capacity. The acquisition also provided the Company with a presence in the PADD 5 market.

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

The aggregate purchase price for the Torrance Acquisition was $521,350 in cash after post-closing purchase price adjustments, plus final working capital of $450,582. In addition, the Company assumed certain pre-existing environmental and regulatory emission credit obligations in connection with the Torrance Acquisition. The transaction was financed through a combination of cash on hand, including proceeds from certain PBF Energy equity offerings and borrowings under the Company’s asset based revolving credit agreement (the “Revolving Loan”).

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

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

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

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

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

The Company’s condensed consolidated financial statements for the three and nine months ended September 30, 2017 include the results of operations of the Torrance refinery and related logistics assets subsequent to the Torrance Acquisition. The Company’s condensed consolidated financial statements for the prior year include the results of operations of such assets from the date of the Torrance Acquisition on July 1, 2016 to September 30, 2016 during which period the Torrance refinery and related logistics assets contributed revenues of $928,225 and net income of $51,457. On an unaudited pro forma basis, the revenues and net income of the Company assuming the Torrance Acquisition had occurred on January 1, 2015, are shown below. The unaudited pro forma information does not

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

purport to present what the Company’s actual results would have been had the acquisition occurred on January 1, 2015, nor is the financial information indicative of the results of future operations. The unaudited pro forma financial information includes the depreciation and amortization expense attributable to the Torrance Acquisition and interest expense associated with the related financing.

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

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

~~Chalmette Acquisition~~

On November 1, 2015, the Company acquired from ExxonMobil, Mobil Pipe Line Company and PDV Chalmette, L.L.C., 100% of the ownership interests of Chalmette Refining, which owns the Chalmette refinery and related logistics assets (collectively, the “Chalmette Acquisition”). While the Company’s condensed consolidated financial statements for both the three and nine months ended September 30, 2017 and 2016 include the results of operations of Chalmette Refining, the final working capital settlement for the Chalmette Acquisition was finalized in the first quarter of 2016. Additionally, certain acquisition related costs for the Chalmette Acquisition were recorded in the first quarter of 2016.

~~Acquisition Expenses~~

The Company incurred acquisition related costs consisting primarily of consulting and legal expenses related to completed, pending and non-consummated acquisitions. These costs were $22 and $488 in the three and nine months ended September 30, 2017, respectively, and $3,912 and $13,622 in the three and nine months ended September 30, 2016, respectively. These costs are included in the condensed consolidated statements of operations in General and administrative expenses.

3. INVENTORIES

Inventories consisted of the following:


March 31, 2023
(in millions)	Titled Inventory		Inventory Intermediation Agreement		Total
Crude oil and feedstocks	$	1,189.0	$	156.6	$	1,345.6
Refined products and blendstocks	1,283.4		83.2		1,366.6
Warehouse stock and other	142.7		—		142.7
	$	2,615.1	$	239.8	$	2,854.9
Lower of cost or market adjustment	—		—		—
Total inventories	$	2,615.1	$	239.8	$	2,854.9


September 30, 2017
	Titled Inventory			Inventory Intermediation Arrangements			Total
December 31, 2022										December 31, 2022
(in millions)										(in millions)	Titled Inventory		Inventory Intermediation Agreement		Total
Crude oil and feedstocks	$	1,302,162		$	—		$	1,302,162		Crude oil and feedstocks	$	1,195.2	$	140.9	$	1,336.1
Refined products and blendstocks	1,065,608			343,904			1,409,512			Refined products and blendstocks	1,244.7		40.9		1,285.6
Warehouse stock and other	97,063			—			97,063			Warehouse stock and other	141.9		—		141.9
	$	2,464,833		$	343,904		$	2,808,737			$	2,581.8	$	181.8	$	2,763.6
Lower of cost or market adjustment	(404,227		)	(93,818		)	(498,045		)	Lower of cost or market adjustment	—		—		—
Total inventories	$	2,060,606		$	250,086		$	2,310,692		Total inventories	$	2,581.8	$	181.8	$	2,763.6

PBF ~~HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

~~Inventory under~~Holding and its subsidiaries, DCR, PRC and Chalmette Refining (collectively, the “PBF Entities”), entered into an inventory intermediation ~~arrangements included certain light finished products sold to counterparties and stored in the Paulsboro and Delaware City refineries’ storage facilities in connection with the~~agreement (as amended and restated ~~inventory intermediation agreements (as amended in~~from time to time, the ~~second and third quarters of 2017, the “A&R~~“Third Inventory Intermediation ~~Agreements”~~Agreement”) with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. (“J. Aron”).

~~During~~Pursuant to the ~~three months ended September 30, 2017,~~Third Inventory Intermediation Agreement, J. Aron purchases and holds title to certain inventory, including crude oil, intermediate and certain finished products (the “J. Aron Products”) purchased or produced by the Paulsboro and Delaware City refineries (and, at the election of the PBF Entities, the Chalmette refinery) (the “Refineries”) and delivered into storage tanks at the Refineries (the “Storage Tanks”). The J. Aron Products are sold back to the Company ~~recorded an adjustment~~as the J. Aron Products are discharged out of the Storage Tanks. These purchases and sales are settled daily, and pricing is trued-up monthly at the market prices related to ~~value its inventories~~those J. Aron Products. These transactions are considered to be made in contemplation of each other and, accordingly, do not result in the recognition of a sale when title passes from the Refineries to J. Aron. Additionally, J. Aron has the right to store the J. Aron Products purchased in Storage Tanks under the Third Inventory Intermediation Agreement and will retain these storage rights for the term of the agreement. PBF Holding continues to market and sell the J. Aron Products independently to third parties.

As of March 31, 2023 and December 31, 2022 there was no lower of cost or market ~~(“LCM”) which increased both operating income and net income by $265,077 reflecting~~adjustment recorded as the ~~net change in~~replacement value of inventories exceeded the lower of cost or market inventory reserve from $763,122 at June 30, 2017 to $498,045 at September 30, 2017. During the nine months ended September 30, 2017, the Company recorded an adjustment to value its inventories to the lower of cost or market which increased both operating income and net income by $97,943 reflecting the net change in the lower of cost or market inventory reserve from $595,988 at December 31, 2016 to $498,045 at September 30, 2017.

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

last-in, first-out carrying value.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

4. ACCRUED EXPENSES

Accrued expenses consisted of the following:


(in millions)	March 31, 2023		December 31, 2022
Inventory-related accruals	$	1,543.2	$	1,417.4
Renewable energy credit and emissions obligations (a)	1,039.4		1,361.1
Inventory intermediation agreement (b)	164.3		98.3
Accrued transportation costs	142.4		127.3
Excise and sales tax payable	129.9		123.8
Accrued capital expenditures	93.2		85.7
Accrued utilities	83.3		105.4
Contingent consideration	80.0		81.6
Accrued salaries and benefits	78.5		172.9
Accrued refinery maintenance and support costs	45.9		48.1
Accrued interest	20.2		20.1
Environmental liabilities	13.9		14.1
Current finance lease liabilities	11.7		11.7







Other	82.3		23.5
Total accrued expenses	$	3,528.2	$	3,691.0

September 30,
2017 December 31,
2016
Inventory-related accruals $ 984,702
$ 810,027
Inventory intermediation arrangements 282,640
225,524
Renewable energy credit and emissions obligations 138,717
70,158
Excise and sales tax payable 91,042
86,046
Accrued transportation costs 90,933
89,830
Customer deposits 45,548
9,215
Accrued utilities 36,274
44,190
Accrued refinery maintenance and support costs 36,098
28,670
Accrued salaries and benefits 32,709
17,466
Accrued interest 30,987
28,934
Accrued capital expenditures 18,933
33,610
Environmental liabilities 8,295
8,882
Other 12,693
10,177
Total accrued expenses $ 1,809,571
$ 1,462,729
__________________________

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

(a)The Company is subject to obligations to purchase Renewable Identification Numbers (“RINs”) required to comply with the Renewable ~~Fuels~~Fuel Standard. The Company’s overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by ~~the~~ Environmental Protection ~~Agency (“EPA”).~~Agency. To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in Accrued expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid ~~expenses~~ and other current assets when the amount of RINs earned and purchased is greater than the RINs liability. In addition, the Company is subject to obligations to comply with federal and state legislative and regulatory measures, including regulations in the state of California pursuant to Assembly Bill 32 (“AB 32”), to address environmental compliance and greenhouse gas and other ~~emissions, including AB32 in California.~~emissions. These requirements include incremental costs to operate and maintain our facilities as well as to implement and manage new emission controls and ~~programs, which have contributed to the increase in accrued environmental liabilities and emission obligations following the Torrance Acquisition.~~programs. Renewable energy credit and emissions obligations fluctuate with the volume of applicable product sales and timing of credit purchases.

~~5. DEBT~~

~~Senior Notes~~

~~On May 30, 2017, PBF Holding~~ From time to time, the Company enters into forward purchase commitments in order to acquire its renewable energy and emissions credits at fixed prices. As of March 31, 2023, the Company had entered into approximately $638.7 million of such forward purchase commitments with respect to its total accrued renewable energy and emissions obligations. Our RIN obligations will be settled in accordance with established regulatory deadlines. The Company’s AB 32 liability is part of an ~~Indenture (the “Indenture”) among PBF Holding~~ongoing triennial period program which will be settled through 2024.

(b) The Company has the obligation to repurchase the J. Aron Products that are held in its Storage Tanks in accordance with the Third Inventory Intermediation Agreement. As of March 31, 2023 and ~~PBF Holding’s wholly-owned subsidiary, PBF Finance Corporation (“PBF Finance”~~December 31, 2022, a liability is recognized based on the repurchase obligation under the Third Inventory Intermediation Agreement for the J. Aron owned inventory held in the Company’s Storage Tanks, with any change in the market price being recorded in Cost of products and together with PBF Holding, the “Issuers”), the guarantors named therein (collectively the “Guarantors”) and Wilmington Trust, National Association as Trustee, under which the Issuers issued $725,000 in aggregate principal amount of 7.25% senior

other.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(UNAUDITED, IN THOUSANDS, EXCEPT UNIT, BARREL~~5. CREDIT FACILITIES AND ~~PER BARREL DATA)~~

DEBT

notes due 2025 (the “2025 Senior Notes”). The Issuers received net proceeds of approximately $711,576 from the offering after deducting the initial purchasers’ discount and estimated offering expenses. The Company used the net proceeds to fund the cash tender offer (the “Tender Offer”) for any and all of itsDebt outstanding 8.25% senior secured notes due 2020 (the “2020 Senior Secured Notes”), to pay the related redemption price and accrued and unpaid interest for any 2020 Senior Secured Notes that remained outstanding after the completionconsists of the ~~Tender Offer, and for general corporate purposes. The difference between the carrying value~~following:


(in millions)	March 31, 2023		December 31, 2022
2028 Senior Notes	$	801.6	$	801.6
2025 Senior Notes	664.5		664.5
Revolving Credit Facility	—		—

Catalyst financing arrangements	3.3		4.0
	1,469.4		1,470.1

Unamortized premium	—		—
Unamortized deferred financing costs	(31.2)		(35.2)
Long-term debt	$	1,438.2	$	1,434.9

As of the 2020 Senior Secured Notes on the date they were reacquired and the amount for which they were reacquired has been classified as debt extinguishment costs in the condensed consolidated statements of operations.

~~The 2025 Senior Notes included a registration rights arrangement whereby~~March 31, 2023, the Company agreed to file with the SEC and use commercially reasonable efforts to consummate an offer to exchange the 2025 Senior Notes for an issue of registered notes with terms substantially identical to the notes not later than 365 days after the date of the original issuance of the notes. This registration statement was declared effective on October 18, 2017 and it is anticipated that the exchange will be consummated during the fourth quarter of 2017. As such, the Company does not anticipate it will have to transfer any consideration as a result of the registration rights agreement and thus no loss contingency was recorded.

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

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

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

~~Notes Payable~~

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

~~6. INCOME TAXES~~

PBF Holding is a limited liability company treated as a “flow-through” entity for income tax purposes. Accordingly, there is generally no benefit or provision for federal or state income tax in the PBF Holding financial statements apart from the income tax attributable to two subsidiaries acquired in connection with the acquisition of Chalmette Refining and the Company’s wholly-owned Canadian subsidiary, PBF Energy Limited (“PBF Ltd.”). The two

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

During the preparation of the financial statements for the first quarter of 2016, management determined that the deferred income tax liabilities for PBF Ltd. were understated for prior periods. For the three months ended March 31, 2016, the Company incurred $30,602 of deferred tax expense and $121 of current tax expense relating to a correction of prior periods.

~~7. AFFILIATE NOTES PAYABLE~~

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

8.6. RELATED PARTY TRANSACTIONS

Transactions and Agreements with PBFX

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

Contribution Agreements

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

~~Pursuant to a Contribution Agreement~~the Company. There were no agreements entered into ~~on February 15, 2017, PBF Holding contributed all of~~during the issued and outstanding limited liability company interests of Paulsboro Natural Gas Pipeline Company LLC (“PNGPC”) to PBF LLC. PBFX Operating Company LP (“PBFX Op Co”), PBFX’s wholly-owned subsidiary, in turn acquired the limited liability company interests in PNGPC from PBF LLC in connection with the Contribution Agreement effective February 28, 2017. PNGPC owns and operates an existing interstate natural gas pipeline which serves

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

In consideration for the PNGPC limited liability company interests, PBFX delivered to PBF LLC (i) an $11,600 intercompany promissory note in favor of Paulsboro Refining Company LLC, a wholly owned subsidiary of PBF Holding (the “Promissory Note”), (ii) an expansion rights and right of first refusal agreement in favor of PBF LLC with respect to the new pipeline and (iii) an assignment and assumption agreement with respect to certain outstanding litigation involving PNGPC and the existing pipeline.three months ended March 31, 2023.

Commercial Agreements

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

~~These commercial~~ There were no agreements ~~(as defined in~~entered into during the ~~table below) with PBFX include:~~

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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



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

~~____________________~~


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

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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


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


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


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


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


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


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

three months ended March 31, 2023.

Other Agreements

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

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

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

~~In connection~~Refer to the Company’s 2022 Annual Report on Form 10-K (“Note 10 - Related Party Transactions” of the Notes to Consolidated Financial Statements) for a more complete description of the agreements with ~~the Chalmette Storage Agreement, PBF Holding’s subsidiary, Chalmette Refining,~~PBFX that were entered into a twenty-year lease for the premises upon which a new tank at the Chalmette refinery (the “Chalmette Storage Tank”) will be located (the “Lease”) and a project management agreement (the “Project Management Agreement”) pursuantprior to ~~which Chalmette Refining has managed the construction of the tank. The Lease can be extended by PBFX Op Co for two additional ten year terms.~~

2023.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Summary of Transactions with PBFX

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


	Three Months Ended March 31,
(in millions)		2023		2022
Reimbursements under affiliate agreements:
Services Agreement		$	2.2	$	2.2
Omnibus Agreement		1.8		1.8
Total expenses under affiliate agreements		89.0		76.0

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

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

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

9. 7. COMMITMENTS AND CONTINGENCIES

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

Environmental Matters

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

These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters which could include soil and water contamination, air pollution, personal injury and property damage allegedly caused by substances which the Company manufactured, handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which the Company has assumed responsibility. The Company believes that its current operations are in compliance with existing environmental and safety requirements. However, there have been and will continue to be ongoing discussions about environmental and safety matters between the Company and federal and state authorities, including notices of violations, citations and other enforcement actions, some of which have resulted or may result in changes to operating procedures and in capital expenditures. While it is often difficult to quantify future environmental or safety related expenditures, the Company anticipates that continuing capital investments and changes in operating procedures will be required for the foreseeable future to comply with existing and new requirements, as well as evolving interpretations and more strict enforcement of existing laws and regulations.

In connection with the ~~Paulsboro~~acquisition of the Torrance refinery ~~acquisition,~~and related logistics assets, the Company assumed certain pre-existing environmental liabilities. The estimated costs related to these remediation ~~obligations. The Paulsboro environmental liability of $10,809 recorded~~obligations totaled $115.2 million as of ~~September 30, 2017~~March 31, 2023 ($~~10,792~~117.0 million as of December 31, ~~2016) represents~~2022), and related primarily to remediation obligations to address existing soil and groundwater contamination and the ~~present value of expected future costs discounted at a rate of 8.0%.~~related monitoring and clean-up activities. Costs related to these obligations are reassessed periodically or when changes to our remediation approach are identified. The current portion of the environmental liability is recorded in Accrued expenses and the non-current portion is recorded in Other long-term liabilities. ~~This~~

The aggregate environmental liability ~~is self-guaranteed by~~reflected in the ~~Company.~~

~~In connection with the acquisition of the Delaware City assets, Valero Energy Corporation (“Valero”) remains responsible for certain pre-acquisition environmental obligations up to $20,000~~Company’s Condensed Consolidated Balance Sheets was $157.1 million and ~~the predecessor to Valero in ownership of the refinery retains other historical obligations.~~

~~In connection with the acquisition of the Delaware City assets~~$155.6 million at March 31, 2023 and the Paulsboro refinery, the Company and Valero purchased ten year, $75,000 environmental insurance policies to insure against unknown environmental liabilities at each site. In connection with the Toledo refinery acquisition, Sunoco, Inc. (R&M) (“Sunoco”) remains responsible for environmental remediation for conditions that existed on the closing date for twenty years from March 1, 2011 subject to certain limitations.

In connection with the acquisition of the Chalmette refinery, the Company obtained $3,936 in financial assurance (in the form of a surety bond) to cover estimated potential site remediation costs associated with an agreed to Administrative Order of Consent with the EPA. The estimated cost assumes remedial activities will continue for a minimum of 30 years. Further, in connection with the acquisition of the Chalmette refinery, the Company purchased a ten year, $100,000 environmental insurance policy to insure against unknown environmental liabilities at the refinery.

As of November 1, 2015, the Company acquired Chalmette Refining, which was in discussions with the Louisiana Department of Environmental Quality (“LDEQ”) to resolve self-reported deviations from refinery operations relating to certain Clean Air Act Title V permit conditions, limits and other requirements. LDEQ commenced an enforcement action against Chalmette Refining on November 14, 2014 by issuing a Consolidated Compliance Order and Notice of Potential Penalty (the “Order”) covering deviations from 2009 and 2010. Chalmette Refining and LDEQ subsequently entered into a dispute resolution agreement, the enforcementDecember 31, 2022, respectively, of which ~~has been suspended while negotiations~~$143.2 million and $141.5 million, respectively, were classified as Other long-term liabilities. These liabilities include remediation and monitoring costs expected to be incurred over an extended period of time. Estimated liabilities could increase in the future when the results of ongoing investigations become known, are ~~ongoing, which may include the resolution of deviations outside the periods covered by the~~

considered probable and can be reasonably estimated.

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

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

In connection with the acquisition of the ~~Torrance~~Martinez refinery and related logistics assets, the sale and purchase agreement dated June 11, 2019 included an earn-out provision based on certain earnings thresholds of the Martinez refinery. Pursuant to the agreement, the Company ~~assumed~~will make payments to Equilon Enterprises LLC d/b/a Shell Oil Products US, based on future earnings at the Martinez refinery in excess of certain ~~pre-existing environmental liabilities totaling $138,511~~thresholds, as defined in the agreement, for a period of up to four years following the acquisition closing date (the “Martinez Contingent Consideration”). Upon acquisition of the refinery, the Company recorded the estimated acquisition date fair value of the earn-out provision as contingent consideration of $77.3 million within “Other long-term liabilities” within the Company’s Condensed Consolidated Balance Sheets. Subsequent changes in the fair value of the Martinez Contingent Consideration are recorded in the Condensed Consolidated Statements of Operations. The fair value of the Martinez Contingent Consideration was estimated to be $126.0 million as of ~~September 30, 2017 ($142,456~~March 31, 2023 (of which $80.0 million is included within Accrued expenses and was paid in full in April 2023). The fair value of the Martinez Contingent Consideration was estimated to be $147.3 million as of December 31, ~~2016), related to certain environmental remediation obligations to address existing soil and groundwater contamination and monitoring and other clean-up activities,~~2022 (of which ~~reflects the current estimated cost of the remediation obligations. The current portion of the environmental liability is recorded in~~$81.6 million was included within Accrued expenses and the non-current portion is recorded in Other long-term liabilities. In addition, in connection with the acquisition of the Torrance refinery and related logistics assets, the Company purchased a ten year, $100,000 environmental

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

insurance policy to insure against unknown environmental liabilities. Furthermore, in connection with the acquisition, the Company assumed responsibility for certain specified environmental matters that occurred prior to the Company’s ownership of the refinery and the logistics assets, including specified incidents and/or NOVs issued by regulatory agencies in various years before the Company’s ownership, including the Southern California Air Quality Management District (“SCAQMD”) and the Division of Occupational Safety and Health of the State of California (“Cal/OSHA”)expenses).

Additionally, subsequent to the acquisition, further NOVs were issued by the SCAQMD, Cal/OSHA, the City of Torrance and the City of Torrance Fire Department related to alleged operational violations, emission discharges and/or flaring incidents at the refinery and the logistics assets before and after the Company’s acquisition. With the exception of one NOV for which a proposed settlement is less than $100, no settlement or penalty demands have been received to date with respect to the other NOVs. As the ultimate outcomes are uncertain, the Company cannot currently estimate the final amount or timing of their resolution. It is reasonably possible that SCAQMD, Cal/OSHA and/or the City of Torrance will assess penalties in the other matters in excess of $100 but any such amount is not expected to have a material impact on the Company’s financial position, results of operations or cash flows, individually or in the aggregate.

The Company’s operations and many of the products it manufactures are subject to certain specific requirements of the Clean Air Act (the “CAA”) and related state and local regulations. The CAA contains provisions that require capital expenditures for the installation of certain air pollution control devices at the Company’s refineries. Subsequent rule making authorized by the CAA or similar laws or new agency interpretations of existing rules, may necessitate additional expenditures in future years.

In 2010, New York State adopted a Low-Sulfur Heating Oil mandate that, beginning July 1, 2012, requires all heating oil sold in New York State to contain no more than 15 parts per million (“PPM”) sulfur. Since July 1, 2012, other states in the Northeast market began requiring heating oil sold in their state to contain no more than 15 PPM sulfur. Currently, all of the Northeastern states and Washington DC have adopted sulfur controls on heating oil. Most of the Northeastern states will now require heating oil with 15 PPM or less sulfur by July 1, 2018 (except for Pennsylvania and Maryland - where less than 500 ppm sulfur is required). All of the heating oil the Company currently produces meets these specifications. The mandate and other requirements do not currently have a material impact on the Company’s financial position, results of operations or cash flows.

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

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

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

In addition, on December 1, 2015 the EPA finalized revisions to an existing air regulation concerning Maximum Achievable Control Technologies (“MACT”) for Petroleum Refineries. The regulation requires additional continuous monitoring systems for eligible process safety valves relieving to atmosphere, minimum flare gas heat (Btu) content, and delayed coke drum vent controls to be installed by January 30, 2019. In addition, a program for ambient fence line monitoring for benzene will need to be implemented by January 30, 2018. The Company is currently evaluating the final standards to evaluate the impact of this regulation, and at this time does not anticipate it will have a material impact on the Company’s financial position, results of operations or cash flows.

The EPA published a Final Rule to the Clean Water Act (“CWA”) Section 316(b) in August 2014 regarding cooling water intake structures, which includes requirements for petroleum refineries. The purpose of this rule is to prevent fish from being trapped against cooling water intake screens (impingement) and to prevent fish from being drawn through cooling water systems (entrainment). Facilities will be required to implement Best Technology Available (“BTA”) as soon as possible, but state agencies have the discretion to establish implementation time lines. The Company continues to evaluate the impact of this regulation, and at this time does not anticipate it having a material impact on the Company’s financial position, results of operations or cash flows.

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

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

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

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

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~PBF LLC Limited Liability Company Agreement~~

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

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

~~Tax Receivable Agreement~~

PBF Energy (the Company’s indirect parent) entered into a tax receivable agreement with the PBF LLC Series A and PBF LLC Series B Unit holders (the “Tax Receivable Agreement”) that provides for the payment by PBF Energy to such persons of an amount equal to 85% of the amount of the benefits, if any, that PBF Energy is deemed to realize as a result of (i) increases in tax basis, as described below, and (ii) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. For purposes of the Tax Receivable Agreement, the benefits deemed realized by PBF Energy will be computed by comparing the actual income tax liability of PBF Energy (calculated with certain assumptions) to the amount of such taxes that PBF Energy would have been required to pay had there been no increase to the tax basis of the assets of PBF LLC as a result of purchases or exchanges of PBF LLC Series A Units for shares of PBF Energy’s Class A common stock and had PBF Energy not entered into the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless: (i) PBF Energy exercises its right to terminate the Tax Receivable Agreement, (ii) PBF Energy breaches any of its material obligations under the Tax Receivable Agreement or (iii) certain changes of control occur, in which case all obligations under the Tax Receivable Agreement will generally be accelerated and due as calculated under certain assumptions.

The payment obligations under the Tax Receivable Agreement are obligations of PBF Energy and not of PBF LLC or the Company. In general, PBF Energy expects to obtain funding for these annual payments from PBF LLC, primarily through tax distributions, which PBF LLC makes on a pro-rata basis to its owners. Such owners include PBF Energy, which holds a 96.6% interest in PBF LLC as of September 30, 2017 (96.5% as of December 31, 2016).

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~10.~~8. EMPLOYEE BENEFIT PLANS

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


(in millions)	Three Months Ended March 31,
Pension Benefits		2023		2022
Components of net periodic benefit cost:
Service cost		$	12.1	$	13.9
Interest cost		4.3		2.0
Expected return on plan assets		(4.8)		(4.4)

Net periodic benefit cost		$	11.6	$	11.5


(in millions)	Three Months Ended March 31,
Post-Retirement Medical Plan		2023		2022
Components of net periodic benefit cost:
Service cost		$	0.2	$	0.2
Interest cost		0.2		0.1
Amortization of prior service cost and actuarial loss		—		0.1
Net periodic benefit cost		$	0.4	$	0.4

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

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

9. REVENUES

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











	Three Months Ended March 31,
(in millions)	2023		2022
Gasoline and distillates	$	8,232.6	$	8,037.7
Feedstocks and other	417.8		334.9
Asphalt and blackoils	403.2		458.9
Chemicals	140.2		207.0
Lubricants	91.7		89.7
Total Revenues	$	9,285.5	$	9,128.2

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

Deferred Revenue

The Company records deferred revenue when cash payments are received or are due in advance of performance, including amounts which are refundable. Deferred revenue was $73.5 million and $37.5 million as of March 31, 2023 and December 31, 2022, respectively. Fluctuations in the deferred revenue balance are primarily driven by the timing and extent of cash payments received or due in advance of satisfying the Company’s performance obligations.

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

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

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10. INCOME TAXES

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

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


	Three Months Ended March 31,
(in millions)		2023		2022
Current income tax benefit		$	(0.9)	$	—
Deferred income tax expense (benefit)		0.3		(8.1)
Total income tax benefit		$	(0.6)	$	(8.1)

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

11. FAIR VALUE MEASUREMENTS

The tables below present information about the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis and indicate the fair value hierarchy of the inputs utilized to determine the fair values as of ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016~~.2022.

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


	As of March 31, 2023
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting	Net Carrying Value on Balance Sheet
(in millions)	Level 1		Level 2		Level 3
Assets:
Money market funds	$	160.4	$	—	$	—	$	160.4	N/A	$	160.4

Commodity contracts	38.4		51.2		2.6		92.2		(63.8)	28.4
Derivatives included within inventory intermediation agreement obligations	—		29.3		—		29.3		—	29.3

Liabilities:
Commodity contracts	24.0		39.8		—		63.8		(63.8)	—
Catalyst obligations	—		3.3		—		3.3		—	3.3
Renewable energy credit and emissions obligations	—		1,039.4		—		1,039.4		—	1,039.4
Contingent consideration obligation	—		—		126.0		126.0		—	126.0

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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


	As of December 31, 2022
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting	Net Carrying Value on Balance Sheet
(in millions)	Level 1		Level 2		Level 3
Assets:
Money market funds	$	106.5	$	—	$	—	$	106.5	N/A	$	106.5

Commodity contracts	33.8		15.7		—		49.5		(35.6)	13.9
Derivatives included within inventory intermediation agreement obligations	—		25.1		—		25.1		—	25.1

Liabilities:
Commodity contracts	20.6		11.8		3.2		35.6		(35.6)	—
Catalyst obligations	—		4.0		—		4.0		—	4.0
Renewable energy credit and emissions obligations	—		1,361.1		—		1,361.1		—	1,361.1
Contingent consideration obligation	—		—		147.3		147.3		—	147.3

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

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2016
Fair Value Hierarchy Total Gross Fair Value Effect of Counter-party Netting Net Carrying Value on Balance Sheet
Level 1 Level 2 Level 3
Assets:
Money market funds $ 342,837
$ —
$ —
$ 342,837
N/A
$ 342,837
Commodity contracts 948
35
—
983
(983 ) —
Derivatives included with inventory intermediation agreement obligations —
6,058
—
6,058
—
6,058
Liabilities:
Commodity contracts 859
3,548
84
4,491
(983 ) 3,508
Catalyst lease obligations —
45,969
—
45,969
—
45,969

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

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

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

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

•Renewable energy credit and emissions obligations primarily represent the Company’s liability for the purchase of (i) biofuel credits (primarily RINs in the U.S.) needed to satisfy its obligation to blend biofuels into the products the Company produces and (ii) emission credits under the AB 32 and similar programs (collectively, the cap-and-trade systems). To the degree the Company is unable to blend biofuels (such as ethanol and biodiesel) at percentages required under the biofuel programs, it must purchase biofuel credits to comply with these programs. Under the cap-and-trade systems, it must purchase emission credits to comply with these systems. The liability for environmental credits is in part based on the Company’s deficit for such credits as of the balance sheet date, if any, after considering any credits acquired, and is equal to the product of the credits deficit and the market price of these credits as of the balance sheet date. To the extent that the Company has a better estimate of the cost at which it settle its obligation, such as agreements to purchase RINs at prices other than the current spot price, the Company considers those costs in valuing the remaining obligation. The environmental credit obligations are categorized in Level 2 of the fair value hierarchy and the Company measured at fair value using a market approach based on quoted prices from an independent pricing service.

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

•The ~~derivatives included with inventory intermediation agreement obligations~~contingent consideration obligation at March 31, 2023 and ~~the catalyst lease obligations are~~December 31, 2022 is categorized in Level 23 of the fair value hierarchy and ~~are measured at fair value~~is estimated using ~~a market approach~~discounted cash flow models based ~~upon commodity prices for similar instruments quoted in active markets.~~

on management’s estimate of the future cash flows related to the earn-out periods.

Non-qualified pension plan assets are measured at fair value using a market approach based on published net asset values of mutual funds as a practical expedient. As of ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016, $9,642~~2022, $19.1 million and ~~$9,440,~~$18.6 million, respectively, were included within Deferred charges and other assets, net for these non-qualified pension plan assets.

3025

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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



	Three Months Ended March 31,
(in millions)		2023		2022
Balance at beginning of period		$	150.5	$	29.4
Additions		—		—

Settlements		(5.4)		—
Unrealized (gain) loss included in earnings		(21.7)		50.1


Balance at end of period		$	123.4	$	79.5

There were no transfers between levels during the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2023 or ~~2016.~~the three months ended March 31, 2022.

Fair value of debt

The table below summarizes the ~~fair~~carrying value and ~~carrying~~fair value of debt as of ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016.~~2022.


	March 31, 2023				December 31, 2022
(in millions)	Carrying value		Fair value		Carrying value		Fair value
2028 Senior Notes (a)	$	801.6	$	771.1	$	801.6	$	703.7
2025 Senior Notes (a)	664.5		663.6		664.5		656.0




Catalyst financing arrangements (b)	3.3		3.3		4.0		4.0
	1,469.4		1,438.0		1,470.1		1,363.7

Unamortized premium	—		n/a		—		n/a
Less - Unamortized deferred financing costs	(31.2)		n/a		(35.2)		n/a
Long-term debt	$	1,438.2	$	1,438.0	$	1,434.9	$	1,363.7

September 30, 2017 December 31, 2016

Carrying
value

Fair
value

Carrying
value

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

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

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

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

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

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

12. DERIVATIVES

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

As of ~~September 30, 2017,~~March 31, 2023 and December 31, 2022, there were ~~3,306,154~~2,180,628 and 1,945,994 barrels of crude oil and feedstocks outstanding under these derivative instruments designated as fair value hedges, respectively. As of March 31, 2023, there were 1,321,528 barrels of intermediates and refined products ~~(2,942,348~~(780,734 barrels at December 31, ~~2016)~~2022) outstanding under these derivative instruments designated as fair value hedges. These volumes represent the notional value of the contract.

The Company also enters into economic hedges primarily consisting of commodity derivative contracts that are not designated as hedges and are used to manage price volatility in certain crude oil and feedstock inventories as well as crude oil, feedstock, and refined product sales or purchases. The objective in entering into economic hedges is consistent with the objectives discussed above for fair value hedges. As of ~~September 30, 2017,~~March 31, 2023, there were ~~37,496,000~~18,941,000 barrels of crude oil and ~~8,163,000~~14,409,000 barrels of refined products ~~(5,950,000~~(17,890,000 and ~~2,831,000,~~12,175,200, respectively, as of December 31, ~~2016)~~2022), outstanding under short and long term commodity derivative contracts not designated as hedges representing the notional value of the contracts.

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

The following tables provide information ~~about~~regarding the fair values of ~~these~~ derivative instruments as of ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016~~2022, and the line items in the ~~condensed consolidated balance sheet~~Condensed Consolidated Balance Sheets in which ~~the~~ fair values are reflected.


Description	Balance Sheet Location	Fair Value Asset/(Liability)
		(in millions)
Derivatives designated as hedging instruments:
March 31, 2023:

Derivatives included within the inventory intermediation agreement obligations	Accrued expenses	$	29.3
December 31, 2022:

Derivatives included within the inventory intermediation agreement obligations	Accrued expenses	$	25.1

Derivatives not designated as hedging instruments:
March 31, 2023:
Commodity contracts	Accounts receivable	$	28.4

December 31, 2022:
Commodity contracts	Accounts receivable	$	13.9

Description

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

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

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The following table provides information ~~about the~~regarding gains or losses recognized in income on ~~these~~ derivative instruments and the line items in the ~~condensed consolidated statements~~Condensed Consolidated Statements of ~~operations~~Operations in which such gains and losses are reflected.

Description
Location of Gain or (Loss) Recognized in
Income on Derivatives
Gain or (Loss)
Recognized in
Income on Derivatives
Derivatives designated as hedging instruments:
For the three months ended September 30, 2017:
Derivatives included with the inventory intermediation agreement obligations Cost of products and other $ (29,766 )
For the three months ended September 30, 2016:
Derivatives included with the inventory intermediation agreement obligations Cost of products and other $ (3,145 )
For the nine months ended September 30, 2017:
Derivatives included with the inventory intermediation agreement obligations Cost of products and other $ (26,659 )
For the nine months ended September 30, 2016:
Derivatives included with the inventory intermediation agreement obligations Cost of products and other $ (29,317 )

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

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


Description	Location of Gain or (Loss) Recognized in Income on Derivatives	Gain or (Loss) Recognized in Income on Derivatives
		(in millions)
Derivatives designated as hedging instruments:






For the three months ended March 31, 2023:

Derivatives included within the inventory intermediation agreement obligations	Cost of products and other	$	4.2
For the three months ended March 31, 2022:

Derivatives included within the inventory intermediation agreement obligations	Cost of products and other	$	40.7

Derivatives not designated as hedging instruments:




For the three months ended March 31, 2023:
Commodity contracts	Cost of products and other	$	14.8
For the three months ended March 31, 2022:
Commodity contracts	Cost of products and other	$	(26.9)

Hedged items designated in fair value hedges:






For the three months ended March 31, 2023:

Crude oil, intermediate and refined product inventory	Cost of products and other	$	(4.2)
For the three months ended March 31, 2022:

Crude oil, intermediate and refined product inventory	Cost of products and other	$	(40.7)

The Company had no ineffectiveness related to the ~~Company’s~~ fair value hedges for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2023 or ~~2016.~~the three months ended March 31, 2022.

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

13. SUBSEQUENT EVENTS

Dividend Declared

On ~~November 2, 2017,~~May 5, 2023, PBF Energy, PBF Holding’s indirect parent, announced a dividend of ~~$0.30~~$0.20 per share on its outstanding Class A common stock. The dividend is payable on ~~November 29, 2017~~May 31, 2023 to PBF Energy Class A common stockholders of record at the close of business on ~~November 13, 2017.~~

May 17, 2023.

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

PBF Services Company, Delaware City Refining Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Toledo Refining Company LLC, Chalmette Refining, L.L.C., PBF Energy Western Region LLC, Torrance Refining Company LLC, Torrance Logistics Company LLC and PBF Investments LLC are 100% owned subsidiaries of PBF Holding and serve as guarantors of the obligations under the senior notes. These guarantees are full and unconditional and joint and several. For purposes of the following footnote, PBF Holding is referred to as “Issuer”. The indentures dated November 24, 2015 and May 30, 2017, among PBF Holding, PBF Finance, the guarantors party thereto and Wilmington Trust, National Association, governs subsidiaries designated as “Guarantor Subsidiaries”. PBF International Inc., PBF Energy Limited, PBF Transportation Company LLC, PBF Rail Logistics Company LLC, Chalmette Logistics Company LLC, MOEM Pipeline LLC, Collins Pipeline Company, T&M Terminal Company, TVP Holding Company LLC (“TVP Holding”), Torrance Basin Pipeline Company LLC and Torrance Pipeline Company LLC are consolidated subsidiaries of the Company that are not guarantors of the senior notes. Additionally, our 50% equity investment in Torrance Valley Pipeline Company, held by TVP Holding is included in our Non-Guarantor financial position and results of operations and cash flows as TVP Holding is not a guarantor of the senior notes.

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

The following supplemental combining and condensed consolidating financial information reflects the Issuer’s separate accounts, the combined accounts of the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries, the combining and consolidating adjustments and eliminations and the Issuer’s consolidated accounts for the dates and periods indicated. For purposes of the following combining and consolidating information, the Issuer’s investment in its subsidiaries and the Guarantor subsidiaries’ investments in their subsidiaries are accounted for under the equity method of accounting.

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

~~CONDENSED CONSOLIDATING BALANCE SHEET~~

~~(UNAUDITED)~~

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

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

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

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

Commitments and contingencies (Note 9)

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

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

~~CONDENSED CONSOLIDATING BALANCE SHEET~~

~~(UNAUDITED)~~

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

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

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

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

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

Commitments and contingencies (Note 9)

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

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

~~CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)~~

~~(UNAUDITED)~~

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

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

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

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

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

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

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

~~CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)~~

~~(UNAUDITED)~~

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

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

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

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

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

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

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

~~CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)~~

~~(UNAUDITED)~~

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

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

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

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

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

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

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

~~CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)~~

~~(UNAUDITED)~~

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

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

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

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

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

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

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

~~CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW~~

~~(UNAUDITED)~~

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

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

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

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

~~PBF HOLDING COMPANY LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

~~CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW~~

~~(UNAUDITED)~~

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

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

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

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

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited financial statements of PBF Holding ~~Company LLC~~ included in the Annual Report on Form 10-K for the year ended December 31, ~~2016~~2022 and the unaudited financial statements and related notes included in this report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Cautionary Note Regarding Forward-Looking Statements.”

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

Overview

We are one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. We sell our products throughout the Northeast, Midwest, Gulf Coast and West Coast of the United States, as well as in other regions of the United States, Canada and ~~Canada,~~Mexico and are able to ship products to other international destinations. ~~As of September 30, 2017, we~~We own and operate ~~five~~six domestic oil refineries and related ~~assets with~~assets. Our refineries have a combined processing capacity, known as throughput, of approximately ~~900,000~~1,000,000 barrels per day (“bpd”), and a weighted-average Nelson Complexity Index of ~~12.2.~~12.7 based on current operating conditions. The complexity and throughput capacity of our refineries are subject to change dependent upon configuration changes we make to respond to market conditions, as well as a result of investments made to improve our facilities and maintain compliance with environmental and governmental regulations. Our ~~five~~six oil refineries are aggregated into one reportable segment.

Our ~~five~~six refineries are located in Delaware City, Delaware, Paulsboro, New Jersey, Toledo, Ohio, ~~New Orleans,~~Chalmette, Louisiana, Torrance, California and ~~Torrance,~~Martinez, California. Each ~~of these refineries~~refinery is briefly described in the table below:

Refinery

Region

Nelson Complexity

Throughput Capacity (in barrels per day)

PADD

Crude Processed (1)

Source (1)

Refinery

Region

Nelson Complexity Index(1)

Throughput Capacity (in bpd)(1)

PADD

Crude Processed (2)

Source (2)

Delaware City

East Coast

11.3

190,000

medium and heavy sour crude

water, rail

Delaware City

East Coast

13.6

180,000

light sweet through heavy sour

water, rail

Paulsboro

East Coast

13.2

180,000

medium and heavy sour crude

water, rail

Paulsboro

East Coast

8.8(3)

155,000(3)

light sweet through heavy sour

water

Toledo

Mid-Continent

9.2

170,000

light,

sweet crude

pipeline, truck, rail

Toledo

Mid-Continent

11.0

180,000

light sweet

pipeline, truck, rail

Chalmette

Gulf Coast

12.7

189,000

light and heavy crude

water, pipeline

Chalmette

Gulf Coast

13.0

185,000

light sweet through heavy sour

water, pipeline

Torrance

West Coast

14.9

155,000

heavy and medium crude

pipeline, water, truck

Torrance

West Coast

13.8

166,000

medium and heavy

pipeline, water, truck

Martinez

West Coast

16.1

157,000

medium and heavy

pipeline and water

________

²⁹

(1)Reflects operating conditions at each refinery as of the date of this filing. Changes in complexity and throughput capacity reflect the result of current market conditions, in addition to investments made to improve our facilities and maintain compliance with environmental and governmental regulations. Configurations at each of our refineries are evaluated periodically and updated accordingly.

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

(3) Under normal operating conditions and prevailing market environments, our Nelson Complexity Index and throughput capacity for the Paulsboro refinery would be 13.1 and 180,000, respectively. As a result of the reconfiguration of our East Coast refineries in 2020, and subsequent restart of several idled processing units at the Paulsboro refinery in 2022, our Nelson Complexity Index and throughput capacity were adjusted.

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

PBF GP serves as the general partner of PBFX. PBFX is an affiliate of ours. PBFX, an indirect wholly-owned subsidiary of PBF Energy and PBF LLC, owns or leases, operates, develops and acquires crude oil and refined products terminals, pipelines, storage facilities and similar logistics assets. PBFX engages in the receiving, handling, storage and transferring of crude oil, refined products, natural gas and intermediates from sources located throughout the United States and Canada for PBF Energy in support of its refineries, as well as for third-party customers. The majority of PBFX’s revenues are derived from long-term, fee-based commercial agreements with us, which include minimum volume commitments, for receiving, handling, storing and transferring crude oil, refined products, and natural gas. PBF Energy also has agreements with PBFX that establish fees for certain general and administrative services and operational and maintenance services provided by us to PBFX.

On November 30, 2022, PBF Energy, PBF LLC, PBFX Holdings Inc., a Delaware corporation and wholly-owned subsidiary of PBF LLC, Riverlands Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of PBF LLC, PBFX, and PBF GP closed on a definitive agreement pursuant to which PBF Energy and PBF LLC acquired all of the publicly held common units in PBFX representing limited partner interests in the master liability project not already owned by certain wholly-owned subsidiaries of PBF Energy and its affiliates (the “Merger Transaction”). Subsequent to closing on the Merger Transaction, PBFX became an indirect wholly-owned subsidiary of PBF Energy and PBF LLC.

Business Developments

Recent significant business developments affecting us are discussed below.

Renewable Diesel Facility

On February 16, 2023 we announced that we entered into a definitive agreement with Eni, to partner in a 50-50 joint venture, SBR, that will own the renewable diesel facility that is currently under construction at our Chalmette refinery (the “Renewable Diesel Facility”). The Renewable Diesel Facility will incorporate certain existing idled assets at the refinery, including an idle hydrocracker, along with a newly-constructed pre-treatment unit to establish a 20,000 bpd renewable diesel production facility. Upon consummation of the joint venture transaction, which is subject to customary closing conditions, including regulatory approvals, Eni will contribute capital totaling $835.0 million, excluding working capital, plus up to an additional $50.0 million that is subject to the achievement of project milestones. As stipulated in the pending agreements with Eni, we will continue to manage project execution and serve as the operator of the facility once construction is complete. Closing of the joint venture transaction is currently estimated to be consummated in the second or third quarter of 2023. The Renewable Diesel Facility remains under construction and is expected to be producing renewable diesel, and other products, in the first half of 2023.

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, we and our subsidiaries, DCR and PRC, entered into amendments to the inventory intermediation agreements (as amended in the second and third quarters of 2017, the "A&R Intermediation Agreements") with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. “J. Aron”), pursuant to which certain 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&R Intermediation Agreement by and among J. Aron, us and DCR relating to the Delaware City refinery extends the term to July 1, 2019, which term may be further extended by mutual consent of the parties to July 1, 2020.

~~Torrance Acquisition~~

On July 1, 2016, we acquired from ExxonMobil Oil Corporation (“ExxonMobil”) and its subsidiary, Mobil Pacific Pipeline Company (together, the “Torrance Sellers”), the Torrance 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 to the refinery. Additionally, included in the transaction were several pipelines which provide access to sources of crude oil including the Ports of Long Beach and Los Angeles, as well as clean product outlets with a direct pipeline supplying jet fuel to the Los Angeles airport. The Torrance refinery also has crude and product storage facilities with approximately 8.6 million barrels of shell capacity.

The purchase price for the assets was approximately $521.4 million in cash after post-closing purchase price adjustments, plus final working capital of $450.6 million. The final purchase price and fair value allocation were completed as of June 30, 2017. During the measurement period, which ended in June 2017, adjustments were made to the Company’s preliminary fair value estimates related primarily to Property, plant and equipment and Other long-term liabilities reflecting the finalization of the Company’s assessment of the costs and duration of certain assumed pre-existing environmental obligations. The transaction was financed through a combination of cash on hand, including proceeds from certain 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 31, 2016, PBFX entered into a contribution agreement (the “TVPC Contribution Agreement”) between PBFX and PBF LLC. Pursuant to the TVPC Contribution Agreement, PBF Holding distributed to PBF LLC, and PBFX acquired from PBF LLC, 50% of the issued and outstanding limited liability company interests of Torrance Valley Pipeline Company LLC (“TVPC”), whose assets consist of the 189-mile San Joaquin Valley Pipeline system, including the M55, M1 and M70 pipeline system, including 11 pipeline stations with storage capability and truck unloading capacity at two of the stations. Subsequent to the distribution of TVPC pursuant to the TVPC Contribution Agreement, PBF Holding deconsolidated TVPC and has recognized an equity investment in TVPC for its 50% noncontrolling interest.

Agreements with PBFX

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

~~On May 14, 2014, PBFX completed its initial public offering (the “PBFX Offering”). Beginning with the completion of the PBFX Offering, we~~We have entered into a series of agreements with PBFX, including contribution, commercial and operational agreements. ~~Each~~Refer to “Note 6 - Related Party Transactions” of our Notes to Condensed Consolidated Financial Statements for descriptions of these agreements and their impact to our ~~operations is described in “Note 8 -~~operations. Related ~~Party Transactions” in~~party transactions that have an impact on the comparability of our ~~condensed consolidated~~period to period financial ~~statements.~~performance and financial condition are listed below.

Summary of Transactions with PBFX

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


	Three Months Ended March 31,
(in millions)		2023		2022
Reimbursements under affiliate agreements:
Services Agreement		$	2.2	$	2.2
Omnibus Agreement		1.8		1.8
Total expenses under affiliate agreements		89.0		76.0

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

~~Amended and Restated Revolving Loan~~

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

~~Rail Facility Revolving Credit Facility~~

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

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

~~PBF Rail Term Loan~~

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

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

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

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

~~Change in Presentation~~

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

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

Results of Operations

The following tables reflect our financial and operating highlights for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2023 and ~~2016~~2022 (amounts in ~~thousands).~~millions):


	Three Months Ended March 31,
		2023		2022
Revenues		$	9,285.5	$	9,128.2
Cost and expenses:
Cost of products and other		7,879.7		8,277.5
Operating expenses (excluding depreciation and amortization expense as reflected below)		749.0		595.6
Depreciation and amortization expense		132.9		108.9
Cost of sales		8,761.6		8,982.0
General and administrative expenses (excluding depreciation and amortization expense as reflected below)		57.1		49.3
Depreciation and amortization expense		1.9		1.9
Change in fair value of contingent consideration, net		(16.3)		50.1

(Gain) loss on sale of assets		(1.6)		0.1
Total cost and expenses		8,802.7		9,083.4
Income from operations		482.8		44.8
Other income (expense):
Interest expense, net		(14.9)		(68.2)
Change in fair value of catalyst obligations		0.7		(4.9)

Other non-service components of net periodic benefit cost		0.3		2.2
Income (loss) before income taxes		468.9		(26.1)
Income tax benefit		(0.6)		(8.1)
Net income (loss)		469.5		(18.0)
Less: net income (loss) attributable to noncontrolling interests		0.3		(1.1)
Net income (loss) attributable to PBF Holding Company LLC		$	469.2	$	(16.9)
Consolidated gross margin		$	523.9	$	146.2
Gross refining margin (1)		$	1,405.8	$	850.7

_____________________

(1) See Non-GAAP Financial Measures.

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

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

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

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

$ 147,710

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


Operating Highlights	Three Months Ended March 31,
		2023			2022
Key Operating Information
Production (bpd in thousands)		859.2			844.3
Crude oil and feedstocks throughput (bpd in thousands)		851.2			832.6
Total crude oil and feedstocks throughput (millions of barrels)		76.6			74.9
Consolidated gross margin per barrel of throughput		$	6.84		$	1.96
Gross refining margin, excluding special items, per barrel of throughput (1)		$	18.35		$	11.36
Refinery operating expense, per barrel of throughput		$	9.78		$	7.95

Crude and feedstocks (% of total throughput) (2)
Heavy		28		%	34		%
Medium		33		%	32		%
Light		21		%	18		%
Other feedstocks and blends		18		%	16		%
Total throughput		100		%	100		%

Yield (% of total throughput)
Gasoline and gasoline blendstocks		47		%	48		%
Distillates and distillate blendstocks		34		%	34		%
Lubes		1		%	1		%
Chemicals		1		%	2		%
Other		18		%	16		%
Total yield		101		%	101		%


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

_____________________

~~Operating Highlights~~(1) See Non-GAAP Financial Measures.

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

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

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

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

Yield (% of total throughput)

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


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


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

The table below summarizes certain market indicators relating to our operating results as reported by ~~Platts.~~Platts, a division of The McGraw-Hill Companies. Effective RIN basket price is recalculated based on information as reported by Argus.


	Three Months Ended March 31,
		2023		2022
		(dollars per barrel, except as noted)
Dated Brent crude oil		$	81.09	$	101.75
West Texas Intermediate (WTI) crude oil		$	75.97	$	95.22
Light Louisiana Sweet (LLS) crude oil		$	78.90	$	97.50
Alaska North Slope (ANS) crude oil		$	79.01	$	96.13
Crack Spreads
Dated Brent (NYH) 2-1-1		$	31.53	$	21.69
WTI (Chicago) 4-3-1		$	29.07	$	17.94
LLS (Gulf Coast) 2-1-1		$	34.12	$	24.14
ANS (West Coast-LA) 4-3-1		$	38.45	$	32.84
ANS (West Coast-SF) 3-2-1		$	39.16	$	29.39
Crude Oil Differentials
Dated Brent (foreign) less WTI		$	5.12	$	6.54
Dated Brent less Maya (heavy, sour)		$	18.42	$	12.24
Dated Brent less WTS (sour)		$	5.61	$	6.74
Dated Brent less ASCI (sour)		$	7.39	$	8.63
WTI less WCS (heavy, sour)		$	19.30	$	15.31
WTI less Bakken (light, sweet)		$	(2.90)	$	(3.49)
WTI less Syncrude (light, sweet)		$	(3.04)	$	0.18
WTI less LLS (light, sweet)		$	(2.93)	$	(2.28)
WTI less ANS (light, sweet)		$	(3.04)	$	(0.92)
Effective RIN basket price		$	8.19	$	6.28
Natural gas (dollars per MMBTU)		$	2.74	$	4.59

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
(dollars per barrel, except as noted)
Dated Brent Crude $ 52.16
$ 45.90
$ 51.79
$ 42.05
West Texas Intermediate (WTI) crude oil $ 48.18
$ 44.88
$ 49.32
$ 41.41
Light Louisiana Sweet (LLS) crude oil $ 51.67
$ 46.52
$ 51.73
$ 43.20
Alaska North Slope (ANS) crude oil $ 52.04
$ 44.65
$ 52.15
$ 41.58
Crack Spreads
Dated Brent (NYH) 2-1-1 $ 18.12
$ 12.94
$ 14.84
$ 13.18
WTI (Chicago) 4-3-1 $ 18.82
$ 13.64
$ 14.70
$ 13.07
LLS (Gulf Coast) 2-1-1 $ 16.69
$ 11.51
$ 13.75
$ 10.35
ANS (West Coast) 4-3-1 $ 20.66
$ 15.61
$ 18.78
$ 17.22
Crude Oil Differentials
Dated Brent (foreign) less WTI $ 3.97
$ 1.02
$ 2.47
$ 0.64
Dated Brent less Maya (heavy, sour) $ 8.75
$ 6.87
$ 6.77
$ 7.57
Dated Brent less WTS (sour) $ 4.96
$ 2.50
$ 3.63
$ 1.48
Dated Brent less ASCI (sour) $ 3.82
$ 4.14
$ 3.58
$ 4.02
WTI less WCS (heavy, sour) $ 10.03
$ 13.28
$ 10.83
$ 12.15
WTI less Bakken (light, sweet) $ (0.69 ) $ 1.41
$ 0.18
$ 1.13
WTI less Syncrude (light, sweet) $ (1.95 ) $ (0.95 ) $ (1.86 ) $ (2.67 )
WTI less LLS (light, sweet) $ (3.49 ) $ (1.65 ) $ (2.41 ) $ (1.79 )
WTI less ANS (light, sweet) $ (3.86 ) $ 0.23
$ (2.82 ) $ (0.17 )
Natural gas (dollars per MMBTU) $ 2.95
$ 2.79
$ 3.05
$ 2.35

Three Months Ended ~~September 30, 2017~~March 31, 2023 Compared to the Three Months Ended ~~September 30, 2016~~March 31, 2022

Overview— Net income was ~~$526.1~~$469.5 million for the three months ended ~~September 30, 2017~~March 31, 2023 compared to ~~$65.1~~net loss of $18.0 million for the three months ended ~~September 30, 2016.~~March 31, 2022.

Our results for the three months ended ~~September 30, 2017~~March 31, 2023 were positively impacted by a special ~~item~~items consisting of a ~~non-cash lower~~change in fair value of ~~cost or market (“LCM”) inventory adjustment~~contingent consideration of ~~approximately $265.1~~$16.3 million related to changes in the estimated fair value of the earn-out liability associated with the acquisition of the Martinez refinery (the “Martinez Contingent Consideration”), and a gain on the sale of a parcel of land at our Torrance refinery of $1.7 million. Our results for the three months ended ~~September 30, 2016~~March 31, 2022 were ~~positively~~negatively impacted by ~~an LCM inventory adjustment of approximately $104.0 million. The LCM inventory adjustments were recorded due~~a special item related to ~~movements~~a change in the ~~price~~fair value of ~~crude oil and refined products in~~ the ~~periods presented.~~ Martinez Contingent Consideration of $50.1 million.

Excluding the impact of these special items, when comparing our results ~~were positively impacted~~to the three months ended March 31, 2022, we experienced an increase in the demand for our refined products, evidenced by higher average throughput volumes and barrels sold at the majority of our refineries, ~~and higher~~as well as overall stronger refining margins due to favorable movements in crack spreads ~~realized at each of~~and crude oil differentials. These improving metrics have positively impacted our ~~refineries, which were impacted by the hurricane-related reduction in refining throughput in the Gulf Coast region~~revenues, gross margin and ~~tightening product inventories, specifically distillates. Notably, we benefited from the improved~~ operating ~~performance of our Chalmette and Torrance refineries.~~income.

Revenues— Revenues totaled ~~$5.5~~$9.3 billion for the three months ended ~~September 30, 2017~~March 31, 2023 compared to ~~$4.5~~$9.1 billion for the three months ended ~~September 30, 2016,~~March 31, 2022, an increase of approximately ~~$1.0~~$0.2 billion, or ~~21.5%~~2.2%. Revenues per barrel were ~~$63.75~~$101.86 and ~~$62.32~~$107.42 for the three months ended ~~September 30, 2017~~March 31, 2023 and ~~2016,~~2022, respectively, ~~an increase~~a decrease of ~~2.3%~~5.2% directly related to ~~higher~~lower hydrocarbon commodity prices. For the three months ended ~~September 30, 2017,~~March 31, 2023, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately ~~343,700~~326,400 bpd, ~~160,600~~93,200 bpd, ~~200,400~~169,100 bpd and ~~145,000~~262,500 bpd, respectively. For the

three months ended ~~September 30, 2016,~~March 31, 2022, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately ~~315,900~~263,100 bpd, ~~165,300~~136,700 bpd, ~~165,600~~163,100 bpd and ~~139,500~~269,700 bpd, respectively. Our East Coast and Gulf Coast refineries’ throughput rates increased in the third quarter of 2017 as compared to the same period of 2016 as a result of improved operational performance following the completion of planned turnarounds at our Delaware City and Chalmette refineries in the first and second quarters of 2017, respectively. Our West Coast refinery underwent its first major turnaround under our ownership for a majority of the second quarter in 2017, following which its throughput rates in the third quarter of 2017 were significantly above the same period of 2016. For the three months ended ~~September 30, 2017, the~~March 31, 2023, total barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately ~~359,700~~381,900 bpd, ~~167,300~~115,700 bpd, ~~233,400~~178,600 bpd and ~~173,300~~336,700 bpd, respectively. For the three months ended ~~September 30, 2016, the~~March 31, 2022, total barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately ~~345,800~~318,700 bpd, ~~177,200~~139,800 bpd, ~~209,300~~175,700 bpd and ~~177,100~~310,000 bpd, respectively.

Overall average throughput rates were higher in the three months ended March 31, 2023 compared to the same period in 2022, despite turnaround activity at several refineries during the three months ended March 31, 2023. We plan to continue operating our refineries based on demand and current market conditions. Total refined product barrels sold were higher than throughput rates, reflecting sales from inventory as well as sales and purchases of refined products outside ~~the refinery.~~our refineries.

Consolidated Gross Margin— ~~Gross~~Consolidated gross margin ~~including refinery operating expenses and depreciation,~~ totaled ~~$604.1~~$523.9 million ~~or $7.73 per barrel of throughput,~~ for the three months ended ~~September 30, 2017~~March 31, 2023, compared to ~~$149.0~~$146.2 million ~~or $2.06 per barrel of throughput,~~ for the three months ended ~~September 30, 2016,~~March 31, 2022, an increase of approximately ~~$455.1~~$377.7 million. Gross refining margin (as described below in Non-GAAP Financial Measures) totaled ~~$1,064.0~~$1,405.8 million, or ~~$13.61~~$18.35 per barrel of throughput ~~($798.9 million or $10.22 per barrel of throughput excluding the impact of special items),~~ for the three months ended ~~September 30, 2017~~March 31, 2023 compared to ~~$604.4~~$850.7 million, or ~~$8.36~~$11.36 per barrel of throughput ~~($500.4 million or $6.92 per barrel of throughput excluding the impact of special items)~~ for the three months ended ~~September 30, 2016,~~March 31, 2022, an increase of approximately ~~$459.7 million or $298.6 million excluding special items.~~

~~Excluding the impact of special items,~~$555.1 million. Consolidated gross margin and gross refining margin increased due to ~~improved~~favorable movements in certain crack spreads and crude oil differentials and higher throughput ~~rates in~~volumes and barrels sold at the ~~East Coast, Gulf Coast~~majority of our refineries. During the three months ended March 31, 2023 and ~~West Coast and reduced~~March 31, 2022, our margin calculations were not impacted by special items.

Additionally, our results continue to be impacted by significant costs to comply with the RFS. ~~Costs to comply with our obligation under the~~Total RFS ~~totaled $83.4~~compliance costs were $181.1 million for the three months ended ~~September 30, 2017~~March 31, 2023 compared to ~~$94.7~~$194.4 million for the three months ended September 30, 2016. In addition, gross margin and gross refining margin were positively impacted by a non-cash LCM inventory adjustment of approximately $265.1 million on a net basis resulting from an increase in crude oil and refined product prices in comparison to the prices at the end of the second quarter of 2017. The non-cash LCM adjustment increased gross margin and gross refining margin by approximately $104.0 million in the third quarter of 2016.March 31, 2022.

Average industry ~~refining~~ margins ~~in the Mid-Continent~~ were ~~stronger~~favorable during the three months ended ~~September 30, 2017 as~~March 31, 2023 compared to the same period in ~~2016. The WTI (Chicago) 4-3-1 industry crack spread was $18.82 per barrel, or 38.0% higher, in the three months ended September 30, 2017 as compared~~2022, primarily due to $13.64 per barrel in the same period in 2016. Our margins were unfavorably impacted by our refinery specific crude slate in the Mid-Continent which was impacted by a declining WTI/Bakken differential and a declining WTI/Syncrude differential, which averaged a premium of $1.95 per barrel during the three months ended September 30, 2017 as compared to a premium of $0.95 per barrel in the same period of 2016.

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

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

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

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

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

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $31.53 per barrel, or 45.4% higher, in the three months ended March 31, 2023, as compared to $21.69 per barrel in the same period in 2022. Our margins were impacted from our refinery specific slate on the East Coast by strengthened Dated Brent/Maya and WTI/Bakken differentials, which increased by $6.18 per barrel and $0.59 per barrel, respectively, in comparison to the same period in 2022. The WTI/WCS differential increased to $19.30 per barrel in the three months ended March 31, 2023 compared to $15.31 in the same period in 2022, which favorably impacted our cost of heavy Canadian crude.

Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $29.07 per barrel, or 62.0% higher, in the three months ended March 31, 2023 as compared to $17.94 per barrel in the same period in 2022. Our margins were negatively impacted from our refinery specific slate in the Mid-Continent by a weakened WTI/Syncrude differential, which decreased by $3.22 per barrel, slightly offset by a strengthened WTI/Bakken differential, which increased by $0.59 per barrel, in comparison to the same period in 2022.

On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $34.12 per barrel, or 41.3% higher, in the three months ended March 31, 2023 as compared to $24.14 per barrel in the same period in 2022. Margins on the Gulf Coast were negatively impacted from our refinery specific slate by a weakened WTI/LLS differential, which averaged a premium of $2.93 per barrel for the three months ended March 31, 2023 as compared to a premium of $2.28 per barrel in the same period of 2022.

On the West Coast, the ANS (West Coast) 4-3-1 industry crack spread was $38.45 per barrel, or 17.1% higher, in the three months ended March 31, 2023 as compared to $32.84 per barrel in the same period in 2022. Additionally (West Coast) 3-2-1 industry crack spread was $39.16 per barrel, or 33.2% higher, in the three months ended March 31, 2023 as compared to $29.39 per barrel in the same period in 2022. Our margins on the West Coast were negatively impacted from our refinery specific slate by a weakening WTI/ANS differential, which averaged a premium of $3.04 per barrel for the three months ended March 31, 2023 as compared to a premium of $0.92 per barrel in the same period of 2022.

Operating Expenses— Operating expenses totaled ~~$389.6~~$749.0 million, or ~~$4.98~~$9.78 per barrel of throughput, for the three months ended ~~September 30, 2017~~March 31, 2023 compared to ~~$404.0~~$595.6 million, or ~~$5.59~~$7.95 per barrel of throughput, for the three months ended ~~September 30, 2016, a decrease~~March 31, 2022, an increase of ~~$14.5~~approximately $153.4 million, or ~~3.6%~~25.8%. The ~~decrease~~increase in operating expenses was mainly attributable to ~~lower outside services costs as~~overall increases in natural gas volume and price across our refineries when compared to the same period in ~~2016 across all of our refineries partially offset by~~2022. Additionally, we experienced higher maintenance and operational costs due to scheduled turnarounds and increased ~~throughput.~~production.

General and Administrative Expenses— General and administrative expenses totaled ~~$54.7~~$57.1 million for the three months ended ~~September 30, 2017~~March 31, 2023 compared to ~~$39.9~~$49.3 million for the three months ended ~~September 30, 2016,~~March 31, 2022, an increase of approximately ~~$14.8~~$7.8 million or ~~37.0%~~15.8%. The increase in general and administrative expenses for the three months ended September 30, 2017 over the same period of 2016 primarily relates to increases in employee related expenses of $21.5 million driven by higher incentive compensation in the third quarter of 2017 as compared to the third quarter of 2016. This increase was partially offset by lower costs associated with acquisition and integration related activities which were $7.0 million lower in the current quarter as compared to the same quarter of 2016. Our general and administrative expenses were higher in comparison to the prior year due to an increase in information technology costs and outside service costs in support of integration related activities. General and administrative costs are comprised of ~~the~~ personnel, facilities and other infrastructure costs necessary to support our ~~refineries.~~refineries and related logistics assets.

(Gain) Loss on Sale of Assets— There was a ~~de minimis loss on sale~~net gain of ~~assets~~$1.6 million for the three months ended ~~September 30, 2017 relating~~March 31, 2023 related primarily to ~~non-operating refinery assets compared to~~the sale of a parcel of land at our Torrance refinery. There was a loss of ~~$8.2~~$0.1 million onfor the three months ended March 31, 2022, related primarily to the sale of non-operating refinery ~~assets for the three months ended September 30, 2016.~~assets.

Depreciation and Amortization Expense— Depreciation and amortization expense totaled ~~$72.9~~$134.8 million for the three months ended ~~September 30, 2017~~March 31, 2023 (including ~~$70.3~~$132.9 million recorded within Cost of sales) compared to ~~$52.7~~$110.8 million for the three months ended ~~September 30, 2016~~March 31, 2022 (including ~~$51.3~~$108.9 million recorded within Cost of sales), an increase of ~~$20.2~~approximately $24.0 million. The increase was a result of ~~additional depreciation expense associated with~~ a general increase in our fixed asset base due to capital projects and turnarounds completed since the ~~third~~first quarter ~~2016, including~~of 2022.

Change in Fair Value of Contingent Consideration, net— Change in fair value of contingent consideration represented a gain of $16.3 million and a loss of $50.1 million for the ~~first significant turnaround under our ownership at our Torrance refinery, which was completed early~~three months ended March 31, 2023 and March 31, 2022, respectively. These gains and losses were related to changes in the ~~third quarter~~estimated fair value of ~~2017.~~the Martinez Contingent Consideration.

Change in Fair Value of Catalyst ~~Leases~~Obligations— Change in ~~the~~ fair value of catalyst ~~leases~~obligations represented a gain of ~~$0.5~~$0.7 million for the three months ended ~~September 30, 2017~~March 31, 2023 compared to a ~~gain~~loss of ~~$0.1~~$4.9 million for the three months ended ~~September 30, 2016.~~March 31, 2022. These gains and losses relate to the change in fair value of the precious metals underlying the sale and leaseback of our refineries’ precious ~~metals catalyst,~~metal catalysts, which we are obligated to repurchase at fair market value ~~on the~~upon lease ~~termination dates.~~termination.

Interest Expense, net— Interest expense totaled ~~$29.3~~$14.9 million for the three months ended ~~September 30, 2017~~March 31, 2023 compared to ~~$33.9~~$68.2 million for the three months ended ~~September 30, 2016,~~March 31, 2022, a decrease of approximately ~~$4.6~~$53.3 million. ~~This~~The net decrease is ~~primarily~~mainly attributable to ~~lower~~the redemption of the 9.25% senior secured notes due 2025 during the third quarter of 2022, as well as no outstanding balance on our asset based revolving credit facility (the “Revolving Credit Facility”) as of March 31, 2023. Additionally, there was a $16.6 million increase in interest ~~expense on a portion of our senior notes that were refinanced~~income earned during the three months ended March 31, 2023 driven by an increase in ~~May 2017 (see “Note 5 - Debt” for additional details).~~cash and higher interest rates in comparison to the prior year. Interest expense includes interest on long-term debt, ~~and notes payable,~~ costs related to the sale and leaseback of our precious ~~metals catalyst,~~metal catalysts, financing

costs associated with the ~~A&R~~Third Inventory Intermediation ~~Agreements~~Agreement with J. Aron, letter of credit fees associated with the purchase of certain crude oils and the amortization of deferred financing costs.

Income Tax ~~Expense~~Benefit— As PBF Holding is a limited liability company treated as a “flow-through” entity for income tax purposes, our ~~consolidated financial statements~~Condensed Consolidated Financial Statements generally do not include a benefit or ~~provision~~expense for income taxes for the three months ended ~~September 30, 2017~~March 31, 2023 and ~~September 30, 2016,~~March 31, 2022, respectively, apart from the income tax attributable to two subsidiaries acquired in connection with the acquisition of the Chalmette ~~Acquisition~~refinery in the fourth quarter of 2015 and our ~~wholly-owned~~ Canadian subsidiary, PBF Energy Limited (“PBF Ltd.”)~~. The two~~ These subsidiaries ~~acquired in connection with the Chalmette Acquisition~~ are treated as C-Corporations for income tax purposes.

~~We incurred a net~~ An income tax benefit of ~~$4.3~~$0.6 million ~~and income tax expense of $2.3 million~~was recorded for the three months ended ~~September 30, 2017 and September 30, 2016, respectively, reflecting a net loss from our taxable subsidiaries~~March 31, 2023 in comparison to an income tax benefit of $8.1 million recorded for the three months ended ~~September 30, 2017 as compared to net earnings from our taxable subsidiaries in the three months ended September 30, 2016.~~

~~Nine Months EndedSeptember 30, 2017 Compared~~March 31, 2022, primarily attributable to the ~~Nine Months Ended September 30, 2016~~results of PBF Ltd.

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

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

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

~~Gross Margin—~~ ~~Gross margin, including refinery operating expenses and depreciation, totaled $506.6 million, or $2.36 per barrel of throughput, for the nine months ended September 30, 2017 compared to $405.9~~

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

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

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

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

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

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

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

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

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

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

~~Change in Fair Value of Catalyst Leases~~— Change in the fair value of catalyst leases represented a loss of $1.0 million for the nine months ended September 30, 2017 compared to a loss of $4.6 million for the nine months ended September 30, 2016. These losses relate to the change in value of the precious metals underlying the sale and leaseback of our refineries’ precious metals catalyst, which we are obligated to repurchase at fair market value on the lease termination dates.

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

~~Interest Expense, net—~~ Interest expense totaled $92.8 million for the nine months ended September 30, 2017 compared to $98.4 million for the nine months ended September 30, 2016, a decrease of approximately $5.7 million. This net decrease is attributable to lower interest expense on a portion of our senior notes that were refinanced in May 2017 (see “Note 5 - Debt” for additional details). Interest expense includes interest on long-term debt and notes payable, costs related to the sale and leaseback of our precious metals catalyst, financing costs associated with the A&R Intermediation Agreements with J. Aron, letter of credit fees associated with the purchase of certain crude oils, and the amortization of deferred financing costs.

~~Income Tax Expense~~— As PBF Holding is a limited liability company treated as a “flow-through” entity for income tax purposes, our consolidated financial statements generally do not include a benefit or provision for income taxes for the nine months ended September 30, 2017 and September 30, 2016, respectively, apart from the income tax attributable to two subsidiaries acquired in connection with the Chalmette Acquisition in the fourth quarter of 2015 and our wholly-owned Canadian subsidiary, PBF Ltd.. The two subsidiaries acquired in connection with the Chalmette Acquisition are treated as C-Corporations for income tax purposes.

Income tax expense was $2.0 million and $29.3 million for the nine months ended September 30, 2017 and September 30, 2016, respectively. Income tax expense for the nine months ended September 30, 2016 included a charge of $30.7 million related to a correction of prior periods.

Non-GAAP Financial Measures

Management uses certain financial measures to evaluate our operating performance that are calculated and presented on the basis of methodologies other than in accordance with GAAP (“~~non-GAAP”~~Non-GAAP”). These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with ~~GAAP,~~accounting principles generally accepted in the United States of America (“GAAP”), and our calculations thereof may not be comparable to similarly entitled measures reported by other companies.

Special Items

The ~~non-GAAP~~Non-GAAP measures presented include EBITDA excluding special items and gross refining margin excluding special items. ~~The special~~Special items for the periods presented relate to ~~an LCM inventory adjustment~~net changes in fair value of contingent consideration, and ~~debt extinguishment costs (as further explained in “Notes~~gain on land sale. See “Notes to Non-GAAP Financial Measures” below for more details on ~~page 60).~~all special items disclosed. Although we believe that ~~non-GAAP~~Non-GAAP financial measures, excluding the impact of special items, provide useful supplemental information to investors regarding the results and performance of our business and allow for helpful period-over-period comparisons, such ~~non-GAAP~~Non-GAAP measures should only be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with GAAP.

Gross Refining Margin and Gross Refining Margin Excluding Special Items

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

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

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

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


	Three Months Ended March 31,

















	2023				2022
	$		per barrel of throughput		$		per barrel of throughput
Calculation of consolidated gross margin:
Revenues	$	9,285.5	$	121.21	$	9,128.2	$	121.82
Less: Cost of sales	8,761.6		114.37		8,982.0		119.86
Consolidated gross margin	$	523.9	$	6.84	$	146.2	$	1.96
Reconciliation of consolidated gross margin to gross refining margin and gross refining margin excluding special items:
Consolidated gross margin	$	523.9	$	6.84	$	146.2	$	1.96
Add: Refinery operating expense	749.0		9.78		595.6		7.95
Add: Refinery depreciation expense	132.9		1.73		108.9		1.45
Gross refining margin	$	1,405.8	$	18.35	$	850.7	$	11.36


Gross refining margin excluding special items	$	1,405.8	$	18.35	$	850.7	$	11.36

——————————

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

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

~~——————————~~

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

Measures.

EBITDA, EBITDA Excluding Special Items and Adjusted EBITDA

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

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

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

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

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

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

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

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

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

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

2017 2016 2017 2016

Reconciliation of net income to EBITDA and EBITDA excluding special items:
Net income $ 526,080
$ 65,072
$ 255,164
$ 148,148
Add: Depreciation and amortization expense 72,910
52,678
191,593
155,890
Add: Interest expense, net 29,269
33,896
92,782
98,446
Add: Income tax (benefit) expense (4,292 ) 2,291
2,040
29,287
EBITDA $ 623,967
$ 153,937
$ 541,579
$ 431,771
Special Items:
Add: Non-cash LCM inventory adjustment (1) (265,077 ) (103,990 ) (97,943 ) (320,833 )
Add: Debt extinguishment costs (1) —
—
25,451
—
EBITDA excluding special items $ 358,890
$ 49,947
$ 469,087
$ 110,938

Reconciliation of EBITDA to Adjusted EBITDA:
EBITDA $ 623,967
$ 153,937
$ 541,579
$ 431,771
Add: Stock based compensation 3,415
2,659
13,549
12,658
Add: Non-cash change in fair value of catalyst leases (473 ) (77 ) 1,011
4,556
Add: Non-cash LCM inventory adjustment (1) (265,077 ) (103,990 ) (97,943 ) (320,833 )
Add: Debt extinguishment costs (1) —
—
25,451
—
Adjusted EBITDA $ 361,832
$ 52,529
$ 483,647
$ 128,152


	Three Months Ended March 31,
		2023		2022

Reconciliation of net income (loss) to EBITDA and EBITDA excluding special items:
Net income (loss)		$	469.5	$	(18.0)
Add: Depreciation and amortization expense		134.8		110.8
Add: Interest expense, net		14.9		68.2
Add: Income tax benefit		(0.6)		(8.1)
EBITDA		$	618.6	$	152.9
Special Items:(1)

Add: Change in fair value of contingent consideration, net		(16.3)		50.1
Add: Gain on land sales		(1.7)		—


EBITDA excluding special items		$	600.6	$	203.0

Reconciliation of EBITDA to Adjusted EBITDA:
EBITDA		$	618.6	$	152.9
Add: Stock-based compensation		9.2		7.1
Add: Change in fair value of catalyst obligations		(0.7)		4.9

Add: Change in fair value of contingent consideration, net (1)		(16.3)		50.1
Add: Gain on land sales(1)		(1.7)		—


Adjusted EBITDA		$	609.1	$	215.0

——————————

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

Notes to Non-GAAP Financial Measures

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

~~(1)~~

Special items: In accordance with GAAP, we are required to state our inventories at the lower of cost or market. Our inventory cost is determined by the last-in, first-out (“LIFO”) inventory valuation methodology, in which the most recently incurred costs are charged to cost of sales and inventories are valued at base layer acquisition costs. Market is determined based on an assessment of the current estimated replacement cost and net realizable selling price of the inventory. In periods where the market price of our inventory declines substantially, cost values of inventory may exceed market values. In such instances, we record an adjustment to write down the value of inventory to market value in accordance with GAAP. In subsequent periods, the value of inventory is reassessed and an LCM inventory adjustment is recorded to reflect the net change in the LCM inventory reserve between the prior period and the current period.

~~The following table includes~~(1)Special items:

Change in Fair Value of Contingent Consideration, net - During the ~~lower~~three months ended March 31, 2023, we recorded a change in fair value of ~~cost or market inventory reserve as of each date presented (in thousands):~~

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

~~The following table includes~~ the ~~corresponding impact of changes~~Martinez Contingent Consideration. This change resulted in ~~the lower of cost or market inventory reserve on both operating~~increases to income from operations and net income ~~for~~of $16.3 million. During the ~~periods presented (in thousands):~~

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

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

~~Additionally, during the nine~~three months ended ~~September 30, 2017,~~March 31, 2022, we recorded ~~debt extinguishment costs of $25.5 million related to the redemption~~a change in fair value of the ~~2020 Senior Secured Notes. This nonrecurring charge~~Martinez Contingent Consideration which decreased ~~both operating~~ income from operations and net income by ~~$25.5 million for~~$50.1 million.

Gain on Land Sales - During the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2023, we recorded a gain on the sale of a separate parcel of real property acquired as part of the Torrance refinery, but not part of the refinery itself, which increased income from operations and net income by $1.7 million. There were no such ~~costs~~gains in the three months ended ~~September 30, 2017 nor in either the three or nine months ended September 30, 2016.~~March 31, 2022.

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are our cash flows from operations, cash and cash equivalents and borrowing availability under our credit ~~facilities,~~facility, as ~~more fully~~ described below. We believe that our cash flows from operations and available capital resources will be sufficient to meet our and our subsidiaries’ capital ~~expenditure,~~expenditures, working capital ~~distribution payments~~needs, future distributions and debt service requirements for the next twelve months. However, our ability to generate sufficient cash flow from operations depends, in part, on petroleum oil market pricing and general economic, political and other factors beyond our control. WeAs of March 31, 2023, we are in compliance ~~as of September 30, 2017~~ with all ~~of the~~ covenants, including financial covenants, in all of our debt agreements.

Cash Flow Analysis

Cash Flows from Operating Activities

Net cash provided by operating activities was ~~$124.4~~$392.8 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2023 compared to net cash provided by operating activities of ~~$291.5~~$242.9 million for the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2022. Our operating cash flows for the ~~nine~~three months ended ~~September 30, 2017 included~~March 31, 2023 include our net income of ~~$255.2~~$469.5 million, ~~plus~~ depreciation and amortization of ~~$197.4 million, debt extinguishment costs related to refinancing of our 2020 Senior Secured Notes of $25.5~~$140.5 million, pension and other post-retirement benefits costs of ~~$31.7~~$12.0 million, ~~equity-based~~stock-based compensation of ~~$13.5~~$9.2 million, ~~changes~~deferred income taxes of $0.3 million, partially offset by a net change in the fair value of ~~our catalyst leases~~the Martinez Contingent Consideration of ~~$1.0~~$16.3 million, ~~deferred income taxes of $0.6 million, loss on sale of assets of $0.9 million and $5.7 million of~~ net ~~distributions received from our equity method investment in TVPC in excess of its earnings, partially offset by a~~ non-cash ~~benefit of $97.9 million relating~~charges related to ~~an LCM inventory adjustment and a~~the change in the fair value of our inventory repurchase obligations of ~~$26.7~~$4.2 million, gain on sale of assets of $1.6 million and a change in the fair value of our catalyst obligations of $0.7 million. In addition, net changes in operating assets and liabilities reflected uses of cash of ~~$282.5~~$215.9 million, driven by the timing of inventory purchases, payments for accrued expenses and accounts payable, and collections of accounts receivable. The change in accrued expenses was due primarily to a decrease in renewable energy credit and emissions obligations, as a result of a decrease in our unfunded RINs obligation. Our overall increase in cash provided by operating ~~cash flows~~activities for the ~~nine~~three months ended ~~September 30, 2016 included our net income of $148.1 million, plus net non-cash charges relating to depreciation and amortization of $162.6 million,~~March 31, 2022 was primarily driven by the change in the fair value of our inventory repurchase obligations of $29.3 million, deferred income taxes of $27.8 million, pension and other post-retirement benefits costs of $25.9 million, changes in the fair value of our catalyst leases of $4.6 million, equity-based compensation of $12.7 million and a loss on sale of assets of $11.4 million, offset by a non-cash benefit of $320.8 million relating to an LCM inventory adjustment and equity income from our investment in TVPC of $1.6 million. In addition, net changes in operating assets and liabilities ~~reflected sources~~reflecting cash proceeds of ~~cash of $191.6~~$120.9 million, driven by the timing of inventory purchases, payments for accrued expenses and accounts ~~payables~~payable, and collections of accounts ~~receivables.~~receivable. Change in accrued expenses was due primarily to an increase in renewable energy credit and emissions obligations, as a result of an increase in our unfunded RINs obligation. Our operating cash flows for the three months ended March 31, 2022 also included our net loss of $18.0 million, depreciation and amortization of $114.7 million, change in the fair value of the Martinez Contingent Consideration of $50.1 million, pension and other post-retirement benefits costs of $11.9 million, stock-based compensation of $7.1 million, change in the fair value of our catalyst obligations of $4.9 million, and gain on sale of assets of $0.1 million, partially offset by net non-cash charges related to the change in fair value of our inventory repurchase obligations of $40.7 million and deferred income taxes of $8.1 million,

Cash Flows from Investing Activities

Net cash used in investing activities was ~~$583.5~~$376.0 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2023 compared to net cash used in investing activities of ~~$1,316.0~~$224.1 million for the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2022. The net cash flows used in investing activities for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2023 was comprised of cash outflows of capital expenditures totaling ~~$211.2~~$237.1 million, expenditures for refinery turnarounds of ~~$341.6~~$127.7 million, and expenditures for other assets of ~~$31.1~~$15.6 million, ~~slightly~~partially offset by ~~a return~~proceeds from the sale of ~~capital related to our equity method investment in TVPC~~assets of ~~$0.5~~$4.4 million. ~~Net~~The net cash used in investing activities for the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2022 was comprised of cash outflows of ~~$971.9 million used to fund the Torrance Acquisition,~~ capital expenditures totaling ~~$187.7~~$116.9 million, expenditures for refinery turnarounds of ~~$138.9~~$82.2 million, and expenditures for other assets of $27.7 million and a final net working capital settlement of $2.7 million associated with the acquisition of the Chalmette refinery, partially offset by $13.0 million of proceeds from the sale of assets.$25.0 million.

Cash Flows from Financing Activities

Net cash ~~provided by~~used in financing activities was ~~$74.1~~$575.4 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2023 compared to net cash provided by financing activities of ~~$629.1~~$56.3 million for the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2022. For the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2023, net cash ~~provided by~~used in financing activities consisted primarily of ~~a contribution~~distributions to members of $658.2 million, payments on finance leases of $2.9 million, and deferred financing costs and other of $0.5 million, partially offset by proceeds from insurance premium financing of $61.2 million and proceeds from contributions from PBF LLC of ~~$97.0 million and net cash proceeds of $21.4 million from~~$25.0 million. For 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~~three months ended September 30, 2017, we made distributions to members of $39.3 million and principal amortization payments of the PBF Rail Term Loan of $5.0 million. Further, during the nine months ended September 30, 2017, we borrowed and repaid $490.0 million under our Revolving Loan resulting in no net change to amounts outstanding for the nine months ended September 30, 2017. For the nine months ended September 30, 2016,March 31, 2022, net cash provided by financing activities consisted primarily of proceeds from ~~the Revolving Loan~~insurance premium financing of ~~$550.0~~$47.3 million ~~a contribution from our parent of $175.0 million,~~and proceeds from ~~catalyst leases~~contributions from PBF LLC of ~~$7.9~~$16.0 million, ~~and a net increase of $0.1 million in proceeds from affiliate notes payable~~ partially offset by ~~$92.5 million of distribution~~distributions to members of $3.9 million, payments on finance leases of $3.0 million, and ~~repayments~~deferred financing costs and other of ~~the PBF Rail revolving credit facility of $11.5~~$0.1 million.

Liquidity

As of ~~September 30, 2017,~~March 31, 2023, our ~~total~~operational liquidity was more than $4.6 billion which consists of $1.6 billion of cash, and more than $3.0 billion of borrowing availability under our Revolving Credit Facility, which includes our cash on hand.

As of March 31, 2023, outstanding letters of credit totaled approximately ~~$1,173.5 million, compared to total liquidity of approximately $1,161.3 million as of December 31, 2016. Total liquidity is the sum~~$274.8 million.

On May 25, 2022, we and certain of our ~~cash~~wholly-owned subsidiaries, as borrowers or subsidiary guarantors, entered into an amendment of its existing asset-based revolving credit agreement (the “Revolving Credit Agreement”), among us, Bank of America, National Association as administrative agent, and ~~cash equivalents plus~~certain other lenders. Among other things, the ~~estimated amount available~~Revolving Credit Agreement amended and extended the Revolving Credit Facility through January 2025 and increased the maximum commitment to $4.3 billion through May 2023 (currently set to adjust to $2.85 billion in May 2023 through January 2025). The amendments also redefine certain components of the Borrowing Base (as defined in the Revolving Credit Agreement) to reflect the existence of two tranches, tranche A which is comprised of existing lenders who have not elected to extend and whose commitments retain the existing maturity date under the ~~Revolving Loan.~~existing revolving credit agreement of May 2, 2023 (the “Tranche A Commitments”) and tranche B, which is comprised of existing and new lenders whose commitments have an extended maturity date of January 31, 2025 (the “Tranche B Commitments”). The Tranche A Commitments total $1.45 billion and the Tranche B Commitments total $2.85 billion.

We are actively monitoring the ongoing volatility in the global oil markets and we continue to adjust our operational plans to evolving market conditions.

We may, at any time and from time to time, seek to continue to repurchase or retire our outstanding debt securities through cash purchases (and/or exchanges for equity or debt), in open-market purchases, block trades, privately negotiated transactions or otherwise, upon such terms and at such prices as we may determine. We will evaluate any such transactions in light of then-existing market conditions, taking into account our current liquidity and prospects for future access to capital, the trading prices of our debt securities, legal requirements and contractual restrictions and economic and market conditions. The amounts involved in any such transactions, individually or in the aggregate, may be material. We are not obligated to repurchase any of our debt securities other than as set forth in the applicable indentures, and repurchases may be made or if made, discontinued at any time without prior notice.

We may incur additional indebtedness in the future, including secured indebtedness, subject to the satisfaction of any debt incurrence and, if applicable, lien incurrence limitation covenants in our existing financing agreements.

Working Capital

Our working capital at ~~September 30, 2017~~March 31, 2023 was ~~$1,106.1~~$1,281.0 million, consisting of ~~$3,403.3~~$5,843.2 million in total current assets and ~~$2,297.2~~$4,562.2 million in total current liabilities. Our working capital at December 31, ~~2016~~2022 was ~~$1,111.0~~$1,715.3 million, consisting of ~~$3,154.3~~$6,494.5 million in total current assets and ~~$2,043.3~~$4,779.2 million in total current liabilities. ~~Working capital has decreased primarily as a result of capital expenditures, including turnaround costs, partially offset by earnings during the nine months ended September 30, 2017.~~

Capital Spending

~~Net capital~~Capital spending was ~~$583.9~~$380.4 million for the ~~nine~~three months ended ~~September 30, 2017, which~~March 31, 2023 and was primarily ~~included~~comprised of annual maintenance, turnaround costs at our Delaware City, Chalmette, Torrance and Martinez refineries and spending related to our Renewable Diesel Facility at the Chalmette refinery. Capital spending also included costs associated with safety related enhancements and facility improvements at ~~the~~our refineries. WeExcluding capital expenditures related to our Renewable Diesel Facility, we currently expect to spend an aggregate of approximately ~~$600.0~~$700.0 million ~~in net capital expenditures~~to $750.0 million during ~~the full year 2017~~full-year 2023 for facility improvements and refinery maintenance and turnarounds, the majority of which have been completed as of September 30, 2017. Significant capital spending for the full year 2017 has included turnarounds for the FCC at our Delaware City refinery, several major process units at our Torrance refinery and the Chalmette refinery’s crude and ancillary units, as well as expenditures to meet ~~Tier 3~~environmental, regulatory and safety requirements.

The Renewable Diesel Facility remains under construction and is expected to be producing renewable diesel, and other products, in the first half of 2023. During the first quarter of 2023, we invested approximately $157.9 million in capital related to the project. We currently anticipate remaining capital expenditures to complete the project to range from $100.0 million to $150.0 million.

Crude and Feedstock Supply Agreements

Certain of our purchases of crude oil under our agreements with foreign national oil companies require that we post letters of credit, if open terms are exceeded, and arrange for shipment. We pay for the crude when invoiced, at which time ~~the~~any applicable letters of credit are lifted. ~~Our~~We have a contract with Saudi Arabian Oil Company (“Saudi Aramco”) pursuant to which we have been purchasing up to approximately 100,000 bpd of crude ~~and feedstock~~oil from Saudi Aramco that is processed at our Paulsboro refinery. In connection with the acquisition of the Chalmette refinery we entered into a contract with Petróleos de Venezuela S.A. (“PDVSA”) for the supply ~~agreements with PDVSA provide that the~~of 40,000 to 60,000 bpd of crude oil that can be processed at any of our East ~~and~~or Gulf Coast refineries. We have not sourced crude oil under this agreement since 2017 when PDVSA suspended deliveries due to the parties’ inability to agree to mutually acceptable payment terms and because of U.S. government sanctions against PDVSA. Notwithstanding the suspension, the U.S. government sanctions imposed against PDVSA and Venezuela prevented us from purchasing crude oil under this agreement. In connection with the closing of the acquisition of the Torrance ~~Acquisition,~~refinery, we entered into a crude supply agreement with ~~ExxonMobil~~Exxon Mobil Oil Corporation (“ExxonMobil”) for up to ~~deliver~~approximately 60,000 bpd of crude oil tothat can be processed at our Torrance refinery. In February 2023, ExxonMobil assigned its interest in this crude supply agreement to Green Gate San Ardo LLC. We currently purchase all of our crude and feedstock needs independently from a variety of suppliers on the spot market or through term agreements for our Delaware City and Toledo refineries.

We currently have various crude supply agreements with terms through 2025 with Shell Oil Products for approximately 145,000 bpd, in the aggregate, to support our West Coast and Mid-Continent refinery operations. In addition, we have certain offtake agreements for our West Coast system with the same counterparty for clean products with varying terms up to 15 years.

Inventory Intermediation ~~Agreements~~Agreement

On ~~May 4, 2017~~October 25, 2021, PBF Holding and ~~September 8, 2017, we~~its subsidiaries, Delaware City Refining Company LLC (“DCR”), Paulsboro Refining Company LLC (“PRC”) and ~~our subsidiaries, DCR and PRC,~~Chalmette Refining, L.L.C (“Chalmette Refining”) (collectively, the “PBF Entities”), entered into ~~amendments to~~ the ~~A&R~~Third Inventory Intermediation ~~Agreements~~Agreement with J. Aron, pursuant to which ~~certain~~the terms of the ~~existing~~previous inventory intermediation agreements were amended and restated in their entirety, including, among other things, pricing and an extension of ~~the~~ terms. ~~As a result of the amendments (i) the A&R~~The Third Inventory Intermediation Agreement ~~by and among J. Aron, us and PRC relating to the Paulsboro refinery~~ extends the term to December 31, ~~2019,~~2024, which term may be further extended by mutual consent of the parties to December 31, ~~2020 and (ii)~~2025. If not extended or replaced, at expiration, we will be required to repurchase the ~~A&R~~inventories outstanding under the Third Inventory Intermediation Agreement at that time. On May 25, 2022, the PBF Entities entered into an amendment of the Third Inventory Intermediation Agreement to amend certain provisions thereof that related to and were impacted by ~~and among~~amendments made on May 25, 2022 to the Revolving Credit Agreement.

At March 31, 2023, the last-in, first-out (“LIFO”) carrying value of the J. Aron ~~us and DCR relating to the Delaware City refinery extends the term to July 1, 2019, which term may be further extended by mutual consent of the parties to July 1, 2020.~~

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

~~At September 30, 2017, the LIFO value of intermediates and finished products owned by J. Aron~~ included within ~~inventory on~~Inventories in our ~~balance sheet~~Condensed Consolidated Balance Sheets was ~~$343.9~~$239.8 million. We accrue a corresponding liability for such crude oil, intermediates and finished products.

~~Off-Balance Sheet Arrangements and Contractual Obligations and Commitments~~Distributions

We ~~have no off-balance sheet arrangements as~~make, from time to time, distributions to PBF LLC, if necessary, in order for PBF LLC to make pro rata distributions to its members, including PBF Energy, necessary to fund in excess of ~~September 30, 2017, other than outstanding letters of credit in the amount of approximately $326.8 million and operating leases.~~

~~Distribution Policy~~one year’s cash dividend payments by PBF Energy.

On ~~November 2, 2017~~May 5, 2023, PBF Energy, ~~PBF Holding’s~~our indirect parent, announced a dividend of ~~$0.30~~$0.20 per share on its outstanding Class A common stock. The dividend is payable on ~~November 29, 2017~~May 31, 2023 to PBF Energy Class A common stockholders of record at the close of business on ~~November 13, 2017.~~May 17, 2023. If necessary, ~~PBF Holding~~we will make a distribution of up to approximately ~~$34.2~~$25.4 million to PBF LLC, which in turn will make pro-rata distributions of ~~$0.30~~$0.20 per unit to its members, including PBF Energy. PBF Energy will then use this distribution to fund the dividend payments to the stockholders of PBF Energy.

As of September 30, 2017, we had $1,173.5 million of unused borrowing availability, which includes our cash and cash equivalents of $241.7 million, under the Revolving Loan to fund our operations, if necessary. Accordingly, as of September 30, 2017,In cases when there ~~was~~is sufficient cash and cash equivalents and borrowing capacity, under our credit facilities available to make distributions to PBF LLC, in order for PBF LLC, if necessary, to make pro rata distributions to its members, including PBF Energy, necessary to fund in excess of one year’s cash dividend payments by PBF Energy.

~~Since, as described above, there was sufficient cash and cash equivalents and borrowing capacity as of September 30, 2017,~~ we ~~would have been~~are permitted under our debt agreements to make these distributions; however, our ability to continue to comply with our debt covenants is, to a significant degree, subject to our operating results, which are dependent on a number of factors outside of our control. ~~We believe our~~

Supplemental Guarantor Financial Information

As of March 31, 2023, PBF Services Company LLC, DCR, PBF Power Marketing LLC, PRC, Toledo Refining Company LLC, Chalmette Refining, PBF Western Region LLC, Torrance Refining Company LLC (“Torrance Refining”), Martinez Refining Company LLC (“MRC”), PBF International Inc. and ~~our subsidiaries’ available cash~~PBF Investments LLC are 100% owned subsidiaries of PBF Holding and ~~cash equivalents, other sources~~serve as guarantors of ~~liquidity~~the obligations under the 7.25% senior unsecured notes due 2025 (the “2025 Senior Notes”) and the 6.00% senior unsecured notes due 2028 (the “2028 Senior Notes”). These guarantees are full and unconditional and joint and several. PBF Holding serves as the “Issuer”. The indentures dated May 30, 2017 and January 24, 2020, among PBF Holding, PBF Finance, the guarantors party thereto, Wilmington Trust, National Association, as trustee and Deutsche Bank Trust Company Americans, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent, govern subsidiaries designated as “Guarantor Subsidiaries”. PBF Ltd, PBF Transportation Company LLC, PBF Rail Logistics Company LLC, MOEM Pipeline LLC, Collins Pipeline Company, T&M Terminal Company, Torrance Basin Pipeline Company LLC, Torrance Logistics Company LLC, Torrance Pipeline Company LLC, Martinez Terminal Company LLC, Martinez Pipeline Company LLC and PBFWR Logistics Holdings LLC are consolidated subsidiaries of the Company that are not guarantors of the 2025 Senior Notes and 2028 Senior Notes. The 2025 Senior Notes and 2028 Senior Notes were co-issued by PBF Finance. For purposes of the

following information, PBF Finance is referred to ~~operate our business~~as “Co-Issuer.” The Co-Issuer has no independent assets or operations.

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


Summarized Balance Sheets (in millions)	March 31, 2023		December 31, 2022
ASSETS
Current assets (1)	$	5,600.0	$	6,252.0
Non-current assets	6,537.0		6,283.0
Due from non-guarantor subsidiaries	19,897.0		19,487.0

LIABILITIES AND EQUITY
Current liabilities (1)	$	4,322.0	$	4,569.0
Long-term liabilities	2,608.0		2,634.0
Due to non-guarantor subsidiaries	19,838.0		19,394.0

(1) Includes $7.9 million and $38.2 million of accounts receivable and accounts payable, respectively, related to transactions with PBFX as of March 31, 2023. Includes $6.3 million and $38.2 million of accounts receivable and accounts payable, respectively, related to transactions with PBFX as of December 31, 2022. Refer to “Note 6 - Related Party Transactions” of our Notes to Condensed Consolidated Financial Statements for further information.


	Three Months Ended March 31,
Summarized Statements of Operations (in millions)		2023		2022
Revenues		$	9,191.6	$	9,023.9
Cost of sales		8,247.3		8,111.8
Gross margin		944.3		912.1
Income from operations		903.7		811.1

Net income		889.4		691.1
Net income attributable to PBF Holding Company LLC		889.2		692.2

Non-guarantor intercompany sales with the Issuer and Guarantor subsidiaries		$	422.2	$	736.1
Non-guarantor intercompany cost of sales with the Issuer and Guarantor subsidiaries		2.3		27.0
Affiliate revenues related to transactions with PBFX (1)		4.0		4.0
Affiliate expenses related to transactions with PBFX (1)		89.0		76.0
(1) Refer to “Note 6 - Related Party Transactions” of our Notes to Condensed Consolidated Financial Statements for further information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Commodity Price Risk

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

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

At ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016,~~2022, we had gross open commodity derivative contracts representing ~~45.7~~33.4 million barrels and ~~8.8~~30.1 million barrels, respectively, with an unrealized net gain of $28.4 million and unrealized net loss of ~~$5.0 million and $3.5~~$13.9 million, respectively. The open commodity derivative contracts as of ~~September 30, 2017~~March 31, 2023 expire at various times during ~~2017~~2023 and ~~2018.~~2024.

We carry inventories of crude oil, intermediates and refined products (“hydrocarbon inventories”) on our ~~balance sheet,~~Condensed Consolidated Balance Sheets, the values of which are subject to fluctuations in market prices. Our hydrocarbon inventories totaled approximately ~~35.1~~33.9 million barrels and ~~29.4~~32.8 million barrels at ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016,~~2022, respectively. The average cost of our hydrocarbon inventories was approximately ~~$77.17~~$80.09 and ~~$80.50~~$80.04 per barrel on a LIFO basis at ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016, respectively, excluding~~2022, respectively. At March 31, 2023 and December 31, 2022, the ~~impact~~replacement value of ~~LCM~~ inventory ~~adjustments of approximately $498.0 million and $596.0 million, respectively.~~exceeded the LIFO carrying value. If market prices of our inventory decline to a level below our average cost, we may be required to ~~further~~ write down the carrying value of our hydrocarbon inventories to market.

Our predominant variable operating cost is energy, which is comprised primarily of natural gas and electricity. We are therefore sensitive to movements in natural gas prices. Assuming normal operating conditions, we ~~annually consume a total of approximately 68~~expect our annual consumption to range from 75 million to 95 million MMBTUs of natural gas amongst our ~~five refineries as of September 30, 2017.~~six refineries. Accordingly, a $1.00 per MMBTU change in natural gas prices would increase or decrease our natural gas costs by approximately ~~$68.0~~$75.0 million to $95.0 million.

Compliance Program Price Risk

We are exposed to market risks related to our obligations to buy and the volatility in the price of credits needed to comply with various governmental and regulatory compliance programs, which includes RINs, required to comply with the RFS. Our overall RINs obligation is based on a percentage of our domestic shipments of on-road fuels as established by ~~the EPA.~~Environmental Protection Agency. To the degree we are unable to blend the required amount of biofuels to satisfy our RINs obligation, we must purchase RINs on the open market. To mitigate the impact of ~~this~~the market risk relating to our obligations on our results of operations and cash flows, we may elect to purchase RINs ~~when the price~~or other environmental credits as part of ~~these instruments is deemed favorable.~~our liability management strategy.

In addition, we are exposed to risks associated with complying with federal and state legislative and regulatory measures to address ~~greenhouse gas~~GHG and other emissions. Requirements to reduce emissions could result in increased costs to operate and maintain our facilities as well as implement and manage new emission controls and programs put in place. Compliance with such emission standards may require the purchase of emission credits or similar instruments.

Certain of these compliance contracts or instruments qualify as derivative instruments. For ~~example, AB32 in California requires~~certain of these contracts, we elect the ~~state to reduce its GHG emissions to 1990 levels by 2020.~~normal purchase normal sale exception under Accounting Standards Codification 815, Derivatives and Hedging, for such instruments, and therefore do not record these contracts at their fair value.

Interest Rate Risk

~~The~~Currently, the maximum ~~availability~~commitment under our Revolving ~~Loan~~Credit Facility is ~~$2.64~~$2.85 billion. Borrowings under the Revolving ~~Loan~~Credit Facility bear interest either at the Alternative Base Rate plus the Applicable Margin or at ~~Adjusted LIBOR~~the Term SOFR plus the Applicable Margin, all as defined in the Revolving ~~Loan.~~Credit Agreement. At March 31, 2023, we had no outstanding balance in variable interest debt. If this facility was fully drawn, a 1.0% change in the interest rate would increase or decrease our interest expense by approximately ~~$26.4~~$17.7 million annually.

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

We also have interest rate exposure in connection with our ~~A&R~~Third Inventory Intermediation ~~Agreements~~Agreement 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. UnderWe conducted evaluations under the supervision and with the participation of our management, including ~~PBF Holding’s~~our principal executive officer and ~~the~~ principal financial officer, ~~we have evaluated~~of the effectiveness of our ~~system of~~ disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of ~~1934)~~1934 as amended (the “Exchange Act”)) as of ~~September 30, 2017.~~March 31, 2023. Based ~~on that evaluation, PBF Holding’s~~upon these evaluations, as required by Exchange Act Rule 13a-15(b), the principal executive officer and ~~the~~ principal financial officer ~~have~~ concluded that ~~PBF Holding’s~~our disclosure controls and procedures are effective as of ~~September 30, 2017.~~March 31, 2023.

Changes in Internal Control Over Financial Reporting

~~Management~~There has ~~not identified any changes~~been no change in ~~PBF Holding’s~~our internal controls over financial reporting during the quarter ended ~~September 30, 2017~~March 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On July 24, 2013, the Delaware Department of Natural Resources and Environmental Control (“DNREC”) issued a Notice of Administrative Penalty Assessment and Secretary’s Order to Delaware City Refining for alleged air emission violations that occurred during the re-start of the refinery in 2011 and subsequent to the re-start. The penalty assessment seeks $460,200 in penalties and $69,030 in cost recovery for DNREC’s expenses associated with investigation of the incidents. We dispute the amount of the penalty assessment and allegations made in the order, and are in discussions with DNREC to resolve the assessment. It is possible that DNREC will assess a penalty in this matter but any such amount is not expected to be material to us.

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

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

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

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

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

On February 3, 2011, the EPA sent a request for information pursuant to Section 114 of the Clean Air Act to the Paulsboro refinery with respect to compliance with EPA standards governing flaring. On July 13, 2017 the U.S. Department of Justice filed with the Court the motion to enter the consent decree. On September 19, 2017, the Court approved the consent decree and in connection therewith the Paulsboro refinery has paid a penalty of $0.2 million.

In connection with the acquisition of the Torrance refinery and related logistics assets, we assumed certain pre-existing environmental liabilities related to certain environmental remediation obligations to address existing soil and groundwater contamination and monitoring activities, which reflect the estimated cost of the remediation obligations. In addition, in connection with the acquisition of the Torrance refinery and related logistics assets, we purchased a ~~ten year,~~ten-year, $100.0 million environmental insurance policy to insure against unknown environmental liabilities. ~~Furthermore, in connection with~~

On April 17, 2019, we received a Notice of Violation (“NOV”) from 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 ownership, including the Southern CaliforniaSouth Coast Air Quality Management District (“SCAQMD”) ~~and the Division~~relating to Title V deviations alleged to have occurred in second half of ~~Occupational Safety and Health of the State of California (“Cal/OSHA”). Following the closing of the acquisition, further NOVs were issued by~~2018. In May 2022, the SCAQMD ~~Cal/OSHA,~~requested that we present a settlement proposal to resolve the City of Torrance, and the Torrance Fire Department. No settlement or penalty demand in excess of $0.1 million has been made or received with respect to these notices. It is reasonably possible that SCAQMD, Cal/OSHA and/or the City of Torrance will assess penalties in the other matters in excess of $0.1 million but any such amount is not expected to be material to us, individually or in the aggregate.

~~On September 2, 2011, prior to our ownership of the Chalmette refinery, the plaintiff in~~ ~~Vincent Caruso, et al. v. Chalmette Refining, L.L.C.~~, filed an action on behalf of himself and other Louisiana residents who live or own property in St. Bernard Parish and Orleans Parish and whose property was allegedly contaminated and who allegedly suffered any personal or property damages as a result of an emission of spent catalyst, sulfur dioxide and hydrogen sulfide from the Chalmette refinery on September 6, 2010. Plaintiffs claim to have suffered injuries, symptoms, and property damage as a result of the release. Plaintiffs seek to recover unspecified damages, interest and costs. In August 2015, there was a mini-trial for four plaintiffs for property damage relating to home and vehicle cleaning. On April 12, 2016, the trial court rendered judgment limiting damages ranging from $100 to $500 for home cleaning and $25 to $75 for vehicle cleaning to the four plaintiffs. The trial court found Chalmette Refining and co-defendant Eaton Corporation (“Eaton”), to be solidarily liable for the damages. Chalmette Refining and Eaton filed an appeal in August 2016 of the judgment on the mini-trial.NOV. On June ~~28, 2017,~~16, 2022, we presented a settlement offer of $456,820 to settle the ~~appellate court unanimously reversed the judgment awarding damages to the plaintiffs.~~NOV. On July 12, 2017, the plaintiffs filed for a rehearing of the appellate court judgment, which was denied on July 31, 2017. As a result of the appellate court’s judgment, the potential amount of the claims is not determinable. Depending upon the ultimate class size and the nature of the claims, the outcome may have a material adverse effect on our financial position, results of operations, or cash flows.

~~On February 14, 2017, the plaintiff in~~ ~~Adam Trotter v. ExxonMobil Corp~~., ExxonMobil Oil Corp., ExxonMobil Refining and Supply Company, et. al., filed a civil action against us in the Superior Court of the State of California, County of Los Angeles, Southwest District, claiming public nuisance, battery, a violation of civil rights under 42 U.S.C. §1983, intentional infliction of emotional distress, negligence and strict liability in tort and injuries and symptoms resulting from the February 18, 2015 electrostatic precipitator (“ESP”) explosion at the Torrance Refinery which was then owned and operated by Exxon. The City of Torrance and22, 2022, the SCAQMD ~~are also named as defendants in~~presented a counter proposal of $1.2 million. On August 25, 2022, we presented a counter proposal of $736,845. On December 15, 2022, the ~~lawsuit.~~SCAQMD accepted our counter proposal. On ~~September 29, 2017,~~March 13, 2023, the ~~court granted our motion to dismiss as well as~~parties executed 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.settlement agreement.

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

~~Company LLC~~ and the manager of our Torrance refinery along with ~~Exxon Mobil Corporation~~ExxonMobil were named as defendants in a class action and representative action complaint filed on behalf of Arnold Goldstein, John Covas, Gisela Janette La Bella and others similarly situated. The complaint was filed in the Superior Court of the State of California, County of Los Angeles and alleges negligence, strict liability, ~~ultrahazardous~~ultra-hazardous activity, a continuing private nuisance, a permanent private nuisance, a continuing public nuisance, a permanent public nuisance and trespass resulting from the February 18, 2015 electrostatic precipitator (“ESP”) explosion at the Torrance refinery which was then owned and operated by ~~Exxon.~~ExxonMobil. The operation of the Torrance refinery by the PBF entities subsequent to our acquisition in July 2016 is also referenced in the complaint. To the extent that plaintiffs’ claims relate to the ESP explosion, ~~Exxon has~~ExxonMobil retained responsibility for any liabilities that would arise from the lawsuit pursuant to the agreement relating to the acquisition of the Torrance refinery. ~~This matter is~~On July 2, 2018, the Court granted leave to plaintiffs to file a Second Amended Complaint alleging groundwater contamination. With the filing of the Second Amended Complaint, plaintiffs added an additional plaintiff, Hany Youssef. On October 15, 2019, the judge granted certification to two limited classes of property owners with Youssef as the sole class representative and named plaintiff, rejecting two other proposed subclasses based on negligence and on strict liability for ultrahazardous activities. The certified subclasses relate to trespass claims for ground contamination and nuisance for air emissions. On February 5, 2021, our motion for Limited Extension of Discovery Cut-Off and a Motion by plaintiffs for Leave to File Third Amended Complaint were heard by the Court. On May 5, 2021, the Court granted plaintiffs leave to amend their complaint for the third time to substitute Navarro for Youssef. On May 12, 2021, plaintiffs filed their Third Amended Complaint (“TAC”) that contained significant changes and new claims, including individual claims, that were not included in the ~~initial stages~~motion for leave to amend plaintiffs presented to the Court. On June 9, 2021, we filed a Motion to Dismiss/Strike the TAC. On June 23, 2021, plaintiffs filed their opposition to our Motion to Dismiss/Strike, to which we filed our reply on July 2, 2021. A hearing on the Motion to Dismiss/Strike the TAC was held on August 2, 2021 and the Court ordered that the TAC be struck and that the parties meet and confer with respect to the complaint. After meeting and conferring, plaintiffs agreed to submit a corrected TAC with changes reflecting the removal of ~~discovery~~Youssef and the substitution of Navarro as the named Plaintiff. On August 23, 2021, the Court approved the parties’ stipulation to take Navarro’s deposition on September 23, 2021. Also, on August 23, 2021, the Court approved the parties’ stipulation to continue the pretrial dates with the new deadlines. On October 8, 2021, plaintiffs filed their Motion to Appoint Navarro as Class Representative. On October 29, 2021, we ~~cannot~~filed our opposition to this motion. On November 15, 2021, plaintiffs filed their reply. On February 8, 2022, the Court held a hearing on plaintiff’s Motion to Appoint Navarro as Class Representative but did not act on the motion. Instead, the Court ordered the parties to submit draft orders for the Court’s consideration. After considering the parties’ proposed orders, on July 5, 2022, the Court issued a final order ruling that Plaintiffs’ Motion to Substitute Navarro as

Class Representative was denied and decertifying both of Plaintiffs’ proposed Air and Ground Subclasses. The order provided that the case will proceed with Navarro as the sole plaintiff and required the parties to meet and confer and propose a schedule for the remaining pretrial dates and a trial date. On July 19, 2022, Plaintiff filed a petition with the Ninth Circuit Court of Appeals seeking permission to appeal the District Court’s decertification order finding that Navarro is an inadequate class representative. Our answer to the petition was filed on July 29, 2022. On September 22, 2022, the Ninth Circuit issued an order denying Plaintiffs’ petition for permission to file an interlocutory appeal, confirming that the case will proceed with Navarro as the sole plaintiff. On September 27, 2022, the Plaintiff filed a schedule of pretrial and trial dates with a trial date of July 18, 2023, which was approved by the Court. On January 13, 2023, the Defendants filed a motion for judgment on the pleadings. On January 23, 2023, the Plaintiff filed its opposition to the Defendants’ motion. Defendants’ reply to Plaintiff’s opposition was filed on January 30, 2023. Defendants’ motion was scheduled to be heard by the Court on February 13, 2023. On February 27, 2023, the Court issued an order granting our motion for judgment on the pleadings and dismissed Plaintiff’s trespass claim with prejudice and granted Plaintiff leave to amend his nuisance claims in conformity with the order if he can do so consistent with Rule 11 of the Federal Rules of Civil Procedures. On March 27, 2023, Plaintiff filed a Fourth Amended Complaint (“FAC”) relating to the remaining nuisance claims. On April 7, 2023, we responded to the FAC by filing a motion to dismiss for Plaintiff’s failure to establish standing to bring the nuisance claims. On April 17, 2023, Plaintiff filed its opposition to our motion. On April 24, 2023, we filed our reply to Plaintiff’s opposition. A hearing on our motion was scheduled for May 8, 2023 but, on May 2, 2023, the Court took the hearing on the motion off calendar. The Court may set a new hearing date if it decides that oral arguments are necessary. We presently believe the outcome of this litigation will not have a material impact on our financial position, results of operations, or cash flows.

On September 7, 2021, MRC filed a Verified Petition for Writ of Mandate and Complaint for Declaratory and Injunctive Relief against the Bay Area Air Quality Management District (“BAAQMD”) requesting the Court to declare as invalid, unenforceable, and ultra vires the BAAMQD’s July 21, 2021, adoption of amendments to Regulation 6-5: Particulate Emissions from Refinery Fluidized Catalytic Cracking Units - 2021 Amendment (“Rule 6-5 Amendment”). MRC is also seeking a writ of mandate ordering the BAAQMD to vacate and rescind the adoption of the Rule 6-5 Amendment, as well as appropriate declaratory relief, injunctive relief, and reasonable costs incurred by MRC to bring this Petition/Complaint. In the Petition/Complaint MRC alleges that: its feasible alternative Particulate Matter (“PM”) reduction proposal that would achieve significant PM reductions while avoiding the significant costs and environmental impacts of the BAAQMD’s adopted PM limit, was improperly removed from consideration and not presented to the BAAQMD Board when the Rule 6-5 Amendment was adopted with the current PM standard; when adopting the Rule 6-5 Amendment, the BAAQMD flagrantly ignored numerous mandatory requirements of the California Environmental Quality Act (“CEQA”) and the California Health and Safety Code; the BAAQMD’s adoption of the Rule 6-5 Amendment also violated California common law; and these failings render the Rule 6-5 Amendment ultra vires, illegal, and unenforceable. We held mandatory settlement conferences with the BAAQMD on October 27, 2021 and December 15, 2021. On December 9, 2022, we filed a Motion to Augment/Correct the Administrative Record regarding various documents that the BAAQMD is currently ~~estimate~~withholding and do not plan to include in the ~~amount~~administrative record. On December 30, 2022, the BAAQMD filed its opposition to our motion. On January 12, 2023, we filed our reply to the BAAQMD’s opposition. The hearing on our motion was held on February 2, 2023. At the hearing, although the Court partially denied our motion concerning documents where the BAAQMD asserted the attorney client privilege, the Court held that CEQA places a heavy burden on the BAAQMD in justifying withholding documents based on the deliberative privilege. At the Court’s request, the parties agreed to a process whereby they jointly identified approximately 50 of the withheld/redacted documents for the Court to review. The Court ruled on those documents on February 22, 2023, ordering full disclosure of two types of documents related to the BAAQMD’s cost-estimates for the rule. In compliance with the Court’s order, in March 2023, the BAAQMD produced additional or less-redacted versions of previously produced documents. On March 27, 2023, the ~~timing of its resolution.~~Court entered a stipulation establishing the schedule going forward with the bench trial currently scheduled for September 20, 2023. We presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows.

~~On February 15, 2017, we received another notification~~

The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), also known as “Superfund,” imposes liability, without regard to fault or the legality of the original conduct, on certain classes of persons who are considered to be responsible for the release of a “hazardous substance” into the environment. These persons include the current or former owner or operator of the disposal site or sites where the release occurred and companies that ~~EPA records indicated that we used potentially invalid RINs that were in fact verified under~~disposed of or arranged for the ~~EPA’s RIN Quality Assurance Program (“QAP”) by an independent auditor as QAP A RINs.~~disposal of the hazardous substances. Under the regulations use of potentially invalid QAP A RINs provided the user with an affirmative defense from civil penalties provided certain conditions are met. We have asserted the affirmative defense and if accepted by the EPA will not be required to replace these RINs and will notCERCLA, such persons may be subject to ~~civil penalties under~~joint and several liability for investigation and the ~~program.~~costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. As discussed more fully above, certain of our sites are subject to these laws and we may be held liable for investigation and remediation costs or claims for natural resource damages. It is ~~reasonably possible~~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.

As the ~~EPA will not accept our defense and may assess penalties in these~~ultimate outcomes of the pending matters discussed above are uncertain, we cannot currently estimate the final amount or timing of their resolution but any such amount is not expected to have a material impact on our financial position, results of operations, or cash ~~flows.~~flows, individually or in the aggregate.

Item 6. Exhibits

The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this report and such Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX


Exhibit Number						Description

~~Exhibit~~ ~~Number~~2.2						~~Description~~Subscription Agreement by and between PBF Energy Company LLC and Eni Sustainable Mobility S.p.A, dated as of February 16, 2023. (incorporated by reference to Exhibit 2.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated February 23, 2023 (File No. 001-35764)).

~~10.1~~10.1††						~~Amendment to the Inventory Intermediation~~Employment Agreement dated as of ~~September 8, 2017, among J. Aron & Company,~~February 20, 2023 between Karen B. Davis and PBF ~~Holding Company LLC and Paulsboro Refining Company~~Investments LLC (incorporated by reference to Exhibit 10.1 offiled with PBF Energy Inc.~~’s Current Report~~'s current report on ~~Form 8-K/A~~form 8-K dated February 15, 2023 (File No. 001-35764) ~~filed on September 18, 2017)~~).

~~10.2~~10.2†						~~Amendment to the Inventory Intermediation~~Form of 2023 Executive Restricted Stock 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 offiled with PBF Energy Inc.~~’s Current Report~~'s current report on ~~Form 8-K/A~~form 8-K dated February 15, 2023 (File No. 001-35764) ~~filed on September 18, 2017)~~).)

22.1*						List of Guarantor Subsidiaries

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,~~Karen B. Davis, 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,~~Karen B. Davis, 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						Inline XBRL Instance Document.

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

——————————



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

Signatures

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

PBF Holding Company LLC

Date:

May 10, 2023

~~PBF Holding Company LLC~~

By:

/s/ Karen B. Davis

~~Date~~

~~November 7, 2017~~

~~By:~~

~~/s/ Erik Young~~

~~Erik Young~~
Karen B. Davis
Senior Vice President, Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)

PBF Finance Corporation

~~Date~~

~~November 7, 2017~~

~~By:~~

~~/s/ Erik Young~~

Date:

May 10, 2023

By:

~~Erik Young~~
/s/ Karen B. Davis

Karen B. Davis
Senior Vice President, Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)

~~EXHIBIT INDEX~~



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

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

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

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

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

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

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

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

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

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

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

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

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

~~——————————~~



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


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

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



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



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


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



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

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

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

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

Commitments and contingencies (Note 9)

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



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

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

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

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



	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



	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	)



~~DELAWARE~~



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



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



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



	As of December 31, 2016
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
	Level 1		Level 2		Level 3		Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
Assets:
Money market funds	$	342,837	$	—	$	—	$	342,837	N/A		$	342,837
Commodity contracts	948		35		—		983		(983	)	—
Derivatives included with inventory intermediation agreement obligations	—		6,058		—		6,058		—		6,058
Liabilities:
Commodity contracts	859		3,548		84		4,491		(983	)	3,508
Catalyst lease obligations	—		45,969		—		45,969		—		45,969



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

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

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


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

Commitments and contingencies (Note 9)

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



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

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

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

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

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

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



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

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

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

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

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

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



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