10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended: June 30, 2014

Or

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

For the transition period from             to             

Commission File Number: 333-186007

Commission File Number: 333-186007-07

PBF HOLDING COMPANY LLC

PBF FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE DELAWARE	27-2198168 45-2685067
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Sylvan Way, Second Floor Parsippany, New Jersey	07054
(Address of principal executive offices)	(Zip Code)

(973) 455-7500

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

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

PBF Holding Company LLC has no common stock outstanding. As of August 11, 2014, 100% of the membership interests of PBF Holding Company LLC were owned by PBF Energy Company LLC, and PBF Finance Corporation had 100 shares of common stock outstanding, all of which were held by PBF Holding Company LLC.

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

PBF HOLDING COMPANY LLC

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

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS			3
PART I – FINANCIAL INFORMATION
	ITEM 1.	Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013	5
		Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2014 and 2013	6
		Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2014 and 2013	7
		Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013	8
		Notes to Condensed Consolidated Financial Statements	9
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	49
	ITEM 4.	Controls and Procedures	50
PART II – OTHER INFORMATION
	ITEM 1.	Legal Proceedings	51
	ITEM 1A.	Risk Factors	51
	ITEM 6.	Exhibits	53
SIGNATURES			55

Explanatory Note

This Form 10-Q is filed by PBF Holding Company LLC (“PBF Holding”) and PBF Finance Corporation ("PBF Finance"). PBF Finance is a wholly-owned subsidiary of PBF Holding. PBF Holding is a wholly-owned subsidiary of PBF Energy Company LLC ("PBF LLC") and is the parent company for PBF LLC's refinery operating subsidiaries. PBF Holding is an indirect subsidiary of PBF Energy Inc. ("PBF Energy"), which is the sole managing member of, and owner of an equity interest representing approximately 90.5% of the outstanding economic interest in, PBF LLC. PBF Holding, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. Prior periodic filings of PBF Holding and PBF Finance with the U.S. Securities and Exchange Commission ("SEC") for the periods March 31, 2013 through March 31, 2014 reflect a combined Form 10-Q and 10-K with PBF Energy.  As of June 30, 2014, PBF Holding and PBF Finance will file periodic SEC filings separately from PBF Energy due to the change in the corporate structure related to the initial public offering of PBF Logistics LP ("PBFX"), a subsidiary of PBF LLC, and an affiliate of PBF Holding.

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

Important factors that could cause actual results to differ materially from our expectations, which we refer to as “cautionary statements,” are disclosed under “Item 1A. Risk Factors”, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Form 10-Q and the Annual Report on Form 10-K for the year ended December 31, 2013 of PBF Holding Company LLC and PBF Finance Corporation, which we refer to as our 2013 Annual Report on Form 10-K, and in our other filings with the SEC. All forward-looking information in this Quarterly Report on Form 10-Q and subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:

• supply, demand, prices and other market conditions for our products;

•the effects of competition in our markets;

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

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

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

•our substantial indebtedness;

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

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

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

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

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

•our expectations and timing with respect to our capital improvement and turnaround projects including the development and expansion of our Delaware City crude unloading facilities and status of an air permit to transfer crude through the refinery's dock;

3

•the impact of disruptions to crude or feedstock supply to any of our refineries, including disruptions due

to problems at PBFX with third party logistics infrastructure or operations, including pipeline and rail transportation;

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

•adverse impacts related to any change by the federal government in the restrictions on exporting U.S. crude oil including relaxing limitations on the export of certain types of crude oil or condensates or the lifting of the ban entirely;

•market risks related to the volatility in the price of Renewable Identification Numbers ("RINS") required to comply with the Renewable Fuel Standards;

•adverse impacts from changes in our regulatory environment or actions taken by environmental interest groups;

•any decisions we make with respect to our energy-related logistical assets that may be contributed to PBFX; and

•the impact of the initial public offering of PBFX and our related commercial agreements on our relationships with our employees, customers and vendors and our credit rating and cost of funds.

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

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

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

	June 30, 2014			December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	313,370		$	76,970
Accounts receivable	713,226			596,647
Accounts receivable - affiliate	3,997			—
Inventories	1,711,851			1,445,517
Prepaid expense and other current assets	61,715			55,843
Total current assets	2,804,159			2,174,977
Property, plant and equipment, net	1,788,884			1,781,589
Deferred charges and other assets, net	284,143			262,479
Total assets	$	4,877,186		$	4,219,045
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	339,185		$	402,293
Accounts payable - affiliate	7,782			—
Accrued expenses	1,496,834			1,210,945
Current portion of long-term debt	13,009			12,029
Deferred revenue	6,134			7,766
Total current liabilities	1,862,944			1,633,033
Delaware Economic Development Authority loan	12,000			12,000
Long-term debt	720,637			723,547
Intercompany notes payable	88,403			31,835
Other long-term liabilities	54,947			46,477
Total liabilities	2,738,931			2,446,892
Commitments and contingencies (Note 9)
Equity:
Member's equity	1,231,236			933,164
Retained earnings	921,013			853,527
Accumulated other comprehensive loss	(13,994		)	(14,538		)
Total equity	2,138,255			1,772,153
Total liabilities and equity	$	4,877,186		$	4,219,045

See notes to condensed consolidated financial statements.

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PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands)

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2014			2013			2014			2013
Revenues	$	5,301,709		$	4,678,293		$	10,048,152		$	9,476,141
Costs and expenses:
Cost of sales, excluding depreciation	4,943,238			4,295,979			9,090,922			8,731,081
Operating expenses, excluding depreciation	209,781			202,583			478,680			408,599
General and administrative expenses	32,095			19,141			68,719			49,235
Loss (gain) on sale of assets	6			—			(180		)	—
Depreciation and amortization expense	34,516			27,563			67,731			54,093
	5,219,636			4,545,266			9,705,872			9,243,008
Income from operations	82,073			133,027			342,280			233,133
Other income (expense)
Change in fair value of catalyst leases	(2,338		)	6,820			(4,339		)	5,481
Interest expense, net	(26,217		)	(21,738		)	(51,673		)	(43,349		)
Net income	$	53,518		$	118,109		$	286,268		$	195,265

See notes to condensed consolidated financial statements.

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PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited, in thousands)

	Three Months Ended   June 30,					Six Months Ended   June 30,
	2014		2013			2014		2013
Net income	$	53,518	$	118,109		$	286,268	$	195,265
Other comprehensive income (loss):
Unrealized gain on available for sale      securities	66		(6		)	95		(6		)
Net gain (loss) on pension and other      postretirement benefits	232		324			449		216
Total other comprehensive income (loss)	298		318			544		210
Comprehensive income	$	53,816	$	118,427		$	286,812	$	195,475

See notes to condensed consolidated financial statements.

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PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

	Six Months Ended   June 30,
	2014			2013
Cash flows from operating activities:
Net income	$	286,268		$	195,265
Adjustments to reconcile net income to net cash provided by (used in) operations:
Depreciation and amortization	71,218			57,353
Stock-based compensation	2,728			1,977
Change in fair value of catalyst lease obligations	4,339			(5,481		)
Non-cash change in inventory repurchase obligations	(7,973		)	(17,377		)
Pension and other post retirement benefit costs	10,538			8,472
Gain on disposition of property, plant and equipment	(180		)	—
Changes in current assets and current liabilities:
Accounts receivable	(116,579		)	(87,556		)
Due to/from affiliates	3,785			14,721
Inventories	(249,094		)	(183,038		)
Prepaid assets and other current assets	(5,872		)	(32,748		)
Accounts payable	(63,108		)	(132,490		)
Accrued expenses	282,067			195,311
Deferred revenue	(1,632		)	(26,594		)
Other assets and liabilities	(4,068		)	(8,366		)
Net cash provided by (used in) operations	212,437			(20,551		)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(122,628		)	(105,084		)
Expenditures for deferred turnaround costs	(39,424		)	(4,551		)
Expenditures for other assets	(8,202		)	(3,089		)
Proceeds from sale of assets	37,759			—
Net cash used in investing activities	(132,495		)	(112,724		)
Cash flows from financing activities:
Proceeds from members' capital contributions	328,664			—
Distributions to members	(218,782		)	(155,802		)
Proceeds from intercompany notes payable	55,994			31,632
Proceeds from Rail Facility revolver borrowings	8,225			—
Proceeds from revolver borrowings	395,000			160,000
Repayments of revolver borrowings	(410,000		)	(65,000		)
Payment of contingent consideration related to acquisition of Toledo refinery	—			(21,357		)
Deferred financing costs and other	(2,643		)	(1,259		)
Net cash provided by (used in) financing activities	156,458			(51,786		)
Net increase (decrease) in cash and cash equivalents	236,400			(185,061		)
Cash and equivalents, beginning of period	76,970			254,291
Cash and equivalents, end of period	$	313,370		$	69,230
Supplemental cash flow disclosures
Non-cash activities:
Conversion of Delaware Economic Development Authority loan to grant	$	—		$	4,000
Accrued construction in progress	28,302			3,300
Distribution of assets to PBF Energy Company LLC	30,906			—

See notes to condensed consolidated financial statements.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description of the Business

PBF Holding Company LLC ("PBF Holding"), a Delaware limited liability company, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. PBF Holding is a wholly-owned subsidiary of PBF Energy Company LLC ("PBF LLC"). PBF Energy Inc. ("PBF Energy") is the sole managing member of, and owner of an equity interest representing approximately 90.5% of the outstanding economic interest in, PBF LLC. PBF Finance Corporation ("PBF Finance") is a wholly-owned subsidiary of PBF Holding. Delaware City Refining Company LLC, Delaware Pipeline Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Paulsboro Natural Gas Pipeline Company LLC and Toledo Refining Company LLC are PBF Holding’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") of 15,812,500 common units. PBF Logistics GP LLC (“PBF GP”) serves as the general partner of PBFX. PBF GP is wholly-owned by PBF LLC. In connection with the PBFX Offering, PBF Holding distributed to PBF LLC, the assets and liabilities of certain crude oil terminaling assets, which were immediately contributed by PBF LLC to PBFX. The assets were previously owned and operated by PBF Holding’s subsidiaries, Delaware City Refining Company LLC and Toledo Refining Company LLC. The initial assets distributed consist of the Delaware City Rail Unloading Terminal (“DCR Rail Terminal”), which was part of PBF Holding’s Delaware City, Delaware refinery, and the Toledo Truck Unloading Terminal (“Toledo Truck Terminal” and together with DCR Rail Terminal, the “Contributed Assets”), which was part of PBF Holding’s Toledo, Ohio refinery. The Contributed Assets did not generate third party or intra-entity revenue prior to the PBFX Offering. The exchange for the Contributed Assets is described in the Contribution and Conveyance Agreement (refer to Note 8 "Related Party Transactions" of our Notes to Condensed Consolidated Financial Statements).

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

Basis of Presentation

The unaudited condensed consolidated financial information furnished herein reflects all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, considered necessary for a fair presentation of the financial position and the results of operations and cash flows of the Company for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These interim condensed consolidated financial statements should be read in conjunction with the financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2013 of PBF Holding Company LLC and PBF Finance Corporation. The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the full year.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"), which establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to be entitled to receive in

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

exchange for those goods or services and requires significantly enhanced revenue disclosures. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The standard is effective for interim and annual periods beginning after December 15, 2016 and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

2. INVENTORIES

Inventories consisted of the following:

June 30, 2014
	Titled Inventory		Inventory Supply and Offtake Arrangements		Total
Crude oil and feedstocks	$	739,095	$	101,756	$	840,851
Refined products and blendstocks	485,126		350,481		835,607
Warehouse stock and other	35,393		—		35,393
	$	1,259,614	$	452,237	$	1,711,851

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

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

At June 30, 2014 and December 31, 2013, the replacement value of inventories exceeded the LIFO carrying value by approximately $133,957 and $78,407, respectively.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

3. DEFERRED CHARGES AND OTHER ASSETS, NET

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

	June 30, 2014		December 31, 2013
Deferred turnaround costs, net	$	138,212	$	119,383
Catalyst	91,557		88,964
Deferred financing costs, net	25,267		26,541
Restricted cash	13,617		12,117
Linefill	9,667		9,636
Intangible assets, net	492		653
Other	5,331		5,185
	$	284,143	$	262,479

4. ACCRUED EXPENSES

Accrued expenses consisted of the following:

	June 30, 2014		December 31, 2013
Inventory-related accruals	$	859,836	533,012
Inventory supply and offtake arrangements	414,266		454,893
Accrued transportation costs	55,656		29,762
Excise and sales tax payable	35,605		42,814
Accrued salaries and benefits	31,300		10,799
Accrued construction in progress	28,302		33,747
Accrued interest	23,281		22,570
Accrued utilities	16,629		25,959
Customer deposits	11,150		23,621
Renewable energy credit obligations	3,946		15,955
Other	16,863		17,813
	$	1,496,834	$	1,210,945

The Company has the obligation to repurchase certain intermediates and finished products that are held in the Company’s refinery storage tanks in accordance with the Inventory Intermediation Agreements with J. Aron. A liability included in Inventory supply and offtake arrangements is recorded at market price for the J. Aron owned inventory held in the Company's storage tanks under the Inventory Intermediation Agreements, with any change in the market price being recorded in cost of sales. 

Prior to July 1, 2013, the Company had the obligation to repurchase certain intermediates and lube products under its products offtake agreements with Morgan Stanley Capital Group Inc. (“MSCG”) that were held in the Company’s refinery storage tanks in Delaware City and Paulsboro. These offtake agreements with MSCG terminated in July 2013. A liability included in Inventory supply and offtake arrangements was recorded at market price for the volumes held in storage consistent with the terms of the offtake agreements with any change in the market price recorded in cost of sales.  The liability represented the amount the Company expected to pay to repurchase the volumes held in storage. The Company recorded a non-cash benefit of $4,344 and $20,248 related to this liability for the three and six months ended June 30, 2013, respectively.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

The Company is subject to obligations to purchase Renewable Identification Numbers ("RINs") required to comply with the Renewable Fuels 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"). To the degree the Company is unable to blend the required amount of biofuels to satisfy our 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.

5. CREDIT FACILITY

Effective March 25, 2014, PBF Rail Logistics Company LLC (“PBF Rail”), an indirect wholly-owned subsidiary of PBF Holding, entered into a $250,000 secured revolving credit agreement (the “Rail Facility”) with a consortium of eleven lenders, including Credit Agricole Corporate & Investment Bank (“CA-CIB”) as Administrative Agent. The primary purpose of the Rail Facility is to fund the acquisition by PBF Rail of approximately two thousand coiled and insulated crude tank cars and approximately one thousand non-coiled and non-insulated general purpose crude tank cars (the "Eligible Railcars") before December 2015.

The amount advanced under the Rail Facility will equal 70% of the lesser of the aggregate Appraised Value of the Eligible Railcars, or the aggregate Purchase Price of such Eligible Railcars, as these terms are defined in the credit agreement. On the first anniversary of the closing, the advance rate will adjust automatically to 65%. The Rail Facility matures on March 31, 2016 and all outstanding advances must be repaid at that time. At any time prior to maturity PBF Rail may repay and re-borrow any advances without premium or penalty.

At PBF Rail's election, advances will bear interest at a rate per annum equal to one month LIBOR plus the Facility Margin for Eurodollar Loans, or the Corporate Base Rate plus the Facility Margin for Base Rate Loans (the Corporate Base Rate is equal to the higher of the prime rate as determined by CA-CIB, the Federal Funds Rate plus 50 basis points, or one month Libor plus 100 basis points), all as defined in the credit agreement. In addition, there is a commitment fee on the unused portion. Interest and fees are payable monthly.

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

At June 30, 2014, there was $8,225 outstanding under the Rail Facility.

6. INCOME TAXES

PBF Holding is a limited liability company treated as a "flow-through" entity for income tax purposes. Accordingly, there is no benefit or provision for federal or state income tax in the PBF Holding financial statements.

7. INTERCOMPANY NOTES PAYABLE

As of June 30, 2014, PBF Holding had outstanding notes payable with PBF Energy and PBF LLC for an aggregate principal amount of $88,403 ($31,835 as of December 31, 2013). The notes have an interest rate of 2.5% and a five year term but may be prepaid in whole or in part at any time, at the option of PBF Holding, without penalty or premium.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

8. RELATED PARTY TRANSACTIONS

In connection with the PBFX Offering, PBF Holding 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 services agreements with PBFX under which PBFX provides commercial transportation and terminaling services to the Company.

The agreements described below became effective on May 14, 2014, concurrent with the closing of the PBFX Offering.

Contribution and Conveyance Agreement

On May 8, 2014, PBFX, PBF GP, PBF Energy, PBF LLC, PBF Holding, Delaware City Refining Company LLC ("DCR"), Delaware City Terminaling Company LLC ("Delaware City Terminaling") and Toledo Refining Company LLC ("TRC") entered into the Contribution and Conveyance Agreement (the “Contribution Agreement”). The following transactions occurred pursuant to the Contribution Agreement:

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

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

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

Commercial Agreements

In connection with the PBFX Offering, PBF Holding entered into two long-term, fee-based agreements with PBFX (for rail and truck terminaling services), subject to minimum volume commitments. Under these agreements, PBFX provides various rail and truck terminaling services to PBF Holding and PBF Holding has committed to provide PBFX with minimum fees based on minimum monthly throughput volumes of crude oil. Each of these agreements terminate on the first December 31st following the seventh anniversary and may be extended, at PBF Holding's option, for up to two additional five-year terms. The fees under each of these agreements are indexed for inflation and any increase in our operating costs for providing such services to subsidiaries of PBF Energy.

Delaware City Rail Terminaling Services Agreement

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

13

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

For the three and six months ended June 30, 2014, PBF Holding paid PBFX $7,200 for fees related to the DCR Terminaling Agreement.

Toledo Truck Unloading & Terminaling Agreement

PBF Holding entered into a truck unloading and terminaling services agreement with PBFX to obtain terminaling services at the Toledo Truck Terminal (“Toledo Terminaling Agreement”). Under the Toledo Terminaling Agreement, PBF Holding is obligated to throughput aggregate volumes of crude oil of at least 4,000 bpd (calculated on a quarterly average basis) for a terminaling service fee of $1.00 per barrel. The Toledo Terminaling Agreement was amended and restated effective as of June 1, 2014, to among other things, increase the minimum throughput volume commitment from 4,000 bpd to 5,500 bpd beginning August 1, 2014. PBF Holding also pays PBFX for providing related ancillary services at the terminal which are specified in the Toledo Terminaling Agreement. The terminaling service fee is subject to (i) increase or decrease on January 1 of each year, beginning on January 1, 2015, by the amount of any change in the Producer Price Index, provided that the fee may not be adjusted below the initial amount and (ii) increase by the increase in any operating costs that increase greater than the Producer Price Index reasonably incurred by PBFX in connection with providing the services and ancillary services under the Toledo Terminaling Agreement.

For the three and six months ended June 30, 2014, PBF Holding paid PBFX $582 for fees related to the Toledo Terminaling Agreement.

Omnibus Agreement

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

The Omnibus Agreement addresses the following matters:

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

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

• PBFX’s agreement to reimburse PBF LLC for all other direct or allocated costs and expenses incurred by PBF LLC on PBFX’s behalf;

• PBF LLC’s agreement not to compete with PBFX under certain circumstances, subject to certain exceptions;

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

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

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

For the three and six months ended June 30, 2014, PBF Holding received from PBFX $422 for fees related to the Omnibus Agreement.

14

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

Operation and Management Services and Secondment Agreement

PBF Holding and certain of its subsidiaries entered into an operation and management services and secondment agreement (the “Services Agreement”) with PBFX, pursuant to which PBF Holding and its subsidiaries will provide PBFX with the personnel necessary for PBFX to perform its obligations under its commercial agreements. PBFX will reimburse PBF Holding for the use of such employees and the provision of certain infrastructure-related services to the extent applicable to its operations, including storm water discharge and waste water treatment, steam, potable water, access to certain roads and grounds, sanitary sewer access, electrical power, emergency response, filter press, fuel gas, API solids treatment, fire water and compressed air. In addition, PBFX will pay an annual fee of $490 to PBF Holding for the provision of such services pursuant to the Services Agreement. The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that PBFX may terminate any service on 30 days’ notice.

For the three and six months ended June 30, 2014, PBF Holding received from PBFX $66 for fees related to the Services Agreement.

9. COMMITMENTS AND CONTINGENCIES

Environmental Matters

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

In connection with the Paulsboro refinery acquisition, the Company assumed certain environmental remediation obligations. The environmental liability of $11,149 recorded as of June 30, 2014 ($9,869 as of December 31, 2013) represents the present value of expected future costs discounted at a rate of 8%. The current portion of the environmental liability is recorded in accrued expenses and the non-current portion is recorded in other long-term liabilities. A trust fund related to this liability in the amount of $12,117, acquired in the Paulsboro acquisition, is recorded as restricted cash in deferred charges and other assets, net as of June 30, 2014 and December 31, 2013.

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

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

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.  As of July 1, 2014, five additional Northeastern states began requiring heating oils with 500 PPM or less sulfur.  All of the heating oil we currently produce meets these specifications.  The mandate and other requirements do not currently have a material impact on the Company's financial position, results of operations or cash flows.

The EPA issued the final Tier 3 Gasoline standards on March 3, 2014 under the Clean Air Act. This final rule establishes more stringent vehicle emission standards and further reduces the sulfur content of gasoline starting in January of 2017.  The new standard is set at 10 PPM sulfur in gasoline on an annual average basis starting January 1, 2017, with a credit trading program to provide compliance flexibility. The EPA responded to industry comments on the proposed rule and maintained the per gallon sulfur cap on gasoline at the existing 80 PPM cap. The standards

15

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

set by the new rule are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

The EPA was required to release the final annual standards for the Reformulated Fuels Standard ("RFS") for 2014 no later than Nov 29, 2013. The EPA did not meet this requirement but did release the proposed standards for 2014. In the proposed standards the EPA responded to the industry discussion around the apparent infeasibility of compliance in 2014 if the EPA issued standards following the requirements of the Energy Independence and Security Act.  The EPA indicated it would use its waiver authority under the RFS 2 program ("RFS 2") and set standards for renewable fuel recognizing the practical constraints in requiring ethanol blending into gasoline above 10%. The EPA also indicated it would reduce the advanced biofuel requirement and hold constant the biomass based diesel requirements at the 2013 level. The cellulosic requirement would be increased over the 2013 volume and, as has been the case in each of the prior years, the EPA would likely be overstating the actual production. Renewable fuel groups have been vocal in advocating changes to the proposed standards in general due to the lower volumes mandated. The EPA is targeting to finalize the 2014 RFS 2 standards by the fall of 2014. Depending on the actual requirements of the final standards when they are issued, the final standards may have a material impact on the Company's cost of compliance with RFS 2.

On June 1, 2012, the EPA issued final amendments to the New Source Performance Standards ("NSPS") for petroleum refineries, including standards for emissions of nitrogen oxides from process heaters and work practice standards and monitoring requirements for flares.  The Company has evaluated the impact of the regulation and amended standards on its refinery operations and currently does not expect the cost to comply by July 1, 2015 with the amended NSPS to be material.

In addition, the EPA proposed a Final Rule to the Clean Water Act ("CWA") Section 316(b) regarding cooling water intake structures. The next phase will include requirements for petroleum refineries.  The rule was shared with the public in May 2014, but has not yet been published in the Federal Register. 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 gives state agencies 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.

On June 14, 2013, two administrative appeals were filed by the Sierra Club and Delaware Audubon regarding a permit DCR obtained to allow loading of crude oil onto barges. The appeals allege that both the loading of crude oil onto barges and the operation of the Delaware City rail unloading terminal violate Delaware’s Coastal Zone Act. The first appeal is Number 2013-1 before the State Coastal Zone Industrial Control Board (the “CZ Board”), and the second appeal is before the Environmental Appeals Board and appeals Secretary’s Order No. 2013-A-0020. The CZ Board held a hearing on the first appeal on July 16, 2013, and ruled in favor of DCR and the State of Delaware and dismissed Appellants’ appeal for lack of standing. Sierra Club and Delaware Audubon have appealed that decision to the Delaware Superior Court, New Castle County, Case No. N13A-09-001 ALR, and DCR and the State have filed cross-appeals. Briefs have been filed in this appeal and the court issued a stay until briefs are filed in the second appeal. A hearing on the second appeal before the Environmental Appeals Board (the “EAB”), case no. 2013-06, was held on January 13, 2014, and the EAB ruled in favor of DCR and the State and dismissed the appeal for lack of jurisdiction. The Appellants filed a Notice of Appeal with the Superior Court appealing the EAB’s decision and briefs are scheduled to be filed in the third quarter of 2014. If the Appellants in one or both of these matters ultimately prevail, the outcome may have a material adverse effect on our financial condition, results of operations or cash flows.

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.

16

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT 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 LLC obtains funding to pay its tax distributions by causing the Company to distribute cash to PBF LLC and from distributions it receives from PBFX. PBF Energy ultimately may not receive cash distributions from PBF LLC equal to its share of such taxable income or even equal to the actual tax due with respect to that income. For example, PBF LLC is required to include in taxable income PBF LLC’s allocable share of PBFX’s taxable income and gains (such share to be determined pursuant to the partnership agreement of PBFX), regardless of the amount of cash distributions received by PBF LLC from PBFX, and such taxable income and gains will flow-through to PBF Energy to the extent of its allocable share of the taxable income of PBF LLC. As a result, at certain times, the amount of cash otherwise ultimately available to PBF Energy on account of its indirect interest in PBFX may not be sufficient for PBF Energy to pay the amount of taxes it will owe on account of its indirect interests in PBFX.

Taxable income of PBF LLC generally is allocated to the holders of PBF LLC units (including PBF Energy) pro rata in accordance with their respective share of the net profits and net losses of PBF LLC. In general, PBF LLC is required to make periodic tax distributions to the members of PBF LLC, including PBF Energy, pro rata in accordance with their respective percentage interests for such period (as determined under the amended and restated limited liability company agreement of PBF LLC), subject to available cash and applicable law and contractual restrictions (including pursuant to our debt instruments) and based on certain assumptions. Generally, these tax distributions are required to be in an amount equal to our estimate of the taxable income of PBF LLC for the year multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, New York (taking into account the nondeductibility of certain expenses). If, with respect to any given calendar year, the aggregate periodic tax distributions were less than the actual taxable income of PBF LLC multiplied by the assumed tax rate, PBF LLC is required to make a “true up” tax distribution, no later than March 15 of the following year, equal to such difference, subject to the available cash and borrowings of PBF LLC. PBF LLC obtains funding to pay its tax distributions by causing the Company 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 it makes on a pro-rata basis to its owners. Such owners include PBF Energy, which holds a 90.5% interest in PBF LLC as of June 30, 2014 (40.9% as of December 31, 2013). PBF

17

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

LLC obtains funding to pay its tax distributions by causing the Company to distribute cash to PBF LLC and from distributions it receives from PBFX.

10. EMPLOYEE BENEFIT PLANS

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

	Three Months Ended   June 30,						Six Months Ended   June 30,
Pension Benefits	2014			2013			2014			2013
Components of net periodic benefit cost:
Service cost	$	4,851		$	3,699		$	9,142		$	7,397
Interest cost	601			248			1,171			496
Expected return on plan assets	(539		)	(138		)	(1,063		)	(276		)
Amortization of prior service costs	10			3			12			5
Amortization of loss	258			105			480			210
Net periodic benefit cost	$	5,181		$	3,917		$	9,742		$	7,832

	Three Months Ended   June 30,				Six Months Ended   June 30,
Post Retirement Medical Plan	2014		2013		2014			2013
Components of net periodic benefit cost:
Service cost	$	300	$	181	$	478		$	363
Interest cost	135		84		228			167
Amortization of prior service costs	75		—		55			—
Amortization of gain	1		—		(4		)	—
Net periodic benefit cost	$	511	$	265	$	757		$	530

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 June 30, 2014 and December 31, 2013.

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

18

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

	As of June 30, 2014
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
	Level 1		Level 2		Level 3
Assets:
Money market funds	$	5,546	$	—	$	—	$	5,546	N/A		$	5,546
Non-qualified pension plan assets	5,047		—		—		5,047		N/A		5,047
Commodity contracts	15,017		15,971		2,827		33,815		(12,628	)	21,187
Derivatives included with intermediation agreement obligations	—		15,059		—		15,059		—		15,059
Liabilities:
Catalyst lease obligations	—		57,429		—		57,429		N/A		57,429
Commodity contracts	220		12,845		138		13,203		(12,628	)	575
Derivatives included with inventory supply arrangement obligations	—		1,247		—		1,247		—		1,247

	As of December 31, 2013
	Fair Value Hierarchy						Total
	Level 1		Level 2		Level 3
Assets:
Money market funds	$	5,857	$	—	$	—	$	5,857
Non-qualified pension plan assets	4,905		—		—		4,905
Commodity contracts	4,252		6,681		—		10,933
Derivatives included with inventory intermediation agreement obligations	—		6,016		—		6,016
Liabilities:
Commodity contracts	—		6,989		23,365		30,354
Catalyst lease obligations	—		53,089		—		53,089
Derivatives included with inventory supply arrangement obligations	—		177		—		177

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.

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

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

• The commodity contracts categorized in Level 3 of the fair value hierarchy consist ofcommodity price swap contracts that relate to forecasted purchases of crude oil for which quoted forward market prices

19

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

are not readily available due to market illiquidity. The forward price used to value these swaps was derived using broker quotes, prices from other third party sources and other available market based data.

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

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Balance at beginning of period	$	(3,751	)	$	21,358		$	(23,365	)	$	21,358
Purchases	—			—			—			—
Settlements	4,972			(21,358		)	3,667			(21,358		)
Unrealized gain included in earnings	1,468			—			22,387			—
Transfers into Level 3	—			—			—			—
Transfers out of Level 3	—			—			—			—
Balance at end of period	$	2,689		$	—		$	2,689		$	—

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

Fair value of debt

The table below summarizes the fair value and carrying value as of June 30, 2014 and December 31, 2013.

	June 30, 2014				December 31, 2013
	Carrying value		Fair  value		Carrying  value		Fair value
Senior secured notes (a)	$	667,992	$	671,936	$	667,487	$	697,568
Revolving Loan (b)	—		—		15,000		15,000
Rail Facility (b)	8,225		8,225		—		—
Catalyst leases (c)	57,429		57,429		53,089		53,089
	733,646		737,590		735,576		765,657
Less - Current maturities	13,009		13,009		12,029		12,029
Long-term debt	$	720,637	$	724,581	$	723,547	$	753,628

(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.

(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 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

20

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

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.

12. DERIVATIVES

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

As of June 30, 2014, there were 958,599 barrels of crude oil and feedstocks (838,829 barrels at December 31, 2013) outstanding under these derivative instruments designated as fair value hedges and no barrels (no barrels at December 31, 2013) outstanding under these derivative instruments not designated as hedges. As of June 30, 2014, there were 3,250,581 barrels of intermediates and refined products (3,274,047 barrels at December 31, 2013) outstanding under these derivative instruments designated as fair value hedges and no barrels (no barrels at December 31, 2013) outstanding under these derivative instruments not designated as hedges. These volumes represent the notional value of the contract.

The Company also enters into economic hedges primarily consisting of commodity derivative contracts that are not designated as hedges and are used to manage price volatility in certain crude oil and feedstock inventories as well as crude oil, feedstock, and refined product sales or purchases. The objective in entering into economic hedges is consistent with the objectives discussed above for fair value hedges. As of June 30, 2014, there were 88,319,388 barrels of crude oil and 521,321 barrels of refined products (43,199,000 and 0, respectively, as of December 31, 2013), outstanding under short and long term commodity derivative contracts not designated as hedges representing the notional value of the contracts.

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

Description	Balance Sheet Location	Fair Value Asset/(Liability)
Derivatives designated as hedging instruments:
June 30, 2014:
Derivatives included with inventory supply arrangement obligations	Accrued expenses	$	(1,247	)
Derivatives included with the intermediation agreement obligations	Accrued expenses	$	15,059
December 31, 2013:
Derivatives included with inventory supply arrangement obligations	Accrued expenses	$	(177	)
Derivatives included with the intermediation agreement obligations	Accrued expenses	$	6,016
Derivatives not designated as hedging instruments:
June 30, 2014:
Commodity contracts	Accounts receivable	$	21,187
Commodity contracts	Accrued expenses	$	(575	)
December 31, 2013:
Commodity contracts	Accrued expenses	$	(19,421	)

21

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

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

22

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

Description	Location of Gain or (Loss) Recognized in  Income on Derivatives	Gain or (Loss) Recognized in Income on Derivatives
Derivatives designated as hedging instruments:
For the three months ended June 30, 2014:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(3,719	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	(5,770	)
For the three months ended June 30, 2013:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	4,880
Derivatives included with the intermediation agreement obligations	Cost of sales	$	—
For the six months ended June 30, 2014:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(1,069	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	9,042
For the six months ended June 30, 2013:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(2,871	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	—
Derivatives not designated as hedging instruments:
For the three months ended June 30, 2014:
Commodity contracts	Cost of sales	$	(41,119	)
For the three months ended June 30, 2013:
Commodity contracts	Cost of sales	$	(4,728	)
For the six months ended June 30, 2014:
Commodity contracts	Cost of sales	$	31,278
For the six months ended June 30, 2013:
Commodity contracts	Cost of sales	$	13,949
Hedged items designated in fair value hedges:
For the three months ended June 30, 2014:
Crude oil and feedstock inventory	Cost of sales	$	3,719
Intermediate and refined product inventory	Cost of sales	$	5,770
For the three months ended June 30, 2013:
Crude oil and feedstock inventory	Cost of sales	$	6,393
Intermediate and refined product inventory	Cost of sales	$	—
For the six months ended June 30, 2014:
Crude oil and feedstock inventory	Cost of sales	$	1,069
Intermediate and refined product inventory	Cost of sales	$	(9,042	)
For the six months ended June 30, 2013:
Crude oil and feedstock inventory	Cost of sales	$	3,505
Intermediate and refined product inventory	Cost of sales	$	—

23

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

The Company had no ineffectiveness related to the Company's fair value hedges for the three and six months ended June 30, 2014 and a gain of $11,273 and $634 for the three and six months ended June 30, 2013, which was recorded in cost of sales. Gains and losses due to ineffectiveness, resulting from the difference in the forward and spot rates of the underlying crude inventory related to the derivatives included with inventory supply arrangement obligations, were excluded from the assessment of hedge effectiveness.

13. SUBSEQUENT EVENTS

Distributions

On July 30 2014, PBF Energy, PBF Holding's indirect parent, declared a dividend of $0.30 per share on its outstanding Class A common stock. The dividend is payable on August 27, 2014 to Class A common stockholders of record at the close of business on August 11, 2014. PBF Holding intends to make a distribution to PBF LLC, which in turn will make pro-rata distributions to its members, including PBF Energy. PBF Energy will then use this distribution to fund the dividend payments to the shareholders of PBF Energy.

Crude Oil Acquisition Agreement Termination

Effective July 31, 2014, PBF Holding terminated the Amended and Restated Crude Oil Acquisition Agreement, dated as of March 1, 2012 as amended (the "Crude Oil Acquisition Agreement") with MSCG.  Under the terms of the Crude Oil Acquisition Agreement, the Company acquired substantially all of its crude oil for its subsidiary's Toledo refinery from MSCG through delivery at various interstate pipeline locations. No early termination penalties will be incurred by the Company as a result of the termination.

Toledo Catalyst Lease

In July 2014, the Toledo catalyst lease expired and the Company entered into a new catalyst lease agreement with a three year term and an annual fixed interest rate of 1.99%. The annual lease expense is approximately $326.

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

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

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

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

24

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	June 30, 2014
	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	311,982		$	1,350	$	38		$	—		$	313,370
Accounts receivable	657,790			55,436		—			—			713,226
Accounts receivable - affiliate	506			3,491		—			—			3,997
Inventories	1,074,128			637,723		—			—			1,711,851
Prepaid expense and other current assets	56,327			5,388		51			(51		)	61,715
Due from related parties	13,295,126			17,778,473		360			(31,073,959		)	—
Total current assets	15,395,859			18,481,861		449			(31,074,010		)	2,804,159
Property, plant and equipment, net	22,939			1,737,069		28,876			—			1,788,884
Investment in subsidiaries	3,209,535			—		—			(3,209,535		)	—
Deferred charges and other assets, net	25,955			255,212		2,976			—			284,143
Total assets	$	18,654,288		$	20,474,142	$	32,301		$	(34,283,545	)	$	4,877,186
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	284,129		$	55,107	$	—		$	(51	)	$	339,185
Accounts payable - affiliate	7,782			—		—			—			7,782
Accrued expenses	891,776			588,951		16,107			—			1,496,834
Current portion of long-term debt	—			13,009		—			—			13,009
Deferred revenue	6,134			—		—			—			6,134
Due to related parties	14,552,915			16,519,423		1,621			(31,073,959		)	—
Total current liabilities	15,742,736			17,176,490		17,728			(31,074,010		)	1,862,944
Delaware Economic Development Authority loan	—			12,000		—			—			12,000
Long-term debt	667,992			44,420		8,225			—			720,637
Intercompany notes payable	88,403			—		—			—			88,403
Other long-term liabilities	16,902			38,045		—			—			54,947
Total liabilities	16,516,033			17,270,955		25,953			(31,074,010		)	2,738,931
Commitments and contingencies
Equity:
Member's equity	1,231,236			836,314		7,187			(843,501		)	1,231,236
Retained earnings (accumulated deficit)	921,013			2,365,043		(839		)	(2,364,204		)	921,013
Accumulated other comprehensive (loss) income	(13,994		)	1,830		—			(1,830		)	(13,994		)
Total equity	2,138,255			3,203,187		6,348			(3,209,535		)	2,138,255
Total liabilities and equity	$	18,654,288		$	20,474,142	$	32,301		$	(34,283,545	)	$	4,877,186

25

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	December 31, 2013
	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	76,179		$	791	$	—	$	—		$	76,970
Accounts receivable	588,385			8,262		—		—			596,647
Inventories	818,007			627,510		—		—			1,445,517
Prepaid expense and other current assets	49,251			6,592		—		—			55,843
Due from related parties	11,807,063			16,600,151		—		(28,407,214		)	—
Total current assets	13,338,885			17,243,306		—		(28,407,214		)	2,174,977
Property, plant and equipment, net	60,746			1,720,843		—		—			1,781,589
Investment in subsidiaries	3,584,622			—		—		(3,584,622		)	—
Deferred charges and other assets, net	27,923			234,556		—		—			262,479
Total assets	$	17,012,176		$	19,198,705	$	—	$	(31,991,836	)	$	4,219,045
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	307,612		$	94,681	$	—	$	—		$	402,293
Accrued expenses	606,388			604,557		—		—			1,210,945
Current portion of long-term debt	—			12,029		—		—			12,029
Deferred revenue	7,766			—		—		—			7,766
Due to related parties	13,589,263			14,817,951		—		(28,407,214		)	—
Total current liabilities	14,511,029			15,529,218		—		(28,407,214		)	1,633,033
Delaware Economic Development Authority loan	—			12,000		—		—			12,000
Long-term debt	682,487			41,060		—		—			723,547
Intercompany notes payable	31,835			—		—		—			31,835
Other long-term liabilities	14,672			31,805		—		—			46,477
Total liabilities	15,240,023			15,614,083		—		(28,407,214		)	2,446,892
Commitments and contingencies
Equity:
Member's equity	933,164			667,173		—		(667,173		)	933,164
Retained earnings	853,527			2,915,720		—		(2,915,720		)	853,527
Accumulated other comprehensive (loss) income	(14,538		)	1,729		—		(1,729		)	(14,538		)
Total equity	1,772,153			3,584,622		—		(3,584,622		)	1,772,153
Total liabilities and equity	$	17,012,176		$	19,198,705	$	—	$	(31,991,836	)	$	4,219,045

26

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended June 30, 2014
	Issuer			Guarantors Subsidiaries			Non-Guarantors Subsidiaries			Combining and Consolidated Adjustments			Total
Revenues	$	5,300,956		$	359,660		$	460		$	(359,367	)	$	5,301,709
Costs and expenses
Cost of sales, excluding depreciation	4,942,937			358,907			761			(359,367		)	4,943,238
Operating expenses, excluding depreciation	(104		)	209,885			—			—			209,781
General and administrative expenses	28,544			3,551			—			—			32,095
Loss (gain) on sale of assets	—			6			—			—			6
Depreciation and amortization expense	3,342			31,132			42			—			34,516
	4,974,719			603,481			803			(359,367		)	5,219,636
Income (loss) from operations	326,237			(243,821		)	(343		)	—			82,073
Other income (expenses)
Equity in earnings (loss) of subsidiaries	(246,687		)	—			—			246,687			—
Change in fair value of catalyst lease	—			(2,338		)	—			—			(2,338		)
Interest (expense) income, net	$	(26,032	)	$	311		$	(496	)	$	—		$	(26,217	)
Net income (loss)	$	53,518		$	(245,848	)	$	(839	)	$	246,687		$	53,518
Comprehensive income (loss)	$	53,816		$	(245,777	)	$	(839	)	$	246,616		$	53,816

27

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended June 30, 2013
	Issuer			Guarantors Subsidiaries			Non-Guarantors Subsidiaries		Combining and Consolidated Adjustments			Total
Revenues	$	3,507,984		$	2,802,291		$	—	$	(1,631,982	)	$	4,678,293
Costs and expenses
Cost of sales, excluding depreciation	4,046,249			1,881,712			—		(1,631,982		)	4,295,979
Operating expenses, excluding depreciation	(142		)	202,725			—		—			202,583
General and administrative expenses	15,595			3,546			—		—			19,141
Depreciation and amortization expense	3,317			24,246			—		—			27,563
	4,065,019			2,112,229			—		(1,631,982		)	4,545,266
(Loss) income from operations	(557,035		)	690,062			—		—			133,027
Other income (expenses)
Equity in earnings (loss) of subsidiaries	695,768			—			—		(695,768		)	—
Change in fair value of catalyst lease	—			6,820			—		—			6,820
Interest expense, net	(20,624		)	(1,114		)	—		—			(21,738		)
Net income (loss)	$	118,109		$	695,768		$	—	$	(695,768	)	$	118,109
Comprehensive income (loss)	$	118,427		$	695,768		$	—	$	(695,768	)	$	118,427

28

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Six Months Ended June 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	10,046,951		$	739,071		$	460		$	(738,330	)	$	10,048,152
Costs and expenses:
Cost of sales, excluding depreciation	9,090,621			737,870			761			(738,330		)	9,090,922
Operating expenses, excluding depreciation	35			478,645			—			—			478,680
General and administrative expenses	60,320			8,399			—			—			68,719
(Gain) loss on sale of assets	(186		)	6			—			—			(180		)
Depreciation and amortization expense	6,823			60,866			42			—			67,731
	9,157,613			1,285,786			803			(738,330		)	9,705,872
Income (loss) from operations	889,338			(546,715		)	(343		)	—			342,280
Other income (expense):
Equity in earnings (loss) of subsidiaries	(551,516		)	—			—			551,516			—
Change in fair value of catalyst leases	—			(4,339		)	—			—			(4,339		)
Interest (expense) income, net	$	(51,554	)	$	377		$	(496	)	$	—		$	(51,673	)
Net income (loss)	$	286,268		$	(550,677	)	$	(839	)	$	551,516		$	286,268
Comprehensive income (loss)	$	286,812		$	(550,582	)	$	(839	)	$	551,421		$	286,812

29

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Six Months Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Revenues	$	6,561,777		$	6,315,781		$	—	$	(3,401,417	)	$	9,476,141
Costs and expenses:
Cost of sales, excluding depreciation	7,453,784			4,678,714			—		(3,401,417		)	8,731,081
Operating expenses, excluding depreciation	(141		)	408,740			—		—			408,599
General and administrative expenses	42,040			7,195			—		—			49,235
Depreciation and amortization expense	6,138			47,955			—		—			54,093
	7,501,821			5,142,604			—		(3,401,417		)	9,243,008
(Loss) income from operations	(940,044		)	1,173,177			—		—			233,133
Other income (expense):
Equity in earnings of subsidiaries	1,176,634			—			—		(1,176,634		)	—
Change in fair value of catalyst leases	—			5,481			—		—			5,481
Interest expense, net	(41,325		)	(2,024		)	—		—			(43,349		)
Net income (loss)	$	195,265		$	1,176,634		$	—	$	(1,176,634	)	$	195,265
Comprehensive income (loss)	$	195,475		$	1,176,634		$	—	$	(1,176,634	)	$	195,475

30

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Six Months Ended June 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	286,268		$	(550,677	)	$	(839	)	$	551,516		$	286,268
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization	10,084			60,881			253			—			71,218
Stock-based compensation	—			2,728			—			—			2,728
Change in fair value of catalyst lease obligations	—			4,339			—			—			4,339
Non-cash change in inventory repurchase obligations	—			(7,973		)	—			—			(7,973		)
Pension and other post retirement benefit costs	2,777			7,761			—			—			10,538
(Gain) loss on disposition of property, plant and equipment	(186		)	6			—			—			(180		)
Equity in earnings of subsidiaries	551,516			—			—			(551,516		)	—
Changes in current assets and current liabilities:
Accounts receivable	(69,405		)	(47,174		)	—			—			(116,579		)
Amounts due to/from related parties	(716,895		)	719,419			1,261			—			3,785
Inventories	(256,121		)	7,027			—			—			(249,094		)
Prepaid expenses and other current assets	(7,076		)	1,204			(51		)	51			(5,872		)
Accounts payable	(23,483		)	(39,574		)	—			(51		)	(63,108		)
Accrued expenses	285,388			(3,321		)	—			—			282,067
Deferred revenue	(1,632		)	—			—			—			(1,632		)
Other assets and liabilities	(836		)	(3,232		)	—			—			(4,068		)
Net cash provided by (used in) operating activities	60,399			151,414			624			—			212,437
Cash flows from investing activities:
Expenditures for property, plant and equipment	(6,588		)	(103,229		)	(12,811		)	—			(122,628		)
Expenditures for deferred turnaround costs	—			(39,424		)	—			—			(39,424		)
Expenditures for other assets	—			(8,202		)	—			—			(8,202		)
Investment in subsidiaries	(7,187		)	—			—			7,187			—
Proceeds from sale of assets	37,759			—			—			—			37,759
Net cash provided by (used in) investing activities	23,984			(150,855		)	(12,811		)	7,187			(132,495		)
Cash flows from financing activities:
Proceeds from members' capital contributions	328,664			—			7,187			(7,187		)	328,664
Distribution to members	(218,782		)	—			—			—			(218,782		)
Proceeds from intercompany notes payable	55,994			—			—			—			55,994
Proceeds from Rail Facility Revolver	—			—			8,225			—			8,225
Proceeds from revolver borrowings	395,000			—			—			—			395,000
Repayments of revolver borrowings	(410,000		)	—			—			—			(410,000		)
Deferred financing costs and other	544			—			(3,187		)	—			(2,643		)
Net cash provided by (used in) financing activities	151,420			—			12,225			(7,187		)	156,458
Net increase in cash and cash equivalents	235,803			559			38			—			236,400
Cash and equivalents, beginning of period	76,179			791			—			—			76,970
Cash and equivalents, end of period	$	311,982		$	1,350		$	38		$	—		$	313,370

31

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT BARREL DATA)

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Six Months Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	195,265		$	1,176,634		$	—	$	(1,176,634	)	$	195,265
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation and amortization	9,339			48,014			—		—			57,353
Stock-based compensation	—			1,977			—		—			1,977
Change in fair value of catalyst lease obligations	—			(5,481		)	—		—			(5,481		)
Non-cash change in inventory repurchase obligations	—			(17,377		)	—		—			(17,377		)
Pension and other post retirement benefit costs	—			8,472			—		—			8,472
Equity in earnings of subsidiaries	(1,176,634		)	—			—		1,176,634			—
Changes in current assets and current liabilities:
Accounts receivable	(9,505		)	(78,051		)	—		—			(87,556		)
Amounts due to/from related parties	832,549			(817,828		)	—		—			14,721
Inventories	(203,625		)	20,587			—		—			(183,038		)
Prepaid expenses and other current assets	(22,191		)	(10,557		)	—		—			(32,748		)
Accounts payable	(12,985		)	(119,505		)	—		—			(132,490		)
Accrued expenses	237,384			(42,073		)	—		—			195,311
Deferred revenue	—			(26,594		)	—		—			(26,594		)
Other assets and liabilities	4,114			(12,480		)	—		—			(8,366		)
Net cash (used in) provided by operating activities	(146,289		)	125,738			—		—			(20,551		)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(18,240		)	(86,844		)	—		—			(105,084		)
Expenditures for refinery turnarounds costs	—			(4,551		)	—		—			(4,551		)
Expenditures for other assets	—			(3,089		)	—		—			(3,089		)
Net cash used in investing activities	(18,240		)	(94,484		)	—		—			(112,724		)
Cash flows from financing activities:
Distributions to members	(155,802		)	—			—		—			(155,802		)
Proceeds from intercompany notes payable	31,632			—			—		—			31,632
Proceeds from revolver borrowings	160,000			—			—		—			160,000
Repayments of revolver borrowings	(65,000		)	—			—		—			(65,000		)
Payment of contingent consideration related to acquisition of Toledo refinery	—			(21,357		)	—		—			(21,357		)
Deferred financing costs and other	(1,044		)	(215		)	—		—			(1,259		)
Net cash used in financing activities	(30,214		)	(21,572		)	—		—			(51,786		)
Net (decrease) increase in cash and cash equivalents	(194,743		)	9,682			—		—			(185,061		)
Cash and equivalents, beginning of period	241,926			12,365			—		—			254,291
Cash and equivalents, end of period	$	47,183		$	22,047		$	—	$	—		$	69,230

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited financial statements of PBF Holding Company LLC included in the Annual Report on Form 10-K for the year ended December 31, 2013 and the unaudited financial statements and related notes included in this report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Cautionary Note Regarding Forward-Looking Statements.”

Explanatory Note

This Form 10-Q is filed by PBF Holding and PBF Finance. PBF Finance is a wholly-owned subsidiary of PBF Holding. PBF Holding is a wholly-owned subsidiary of PBF LLC and is the parent company for PBF LLC's refinery operating subsidiaries. PBF Holding is an indirect subsidiary of PBF Energy, which is the sole managing member of, and owner of an equity interest representing approximately 90.5% of the outstanding economic interest in, PBF LLC. PBF Holding, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. Prior periodic filings of PBF Holding and PBF Finance with the SEC for the periods March 31, 2013 through March 31, 2014, reflect a combined Form 10-Q and 10-K with PBF Energy.  As of June 30, 2014, PBF Holding and PBF Finance will file periodic SEC filings separately from PBF Energy due to the change in the corporate structure related to the initial public offering of PBFX, a subsidiary of PBF LLC, and an affiliate of PBF Holding.

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

Overview

We are one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. We sell our products throughout the Northeast and Midwest of the United States, as well as in other regions of the United States and Canada, and are able to ship products to other international destinations. We were formed in 2008 to pursue acquisitions of crude oil refineries and downstream assets in North America. We currently own and operate three domestic oil refineries and related assets, which we acquired in 2010 and 2011. Our refineries have a combined processing capacity, known as throughput, of approximately 540,000 barrels per day ("bpd"), and a weighted-average Nelson Complexity Index of 11.3.

Our three refineries are located in Toledo, Ohio, Delaware City, Delaware and Paulsboro, New Jersey. Our Mid-Continent refinery at Toledo processes light, sweet crude, has a throughput capacity of 170,000 bpd and a Nelson Complexity Index of 9.2. The majority of Toledo’s WTI-based crude is delivered via pipelines that originate in both Canada and the United States. Since our acquisition of Toledo in 2011, we have added additional truck and rail crude unloading capabilities that provide feedstock sourcing flexibility for the refinery and enables Toledo to run a more cost-advantaged crude slate. Our East Coast refineries at Delaware City and Paulsboro have a combined refining capacity of 370,000 bpd and Nelson Complexity Indices of 11.3 and 13.2, respectively. These high-conversion refineries process primarily medium and heavy, sour crudes and have historically received the bulk of their feedstock via ships and barges on the Delaware River.

During 2012 and 2013, we expanded and upgraded existing on-site railroad infrastructure at our Delaware City refinery. Currently, crude delivered to this facility is consumed at our Delaware City refinery. We also transport some of the crude delivered by rail from Delaware City via barge to our Paulsboro refinery or other third party destinations. In the first half of 2014, we continued projects to expand the Delaware City light crude rail unloading terminal (the "DCR Rail Terminal"), which will increase its unloading capability from 105,000 bpd to 130,000 bpd, and to expand the heavy crude rail unloading capability at the refinery from 40,000 bpd to 80,000 bpd. We

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expect these projects to bring total rail crude unloading capability up to 210,000 bpd by the end of 2014, subject to the delivery of coiled and insulated railcars, the development of crude rail loading infrastructure in Canada and the use of unit trains. The Delaware City rail unloading facility allows our East Coast refineries to source West Texas Intermediate ("WTI") price-based crudes from Western Canada and the Mid-Continent, which we believe provides significant cost advantages versus traditional Brent based international crudes. In May 2014, in connection with the initial public offering of PBFX, PBF Holding distributed the DCR Rail Terminal and the Toledo Truck Unloading Terminal (“Toledo Truck Terminal”) to PBF LLC. Subsequent to the contribution of the DCR Rail Terminal and the Toledo Truck Terminal, they are owned and operated by PBFX.

Recent Developments

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

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

Factors Affecting Comparability Between Periods

Commercial Agreements

In connection with the PBFX Offering, PBF Holding entered into agreements with PBFX for the use of the unloading facilities that comprised the Contributed Assets. Prior to the PBFX Offering, the Contributed Assets were owned, operated and maintained by PBF Holding. Therefore, PBF Holding did not pay a fee for the utilization of the facilities. Below is a summary of the agreements and corresponding fees for the use of each of the assets subsequent to the PBFX Offering effective May 14, 2014.

Delaware City Rail Terminaling Services Agreement

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

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Toledo Truck Unloading & Terminaling Agreement

PBF Holding entered into a truck unloading and terminaling services agreement with PBFX to obtain terminaling services at the Toledo Truck Terminal (“Toledo Terminaling Agreement”). Under the Toledo Terminaling Agreement, PBF Holding is obligated to throughput aggregate volumes of crude oil of at least 4,000 bpd (calculated on a quarterly average basis) for a terminaling service fee of $1.00 per barrel. The Toledo Terminaling Agreement was amended and restated effective as of June 1, 2014, to among other things, increase the minimum throughput volume commitment from 4,000 bpd to 5,500 bpd beginning August 1, 2014. PBF Holding also pays PBFX for providing related ancillary services at the terminal which are specified in the Toledo Terminaling Agreement. The terminaling service fee is subject to (i) increase or decrease on January 1 of each year, beginning on January 1, 2015, by the amount of any change in the Producer Price Index, provided that the fee may not be adjusted below the initial amount and (ii) increase by the increase in any operating costs that increase greater than the Producer Price Index reasonably incurred by PBFX in connection with providing the services and ancillary services under the Toledo Terminaling Agreement.

Operational Agreements

PBF Holding and certain related affiliates entered into operational agreements with PBFX for the use of centralized corporate services. In accordance with such agreements, PBF Holding receives fees from PBFX for use of these services. Below is a summary of the agreements and corresponding fees that PBFX pays PBF Holding subsequent to the PBFX Offering effective May 14, 2014.

Omnibus Agreement

Under the Omnibus Agreement, PBFX, among other things, reimburses related affiliates for services provided to PBFX. This includes an obligation to pay PBF LLC an administrative fee for centralized corporate services initially in the amount of $2.3 million per year. PBFX reimburses PBF LLC for all other direct or allocated costs and expenses incurred by PBF LLC on PBFX's behalf. PBF Holding will reimburse PBFX for certain expenditures up to $20.0 million per event (net of any insurance recoveries) related to the Contributed Assets for a period of five years after the closing of the PBFX Offering.

Operation and Management Services and Secondment Agreement

PBF Holding and its subsidiaries will provide PBFX with the personnel necessary for PBFX to perform its obligations under its commercial agreements. PBFX will reimburse PBF Holding for the use of such employees and the provision of certain infrastructure-related services to the extent applicable to its operations. In addition, PBFX will pay an annual fee of $0.5 million to PBF Holding for the provision of such services pursuant to the Operation and Management Services and Secondment Agreement.

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Results of Operations

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

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2014			2013			2014			2013
Revenue	$	5,301,709		$	4,678,293		$	10,048,152		$	9,476,141
Cost of sales, excluding depreciation	4,943,238			4,295,979			9,090,922			8,731,081
Gross refining margin (1)	358,471			382,314			957,230			745,060
Operating expenses, excluding depreciation	209,781			202,583			478,680			408,599
General and administrative expenses	32,095			19,141			68,719			49,235
Loss (gain) on sale of assets	6			—			(180		)	—
Depreciation and amortization expense	34,516			27,563			67,731			54,093
Income from operations	82,073			133,027			342,280			233,133
Change in fair value of catalyst leases	(2,338		)	6,820			(4,339		)	5,481
Interest expense, net	(26,217		)	(21,738		)	(51,673		)	(43,349		)
Net income	$	53,518		$	118,109		$	286,268		$	195,265
Gross margin	$	117,516		$	155,484		$	417,641		$	288,506

(1) See Non-GAAP Financial Measures below.

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Operating Highlights

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2014			2013			2014			2013
Key Operating Information
Production (bpd in thousands)	470.5			464.0			448.3			450.9
Crude oil and feedstocks throughput (bpd in thousands)	470.4			464.6			450.8			453.1
Total crude oil and feedstocks throughput (millions of barrels)	42.8			42.3			81.6			82.0
Gross refining margin per barrel of throughput (1)	$	8.38		$	9.04		$	11.73		$	9.08
Operating expenses, excluding depreciation, per barrel of throughput	$	4.90		$	4.79		$	5.87		$	4.98
Crude and feedstocks (% of total throughput) (2):
Heavy crude	15		%	16		%	14		%	15		%
Medium crude	43		%	39		%	44		%	44		%
Light crude	33		%	38		%	34		%	33		%
Other feedstocks and blends	9		%	7		%	8		%	8		%
Yield (% of total throughput):
Gasoline and gasoline blendstocks	45		%	45		%	47		%	46		%
Distillates and distillate blendstocks	36		%	37		%	37		%	37		%
Lubes	2		%	2		%	2		%	2		%
Chemicals	3		%	3		%	3		%	3		%
Other	14		%	13		%	11		%	12		%

(1) See Non-GAAP Financial Measures below.

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

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

	Three Months Ended   June 30,					Six Months Ended   June 30,
	2014		2013			2014		2013
	(dollars per barrel, except as noted)
Dated Brent Crude	$	109.67	$	102.43		$	108.93	$	107.50
West Texas Intermediate (WTI) crude oil	$	103.05	$	94.07		$	100.90	$	94.17
Crack Spreads
Dated Brent (NYH) 2-1-1	$	13.70	$	14.67		$	12.60	$	13.60
WTI (Chicago) 4-3-1	$	18.78	$	29.26		$	17.80	$	27.72
Crude Oil Differentials
Dated Brent (foreign) less WTI	$	6.62	$	8.36		$	8.02	$	13.33
Dated Brent less Maya (heavy, sour)	$	13.89	$	4.59		$	16.34	$	7.30
Dated Brent less WTS (sour)	$	13.77	$	8.42		$	14.40	$	16.42
Dated Brent less ASCI (sour)	$	9.55	$	3.14		$	8.65	$	3.55
WTI less WCS (heavy, sour)	$	20.39	$	16.63		$	21.04	$	21.54
WTI less Bakken (light, sweet)	$	4.67	$	2.06		$	4.23	$	1.98
WTI less Syncrude (light, sweet)	$	0.72	$	(4.33	)	$	0.89	$	(3.84	)
Natural gas (dollars per MMBTU)	$	4.58	$	4.02		$	4.65	$	3.76

Three Months Ended June 30, 2014 Compared to the Three Months Ended June 30, 2013

Overview— Net income for PBF Holding was $53.5 million for the three months ended June 30, 2014 compared to net income of $118.1 million for the three months ended June 30, 2013.

Our results for the three months ended June 30, 2014 were negatively impacted by lower crack spreads, unfavorable movements in certain crude differentials on the East Coast and higher operating expenses due to increased employee compensation costs, partially offset by favorable movements in crude differentials in the Mid-Continent.

Revenues— Revenues totaled $5.3 billion for the three months ended June 30, 2014 compared to $4.7 billion for the three months ended June 30, 2013, an increase of $0.6 billion, or 13.3%. For the three months ended June 30, 2014, the total throughput rates in the East Coast and Mid-Continent refineries averaged approximately 323,800 bpd and 146,600 bpd, respectively. For the three months ended June 30, 2013, the total throughput rates at our East Coast and Mid-Continent refineries averaged approximately 317,300 bpd and 147,300 bpd, respectively. For the three months ended June 30, 2014, the total barrels sold at our East Coast and Mid-Continent refineries averaged approximately 348,800 bpd and 155,200 bpd, respectively. For the three months ended June 30, 2013, the total barrels sold at our East Coast and Mid-Continent refineries averaged approximately 308,200 bpd and 148,700 bpd, respectively. Total 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 refining margin (as described below in Non-GAAP Financial Measures) totaled $358.5 million, or $8.38 per barrel of throughput, for the three months ended June 30, 2014 compared to $382.3 million, or $9.04 per barrel of throughput during the three months ended June 30, 2013, a decrease of $23.8 million. Gross margin, including refinery operating expenses and depreciation, totaled $117.5 million, or $2.75 per barrel of throughput, for the three months ended June 30, 2014 compared to $155.5 million, or $3.68 per barrel of throughput, for the three months ended June 30, 2013, a decrease of $38.0 million. The decrease in gross refining margin and gross margin was primarily due to lower crack spreads, unfavorable movements in certain crude

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differentials and the production of low-value products such as sulfur, petroleum coke and fuel oils at our East Coast refineries that price at a substantial discount to light products. Gross margin was also negatively impacted by higher than anticipated employee compensation and outside engineering and consulting costs.

Average industry refining margins in the Mid-Continent were weaker during the three months ended June 30, 2014 as compared to the same period in 2013. The WTI (Chicago) 4-3-1 industry crack spread was approximately $18.78 per barrel or 35.8% lower in the three months ended June 30, 2014 as compared to $29.26 per barrel in the same period in 2013. In addition, lower run rates at Toledo due to unplanned downtime of the Fluid Catalytic Cracking Unit (the "FCC Unit") negatively impacted refining margins. However, while the price of WTI versus Dated Brent and other crude discounts narrowed during the second quarter of 2014, our refinery specific crude slate in the Mid-Continent benefited from an improving WTI/Syncrude differential, which averaged a discount of $0.72 per barrel in the second quarter of 2014 as compared to a premium of $4.33 per barrel in the second quarter of 2013.

The Dated Brent (NYH) 2-1-1 industry crack spread was approximately $13.70 per barrel, or 6.6%, lower in the three months ended June 30, 2014 as compared to $14.67 per barrel in the same period in 2013. While the WTI/Dated Brent differential was $1.74 lower in the three months ended June 30, 2014 as compared to the same period in 2013, the Dated Brent/Maya differential was approximately $9.30 per barrel more favorable in the three months ended June 30, 2014 as compared to the same period in 2013. While a decrease in the WTI/Dated Brent crude differential can unfavorably impact our East Coast refineries, we significantly increased our shipments of rail-delivered WTI-based crudes from the Bakken and Western Canada by over 29,000 barrels per day or almost 31.9% versus the second quarter of 2013, which had the overall effect of reducing our landed cost of crude oil processed at our East Coast refineries and increasing our gross refining margin and gross margin. Additionally, an increase in the Dated Brent/Maya crude differential, our proxy for the light/heavy crude differential, had a positive impact on our East Coast refineries, which can process a large slate of medium and heavy, sour crude oil that is priced at a discount to light, sweet crude oil.

Operating Expenses— Operating expenses totaled $209.8 million, or $4.90 per barrel of throughput, for the three months ended June 30, 2014 compared to $202.6 million, or $4.79 per barrel of throughput, for the three months ended June 30, 2013, an increase of $7.2 million, or 3.6%. The increase in operating expenses is mainly attributable to an increase of approximately $5.3 million in employee compensation primarily driven by higher employee benefit costs as well as an increase of approximately $2.7 million in outside engineering and consulting fees related to refinery maintenance projects, partially offset by a $0.9 million decrease related to reimbursements received from PBFX under the Operation and Management Services and Secondment Agreement. Our operating expenses principally consist of salaries and employee benefits, maintenance, energy and catalyst and chemicals costs at our refineries.

General and Administrative Expenses— General and administrative expenses totaled $32.1 million for the three months ended June 30, 2014 compared to $19.1 million for the three months ended June 30, 2013, an increase of $13.0 million or 67.9%. The increase in general and administrative expenses primarily relates to higher employee compensation expense, mainly related to increases in headcount, incentive compensation, and severance costs. Our general and administrative expenses are comprised of the personnel, facilities and other infrastructure costs necessary to support our refineries.

Depreciation and Amortization Expense— Depreciation and amortization expense totaled $34.5 million for the three months ended June 30, 2014 compared to $27.6 million for the three months ended June 30, 2013, an increase of $6.9 million. The increase was primarily due to capital projects related to turnarounds completed in 2013 and early 2014, the expansion of the crude rail unloading facility at the Delaware City refinery and refinery optimization projects at Toledo.

Change in Fair Value of Catalyst Leases— Change in the fair value of catalyst leases represented a loss of $2.3 million for the three months ended June 30, 2014 compared to a gain of $6.8 million for the three months

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ended June 30, 2013. These gains and 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.

Interest Expense, net— Interest expense totaled $26.2 million for the three months ended June 30, 2014 compared to $21.7 million for the three months ended June 30, 2013, an increase of $4.5 million. The increase in interest expense is primarily due to higher letter of credit fees. Interest expense includes interest on long-term debt, costs related to the sale and leaseback of our precious metals catalyst, interest expense incurred in connection with our crude and feedstock supply agreements with Statoil and MSCG, financing costs associated with the Inventory Intermediation Agreements with J. Aron, letter of credit fees associated with the purchase of certain crude oils, and the amortization of deferred financing costs.

Six Months Ended June 30, 2014 Compared to the Six Months Ended June 30, 2013

Overview— Net income for PBF Holding was $286.3 million for the six months ended June 30, 2014 compared to net income of $195.3 million for the six months ended June 30, 2013.

Our results for the six months ended June 30, 2014 were positively impacted by favorable movements in certain crude differentials, partially offset by higher operating expenses due to increased energy costs and lower crack spreads.

Revenues— Revenues totaled $10.0 billion for the six months ended June 30, 2014 compared to $9.5 billion for the six months ended June 30, 2013, an increase of $0.5 billion, or 6.0%. For the six months ended June 30, 2014, the total throughput rates in the East Coast and Mid-Continent refineries averaged approximately 308,400 bpd and 142,400 bpd, respectively. For the six months ended June 30, 2013, the total throughput rates at our East Coast and Mid-Continent refineries averaged approximately 318,100 bpd, and 135,000 bpd, respectively. The decrease in throughput rates at our East Coast refineries in 2014 compared to 2013 was primarily driven by unplanned down time at our Paulsboro refinery in January and a planned turnaround in March. The increase in throughput rates at our Mid-Continent refinery in 2014 compared to 2013 was primarily due to the refinery's 18-day unplanned down time that occurred in the first quarter 2013. For the six months ended June 30, 2014, the total barrels sold at our East Coast and Mid-Continent refineries averaged approximately 329,500 bpd and 151,800 bpd, respectively. For the six months ended June 30, 2013, the total barrels sold at our East Coast and Mid-Continent refineries averaged approximately 309,900 bpd and 148,300 bpd, respectively. Total 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 refining margin (as described below in Non-GAAP Financial Measures) totaled $957.2 million, or $11.73 per barrel of throughput, for the six months ended June 30, 2014 compared to $745.1 million, or $9.08 per barrel of throughput during the six months ended June 30, 2013, an increase of $212.1 million. Gross margin, including refinery operating expenses and depreciation, totaled $417.6 million, or $5.11 per barrel of throughput, for the six months ended June 30, 2014 compared to $288.5 million, or $3.52 per barrel of throughput, for the six months ended June 30, 2013, an increase of $129.1 million. The increase in gross refining margin and gross margin was primarily due to the result of favorable crude differentials and product margins and lower costs of compliance with the Renewable Fuels Standard which was $59.5 million and $74.1 million for the six months ended June 30, 2014 and 2013, respectively, partially offset by lower overall crack spreads and the production of low-value products such as sulfur, petroleum coke and fuel oils at our East Coast refineries that price at a substantial discount to light products. Gross margin was also negatively impacted by higher than anticipated energy costs as a result of the extreme cold weather experienced in the first quarter of 2014.

Average industry refining margins in the Mid-Continent were weaker during the six months ended June 30, 2014 as compared to the same period in 2013. The WTI (Chicago) 4-3-1 industry crack spread was approximately $17.80 per barrel or 35.8% lower in the six months ended June 30, 2014 as compared to $27.72 per barrel in the same period in 2013. While the price of WTI versus Dated Brent and other crude discounts narrowed during the

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first half of 2014, our refinery specific crude slate in the Mid-Continent benefited from an improving WTI/Syncrude differential, which averaged a discount of $0.89 per barrel in the first half of 2014 as compared to a premium of $3.84 per barrel in the first half of 2013, as well as relatively strong product margins on certain distillates.

The Dated Brent (NYH) 2-1-1 industry crack spread was approximately $12.60 per barrel, or 7.4%, lower in the six months ended June 30, 2014 as compared to $13.60 per barrel in the same period in 2013. While the WTI/Dated Brent differential was $5.31 lower in the six months ended June 30, 2014 as compared to the same period in 2013, the Dated Brent/Maya differential was approximately $9.04 per barrel more favorable in the six months ended June 30, 2014 as compared to the same period in 2013. While a decrease in the WTI/Dated Brent crude differential can unfavorably impact our East Coast refineries, we significantly increased our shipments of rail-delivered WTI-based crudes from the Bakken and Western Canada, which had the overall effect of reducing our landed cost of crude oil processed at our East Coast refineries and increasing our gross refining margin and gross margin. Additionally, the increase in the Dated Brent/Maya crude differential, our proxy for the light/heavy crude differential, had a positive impact on our East Coast refineries, which can process a large slate of medium and heavy, sour crude oil that is priced at a discount to light, sweet crude oil.

Operating Expenses— Operating expenses totaled $478.7 million, or $5.87 per barrel of throughput, for the six months ended June 30, 2014 compared to $408.6 million, or $4.98 per barrel of throughput, for the six months ended June 30, 2013, an increase of $70.1 million, or 17.2%. The increase in operating expenses is mainly attributable to an increase of approximately $47.6 million in energy and utilities costs primarily driven by higher natural gas prices, an increase of approximately $10.4 million in employee compensation primarily driven by employee benefit costs and $5.9 million in outside engineering and consulting fees related to refinery maintenance projects. The higher natural gas prices were temporary and driven by the extremely cold winter. Our operating expenses principally consist of salaries and employee benefits, maintenance, energy and catalyst and chemicals costs at our refineries.

General and Administrative Expenses— General and administrative expenses totaled $68.7 million for the six months ended June 30, 2014 compared to $49.2 million for the six months ended June 30, 2013, an increase of $19.5 million or 39.6%. The increase in general and administrative expenses primarily relates to higher employee compensation expense, mainly related to increases in headcount, incentive compensation, and severance costs. Our general and administrative expenses are comprised of the personnel, facilities and other infrastructure costs necessary to support our refineries.

Gain on Sale of Assets— Gain on sale of assets for the six months ended June 30, 2014 was $0.2 million related to the sale of railcars which were subsequently leased back.

Depreciation and Amortization Expense— Depreciation and amortization expense totaled $67.7 million for the six months ended June 30, 2014 compared to $54.1 million for the six months ended June 30, 2013, an increase of $13.6 million. The increase was primarily due to capital projects related to turnarounds completed in 2013 and early 2014, the expansion of the crude rail unloading facility at the Delaware City refinery and refinery optimization projects at Toledo.

Change in Fair Value of Catalyst Leases— Change in the fair value of catalyst leases represented a loss of $4.3 million for the six months ended June 30, 2014 compared to a gain of $5.5 million for the six months ended June 30, 2013. These gains and 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.

Interest Expense, net— Interest expense totaled $51.7 million for the six months ended June 30, 2014 compared to $43.3 million for the six months ended June 30, 2013, an increase of $8.4 million. The increase in interest expense is primarily due to higher letter of credit fees. Interest expense includes interest on long-term debt, costs related to the sale and leaseback of our precious metals catalyst, interest expense incurred in connection

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with our crude and feedstock supply agreements with Statoil and MSCG, financing costs associated with the Inventory Intermediation Agreements with J. Aron, letter of credit fees associated with the purchase of certain crude oils, and the amortization of deferred financing costs.

Non-GAAP Financial Measures

Management uses certain financial measures to evaluate our operating performance that are calculated and presented on the basis of methodologies other than in accordance with U.S. GAAP. These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP, and our calculations thereof may not be comparable to similarly entitled measures reported by other companies.

Gross Refining Margin

Gross refining margin is defined as gross margin excluding operating expenses and depreciation related to the refineries. We believe gross refining margin is an important measure of operating performance and provides useful information to investors because it is a better metric comparison for the industry refining margin benchmarks, as the refining margin benchmarks do not include a charge for refinery operating expenses and depreciation. In order to assess our operating performance, we compare our gross refining margin (revenue less cost of sales) to industry refining margin benchmarks and crude oil prices as defined in the table below.

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

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	Three Months Ended June 30,
	2014				2013
	$		per barrel of throughput		$		per barrel of throughput
Reconciliation of gross margin to gross refining margin:
Gross margin	$	117,516	$	2.75	$	155,484	$	3.68
Add:
Operating expenses	209,781		4.90		202,583		4.79
Refinery depreciation expense	31,174		0.73		24,247		0.57
Gross refining margin	$	358,471	$	8.38	$	382,314	$	9.04
	Six Months Ended June 30,
	2014				2013
	$		per barrel of throughput		$		per barrel of throughput
Reconciliation of gross margin to gross refining margin:
Gross margin	$	417,641	$	5.11	$	288,506	$	3.52
Add:
Operating expenses	478,680		5.87		408,599		4.98
Refinery depreciation expense	60,909		0.75		47,955		0.58
Gross refining margin	$	957,230	$	11.73	$	745,060	$	9.08

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EBITDA and Adjusted EBITDA

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

EBITDA and Adjusted EBITDA are not presentations made in accordance with GAAP and our computation of EBITDA and Adjusted EBITDA may vary from others in our industry. In addition, Adjusted EBITDA contains some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the agreements governing the senior secured notes and other credit facilities. EBITDA and Adjusted EBITDA should not be considered as alternatives to operating income or net income as measures of operating performance. In addition, EBITDA and Adjusted EBITDA are not presented as, and should not be considered, an alternative to cash flows from operations as a measure of liquidity. Adjusted EBITDA is defined as EBITDA before equity-based compensation expense, gains (losses) from certain derivative activities and contingent consideration and the non-cash change in the deferral of gross profit related to the sale of certain finished products. Other companies, including other companies in our industry, may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. Adjusted EBITDA also has limitations as an analytical tool 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 Adjusted EBITDA:

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

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

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

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

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

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

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

	Three Months Ended   June 30,					Six Months Ended   June 30,
	2014		2013			2014		2013
Reconciliation of net income to EBITDA:
Net income	$	53,518	$	118,109		$	286,268	$	195,265
Add: Depreciation and amortization expense	34,516		27,563			67,731		54,093
Add: Interest expense, net	26,217		21,738			51,673		43,349
EBITDA	$	114,251	$	167,410		$	405,672	$	292,707
Reconciliation of EBITDA to Adjusted EBITDA:
EBITDA	$	114,251	$	167,410		$	405,672	$	292,707
Stock based compensation	1,308		957			2,728		1,977
Non-cash change in fair value of catalyst lease obligations	2,338		(6,820		)	4,339		(5,481		)
Non-cash change in fair value of inventory repurchase obligations	—		(2,831		)	—		(13,873		)
Non-cash deferral of gross profit on finished product sales	—		(20,496		)	—		(28,030		)
Adjusted EBITDA	$	117,897	$	138,220		$	412,739	$	247,300

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are our cash flows from operations and borrowing availability under our credit facilities, as more fully described below. We believe that our cash flows from operations and available capital resources will be sufficient to meet our and our subsidiaries capital expenditure, working capital, distribution payments and debt service requirements. However, our ability to generate sufficient cash flow from operations depends, in part, on petroleum market pricing and general economic, political and other factors beyond our control. We are in compliance with all of the covenants, including financial covenants, for all of our debt agreements.

Cash Flow Analysis

Cash Flows from Operating Activities

Net cash provided by operating activities was $212.4 million for the six months ended June 30, 2014 compared to net cash used in operating activities of $20.6 million for the six months ended June 30, 2013. Our operating cash flows for the six months ended June 30, 2014 included our net income of $286.3 million, plus net non-cash charges relating to depreciation and amortization of $71.2 million, pension and other post retirement benefits costs of $10.5 million, changes in the fair value of our catalyst lease of $4.3 million and stock based compensation of $2.7 million, partially offset by the change in the fair value of our inventory repurchase obligations of $8.0 million and gain on sale of assets of $0.2 million. In addition, net changes in working capital reflected uses of cash of $154.4 million driven by the timing of inventory purchases and collections of accounts receivables. Our operating cash flows for the six months ended June 30, 2013 included our net income of $195.3 million, plus net non-cash charges relating to depreciation and amortization of $57.4 million, pension and other post retirement benefits costs of $8.5 million, and stock-based compensation of $2.0 million, offset by net cash used in working

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capital of $260.9 million, the change in the fair value of our inventory repurchase obligations of $17.4 million and changes in the fair value of our catalyst lease obligations of $5.5 million,

Cash Flows from Investing Activities

Net cash used in investing activities was $132.5 million for the six months ended June 30, 2014 compared to net cash used in investing activities of $112.7 million for the six months ended June 30, 2013. The net cash flows used in investing activities for the six months ended June 30, 2014 was comprised of capital expenditures totaling $122.6 million, expenditures for turnarounds of $39.4 million and expenditures for other assets of $8.2 million, partially offset by $37.8 million in proceeds from the sale of rail cars. Net cash used in investing activities for the six months ended June 30, 2013 consisted of the capital expenditures totaling $105.1 million, expenditures for turnarounds of $4.5 million and expenditures for other assets of $3.1 million.

Cash Flows from Financing Activities

Net cash provided by financing activities was $156.5 million for the six months ended June 30, 2014 compared to net cash used in financing activities of $51.8 million for the six months ended June 30, 2013. For the six months ended June 30, 2014, net cash provided by financing activities consisted primarily of $328.7 million of members' capital contributions, $56.0 million of proceeds from intercompany notes payable, and $8.2 million of net proceeds from the PBF Rail Logistics Company LLC revolving debt facility. This was partially offset by distributions to PBF LLC of $218.8 million, net revolver repayments of $15.0 million and $2.6 million of deferred financing and other costs. For the six months ended June 30, 2013, net cash used in financing activities consisted of distributions to PBF LLC of $155.8 million, payment of contingent consideration related to acquisition of the Toledo refinery of $21.3 million and deferred financing and other costs of $1.3 million. This was offset by net cash received from revolver borrowings of $95.0 million and proceeds from intercompany notes payables of $31.6 million.

Rail Facility Revolving Credit Facility

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

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

At June 30, 2014, there was $8.2 million outstanding under the Rail Facility.

Crude Oil Acquisition Agreement Termination

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

Working Capital

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Working capital for PBF Holding at June 30, 2014 was $941.3 million, consisting of $2,804.2 million in total current assets and $1,862.9 million in total current liabilities. Working capital at December 31, 2013 was $542.0 million, consisting of $2,175.0 million in total current assets and $1,633.0 million in total current liabilities.

Liquidity

As of June 30, 2014, our total liquidity was approximately $849.5 million, compared to total liquidity of approximately $615.9 million as of December 31, 2013. Total liquidity is the sum of our cash and cash equivalents plus the amount of availability under the Revolving Loan.

In addition, PBF Energy has borrowing capacity of $241.8 million under the Rail Facility to fund the acquisition by PBF Rail of Eligible Railcars.

Capital Spending

Net capital spending was $132.5 million for the six months ended June 30, 2014, which primarily included turnaround costs, safety related enhancements and facility improvements at the refinery and the continued expansion of the rail unloading facility at our Delaware City refinery. We currently expect to spend an aggregate of approximately $300 million in net capital expenditures during 2014 for facility improvements, refinery maintenance and turnarounds, and further expansion of the rail unloading facility at our Delaware City refinery. Included in our projected capital expenditures are costs related to the expected 40-day plant-wide turnaround at our Toledo refinery planned for the fourth quarter of 2014.

Off-Balance Sheet Arrangements and Contractual Obligations and Commitments

We have no off-balance sheet arrangements as of June 30, 2014, other than outstanding letters of credit in the amount of approximately $678.6 million.

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

During the six months ended June 30, 2014, we entered into additional railcar leases with terms of up to 10 years. We expect to make lease payments of $58.7 million over the term of these additional agreements.

Distribution Policy

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

Iran Sanctions Compliance Disclosure

Under the Iran Threat Reduction and Syrian Human Rights Act of 2012 ("ITRA"), which added Section 13(r) of the Exchange Act, we are required to include certain disclosures in our periodic reports if we or any of our “affiliates” knowingly engaged in certain specified activities during the period covered by the report. Because the SEC defines the term “affiliate” broadly, it may include any entity controlled by us as well as any person or entity that controls us or is under common control with us (“control” is also construed broadly by the SEC). Neither

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we nor any of our controlled affiliates or subsidiaries have knowingly engaged in any transaction or dealing reportable under Section 13(r) of the Exchange Act during the reporting period.

Funds affiliated with The Blackstone Group L.P. (“Blackstone”) are holders of approximately 3.3% of the outstanding voting interests of PBF Energy and have nominated one of the current directors on PBF Energy's Board of Directors. Accordingly, Blackstone may be deemed an “affiliate” of PBF Energy, as that term is defined in Exchange Act Rule 12b-2.  We received notice from Blackstone that it has included the disclosures described below in its SEC filings pursuant to ITRA regarding one of its portfolio companies that may be deemed to be affiliates of Blackstone. Because of the broad definition of “affiliate” in Exchange Act Rule 12b-2, these portfolio companies of Blackstone, through Blackstone's ownership of PBF Energy, may also be deemed to be affiliates of ours.  We have not independently verified the disclosures described in the following paragraphs.

We have received notice from Blackstone that Travelport Limited ("Travelport"), as part of their global business in the travel industry, provides certain passenger travel-related GDS and Technology Services to Iran Air and certain Technology Services to Iran Air Tours. All of these services are either exempt from applicable sanctions prohibitions pursuant to a statutory exemption permitting transactions ordinarily incident to travel or, to the extent not otherwise exempt, specifically licensed by the U.S. Office of Foreign Assets Control. Subject to any changes in the exempt/licensed status of such activities, Travelport intends to continue these business activities, which are directly related to and promote the arrangement of travel for individuals. The gross revenue and net profit attributable to these activities in the quarter ended June 30, 2014 were approximately $0.2 million and $0.1 million, respectively.

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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, 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.

Certain of our crude and feedstock supply agreements and products offtake agreements, reduce the time we are exposed to market price fluctuations. For example, our crude and feedstock supply agreements with Statoil allow us to take title to and price our crude oil at locations in close proximity to our refineries, as opposed to the crude oil origination point. The crude supply agreement with MSCG for our Toledo refinery allowed us to price and pay for our crude oil as it is processed at that refinery. In addition, the products offtake agreements with MSCG for our Delaware City and Paulsboro refineries that were terminated effective July 1, 2013, allowed us to sell our light finished products, certain intermediates and lube base oils as they were produced. Subsequent to termination of the MSCG products offtake agreements, we independently sell and market our refined products to customers on the spot market or through term agreements.

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 June 30, 2014 and December 31, 2013, we had gross open commodity derivative contracts representing 88.8 million barrels and 43.2 million barrels, respectively, with an unrealized net gain (loss) of $20.6 million and $(19.4) million, respectively. The open commodity derivative contracts as of June 30, 2014 expire at various times during 2014 and 2015.

We carry inventories of crude oil, intermediates and refined products (“hydrocarbon inventories”) on our balance sheet, the values of which are subject to fluctuations in market prices. Our hydrocarbon inventories totaled approximately 16.6 million barrels and 13.9 million barrels at June 30, 2014 and December 31, 2013, respectively. The average cost of our hydrocarbon inventories was approximately $100.71 and $101.65 per barrel on a LIFO basis at June 30, 2014 and December 31, 2013, respectively. If market prices decline to a level below the average cost, we may be required to 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 37 million MMBTUs of natural gas amongst our three refineries. Accordingly, a $1.00 per MMBTU change in natural gas prices would increase or decrease our natural gas costs by approximately $37 million.

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Compliance Program Price Risk

We are exposed to market risks related to the volatility in the price of Renewable Identification Numbers ("RINs") required to comply with the Renewable Fuel Standard. Our overall RINs obligation is based on a percentage of our domestic shipments of on-road fuels as established by the EPA. To the degree we are unable to blend the required amount of biofuels to satisfy our RINs obligation, we must purchase RINs on the open market. To mitigate the impact of this risk on our results of operations and cash flows we may purchase RINs when the price of these instruments is deemed favorable.

Interest Rate Risk

During 2013, we amended the terms of our Revolving Loan to increase the size of our asset-based revolving credit facility from $1.575 to $1.610 billion. Borrowings under our Revolving Loan bear interest at the Adjusted LIBOR Rate plus 1.75% to 2.50%, depending on our debt rating. If this facility were fully drawn, a one percent change in the interest rate would increase or decrease our interest expense by $16.1 million annually.

In addition, we entered into the Rail Facility in 2014 which bears interest at a variable rate and exposes us to interest rate risk. A 1.0% change in the interest rate associated with the borrowings outstanding under this facility would result in a $2.5 million change in our interest expense, assuming the $250.0 million available under the Rail Facility were fully drawn.

We also have interest rate exposure in connection with our Statoil and MSCG crude oil agreements and J. Aron Inventory Intermediation Agreements under which we pay a time value of money charge based on LIBOR.

Credit Risk

We are subject to risk of losses resulting from nonpayment or nonperformance by our counterparties. We will 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.

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 accumulated and communicated to management in a timely manner. Under the supervision and with the participation of our management, including PBF Holding's principal executive officer and the principal financial officer, we have evaluated the effectiveness of our system of disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of June 30, 2014. Based on that evaluation, PBF Holding's principal executive officer and the principal financial officer have concluded that PBF Holding's disclosure controls and procedures are effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

Management has not identified any changes in our internal control over financial reporting that occurred during the three months ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On June 14, 2013, two administrative appeals were filed by the Sierra Club and Delaware Audubon regarding a permit Delaware City Refining Company LLC (“DCR”) obtained to allow loading of crude oil onto barges. The appeals allege that both the loading of crude oil onto barges and the operation of the Delaware City rail unloading terminal violate Delaware’s Coastal Zone Act. The first appeal is Number 2013-1 before the State Coastal Zone Industrial Control Board (the “CZ Board”), and the second appeal is before the Environmental Appeals Board and appeals Secretary’s Order No. 2013-A-0020. The CZ Board held a hearing on the first appeal on July 16, 2013, and ruled in favor of DCR and the State of Delaware and dismissed Appellants’ appeal for lack of standing. Sierra Club and Delaware Audubon have appealed that decision to the Delaware Superior Court, New Castle County, Case No. N13A-09-001 ALR, and DCR and the State have filed cross-appeals. Briefs have been filed in this appeal and the court issued a stay until briefs are filed in the second appeal. A hearing on the second appeal before the Environmental Appeals Board (the “EAB”), case no. 2013-06, was held on January 13, 2014, and the EAB ruled in favor of DCR and the State and dismissed the appeal for lack of jurisdiction. The Appellants filed a Notice of Appeal with the Superior Court appealing the EAB’s decision and briefs are scheduled to be filed in the third quarter of 2014. If the Appellants in one or both of these matters ultimately prevail, the outcome may have an adverse material effect on our financial condition, results of operations or cash flows.

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 Company LLC 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.

Item 1A. Risk Factors

The following risk factor supplements and/or updates the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013:

Risks Related to Our Affiliation with PBFX

We depend upon PBFX for a substantial portion of our refineries’ logistics needs and have obligations for minimum volume commitments in our commercial agreements with PBFX.

We depend on PBFX to receive, handle and transfer crude oil for us from sources located throughout the United States and Canada in support of our three refineries under long-term, fee-based commercial agreements with our subsidiaries. These commercial agreements have an initial term of seven years and include minimum quarterly volume commitments and inflation escalators. If we fail to meet the minimum volume commitment during any calendar quarter, we will be required to make a shortfall payment quarterly to PBFX equal to the volume of the shortfall multiplied by the applicable fee.

PBFX’s operations are subject to all of the risks and operational hazards inherent in receiving, handling and transferring crude oil and refined products, including: damages to its facilities, related equipment and surrounding properties caused by floods, fires, severe weather, explosions and other natural disasters and acts of terrorism; mechanical or structural failures at PBFX’s facilities or at third-party facilities on which its operations are dependent; curtailments of operations relative to severe seasonal weather; inadvertent damage to our facilities from construction, farm and utility equipment; and other hazards. Any of these events or factors could result in severe damage or destruction to PBFX’s assets or the temporary or permanent shut-down of PBFX’s facilities. If PBFX is unable to serve our logistics needs, our ability to operate our refineries and receive crude oil could be adversely impacted, which could adversely affect our business, financial condition and results of operations.

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All of the executive officers and a majority of the initial directors of PBF GP are also officers of PBF Energy. Conflicts of interest could arise as a result of this arrangement.

PBF Energy indirectly owns and controls PBF GP, and appoints all of its officers and directors. All of the executive officers and a majority of the initial directors of PBF GP are also officers or a director of PBF Energy. These individuals will devote significant time to the business of PBFX. Although the directors and officers of PBF GP have a fiduciary duty to manage PBF GP in a manner that is beneficial to PBF Energy, as directors and officers of PBF GP they also have certain duties to PBFX and its unit holders. Conflicts of interest may arise between PBF Energy and its affiliates, including PBF GP, on the one hand, and PBFX and its unit holders, on the other hand. In resolving these conflicts of interest, PBF GP may favor its own interests and the interests of PBFX over the interests of PBF Energy. In certain circumstances, PBF GP may refer any conflicts of interest or potential conflicts of interest between PBFX, on the one hand, and PBF Energy, on the other hand, to its conflicts committee (which must consist entirely of independent directors) for resolution, which conflicts committee must act in the best interests of the public unit holders of PBFX. As a result, PBF GP may manage the business of PBFX in a way that may differ from the best interests of PBF Energy or its stockholders.

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Item 6. Exhibits

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

EXHIBIT INDEX

Exhibit Number	Description
10.1	Contribution, Conveyance and Assumption Agreement, dated as of May 8, 2014. (Incorporated by reference to Exhibit 10.1 filed with PBF Holding Company LLC's Current Report on Form 8-K dated May 14, 2014 (File No. 333-186007))
10.2	Omnibus Agreement, dated as of May 14, 2014. (Incorporated by reference to Exhibit 10.2 filed with PBF Holding Company LLC's Current Report on Form 8-K dated May 14, 2014 (File No. 333-186007))
10.3	Operation and Management Services and Secondment Agreement, dated as of May 14, 2014. (Incorporated by reference to Exhibit 10.3 filed with PBF Holding Company LLC's Current Report on Form 8-K dated May 14, 2014 (File No. 333-186007))
10.4	Delaware City Rail Terminaling Services Agreement, dated as of May 14, 2014. (Incorporated by reference to Exhibit 10.4 filed with PBF Holding Company LLC's Current Report on Form 8-K dated May 14, 2014 (File No. 333-186007))
10.5	Toledo Truck Unloading & Terminaling Agreement, dated as of May 14, 2014. (Incorporated by reference to Exhibit 10.5 filed with PBF Holding Company LLC's Current Report on Form 8-K dated May 14, 2014 (File No. 333-186007))
10.6**	Amended and Restated Toledo Truck Unloading & Terminaling Service Agreement effective June 1, 2014.
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*	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*	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.

 ——————————

*	Furnished, not filed.
**	Filed herewith.

In accordance with Rule 402 of Regulation S-T, the XBRL information in Exhibit 101 to this Form 10-Q shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be

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incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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Signatures

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

		PBF Holding Company LLC
Date	August 13, 2014		By:	/s/ Erik Young
				Erik Young Senior Vice President, Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)
		PBF Finance Corporation
Date	August 13, 2014		By:	/s/ Erik Young
				Erik Young Senior Vice President, Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Contribution, Conveyance and Assumption Agreement, dated as of May 8, 2014. (Incorporated by reference to Exhibit 10.1 filed with PBF Holding Company LLC's Current Report on Form 8-K dated May 14, 2014 (File No. 333-186007))
10.2	Omnibus Agreement, dated as of May 14, 2014. (Incorporated by reference to Exhibit 10.2 filed with PBF Holding Company LLC's Current Report on Form 8-K dated May 14, 2014 (File No. 333-186007))
10.3	Operation and Management Services and Secondment Agreement, dated as of May 14, 2014. (Incorporated by reference to Exhibit 10.3 filed with PBF Holding Company LLC's Current Report on Form 8-K dated May 14, 2014 (File No. 333-186007))
10.4	Delaware City Rail Terminaling Services Agreement, dated as of May 14, 2014. (Incorporated by reference to Exhibit 10.4 filed with PBF Holding Company LLC's Current Report on Form 8-K dated May 14, 2014 (File No. 333-186007))
10.5	Toledo Truck Unloading & Terminaling Agreement, dated as of May 14, 2014. (Incorporated by reference to Exhibit 10.5 filed with PBF Holding Company LLC's Current Report on Form 8-K dated May 14, 2014 (File No. 333-186007))
10.6**	Amended and Restated Toledo Truck Unloading & Terminaling Agreement effective as of June 1, 2014.
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*	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*	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.

 ——————————

*	Furnished, not filed.
**	Filed herewith.

In accordance with Rule 402 of Regulation S-T, the XBRL information in Exhibit 101 to this Form 10-Q shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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EX-10.6

AMENDED AND RESTATED

TOLEDO TRUCK UNLOADING &

TERMINALING AGREEMENT

TABLE OF CONTENTS

Article 1	Definitions and Construction	1
Article 2	Term	9
Article 3	Terminaling; Ancillary Services	9
Article 4	Custody, Title and Risk of Loss	12
Article 5	Specification and Contamination	13
Article 6	Condition and Maintenance of the Terminal	14
Article 7	Inspection, Access and Audit Rights	15
Article 8	Scheduling	16
Article 9	Vapor Recovery	16
Article 10	Additional Covenants	16
Article 11	Representations	18
Article 12	Insurance	19
Article 13	Force Majeure, Damage or Destruction	19
Article 14	Suspension of Refinery Operations	20
Article 15	Right of First Refusal	21
Article 16	Shutdown or Idling of Refinery	24
Article 17	Event of Default: Remedies Upon Event of Default	24
Article 18	Indemnification	27
Article 19	Limitation on Damages	28
Article 20	Confidentiality	28
Article 21	Choice of Law	29
Article 22	Assignment	30
Article 23	Notices	31
Article 24	No Waiver; Cumulative Remedies	32
Article 25	Nature of Transaction and, Relationship of Parties	33
Article 26	Arbitration Provision	33
Article 27	General	34

i

Exhibit A     Ancillary Services Fees

Exhibit B     Product and Product Quality

Exhibit C    Nomination and Scheduling

Exhibit D    Designated Refinery Assets

ii

AMENDED AND RESTATED

TOLEDO TRUCK UNLOADING & TERMINALING AGREEMENT

This Amended and Restated Toledo Truck Unloading & Terminaling Agreement (this “Agreement”) is made and entered into to be effective as of June 1, 2014, by and between PBF Holding Company LLC, a Delaware limited liability company (the “Company”), and PBF Logistics LP, a Delaware limited partnership (the “Operator”) (each referred to individually as a “Party” or collectively as the “Parties”).

WHEREAS, the Operator operates a truck unloading facility located in the Company’s north tank farm in Toledo, Ohio (together with existing or future modifications or additions, the “Terminal”);

WHEREAS, the Parties previously entered into that certain Toledo Truck Unloading & Terminaling Agreement, dated as of May 14, 2014 (the “Original Agreement”), (a) to provide for the rights and obligations of the Parties with respect to the Terminal and (b) to record the terms and conditions upon which the Operator shall provide terminaling services to the Company at the Terminal on a non-exclusive basis and the Operator shall serve as operator of the Terminal and bailee of all Products in the custody of the Operator and owned or held by the Company or any of the Company Designees; and

WHEREAS, the Parties now desire to amend and restate the Original Agreement (a) to increase the bpd of Products reflected in the Minimum Throughput Commitment and the Minimum Throughput Capacity, as such terms are defined herein, in each case as of August 1, 2014, and (b) to make certain other changes the Original Agreement.

NOW, THEREFORE, in consideration of the premises and the respective promises, conditions, terms and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties do hereby agree as follows:

Article 1Definitions and Construction.

Section 1.1Definitions. For purposes of this Agreement, including the foregoing recitals, the following terms shall have the meanings indicated below:

“Acquisition Proposal” has the meaning specified in Section 15.3(a).

“Adjustment” has the meaning specified in Section 3.6(a).

“Affiliate” means, with respect to a specified Person, any other Person controlling, controlled by or under common control with that first Person. As used in this definition, the term “control” includes (a) with respect to any Person having voting securities or the equivalent and elected directors, managers or Persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the power to vote in the election of directors, managers or Persons performing similar functions, (b) ownership of 50% or more of the equity or equivalent interest in any Person and (c) the ability to direct the business and affairs of any Person by acting as a general partner, manager or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, the Company and its subsidiaries (other than the Operator and its subsidiaries), on the one hand, and the Operator and its subsidiaries, on the other hand, shall not be considered Affiliates of each other.

“Agreement” has the meaning specified in the preamble to this document.

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“Ancillary Services” means the services to be provided by the Operator to the Company at the Terminal that are set forth on Exhibit A, as well as any other ancillary services requested in accordance with Section 3.4.

“Ancillary Services Fees” means, for any month during the Term, the fees set forth on Exhibit A, to be paid by the Company pursuant to Section 3.4 during that month for Ancillary Services.

“Applicable Law” means any applicable statute, law, regulation, Environmental Law, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued under any of the foregoing by, or any determination by, any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including all of the terms and provisions of the applicable common law of such Governmental Authority), as interpreted and enforced at the time in question.

“Arbitrable Dispute” means any and all disputes, controversies and other matters in question between the Operator, on the one hand, and the Company, on the other hand, arising under or in connection with this Agreement.

“Barrel” means forty-two (42) net U.S. gallons, measured at 60° F and 1 atmospheric pressure.

“bpd” means barrels per day.

“Business Day” means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the State of New York, State of New Jersey or the State of Ohio.

“Capital Expenditure” means any expenditure incurred to acquire or upgrade a fixed asset.

“Change in Law” has the meaning specified in Section 3.6(a).

“Change of Control” means PBF Energy Company LLC or any of its majority owned direct or indirect subsidiaries ceases to control the general partner of the Operator.

“Claimant” has the meaning specified in Article 26.

“Commencement Date” means May 14, 2014.

“Company” has the meaning specified in the preamble to this Agreement.

“Company Designee” means, collectively, each Person designated by the Company, including any Person acting as an intermediator of all or any portion of the Products or any third party.

“Company Indemnitees” has the meaning specified in Section 18.1.

“Company Inspectors” has the meaning specified in Section 7.1.

“Company’s Share” means a number, expressed as a percentage, equal to the quotient of (a) the greater of (i) the total Barrels throughput by the Company and any Company Designee at the Terminal, in the aggregate, during the sixth-month period preceding the date of determination or (ii) the Minimum Throughput Commitment during such period, and (b) the total Barrels throughput by all Persons at the Terminal during such period.

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“Confidential Information” means all information, documents, records and data (including this Agreement, except to the extent required to be made public in a filing with the Securities and Exchange Commission or another Governmental Authority or pursuant to the rules and regulations of any national securities exchange) that a Party furnishes or otherwise discloses to the other Party (including any such items furnished prior to the execution of this Agreement), together with all analyses, compilations, studies, memoranda, notes or other documents, records or data (in whatever form maintained, whether documentary, computer or other electronic storage or otherwise) prepared by the receiving Party which contain or otherwise reflect or are generated from such information, documents, records and data; provided, however, that the term “Confidential Information” does not include any information that (a) at the time of disclosure or thereafter is or becomes generally available to or known by the public (other than as a result of a disclosure by the receiving Party), (b) is developed by the receiving Party without reliance on any Confidential Information or (c) is or was available to the receiving Party on a nonconfidential basis from a source other than the disclosing Party that, insofar as is known to the receiving Party after reasonable inquiry, is not prohibited from transmitting the information to the recipient by a contractual, legal or fiduciary obligation to the disclosing Party.

“Contract Quarter” means a three-month period that commences on January 1, April 1, July 1 or October 1, and ends on March 31, June 30, September 30 or December 31, respectively, except that the initial Contract Quarter shall commence on the Commencement Date and end on June 30, 2014 and the final Contract Quarter shall end on the last day of the Term.

“Contract Year” means a year that commences on January 1 and ends on the last day of December of such year, except that the initial Contract Year shall commence on the Commencement Date and the final Contract Year shall end on the last day of the Term.

“control” (including with correlative meaning, the term “controlled by”) means, as used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Defaulting Party” has the meaning specified in Section 17.2.

“Designated Refinery Assets” has the meaning specified in Section 16.1.

“Disposition Notice” has the meaning specified in Section 15.3(a).

“Environmental Law” means all federal, state, and local laws, statutes, rules, regulations, orders, judgments, ordinances, codes, injunctions, decrees, Environmental Permits and other legally enforceable requirements and rules of common law now or hereafter in effect, relating to pollution or protection of human health and the environment, safety, and occupational health, including the federal Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Amendments Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution Control Act, the Toxic Substances Control Act, the Oil Pollution Act, the Clean Water Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, OSHA, and other similar federal, state or local health and safety, and environmental conservation and protection laws, each as amended from time to time.

“Environmental Permit” means any permit, approval, identification number, license, registration, consent, exemption, variance or other authorization required under or issued pursuant to any applicable Environmental Law.

“ET” means the prevailing time in the Eastern time zone.

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“Event of Default” has the meaning specified in Section 17.1.

“Excess Throughput” has the meaning specified in Section 3.3.

“First ROFR Acceptance Deadline” has the meaning specified in Section 15.3(a).

“Force Majeure” means acts of God, strikes, lockouts or other industrial disturbances, acts of a public enemy, wars, terrorism, blockades, insurrections, riots, storms, floods, interruptions in the ability to have safe passage in navigable waterways or rail lines, washouts, other interruptions caused by acts of nature or the environment, arrests, the order of any court or Governmental Authority claiming or having jurisdiction while the same is in force and effect, civil disturbances, explosions, fires, leaks, releases, breakage, accident to machinery, vessels, storage tanks or lines of pipe or rail lines, inability to obtain or unavoidable delay in obtaining material or equipment, inability to obtain or distribute Products, feedstocks, other products or materials necessary for operation because of a failure of third-party pipelines or rail lines or any other causes whether of the kind herein enumerated or otherwise not reasonably within the control of the Party claiming suspension and which by the exercise of commercially reasonable efforts such Party is unable to prevent or overcome; provided, however, a Party’s inability to perform its economic obligations hereunder shall not constitute an event of Force Majeure.

“Force Majeure Notice” has the meaning specified in Section 13.1.

“Force Majeure Party” has the meaning specified in Section 13.1.

“Force Majeure Period” has the meaning specified in Section 13.1.

“Governmental Authority” means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.

“Hart-Scott-Rodino Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Index Change” means the Producer Price Indexis no longer published or the method of calculating the Producer Price Index is changed so that the Producer Price Indexno longer reflects general increases in prices in the broad United States economy.

“Initial Term” has the meaning specified in Section 2.1.

“Liabilities” means any losses, liabilities, charges, damages, deficiencies, assessments, interests, fines, penalties, costs and expenses (collectively, “Costs”) of any kind (including reasonable attorneys’ fees and other fees, court costs and other disbursements), including any Costs directly or indirectly arising out of or related to any suit, proceeding, judgment, settlement, cause of action, equitable or injunctive relief, or judicial or administrative order and any Costs arising from compliance or non-compliance with Environmental Law.

“Minimum Throughput Capacity” means, with respect to (a) the Contract Quarter ending June 30, 2014, an aggregate amount of throughput capacity equal to 4,000 bpd of Products, multiplied by the number of calendar days in such Contract Quarter, (b) the Contract Quarter ending September 30, 2014, an amount of throughput capacity equal to the sum of (i) 4,000 bpd of Products multiplied by the number of days in the period from July 1, 2014 through July 31, 2014 plus (ii) 5,500 bpd of Products multiplied by the number of days in the period from August 1, 2014 through

4

September 30, 2014 and (c) each Contract Quarter ending on or after December 31, 2014, an aggregate amount of throughput capacity equal to 5,500 bpd of Products, multiplied by the number of calendar days in such Contract Quarter.

“Minimum Throughput Commitment” means, with respect to (a) the Contract Quarter ending June 30, 2014, an aggregate amount of Products received at the Terminal equal to at least4,000bpd of Products, multiplied by the number of calendar days in such Contract Quarter, (b) the Contract Quarter ending September 30, 2014, an aggregate amount of Products received at the Terminal equal to at least the sum of (i) 4,000 bpd of Products multiplied by the number of days in the period from July 1, 2014 through July 31, 2014 plus (ii) 5,500 bpd of Products multiplied by the number of days in the period from August 1, 2014 through September 30, 2014 and (c) each Contract Quarter ending on or after December 30, 2014, an aggregate amount of Products received at the Terminal equal to at least5,500bpd of Products, multiplied by the number of calendar days in such Contract Quarter.

“Nomination” has the meaning specified in Exhibit C.

“Non-Defaulting Party” means the Party other than the Defaulting Party.

“Notice Period” has the meaning specified in Section 14.1.

“Off-Specification Product” means Product that fails to meet the specifications set forth in Exhibit B.

“Offer Price” has the meaning specified in Section 15.3(a).

“Omnibus Agreement” means that Omnibus Agreement, dated as of the date hereof, by and among theCompany, PBF Energy Company LLC, PBF Logistics GP LLC, and the Operator.

“Operation and Management Services and Secondment Agreement” means that Operation and Management Services and Secondment Agreement, dated as of the date hereof, by and among the Company, the Operator, Delaware City Refining Company LLC, Toledo Refining Company LLC, PBF Logistics GP LLC, and Delaware City Terminaling Company LLC.

“Operator” has the meaning specified in the preamble to this Agreement.

“Operator Indemnitees” has the meaning specified in Section 18.2.

“OSHA” means Occupational Safety and Health Act of 1970, 29 U.S.C. Section 651 et seq.

“Party” or “Parties” has the meaning specified in the preamble to this Agreement.

“Permitted Lien” means (a) liens for real estate taxes, assessments, sewer and water charges or other governmental charges and levies not yet delinquent; (b) liens for taxes, assessments, judgments, governmental charges or levies, or claims not yet delinquent or the non-payment of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been set aside; (c) liens of mechanics, laborers, suppliers, workers and materialmen incurred in the ordinary course of business for sums not yet due or being diligently contested in good faith; and (d) liens incurred in the ordinary course of business in connection with worker’s compensation and unemployment insurance or other types of social security benefits.

“Permanent Refinery Shutdown” has the meaning specified in Section 16.1(a).

5

“Person” means any individual, corporation, partnership, limited partnership, limited liability company, joint venture, trust or unincorporated organization, joint stock company or any other private entity or organization, Governmental Authority, court or any other legal entity, whether acting in an individual, fiduciary or other capacity.

“Prime Rate” means the rate of interest quoted in The Wall Street Journal, Bonds, Rates & Yields Section as the Prime Rate.

“Producer Price Index” shall have the meaning ascribed to such term by the United States Bureau of Labor Statistics.

“Product” means any of the products listed on Exhibit B, as from time to time amended by mutual agreement of the Parties.

“Proposed Transferee” has the meaning specified in Section 15.3(a).

“Prudent Industry Practice” means, as of the relevant time, those methods and acts generally engaged in or applied by the refining, pipeline or terminaling industries (as applicable) in the United States that, in the exercise of reasonable judgment in light of the circumstances known at the time of performance, would have been expected to accomplish the desired result at a reasonable cost consistent with functionality, reliability, safety and expedition with due regard for health, safety, security and environmental considerations. Prudent Industry Practice is not intended to be limited to the optimum practices, methods or acts to the exclusion of others, but rather is intended to include reasonably acceptable practices, methods and acts generally engaged in or applied by the refining, pipeline or terminaling industries (as applicable) in the United States.

“Receiving Party Personnel” has the meaning specified in Section 20.4.

“Refinery” means the petroleum refinery located in Toledo, Ohio owned and operated by the Company’s Affiliates.

“Refinery Asset Option Notice” has the meaning specified in Section 16.1(b).

“Refinery Asset Option Period” has the meaning specified in Section 16.1(f).

“Refinery Asset Purchase Option” has the meaning specified in Section 16.1(b).

“Renewal Term” has the meaning specified in Section 2.1.

“Required Permits” has the meaning specified in Section 10.1.

“Respondent” has the meaning specified in Article 26.

“Restoration” has the meaning specified in Section 6.2(b).

“ROFR Acceptance Deadlines” has the meaning specified in Section 15.3(a).

“ROFR Asset” means the Terminal and each asset that comprises the Terminal and is material to the operation thereof.

“ROFR Governmental Approval Deadline” has the meaning specified in Section 15.3(c).

6

“ROFR Response” has the meaning specified in Section 15.3(a).

“Sale Assets” has the meaning specified in Section 15.3(a).

“Second ROFR Acceptance Deadline” has the meaning specified in Section 15.3(a).

“Services” has the meaning specified in Section 3.1.

“Shortfall” has the meaning specified in Section 3.7.

“Shortfall Payment” has the meaning specified in Section 3.7.

“Special Damages” has the meaning specified in Article 19.

“Supplier Inspector” means any Person selected by the Company to perform any and all inspections required by the Company or the Company Designee in a commercially reasonable manner at the Company’s own cost and expense that is acting on behalf of the Company or the Company Designee and that (a) is a Person who performs sampling, quality analysis and quantity determination or similar services of the Products purchased and sold under any agreement between the Company (or its Affiliates) and the Company Designee, (b) is not an Affiliate of any Party and (c) in the reasonable judgment of the Company, is qualified and reputed to perform its services in accordance with Applicable Law and Prudent Industry Practice.

“Suspension Notice” has the meaning specified in Section 14.1.

“Term” has the meaning specified in Section 2.1.

“Terminal” has the meaning specified in the recitals.

“Terminal Maintenance” has the meaning specified in Section 6.2(a).

“Terminaling Service Fee” has the meaning set forth in Section 3.1.

“Termination Notice” has the meaning specified in Section 13.2.

“Transfer” means to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of, whether in one or a series of transactions.

Section 1.2    Construction of Agreement.

(a)    Unless otherwise specified, all references herein are to the Articles, Sections and Exhibits of this Agreement and all Exhibits are incorporated herein.

(b)    All headings herein are intended solely for convenience of reference and shall not affect the meaning or interpretation of the provisions of this Agreement.

(c)    Unless expressly provided otherwise, the word “including” as used herein does not limit the preceding words or terms and shall be read to be followed by the words “without limitation” or words having similar import.

7

(d)    Unless expressly provided otherwise, all references to days, weeks, months and quarters mean calendar days, weeks, months and quarters, respectively.

(e)    Unless expressly provided otherwise, references herein to “consent” mean the prior written consent of the Party at issue.

(f)    A reference to any Party to this Agreement or another agreement or document includes the Party’s permitted successors and assigns.

(g)    Unless the contrary clearly appears from the context, for purposes of this Agreement, the singular number includes the plural number and vice versa; and each gender includes the other gender.

(h)    Except where specifically stated otherwise, any reference to any Applicable Law or agreement shall be a reference to the same as amended, supplemented or reenacted from time to time.

(i)    The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

Section 1.3    No Presumption. The Parties acknowledge that they and their counsel have reviewed and revised this Agreement and that no presumption of contract interpretation or construction shall apply to the advantage or disadvantage of the drafter of this Agreement.

Article 2Term.

Section 2.1    Term. The initial term of this Agreement (the “Initial Term”) shall commence at 12:00 a.m., ET, on the Commencement Date and shall continue until 11:59 p.m., ET, on the first December 31 following the seventh (7^th) anniversary of the Commencement Date. Thereafter, subject to the last sentence of this paragraph, the Company shall have a unilateral option to extend this Agreement for two additional five (5)year periods on the same terms and conditions set forth herein (each, a “Renewal Term”). The Initial Term and the Renewal Terms are sometimes referred to collectively herein as the “Term.” In order to exercise its option to extend this Agreement for a Renewal Term, the Company shall notify the Operator in writing not less than twelve (12) months prior to the expiration of the Initial Term or any Renewal Term, as applicable.

Section 2.2    Termination. The Parties may terminate this Agreement prior to the end of the Term (but are under no obligation to do so) (a) as they may mutually agree in writing, (b) pursuant to a Termination Notice in accordance with Section 13.2, (c) pursuant to a Suspension Notice in accordance with Section 14.1, (d) pursuant to a default in accordance with Section 17.2 or (e) pursuant to Section 3.6(c).

Article 3Terminaling; Ancillary Services.

Section 3.1    Services. Subject to the terms of this Agreement, the Operator shall provide the following services (the “Services”) to the Company hereunder: receipt, unloading, handling, throughput, custody and delivery of the Company’s (and its subsidiaries’ and the Company Designee’s) Product at the Terminal. During each Contract Quarter during the Term, the Company (on its own behalf and on behalf of its subsidiaries and the Company Designee) shall throughput or, if it does not throughput, pay for in accordance with Section 3.7, in the aggregate, at least the Minimum Throughput Commitment at the Terminal and the Operator shall make available to the Company throughput capacity at the Terminal (and provide the Services as reasonably requested by the Company in connection therewith

8

subject to the terms hereof), at all times sufficient to allow the Company to throughput the Minimum Throughput Commitment at the Terminal.

Section 3.2    Terminaling Service Fee. The Company shall pay a terminaling services fee (the “Terminaling Service Fee”) for the volumes of Products it actually throughputs at the Terminal of $1.00 per Barrel (which is inclusive of the Company providing the Operator with access to the Terminal) for all throughput up to the Minimum Throughput Commitment.

Section 3.3    Excess Throughput. The Company shall have the right to throughput volumes in excess of its Minimum Throughput Commitment (“Excess Throughput”), up to the then-available capacity of the Terminal, as reasonably determined by the Operator in good faith at any time (after giving effect to the physical and operational constraints of the Terminal and the capacity contractually committed to third parties). In accordance with Section 3.1, the Company shall pay the Operator the applicable per-Barrel Terminaling Service Fee for any Excess Throughput.

Section 3.4    Ancillary Services. Upon request by the Company, the Operator shall provide Ancillary Services to the Company at the Terminal. From time-to-time, the Company may request that the Operator provide additional Ancillary Services to the Company at the Terminal upon customary terms in accordance with Prudent Industry Practice so long as such additional Ancillary Services are reasonably related to the Services or existing Ancillary Services; provided, however, that in the event any requested additional Ancillary Service requires the Operator to make Capital Expenditures, such Capital Expenditures shall be subject to Section 3.10(b) and the Operator shall not be required to provide such additional Ancillary Service until the Operator is able to do so after using reasonable efforts in compliance with Section 3.10(b); provided, further, the Operator shall not be required to perform any additional Ancillary Service if it reasonably believes the performance thereof will materially adversely interfere with, or be detrimental to, the operation of the Terminal. The Company shall pay the Ancillary Services Fees listed on Exhibit A for such services. The Company may, at any time on reasonable prior notice, revoke or modify any instructions it has previously given, whether such previous instructions relate to a specific Service or Ancillary Service or are instructions relating to an ongoing Service or Ancillary Service. The Operator shall not be required to perform any requested Service or Ancillary Service if it reasonably believes such Service or Ancillary Service violates Applicable Law.

Section 3.5    Annual Fee Escalator. All fees set forth in this Agreement, including the Terminaling Service Fee and the Ancillary Services Fees, shall be adjusted on January 1 of each Contract Year, commencing on January 1, 2015, (%3) by an amount equal to the increase or decrease, if any, in the Producer Price Index during the previous Contract Year and (%3) by an amount equal to the increase, if any, in the individual out-of-pocket costs that increase greater than the Producer Price Index reasonably incurred by the Operator in connection with providing the Services and Ancillary Services; provided, however, that no fee shall be decreased below the initial fee for such service provided in this Agreement; provided, further, that the Operator shall use commercially reasonable efforts to mitigate any such rise in out-of-pocket costs incurred by the Operator in connection with providing the Services and Ancillary Services. In the event of an Index Change, the Company and the Operator shall negotiate in good faith to agree on a new index that gives comparable protection against inflation that the Producer Price Index gave as of the date hereof, and, for all periods following the date of such Index Change, such new index shall replace the Producer Price Index for all purposes herein. If the Company and the Operator are unable to agree, a new index will be determined by arbitration in accordance with Article 26 and, for all periods following the date of such Index Change, such new index shall replace the Producer Price Index for all purposes herein.

Section 3.6    Change in Law.

(a)    In the event that any applicable existing laws, codes, regulations, permit conditions or other authorizations are amended or new laws, codes, regulations, permit conditions or other authorizations are enacted or

9

promulgated after the Commencement Date that require a material Capital Expenditure in the Terminal, or the acquisition of a permit from a Governmental Authority, in each case, in order to provide the Services and Ancillary Services (a “Change in Law”), the Operator may, by written notice to the Company, request to negotiate an adjustment (an “Adjustment”) in the Terminaling Service Fee or other fees and charges paid hereunder to cover the Company’s Share of the reasonable, incremental, out-of-pocket operating and maintenance costs the Operator would incur to comply with the Change in Law, including a return of capital expended and a return on such capital at a rate of return of 11% per annum, amortized over the remaining Term.

(b)    If the Operator requests to negotiate an Adjustment pursuant to Section 3.6(a): (i) the Operator shall provide the Company with complete access (subject to reasonable confidentiality provisions) to information and documentation regarding such proposed Adjustment, including the nature and cost of the contemplated improvements or permit, as applicable, the options for financing or otherwise amortizing such cost, the Operator’s assessment that such improvements are the most feasible means of complying with the Change in Law and the manner in which the Company’s Share of such costs are determined; and (ii) the Parties shall be obligated to negotiate in good faith to agree to an Adjustment as described in Section 3.6(a).

(c)    If, despite good faith negotiations, the Parties are unable to agree to an Adjustment pursuant to Section 3.6(a) in sufficient time for the Operator to take such action as shall be necessary to comply with the Change in Law, then the amount of such fee increases will be determined by arbitration in accordance with Article 26, and such fee increases will be effective as of the effective time of such Change in Law; provided, however, that in the event the fees paid hereunder increase in the aggregate as a result of Changes in Law by more than 200%, then the Company may terminate this Agreement.

Section 3.7    Shortfall Payments. If, during any Contract Quarter, the Company throughputs aggregate volumes less than the Minimum Throughput Commitment, as adjusted pursuant to Section 6.2, for such Contract Quarter (a “Shortfall”), then (in addition to Terminaling Service Fee) the Company shall pay the Operator an amount (a “Shortfall Payment”) equal to the Terminaling Service Fee multiplied by the difference between (a) the Minimum Throughput Commitment and (b) the volume of Products actually delivered to the Terminal by the Company during the applicable Contract Quarter. The Parties acknowledge and agree that there shall be no carry-over of deficiency volumes with respect to the Minimum Throughput Commitment and the payment by the Company of the Shortfall Payment shall relieve the Company of any obligation to meet such Minimum Throughput Commitment for the relevant Contract Quarter. The Parties further acknowledge and agree that there shall not be any carry-over of volumes in excess of the Minimum Throughput Commitment to any subsequent Contract Quarter.

Section 3.8    Invoices. The Operator shall invoice the Company monthly (or, in the case of any Shortfall Payments, quarterly) for all fees and payments under this Agreement. The Company will make payments to the Operator on a monthly (or, in the case of any Shortfall Payments, quarterly) basis during the Term with respect to amounts due to the Operator under this Agreement in the prior month (or, in the case of any Shortfall Payments, Contract Quarter) ten (10) days after its receipt of such invoice. Any past due payments owed to the Operator hereunder shall accrue interest, payable on demand, at the Prime Rate plus 400 basis points from the due date of the payment through the actual date of payment. Payment of any fee or Shortfall Payment pursuant to this Section 3.8 shall be made by wire transfer of immediately available funds to an account designated in writing by the Operator. If any such fee shall be due and payable on a day that is not a Business Day, such payment shall be due and payable on the next succeeding Business Day.

Section 3.9    Operating Hours. The Operator agrees to keep the Terminal open for receipt and redelivery of the Company’s and the Company Designee’s Products twenty-four (24) hours a day, seven (7) days a week.

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Section 3.10    Regulatory Costs; Reimbursement.

(a)    Taxes. The Company shall reimburse the Operator for all taxes that the Operator incurs in connection with this Agreement unless prohibited by Applicable Law.

(b)    Capital Expenditures. The Company may request that the Operator make certain Capital Expenditures at the Terminal and the Operator shall make such Capital Expenditures; provided, however, that the Operator shall not be required to make any such Capital Expenditure if such Capital Expenditure would materially adversely affect the operation of the Terminal, as determined in the reasonable discretion of the Operator. The Company shall reimburse the Operator for the Company’s Share of any such Capital Expenditure. For the avoidance of doubt, except as provided in the Omnibus Agreement or the Operation and Management Services and Secondment Agreement, any maintenance required for the Operator to continue to provide the services specified hereunder shall be paid for by the Operator.

(c)    Payment Terms. All of the foregoing reimbursements shall be made in accordance with the payment terms set forth in Section 3.8 herein.

Section 3.11    Third-Party Arrangements. The Operator may throughput volumes for third parties; provided, however, that such arrangements do not prevent the Operator from fulfilling its obligations to the Company hereunder, including the obligation to make the Minimum Throughput Capacity available to the Company during the Term. Nothing herein shall be deemed to provide the Company with exclusive rights to services at the Terminal.

Article 4Custody, Title and Risk of Loss.

Section 4.1    Title. Subject to Section 22.2, the Company or the Company Designee shall at all times during the Term retain title to the Products handled or throughput by the Company or the Company Designee at the Terminal, and such Products shall remain the Company’s or the Company Designee’s exclusive property. The Company hereby represents that, at all times during the Term, the Company or the Company Designee holds exclusive title to the Products throughput or handled by the Company at the Terminal; provided, however, that each of the Company and the Company Designee may at any time permit liens on the Company’s or the Company Designee’s Products at the Terminal.

Section 4.2    Compliance with Laws. During the time any Products are held or throughput at the Terminal, the Operator, in its capacity as operator of the Terminal shall be solely responsible for compliance with (and the Operator shall comply with) all Applicable Laws pertaining to the possession, handling, use and processing of such Products at the Terminal.

Section 4.3    Volumetric Losses and Gains. Subject to the other provisions in this Agreement, title and risk of loss to all of the Products handled or throughput by the Company or the Company Designee at the Terminal shall remain at all times with the Company or the Company Designee, as applicable. Unless the Operator experiences a spill or other release of Product while Product is in the Operator’s custody, all volumetric losses and gains in Product shall be for the Company’s or the Company Designee’s account, as applicable.

Section 4.4    Custody. During the Term, the Operator shall hold all Products at the Terminal solely as bailee, and agrees that when any such Products are redelivered to the Company or the Company Designee, the Company or the Company Designee shall have good title thereto (to the extent the Company had good title prior to delivery at the Terminal) free and clear of any liens, security interests, encumbrances and claims of any kind whatsoever created or caused to be created by the Operator, other than Permitted Liens; provided, however, that notwithstanding anything herein to the contrary the Operator hereby waives, relinquishes and releases any and all liens, including, any and all

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warehouseman’s liens, custodian’s liens, rights of retention or similar rights under all applicable laws, which the Operator would or might otherwise have under or with respect to any Products handled hereunder. During the Term, none of the Operator or any of its Affiliates shall (and the Operator shall not permit any of its Affiliates or any other Person to) use any such Products for any purpose. Solely in its capacity as bailee, the Operator shall have custody of Product throughput under this Agreement from the time such Product passes the delivery point until such time that the Products pass the outlet flange of the Terminal.

Article 5Specification and Contamination.

Section 5.1    Delivery Specifications. The Company shall not (and shall cause the Company Designee to not) deliver to the Terminal any Off-Specification Product; provided, however, that in the event Off-Specification Product is delivered by the Company or the Company Designee to the Terminal, and the Company or the Company Designee fails to instruct the Operator to return such Off-Specification Product to the Company or the Company Designee, as applicable, the Operator shall provide the Services to the Company or the Company Designee, as applicable, and the Company will receive on its or the Company Designee’s behalf, such Off-Specification Product at its own expense; provided, further, that in the event Off-Specification Product is delivered by the Company or the Company Designee to the Terminal and the Company or the Company Designee instructs the Operator to return such Off-Specification Product to the Company or the Company Designee, as applicable, the Operator shall return such Off-Specification Product to the Company (on its or the Company Designee’s behalf) at the Company’s own expense. In the event Off-Specification Product is delivered by the Company or the Company Designee, and in the reasonable opinion of the Operator, the Services are unable to be provided as a result of the Off-Specification Product (whether due to a failure to comply with law, safety considerations or otherwise), the Operator shall notify the Company and the Company shall be responsible for taking possession of such Off-Specification Product without the Services being provided.

Section 5.2    Unloading Specifications. If all Product meets the relevant specifications set forth in Exhibit B when it enters the Terminal, it is the responsibility of the Operator to ensure that all Products leaving the Terminal shall meet the same relevant specifications, and shall not leave the Terminal with different specifications.

Section 5.3    Contamination. The Operator shall use at least Prudent Industry Practice to ensure that no Products shall be contaminated with scale or other materials, chemicals, water or any other impurities.

Article 6Condition and Maintenance of the Terminal.

Section 6.1    Interruption of Service. The Operator shall use commercially reasonable efforts to (i) minimize the interruption of service at the Terminal, (ii) minimize the impact of any such interruption on the Company and the Company Designee and (iii) notwithstanding any such interruption of service, make the Terminal available to the Minimum Throughput Capacity. The Operator shall inform the Company at least sixty (60) days in advance (or promptly, in the case of an unplanned interruption) of any anticipated partial or complete interruption of service at the Terminal, including relevant information about the nature, extent, cause and expected duration of the interruption and the actions the Operator is taking to resume full operations; provided, however, that the Operator shall not have any liability for any failure to notify, or delay in notifying, the Company of any such matters except to the extent the Company has been materially damaged by such failure or delay.

Section 6.2    Maintenance and Repair Standards.

(a)    Subject to Article 13, during the Term the Operator shall maintain the Terminal with sufficient aggregate capacity to throughput a volume of the Company’s Products at least equal to the Minimum Throughput

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Capacity; provided, however, that the Operator’s obligations may be temporarily suspended during the occurrence of, and for the entire duration of, routine repair and maintenance consistent with Prudent Industry Practice that prevents the Operator from providing the Minimum Throughput Capacity (“Terminal Maintenance”) so long as the Operator has complied with its obligations set forth in Section 6.1. In the event the Terminal Maintenance is not as a result of Force Majeure, the Parties shall reasonably cooperate with each other so as to (i) ensure that such Terminal Maintenance does not unnecessarily interfere with any of the Company’s or the Company Designee’s purchase or sale commitments, (ii) ensure that such Terminal Maintenance otherwise accommodates, to the extent reasonably practicable, other commercial or market considerations that the Company deems relevant and (iii) reasonably minimize the effect of such Terminal Maintenance on the Services and the Ancillary Services.

(b)    To the extent the Company is prevented for seven (7) or more days in any Contract Quarter from throughputting volumes at the Terminal equal to at least the Minimum Throughput Commitment for reasons caused by the Operator (or any of its employees, agents or contractors) other than Force Majeure and other than causes due to actions of the Company or the Company Designee (and any of their respective contractors, employees or representatives excluding the Operator and its employees, agents and representatives), then the Minimum Throughput Commitment shall be proportionately reduced to the extent of the difference between the Minimum Throughput Capacity and the amount that the Operator can effectively throughput at the Terminal (prorated for the portion of the Contract Quarter during which the Minimum Throughput Capacity was unavailable) regardless of whether actual throughput amounts prior to the reduction were below the Minimum Throughput Commitment. At such time as the Operator is capable of throughputting volumes equal to at least the Minimum Throughput Commitment at the Terminal, the Company’s obligation to throughput the full Minimum Throughput Commitment shall be restored as of such time. To the extent the Company is prevented for seven (7) or more days in any Contract Quarter from throughputting volumes at the Terminal equal to at least the Minimum Throughput Commitment, other than due to a Force Majeure event, and the throughput at the Terminal falls below the Minimum Throughput Capacity as described above in this paragraph (b), the Operator shall make all commercially reasonable repairs at the Terminal to restore the capacity of the Terminal to that required for throughput of the Minimum Throughput Capacity (“Restoration”). All of such Restoration shall be at the Operator’s cost and expense, unless any damage creating the need for such repairs was caused by the negligence or willful misconduct of the Company, the Company Designee or their respective contractors, employees, agents (excluding for the avoidance of doubt, the Operator and its contractors, employees and agents) or customers, in which case such Restoration shall be at the Company’s cost and expense to the extent caused by the negligence or willful misconduct of the Company, the Company Designee or their respective employees, agents or customers.

Article 7Inspection, Access and Audit Rights.

Section 7.1    Inspection. At any reasonable times during normal business hours and upon reasonable prior notice, the Company, the Company Designee and their respective representatives (including one or more Supplier Inspector, collectively, the “Company Inspectors”) shall have the right to enter and exit the Operator’s premises in order to have access to the Terminal, to observe the operations of the Terminal and to conduct such inspections as the Company or the Company Designee may wish to have performed in connection with this Agreement, including to enforce its rights and interests under this Agreement; provided, however, that (a) each of the Company Inspectors shall follow routes and paths to be reasonably designated by the Operator or security personnel retained by the Operator, (b) each of the Company Inspectors shall observe all security, fire and safety regulations while in, around or about the Terminal, (c) when accessing the facilities of the Operator, the Company Inspectors shall at all times comply with Applicable Law and such safety directives and guidelines as may be furnished to the Company or the Company Designee by the Operator by any means (including in writing, orally, electronically or through the posting of signs) from time to time, and (d) the Company or the Company Designee shall be liable for any personal injury to its representatives or any damage caused by such Company Inspectors in connection with such access to the Terminal. Without limiting the

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generality of the foregoing, the Operator shall regularly grant the Company Inspectors such access from the last day of each month until the third (3^rd) Business Day of the ensuing month. Notwithstanding any of the foregoing, if an Event of Default with respect to the Operator has occurred and is continuing, the Company Inspectors shall have unlimited and unrestricted access to the Terminal, for so long as such Event of Default continues.

Section 7.2    Access. The Company, the Company Designee and their respective representatives, upon reasonable notice and during normal working hours, shall have access to the accounting records and other documents maintained by the Operator, or any of its contractors and agents, which relate to this Agreement, and shall have the right to audit such records at any reasonable time or times during the Term and for a period of up to two (2) years after termination of this Agreement. The Company or the Company Designee shall have the right to conduct such audit no more than once per calendar quarter and each audit shall be limited in time to no more than the present and prior two (2) calendar years. Claims as to defects in quality shall be made by written notice within ninety (90) days after the delivery in question or shall be deemed to have been waived. The right to inspect or audit such records shall survive termination of this Agreement for a period of two (2) years following the end of the Term. The Operator shall preserve, and shall cause all contractors or agents to preserve, all of the aforesaid documents for a period of at least two (2) years from the end of the Term. Additionally, the Operator shall make available a copy of any meter calibration report, to be available for inspection upon reasonable request by the Company or the Company Designee at the Terminal following any calibration. Notwithstanding any of the foregoing, if an Event of Default with respect to the Operator has occurred and is continuing, the Company Inspectors shall have unlimited and unrestricted access to the accounting records and other documents maintained by the Operator with respect to the Terminal, for so long as such Event of Default continues.

Article 8Scheduling.

The Operator shall provide the Company and the Company Designee non-discriminatory, priority access rights at the Terminal to throughput the Company’s and the Company Designee’s Products up to the Minimum Throughput Capacity. All deliveries, receipts, handling and throughput of Product hereunder shall be made in strict accordance with the Operator’s current reasonable operating, scheduling and nomination procedures for the Terminal, which (a) the Operator shall provide to the Company on the date hereof, (b) the Operator shall not materially modify without the prior written consent of the Company, not to be unreasonably withheld, modified or delayed; provided, however, that the Operator may make any modifications it reasonably deems necessary to comply with or observe any Applicable Law or for health, safety, environmental, security or other similar concerns consistent with Prudent Industry Practice, and (c) shall allow the throughput of the grades and qualities of Product specified in Exhibit B.

Article 9Vapor Recovery.

During the Term, the Company’s Share of any liquids recovered through the vapor recovery at the Terminal will be returned to the Company.

Article 10Additional Covenants.

Section 10.1    Required Permits. During the Term, unless the Company has agreed to maintain such for the benefit of the Operator, the Operator shall, at its sole cost and expense (directly or through one of its or the Company’s Affiliates), obtain, apply for, maintain, monitor, renew, and modify, as appropriate, any license, authorization, certification, filing, recording, permit, waiver, exception, variance, franchise, order or other approval with or of any Governmental Authority pertaining or relating to the operation of the Terminal (the “Required Permits”) as currently operated; provided, however, that if any Required Permits require the signature of, or any action by, the Company or the Company Designee, the Company shall reasonably cooperate with the Operator (at the Operator’s expense) so that

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the Operator may obtain and maintain such Required Permits. The Operator shall not do anything in connection with the performance of its obligations under this Agreement that causes a termination or suspension of the Required Permits.

Section 10.2    Additional Operator Covenants. The Operator hereby:

(a)    (i) confirms that it will post at the Terminal such reasonable placards as the Company or the Company Designee, as applicable, requests stating that the Company or the Company Designee is the owner of specific Products held at the Terminal; (ii) agrees that it will take all actions necessary to maintain such placards in place for the Term; and (iii) agrees to furnish documents reasonably acceptable to the Company, the Company Designee and their respective lenders and intermediators and to cooperate with the Company in ensuring and demonstrating that Product titled in the Company’s or the Company Designee’s name shall not be subject to any lien on the Terminal;

(b)    acknowledges and agrees that the Company or the Company Designee may file a UCC-1 or other financing statement with respect to the Products handled or throughput at the Terminal, and the Operator shall cooperate with the Company in executing such financing statements as the Company or the Company Designee deems necessary or appropriate;

(c)    agrees that, subject to Section 4.3, no loss allowances shall be applied to the Products handled or throughput at the Terminal;

(d)    agrees to maintain all necessary leases, easements, licenses and rights-of-way necessary for the operation and maintenance of the Terminal; and

(e)    agrees that, in the event of any Product spill, leak or discharge or any other environmental pollution caused by or in connection with the use of the Terminal, the Operator shall promptly commence containment or clean-up operations as required by any Governmental Authorities or Applicable Law or as the Operator deems appropriate or necessary and shall notify or arrange to notify the Company or the Company Designee immediately of any such spill, leak or discharge and of any such operations.

The Company and the Company Designee shall take all reasonable steps to cooperate with the Operator in connection with the Operator’s performance of each of the covenants in this Section 10.2, in each case, at the Operator’s sole expense.

Section 10.3    Additional Company Covenants. The Company hereby agrees:

(a)    to replace or repair, at its own expense, any part of the Terminal that is destroyed or damaged through any negligence or willful misconduct of the Company, the Company Designee (acting in such capacity), or any of their agents or employees (acting in such capacity), or any Company Inspector; and

(b)    to not make any alteration, additions or improvements to the Terminal or remove any part thereof, without the prior written consent of the Operator, such consent to be at the Operator’s sole discretion.

Section 10.4    Existing Obligations. The execution of this Agreement by the Parties does not reduce any existing obligations of such Parties and does not confer any additional obligation or responsibility on the Company in connection with: (a) any existing or future environmental condition at the Terminal, including, the presence of a regulated or hazardous substance on or in environmental media at the Terminal (including the presence in surface water, groundwater, soils or subsurface strata, or air), including the subsequent migration of any such substance; (b) any

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Environmental Law; (c) the Required Permits; or (d) any requirements arising under or relating to any Applicable Law pertaining or relating to the ownership and operation of the Terminal.

Section 10.5    Records.

(a)     Each Party shall (i) maintain the records required to be maintained by Applicable Law and shall make such records available to the other Party upon reasonable request and (ii) immediately notify the other Party of any violation or alleged violation of any Applicable Law relating to any Products throughput and handled under this Agreement and, upon request, shall provide to the other Party all evidence of environmental inspections or audits by any Governmental Authority with respect to such Products.

(b)    All records or documents provided by any Party to any other Party shall, to the reasonable knowledge of the providing Party, accurately and completely reflect the facts about the activities and transactions to which they relate. Notwithstanding anything herein to the contrary, no Party shall be required to provide to the other Party any document that is determined by the disclosing Party’s legal counsel to be protected by an attorney-client privilege or attorney work product doctrine. Each Party shall promptly notify the other Party if at any time such Party has reason to believe that any records or documents previously provided to the other Party are no longer accurate or complete.

Article 11Representations.

Section 11.1    Representations of the Operator. The Operator represents and warrants to the Company that (a) this Agreement, the rights obtained and the duties and obligations assumed by the Operator hereunder, and the execution and performance of this Agreement by the Operator, do not directly or indirectly violate any Applicable Law with respect to the Operator or any of its properties or assets, the terms and provisions of the Operator’s organizational documents or any agreement or instrument to which the Operator or any of its properties or assets are bound or subject; (b) the execution and delivery of this Agreement by the Operator has been authorized by all necessary action; (c) the Operator has the full and complete authority and power to enter into this Agreement and to provide the services hereunder; (d) no further action on behalf of the Operator, or consents of any other party, are necessary for the provision of services hereunder; and (e) upon execution and delivery by the Operator, this Agreement shall be a valid and binding agreement of the Operator enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 11.2    Representations of the Company. The Company represents and warrants to the Operator that (a) this Agreement, the rights obtained and the duties and obligations assumed by the Company hereunder, and the execution and performance of this Agreement by the Company, do not directly or indirectly violate any Applicable Law with respect to the Company or any of its property or assets, the terms and provisions of the Company’s organizational documents or any agreement or instrument to which the Company or any of its property or assets are bound or subject; (b) the execution and delivery of this Agreement by the Company has been authorized by all necessary action; (c) the Company has the full and complete authority and power to enter into this Agreement; and (d) upon execution and delivery by the Company, this Agreement shall be a valid and binding agreement of the Company enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law).

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Article 12Insurance.

The Operator, directly or through one of its or the Company’s Affiliates, shall procure and maintain in full force and effect throughout the Term insurance in sufficient amounts and coverage to be in accordance with Prudent Industry Practice. Such policies shall be endorsed to name the Company and any Company Designee as a loss payee with respect to any of the Company’s or the Company Designee’s Products in the care, custody or control of the Operator.

Article 13Force Majeure, Damage or Destruction.

Section 13.1    Force Majeure. In the event that a Party (the “Force Majeure Party”) is rendered unable, wholly or in part, by a Force Majeure event to perform its obligations under this Agreement, then such Party shall within a reasonable time after the occurrence of such event of Force Majeure deliver to the other Party written notice (a “Force Majeure Notice”) including full particulars of the Force Majeure event, and the obligations of the Parties, to the extent they are affected by the Force Majeure event, shall be suspended for the duration of any inability so caused; provided, however, that (a) prior to the second (2^nd) anniversary of the Commencement Date, the Company shall be required to continue to make payments (i) for the Terminaling Service Fees for volumes actually throughput under this Agreement, (ii) for the Ancillary Services Fees, if any, for Ancillary Services performed, and (iii) for any Shortfall Payments unless, in the case of (iii), the Force Majeure event is an event that adversely affects the Operator’s ability to perform the Services (including making the Minimum Throughput Capacity available to the Company), in which case Shortfall Payments shall not be paid to the extent of the Force Majeure event’s effect on the Operator’s ability to perform the Services and the Terminaling Service Fees shall only be paid as provided under (a)(i) above, and (b) from and after the second (2^nd) anniversary of the Commencement Date, the Company shall be required to continue to make payments (x) for the Terminaling Service Fees for volumes actually throughput under this Agreement and (y) for the Ancillary Services Fees, if any, for the Ancillary Services actually performed under this Agreement. The Force Majeure Party shall identify in such Force Majeure Notice the approximate length of time that it believes in good faith such Force Majeure event shall continue (the “Force Majeure Period”). The Company shall be required to pay any amounts accrued and due under this Agreement at the time of the start of the Force Majeure event. The cause of the Force Majeure event shall so far as possible be remedied with all reasonable efforts, except that no Party shall be compelled to resolve any strikes, lockouts or other industrial or labor disputes other than as it shall determine to be in its best interests. Prior to the second (2^nd) anniversary of the Commencement Date, any suspension of the obligations of the Parties under this Section 13.1 as a result of a Force Majeure event that adversely affects the Operator’s ability to perform the services it is required to perform under this Agreement shall extend the Term for the same period of time as such Force Majeure event continues (up to a maximum of one year) unless this Agreement is terminated under Section 13.2.

Section 13.2    Termination due to Force Majeure. If the Force Majeure Party advises in any Force Majeure Notice that it reasonably believes in good faith that the Force Majeure Period shall continue for more than twelve (12) consecutive months beyond the second (2^nd) anniversary of the Commencement Date, then at any time after the delivery of such Force Majeure Notice, either Party may deliver to the other Party a notice of termination (a “Termination Notice”), which Termination Notice shall become effective not earlier than twelve (12) months after the later to occur of (a) delivery of the Termination Notice and (b) the second (2^nd) anniversary of the Commencement Date; provided, however, that such Termination Notice shall be deemed cancelled and of no effect if the Force Majeure Period ends before the Termination Notice becomes effective, and, upon the cancellation of any Termination Notice, the Parties’ respective obligations hereunder shall resume as soon as reasonably practicable thereafter, and the Term shall be extended by the same period of time as is required for the Parties to resume such obligations. After the second (2^nd) anniversary of the Commencement Date and following delivery of a Termination Notice, the Operator may terminate this Agreement, to the extent affected by the Force Majeure event, upon sixty (60) days prior written notice

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to the Company in order to enter into an agreement to provide any third party the services provided to the Company under this Agreement; provided, however, that the Operator shall not have the right to terminate this Agreement for so long as the Company continues to make Shortfall Payments.

Article 14Suspension of Refinery Operations.

Section 14.1    Suspension of Refinery Operations. From and after the second (2^nd) anniversary of the Commencement Date, in the event that the Company decides to permanently or indefinitely suspend all or substantially all crude oil refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive months, the Company may provide written notice to the Operator of the Company’s intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second (2^nd) anniversary of the Commencement Date) after the Company has notified the Operator of such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Company notifies the Operator more than two (2) months prior to the expiration of the Notice Period of its intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. During the Notice Period, the Company shall remain liable for Shortfall Payments and all payments per Section 3.6 and Section 3.10 with respect of Capital Expenditures hereunder. Subject to Section 14.1 and after the fifth (5^th) anniversary of the Commencement Date, during the Notice Period, the Operator may terminate this Agreement upon sixty (60) days prior written notice to the Company in order to enter into an agreement to provide any third party the services provided to the Company under this Agreement.

Section 14.2    Notice of Suspension. If all or substantially all refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then the Company shall remain liable for Shortfall Payments under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided in Section 14.1. The Company shall provide at least ninety (90) days’ prior written notice whenever practical of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance that affects or will affect the Services or the Ancillary Services; provided, however, that the Company shall not have any liability for any failure to notify, or delay in notifying, the Operator of any such suspension except to the extent the Operator has been materially damaged by such failure or delay.

Article 15Right of First Refusal.

Section 15.1    Grant of ROFR. The Operator hereby grants to the Company a right of first refusal on any proposed Transfer (other than a grant of a security interest to a bona fide third-party lender or a Transfer to an Affiliate of the Operator) of any ROFR Asset; provided, however, that the Parties acknowledge and agree that nothing in this Article 15 shall prevent or restrict the Transfer of partnership interests, limited liability interests, equity or ownership interests or other securities of the Operator or create a right of first refusal as a result thereof; provided, further, that the Company may, without consent or approval from the Operator, assign its rights under this Article 15 to any Affiliate of the Company.

Section 15.2    Acknowledgement regarding Consents. The Parties acknowledge that all potential Transfers of ROFR Assets pursuant to this Article 15 are subject to obtaining any and all required written consents of Governmental Authorities and other third parties and to the terms of all existing agreements in respect of the ROFR Assets, as applicable; provided, however, that the Operator represents and warrants that, to its knowledge after reasonable investigation, there are no terms in such agreements that would materially impair the rights granted to the Company pursuant to this Article 15 with respect to any ROFR Asset.

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Section 15.3    Procedures for Transfer of ROFR Asset.

(a)    In the event the Operator proposes to Transfer any of the ROFR Assets (other than a grant of a security interest to a bona fide third-party lender or a Transfer to an Affiliate of the Operator) pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then the Operator shall, prior to entering into any such Acquisition Proposal, first give notice in writing to the Company (a “Disposition Notice”) of its intention to enter into such Acquisition Proposal. The Disposition Notice shall include any material terms, conditions and details as would be necessary for the Company to determine whether to exercise its right of first refusal with respect to the Acquisition Proposal, which terms, conditions and details shall at a minimum include: the name and address of the prospective acquirer (the “Proposed Transferee”), the ROFR Assets subject to the Acquisition Proposal (the “Sale Assets”), the purchase price offered by such Proposed Transferee (the “Offer Price”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow the Company to reasonably determine the fair market value of such non-cash consideration, the Operator’s estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to the Operator. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash), the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event the Company and the Operator are able to agree on the fair market value of any non-cash consideration or if the consideration consists solely of cash, the Company will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets (the “ROFR Response”) to the Operator within sixty (60) days of its receipt of the Disposition Notice (the “First ROFR Acceptance Deadline”). In the event the Company and the Operator are unable to agree on the fair market value of any non-cash consideration prior to the First ROFR Acceptance Deadline, the Company shall indicate its desire to determine the fair market value of such non-cash consideration pursuant to the procedures outlined in the remainder of this Section 15.3 in a ROFR Response delivered prior to the First ROFR Acceptance Deadline. If no ROFR Response is delivered by the Company prior to the First ROFR Acceptance Deadline, then the Company shall be deemed to have waived its right of first refusal with respect to such Sale Asset. In the event (i) the Company’s determination of the fair market value of any non-cash consideration described in the Disposition Notice is less than the fair market value of such consideration as determined by the Operator in the Disposition Notice and (ii) the Company and the Operator are unable to mutually agree upon the fair market value of such non-cash consideration within sixty (60) days after the Company notifies the Operator of its determination thereof, the Operator and the Company will engage a mutually agreed upon, nationally recognized investment banking firm that is not currently engaged in business with either of the Parties to determine the fair market value of the non-cash consideration. In the event the Parties are unable to agree upon an investment banking firm, each Party will select a nationally recognized investment banking firm, and the two investment banking firms so chosen will select a third investment banking firm to serve as the investment banking firm for purposes of this Article 15. The investment banking firm will determine the fair market value of the non-cash consideration within thirty (30) days of its engagement and furnish the Company and the Operator its determination. The fees of the investment banking firm will be split equally between Parties. Once the investment banking firm has submitted its determination of the fair market value of the non-cash consideration, the Company will provide a ROFR Response to the Operator within thirty (30) days after the investment banking firm has submitted its determination (the “Second ROFR Acceptance Deadline” and together with the First ROFR Acceptance Deadline, the “ROFR Acceptance Deadlines”). If no ROFR Response is delivered by the Company prior to the Second ROFR Acceptance Deadline, then the Company shall be deemed to have waived its right of first refusal with respect to such Sale Asset.

(b)    If the Company elects in a ROFR Response delivered prior to the First ROFR Acceptance Deadline or Second ROFR Acceptance Deadline, as applicable, to exercise its right of first refusal with respect to a Sale Asset, within sixty (60) days of the delivery of the ROFR Response, such ROFR Response shall be deemed to have been accepted by the Operator and the Operator shall thereafter enter into a purchase and sale agreement with the Company

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providing for the consummation of the Acquisition Proposal upon the terms set forth in the ROFR Response. Unless otherwise agreed between the Company and the Operator, the terms of the purchase and sale agreement will include the following:

(i)    the Company will agree to deliver the Offer Price in cash (unless the Company and the Operator agree that such consideration will be paid, in whole or in part, in equity securities of the Company or of an Affiliate of the Company, an interest-bearing promissory note or similar instrument, or any combination thereof);

(ii)    the Operator will represent that it has valid fee or leasehold title, as applicable, to the Sale Asset that is sufficient to operate the Sale Assets in accordance with their historical use, subject to all recorded matters and all physical conditions in existence on the closing date for the purchase of the applicable Sale Asset, plus any other such matters as the Company may approve (and if the Company desires to obtain any title insurance with respect to the Sale Asset, the full cost and expense of obtaining the same (including the cost of title examination, document duplication and policy premium) shall be borne by the Company);

(iii)    the Operator will grant to the Company the right, exercisable at the Company’s risk and expense prior to the delivery of the ROFR Response, to make such surveys, tests and inspections of the Sale Asset as the Company may deem desirable, so long as such surveys, tests or inspections are neither destructive nor invasive and do not damage the Sale Asset or interfere with the activities of the Operator;

(iv)    the Company will have the right to terminate its obligation to purchase the Sale Asset under this Article 15 if the results of any searches under Section 15.3(b)(ii) or (iii) above are, in the reasonable opinion of the Company, unsatisfactory;

(v)    the closing date for the purchase of the Sale Asset shall occur no later than one hundred eighty (180) days following receipt by the Operator of the ROFR Response pursuant to Section 15.3(a);

(vi)    the Operator and the Company shall use commercially reasonable efforts to do or cause to be done all things that may be reasonably necessary or advisable to effectuate the consummation of any transactions contemplated by this Section 15.3(b), including causing its respective Affiliates to execute, deliver and perform all documents, notices, amendments, certificates, instruments and consents required in connection therewith;

(vii)    except to the extent modified in the Acquisition Proposal, the sale of any Sale Assets shall be made on an “as is,” “where is” and “with all faults” basis, and the instruments conveying such Sale Assets shall contain appropriate disclaimers; and

(viii)    neither the Operator nor the Company shall have any obligation to sell or buy the Sale Assets if any of the consents referred to in Section 15.2 has not been obtained.

(c)    The Company and the Operator shall cooperate in good faith in obtaining all necessary governmental and other third-party approvals, waivers and consents required for the closing of the purchase and sale agreement described in Section 16.1(b). Any such closing shall be delayed, to the extent required, until the third (3^rd) Business Day following the expiration of any required waiting periods under the Hart-Scott-Rodino Act; provided, however, that such delay shall not exceed sixty (60) days following the one hundred eighty (180) days referred to in Section 15.3(b)(v) (the “ROFR Governmental Approval Deadline”) and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such ROFR Governmental Approval Deadline, then the Company

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shall be deemed to have waived its right of first refusal with respect to the Sale Assets described in the Disposition Notice and thereafter the Operator shall be free to consummate the Transfer to the Proposed Transferee, subject to Section 15.3(d)(ii).

(d)    If the Transfer to the Proposed Transferee (%3) in the case of a Transfer other than a Transfer permitted under Section 15.3(c), is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) one hundred eighty (180) days after the applicable ROFR Acceptance Deadline and (B) three (3) Business Days after the satisfaction of all governmental approval or filing requirements, if any, or (%3) in the case of a Transfer permitted under Section 15.3(c), is not consummated within the later of (A) sixty (60) days after the ROFR Governmental Approval Deadline and (B) three (3) Business Days after the satisfaction of all governmental approval or filing requirements, if any, then in each case the Acquisition Proposal shall be deemed to lapse, and the Operator may not Transfer any of the Sale Assets described in the Disposition Notice without complying again with the provisions of this Article 15 if and to the extent then applicable.

Article 16Shutdown or Idling of Refinery.

Section 16.1    Shutdown or Idling of Refinery. In the event of a Permanent Refinery Shutdown, the Operator shall have the right to purchase the assets identified in Exhibit D (the “Designated Refinery Assets”) at their fair market value at the time of sale in accordance with this Section 16.1.

(a)    A “Permanent Refinery Shutdown” shall be deemed to have occurred upon the earlier of (i) the cessation of all or substantially all commercial operation of the Refinery with no current intent on the part of the Company to resume all or substantially all commercial operation thereof or (ii) a change to the Refinery’s current SIC code (i.e., 4610) applicable to crude oil refining. The Company shall exercise commercially reasonable efforts to provide the Operator with at least sixty (60) days advance notice of a Permanent Refinery Shutdown.

(b)    The Operator may at any time during the two-year period following notice of a Permanent Refinery Shutdown exercise its purchase option pursuant to this Article 16 (the “Refinery Asset Purchase Option”) by providing written notice (a “Refinery Asset Option Notice”) to the Company. Promptly upon receipt of such Refinery Asset Option Notice, the Company shall provide the Operator and its designees with access to such information regarding the Designated Refinery Assets as shall be reasonable and customary for the Operator to conduct diligence in accordance with Prudent Industry Practice on assets such as the Designated Refinery Assets. The Operator shall have a period of not less than ninety (90) days to evaluate such information.

(c)    The Operator and the Company shall, for a period of thirty (30) days following completion of Operator’s diligence in accordance with Prudent Industry Practice, negotiate in good faith to reach agreement on the terms for a purchase of the Designated Refinery Assets by the Operator; provided, however, that the Parties agree that: (i) the terms (including price) of any such purchase and sale will be on terms customary for the sale of assets of this nature and otherwise agreeable to both the Operator and the Company; (ii) the purchase price shall be paid at closing in cash; (iii) the Company shall not be obligated to make any representations as to the condition of the Designated Refinery Assets or any portion thereof; (iv) the Operator shall not be required to purchase the real property on which the Designated Refinery Assets are located (in which case the Operator shall be entitled to lease or be granted easements to all or a portion of such real property); (v) the Company shall convey all operating and maintenance records reasonably necessary for the operation of the Designated Refinery Assets; and (vi) the Company shall convey the Designated Refinery Assets free and clear of any charge, claim, covenant, equitable interest, equitable servitude, lien, option, pledge security interest, right of first refusal, or other restriction of any kind, including any restriction on use, transfer, receipt of income, or exercise of any other attribute of ownership; provided, however, that the Company shall receive a

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reasonable easement with respect to the Designated Refinery Assets in order to access such Designated Refinery Assets in connection with the Company or its Affiliates potential refining operations.

(d)    If the Operator and the Company are unable to agree on the terms (including price) for a sale of the Designated Refinery Assets, the Operator and the Company shall engage a mutually agreed upon, nationally recognized investment banking firm to determine any terms (including price) as to which the Parties are unable to agree with respect to the sale of the Designated Refinery Assets. In the event the Parties are unable to agree upon an investment banking firm, each Party will select a nationally recognized investment banking firm, and the two investment banking firms so chosen will select a third investment banking firm to serve as the investment banking firm for purposes of this Section 16.1. The investment banking firm shall: (i) base the terms of purchase and sale on those that are reasonable and customary for the sale of industrial assets such as the Designated Refinery Assets, subject to the provisions of this Section 16.1; (ii) determine the fair market value of the Designated Refinery Assets based on their then-current operations; and (iii) consider the age, condition, maintenance history, replacement cost, ongoing operating costs, regulatory enforcement actions or fines in effect and other factors the investment banking firm considers relevant to fair market value.

(e)    All fees of the investment banking firm incurred in connection with the Refinery Asset Purchase Option will be split equally between the Operator and the Company.

(f)    Once the investment banking firm resolves all terms of the sale regarding the Refinery Asset Purchase Option that the Parties are unable to agree upon, the Operator will have the right, but not the obligation, for a period of ninety (90) days from the investment banking firm’s resolution (such period, the “Refinery Asset Option Period”) to purchase the Designated Refinery Assets on terms (including price) agreed to by the Parties (as supplemented by any terms determined by the investment banking firm). The Operator shall notify the Company, in writing delivered during the Refinery Asset Option Period, of its intention to purchase the Designated Refinery Assets. Failure to provide such notice within the Refinery Asset Option Period shall be deemed to constitute a decision by the Operator not to exercise its Refinery Asset Purchase Option.

(g)    If the Operator notifies the Company in writing during the Refinery Asset Option Period of its intention to exercise its Refinery Asset Purchase Option, both Parties shall be obligated to enter into an agreement incorporating the terms (including price) either agreed to by the Parties or determined by the investment banking firm. If the Operator fails to execute and deliver such an agreement within sixty (60) days of expiration of the Refinery Asset Option Period, the Operator’s Refinery Asset Purchase Option shall be deemed to have lapsed.

Article 17Event of Default: Remedies Upon Event of Default.

Section 17.1    Event of Default. Notwithstanding any other provision of this Agreement, but subject to Article 26, the occurrence of any of the following shall constitute an “Event of Default”:

(a)    any Party fails to make payment when due (i) under Article 3 within five (5) Business Days after a written demand therefor or (ii) under any other provision hereof within seven (7) Business Days;

(b)    other than a default described in Sections 17.1(a) or 17.1(c), if the Company or the Operator fails to perform any material obligation or covenant to the other under this Agreement, which is not cured to the reasonable satisfaction of any other Party within fifteen (15) Business Days after the date that such Party receives written notice that such obligation or covenant has not been performed;

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(c)    any Party breaches any representation or warranty made by such Party hereunder, or such warranty or representation proves to have been incorrect or misleading in any material respect when made; provided, however, that if such breach is curable, such breach is not cured to the reasonable satisfaction of the other Party within fifteen (15) Business Days after the date that such Party receives notice that corrective action is needed;

(d)    any Party files a petition or otherwise commences or authorizes the commencement of a proceeding or case under any bankruptcy, reorganization or similar law for the protection of creditors, or have any such petition filed or proceeding commenced against it and such proceeding is not dismissed for sixty (60) days; and

(e)    the Operator sells or permits the creation of, or suffers to exist any security interest, lien, encumbrance, charge or other claim of any nature (other than Permitted Liens or liens or liens that existed with respect to such Product prior to the throughput by the Company or the Company Designee hereunder) with respect to any of the Products.

Section 17.2    Termination in the Event of Default. Except as set forth in Section 17.1(d), without limiting any other provision of this Agreement, if an Event of Default with respect to the Company or the Operator (such defaulting Party, the “Defaulting Party”) has occurred and is continuing, the Non-Defaulting Party shall have the right, immediately and at any time(s) thereafter, to terminate this Agreement upon written notice to the Defaulting Party.

Section 17.3    Other Remedies. Without limiting any other rights or remedies hereunder, if an Event of Default occurs and the Company is the Non-Defaulting Party, the Company may, in its discretion, (a) withhold or suspend its obligations, including any of its delivery or payment obligations, under this Agreement, (b) reclaim and repossess any and all of its Products held at the Terminal or elsewhere on the Operator’s premises, and (c) otherwise arrange for the disposition of any of its Products in such manner as it elects.

Section 17.4    Set Off. If an Event of Default occurs, the Non-Defaulting Party may, without limitation on its rights under this Article 17, set off amounts which the Defaulting Party owes to it against any amounts which it owes to the Defaulting Party (whether hereunder, under any other agreement or contract or otherwise and whether or not then due). Any net amount due hereunder shall be payable by the Party owing such amount within one (1) Business Day of termination.

Section 17.5    No Preclusion of Rights. The Non-Defaulting Party’s rights under this Section 17.5 shall be in addition to, and not in limitation of, any other rights which the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise), including any rights of recoupment, setoff, combination of accounts, as a secured party or under any other credit support. The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all costs and expenses, including reasonable attorney fees, incurred in the exercise of any remedies hereunder.

Article 18Indemnification.

Section 18.1    Indemnification by Operator. The Operator shall defend, indemnify and hold harmless the Company, the Company Designee, their respective Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Company Indemnitees”) from and against any Liabilities directly or indirectly arising out of (a) any breach by the Operator of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Operator made herein or in connection herewith proving to be false or misleading, (b) any failure by the Operator, its Affiliates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (c) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused

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by the Operator, its Affiliates or any of their respective employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder or the handling or transportation of any Products hereunder, except to the extent of the Company’s obligations under Section 18.2 below, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Company Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Operator’s liability to the Company Indemnitees pursuant to this Section 18.1 shall be net of any insurance proceeds actually received by the Company Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Company agrees that it shall, and shall cause the other Company Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Company Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify the Operator of all potential claims against any third party for any such insurance proceeds, and (iii) keep the Operator fully informed of the efforts of the Company Indemnitees in pursuing collection of such insurance proceeds.

Section 18.2    Indemnification by Company. The Company shall defend, indemnify and hold harmless the Operator, its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Operator Indemnitees”) from and against any Liabilities directly or indirectly arising out of (a) any breach by the Company of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company or the Company Designee (including any Supplier Inspector or Company Inspector) while on the Operator’s property, (c) any failure by the Company, the Company Designee, their respective Affiliates or any of their respective employees, representatives (including any Supplier Inspector or Company Inspector), agents or contractors to comply with or observe any Applicable Law, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company, the Company Designee, their respective Affiliates or any of their respective employees, representatives (including any Supplier Inspector or Company Inspector), agents or contractors in the exercise of any of the rights granted hereunder or the refining or storage of any Products hereunder, except to the extent of the Operator’s obligations under Section 18.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 18.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify the Company of all potential claims against any third party for any such insurance proceeds, and (iii) keep the Company fully informed of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceeds.

Section 18.3    EXPRESS REMEDY. THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PARTIES.

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Article 19Limitation on Damages.

Notwithstanding anything to the contrary contained herein, neither Party shall be liable or responsible to the other Party or such other Party’s affiliated Persons for any consequential, punitive, special, incidental or exemplary damages, or for loss of profits or revenues (collectively referred to as “Special Damages”) incurred by such Party or its affiliated Persons that arise out of or relate to this Agreement, regardless of whether any such claim arises under or results from contract, tort, or strict liability; provided, however, that the foregoing limitation is not intended and shall not affect Special Damages in connection with any third-party claim or imposed in favor of unaffiliated Persons that are not Parties to this Agreement; provided, further, that to the extent an indemnitor hereunder receives insurance proceeds with respect to Special Damages that would be indemnified hereunder if not for this Article 19, such indemnitor shall be liable up to the amount of such insurance proceeds (net any deductible and premiums paid with respect thereto).

Article 20Confidentiality.

Section 20.1    Obligations. Each Party shall use commercially reasonable efforts to retain the other Party’s Confidential Information in confidence and not disclose the same to any third party (other than a Company Designee, provided the Company Designee has agreed to adhere to this Article 20, or any Receiving Party Personnel) nor use the same, except as authorized by the disclosing Party in writing or as expressly permitted in this Section 20.1. Each Party further agrees to take the same care with the other Party’s Confidential Information as it does with its own, but in no event less than a reasonable degree of care.

Section 20.2    Required Disclosure. Notwithstanding Section 20.1 above, if the receiving Party becomes legally compelled to disclose the Confidential Information by a court, Governmental Authority or Applicable Law, including the rules and regulations of the Securities and Exchange Commission, or is required to disclose pursuant to the rules and regulations of any national securities exchange upon which the receiving Party or its parent entity is listed, any of the disclosing Party’s Confidential Information, the receiving Party shall promptly advise the disclosing Party of such requirement to disclose Confidential Information as soon as the receiving Party becomes aware that such a requirement to disclose might become effective, in order that, where possible, the disclosing Party may seek a protective order or such other remedy as the disclosing Party may consider appropriate in the circumstances. The receiving Party shall disclose only that portion of the disclosing Party’s Confidential Information that it is required to disclose and shall reasonably cooperate with the disclosing Party (at the disclosing Party’s cost) in allowing the disclosing Party to obtain such protective order or other relief.

Section 20.3    Return and Destruction of Information. Upon written request by the disclosing Party, all of the disclosing Party’s Confidential Information in whatever form shall be returned to the disclosing Party upon termination of this Agreement or destroyed with destruction certified by the receiving Party, without the receiving Party retaining copies thereof except that one copy of all such Confidential Information may be retained by a Party’s legal department solely to the extent that such Party is required to keep a copy of such Confidential Information pursuant to Applicable Law, and the receiving Party shall be entitled to retain any Confidential Information in the electronic form or stored on automatic computer back-up archiving systems during the period such backup or archived materials are retained under such Party’s customary procedures and policies; provided, however, that notwithstanding any termination or expiration of this Agreement, any Confidential Information retained by the receiving Party shall be maintained subject to confidentiality pursuant to the terms of this Section 20.3, and such archived or back-up Confidential Information shall not be accessed except as required by Applicable Law for so long as such Confidential Information is retained.

Section 20.4    Receiving Party Personnel. The receiving Party will limit access to the Confidential Information of the disclosing Party to those of its employees, attorneys and contractors that have a need to know such

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information in order for the receiving Party to exercise or perform its rights and obligations under this Agreement (the “Receiving Party Personnel”). The Receiving Party Personnel who have access to any Confidential Information of the disclosing Party will be made aware of the confidentiality provisions of this Agreement, and will be required to abide by the terms thereof. Any third-party contractors that are given access to Confidential Information of a disclosing Party pursuant to the terms hereof shall be required to sign a written agreement pursuant to which such Receiving Party Personnel agree to be bound by the provisions of this Agreement, which written agreement will expressly state that it is enforceable against such Receiving Party Personnel by the disclosing Party.

Section 20.5    Survival. The obligation of confidentiality under this Article 20 shall survive the termination of this Agreement for a period of two (2) years.

Article 21Choice of Law.

This Agreement shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. Subject to Article 26, the Parties agree to the venue and jurisdiction of the federal or state courts located in the State of Delaware for the adjudication of all disputes arising out of this Agreement.

Article 22Assignment.

Section 22.1    Assignment by the Company. Except as set forth in this Article 22, the Company shall not assign its rights or obligations hereunder without the Operator’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (a) the Company may assign this Agreement without the Operator’s consent in connection with a sale by the Company of its inventory of Products, or all or substantially all of the Refinery, including by merger, equity sale, asset sale or otherwise, so long as the transferee: (i) agrees to assume all of the Company’s obligations under this Agreement; and (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by the Company in its reasonable judgment; and (b) the Company shall be permitted to make a collateral assignment of this Agreement solely to secure financing for itself or any of its Affiliates.

Section 22.2    Company Designee.

(a)    Without the Operator’s consent, the Company shall be permitted to assign the Company’s rights to use, hold the Products in, and transport the Products through, the Terminal pursuant to this Agreement, to the Company Designee.

(b)    The Company shall act as the Company Designee’s counterparty for all purposes of this Agreement, and the Operator shall be entitled to follow the Company’s instructions with respect to all of the Company Designee’s Products that are transported or handled by the Operator pursuant to this Agreement unless and until the Operator is notified by the Company Designee in writing that the Company is no longer authorized to act as the Company Designee’s counterparty, in which case the Operator shall thereafter follow the instructions of the Company Designee (or such other agent as the Company Designee may appoint) with respect to all the Company Designee’s Products that are transported or handled by the Operator pursuant to this Agreement. The Company shall be responsible for all the Company Designee’s payments to the Operator hereunder; provided, however, that the Operator shall accept payment in connection with this Agreement directly from any Company Designee and apply such payments against amounts owed by the Company hereunder. All volumes throughput by the Company Designee will be taken into account in the determination of whether the Company has satisfied its Minimum Throughput Commitment. During any time that this Agreement is assigned to the Company Designee, all provisions of this Agreement, as amended or adjusted by this

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Article 22, shall be in full force and effect with respect to the Company Designee and the Company Designee’s Products as if the Company Designee were Party hereto in place of the Company.

Section 22.3    Assignment by the Operator. The Operator shall not assign its rights or obligations under this Agreement without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (a) subject to Article 15 hereof and Article VI of the Omnibus Agreement, the Operator may assign this Agreement without such consent in connection with a sale by the Operator of all or substantially all of the Terminal, including by merger, equity sale, asset sale or otherwise, so long as the transferee: (i) agrees to assume all of the Operator’s obligations under this Agreement; (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by the Operator in its reasonable judgment; and (iii) is not a competitor of the Company, as determined by the Company in good faith; and (b) the Operator shall be permitted to make a collateral assignment of this Agreement solely to secure financing for the Operator and its Affiliates.

Section 22.4    Terms of Assignment. Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

Section 22.5    Change of Control. The Parties’ obligations hereunder shall not terminate in connection with a Change of Control; provided, however, that in the case of a Change of Control, the Company shall have the option to extend the Term as provided in Section 2.1, without regard to the notice period provided in the fourth sentence of Section 2.1.

Article 23Notices.

All notices, requests, demands, and other communications hereunder will be in writing and will be deemed to have been duly given: (a) if by transmission by facsimile or hand delivery, when delivered; (b) if mailed via the official governmental mail system, five (5) Business Days after mailing, provided said notice is sent first class, postage pre-paid, via certified or registered mail, with a return receipt requested; (c) if mailed by an internationally recognized overnight express mail service such as Federal Express or UPS, one (1) Business Day after deposit therewith prepaid; or (d) if by email, one (1) Business Day after delivery with receipt confirmed. All notices will be addressed to the Parties at the respective addresses as follows:

If to the Company:

PBF Holding Company LLC
One Sylvan Way, Second Floor

Parsippany, NJ 07054

Attn: Jeffrey Dill, General Counsel
Telecopy No: (973) 455-7562
Email: jeffrey.dill@pbfenergy.com

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with a copy, which shall not constitute notice, to:

PBF Energy Company LLC

One Sylvan Way, Second Floor

Parsippany, NJ 07054

Attn: Jim Fedena, Senior VP, Logistics
Telecopy No: (973) 455-7562
Email: jim.fedena@pbfenergy.com

If to the Operator:

PBF Logisitics LP

c/o PBF Logistics GP LLC

One Sylvan Way, Second Floor

Parsippany, NJ 07054

Attn: Matt Lucey
Telecopy No: (973) 455-7562
Email: matt.lucey@pbfenergy.com

with a copy, which shall not constitute notice, to:

PBF Logistics GP LLC

One Sylvan Way, Second Floor

Parsippany, NJ 07054

Attn: Jeffrey Dill, General Counsel
Telecopy No: (973) 455-7562
Email: jeffrey.dill@pbfenergy.com

or to such other address or to such other person as either Party will have last designated by notice to the other Party.

Article 24No Waiver; Cumulative Remedies.

Section 24.1    No Waivers. The failure of a Party hereunder to assert a right or enforce an obligation of the other Party shall not be deemed a waiver of such right or obligation. The waiver by any Party of a breach of any provision of, or Event of Default under, this Agreement shall not operate or be construed as a waiver of any other breach of that provision or as a waiver of any breach of another provision of, Event of Default or potential Event of Default under, this Agreement, whether of a like kind or different nature.

Section 24.2    Cumulative Remedies. Each and every right granted to the Parties under this Agreement or allowed it by law or equity, shall be cumulative and may be exercised from time to time in accordance with the terms thereof and Applicable Law.

Article 25Nature of Transaction and, Relationship of Parties.

Section 25.1    Independent Contractor. This Agreement shall not be construed as creating a partnership, association or joint venture among the Parties. It is understood that the Operator is an independent contractor with complete charge of its employees and agents in the performance of its duties hereunder, and nothing herein shall be construed to make the Operator, or any employee or agent of the Operator, an agent or employee of the Company.

28

Section 25.2    No Agency. No Party shall have the right or authority to negotiate, conclude or execute any contract or legal document with any third person in the name of the other Party; to assume, create, or incur any liability of any kind, express or implied, against or in the name of any of the other Party; or to otherwise act as the representative of the other Party, unless expressly authorized in writing by the other Party.

Article 26Arbitration Provision.

Any and all Arbitrable Disputes (except to the extent injunctive relief is sought) shall be resolved through the use of binding arbitration using, in the case of an Arbitrable Dispute involving a dispute of an amount equal to or greater than $1,000,000 or non-monetary relief, three arbitrators, and in the case of an Arbitrable Dispute involving a dispute of an amount less than $1,000,000, one arbitrator, in each case in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Article 26 and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Article 26 will control the rights and obligations of the Parties. Arbitration must be initiated within the time limits set forth in this Agreement, or if no such limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be initiated by a Party (“Claimant”) serving written notice on the other Party (“Respondent”) that Claimant elects to refer the Arbitrable Dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. Respondent shall respond to Claimant within thirty (30) days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within thirty (30) days after the second arbitrator has been appointed, and, in the of an Arbitrable Dispute involving a dispute of an amount less than $1,000,000, such third arbitrator shall act as the sole arbitrator, and the sole role of the first two arbitrators shall be to appoint such third arbitrator. Claimant will pay the compensation and expenses of the arbitrator named by or for it, and Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (a) be neutral parties who have never been officers, directors or employees of the Operator, the Company or any of their Affiliates and (b) have not less than seven (7) years’ experience in the energy industry. The hearing will be conducted in the State of Delaware or the Philadelphia Metropolitan area and commence within thirty (30) days after the selection of the third arbitrator. The Company, the Operator and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award Special Damages. Notwithstanding anything herein the contrary, the Company may not dispute any amounts with respect to an invoice delivered in accordance with Section 3.8 that the Company has not objected to within one hundred twenty (120) days of receipt thereof. No Event of Default shall occur if the subject matter underlying such potential Event of Default is the subject matter of any dispute that is pending resolution or arbitration under this Article 26 until such time that such dispute is resolved in accordance with this Article 26.

Article 27General.

Section 27.1    Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be valid and effective under Applicable Law, but if any provision of this Agreement or the application of any such provision to any person or circumstance will be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision hereof, and the Parties will negotiate in good faith with a view to substitute for such provision a suitable and equitable solution

29

in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

Section 27.2    Entire Agreement. This Agreement, the Operation and Management Services and Secondment Agreement and the Omnibus Agreement together constitute the entire agreement among the Parties pertaining to the subject matter hereof and supersede all prior agreements and understandings of the Parties in connection therewith. No promise, representation or inducement has been made by any of the Parties concerning the subject matter of this Agreement and none of the Parties shall be bound by or liable for any alleged representation, promise or inducement not so set forth.

Section 27.3    Time is of the Essence. Time is of the essence with respect to all aspects of each Party’s performance of any obligations under this Agreement.

Section 27.4    No Third-Party Beneficiaries. It is expressly understood that the provisions of this Agreement do not impart enforceable rights in anyone who is not a Party or successor or permitted assignee of a Party; provided, however, that upon written request from the Company, this Agreement will be amended by the Parties to make any Company Designee or lender or intermediator of the Company or any Company Designee a third-party beneficiary hereof.

Section 27.5    Further Assurances. In connection with this Agreement and all transactions contemplated by this Agreement, each signatory Party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

Section 27.6    Survival. All audit rights, payment, confidentiality and indemnification obligations and obligations under this Agreement shall survive the expiration or termination of this Agreement in accordance with their terms.

Section 27.7    Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or portable document format (pdf)) for the convenience of the Parties hereto, each of which counterparts will be deemed an original, but all of which counterparts together will constitute one and the same agreement.

[Remainder of Page Intentionally Left Blank]

30

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date first set forth above.

COMPANY:
PBF HOLDING COMPANY LLC
By:	/s/ Jeffrey Dill
Name:	Jeffrey Dill
Title:	Secretary

OPERATOR:
PBF LOGISTICS LP
By: PBF LOGISTICS GP LLC, its general partner
By:	/s/ Jeffrey Dill
Name:	Jeffrey Dill
Title:	Secretary

SIGNATURE PAGE TO THE TOLEDO TRUCK UNLOADING & TERMINALING AGREEMENT

Exhibit A    

Ancillary Services Fees

	Service	Fee or Specification
1.	Metering	To be agreed upon, if applicable during the Term.
2.	Truck Management	To be agreed upon, if applicable during the Term.
3.
4.
5.
6.
7.
8.
9.

If any additional ancillary services are requested by the Company in accordance with the Agreement, the Parties shall reasonably negotiate to determine the appropriate rates to be charged for such services.

EXHIBIT A

A-1

Exhibit B    

Product

Product:

Crude Oil

Product Specifications:

API 30 – 45

H2S < 10 ppm in breathing zone

TVP < 11.1 psi

Pour Point < 0 degf

EXHIBIT B

B-1

Exhibit C    

Nomination and Scheduling

Nominations and Scheduling.

The Company will provide to the Operator, by email or facsimile, or by other means mutually agreed by the Operator and the Company from time to time, no later than the twenty-fifth (25th) day of each calendar month throughout the Term, a good faith monthly nomination (a “Nomination”) of the volume of Crude Oil that the Company projects it will deliver to the Terminal by truck during the following calendar month (to be delivered to the Terminal on a ratable basis throughout such month). The volume will be broken down per grade per supplier.

The Company will provide the Operator with intra-month revisions with respect to the Company’s then-current Nomination when information becomes available.

EXHIBIT C

C-1

Exhibit D    

Designated Refinery Assets

Designated Refinery Assets

•    LACT Units piping (16-746, 16-738, 16-740, 16-736, 16-764, 16-765)

•    LACT common header (16-729, 16-763)

•    TK405 fill from LACTs & Transmix (16-730)

•    Crude tank (TK405) and associated fire suppression system

•    LPG building

•    Security Shack on Wheeling St.

•    Emergency Response Equipment (specifically?)

•    69Kv electrical feed along Railroad ROW from Toledo Edision

•    Firewater piping, pumps and firewater reserve capacity (pond) in tank farm 2

•    Local fire extinguishers at LACT units

•    Mutual Aid contract with Oregon Fire Department

•    Land occupied by the Truck Unloading Terminal

•    Land or ROW for areas additional assets identified above

•    Equipment to enable future tie into crude pipelines:

◦    Common lines

▪    TK405 booster (P-16019)

▪    P-16019 discharge line (16-137)

◦    SXL crude line

▪    Crude charge pumps suction line (16-8)

▪    Crude charge pumps (P-1655A & B)

▪    Crude charge pumps discharge line (16-5)

▪    New spool to tie in line 16-5 to SXL crude delivery line (16-65)

◦    BPL

▪    New spool to tie in line 16-137 to existing intermediate feed transfer line

(16-327)

▪    Intermediate feed transfer line (16-15)

▪    Intermediate feed transfer line (16-312)

▪    Buckeye pump suction manifold (16-202)

▪    Buckeye pump suction manifold (16-725)

▪    Buckeye pump (P-16132)

▪    Buckeye pump discharge manifold (16-726)

▪    Buckeye line (Line 417)    

◦    Mid Valley    

▪    New spool to tie in line 16-137 to existing intermediate feed transfer line

(16-327)

▪    Intermediate feed transfer line (16-15)

▪    Intermediate feed transfer line (16-312)

▪    Buckeye pump suction manifold (16-202)

▪    Buckeye pump suction manifold (16-725)

▪    Buckeye pump (P-16132)

▪    Buckeye pump discharge manifold (16-726)

▪    New spool to tie in pump discharge manifold (16-726) to Mid Valley crude

deliver line

EXHIBIT D

D-1

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas J. Nimbley, certify that:

1. I have reviewed this quarterly report on Form 10-Q of PBF Holding Company LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 13, 2014

/s/ Thomas J. Nimbley

Thomas J. Nimbley

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Erik Young, certify that:

1. I have reviewed this quarterly report on Form 10-Q of PBF Holding Company LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 13, 2014

/s/ Erik Young

Erik Young

Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of PBF Holding Company LLC (PBF Holding) on Form 10-Q for the quarter ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Thomas J. Nimbley, Chief Executive Officer of PBF Holding, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of PBF Holding.

/s/ Thomas J. Nimbley

Thomas J. Nimbley

Chief Executive Officer

August 13, 2014

A signed original of the written statement required by Section 906 has been provided to PBF Holding Company LLC and will be retained by PBF Holding Company LLC and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of PBF Holding Company LLC (PBF Holding) on Form 10-Q for the quarter ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Erik Young, Senior Vice President and Chief Financial Officer of PBF Holding, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of PBF Holding.

/s/ Erik Young

Erik Young

Senior Vice President and Chief Financial Officer

August 13, 2014

A signed original of the written statement required by Section 906 has been provided to PBF Holding Company LLC and will be retained by PBF Holding Company LLC and furnished to the Securities and Exchange Commission or its staff upon request.

XML

COMMITMENTS AND CONTINGENCIES (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended				6 Months Ended		6 Months Ended		12 Months Ended	6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2014 PBF Energy [Member] Class A Common Stock [Member]	Dec. 31, 2013 PBF Energy [Member] Class A Common Stock [Member]	Jun. 30, 2014 Environmental Issue [Member] ppm	Dec. 31, 2013 Environmental Issue [Member]	Jun. 30, 2014 Environmental Issue [Member] Valero [Member]	Jun. 30, 2014 Environmental Issue [Member] PBF Energy and Valero [Member]	Dec. 31, 2010 Environmental Issue [Member] New York [Member] ppm	Jun. 30, 2014 Environmental Issue [Member] Northeastern states [Member] ppm
Loss Contingencies [Line Items]
Environmental liability					$ 11,149	$ 9,869
Discount rate used for environmental liability assessment					8.00%
Restricted cash for environmental liabilities	13,617	12,117			12,117
Maximum pre-disposal environmental obligations of Valero							$ 20,000	$ 75,000
Term of insurance policies								10 years
Maximum amount of sulfur allowed in heating oil (in ppm)					10				15	500
Public Utilities, Description of Specific Regulatory Liabilities					80
Percent of tax benefit received from increases in tax basis paid to stockholders	85.00%
Percentage of ownership in PBF LLC			90.50%	40.90%

XML

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Revenues	$ 5,301,709	$ 4,678,293	$ 10,048,152	$ 9,476,141
Cost of sales, excluding depreciation	4,943,238	4,295,979	9,090,922	8,731,081
Net income	53,518	118,109	286,268	195,265
Equity in earnings of subsidiaries	0	0	0	0
Accounts receivable	(713,226)		(713,226)		(596,647)
Accounts payable	(339,185)		(339,185)		(402,293)
PBF Services Company [Member]
Condensed Financial Statements, Captions [Line Items]
Percentage of ownership in subsidiaries			100.00%
Delaware City Refining Company LLC [Member]
Condensed Financial Statements, Captions [Line Items]
Percentage of ownership in subsidiaries			100.00%
Delaware Pipeline Company LLC [Member]
Condensed Financial Statements, Captions [Line Items]
Percentage of ownership in subsidiaries			100.00%
PBF Power Marketing LLC [Member]
Condensed Financial Statements, Captions [Line Items]
Percentage of ownership in subsidiaries			100.00%
Paulsboro Refining Company LLC [Member]
Condensed Financial Statements, Captions [Line Items]
Percentage of ownership in subsidiaries			100.00%
Paulsboro Natural Gas Pipeline Company LLC [Member]
Condensed Financial Statements, Captions [Line Items]
Percentage of ownership in subsidiaries			100.00%
Toledo Refining Company LLC [Member]
Condensed Financial Statements, Captions [Line Items]
Percentage of ownership in subsidiaries			100.00%
Investments LLC [Member]
Condensed Financial Statements, Captions [Line Items]
Percentage of ownership in subsidiaries			100.00%
Guarantors Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Revenues	359,660	2,802,291	739,071	6,315,781
Cost of sales, excluding depreciation	358,907	1,881,712	737,870	4,678,714
Net income	(245,848)	695,768	(550,677)	1,176,634
Equity in earnings of subsidiaries	0	0	0	0
Accounts receivable	(55,436)		(55,436)		(8,262)
Accounts payable	(55,107)		(55,107)		(94,681)
Issuer [Member]
Condensed Financial Statements, Captions [Line Items]
Revenues	5,300,956	3,507,984	10,046,951	6,561,777
Cost of sales, excluding depreciation	4,942,937	4,046,249	9,090,621	7,453,784
Net income	53,518	118,109	286,268	195,265
Equity in earnings of subsidiaries	(246,687)	695,768	(551,516)	1,176,634
Accounts receivable	(657,790)		(657,790)		(588,385)
Accounts payable	$ (284,129)		$ (284,129)		$ (307,612)

XML

DERIVATIVES (Gain (Loss) Recognized in Income) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) on Fair Value Hedge Ineffectiveness, Net	$ 0	$ 11,273	$ 0	$ 634
Designated as Hedging Instrument [Member] | Inventory Supply Arrangement Obligation [Member] | Cost of Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain or (Loss) Recognized in Income on Derivatives	(3,719)	4,880	(1,069)	(2,871)
Designated as Hedging Instrument [Member] | Inventory Intermediation Agreement Obligation [Member] | Cost of Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain or (Loss) Recognized in Income on Derivatives	(5,770)	0	9,042	0
Designated as Hedging Instrument [Member] | Crude Oil and Feedstock Inventory [Member] | Cost of Sales [Member] | Fair Value Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain or (Loss) Recognized in Income on Derivatives	3,719	6,393	1,069	3,505
Designated as Hedging Instrument [Member] | Intermediates and Refined Products Inventory [Member] | Cost of Sales [Member] | Fair Value Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain or (Loss) Recognized in Income on Derivatives	5,770	0	(9,042)	0
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Cost of Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain or (Loss) Recognized in Income on Derivatives	$ (41,119)	$ (4,728)	$ 31,278	$ 13,949

XML

INTERCOMPANY NOTE PAYABLE (Details) (USD $) In Thousands, unless otherwise specified			6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2014 Notes Payable, Other Payables [Member]
Debt Instrument [Line Items]
Intercompany notes payable	$ 88,403	$ 31,835
Debt fixed interest rate			2.50%
Note payable term			5 years

XML

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2014

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

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 June 30, 2014 and December 31, 2013.

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

	As of June 30, 2014
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
	Level 1		Level 2		Level 3
Assets:
Money market funds	$	5,546	$	—	$	—	$	5,546	N/A		$	5,546
Non-qualified pension plan assets	5,047		—		—		5,047		N/A		5,047
Commodity contracts	15,017		15,971		2,827		33,815		(12,628	)	21,187
Derivatives included with intermediation agreement obligations	—		15,059		—		15,059		—		15,059
Liabilities:
Catalyst lease obligations	—		57,429		—		57,429		N/A		57,429
Commodity contracts	220		12,845		138		13,203		(12,628	)	575
Derivatives included with inventory supply arrangement obligations	—		1,247		—		1,247		—		1,247

	As of December 31, 2013
	Fair Value Hierarchy						Total
	Level 1		Level 2		Level 3
Assets:
Money market funds	$	5,857	$	—	$	—	$	5,857
Non-qualified pension plan assets	4,905		—		—		4,905
Commodity contracts	4,252		6,681		—		10,933
Derivatives included with inventory intermediation agreement obligations	—		6,016		—		6,016
Liabilities:
Commodity contracts	—		6,989		23,365		30,354
Catalyst lease obligations	—		53,089		—		53,089
Derivatives included with inventory supply arrangement obligations	—		177		—		177

Schedule of Effect of Significant Unobservable Inputs

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Balance at beginning of period	$	(3,751	)	$	21,358		$	(23,365	)	$	21,358
Purchases	—			—			—			—
Settlements	4,972			(21,358		)	3,667			(21,358		)
Unrealized gain included in earnings	1,468			—			22,387			—
Transfers into Level 3	—			—			—			—
Transfers out of Level 3	—			—			—			—
Balance at end of period	$	2,689		$	—		$	2,689		$	—

Schedule of Fair value of Debt

The table below summarizes the fair value and carrying value as of June 30, 2014 and December 31, 2013.

	June 30, 2014				December 31, 2013
	Carrying value		Fair  value		Carrying  value		Fair value
Senior secured notes (a)	$	667,992	$	671,936	$	667,487	$	697,568
Revolving Loan (b)	—		—		15,000		15,000
Rail Facility (b)	8,225		8,225		—		—
Catalyst leases (c)	57,429		57,429		53,089		53,089
	733,646		737,590		735,576		765,657
Less - Current maturities	13,009		13,009		12,029		12,029
Long-term debt	$	720,637	$	724,581	$	723,547	$	753,628

(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.

(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 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.

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CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Statement of Operations) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Revenues	$ 5,301,709	$ 4,678,293	$ 10,048,152	$ 9,476,141
Cost and expenses:
Cost of sales, excluding depreciation	4,943,238	4,295,979	9,090,922	8,731,081
Operating expenses, excluding depreciation	209,781	202,583	478,680	408,599
General and administrative expenses	32,095	19,141	68,719	49,235
Gain on sale of asset	6	0	(180)	0
Depreciation and amortization expense	34,516	27,563	67,731	54,093
Total cost and expenses	5,219,636	4,545,266	9,705,872	9,243,008
Income from operations	82,073	133,027	342,280	233,133
Other income (expenses)
Equity in earnings of subsidiaries	0	0	0	0
Change in fair value of catalyst leases	(2,338)	6,820	(4,339)	5,481
Interest expense, net	(26,217)	(21,738)	(51,673)	(43,349)
Net income	53,518	118,109	286,268	195,265
Comprehensive income	53,816	118,427	286,812	195,475
Combining and Consolidated Adjustments [Member]
Revenues	(359,367)	(1,631,982)	(738,330)	(3,401,417)
Cost and expenses:
Cost of sales, excluding depreciation	(359,367)	(1,631,982)	(738,330)	(3,401,417)
Operating expenses, excluding depreciation	0	0	0	0
General and administrative expenses	0	0	0	0
Gain on sale of asset	0		0
Depreciation and amortization expense	0	0	0	0
Total cost and expenses	(359,367)	(1,631,982)	(738,330)	(3,401,417)
Income from operations	0	0	0	0
Other income (expenses)
Equity in earnings of subsidiaries	246,687	(695,768)	551,516	(1,176,634)
Change in fair value of catalyst leases	0	0	0	0
Interest expense, net	0	0	0	0
Net income	246,687	(695,768)	551,516	(1,176,634)
Comprehensive income	246,616	(695,768)	551,421	(1,176,634)
Guarantors Subsidiaries [Member]
Revenues	359,660	2,802,291	739,071	6,315,781
Cost and expenses:
Cost of sales, excluding depreciation	358,907	1,881,712	737,870	4,678,714
Operating expenses, excluding depreciation	209,885	202,725	478,645	408,740
General and administrative expenses	3,551	3,546	8,399	7,195
Gain on sale of asset	6		6
Depreciation and amortization expense	31,132	24,246	60,866	47,955
Total cost and expenses	603,481	2,112,229	1,285,786	5,142,604
Income from operations	(243,821)	690,062	(546,715)	1,173,177
Other income (expenses)
Equity in earnings of subsidiaries	0	0	0	0
Change in fair value of catalyst leases	(2,338)	6,820	(4,339)	5,481
Interest expense, net	311	(1,114)	377	(2,024)
Net income	(245,848)	695,768	(550,677)	1,176,634
Comprehensive income	(245,777)	695,768	(550,582)	1,176,634
Non-Guarantor Subsidiaries [Member]
Revenues	460	0	460	0
Cost and expenses:
Cost of sales, excluding depreciation	761	0	761	0
Operating expenses, excluding depreciation	0	0	0	0
General and administrative expenses	0	0	0	0
Gain on sale of asset	0		0
Depreciation and amortization expense	42	0	42	0
Total cost and expenses	803	0	803	0
Income from operations	(343)	0	(343)	0
Other income (expenses)
Equity in earnings of subsidiaries	0	0	0	0
Change in fair value of catalyst leases	0	0	0	0
Interest expense, net	(496)	0	(496)	0
Net income	(839)	0	(839)	0
Comprehensive income	(839)	0	(839)	0
Issuer [Member]
Revenues	5,300,956	3,507,984	10,046,951	6,561,777
Cost and expenses:
Cost of sales, excluding depreciation	4,942,937	4,046,249	9,090,621	7,453,784
Operating expenses, excluding depreciation	(104)	(142)	35	(141)
General and administrative expenses	28,544	15,595	60,320	42,040
Gain on sale of asset	0		(186)
Depreciation and amortization expense	3,342	3,317	6,823	6,138
Total cost and expenses	4,974,719	4,065,019	9,157,613	7,501,821
Income from operations	326,237	(557,035)	889,338	(940,044)
Other income (expenses)
Equity in earnings of subsidiaries	(246,687)	695,768	(551,516)	1,176,634
Change in fair value of catalyst leases	0	0	0	0
Interest expense, net	(26,032)	(20,624)	(51,554)	(41,325)
Net income	53,518	118,109	286,268	195,265
Comprehensive income	$ 53,816	$ 118,427	$ 286,812	$ 195,475

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FAIR VALUE MEASUREMENTS (Change in Fair Value at Level 3) (Details) (Commodity Contract [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Commodity Contract [Member]
Change in Fair Value Measurement Categorized in Level 3 [Roll Forward]
Balance at beginning of period	$ 3,751	$ (21,358)	$ 23,365	$ (21,358)
Purchases	0	0	0	0
Settlements	4,972	(21,358)	3,667	(21,358)
Unrealized loss included in earnings	1,468	0	22,387	0
Transfers into Level 3	0	0	0	0
Transfers out of Level 3	0	0	0	0
Balance at end of period	$ (2,689)	$ 0	$ (2,689)	$ 0

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RELATED PARTY TRANSACTIONS OMNIBUS AGREEMENT (Details) (Omnibus Agreement [Member], PBF Logistics LP [Member], USD $)	3 Months Ended	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2014
Related Party Transaction, Annual Fee		$ 2,300,000
Related Party Transaction, Expense Reimbursement, Salaries and Benefit Costs Reimbursement, Minimum Time Commitment to Company, Percent		50.00%
Related Party Transaction, Estimated Annual Salaries and Benefits Costs Reimbursable		900,000
Related Party Transaction, Maximum Reimbursement per Event, Net of Insurance Recoveries		20,000,000
Related Party, Transaction Period		5 years
General and Administrative Expense [Member]
Related Party Transaction, Amounts of Transaction	$ 422,000	$ 422,000

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SUBSEQUENT EVENTS (Details) (Subsequent Event [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	0 Months Ended	1 Months Ended
	Jul. 30, 2014 PBF Energy [Member] Class A Common Stock [Member]	Jul. 31, 2014 Toledo Catalyst Lease [Member] Capital Lease Obligations [Member]
Subsequent Event [Line Items]
Dividends declared per share	$ 0.30
Debt fixed interest rate		1.99%
Capital Leases, Income Statement, Interest Expense		$ 326

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ACCRUED EXPENSES

6 Months Ended

Jun. 30, 2014

Payables and Accruals [Abstract]

ACCRUED EXPENSES

ACCRUED EXPENSES

Accrued expenses consisted of the following:

	June 30, 2014		December 31, 2013
Inventory-related accruals	$	859,836	533,012
Inventory supply and offtake arrangements	414,266		454,893
Accrued transportation costs	55,656		29,762
Excise and sales tax payable	35,605		42,814
Accrued salaries and benefits	31,300		10,799
Accrued construction in progress	28,302		33,747
Accrued interest	23,281		22,570
Accrued utilities	16,629		25,959
Customer deposits	11,150		23,621
Renewable energy credit obligations	3,946		15,955
Other	16,863		17,813
	$	1,496,834	$	1,210,945

The Company has the obligation to repurchase certain intermediates and finished products that are held in the Company’s refinery storage tanks in accordance with the Inventory Intermediation Agreements with J. Aron. A liability included in Inventory supply and offtake arrangements is recorded at market price for the J. Aron owned inventory held in the Company's storage tanks under the Inventory Intermediation Agreements, with any change in the market price being recorded in cost of sales. 

Prior to July 1, 2013, the Company had the obligation to repurchase certain intermediates and lube products under its products offtake agreements with Morgan Stanley Capital Group Inc. (“MSCG”) that were held in the Company’s refinery storage tanks in Delaware City and Paulsboro. These offtake agreements with MSCG terminated in July 2013. A liability included in Inventory supply and offtake arrangements was recorded at market price for the volumes held in storage consistent with the terms of the offtake agreements with any change in the market price recorded in cost of sales.  The liability represented the amount the Company expected to pay to repurchase the volumes held in storage. The Company recorded a non-cash benefit of $4,344 and $20,248 related to this liability for the three and six months ended June 30, 2013, respectively.

The Company is subject to obligations to purchase Renewable Identification Numbers ("RINs") required to comply with the Renewable Fuels 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"). To the degree the Company is unable to blend the required amount of biofuels to satisfy our 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.

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FAIR VALUE MEASUREMENTS (Fair Value and Carrying Value of Debt) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014		Dec. 31, 2013
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, Carrying value	$ 733,646		$ 735,576
Long-term debt, Fair value	737,590		765,657
Current portion of long-term debt	13,009		12,029
Long-Term Debt And Capital Lease Obligations, Current, Fair Value Disclosure	13,009		12,029
Long-term debt	720,637		723,547
Long-term debt, excluding current maturities, Fair value	724,581		753,628
Senior secured notes [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, Carrying value	667,992	[1]	667,487	[1]
Long-term debt, Fair value	671,936	[1]	697,568	[1]
Long-term Line of Credit	0	[2]	15,000	[2]
Lines of Credit, Fair Value Disclosure	0	[2]	15,000	[2]
Rail Facility [Domain]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Line of Credit	8,225	[3]	0	[3]
Lines of Credit, Fair Value Disclosure	8,225	[3]	0	[3]
Catalyst lease [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, Carrying value	57,429	[3]	53,089	[3]
Long-term debt, Fair value	$ 57,429	[3]	$ 53,089	[3]

[1] 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.

[2] 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.

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

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INVENTORIES (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Inventory [Line Items]
Crude oil and feedstocks	$ 840,851	$ 608,436
Refined products and blendstocks	835,607	803,319
Other Inventory, Supplies, Gross	35,393	33,762
Total inventory	1,711,851	1,445,517
Excess of replacement value of inventory over LIFO carrying value	133,957	78,407
Titled Inventory [Member]
Inventory [Line Items]
Crude oil and feedstocks	739,095	518,599
Refined products and blendstocks	485,126	425,033
Other Inventory, Supplies, Gross	35,393	33,762
Total inventory	1,259,614	977,394
Inventory Supply and Offtake Arrangements [Member]
Inventory [Line Items]
Crude oil and feedstocks	101,756	89,837
Refined products and blendstocks	350,481	378,286
Other Inventory, Supplies, Gross	0	0
Total inventory	$ 452,237	$ 468,123

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DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Details)		0 Months Ended
	Jun. 30, 2014 Class A Common Stock [Member] PBF Energy Inc. [Member]	May 14, 2014 Common Units [Member] IPO [Member]
Description of Business [Line Items]
Percentage of ownership in PBF LLC	90.50%
Partners' Capital Account, Units, Sold in Public Offering		15,812,500

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DERIVATIVES (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014 Crude Oil and Feedstock Inventory [Member] Not Designated as Hedging Instrument [Member] bbl	Dec. 31, 2013 Crude Oil and Feedstock Inventory [Member] Not Designated as Hedging Instrument [Member] bbl	Jun. 30, 2014 Crude Oil and Feedstock Inventory [Member] Fair Value Hedging [Member] bbl	Dec. 31, 2013 Crude Oil and Feedstock Inventory [Member] Fair Value Hedging [Member] bbl	Jun. 30, 2014 Intermediates and Refined Products Inventory [Member] Not Designated as Hedging Instrument [Member] bbl	Dec. 31, 2013 Intermediates and Refined Products Inventory [Member] Not Designated as Hedging Instrument [Member] bbl	Jun. 30, 2014 Intermediates and Refined Products Inventory [Member] Fair Value Hedging [Member] bbl	Dec. 31, 2013 Intermediates and Refined Products Inventory [Member] Fair Value Hedging [Member] bbl	Jun. 30, 2014 Crude Oil Commodity Contract [Member] Not Designated as Hedging Instrument [Member] bbl	Dec. 31, 2013 Crude Oil Commodity Contract [Member] Not Designated as Hedging Instrument [Member] bbl	Jun. 30, 2014 Refined Product Commodity Contract [Member] Not Designated as Hedging Instrument [Member] bbl	Dec. 31, 2013 Refined Product Commodity Contract [Member] Not Designated as Hedging Instrument [Member] bbl
Derivative [Line Items]
Derivative, notional amount, volume					0	0	958,599	838,829	0	0	3,250,581	3,274,047	88,319,388	43,199,000	521,321	0
Loss on fair value hedge ineffectiveness	$ 0	$ (11,273)	$ 0	$ (634)

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DEFERRED CHARGES AND OTHER ASSETS, NET (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Deferred turnaround costs, net	$ 138,212	$ 119,383
Catalyst	91,557	88,964
Deferred financing costs, net	25,267	26,541
Restricted cash	13,617	12,117
Linefill	9,667	9,636
Intangible assets, net	492	653
Other	5,331	5,185
Deferred charges and other assets	$ 284,143	$ 262,479

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ACCRUED EXPENSES (Details) (USD $) In Thousands, unless otherwise specified			3 Months Ended	6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2013 Morgan Stanley Capital Group, Inc [Member]	Jun. 30, 2013 Morgan Stanley Capital Group, Inc [Member]
Repurchase Agreement Counterparty [Line Items]
Non-cash benefit related to repurchase obligation			$ 4,344	$ 20,248
Accrued Expenses:
Excise and sales tax payable	859,836	533,012
Inventory supply and offtake arrangements	414,266	454,893
Accrued utilities	55,656	29,762
Excise and sales tax payable	35,605	42,814
Accrued utilities	16,629	25,959
Accrued salaries and benefits	31,300	10,799
Renewable energy credit obligations	3,946	15,955
Customer deposits	11,150	23,621
Accrued interest	23,281	22,570
Accrued construction in progress	28,302	33,747
Other	16,863	17,813
Accrued expenses	$ 1,496,834	$ 1,210,945

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DEFERRED CHARGES AND OTHER ASSETS, NET

6 Months Ended

Jun. 30, 2014

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

DEFERRED CHARGES AND OTHER ASSETS, NET

DEFERRED CHARGES AND OTHER ASSETS, NET

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

	June 30, 2014		December 31, 2013
Deferred turnaround costs, net	$	138,212	$	119,383
Catalyst	91,557		88,964
Deferred financing costs, net	25,267		26,541
Restricted cash	13,617		12,117
Linefill	9,667		9,636
Intangible assets, net	492		653
Other	5,331		5,185
	$	284,143	$	262,479

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CREDIT FACILITY (Details) (Line of Credit [Member], USD $)			0 Months Ended
	Jun. 30, 2014 Rail Facility [Domain]	Mar. 24, 2014 Rail Facility [Domain]	Mar. 31, 2014 Revolving Credit Facility [Member] Immediately	Mar. 31, 2014 Revolving Credit Facility [Member] First Anniversary
Debt Instrument [Line Items]
Line of Credit Facility, Amount Outstanding	$ 8,225,000
Line of Credit Facility, Maximum Borrowing Capacity		$ 250,000,000
Debt Instrument, Advances, Borrowing Base, As a Percentage			70.00%	65.00%

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EMPLOYEE BENEFIT PLANS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Pension Plan, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 4,851	$ 3,699	$ 9,142	$ 7,397
Interest cost	601	248	1,171	496
Expected return on plan assets	(539)	(138)	(1,063)	(276)
Amortization of prior service costs	10	3	12	5
Amortization of loss	258	105	480	210
Net periodic benefit cost	5,181	3,917	9,742	7,832
Post Retirement Medical Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	300	181	478	363
Interest cost	135	84	228	167
Amortization of prior service costs	75	0	55	0
Amortization of loss	1	0	(4)	0
Net periodic benefit cost	$ 511	$ 265	$ 757	$ 530

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 313,370	$ 76,970	$ 69,230	$ 254,291
Accounts receivable	713,226	596,647
Accounts receivable - affiliate	3,997	0
Inventories	1,711,851	1,445,517
Prepaid expense and other current assets	61,715	55,843
Total current assets	2,804,159	2,174,977
Property, plant and equipment, net	1,788,884	1,781,589
Deferred charges and other assets, net	284,143	262,479
Total assets	4,877,186	4,219,045
Current liabilities:
Accounts payable	339,185	402,293
Accounts payable - affiliate	7,782	0
Accrued expenses	1,496,834	1,210,945
Current portion of long-term debt	13,009	12,029
Deferred revenue	6,134	7,766
Total current liabilities	1,862,944	1,633,033
Delaware Economic Development Authority loan	12,000	12,000
Long-term debt	720,637	723,547
Intercompany notes payable	88,403	31,835
Other long-term liabilities	54,947	46,477
Total liabilities	2,738,931	2,446,892
Commitments and contingencies (Note 9)
Equity:
Member's equity	1,231,236	933,164
Retained earnings	921,013	853,527
Accumulated other comprehensive loss	(13,994)	(14,538)
Total equity	2,138,255	1,772,153
Total liabilities and equity	$ 4,877,186	$ 4,219,045

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DERIVATIVES (Fair Value of Derivative Instruments) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Designated as Hedging Instrument [Member] | Inventory Supply Arrangement Obligation [Member] | Accrued Expenses [Member]
Derivatives, Fair Value [Line Items]
Fair Value Asset/(Liability)	$ (1,247)	$ (177)
Designated as Hedging Instrument [Member] | Inventory Intermediation Agreement Obligation [Member] | Accrued Expenses [Member]
Derivatives, Fair Value [Line Items]
Fair Value Asset/(Liability)	15,059	6,016
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Accrued Expenses [Member]
Derivatives, Fair Value [Line Items]
Fair Value Asset/(Liability)	(575)
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Accounts Receivable [Member]
Derivatives, Fair Value [Line Items]
Fair Value Asset/(Liability)	$ 21,187	$ (19,421)

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DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description of the Business

PBF Holding Company LLC ("PBF Holding"), a Delaware limited liability company, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. PBF Holding is a wholly-owned subsidiary of PBF Energy Company LLC ("PBF LLC"). PBF Energy Inc. ("PBF Energy") is the sole managing member of, and owner of an equity interest representing approximately 90.5% of the outstanding economic interest in, PBF LLC. PBF Finance Corporation ("PBF Finance") is a wholly-owned subsidiary of PBF Holding. Delaware City Refining Company LLC, Delaware Pipeline Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Paulsboro Natural Gas Pipeline Company LLC and Toledo Refining Company LLC are PBF Holding’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") of 15,812,500 common units. PBF Logistics GP LLC (“PBF GP”) serves as the general partner of PBFX. PBF GP is wholly-owned by PBF LLC. In connection with the PBFX Offering, PBF Holding distributed to PBF LLC, the assets and liabilities of certain crude oil terminaling assets, which were immediately contributed by PBF LLC to PBFX. The assets were previously owned and operated by PBF Holding’s subsidiaries, Delaware City Refining Company LLC and Toledo Refining Company LLC. The initial assets distributed consist of the Delaware City Rail Unloading Terminal (“DCR Rail Terminal”), which was part of PBF Holding’s Delaware City, Delaware refinery, and the Toledo Truck Unloading Terminal (“Toledo Truck Terminal” and together with DCR Rail Terminal, the “Contributed Assets”), which was part of PBF Holding’s Toledo, Ohio refinery. The Contributed Assets did not generate third party or intra-entity revenue prior to the PBFX Offering. The exchange for the Contributed Assets is described in the Contribution and Conveyance Agreement (refer to Note 8 "Related Party Transactions" of our Notes to Condensed Consolidated Financial Statements).

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

Basis of Presentation

The unaudited condensed consolidated financial information furnished herein reflects all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, considered necessary for a fair presentation of the financial position and the results of operations and cash flows of the Company for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These interim condensed consolidated financial statements should be read in conjunction with the financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2013 of PBF Holding Company LLC and PBF Finance Corporation. The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the full year.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"), which establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to be entitled to receive in exchange for those goods or services and requires significantly enhanced revenue disclosures. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The standard is effective for interim and annual periods beginning after December 15, 2016 and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

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RELATED PARTY TRANSACTIONS CONTRIBUTION AND CONVEYANCE AGREEMENT (Details) (PBF Logistics LP [Member], USD $)	0 Months Ended
	May 14, 2014	May 14, 2014
PBF LLC [Member] | Contribution Agreement [Member]
Rights To Distribution Made To Limited Partner		$ 298,664,000
Partners' Capital Account, Redemptions	1
Subordinated Units [Member] | PBF LLC [Member] | Contribution Agreement [Member]
Partners' Capital Account, Units, Issued In Non-Cash Exchange	15,886,553
Common Units [Member] | PBF LLC [Member] | Contribution Agreement [Member]
Partners' Capital Account, Units, Issued In Non-Cash Exchange	74,053
Limited Partner [Member] | PBF LLC [Member]
Limited Partners' Capital Account, Ownership Percentage	50.20%	50.20%
PBF LLC [Member] | Contribution Agreement [Member]
Rights To Distribution Made To Limited Partner	$ 298,664,000	$ 298,664,000

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DEFERRED CHARGES AND OTHER ASSETS, NET (Tables)

6 Months Ended

Jun. 30, 2014

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of deferred charges and other assets, net

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

	June 30, 2014		December 31, 2013
Deferred turnaround costs, net	$	138,212	$	119,383
Catalyst	91,557		88,964
Deferred financing costs, net	25,267		26,541
Restricted cash	13,617		12,117
Linefill	9,667		9,636
Intangible assets, net	492		653
Other	5,331		5,185
	$	284,143	$	262,479

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RELATED PARTY TRANSACTIONS COMMERCIAL AGREEMENT (Details) (PBF Logistics LP [Member], USD $) In Thousands, unless otherwise specified	6 Months Ended	0 Months Ended		0 Months Ended		0 Months Ended		3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2014 Fee Based Agreement [Member] fee_based_agreement	May 14, 2014 Toledo Truck Unloading Terminal [Member] Services Agreement [Member] Toledo Terminaling Agreement [Member]	May 14, 2014 Toledo Truck Unloading Terminal [Member] Services Agreement [Member] Toledo Terminaling Agreement [Member]	May 14, 2014 Toledo Truck Unloading Terminal [Member] Agreement Period Three [Member] Services Agreement [Member] Toledo Terminaling Agreement [Member]	May 14, 2014 Delaware City Rail Unloading Terminal [Member] Services Agreement [Member] DCR Terminaling Agreement [Member]	May 14, 2014 Delaware City Rail Unloading Terminal [Member] Agreement Period Two [Member] Services Agreement [Member] DCR Terminaling Agreement [Member]	May 14, 2014 Delaware City Rail Unloading Terminal [Member] Agreement Period One [Member] Services Agreement [Member] DCR Terminaling Agreement [Member]	Jun. 30, 2014 Cost of Sales [Member] Toledo Terminaling Agreement [Member]	Jun. 30, 2014 Cost of Sales [Member] Toledo Terminaling Agreement [Member]	Jun. 30, 2014 Cost of Sales [Member] DCR Terminaling Agreement [Member]	Jun. 30, 2014 Cost of Sales [Member] DCR Terminaling Agreement [Member]
Related Party Transaction, Number of Agreements With Related Party	2
Related Party Transaction, Number of Agreement Extensions Available	2
Related Party Transaction, Agreement Extension, Term	5 years
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity		4,000		5,500		85,000	75,000
Oil And Gas Plant, Terminaling Services Fee, Base Commitment			1.00		2.00
Oil And Gas Plant, Terminaling Services Fee, Fee For Volume Above Minimum					0.50
Related Party Transaction, Amounts of Transaction								$ 582	$ 582	$ 7,200	$ 7,200

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EMPLOYEE BENEFIT PLANS (Tables)

6 Months Ended

Jun. 30, 2014

Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]

Schedule of net periodic benefit cost

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

	Three Months Ended   June 30,						Six Months Ended   June 30,
Pension Benefits	2014			2013			2014			2013
Components of net periodic benefit cost:
Service cost	$	4,851		$	3,699		$	9,142		$	7,397
Interest cost	601			248			1,171			496
Expected return on plan assets	(539		)	(138		)	(1,063		)	(276		)
Amortization of prior service costs	10			3			12			5
Amortization of loss	258			105			480			210
Net periodic benefit cost	$	5,181		$	3,917		$	9,742		$	7,832

	Three Months Ended   June 30,				Six Months Ended   June 30,
Post Retirement Medical Plan	2014		2013		2014			2013
Components of net periodic benefit cost:
Service cost	$	300	$	181	$	478		$	363
Interest cost	135		84		228			167
Amortization of prior service costs	75		—		55			—
Amortization of gain	1		—		(4		)	—
Net periodic benefit cost	$	511	$	265	$	757		$	530

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INVENTORIES

6 Months Ended

Jun. 30, 2014

Inventory Disclosure [Abstract]

INVENTORIES

INVENTORIES

Inventories consisted of the following:

June 30, 2014
	Titled Inventory		Inventory Supply and Offtake Arrangements		Total
Crude oil and feedstocks	$	739,095	$	101,756	$	840,851
Refined products and blendstocks	485,126		350,481		835,607
Warehouse stock and other	35,393		—		35,393
	$	1,259,614	$	452,237	$	1,711,851

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

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

At June 30, 2014 and December 31, 2013, the replacement value of inventories exceeded the LIFO carrying value by approximately $133,957 and $78,407, respectively.

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Condensed Consolidated Statements of Operations (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Revenues	$ 5,301,709	$ 4,678,293	$ 10,048,152	$ 9,476,141
Cost and expenses:
Cost of sales, excluding depreciation	4,943,238	4,295,979	9,090,922	8,731,081
Operating expenses, excluding depreciation	209,781	202,583	478,680	408,599
General and administrative expenses	32,095	19,141	68,719	49,235
Gain on sale of assets	6	0	(180)	0
Depreciation and amortization expense	34,516	27,563	67,731	54,093
Total cost and expenses	5,219,636	4,545,266	9,705,872	9,243,008
Income from operations	82,073	133,027	342,280	233,133
Other income (expenses)
Change in fair value of catalyst leases	(2,338)	6,820	(4,339)	5,481
Interest expense, net	(26,217)	(21,738)	(51,673)	(43,349)
Net income	$ 53,518	$ 118,109	$ 286,268	$ 195,265

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DERIVATIVES

6 Months Ended

Jun. 30, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVES

DERIVATIVES

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

As of June 30, 2014, there were 958,599 barrels of crude oil and feedstocks (838,829 barrels at December 31, 2013) outstanding under these derivative instruments designated as fair value hedges and no barrels (no barrels at December 31, 2013) outstanding under these derivative instruments not designated as hedges. As of June 30, 2014, there were 3,250,581 barrels of intermediates and refined products (3,274,047 barrels at December 31, 2013) outstanding under these derivative instruments designated as fair value hedges and no barrels (no barrels at December 31, 2013) outstanding under these derivative instruments not designated as hedges. These volumes represent the notional value of the contract.

The Company also enters into economic hedges primarily consisting of commodity derivative contracts that are not designated as hedges and are used to manage price volatility in certain crude oil and feedstock inventories as well as crude oil, feedstock, and refined product sales or purchases. The objective in entering into economic hedges is consistent with the objectives discussed above for fair value hedges. As of June 30, 2014, there were 88,319,388 barrels of crude oil and 521,321 barrels of refined products (43,199,000 and 0, respectively, as of December 31, 2013), outstanding under short and long term commodity derivative contracts not designated as hedges representing the notional value of the contracts.

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

Description	Balance Sheet Location	Fair Value Asset/(Liability)
Derivatives designated as hedging instruments:
June 30, 2014:
Derivatives included with inventory supply arrangement obligations	Accrued expenses	$	(1,247	)
Derivatives included with the intermediation agreement obligations	Accrued expenses	$	15,059
December 31, 2013:
Derivatives included with inventory supply arrangement obligations	Accrued expenses	$	(177	)
Derivatives included with the intermediation agreement obligations	Accrued expenses	$	6,016
Derivatives not designated as hedging instruments:
June 30, 2014:
Commodity contracts	Accounts receivable	$	21,187
Commodity contracts	Accrued expenses	$	(575	)
December 31, 2013:
Commodity contracts	Accrued expenses	$	(19,421	)

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

Description	Location of Gain or (Loss) Recognized in  Income on Derivatives	Gain or (Loss) Recognized in Income on Derivatives
Derivatives designated as hedging instruments:
For the three months ended June 30, 2014:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(3,719	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	(5,770	)
For the three months ended June 30, 2013:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	4,880
Derivatives included with the intermediation agreement obligations	Cost of sales	$	—
For the six months ended June 30, 2014:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(1,069	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	9,042
For the six months ended June 30, 2013:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(2,871	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	—
Derivatives not designated as hedging instruments:
For the three months ended June 30, 2014:
Commodity contracts	Cost of sales	$	(41,119	)
For the three months ended June 30, 2013:
Commodity contracts	Cost of sales	$	(4,728	)
For the six months ended June 30, 2014:
Commodity contracts	Cost of sales	$	31,278
For the six months ended June 30, 2013:
Commodity contracts	Cost of sales	$	13,949
Hedged items designated in fair value hedges:
For the three months ended June 30, 2014:
Crude oil and feedstock inventory	Cost of sales	$	3,719
Intermediate and refined product inventory	Cost of sales	$	5,770
For the three months ended June 30, 2013:
Crude oil and feedstock inventory	Cost of sales	$	6,393
Intermediate and refined product inventory	Cost of sales	$	—
For the six months ended June 30, 2014:
Crude oil and feedstock inventory	Cost of sales	$	1,069
Intermediate and refined product inventory	Cost of sales	$	(9,042	)
For the six months ended June 30, 2013:
Crude oil and feedstock inventory	Cost of sales	$	3,505
Intermediate and refined product inventory	Cost of sales	$	—

The Company had no ineffectiveness related to the Company's fair value hedges for the three and six months ended June 30, 2014 and a gain of $11,273 and $634 for the three and six months ended June 30, 2013, which was recorded in cost of sales. Gains and losses due to ineffectiveness, resulting from the difference in the forward and spot rates of the underlying crude inventory related to the derivatives included with inventory supply arrangement obligations, were excluded from the assessment of hedge effectiveness.

XML

Document and Entity Information Document	6 Months Ended
	Jun. 30, 2014	Aug. 11, 2014
Entity Information [Line Items]
Entity Registrant Name	PBF HOLDING CO LLC
Entity Central Index Key	0001566011
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2014
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2014
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding		0
PBF Finance Corporation [Member]
Entity Information [Line Items]
Entity Registrant Name	PBF FINANCE CORPORATION
Entity Central Index Key	0001566097
Entity Common Stock, Shares Outstanding		100

XML

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2014

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

Distributions

On July 30 2014, PBF Energy, PBF Holding's indirect parent, declared a dividend of $0.30 per share on its outstanding Class A common stock. The dividend is payable on August 27, 2014 to Class A common stockholders of record at the close of business on August 11, 2014. PBF Holding intends to make a distribution to PBF LLC, which in turn will make pro-rata distributions to its members, including PBF Energy. PBF Energy will then use this distribution to fund the dividend payments to the shareholders of PBF Energy.

Crude Oil Acquisition Agreement Termination

Effective July 31, 2014, PBF Holding terminated the Amended and Restated Crude Oil Acquisition Agreement, dated as of March 1, 2012 as amended (the "Crude Oil Acquisition Agreement") with MSCG.  Under the terms of the Crude Oil Acquisition Agreement, the Company acquired substantially all of its crude oil for its subsidiary's Toledo refinery from MSCG through delivery at various interstate pipeline locations. No early termination penalties will be incurred by the Company as a result of the termination.

Toledo Catalyst Lease

In July 2014, the Toledo catalyst lease expired and the Company entered into a new catalyst lease agreement with a three year term and an annual fixed interest rate of 1.99%. The annual lease expense is approximately $326.

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Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Net income	$ 53,518	$ 118,109	$ 286,268	$ 195,265
Other comprehensive income (loss):
Unrealized gain on available for sale securities	66	(6)	95	(6)
Net gain (loss) on pension and other postretirement benefits	232	324	449	216
Total other comprehensive income (loss)	298	318	544	210
Comprehensive income	$ 53,816	$ 118,427	$ 286,812	$ 195,475

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INTERCOMPANY NOTE PAYABLE

6 Months Ended

Jun. 30, 2014

INTERCOMPANY NOTE PAYABLE [Abstract]

INTERCOMPANY NOTE PAYABLE

INTERCOMPANY NOTES PAYABLE

As of June 30, 2014, PBF Holding had outstanding notes payable with PBF Energy and PBF LLC for an aggregate principal amount of $88,403 ($31,835 as of December 31, 2013). The notes have an interest rate of 2.5% and a five year term but may be prepaid in whole or in part at any time, at the option of PBF Holding, without penalty or premium.

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INCOME TAXES

6 Months Ended

Jun. 30, 2014

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

PBF Holding is a limited liability company treated as a "flow-through" entity for income tax purposes. Accordingly, there is no benefit or provision for federal or state income tax in the PBF Holding financial statements.

XML

ACCRUED EXPENSES (Tables)

6 Months Ended

Jun. 30, 2014

Payables and Accruals [Abstract]

Schedule of accrued expenses

Accrued expenses consisted of the following:

	June 30, 2014		December 31, 2013
Inventory-related accruals	$	859,836	533,012
Inventory supply and offtake arrangements	414,266		454,893
Accrued transportation costs	55,656		29,762
Excise and sales tax payable	35,605		42,814
Accrued salaries and benefits	31,300		10,799
Accrued construction in progress	28,302		33,747
Accrued interest	23,281		22,570
Accrued utilities	16,629		25,959
Customer deposits	11,150		23,621
Renewable energy credit obligations	3,946		15,955
Other	16,863		17,813
	$	1,496,834	$	1,210,945

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CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

6 Months Ended

Jun. 30, 2014

Condensed Financial Information of Subsidiary Disclosure [Abstract]

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

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

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

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

. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	June 30, 2014
	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	311,982		$	1,350	$	38		$	—		$	313,370
Accounts receivable	657,790			55,436		—			—			713,226
Accounts receivable - affiliate	506			3,491		—			—			3,997
Inventories	1,074,128			637,723		—			—			1,711,851
Prepaid expense and other current assets	56,327			5,388		51			(51		)	61,715
Due from related parties	13,295,126			17,778,473		360			(31,073,959		)	—
Total current assets	15,395,859			18,481,861		449			(31,074,010		)	2,804,159
Property, plant and equipment, net	22,939			1,737,069		28,876			—			1,788,884
Investment in subsidiaries	3,209,535			—		—			(3,209,535		)	—
Deferred charges and other assets, net	25,955			255,212		2,976			—			284,143
Total assets	$	18,654,288		$	20,474,142	$	32,301		$	(34,283,545	)	$	4,877,186
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	284,129		$	55,107	$	—		$	(51	)	$	339,185
Accounts payable - affiliate	7,782			—		—			—			7,782
Accrued expenses	891,776			588,951		16,107			—			1,496,834
Current portion of long-term debt	—			13,009		—			—			13,009
Deferred revenue	6,134			—		—			—			6,134
Due to related parties	14,552,915			16,519,423		1,621			(31,073,959		)	—
Total current liabilities	15,742,736			17,176,490		17,728			(31,074,010		)	1,862,944
Delaware Economic Development Authority loan	—			12,000		—			—			12,000
Long-term debt	667,992			44,420		8,225			—			720,637
Intercompany notes payable	88,403			—		—			—			88,403
Other long-term liabilities	16,902			38,045		—			—			54,947
Total liabilities	16,516,033			17,270,955		25,953			(31,074,010		)	2,738,931
Commitments and contingencies
Equity:
Member's equity	1,231,236			836,314		7,187			(843,501		)	1,231,236
Retained earnings (accumulated deficit)	921,013			2,365,043		(839		)	(2,364,204		)	921,013
Accumulated other comprehensive (loss) income	(13,994		)	1,830		—			(1,830		)	(13,994		)
Total equity	2,138,255			3,203,187		6,348			(3,209,535		)	2,138,255
Total liabilities and equity	$	18,654,288		$	20,474,142	$	32,301		$	(34,283,545	)	$	4,877,186

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	December 31, 2013
	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	76,179		$	791	$	—	$	—		$	76,970
Accounts receivable	588,385			8,262		—		—			596,647
Inventories	818,007			627,510		—		—			1,445,517
Prepaid expense and other current assets	49,251			6,592		—		—			55,843
Due from related parties	11,807,063			16,600,151		—		(28,407,214		)	—
Total current assets	13,338,885			17,243,306		—		(28,407,214		)	2,174,977
Property, plant and equipment, net	60,746			1,720,843		—		—			1,781,589
Investment in subsidiaries	3,584,622			—		—		(3,584,622		)	—
Deferred charges and other assets, net	27,923			234,556		—		—			262,479
Total assets	$	17,012,176		$	19,198,705	$	—	$	(31,991,836	)	$	4,219,045
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	307,612		$	94,681	$	—	$	—		$	402,293
Accrued expenses	606,388			604,557		—		—			1,210,945
Current portion of long-term debt	—			12,029		—		—			12,029
Deferred revenue	7,766			—		—		—			7,766
Due to related parties	13,589,263			14,817,951		—		(28,407,214		)	—
Total current liabilities	14,511,029			15,529,218		—		(28,407,214		)	1,633,033
Delaware Economic Development Authority loan	—			12,000		—		—			12,000
Long-term debt	682,487			41,060		—		—			723,547
Intercompany notes payable	31,835			—		—		—			31,835
Other long-term liabilities	14,672			31,805		—		—			46,477
Total liabilities	15,240,023			15,614,083		—		(28,407,214		)	2,446,892
Commitments and contingencies
Equity:
Member's equity	933,164			667,173		—		(667,173		)	933,164
Retained earnings	853,527			2,915,720		—		(2,915,720		)	853,527
Accumulated other comprehensive (loss) income	(14,538		)	1,729		—		(1,729		)	(14,538		)
Total equity	1,772,153			3,584,622		—		(3,584,622		)	1,772,153
Total liabilities and equity	$	17,012,176		$	19,198,705	$	—	$	(31,991,836	)	$	4,219,045

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Six Months Ended June 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	10,046,951		$	739,071		$	460		$	(738,330	)	$	10,048,152
Costs and expenses:
Cost of sales, excluding depreciation	9,090,621			737,870			761			(738,330		)	9,090,922
Operating expenses, excluding depreciation	35			478,645			—			—			478,680
General and administrative expenses	60,320			8,399			—			—			68,719
(Gain) loss on sale of assets	(186		)	6			—			—			(180		)
Depreciation and amortization expense	6,823			60,866			42			—			67,731
	9,157,613			1,285,786			803			(738,330		)	9,705,872
Income (loss) from operations	889,338			(546,715		)	(343		)	—			342,280
Other income (expense):
Equity in earnings (loss) of subsidiaries	(551,516		)	—			—			551,516			—
Change in fair value of catalyst leases	—			(4,339		)	—			—			(4,339		)
Interest (expense) income, net	$	(51,554	)	$	377		$	(496	)	$	—		$	(51,673	)
Net income (loss)	$	286,268		$	(550,677	)	$	(839	)	$	551,516		$	286,268
Comprehensive income (loss)	$	286,812		$	(550,582	)	$	(839	)	$	551,421		$	286,812

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Six Months Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Revenues	$	6,561,777		$	6,315,781		$	—	$	(3,401,417	)	$	9,476,141
Costs and expenses:
Cost of sales, excluding depreciation	7,453,784			4,678,714			—		(3,401,417		)	8,731,081
Operating expenses, excluding depreciation	(141		)	408,740			—		—			408,599
General and administrative expenses	42,040			7,195			—		—			49,235
Depreciation and amortization expense	6,138			47,955			—		—			54,093
	7,501,821			5,142,604			—		(3,401,417		)	9,243,008
(Loss) income from operations	(940,044		)	1,173,177			—		—			233,133
Other income (expense):
Equity in earnings of subsidiaries	1,176,634			—			—		(1,176,634		)	—
Change in fair value of catalyst leases	—			5,481			—		—			5,481
Interest expense, net	(41,325		)	(2,024		)	—		—			(43,349		)
Net income (loss)	$	195,265		$	1,176,634		$	—	$	(1,176,634	)	$	195,265
Comprehensive income (loss)	$	195,475		$	1,176,634		$	—	$	(1,176,634	)	$	195,475

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Six Months Ended June 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	286,268		$	(550,677	)	$	(839	)	$	551,516		$	286,268
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization	10,084			60,881			253			—			71,218
Stock-based compensation	—			2,728			—			—			2,728
Change in fair value of catalyst lease obligations	—			4,339			—			—			4,339
Non-cash change in inventory repurchase obligations	—			(7,973		)	—			—			(7,973		)
Pension and other post retirement benefit costs	2,777			7,761			—			—			10,538
(Gain) loss on disposition of property, plant and equipment	(186		)	6			—			—			(180		)
Equity in earnings of subsidiaries	551,516			—			—			(551,516		)	—
Changes in current assets and current liabilities:
Accounts receivable	(69,405		)	(47,174		)	—			—			(116,579		)
Amounts due to/from related parties	(716,895		)	719,419			1,261			—			3,785
Inventories	(256,121		)	7,027			—			—			(249,094		)
Prepaid expenses and other current assets	(7,076		)	1,204			(51		)	51			(5,872		)
Accounts payable	(23,483		)	(39,574		)	—			(51		)	(63,108		)
Accrued expenses	285,388			(3,321		)	—			—			282,067
Deferred revenue	(1,632		)	—			—			—			(1,632		)
Other assets and liabilities	(836		)	(3,232		)	—			—			(4,068		)
Net cash provided by (used in) operating activities	60,399			151,414			624			—			212,437
Cash flows from investing activities:
Expenditures for property, plant and equipment	(6,588		)	(103,229		)	(12,811		)	—			(122,628		)
Expenditures for deferred turnaround costs	—			(39,424		)	—			—			(39,424		)
Expenditures for other assets	—			(8,202		)	—			—			(8,202		)
Investment in subsidiaries	(7,187		)	—			—			7,187			—
Proceeds from sale of assets	37,759			—			—			—			37,759
Net cash provided by (used in) investing activities	23,984			(150,855		)	(12,811		)	7,187			(132,495		)
Cash flows from financing activities:
Proceeds from members' capital contributions	328,664			—			7,187			(7,187		)	328,664
Distribution to members	(218,782		)	—			—			—			(218,782		)
Proceeds from intercompany notes payable	55,994			—			—			—			55,994
Proceeds from Rail Facility Revolver	—			—			8,225			—			8,225
Proceeds from revolver borrowings	395,000			—			—			—			395,000
Repayments of revolver borrowings	(410,000		)	—			—			—			(410,000		)
Deferred financing costs and other	544			—			(3,187		)	—			(2,643		)
Net cash provided by (used in) financing activities	151,420			—			12,225			(7,187		)	156,458
Net increase in cash and cash equivalents	235,803			559			38			—			236,400
Cash and equivalents, beginning of period	76,179			791			—			—			76,970
Cash and equivalents, end of period	$	311,982		$	1,350		$	38		$	—		$	313,370

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Six Months Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	195,265		$	1,176,634		$	—	$	(1,176,634	)	$	195,265
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation and amortization	9,339			48,014			—		—			57,353
Stock-based compensation	—			1,977			—		—			1,977
Change in fair value of catalyst lease obligations	—			(5,481		)	—		—			(5,481		)
Non-cash change in inventory repurchase obligations	—			(17,377		)	—		—			(17,377		)
Pension and other post retirement benefit costs	—			8,472			—		—			8,472
Equity in earnings of subsidiaries	(1,176,634		)	—			—		1,176,634			—
Changes in current assets and current liabilities:
Accounts receivable	(9,505		)	(78,051		)	—		—			(87,556		)
Amounts due to/from related parties	832,549			(817,828		)	—		—			14,721
Inventories	(203,625		)	20,587			—		—			(183,038		)
Prepaid expenses and other current assets	(22,191		)	(10,557		)	—		—			(32,748		)
Accounts payable	(12,985		)	(119,505		)	—		—			(132,490		)
Accrued expenses	237,384			(42,073		)	—		—			195,311
Deferred revenue	—			(26,594		)	—		—			(26,594		)
Other assets and liabilities	4,114			(12,480		)	—		—			(8,366		)
Net cash (used in) provided by operating activities	(146,289		)	125,738			—		—			(20,551		)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(18,240		)	(86,844		)	—		—			(105,084		)
Expenditures for refinery turnarounds costs	—			(4,551		)	—		—			(4,551		)
Expenditures for other assets	—			(3,089		)	—		—			(3,089		)
Net cash used in investing activities	(18,240		)	(94,484		)	—		—			(112,724		)
Cash flows from financing activities:
Distributions to members	(155,802		)	—			—		—			(155,802		)
Proceeds from intercompany notes payable	31,632			—			—		—			31,632
Proceeds from revolver borrowings	160,000			—			—		—			160,000
Repayments of revolver borrowings	(65,000		)	—			—		—			(65,000		)
Payment of contingent consideration related to acquisition of Toledo refinery	—			(21,357		)	—		—			(21,357		)
Deferred financing costs and other	(1,044		)	(215		)	—		—			(1,259		)
Net cash used in financing activities	(30,214		)	(21,572		)	—		—			(51,786		)
Net (decrease) increase in cash and cash equivalents	(194,743		)	9,682			—		—			(185,061		)
Cash and equivalents, beginning of period	241,926			12,365			—		—			254,291
Cash and equivalents, end of period	$	47,183		$	22,047		$	—	$	—		$	69,230

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EMPLOYEE BENEFIT PLANS

6 Months Ended

Jun. 30, 2014

Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS

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

	Three Months Ended   June 30,						Six Months Ended   June 30,
Pension Benefits	2014			2013			2014			2013
Components of net periodic benefit cost:
Service cost	$	4,851		$	3,699		$	9,142		$	7,397
Interest cost	601			248			1,171			496
Expected return on plan assets	(539		)	(138		)	(1,063		)	(276		)
Amortization of prior service costs	10			3			12			5
Amortization of loss	258			105			480			210
Net periodic benefit cost	$	5,181		$	3,917		$	9,742		$	7,832

	Three Months Ended   June 30,				Six Months Ended   June 30,
Post Retirement Medical Plan	2014		2013		2014			2013
Components of net periodic benefit cost:
Service cost	$	300	$	181	$	478		$	363
Interest cost	135		84		228			167
Amortization of prior service costs	75		—		55			—
Amortization of gain	1		—		(4		)	—
Net periodic benefit cost	$	511	$	265	$	757		$	530

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RELATED PARTY TRANSACTIONS (Notes)

6 Months Ended

Jun. 30, 2014

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

In connection with the PBFX Offering, PBF Holding 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 services agreements with PBFX under which PBFX provides commercial transportation and terminaling services to the Company.

The agreements described below became effective on May 14, 2014, concurrent with the closing of the PBFX Offering.

Contribution and Conveyance Agreement

On May 8, 2014, PBFX, PBF GP, PBF Energy, PBF LLC, PBF Holding, Delaware City Refining Company LLC ("DCR"), Delaware City Terminaling Company LLC ("Delaware City Terminaling") and Toledo Refining Company LLC ("TRC") entered into the Contribution and Conveyance Agreement (the “Contribution Agreement”). The following transactions occurred pursuant to the Contribution Agreement:

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

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

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

Commercial Agreements

In connection with the PBFX Offering, PBF Holding entered into two long-term, fee-based agreements with PBFX (for rail and truck terminaling services), subject to minimum volume commitments. Under these agreements, PBFX provides various rail and truck terminaling services to PBF Holding and PBF Holding has committed to provide PBFX with minimum fees based on minimum monthly throughput volumes of crude oil. Each of these agreements terminate on the first December 31st following the seventh anniversary and may be extended, at PBF Holding's option, for up to two additional five-year terms. The fees under each of these agreements are indexed for inflation and any increase in our operating costs for providing such services to subsidiaries of PBF Energy.

Delaware City Rail Terminaling Services Agreement

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

For the three and six months ended June 30, 2014, PBF Holding paid PBFX $7,200 for fees related to the DCR Terminaling Agreement.

Toledo Truck Unloading & Terminaling Agreement

PBF Holding entered into a truck unloading and terminaling services agreement with PBFX to obtain terminaling services at the Toledo Truck Terminal (“Toledo Terminaling Agreement”). Under the Toledo Terminaling Agreement, PBF Holding is obligated to throughput aggregate volumes of crude oil of at least 4,000 bpd (calculated on a quarterly average basis) for a terminaling service fee of $1.00 per barrel. The Toledo Terminaling Agreement was amended and restated effective as of June 1, 2014, to among other things, increase the minimum throughput volume commitment from 4,000 bpd to 5,500 bpd beginning August 1, 2014. PBF Holding also pays PBFX for providing related ancillary services at the terminal which are specified in the Toledo Terminaling Agreement. The terminaling service fee is subject to (i) increase or decrease on January 1 of each year, beginning on January 1, 2015, by the amount of any change in the Producer Price Index, provided that the fee may not be adjusted below the initial amount and (ii) increase by the increase in any operating costs that increase greater than the Producer Price Index reasonably incurred by PBFX in connection with providing the services and ancillary services under the Toledo Terminaling Agreement.

For the three and six months ended June 30, 2014, PBF Holding paid PBFX $582 for fees related to the Toledo Terminaling Agreement.

Omnibus Agreement

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

The Omnibus Agreement addresses the following matters:

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

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

• PBFX’s agreement to reimburse PBF LLC for all other direct or allocated costs and expenses incurred by PBF LLC on PBFX’s behalf;

• PBF LLC’s agreement not to compete with PBFX under certain circumstances, subject to certain exceptions;

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

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

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

For the three and six months ended June 30, 2014, PBF Holding received from PBFX $422 for fees related to the Omnibus Agreement.

Operation and Management Services and Secondment Agreement

PBF Holding and certain of its subsidiaries entered into an operation and management services and secondment agreement (the “Services Agreement”) with PBFX, pursuant to which PBF Holding and its subsidiaries will provide PBFX with the personnel necessary for PBFX to perform its obligations under its commercial agreements. PBFX will reimburse PBF Holding for the use of such employees and the provision of certain infrastructure-related services to the extent applicable to its operations, including storm water discharge and waste water treatment, steam, potable water, access to certain roads and grounds, sanitary sewer access, electrical power, emergency response, filter press, fuel gas, API solids treatment, fire water and compressed air. In addition, PBFX will pay an annual fee of $490 to PBF Holding for the provision of such services pursuant to the Services Agreement. The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that PBFX may terminate any service on 30 days’ notice.

For the three and six months ended June 30, 2014, PBF Holding received from PBFX $66 for fees related to the Services Agreement.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Environmental Matters

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

In connection with the Paulsboro refinery acquisition, the Company assumed certain environmental remediation obligations. The environmental liability of $11,149 recorded as of June 30, 2014 ($9,869 as of December 31, 2013) represents the present value of expected future costs discounted at a rate of 8%. The current portion of the environmental liability is recorded in accrued expenses and the non-current portion is recorded in other long-term liabilities. A trust fund related to this liability in the amount of $12,117, acquired in the Paulsboro acquisition, is recorded as restricted cash in deferred charges and other assets, net as of June 30, 2014 and December 31, 2013.

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

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

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.  As of July 1, 2014, five additional Northeastern states began requiring heating oils with 500 PPM or less sulfur.  All of the heating oil we currently produce meets these specifications.  The mandate and other requirements do not currently have a material impact on the Company's financial position, results of operations or cash flows.

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

The EPA was required to release the final annual standards for the Reformulated Fuels Standard ("RFS") for 2014 no later than Nov 29, 2013. The EPA did not meet this requirement but did release the proposed standards for 2014. In the proposed standards the EPA responded to the industry discussion around the apparent infeasibility of compliance in 2014 if the EPA issued standards following the requirements of the Energy Independence and Security Act.  The EPA indicated it would use its waiver authority under the RFS 2 program ("RFS 2") and set standards for renewable fuel recognizing the practical constraints in requiring ethanol blending into gasoline above 10%. The EPA also indicated it would reduce the advanced biofuel requirement and hold constant the biomass based diesel requirements at the 2013 level. The cellulosic requirement would be increased over the 2013 volume and, as has been the case in each of the prior years, the EPA would likely be overstating the actual production. Renewable fuel groups have been vocal in advocating changes to the proposed standards in general due to the lower volumes mandated. The EPA is targeting to finalize the 2014 RFS 2 standards by the fall of 2014. Depending on the actual requirements of the final standards when they are issued, the final standards may have a material impact on the Company's cost of compliance with RFS 2.

On June 1, 2012, the EPA issued final amendments to the New Source Performance Standards ("NSPS") for petroleum refineries, including standards for emissions of nitrogen oxides from process heaters and work practice standards and monitoring requirements for flares.  The Company has evaluated the impact of the regulation and amended standards on its refinery operations and currently does not expect the cost to comply by July 1, 2015 with the amended NSPS to be material.

In addition, the EPA proposed a Final Rule to the Clean Water Act ("CWA") Section 316(b) regarding cooling water intake structures. The next phase will include requirements for petroleum refineries.  The rule was shared with the public in May 2014, but has not yet been published in the Federal Register. 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 gives state agencies 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.

On June 14, 2013, two administrative appeals were filed by the Sierra Club and Delaware Audubon regarding a permit DCR obtained to allow loading of crude oil onto barges. The appeals allege that both the loading of crude oil onto barges and the operation of the Delaware City rail unloading terminal violate Delaware’s Coastal Zone Act. The first appeal is Number 2013-1 before the State Coastal Zone Industrial Control Board (the “CZ Board”), and the second appeal is before the Environmental Appeals Board and appeals Secretary’s Order No. 2013-A-0020. The CZ Board held a hearing on the first appeal on July 16, 2013, and ruled in favor of DCR and the State of Delaware and dismissed Appellants’ appeal for lack of standing. Sierra Club and Delaware Audubon have appealed that decision to the Delaware Superior Court, New Castle County, Case No. N13A-09-001 ALR, and DCR and the State have filed cross-appeals. Briefs have been filed in this appeal and the court issued a stay until briefs are filed in the second appeal. A hearing on the second appeal before the Environmental Appeals Board (the “EAB”), case no. 2013-06, was held on January 13, 2014, and the EAB ruled in favor of DCR and the State and dismissed the appeal for lack of jurisdiction. The Appellants filed a Notice of Appeal with the Superior Court appealing the EAB’s decision and briefs are scheduled to be filed in the third quarter of 2014. If the Appellants in one or both of these matters ultimately prevail, the outcome may have a material adverse effect on our financial condition, results of operations or cash flows.

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

PBF LLC Limited Liability Company Agreement

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

Taxable income of PBF LLC generally is allocated to the holders of PBF LLC units (including PBF Energy) pro rata in accordance with their respective share of the net profits and net losses of PBF LLC. In general, PBF LLC is required to make periodic tax distributions to the members of PBF LLC, including PBF Energy, pro rata in accordance with their respective percentage interests for such period (as determined under the amended and restated limited liability company agreement of PBF LLC), subject to available cash and applicable law and contractual restrictions (including pursuant to our debt instruments) and based on certain assumptions. Generally, these tax distributions are required to be in an amount equal to our estimate of the taxable income of PBF LLC for the year multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, New York (taking into account the nondeductibility of certain expenses). If, with respect to any given calendar year, the aggregate periodic tax distributions were less than the actual taxable income of PBF LLC multiplied by the assumed tax rate, PBF LLC is required to make a “true up” tax distribution, no later than March 15 of the following year, equal to such difference, subject to the available cash and borrowings of PBF LLC. PBF LLC obtains funding to pay its tax distributions by causing the Company 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 it makes on a pro-rata basis to its owners. Such owners include PBF Energy, which holds a 90.5% interest in PBF LLC as of June 30, 2014 (40.9% as of December 31, 2013). PBF LLC obtains funding to pay its tax distributions by causing the Company to distribute cash to PBF LLC and from distributions it receives from PBFX.

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FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2014

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

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 June 30, 2014 and December 31, 2013.

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

	As of June 30, 2014
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
	Level 1		Level 2		Level 3
Assets:
Money market funds	$	5,546	$	—	$	—	$	5,546	N/A		$	5,546
Non-qualified pension plan assets	5,047		—		—		5,047		N/A		5,047
Commodity contracts	15,017		15,971		2,827		33,815		(12,628	)	21,187
Derivatives included with intermediation agreement obligations	—		15,059		—		15,059		—		15,059
Liabilities:
Catalyst lease obligations	—		57,429		—		57,429		N/A		57,429
Commodity contracts	220		12,845		138		13,203		(12,628	)	575
Derivatives included with inventory supply arrangement obligations	—		1,247		—		1,247		—		1,247

	As of December 31, 2013
	Fair Value Hierarchy						Total
	Level 1		Level 2		Level 3
Assets:
Money market funds	$	5,857	$	—	$	—	$	5,857
Non-qualified pension plan assets	4,905		—		—		4,905
Commodity contracts	4,252		6,681		—		10,933
Derivatives included with inventory intermediation agreement obligations	—		6,016		—		6,016
Liabilities:
Commodity contracts	—		6,989		23,365		30,354
Catalyst lease obligations	—		53,089		—		53,089
Derivatives included with inventory supply arrangement obligations	—		177		—		177

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.

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

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

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

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

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Balance at beginning of period	$	(3,751	)	$	21,358		$	(23,365	)	$	21,358
Purchases	—			—			—			—
Settlements	4,972			(21,358		)	3,667			(21,358		)
Unrealized gain included in earnings	1,468			—			22,387			—
Transfers into Level 3	—			—			—			—
Transfers out of Level 3	—			—			—			—
Balance at end of period	$	2,689		$	—		$	2,689		$	—

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

Fair value of debt

The table below summarizes the fair value and carrying value as of June 30, 2014 and December 31, 2013.

	June 30, 2014				December 31, 2013
	Carrying value		Fair  value		Carrying  value		Fair value
Senior secured notes (a)	$	667,992	$	671,936	$	667,487	$	697,568
Revolving Loan (b)	—		—		15,000		15,000
Rail Facility (b)	8,225		8,225		—		—
Catalyst leases (c)	57,429		57,429		53,089		53,089
	733,646		737,590		735,576		765,657
Less - Current maturities	13,009		13,009		12,029		12,029
Long-term debt	$	720,637	$	724,581	$	723,547	$	753,628

(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.

(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 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.

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RELATED PARTY TRANSACTIONS (Details) (USD $)	6 Months Ended		0 Months Ended		3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended		0 Months Ended		0 Months Ended				0 Months Ended		0 Months Ended
	Jun. 30, 2014 PBF Logistics LP [Member] Fee Based Agreement [Member] fee_based_agreement	Jun. 30, 2014 PBF Logistics LP [Member] Omnibus Agreement [Member]	May 14, 2014 PBF Logistics LP [Member] Services Agreement [Member]	May 14, 2014 PBF Logistics LP [Member] Services Agreement [Member]	Jun. 30, 2014 Cost of Sales [Member] PBF Logistics LP [Member] DCR Terminaling Agreement [Member]	Jun. 30, 2014 Cost of Sales [Member] PBF Logistics LP [Member] DCR Terminaling Agreement [Member]	Jun. 30, 2014 Cost of Sales [Member] PBF Logistics LP [Member] Toledo Terminaling Agreement [Member]	Jun. 30, 2014 Cost of Sales [Member] PBF Logistics LP [Member] Toledo Terminaling Agreement [Member]	Jun. 30, 2014 General and Administrative Expense [Member] PBF Logistics LP [Member] Omnibus Agreement [Member]	Jun. 30, 2014 General and Administrative Expense [Member] PBF Logistics LP [Member] Omnibus Agreement [Member]	Jun. 30, 2014 Operating Expense [Member] PBF Logistics LP [Member] Services Agreement [Member]	Jun. 30, 2014 Operating Expense [Member] PBF Logistics LP [Member] Services Agreement [Member]	May 14, 2014 Services Agreement [Member] Delaware City Rail Unloading Terminal [Member] PBF Logistics LP [Member] DCR Terminaling Agreement [Member]	May 14, 2014 Services Agreement [Member] Toledo Truck Unloading Terminal [Member] PBF Logistics LP [Member] Toledo Terminaling Agreement [Member]	May 14, 2014 Services Agreement [Member] Toledo Truck Unloading Terminal [Member] PBF Logistics LP [Member] Toledo Terminaling Agreement [Member]	May 14, 2014 Agreement Period One [Member] Services Agreement [Member] Delaware City Rail Unloading Terminal [Member] PBF Logistics LP [Member] DCR Terminaling Agreement [Member]	May 14, 2014 Agreement Period Two [Member] Services Agreement [Member] Delaware City Rail Unloading Terminal [Member] PBF Logistics LP [Member] DCR Terminaling Agreement [Member]	May 14, 2014 Agreement Period Three [Member] Services Agreement [Member] Toledo Truck Unloading Terminal [Member] PBF Logistics LP [Member] Toledo Terminaling Agreement [Member]	May 14, 2014 PBF Logistics LP [Member] PBF LLC [Member] Contribution Agreement [Member]	May 14, 2014 PBF Logistics LP [Member] PBF LLC [Member] Contribution Agreement [Member]	May 14, 2014 PBF Logistics LP [Member] PBF LLC [Member] Contribution Agreement [Member]	May 14, 2014 PBF Logistics LP [Member] Common Units [Member] PBF LLC [Member] Contribution Agreement [Member]	May 14, 2014 PBF Logistics LP [Member] Subordinated Units [Member] PBF LLC [Member] Contribution Agreement [Member]	May 14, 2014 Limited Partner [Member] PBF Logistics LP [Member] PBF LLC [Member]
Related Party Transaction [Line Items]
Partners' Capital Account, Units, Issued In Non-Cash Exchange																						74,053	15,886,553
Related Party Transaction, Number of Agreements With Related Party	2
Related Party, Annual Fee				$ 490,000
Related Party Transaction, Notice Of Withdrawal Period			30 days
Related Party Transaction, Amounts of Transaction					7,200,000	7,200,000	582,000	582,000	422,000	422,000	82,000	66,000
Related Party Transaction, Annual Fee		2,300,000
Related Party Transaction, Expense Reimbursement, Salaries and Benefit Costs Reimbursement, Minimum Time Commitment to Company, Percent		50.00%
Related Party Transaction, Estimated Annual Salaries and Benefits Costs Reimbursable		900,000
Related Party Transaction, Maximum Reimbursement per Event, Net of Insurance Recoveries		20,000,000
Related Party, Transaction Period		5 years
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity														4,000		75,000	85,000	5,500
Oil And Gas Plant, Terminaling Services Fee, Base Commitment													2.00		1.00
Oil And Gas Plant, Terminaling Services Fee, Fee For Volume Above Minimum													0.50
Related Party Transaction, Number of Agreement Extensions Available	2
Related Party Transaction, Agreement Extension, Term	5 years
Limited Partners' Capital Account, Ownership Percentage																								50.20%
Rights To Distribution Made To Limited Partner, Capital Expenditures																			30,000,000		30,000,000
Rights To Distribution Made To Limited Partner																			298,664,000		298,664,000
Partners' Capital Account, Redemptions																				$ 1

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CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Statement of Cash Flows) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Cash flows from operating activities:
Net income	$ 286,268	$ 195,265
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	71,218	57,353
Stock-based compensation	2,728	1,977
Change in fair value of catalyst lease obligations	4,339	(5,481)
Non-cash change in inventory repurchase obligations	(7,973)	(17,377)
Gain on sale of assets	(180)	0
Pension and other post retirement benefit costs	10,538	8,472
Equity in earnings of subsidiaries	0	0
Changes in current assets and current liabilities:
Accounts receivable	(116,579)	(87,556)
Inventories	(249,094)	(183,038)
Prepaid expenses and other current assets	(5,872)	(32,748)
Accounts payable	(63,108)	(132,490)
Accrued expenses	282,067	195,311
Deferred revenue	(1,632)	(26,594)
Amounts due to/from related parties	3,785	14,721
Other assets and liabilities	(4,068)	(8,366)
Net cash provided by operations	212,437	(20,551)
Cash flow from investing activities:
Expenditures for property, plant and equipment	(122,628)	(105,084)
Expenditures for deferred turnaround cost	(39,424)	(4,551)
Expenditures for other assets	(8,202)	(3,089)
Investment in subsidiary	0
Proceeds from sale of assets	37,759	0
Net cash used in investing activities	(132,495)	(112,724)
Proceeds from revolver borrowings	395,000	160,000
Proceeds from members' capital contributions	328,664	0
Cash flows from financing activities:
Distribution to members	(218,782)	(155,802)
Repayments of revolver borrowings	(410,000)	(65,000)
Deferred financing costs and other	(2,643)	(1,259)
Net cash used in financing activities	156,458	(51,786)
Proceeds from intercompany notes payable	55,994	31,632
Proceeds from Rail Facility revolver borrowings	8,225	0
Net increase (decrease) in cash and cash equivalents	236,400	(185,061)
Cash and equivalents, beginning of period	76,970	254,291
Cash and equivalents, end of period	313,370	69,230
Payment of contingent consideration related to acquisition of Toledo refinery	0	21,357
Issuer [Member]
Cash flows from operating activities:
Net income	286,268	195,265
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	10,084	9,339
Stock-based compensation	0	0
Change in fair value of catalyst lease obligations	0	0
Non-cash change in inventory repurchase obligations	0	0
Gain on sale of assets	(186)
Pension and other post retirement benefit costs	2,777	0
Equity in earnings of subsidiaries	551,516	(1,176,634)
Changes in current assets and current liabilities:
Accounts receivable	(69,405)	(9,505)
Inventories	(256,121)	(203,625)
Prepaid expenses and other current assets	(7,076)	(22,191)
Accounts payable	(23,483)	(12,985)
Accrued expenses	285,388	237,384
Deferred revenue	(1,632)	0
Amounts due to/from related parties	(716,895)	832,549
Other assets and liabilities	(836)	4,114
Net cash provided by operations	60,399	(146,289)
Cash flow from investing activities:
Expenditures for property, plant and equipment	(6,588)	(18,240)
Expenditures for deferred turnaround cost	0	0
Expenditures for other assets	0	0
Investment in subsidiary	7,187
Proceeds from sale of assets	37,759
Net cash used in investing activities	23,984	(18,240)
Proceeds from revolver borrowings	395,000	160,000
Proceeds from members' capital contributions	328,664
Cash flows from financing activities:
Distribution to members	(218,782)	(155,802)
Repayments of revolver borrowings	(410,000)	(65,000)
Deferred financing costs and other	544	(1,044)
Net cash used in financing activities	151,420	(30,214)
Proceeds from intercompany notes payable	55,994	31,632
Proceeds from Rail Facility revolver borrowings	0
Net increase (decrease) in cash and cash equivalents	235,803	(194,743)
Cash and equivalents, beginning of period	76,179	241,926
Cash and equivalents, end of period	311,982	47,183
Payment of contingent consideration related to acquisition of Toledo refinery		0
Guarantors Subsidiaries [Member]
Cash flows from operating activities:
Net income	(550,677)	1,176,634
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	60,881	48,014
Stock-based compensation	2,728	1,977
Change in fair value of catalyst lease obligations	4,339	(5,481)
Non-cash change in inventory repurchase obligations	(7,973)	(17,377)
Gain on sale of assets	6
Pension and other post retirement benefit costs	7,761	8,472
Equity in earnings of subsidiaries	0	0
Changes in current assets and current liabilities:
Accounts receivable	(47,174)	(78,051)
Inventories	7,027	20,587
Prepaid expenses and other current assets	1,204	(10,557)
Accounts payable	(39,574)	(119,505)
Accrued expenses	(3,321)	(42,073)
Deferred revenue	0	(26,594)
Amounts due to/from related parties	719,419	(817,828)
Other assets and liabilities	(3,232)	(12,480)
Net cash provided by operations	151,414	125,738
Cash flow from investing activities:
Expenditures for property, plant and equipment	(103,229)	(86,844)
Expenditures for deferred turnaround cost	(39,424)	(4,551)
Expenditures for other assets	(8,202)	(3,089)
Investment in subsidiary	0
Proceeds from sale of assets	0
Net cash used in investing activities	(150,855)	(94,484)
Proceeds from revolver borrowings	0	0
Proceeds from members' capital contributions	0
Cash flows from financing activities:
Distribution to members	0	0
Repayments of revolver borrowings	0	0
Deferred financing costs and other	0	(215)
Net cash used in financing activities	0	(21,572)
Proceeds from intercompany notes payable	0	0
Proceeds from Rail Facility revolver borrowings	0
Net increase (decrease) in cash and cash equivalents	559	9,682
Cash and equivalents, beginning of period	791	12,365
Cash and equivalents, end of period	1,350	22,047
Payment of contingent consideration related to acquisition of Toledo refinery		21,357
Non-Guarantor Subsidiaries [Member]
Cash flows from operating activities:
Net income	(839)	0
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	253	0
Stock-based compensation	0	0
Change in fair value of catalyst lease obligations	0	0
Non-cash change in inventory repurchase obligations	0	0
Gain on sale of assets	0
Pension and other post retirement benefit costs	0	0
Equity in earnings of subsidiaries	0	0
Changes in current assets and current liabilities:
Accounts receivable	0	0
Inventories	0	0
Prepaid expenses and other current assets	(51)	0
Accounts payable	0	0
Accrued expenses	0	0
Deferred revenue	0	0
Amounts due to/from related parties	1,261	0
Other assets and liabilities	0	0
Net cash provided by operations	624	0
Cash flow from investing activities:
Expenditures for property, plant and equipment	(12,811)	0
Expenditures for deferred turnaround cost	0	0
Expenditures for other assets	0	0
Investment in subsidiary	0
Proceeds from sale of assets	0
Net cash used in investing activities	(12,811)	0
Proceeds from revolver borrowings	0	0
Proceeds from members' capital contributions	7,187
Cash flows from financing activities:
Distribution to members	0	0
Repayments of revolver borrowings	0	0
Deferred financing costs and other	(3,187)	0
Net cash used in financing activities	12,225	0
Proceeds from intercompany notes payable	0	0
Proceeds from Rail Facility revolver borrowings	8,225
Net increase (decrease) in cash and cash equivalents	38	0
Cash and equivalents, beginning of period	0	0
Cash and equivalents, end of period	38	0
Payment of contingent consideration related to acquisition of Toledo refinery		0
Combining and Consolidated Adjustments [Member]
Cash flows from operating activities:
Net income	551,516	(1,176,634)
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	0	0
Stock-based compensation	0	0
Change in fair value of catalyst lease obligations	0	0
Non-cash change in inventory repurchase obligations	0	0
Gain on sale of assets	0
Pension and other post retirement benefit costs	0	0
Equity in earnings of subsidiaries	(551,516)	1,176,634
Changes in current assets and current liabilities:
Accounts receivable	0	0
Inventories	0	0
Prepaid expenses and other current assets	51	0
Accounts payable	(51)	0
Accrued expenses	0	0
Deferred revenue	0	0
Amounts due to/from related parties	0	0
Other assets and liabilities	0	0
Net cash provided by operations	0	0
Cash flow from investing activities:
Expenditures for property, plant and equipment	0	0
Expenditures for deferred turnaround cost	0	0
Expenditures for other assets	0	0
Investment in subsidiary	(7,187)
Proceeds from sale of assets	0
Net cash used in investing activities	7,187	0
Proceeds from revolver borrowings	0	0
Proceeds from members' capital contributions	(7,187)
Cash flows from financing activities:
Distribution to members	0	0
Repayments of revolver borrowings	0	0
Deferred financing costs and other	0	0
Net cash used in financing activities	(7,187)	0
Proceeds from intercompany notes payable	0	0
Proceeds from Rail Facility revolver borrowings	0
Net increase (decrease) in cash and cash equivalents	0	0
Cash and equivalents, beginning of period	0	0
Cash and equivalents, end of period	0	0
Payment of contingent consideration related to acquisition of Toledo refinery		$ 0

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INVENTORIES (Tables)

6 Months Ended

Jun. 30, 2014

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventories consisted of the following:

June 30, 2014
	Titled Inventory		Inventory Supply and Offtake Arrangements		Total
Crude oil and feedstocks	$	739,095	$	101,756	$	840,851
Refined products and blendstocks	485,126		350,481		835,607
Warehouse stock and other	35,393		—		35,393
	$	1,259,614	$	452,237	$	1,711,851

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

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DERIVATIVES (Tables)

6 Months Ended

Jun. 30, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Fair Value of Derivative Instruments

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

Description	Balance Sheet Location	Fair Value Asset/(Liability)
Derivatives designated as hedging instruments:
June 30, 2014:
Derivatives included with inventory supply arrangement obligations	Accrued expenses	$	(1,247	)
Derivatives included with the intermediation agreement obligations	Accrued expenses	$	15,059
December 31, 2013:
Derivatives included with inventory supply arrangement obligations	Accrued expenses	$	(177	)
Derivatives included with the intermediation agreement obligations	Accrued expenses	$	6,016
Derivatives not designated as hedging instruments:
June 30, 2014:
Commodity contracts	Accounts receivable	$	21,187
Commodity contracts	Accrued expenses	$	(575	)
December 31, 2013:
Commodity contracts	Accrued expenses	$	(19,421	)

Schedule of Derivative Instruments, Gain (Loss) Recognized in Income

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

Description	Location of Gain or (Loss) Recognized in  Income on Derivatives	Gain or (Loss) Recognized in Income on Derivatives
Derivatives designated as hedging instruments:
For the three months ended June 30, 2014:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(3,719	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	(5,770	)
For the three months ended June 30, 2013:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	4,880
Derivatives included with the intermediation agreement obligations	Cost of sales	$	—
For the six months ended June 30, 2014:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(1,069	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	9,042
For the six months ended June 30, 2013:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(2,871	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	—
Derivatives not designated as hedging instruments:
For the three months ended June 30, 2014:
Commodity contracts	Cost of sales	$	(41,119	)
For the three months ended June 30, 2013:
Commodity contracts	Cost of sales	$	(4,728	)
For the six months ended June 30, 2014:
Commodity contracts	Cost of sales	$	31,278
For the six months ended June 30, 2013:
Commodity contracts	Cost of sales	$	13,949
Hedged items designated in fair value hedges:
For the three months ended June 30, 2014:
Crude oil and feedstock inventory	Cost of sales	$	3,719
Intermediate and refined product inventory	Cost of sales	$	5,770
For the three months ended June 30, 2013:
Crude oil and feedstock inventory	Cost of sales	$	6,393
Intermediate and refined product inventory	Cost of sales	$	—
For the six months ended June 30, 2014:
Crude oil and feedstock inventory	Cost of sales	$	1,069
Intermediate and refined product inventory	Cost of sales	$	(9,042	)
For the six months ended June 30, 2013:
Crude oil and feedstock inventory	Cost of sales	$	3,505
Intermediate and refined product inventory	Cost of sales	$	—

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CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Balance Sheet) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 313,370	$ 76,970	$ 69,230	$ 254,291
Accounts receivable	713,226	596,647
Accounts receivable - affiliate	3,997	0
Inventories	1,711,851	1,445,517
Prepaid expense and other current assets	61,715	55,843
Due from related party	0	0
Total current assets	2,804,159	2,174,977
Property, plant and equipment, net	1,788,884	1,781,589
Investment in subsidiaries	0	0
Deferred charges and other assets, net	284,143	262,479
Total assets	4,877,186	4,219,045
Current liabilities:
Accounts payable	339,185	402,293
Accounts payable - affiliate	7,782	0
Accrued expenses	1,496,834	1,210,945
Current portion of long-term debt	13,009	12,029
Deferred revenue	6,134	7,766
Due to related parties	0	0
Total current liabilities	1,862,944	1,633,033
Delaware Economic Development Authority loan	12,000	12,000
Long-term debt	720,637	723,547
Intercompany notes payable	88,403	31,835
Other long-term liabilities	54,947	46,477
Total liabilities	2,738,931	2,446,892
Commitments and contingencies
Equity:
Member's equity	1,231,236	933,164
Retained earnings (accumulated deficit)	921,013	853,527
Accumulated other comprehensive loss	(13,994)	(14,538)
Total equity	2,138,255	1,772,153
Total liabilities and equity	4,877,186	4,219,045
Issuer [Member]
Current assets:
Cash and cash equivalents	311,982	76,179	47,183	241,926
Accounts receivable	657,790	588,385
Accounts receivable - affiliate	506
Inventories	1,074,128	818,007
Prepaid expense and other current assets	56,327	49,251
Due from related party	13,295,126	11,807,063
Total current assets	15,395,859	13,338,885
Property, plant and equipment, net	22,939	60,746
Investment in subsidiaries	3,209,535	3,584,622
Deferred charges and other assets, net	25,955	27,923
Total assets	18,654,288	17,012,176
Current liabilities:
Accounts payable	284,129	307,612
Accounts payable - affiliate	7,782
Accrued expenses	891,776	606,388
Current portion of long-term debt	0	0
Deferred revenue	6,134	7,766
Due to related parties	14,552,915	13,589,263
Total current liabilities	15,742,736	14,511,029
Delaware Economic Development Authority loan	0	0
Long-term debt	667,992	682,487
Intercompany notes payable	88,403	31,835
Other long-term liabilities	16,902	14,672
Total liabilities	16,516,033	15,240,023
Commitments and contingencies
Equity:
Member's equity	1,231,236	933,164
Retained earnings (accumulated deficit)	921,013	853,527
Accumulated other comprehensive loss	(13,994)	(14,538)
Total equity	2,138,255	1,772,153
Total liabilities and equity	18,654,288	17,012,176
Guarantors Subsidiaries [Member]
Current assets:
Cash and cash equivalents	1,350	791	22,047	12,365
Accounts receivable	55,436	8,262
Accounts receivable - affiliate	3,491
Inventories	637,723	627,510
Prepaid expense and other current assets	5,388	6,592
Due from related party	17,778,473	16,600,151
Total current assets	18,481,861	17,243,306
Property, plant and equipment, net	1,737,069	1,720,843
Investment in subsidiaries	0	0
Deferred charges and other assets, net	255,212	234,556
Total assets	20,474,142	19,198,705
Current liabilities:
Accounts payable	55,107	94,681
Accounts payable - affiliate	0
Accrued expenses	588,951	604,557
Current portion of long-term debt	13,009	12,029
Deferred revenue	0	0
Due to related parties	16,519,423	14,817,951
Total current liabilities	17,176,490	15,529,218
Delaware Economic Development Authority loan	12,000	12,000
Long-term debt	44,420	41,060
Intercompany notes payable	0	0
Other long-term liabilities	38,045	31,805
Total liabilities	17,270,955	15,614,083
Commitments and contingencies
Equity:
Member's equity	836,314	667,173
Retained earnings (accumulated deficit)	2,365,043	2,915,720
Accumulated other comprehensive loss	1,830	1,729
Total equity	3,203,187	3,584,622
Total liabilities and equity	20,474,142	19,198,705
Non-Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	38	0	0	0
Accounts receivable	0	0
Accounts receivable - affiliate	0
Inventories	0	0
Prepaid expense and other current assets	51	0
Due from related party	360	0
Total current assets	449	0
Property, plant and equipment, net	28,876	0
Investment in subsidiaries	0	0
Deferred charges and other assets, net	2,976	0
Total assets	32,301	0
Current liabilities:
Accounts payable	0	0
Accounts payable - affiliate	0
Accrued expenses	16,107	0
Current portion of long-term debt	0	0
Deferred revenue	0	0
Due to related parties	1,621	0
Total current liabilities	17,728	0
Delaware Economic Development Authority loan	0	0
Long-term debt	8,225	0
Intercompany notes payable	0	0
Other long-term liabilities	0	0
Total liabilities	25,953	0
Commitments and contingencies
Equity:
Member's equity	7,187	0
Retained earnings (accumulated deficit)	(839)	0
Accumulated other comprehensive loss	0	0
Total equity	6,348	0
Total liabilities and equity	32,301	0
Combining and Consolidated Adjustments [Member]
Current assets:
Cash and cash equivalents	0	0	0	0
Accounts receivable	0	0
Accounts receivable - affiliate	0
Inventories	0	0
Prepaid expense and other current assets	(51)	0
Due from related party	(31,073,959)	(28,407,214)
Total current assets	(31,074,010)	(28,407,214)
Property, plant and equipment, net	0	0
Investment in subsidiaries	(3,209,535)	(3,584,622)
Deferred charges and other assets, net	0	0
Total assets	(34,283,545)	(31,991,836)
Current liabilities:
Accounts payable	(51)	0
Accounts payable - affiliate	0
Accrued expenses	0	0
Current portion of long-term debt	0	0
Deferred revenue	0	0
Due to related parties	(31,073,959)	(28,407,214)
Total current liabilities	(31,074,010)	(28,407,214)
Delaware Economic Development Authority loan	0	0
Long-term debt	0	0
Intercompany notes payable	0	0
Other long-term liabilities	0	0
Total liabilities	(31,074,010)	(28,407,214)
Commitments and contingencies
Equity:
Member's equity	(843,501)	(667,173)
Retained earnings (accumulated deficit)	(2,364,204)	(2,915,720)
Accumulated other comprehensive loss	(1,830)	(1,729)
Total equity	(3,209,535)	(3,584,622)
Total liabilities and equity	$ (34,283,545)	$ (31,991,836)

XML

FAIR VALUE MEASUREMENTS (Measured on Recurring Basis) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012
Commodity contract [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value	$ 2,689	$ (3,751)	$ (23,365)	$ 0	$ 21,358	$ 21,358
Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	5,047		4,905
Fair Value, Measurements, Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	5,047		4,905
Fair Value, Measurements, Recurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0		0
Fair Value, Measurements, Recurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0		0
Fair Value, Measurements, Recurring [Member] | Catalyst lease obligations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Catalyst lease obligations	57,429		53,089
Fair Value, Measurements, Recurring [Member] | Catalyst lease obligations [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Catalyst lease obligations	0		0
Fair Value, Measurements, Recurring [Member] | Catalyst lease obligations [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Catalyst lease obligations	57,429		53,089
Fair Value, Measurements, Recurring [Member] | Catalyst lease obligations [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Catalyst lease obligations	0		0
Fair Value, Measurements, Recurring [Member] | Commodity contract [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	13,203
Derivative, Collateral, Right to Reclaim Cash	(12,628)
Derivative Liability	575		30,354
Fair Value, Measurements, Recurring [Member] | Commodity contract [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	220
Derivative Liability			0
Fair Value, Measurements, Recurring [Member] | Commodity contract [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	12,845
Derivative Liability			6,989
Fair Value, Measurements, Recurring [Member] | Commodity contract [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	138
Derivative Liability			23,365
Fair Value, Measurements, Recurring [Member] | Derivatives included with inventory supply arrangement obligations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	1,247
Derivative, Collateral, Right to Reclaim Cash	0
Derivative Liability	1,247		177
Fair Value, Measurements, Recurring [Member] | Derivatives included with inventory supply arrangement obligations [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	0
Derivative Liability			0
Fair Value, Measurements, Recurring [Member] | Derivatives included with inventory supply arrangement obligations [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	1,247
Derivative Liability			177
Fair Value, Measurements, Recurring [Member] | Derivatives included with inventory supply arrangement obligations [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	0
Derivative Liability			0
Fair Value, Measurements, Recurring [Member] | Money market funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	5,546		5,857
Fair Value, Measurements, Recurring [Member] | Money market funds [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	5,546		5,857
Fair Value, Measurements, Recurring [Member] | Money market funds [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0		0
Fair Value, Measurements, Recurring [Member] | Money market funds [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0		0
Fair Value, Measurements, Recurring [Member] | Commodity contract [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	33,815
Derivative assets, Effect of Counter-party Netting	(12,628)
Derivative assets, Net Carrying Value on Balance Sheet	21,187		10,933
Fair Value, Measurements, Recurring [Member] | Commodity contract [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	15,017
Derivative assets, Net Carrying Value on Balance Sheet			4,252
Fair Value, Measurements, Recurring [Member] | Commodity contract [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	15,971
Derivative assets, Net Carrying Value on Balance Sheet			6,681
Fair Value, Measurements, Recurring [Member] | Commodity contract [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	2,827
Derivative assets, Net Carrying Value on Balance Sheet			0
Fair Value, Measurements, Recurring [Member] | Derivatives included with intermediation agreement obligations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	15,059
Derivative assets, Effect of Counter-party Netting	0
Derivative assets, Net Carrying Value on Balance Sheet	15,059		6,016
Fair Value, Measurements, Recurring [Member] | Derivatives included with intermediation agreement obligations [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	0
Derivative assets, Net Carrying Value on Balance Sheet			0
Fair Value, Measurements, Recurring [Member] | Derivatives included with intermediation agreement obligations [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	15,059
Derivative assets, Net Carrying Value on Balance Sheet			6,016
Fair Value, Measurements, Recurring [Member] | Derivatives included with intermediation agreement obligations [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	0
Derivative assets, Net Carrying Value on Balance Sheet			$ 0

XML

Condensed Consolidated Statement of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Net income	$ 286,268	$ 195,265
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization	71,218	57,353
Stock-based compensation	2,728	1,977
Change in fair value of catalyst lease obligations	4,339	(5,481)
Non-cash change in inventory repurchase obligations	(7,973)	(17,377)
Pension and other post retirement benefit costs	10,538	8,472
Gain on disposition of property, plant and equipment	(180)	0
Changes in current assets and current liabilities:
Accounts receivable	(116,579)	(87,556)
Due to/from affiliates	3,785	14,721
Inventories	(249,094)	(183,038)
Prepaid expenses and other current assets	(5,872)	(32,748)
Accounts payable	(63,108)	(132,490)
Accrued expenses	282,067	195,311
Deferred revenue	(1,632)	(26,594)
Other assets and liabilities	(4,068)	(8,366)
Net cash provided by operations	212,437	(20,551)
Cash flow from investing activities:
Expenditures for property, plant and equipment	(122,628)	(105,084)
Expenditures for deferred turnaround cost	(39,424)	(4,551)
Expenditures for other assets	(8,202)	(3,089)
Proceeds from sale of assets	37,759	0
Net cash used in investing activities	(132,495)	(112,724)
Cash flows from financing activities:
Proceeds from members' capital contributions	328,664	0
Distribution to PBF Energy Company LLC members	(218,782)	(155,802)
Proceeds from intercompany notes payable	55,994	31,632
Proceeds from Rail Facility revolver borrowings	8,225	0
Proceeds from revolver borrowings	395,000	160,000
Repayments of revolver borrowings	(410,000)	(65,000)
Payment of contingent consideration related to acquisition of Toledo refinery	0	21,357
Deferred financing costs and other	(2,643)	(1,259)
Net cash used in financing activities	156,458	(51,786)
Net increase (decrease) in cash and cash equivalents	236,400	(185,061)
Cash and equivalents, beginning of period	76,970	254,291
Cash and equivalents, end of period	313,370	69,230
Non-cash activities:
Conversion of Delaware Economic Development Authority loan to grant	0	4,000
Accrued construction in progress	28,302	3,300
Distribution of assets to PBF Energy Company LLC	$ 30,906	$ 0

XML

CREDIT FACILITY (Notes)

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

CREDIT FACILITY

. CREDIT FACILITY

Effective March 25, 2014, PBF Rail Logistics Company LLC (“PBF Rail”), an indirect wholly-owned subsidiary of PBF Holding, entered into a $250,000 secured revolving credit agreement (the “Rail Facility”) with a consortium of eleven lenders, including Credit Agricole Corporate & Investment Bank (“CA-CIB”) as Administrative Agent. The primary purpose of the Rail Facility is to fund the acquisition by PBF Rail of approximately two thousand coiled and insulated crude tank cars and approximately one thousand non-coiled and non-insulated general purpose crude tank cars (the "Eligible Railcars") before December 2015.

The amount advanced under the Rail Facility will equal 70% of the lesser of the aggregate Appraised Value of the Eligible Railcars, or the aggregate Purchase Price of such Eligible Railcars, as these terms are defined in the credit agreement. On the first anniversary of the closing, the advance rate will adjust automatically to 65%. The Rail Facility matures on March 31, 2016 and all outstanding advances must be repaid at that time. At any time prior to maturity PBF Rail may repay and re-borrow any advances without premium or penalty.

At PBF Rail's election, advances will bear interest at a rate per annum equal to one month LIBOR plus the Facility Margin for Eurodollar Loans, or the Corporate Base Rate plus the Facility Margin for Base Rate Loans (the Corporate Base Rate is equal to the higher of the prime rate as determined by CA-CIB, the Federal Funds Rate plus 50 basis points, or one month Libor plus 100 basis points), all as defined in the credit agreement. In addition, there is a commitment fee on the unused portion. Interest and fees are payable monthly.

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

At June 30, 2014, there was $8,225 outstanding under the Rail Facility.

XML

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Tables)

6 Months Ended

Jun. 30, 2014

Condensed Financial Information of Subsidiary Disclosure [Abstract]

Condensed Consolidating Balance Sheet

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	June 30, 2014
	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	311,982		$	1,350	$	38		$	—		$	313,370
Accounts receivable	657,790			55,436		—			—			713,226
Accounts receivable - affiliate	506			3,491		—			—			3,997
Inventories	1,074,128			637,723		—			—			1,711,851
Prepaid expense and other current assets	56,327			5,388		51			(51		)	61,715
Due from related parties	13,295,126			17,778,473		360			(31,073,959		)	—
Total current assets	15,395,859			18,481,861		449			(31,074,010		)	2,804,159
Property, plant and equipment, net	22,939			1,737,069		28,876			—			1,788,884
Investment in subsidiaries	3,209,535			—		—			(3,209,535		)	—
Deferred charges and other assets, net	25,955			255,212		2,976			—			284,143
Total assets	$	18,654,288		$	20,474,142	$	32,301		$	(34,283,545	)	$	4,877,186
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	284,129		$	55,107	$	—		$	(51	)	$	339,185
Accounts payable - affiliate	7,782			—		—			—			7,782
Accrued expenses	891,776			588,951		16,107			—			1,496,834
Current portion of long-term debt	—			13,009		—			—			13,009
Deferred revenue	6,134			—		—			—			6,134
Due to related parties	14,552,915			16,519,423		1,621			(31,073,959		)	—
Total current liabilities	15,742,736			17,176,490		17,728			(31,074,010		)	1,862,944
Delaware Economic Development Authority loan	—			12,000		—			—			12,000
Long-term debt	667,992			44,420		8,225			—			720,637
Intercompany notes payable	88,403			—		—			—			88,403
Other long-term liabilities	16,902			38,045		—			—			54,947
Total liabilities	16,516,033			17,270,955		25,953			(31,074,010		)	2,738,931
Commitments and contingencies
Equity:
Member's equity	1,231,236			836,314		7,187			(843,501		)	1,231,236
Retained earnings (accumulated deficit)	921,013			2,365,043		(839		)	(2,364,204		)	921,013
Accumulated other comprehensive (loss) income	(13,994		)	1,830		—			(1,830		)	(13,994		)
Total equity	2,138,255			3,203,187		6,348			(3,209,535		)	2,138,255
Total liabilities and equity	$	18,654,288		$	20,474,142	$	32,301		$	(34,283,545	)	$	4,877,186

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	December 31, 2013
	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	76,179		$	791	$	—	$	—		$	76,970
Accounts receivable	588,385			8,262		—		—			596,647
Inventories	818,007			627,510		—		—			1,445,517
Prepaid expense and other current assets	49,251			6,592		—		—			55,843
Due from related parties	11,807,063			16,600,151		—		(28,407,214		)	—
Total current assets	13,338,885			17,243,306		—		(28,407,214		)	2,174,977
Property, plant and equipment, net	60,746			1,720,843		—		—			1,781,589
Investment in subsidiaries	3,584,622			—		—		(3,584,622		)	—
Deferred charges and other assets, net	27,923			234,556		—		—			262,479
Total assets	$	17,012,176		$	19,198,705	$	—	$	(31,991,836	)	$	4,219,045
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	307,612		$	94,681	$	—	$	—		$	402,293
Accrued expenses	606,388			604,557		—		—			1,210,945
Current portion of long-term debt	—			12,029		—		—			12,029
Deferred revenue	7,766			—		—		—			7,766
Due to related parties	13,589,263			14,817,951		—		(28,407,214		)	—
Total current liabilities	14,511,029			15,529,218		—		(28,407,214		)	1,633,033
Delaware Economic Development Authority loan	—			12,000		—		—			12,000
Long-term debt	682,487			41,060		—		—			723,547
Intercompany notes payable	31,835			—		—		—			31,835
Other long-term liabilities	14,672			31,805		—		—			46,477
Total liabilities	15,240,023			15,614,083		—		(28,407,214		)	2,446,892
Commitments and contingencies
Equity:
Member's equity	933,164			667,173		—		(667,173		)	933,164
Retained earnings	853,527			2,915,720		—		(2,915,720		)	853,527
Accumulated other comprehensive (loss) income	(14,538		)	1,729		—		(1,729		)	(14,538		)
Total equity	1,772,153			3,584,622		—		(3,584,622		)	1,772,153
Total liabilities and equity	$	17,012,176		$	19,198,705	$	—	$	(31,991,836	)	$	4,219,045

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Six Months Ended June 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	10,046,951		$	739,071		$	460		$	(738,330	)	$	10,048,152
Costs and expenses:
Cost of sales, excluding depreciation	9,090,621			737,870			761			(738,330		)	9,090,922
Operating expenses, excluding depreciation	35			478,645			—			—			478,680
General and administrative expenses	60,320			8,399			—			—			68,719
(Gain) loss on sale of assets	(186		)	6			—			—			(180		)
Depreciation and amortization expense	6,823			60,866			42			—			67,731
	9,157,613			1,285,786			803			(738,330		)	9,705,872
Income (loss) from operations	889,338			(546,715		)	(343		)	—			342,280
Other income (expense):
Equity in earnings (loss) of subsidiaries	(551,516		)	—			—			551,516			—
Change in fair value of catalyst leases	—			(4,339		)	—			—			(4,339		)
Interest (expense) income, net	$	(51,554	)	$	377		$	(496	)	$	—		$	(51,673	)
Net income (loss)	$	286,268		$	(550,677	)	$	(839	)	$	551,516		$	286,268
Comprehensive income (loss)	$	286,812		$	(550,582	)	$	(839	)	$	551,421		$	286,812

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Six Months Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Revenues	$	6,561,777		$	6,315,781		$	—	$	(3,401,417	)	$	9,476,141
Costs and expenses:
Cost of sales, excluding depreciation	7,453,784			4,678,714			—		(3,401,417		)	8,731,081
Operating expenses, excluding depreciation	(141		)	408,740			—		—			408,599
General and administrative expenses	42,040			7,195			—		—			49,235
Depreciation and amortization expense	6,138			47,955			—		—			54,093
	7,501,821			5,142,604			—		(3,401,417		)	9,243,008
(Loss) income from operations	(940,044		)	1,173,177			—		—			233,133
Other income (expense):
Equity in earnings of subsidiaries	1,176,634			—			—		(1,176,634		)	—
Change in fair value of catalyst leases	—			5,481			—		—			5,481
Interest expense, net	(41,325		)	(2,024		)	—		—			(43,349		)
Net income (loss)	$	195,265		$	1,176,634		$	—	$	(1,176,634	)	$	195,265
Comprehensive income (loss)	$	195,475		$	1,176,634		$	—	$	(1,176,634	)	$	195,475

Condensed Consolidating Statement of Cash Flow

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Six Months Ended June 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	286,268		$	(550,677	)	$	(839	)	$	551,516		$	286,268
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization	10,084			60,881			253			—			71,218
Stock-based compensation	—			2,728			—			—			2,728
Change in fair value of catalyst lease obligations	—			4,339			—			—			4,339
Non-cash change in inventory repurchase obligations	—			(7,973		)	—			—			(7,973		)
Pension and other post retirement benefit costs	2,777			7,761			—			—			10,538
(Gain) loss on disposition of property, plant and equipment	(186		)	6			—			—			(180		)
Equity in earnings of subsidiaries	551,516			—			—			(551,516		)	—
Changes in current assets and current liabilities:
Accounts receivable	(69,405		)	(47,174		)	—			—			(116,579		)
Amounts due to/from related parties	(716,895		)	719,419			1,261			—			3,785
Inventories	(256,121		)	7,027			—			—			(249,094		)
Prepaid expenses and other current assets	(7,076		)	1,204			(51		)	51			(5,872		)
Accounts payable	(23,483		)	(39,574		)	—			(51		)	(63,108		)
Accrued expenses	285,388			(3,321		)	—			—			282,067
Deferred revenue	(1,632		)	—			—			—			(1,632		)
Other assets and liabilities	(836		)	(3,232		)	—			—			(4,068		)
Net cash provided by (used in) operating activities	60,399			151,414			624			—			212,437
Cash flows from investing activities:
Expenditures for property, plant and equipment	(6,588		)	(103,229		)	(12,811		)	—			(122,628		)
Expenditures for deferred turnaround costs	—			(39,424		)	—			—			(39,424		)
Expenditures for other assets	—			(8,202		)	—			—			(8,202		)
Investment in subsidiaries	(7,187		)	—			—			7,187			—
Proceeds from sale of assets	37,759			—			—			—			37,759
Net cash provided by (used in) investing activities	23,984			(150,855		)	(12,811		)	7,187			(132,495		)
Cash flows from financing activities:
Proceeds from members' capital contributions	328,664			—			7,187			(7,187		)	328,664
Distribution to members	(218,782		)	—			—			—			(218,782		)
Proceeds from intercompany notes payable	55,994			—			—			—			55,994
Proceeds from Rail Facility Revolver	—			—			8,225			—			8,225
Proceeds from revolver borrowings	395,000			—			—			—			395,000
Repayments of revolver borrowings	(410,000		)	—			—			—			(410,000		)
Deferred financing costs and other	544			—			(3,187		)	—			(2,643		)
Net cash provided by (used in) financing activities	151,420			—			12,225			(7,187		)	156,458
Net increase in cash and cash equivalents	235,803			559			38			—			236,400
Cash and equivalents, beginning of period	76,179			791			—			—			76,970
Cash and equivalents, end of period	$	311,982		$	1,350		$	38		$	—		$	313,370

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Six Months Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	195,265		$	1,176,634		$	—	$	(1,176,634	)	$	195,265
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation and amortization	9,339			48,014			—		—			57,353
Stock-based compensation	—			1,977			—		—			1,977
Change in fair value of catalyst lease obligations	—			(5,481		)	—		—			(5,481		)
Non-cash change in inventory repurchase obligations	—			(17,377		)	—		—			(17,377		)
Pension and other post retirement benefit costs	—			8,472			—		—			8,472
Equity in earnings of subsidiaries	(1,176,634		)	—			—		1,176,634			—
Changes in current assets and current liabilities:
Accounts receivable	(9,505		)	(78,051		)	—		—			(87,556		)
Amounts due to/from related parties	832,549			(817,828		)	—		—			14,721
Inventories	(203,625		)	20,587			—		—			(183,038		)
Prepaid expenses and other current assets	(22,191		)	(10,557		)	—		—			(32,748		)
Accounts payable	(12,985		)	(119,505		)	—		—			(132,490		)
Accrued expenses	237,384			(42,073		)	—		—			195,311
Deferred revenue	—			(26,594		)	—		—			(26,594		)
Other assets and liabilities	4,114			(12,480		)	—		—			(8,366		)
Net cash (used in) provided by operating activities	(146,289		)	125,738			—		—			(20,551		)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(18,240		)	(86,844		)	—		—			(105,084		)
Expenditures for refinery turnarounds costs	—			(4,551		)	—		—			(4,551		)
Expenditures for other assets	—			(3,089		)	—		—			(3,089		)
Net cash used in investing activities	(18,240		)	(94,484		)	—		—			(112,724		)
Cash flows from financing activities:
Distributions to members	(155,802		)	—			—		—			(155,802		)
Proceeds from intercompany notes payable	31,632			—			—		—			31,632
Proceeds from revolver borrowings	160,000			—			—		—			160,000
Repayments of revolver borrowings	(65,000		)	—			—		—			(65,000		)
Payment of contingent consideration related to acquisition of Toledo refinery	—			(21,357		)	—		—			(21,357		)
Deferred financing costs and other	(1,044		)	(215		)	—		—			(1,259		)
Net cash used in financing activities	(30,214		)	(21,572		)	—		—			(51,786		)
Net (decrease) increase in cash and cash equivalents	(194,743		)	9,682			—		—			(185,061		)
Cash and equivalents, beginning of period	241,926			12,365			—		—			254,291
Cash and equivalents, end of period	$	47,183		$	22,047		$	—	$	—		$	69,230

XML

RELATED PARTY TRANSACTIONS OPERATION AND MANAGEMENT SERVICE AGREEMENT (Details) (PBF Logistics LP [Member], Services Agreement [Member], USD $)	0 Months Ended		3 Months Ended	6 Months Ended
	May 14, 2014	May 14, 2014	Jun. 30, 2014 Operating Expense [Member]	Jun. 30, 2014 Operating Expense [Member]
Related Party, Annual Fee		$ 490,000
Related Party Transaction, Notice Of Withdrawal Period	30 days
Related Party Transaction, Amounts of Transaction			$ 82,000	$ 66,000

XML

DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION RECENT ACCOUNTING PRONOUNCEMENT (Policies)

6 Months Ended

Jun. 30, 2014

RECENT ACCOUNTING PRONOUCEMENT [Abstract]

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"), which establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to be entitled to receive in exchange for those goods or services and requires significantly enhanced revenue disclosures. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The standard is effective for interim and annual periods beginning after December 15, 2016 and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.