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: March 31, 2015

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 May 13, 2015 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 MARCH 31, 2015

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 March 31, 2015 and December 31, 2014	5
		Condensed Consolidated Statements of Operations for the three months ended March 31, 2015 and 2014	6
		Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2015 and 2014	7
		Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014	8
		Notes to Condensed Consolidated Financial Statements	9
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	42
	ITEM 4.	Controls and Procedures	43
PART II – OTHER INFORMATION
	ITEM 1.	Legal Proceedings	44
	ITEM 1A.	Risk Factors	45
	ITEM 6.	Exhibits	45
SIGNATURES			47

This Quarterly Report on 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 94.3% of the outstanding economic interest in, PBF LLC as of March 31, 2015. PBF Holding, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America.

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, 2014 of PBF Holding Company LLC and PBF Finance Corporation, which we refer to as our 2014 Annual Report on Form-10K, and in our other filings with the SEC. All forward-looking information in this Quarterly Report on Form 10-Q and subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:

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

•the effects of competition in our markets;

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

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

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

•our substantial indebtedness;

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

•termination of our Inventory 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;

•the status of an air permit to transfer crude through the Delaware City 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 or with third party logistics infrastructure or operations, including pipeline, marine and rail transportation;

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

•adverse impacts related to any change by the federal 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 restrictions 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; and

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

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

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

4

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

	March 31, 2015			December 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	326,836		$	218,403
Accounts receivable	441,185			551,269
Accounts receivable - affiliate	2,922			3,223
Inventories	1,129,207			1,102,261
Prepaid expense and other current assets	38,242			32,157
Total current assets	1,938,392			1,907,313
Property, plant and equipment, net	1,800,833			1,806,060
Deferred charges and other assets, net	328,548			330,517
Total assets	$	4,067,773		$	4,043,890
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	312,988		$	335,182
Accounts payable - affiliate	13,950			11,630
Accrued expenses	998,823			1,129,970
Deferred revenue	6,086			1,227
Total current liabilities	1,331,847			1,478,009
Delaware Economic Development Authority loan	8,000			8,000
Long-term debt	741,233			742,349
Intercompany notes payable	153,023			122,264
Other long-term liabilities	67,413			62,752
Total liabilities	2,301,516			2,413,374
Commitments and contingencies (Note 8)
Equity:
Member's equity	1,144,114			1,144,100
Retained earnings	648,548			513,292
Accumulated other comprehensive loss	(26,405		)	(26,876		)
Total equity	1,766,257			1,630,516
Total liabilities and equity	$	4,067,773		$	4,043,890

See notes to condensed consolidated financial statements.

5

PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands)

	Three Months Ended   March 31,
	2015			2014
Revenues	$	2,995,136		$	4,746,443
Costs and expenses:
Cost of sales, excluding depreciation	2,529,040			4,147,684
Operating expenses, excluding depreciation	233,377			268,899
General and administrative expenses	32,530			36,624
Gain on sale of assets	(359		)	(186		)
Depreciation and amortization expense	46,259			33,215
	2,840,847			4,486,236
Income from operations	154,289			260,207
Other income (expense)
Change in fair value of catalyst leases	2,039			(2,001		)
Interest expense, net	(21,072		)	(25,456		)
Net income	$	135,256		$	232,750

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   March 31,
	2015		2014
Net income	$	135,256	$	232,750
Other comprehensive income:
Unrealized gain on available for sale securities	71		29
Net gain on pension and other postretirement benefits	400		217
Total other comprehensive income	471		246
Comprehensive income	$	135,727	$	232,996

See notes to condensed consolidated financial statements.

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PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

	Three Months Ended   March 31,
	2015			2014
Cash flows from operating activities:
Net income	$	135,256		$	232,750
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization	48,282			34,848
Stock-based compensation	2,025			1,420
Change in fair value of catalyst lease obligations	(2,039		)	2,001
Non-cash change in inventory repurchase obligations	66,509			(17,463		)
Pension and other post retirement benefit costs	6,448			4,805
Gain on disposition of property, plant and equipment	(359		)	(186		)
Change in non-cash lower of cost or market inventory adjustment	(21,208		)	—
Changes in current assets and current liabilities:
Accounts receivable	110,084			67,006
Due to/from affiliates	2,621			—
Inventories	(1,007		)	(99,974		)
Prepaid assets and other current assets	(6,085		)	15,718
Accounts payable	(22,194		)	(155,474		)
Accrued expenses	(197,427		)	179,981
Deferred revenue	4,859			(1,393		)
Other assets and liabilities	(2,279		)	(3,667		)
Net cash provided by operations	123,486			260,372
Cash flows from investing activities:
Expenditures for property, plant and equipment	(100,747		)	(60,127		)
Expenditures for deferred turnaround costs	(18,376		)	(23,128		)
Expenditures for other assets	(4,958		)	(7,157		)
Proceeds from sale of assets	77,618			37,759
Net cash used in investing activities	(46,463		)	(52,653		)
Cash flows from financing activities:
Proceeds from intercompany notes payable	30,000			—
Proceeds from Rail Facility revolver borrowings	23,425			—
Repayments of Rail Facility	(22,774		)	—
Distributions to members	—			(29,661		)
Proceeds from revolver borrowings	—			265,000
Repayments of revolver borrowings	—			(280,000		)
Deferred financing costs and other	759			(2,893		)
Net cash provided by (used in) financing activities	31,410			(47,554		)
Net increase in cash and cash equivalents	108,433			160,165
Cash and equivalents, beginning of period	218,403			76,970
Cash and equivalents, end of period	$	326,836		$	237,135
Supplemental cash flow disclosures
Non-cash activities:
Accrued construction in progress and unpaid fixed assets	$	26,708		$	8,277

See notes to condensed consolidated financial statements.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND BARREL DATA)

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description of the Business

PBF Holding Company LLC ("PBF Holding" or the "Company"), a Delaware limited liability company, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. PBF Holding is a wholly-owned subsidiary of PBF Energy Company LLC ("PBF LLC"). PBF Energy Inc. ("PBF Energy") is the sole managing member of, and owner of an equity interest representing approximately 94.3% of the outstanding economic interest in, PBF LLC as of March 31, 2015. PBF Finance Corporation ("PBF Finance") is a wholly-owned subsidiary of PBF Holding. Delaware City Refining Company LLC ("Delaware City Refining" or "DCR"), Delaware Pipeline Company LLC, PBF Power Marketing LLC, PBF Energy Limited, 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. The initial assets distributed by PBF Holding to PBF LLC, which were then contributed to PBFX, consisted 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”), which was part of PBF Holding’s Toledo, Ohio refinery.

On September 30, 2014, PBF Holding distributed to PBF LLC all of the equity interests of Delaware City Terminaling Company II LLC ("DCT II"), which assets consisted solely of the Delaware City heavy crude unloading rack (the "DCR West Rack"). PBF LLC then contributed to PBFX all of the equity interests of DCT II. On December 11, 2014, PBF Holding distributed to PBF LLC all of the issued and outstanding limited liability company interests of Toledo Terminaling Company LLC ("Toledo Terminaling"), whose assets consist of a tank farm and related facilities located at PBF Energy's Toledo refinery, including a propane storage and loading facility (the "Toledo Storage Facility"). PBF LLC then contributed to PBFX all of the issued and outstanding limited liability company interests of Toledo Terminaling. Refer to Note 7 "Related Party Transactions" of our Notes to Condensed Consolidated Financial Statements for further information on agreements entered into with PBFX.

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, 2014 of PBF Holding Company LLC and PBF Finance Corporation. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the full year.

9

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND BARREL DATA)

Recent Accounting Pronouncements

In April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"), which requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability rather than as an asset. The standard is effective for interim and annual periods beginning after December 15, 2015 and early adoption is 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:

March 31, 2015
	Titled Inventory			Inventory Supply and Intermediation Arrangements			Total
Crude oil and feedstocks	$	870,989		$	86,632		$	957,621
Refined products and blendstocks	436,549			365,748			802,297
Warehouse stock and other	38,191			—			38,191
	$	1,345,729		$	452,380		$	1,798,109
Lower of cost or market reserve	(544,242		)	(124,660		)	(668,902		)
	$	801,487		$	327,720		$	1,129,207

December 31, 2014
	Titled Inventory			Inventory Supply and Intermediation Arrangements			Total
Crude oil and feedstocks	$	918,756		$	61,122		$	979,878
Refined products and blendstocks	520,308			255,459			775,767
Warehouse stock and other	36,726			—			36,726
	$	1,475,790		$	316,581		$	1,792,371
Lower of cost or market reserve	(609,774		)	(80,336		)	(690,110		)
	$	866,016		$	236,245		$	1,102,261

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

Due to the lower crude oil and refined product pricing environment at the end of 2014 and the first quarter of 2015, the Company recorded an inventory lower of cost or market reserve of $668,902 and $690,110, as of March 31, 2015 and December 31, 2014, respectively. The net effect of the $21,208 change in the lower of cost or market reserve between December 31, 2014 and March 31, 2015 increased operating income and net income by $21,208 for the three months ended March 31, 2015. Lower of cost or market adjustments are recorded to cost of sales.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND BARREL DATA)

3. DEFERRED CHARGES AND OTHER ASSETS, NET

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

	March 31, 2015		December 31, 2014
Deferred turnaround costs, net	$	204,370	$	204,987
Catalyst	77,693		77,322
Deferred financing costs, net	28,377		30,128
Linefill	10,230		10,230
Restricted cash	1,521		1,521
Intangible assets, net	289		357
Other	6,068		5,972
	$	328,548	$	330,517

4. ACCRUED EXPENSES

Accrued expenses consisted of the following:

	March 31, 2015		December 31, 2014
Inventory-related accruals	$	480,197	$	588,297
Inventory supply and intermediation arrangements	264,922		253,549
Accrued transportation costs	79,743		59,959
Excise and sales tax payable	37,972		40,444
Customer deposits	25,920		24,659
Accrued salaries and benefits	21,070		55,993
Accrued utilities	20,190		22,337
Accrued construction in progress	19,043		31,452
Renewable energy credit obligations	17,745		286
Accrued interest	7,797		22,946
Other	24,224		30,048
	$	998,823	$	1,129,970

The Company has the obligation to repurchase certain intermediates and finished products that are held in the Company’s refinery storage tanks at the Delaware City and Paulsboro refineries in accordance with the Inventory Intermediation Agreements with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. ("J. Aron"). A liability included in Inventory supply and intermediation 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. 

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 its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in Accrued expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND BARREL DATA)

in Prepaid expenses and other current assets when the amount of RINs earned and purchased is greater than the RINs liability.

5. 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.

6. INTERCOMPANY NOTES PAYABLE

As of March 31, 2015, PBF Holding had outstanding notes payable with PBF Energy and PBF LLC for an aggregate principal amount of $153,023 ($122,264 as of December 31, 2014). 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.

7. RELATED PARTY TRANSACTIONS

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 and storage services agreements with PBFX under which PBFX provides commercial transportation, terminaling and storage services to the Company and which contain minimum volume throughput commitments from PBF Holding. If, in any calendar quarter, PBF Holding fails to meet its minimum volume commitments under these agreements, it will be required to pay a shortfall payment equal to the shortfall volume multiplied by the fee per barrel. These agreements with PBFX include: 

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 85,000 bpd for each quarter (calculated on a quarterly average basis). PBF Holding also pays PBFX for providing related ancillary services at the terminal that are specified in the agreement. For the three months ended March 31, 2015, PBF Holding paid PBFX $15,545 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 (as amended the “Toledo Terminaling Agreement”). Under the Toledo Terminaling Agreement, PBF Holding was obligated to throughput aggregate volumes of crude oil of at least 5,500 bpd (calculated on a quarterly average basis). PBF Holding also pays PBFX for providing related ancillary services at the terminal which are specified in the Toledo Terminaling Agreement. For the three months ended March 31, 2015, PBF Holding paid PBFX $578 for fees related to the Toledo Terminaling Agreement.

Delaware City West Ladder Rack Terminaling Services Agreement

PBF Holding entered into a rail terminaling services agreement with PBFX (the “West Ladder Rack Terminaling Agreement”). Under the West Ladder Rack Terminaling Agreement, PBF Holding is obligated to throughput aggregate volumes of crude oil of at least 40,000 bpd in any contract quarter. PBF Holding also pays PBFX for providing related ancillary services at the terminal which are specified in the West Ladder Rack Terminaling Agreement. For the three months ended March 31, 2015, PBF Holding paid PBFX $7,920 fees related to the West Ladder Rack Terminaling Agreement.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND BARREL DATA)

Toledo Tank Farm Storage and Terminaling Services Agreement

PBF Holding entered into a storage and terminaling services agreement with PBFX (the “Toledo Tank Farm Storage and Terminaling Agreement”). Under the Toledo Tank Farm Storage and Terminaling Agreement, PBFX will provide PBF Holding with storage and throughput services in return for storage and throughput fees. The storage services require PBFX to accept, redeliver and store all products tendered by PBF Holding in the tanks and load products at the storage facility on behalf of PBF Holding up to the effective operating capacity of each tank, the loading capacity of the propane rack and the overall capacity of the Toledo Storage Facility. PBF Holding will pay a fee per barrel of shell capacity dedicated to PBF Holding under the Toledo Tank Farm Storage and Terminaling Agreement. The minimum throughput commitment for the propane storage and loading facility will be 4,400 barrels per day (“bpd”). For the three months ended March 31, 2015, PBF Holding paid PBFX $6,522 related to the Toledo Tank Farm Storage and Terminaling Agreement.

Second Amended and Restated Omnibus Agreement

PBF Holding entered into an omnibus agreement (as amended from time to time the "Omnibus Agreement") with PBFX, PBF GP, and PBF LLC 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. Pursuant to the Omnibus Agreement, the annual administrative fee of $2,700 per year was reduced to $2,225 per year effective as of January 1, 2015. For the three months ended March 31, 2015, PBF Holding received from PBFX $1,181 for fees related to the Omnibus Agreement.

Second Amended and Restated Operation and Management Services and Secondment Agreement

PBF Holding and certain of its subsidiaries entered into an operation and management services and secondment agreement (as amended from time to time 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. For the three months ended March 31, 2015, PBF Holding received from PBFX $1,100 for fees related to the Services Agreement.

8. 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 $11,493 recorded as of March 31, 2015 ($10,476 as of December 31, 2014) represents the present value of expected future costs discounted at a rate of 8.0%. The current portion of the environmental liability is recorded in accrued expenses and the non-current portion is recorded in other long-term liabilities. As of March 31, 2015 and December 31, 2014, this liability is self-guaranteed by the Company.

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

13

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND BARREL DATA)

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

In 2010, New York State adopted a Low-Sulfur Heating Oil mandate that, beginning July 1, 2012, requires all heating oil sold in New York State to contain no more than 15 parts per million ("PPM") sulfur.  Since July 1, 2012, some states in the Northeast market began requiring heating oil sold in their state to contain no more than 15 PPM sulfur.  Currently, 6 Northeastern states require heating oil with 15 PPM or less sulfur. By July 1, 2016, 2 more states adopt this requirement and by July 1, 2018 most of the remaining Northeastern states (except for Pennsylvania and New Hampshire) will require heating oil with 15 PPM or less sulfur. All of the heating oil the Company currently produces meets these specifications. The mandate and other requirements do not currently have a material impact on the Company's financial position, results of operations or cash flows.

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

The EPA was required to release the final annual standards for the Reformulated Fuels Standard ("RFS") for 2014 no later than Nov 29, 2013 and for 2015 no later than Nov 29, 2014. The EPA did not meet these requirements but did release proposed standards for 2014. The EPA did not finalize this proposal in 2014 and in fact has not as of yet released the final standard for 2014 or proposed a new standard for 2015. Recent information indicates the EPA is evaluating re-proposing the 2014 requirements (likely different from the original proposal) and may at the same time propose 2015 requirements and would then work towards publishing final requirements for 2014 and 2015 later on. As a result of the EPA missing its deadlines for establishing these compliance standards, the obligated parties under the rule are in the unusual position of facing a change in possible compliance requirements after the completion of the compliance year (2014). When they are issued, the final standards may have a material impact on the Company's cost of compliance with RFS 2.

On September 12, 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 to be material.

In addition, the EPA published a Final Rule to the Clean Water Act ("CWA") Section 316(b) in August 2014 regarding cooling water intake structures which includes requirements for petroleum refineries. The purpose of this rule is to prevent fish from being trapped against cooling water intake screens (impingement) and to prevent fish from being drawn through cooling water systems (entrainment). Facilities will be required to implement Best Technology Available (BTA) as soon as possible, but 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.

The Delaware City Rail Terminal and DCR West Rack are collocated with the Delaware City refinery, and are located in Delaware's coastal zone where certain activities are regulated under the Delaware Coastal Zone act. On June 14, 2013, two administrative appeals were filed by the Sierra Club and Delaware Audubon (collectively the "Appellants") regarding an air permit Delaware City Refining 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 Terminal violate Delaware’s Coastal Zone Act. The first appeal is Number 2013-1 before the State Coastal Zone

14

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND BARREL DATA)

Industrial Control Board (the “CZ Board”), and the second appeal is before the Environmental Appeals Board (the "EAB") 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 Delaware City Refining and the State of Delaware and dismissed the Appellants’ appeal for lack of standing. The Appellants appealed that decision to the Delaware Superior Court, New Castle County, Case No. N13A-09-001 ALR, and Delaware City Refining and the State of Delaware filed cross-appeals. A hearing on the second appeal before the EAB, case no. 2013-06, was held on January 13, 2014, and the EAB ruled in favor of Delaware City Refining and the State and dismissed the appeal for lack of jurisdiction. The Appellants also filed a Notice of Appeal with the Superior Court appealing the EAB’s decision. On March 31, 2015 the Superior Court affirmed the decisions by both the CZ Board and the EAB stating they both lacked jurisdiction to rule on the Appellants' appeal. The Appellants have appealed to the Delaware Supreme Court and briefing on the case is scheduled to occur in the second and third quarters of 2015. If the Appellants in one or both of these matters ultimately prevail, the outcome may have a material adverse effect on the Company's financial condition, results of operations, and cash flows.

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

PBF LLC Limited Liability Company Agreement

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

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

Tax Receivable Agreement

PBF Energy (the Company's indirect parent) entered into a tax receivable agreement with the PBF LLC Series A and PBF LLC Series B Unit holders (the “Tax Receivable Agreement”) that provides for the payment by PBF Energy to such persons of an amount equal to 85% of the amount of the benefits, if any, that PBF Energy is deemed to realize as a result of (i) increases in tax basis, as described below, and (ii) certain other tax benefits related to

15

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND BARREL DATA)

entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. For purposes of the Tax Receivable Agreement, the benefits deemed realized by PBF Energy will be computed by comparing the actual income tax liability of PBF Energy (calculated with certain assumptions) to the amount of such taxes that PBF Energy would have been required to pay had there been no increase to the tax basis of the assets of PBF LLC as a result of purchases or exchanges of PBF LLC Series A Units for shares of PBF Energy's Class A common stock and had PBF Energy not entered into the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless: (i) PBF Energy exercises its right to terminate the Tax Receivable Agreement, (ii) PBF Energy breaches any of its material obligations under the Tax Receivable Agreement or (iii) certain changes of control occur, in which case all obligations under the Tax Receivable Agreement will generally be accelerated and due as calculated under certain assumptions.

The payment obligations under the Tax Receivable Agreement are obligations of PBF Energy and not of PBF LLC or the Company. In general, PBF Energy expects to obtain funding for these annual payments from PBF LLC, primarily through tax distributions, which PBF LLC makes on a pro-rata basis to its owners. Such owners include PBF Energy, which holds a 94.3% interest in PBF LLC as of March 31, 2015 (89.9% as of December 31, 2014). PBF LLC obtains funding to pay its tax distributions by causing PBF Holding to distribute cash to PBF LLC and from distributions it receives from PBFX.

9. 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   March 31,
Pension Benefits	2015			2014
Components of net periodic benefit cost:
Service cost	$	5,790		$	4,291
Interest cost	709			570
Expected return on plan assets	(829		)	(524		)
Amortization of prior service costs	13			3
Amortization of actuarial loss	311			222
Net periodic benefit cost	$	5,994		$	4,562

	Three Months Ended   March 31,
Post Retirement Medical Plan	2015		2014
Components of net periodic benefit cost:
Service cost	$	244	$	178
Interest cost	134		93
Amortization of prior service costs	76		(20		)
Amortization of actuarial loss	—		(5		)
Net periodic benefit cost	$	454	$	246

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND BARREL DATA)

10. 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 March 31, 2015 and December 31, 2014.

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 March 31, 2015
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
	Level 1		Level 2		Level 3
Assets:
Money market funds	$	177,275	$	—	$	—	$	177,275	N/A		$	177,275
Non-qualified pension plan assets	5,589		—		—		5,589		N/A		5,589
Commodity contracts	216,312		84,010		9,678		310,000		(295,995	)	14,005
Derivatives included with intermediation agreement obligations	—		31,148		—		31,148		—		31,148
Derivatives included with inventory supply arrangement obligations	—		1,430		—		1,430		—		1,430
Liabilities:
Commodity contracts	227,693		87,691		—		315,384		(295,995	)	19,389
Catalyst lease obligations	—		34,521		—		34,521		—		34,521

	As of December 31, 2014
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting		Total
	Level 1		Level 2		Level 3
Assets:
Money market funds	$	5,575	$	—	$	—	$	5,575	N/A		$	5,575
Non-qualified pension plan assets	5,494		—		—		5,494		N/A		5,494
Commodity contracts	415,023		12,093		1,715		428,831		(397,676	)	31,155
Derivatives included with inventory intermediation agreement obligations	—		94,834		—		94,834		—		94,834
Derivatives included with inventory supply arrangement obligation	—		4,251		—		4,251		—		4,251
Liabilities:
Commodity contracts	390,144		7,338		194		397,676		(397,676	)	—
Catalyst lease obligations	—		36,559		—		36,559		—		36,559

17

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND BARREL DATA)

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

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

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

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

• The commodity contracts categorized in Level 3 of the fair value hierarchy consist of commodity price swap contracts that relate to forecasted purchases of crude oil for which quoted forward market prices are not readily available due to market illiquidity. The forward 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.

18

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND BARREL DATA)

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

	Three Months Ended March 31,
	2015			2014
Balance at beginning of period	$	1,521		$	(23,365	)
Purchases	—			—
Settlements	(1,200		)	(1,305		)
Unrealized gain included in earnings	9,357			20,919
Transfers into Level 3	—			—
Transfers out of Level 3	—			—
Balance at end of period	$	9,678		$	(3,751	)

There were no transfers between levels during the three months ended March 31, 2015 and 2014, respectively.

Fair value of debt

The table below summarizes the fair value and carrying value as of March 31, 2015 and December 31, 2014.

	March 31, 2015				December 31, 2014
	Carrying value		Fair  value		Carrying  value		Fair value
Senior Secured Notes (a)	$	668,792	$	688,288	$	668,520	$	675,580
Rail Facility (b)	37,920		37,920		37,270		37,270
Catalyst leases (c)	34,521		34,521		36,559		36,559
	741,233		760,729		742,349		749,409
Less - Current maturities	—		—		—		—
Long-term debt	$	741,233	$	760,729	$	742,349	$	749,409

(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.

11. DERIVATIVES

The Company uses derivative instruments to mitigate certain exposures to commodity price risk. The Company’s crude supply agreement contains 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

19

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND BARREL DATA)

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 March 31, 2015, there were 863,872 barrels of crude oil and feedstocks (662,579 barrels at December 31, 2014) outstanding under these derivative instruments designated as fair value hedges and no barrels (no barrels at December 31, 2014) outstanding under these derivative instruments not designated as hedges. As of March 31, 2015, there were 2,963,924 barrels of intermediates and refined products (3,106,325 barrels at December 31, 2014) outstanding under these derivative instruments designated as fair value hedges and no barrels (no barrels at December 31, 2014) 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 March 31, 2015, there were 103,955,000 barrels of crude oil and 7,659,000 barrels of refined products (49,339,000 and 1,970,871, respectively, as of December 31, 2014), 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 March 31, 2015 and December 31, 2014 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:
March 31, 2015:
Derivatives included with inventory supply arrangement obligations	Accrued expenses	$	1,430
Derivatives included with the intermediation agreement obligations	Accrued expenses	$	31,148
December 31, 2014:
Derivatives included with inventory supply arrangement obligations	Accrued expenses	$	4,251
Derivatives included with the intermediation agreement obligations	Accrued expenses	$	94,834
Derivatives not designated as hedging instruments:
March 31, 2015:
Commodity contracts	Accounts receivable	$	14,005
Commodity contracts	Accrued expenses	$	(19,389	)
December 31, 2014:
Commodity contracts	Accounts receivable	$	31,155

20

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND 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.

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 March 31, 2015:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(2,821	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	(63,686	)
For the three months ended March 31, 2014:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	2,651
Derivatives included with the intermediation agreement obligations	Cost of sales	$	14,812
Derivatives not designated as hedging instruments:
For the three months ended March 31, 2015:
Commodity contracts	Cost of sales	$	(41,128	)
For the three months ended March 31, 2014:
Commodity contracts	Cost of sales	$	72,397
Hedged items designated in fair value hedges:
For the three months ended March 31, 2015:
Crude oil and feedstock inventory	Cost of sales	$	2,821
Intermediate and refined product inventory	Cost of sales	$	63,686
For the three months ended March 31, 2014:
Crude oil and feedstock inventory	Cost of sales	$	(2,651	)
Intermediate and refined product inventory	Cost of sales	$	(14,812	)

The Company had no ineffectiveness related to the Company's fair value hedges for the three months ended March 31, 2015 and 2014.

12. SUBSEQUENT EVENTS

Distributions

On April 30, 2015, 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 May 27, 2015 to PBF Energy Class A common stockholders of record at the close of business on May 11, 2015. PBF Holding intends, if necessary, to make a distribution of $27,349 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.

PBF Rail Facility Amendment

On April 29, 2015, PBF Rail Logistics LLC ("PBF Rail"), an indirect wholly-owned subsidiary of PBF Holding, entered into the First Amendment to Loan Agreement (as amended the “Rail Facility”) among Credit Agricole Corporate & Investment Bank as Administrative Agent, Deutsche Bank Trust Company Americas as Collateral

21

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND BARREL DATA)

Agent, DVB Bank SE as Syndication Agent, ING Bank, a branch of ING-DiBa AG as Documentation Agent and certain other Continuing Lenders, as defined in the agreement. The primary purpose of the Rail Facility is to fund the acquisition by PBF Rail of coiled and insulated crude tank cars and non-coiled and non-insulated general purpose crude tank cars. The amendments to the Rail Facility include the extension of the maturity to April 29, 2017, the reduction of the total commitment from $250,000 to $150,000, and the reduction of the commitment fee on the unused portion of the Rail Facility.

PBFX Drop-Down Transaction

On May 5, 2015, PBFX announced the pending acquisition of the Delaware City Products Pipeline and Truck Rack from PBF Energy and certain of its consolidated subsidiaries, for consideration payable to PBF LLC from PBFX of $143,000, consisting of $112,500 of cash and $30,500 of PBFX common units, or 1,288,420 common units. PBF Holding intends to distribute all of the equity interests in the Delaware City Products Pipeline and Truck Rack to PBF LLC immediately prior to the consummation of the pending acquisition by PBFX. The Delaware City Products Pipeline and Truck Rack are located at PBF Energy's Delaware City refinery and supply refined petroleum products into the Northeast market. The pipeline has a capacity in excess of 125,000 bpd and connects the Delaware City refinery to critical distribution facilities in Pennsylvania and New York State. The Truck Rack is a 15-lane loading rack with a capacity of 76,000 bpd. The acquisition of the Delaware City Products Pipeline and Truck Rack will be supported by ten-year term agreements with subsidiaries of PBF Energy, including PBF Holding, containing minimum volume throughput commitments.

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

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

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

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

22

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND BARREL DATA)

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	March 31, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	300,737		$	—		$	27,252	$	(1,153	)	$	326,836
Accounts receivable	415,415			11,585			14,185		—			441,185
Accounts receivable - affiliate	632			2,290			—		—			2,922
Inventories	522,688			421,921			184,598		—			1,129,207
Prepaid expense and other current assets	34,248			3,994			—		—			38,242
Due from related parties	17,427,231			19,391,771			2,124,464		(38,943,466		)	—
Total current assets	18,700,951			19,831,561			2,350,499		(38,944,619		)	1,938,392
Property, plant and equipment, net	64,900			1,680,683			55,250		—			1,800,833
Investment in subsidiaries	2,241,553			—			—		(2,241,553		)	—
Deferred charges and other assets, net	33,133			293,052			2,363		—			328,548
Total assets	$	21,040,537		$	21,805,296		$	2,408,112	$	(41,186,172	)	$	4,067,773
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	239,240		$	71,312		$	3,589	$	(1,153	)	$	312,988
Accounts payable - affiliate	13,920			30			—		—			13,950
Accrued expenses	319,168			525,841			153,814		—			998,823
Current portion of long-term debt	—			—			—		—			—
Deferred revenue	6,086			—			—		—			6,086
Due to related parties	17,850,076			19,008,184			2,085,206		(38,943,466		)	—
Total current liabilities	18,428,490			19,605,367			2,242,609		(38,944,619		)	1,331,847
Delaware Economic Development Authority loan	—			8,000			—		—			8,000
Long-term debt	668,792			34,520			37,921		—			741,233
Intercompany notes payable	153,023			—			—		—			153,023
Other long-term liabilities	23,975			43,438			—		—			67,413
Total liabilities	19,274,280			19,691,325			2,280,530		(38,944,619		)	2,301,516
Commitments and contingencies
Equity:
Member's equity	1,144,114			749,293			34,346		(783,639		)	1,144,114
Retained earnings (accumulated deficit)	648,548			1,373,066			93,236		(1,466,302		)	648,548
Accumulated other comprehensive (loss) income	(26,405		)	(8,388		)	—		8,388			(26,405		)
Total equity	1,766,257			2,113,971			127,582		(2,241,553		)	1,766,257
Total liabilities and equity	$	21,040,537		$	21,805,296		$	2,408,112	$	(41,186,172	)	$	4,067,773

23

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND BARREL DATA)

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	December 31, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	185,381		$	704		$	34,334	$	(2,016	)	$	218,403
Accounts receivable	518,498			26,238			6,533		—			551,269
Accounts receivable - affiliate	529			2,694			—		—			3,223
Inventories	510,947			435,924			155,390		—			1,102,261
Prepaid expense and other current assets	26,964			5,193			—		—			32,157
Due from related parties	16,189,384			18,805,509			1,607,878		(36,602,771		)	—
Total current assets	17,431,703			19,276,262			1,804,135		(36,604,787		)	1,907,313
Property, plant and equipment, net	68,218			1,683,294			54,548		—			1,806,060
Investment in subsidiaries	2,569,636			—			—		(2,569,636		)	—
Deferred charges and other assets, net	34,840			293,098			2,579		—			330,517
Total assets	$	20,104,397		$	21,252,654		$	1,861,262	$	(39,174,423	)	$	4,043,890
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	235,791		$	92,984		$	8,423	$	(2,016	)	$	335,182
Accounts Payable - affiliate	11,600			30			—		—			11,630
Accrued expenses	487,783			450,856			191,331		—			1,129,970
Current portion of long-term debt	—			—			—		—			—
Deferred revenue	1,227			—			—		—			1,227
Due to related parties	16,924,490			18,151,095			1,527,186		(36,602,771		)	—
Total current liabilities	17,660,891			18,694,965			1,726,940		(36,604,787		)	1,478,009
Delaware Economic Development Authority loan	—			8,000			—		—			8,000
Long-term debt	668,520			36,559			37,270		—			742,349
Intercompany notes payable	122,264			—			—		—			122,264
Other long-term liabilities	22,206			40,546			—		—			62,752
Total liabilities	18,473,881			18,780,070			1,764,210		(36,604,787		)	2,413,374
Commitments and contingencies
Equity:
Member's equity	1,144,100			749,278			44,346		(793,624		)	1,144,100
Retained earnings	513,292			1,731,694			52,706		(1,784,400		)	513,292
Accumulated other comprehensive (loss) income	(26,876		)	(8,388		)	—		8,388			(26,876		)
Total equity	1,630,516			2,472,584			97,052		(2,569,636		)	1,630,516
Total liabilities and equity	$	20,104,397		$	21,252,654		$	1,861,262	$	(39,174,423	)	$	4,043,890

24

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND BARREL DATA)

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended March 31, 2015
	Issuer			Guarantors Subsidiaries			Non-Guarantors Subsidiaries			Combining and Consolidated Adjustments			Total
Revenues	$	2,992,157		$	260,833		$	498,603		$	(756,457	)	$	2,995,136
Costs and expenses
Cost of sales, excluding depreciation	2,490,763			338,657			456,077			(756,457		)	2,529,040
Operating expenses, excluding depreciation	806			232,905			(334		)	—			233,377
General and administrative expenses	25,683			5,520			1,327			—			32,530
(Gain) loss on sale of assets	(182		)	—			(177		)	—			(359		)
Depreciation and amortization expense	3,042			42,763			454			—			46,259
	2,520,112			619,845			457,347			(756,457		)	2,840,847
Income (loss) from operations	472,045			(359,012		)	41,256			—			154,289
Other income (expenses)
Equity in earnings (loss) of subsidiaries	(318,138		)	—			—			318,138			—
Change in fair value of catalyst lease	—			2,039			—			—			2,039
Interest (expense) income, net	$	(18,651	)	$	(1,693	)	$	(728	)	$	—		$	(21,072	)
Net income (loss)	$	135,256		$	(358,666	)	$	40,528		$	318,138		$	135,256
Comprehensive income (loss)	$	135,727		$	(358,666	)	$	40,528		$	318,138		$	135,727

25

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND BARREL DATA)

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended March 31, 2014
	Issuer			Guarantors Subsidiaries			Non-Guarantors Subsidiaries		Combining and Consolidated Adjustments			Total
Revenues	$	4,745,995		$	379,411		$	—	$	(378,963	)	$	4,746,443
Costs and expenses
Cost of sales, excluding depreciation	4,147,684			378,963			—		(378,963		)	4,147,684
Operating expenses, excluding depreciation	139			268,760			—		—			268,899
General and administrative expenses	31,776			4,848			—		—			36,624
(Gain) loss on sale of assets	(186		)	—			—		—			(186		)
Depreciation and amortization expense	3,481			29,734			—		—			33,215
	4,182,894			682,305			—		(378,963		)	4,486,236
Income (loss) from operations	563,101			(302,894		)	—		—			260,207
Other income (expenses)
Equity in earnings (loss) of subsidiaries	(304,829		)	—			—		304,829			—
Change in fair value of catalyst lease	—			(2,001		)	—		—			(2,001		)
Interest expense, net	(25,522		)	66			—		—			(25,456		)
Net income (loss)	$	232,750		$	(304,829	)	$	—	$	304,829		$	232,750
Comprehensive income (loss)	$	232,996		$	(304,805	)	$	—	$	304,805		$	232,996

26

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND BARREL DATA)

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Three Months Ended March 31, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	135,256		$	(358,666	)	$	40,528		$	318,138		$	135,256
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization	4,823			42,789			670			—			48,282
Stock-based compensation	—			2,025			—			—			2,025
Change in fair value of catalyst lease obligations	—			(2,039		)	—			—			(2,039		)
Non-cash change in inventory repurchase obligations	—			66,509			—			—			66,509
Non-cash lower of cost or market inventory adjustment	(99,732		)	78,524			—			—			(21,208		)
Pension and other post retirement benefit costs	2,079			4,369			—			—			6,448
(Gain) loss on disposition of property, plant and equipment	(182		)	—			(177		)	—			(359		)
Equity in earnings of subsidiaries	318,138			—			—			(318,138		)	—
Changes in current assets and current liabilities:
Accounts receivable	103,083			14,653			(7,652		)	—			110,084
Amounts due to/from related parties	(273,044		)	271,231			4,434			—			2,621
Inventories	87,991			(59,790		)	(29,208		)	—			(1,007		)
Prepaid expenses and other current assets	(7,284		)	1,199			—			—			(6,085		)
Accounts payable	3,449			(21,672		)	(4,834		)	863			(22,194		)
Accrued expenses	(179,401		)	19,491			(37,517		)	—			(197,427		)
Deferred revenue	4,859			—			—			—			4,859
Other assets and liabilities	320			(2,601		)	2			—			(2,279		)
Net cash provided by (used in) operating activities	100,355			56,022			(33,754		)	863			123,486
Cash flows from investing activities:
Expenditures for property, plant and equipment	(67,355		)	(33,392		)	—			—			(100,747		)
Expenditures for deferred turnaround costs	—			(18,376		)	—			—			(18,376		)
Expenditures for other assets	—			(4,958		)	—			—			(4,958		)
Investment in subsidiaries	10,000			—			—			(10,000		)	—
Proceeds from sale of assets	41,597			—			36,021			—			77,618
Net cash provided by (used in) investing activities	(15,758		)	(56,726		)	36,021			(10,000		)	(46,463		)
Cash flows from financing activities:
Proceeds from members' capital contributions	—			—			(10,000		)	10,000			—
Distribution to members	—			—			—			—			—
Proceeds from intercompany notes payable	30,000			—			—			—			30,000
Proceeds from Rail Facility revolver borrowings	—			—			23,425			—			23,425
Repayments of revolver borrowings	—			—			—			—			—
Repayments of Rail Facility revolver borrowing	—			—			(22,774		)	—			(22,774		)
Deferred financing costs and other	759			—			—			—			759
Net cash provided by (used in) financing activities	30,759			—			(9,349		)	10,000			31,410
Net increase (decrease) in cash and cash equivalents	115,356			(704		)	(7,082		)	863			108,433
Cash and equivalents, beginning of period	185,381			704			34,334			(2,016		)	218,403
Cash and equivalents, end of period	$	300,737		$	—		$	27,252		$	(1,153	)	$	326,836

27

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT UNIT AND BARREL DATA)

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Three Months Ended March 31, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	232,750		$	(304,829	)	$	—	$	304,829		$	232,750
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation and amortization	5,115			29,733			—		—			34,848
Stock-based compensation	—			1,420			—		—			1,420
Change in fair value of catalyst lease obligations	—			2,001			—		—			2,001
Non-cash change in inventory repurchase obligations	—			(17,463		)	—		—			(17,463		)
Pension and other post retirement benefit costs	1,291			3,514			—		—			4,805
Gain on disposition of property, plant and equipment	(186		)	—			—		—			(186		)
Equity in earnings of subsidiaries	304,829			—			—		(304,829		)	—
Changes in current assets and current liabilities:
Accounts receivable	67,045			(39		)	—		—			67,006
Amounts due to/from related parties	(355,645		)	355,645			—		—			—
Inventories	(135,330		)	35,356			—		—			(99,974		)
Prepaid expenses and other current assets	14,137			1,581			—		—			15,718
Accounts payable	(134,695		)	(20,779		)	—		—			(155,474		)
Accrued expenses	174,049			5,932			—		—			179,981
Deferred revenue	(1,393		)	—			—		—			(1,393		)
Other assets and liabilities	(982		)	(2,685		)	—		—			(3,667		)
Net cash provided (used in) by operating activities	170,985			89,387			—		—			260,372
Cash flows from investing activities:
Expenditures for property, plant and equipment	(4,595		)	(55,532		)	—		—			(60,127		)
Expenditures for refinery turnarounds costs	—			(23,128		)	—		—			(23,128		)
Expenditures for other assets	—			(7,157		)	—		—			(7,157		)
Proceeds from sale of assets	37,759			—			—		—			37,759
Net cash provided by (used in) investing activities	33,164			(85,817		)	—		—			(52,653		)
Cash flows from financing activities:
Distributions to members	(29,661		)	—			—		—			(29,661		)
Proceeds from revolver borrowings	265,000			—			—		—			265,000
Repayments of revolver borrowings	(280,000		)	—			—		—			(280,000		)
Deferred financing costs and other	179			(3,072		)	—		—			(2,893		)
Net cash used in financing activities	(44,482		)	(3,072		)	—		—			(47,554		)
Net (decrease) increase in cash and cash equivalents	159,667			498			—		—			160,165
Cash and equivalents, beginning of period	76,179			791			—		—			76,970
Cash and equivalents, end of period	$	235,846		$	1,289		$	—	$	—		$	237,135

28

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, 2014 and the unaudited financial statements and related notes included in this report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Cautionary Note Regarding Forward-Looking Statements.”

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

Overview

We are one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. We sell our products throughout the Northeast 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.

Since our acquisition of the Delaware City refinery, we expanded and upgraded the existing on-site railroad infrastructure, including the expansion of the crude rail unloading facilities. Currently, crude delivered by rail 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 2014 we completed a project to expand the Delaware City heavy crude rail unloading terminal capability at the refinery from 40,000 bpd to 80,000 bpd and added additional unloading spots to the dual-loop track light crude rail unloading facility (the "DCR Rail Terminal"), which has increased its unloading capability from 105,000 bpd to 130,000 bpd. These projects bring total rail crude unloading capability up to 210,000 bpd, subject to the delivery of coiled and insulated railcars, the development of crude rail loading infrastructure in Canada and the use of unit trains. The Delaware City rail unloading facilities, including the facilities owned by PBFX, allows our East Coast refineries to source West Texas Intermediate ("WTI") price-based crude oils from Western Canada and the Mid-Continent, which we believe at times may provide cost advantages versus traditional Brent based international crudes.

In May 2014, in connection with the initial public offering of PBFX and pursuant to a contribution agreement and conveyance agreement (the “Contribution Agreement I”), PBF Holding distributed the DCR Rail Terminal and the Toledo Truck Unloading Terminal (the “Toledo Truck Terminal” and together with the DCR Rail Terminal, the “Contributed Assets”), to PBF LLC, which in turn contributed it to PBFX. In September 2014, in connection with the Contribution Agreement between PBF LLC and PBFX (the "Contribution Agreement II"), PBF Holding distributed to PBF LLC all of the equity interests of Delaware City Refining Company LLC's ("Delawa

29

re City Refining" or "DCR") wholly-owned subsidiary, Delaware City Terminaling Company II LLC ("DCT II"), which assets consisted solely of the Delaware City heavy crude unloading rack (the "DCR West Rack"), immediately prior to the contribution by PBF LLC to PBFX. In December 2014, in connection with the Contribution Agreement between PBF Holding and PBF LLC (the “Contribution Agreement III” and together with the Contribution Agreement I and the Contribution Agreement II, the “Contribution Agreements”) PBF Holding distributed to PBF LLC all of the issued and outstanding limited liability interests in Toledo Terminaling, which assets consist of a tank farm and related facilities located at PBF Energy's Toledo refinery, including a propane storage and loading facility (collectively, the “Toledo Storage Facility”), immediately prior to the contribution by PBF LLC to PBFX.

Factors Affecting Comparability Between Periods

Commercial Agreements

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

Delaware City Rail Terminaling Services Agreement

On May 14, 2014, concurrent with the closing of the PBFX Offering, PBF Holding entered into a rail terminaling services agreement with PBFX to obtain terminaling services at the DCR Rail Terminal (the “DCR Terminaling Agreement”). Under the DCR Terminaling Agreement, PBF Holding is obligated to throughput aggregate volumes of crude oil of at least 85,000 bpd for each quarter (calculated on a quarterly average basis). 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.

Toledo Truck Unloading & Terminaling Agreement

On May 14, 2014, concurrent with the closing of the PBFX Offering, PBF Holding entered into a truck unloading and terminaling services agreement with PBFX to obtain terminaling services at the Toledo Truck Terminal (as amended the “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). 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.

Delaware City West Ladder Rack Terminaling Services Agreement

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

30

Holding for two additional five year periods. Under the West Ladder Rack Terminaling Agreement, PBF Holding is obligated to throughput aggregate volumes of crude oil of at least 40,000 bpd in any contract quarter. PBF Holding also pays PBFX for providing related ancillary services at the terminal which are specified in the West Ladder Rack Terminaling Agreement. The terminaling service fee is subject to (i) increase or decrease on January 1 of each year, beginning on January 1, 2016, by the amount of any change in the Producer Price Index, provided that the fee may not be adjusted below the initial amount and (ii) increase by the increase in any operating costs that increase greater than the Producer Price Index reasonably incurred by PBFX in connection with providing the services and ancillary services under the West Ladder Rack Terminaling Agreement.

Toledo Tank Farm Storage and Terminaling Services Agreement

On December 12, 2014, PBF Holding and Toledo Terminaling entered into a ten-year storage and terminaling services agreement (the “Toledo Tank Farm Storage and Terminaling Agreement”) under which PBFX, through Toledo Terminaling, will provide storage and terminaling services to PBF Holding. The Toledo Tank Farm Storage and Terminaling Agreement can be extended by PBF Holding for two additional five-year periods. Under the Toledo Tank Farm Storage and Terminaling Agreement, PBFX will provide PBF Holding with storage and throughput services in return for storage and throughput fees. The storage services require PBFX to accept, redeliver and store all products tendered by PBF Holding in the tanks and load products at the storage facility on behalf of PBF Holding up to the effective operating capacity of each tank, the loading capacity of the propane rack and the overall capacity of the Toledo Storage Facility. PBF Holding will pay a fee per barrel of shell capacity dedicated to PBF Holding under the Toledo Tank Farm Storage and Terminaling Agreement.The minimum throughput commitment for the propane storage and loading facility will be 4,400 bpd.

PBFX is required to maintain the Toledo Storage Facility in a condition and with a capacity sufficient to store and handle a volume of PBF Holding's products at least equal to the current operating capacity for the storage facility as a whole subject to interruptions for routine repairs and maintenance and force majeure events. Failure to meet such obligations may result in a reduction of fees payable under the Toledo Tank Farm Storage and 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.

Second Amended and Restated Omnibus Agreement

Under the omnibus agreement (as amended from time to time "Omnibus Agreement"), PBFX, among other things, reimburses related affiliates, including PBF Holding, for services provided to PBFX. This includes an obligation to pay PBF Holding an administrative fee for centralized corporate services initially in the amount of $2.3 million per year. PBFX reimburses PBF Holding for all other direct or allocated costs and expenses incurred by PBF Holding 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. The Omnibus Agreement was amended and restated in connection with the Contribution Agreement II (the “Amended and Restated Omnibus Agreement”) and again on December 12, 2014 in connection with the Contribution Agreement III (the "Second Amended and Restated Omnibus Agreement"). The annual fee payable under the Amended and Restated Omnibus Agreement increased from $2.3 million to $2.5 million as a result of the inclusion of the DCR West Rack and was further increased under the Second Amended and Restated Omnibus Agreement to $2.7 million, as a result of the inclusion of the Toledo Storage Facility. Pursuant to the Omnibus Agreement, the annual fee of $2.7 million per year was reduced to $2.225 million per year effective as of January 1, 2015.

Second Amended and Restated Operation and Management Services and Secondment Agreement

PBF Holding and its subsidiaries provide PBFX with the personnel necessary for PBFX to perform its obligations under its commercial agreements. Under the Amended and Restated Operation and Management Services and Secondment Agreement (the "Services Agreement"), PBFX reimburses 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 paid an initial annual fee of $0.5 million 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. The Services Agreement was amended and restated in connection with the Contribution Agreement II (the “Amended and Restated Services Agreement”) and Contribution Agreement III (the “Second Amended and Restated Services Agreement”). The annual fee payable under the Services Agreement increased from $0.5 million

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to $0.8 million (indexed for inflation) as a result of the inclusion of the DCR West Rack and was further increased to $4.4 million (indexed for inflation) as a result of the inclusion of the Toledo Storage Facility.

Rail Facility Revolving Credit Facility

Effective March 25, 2014, PBF Rail Logistics Company LLC (“PBF Rail”), an indirect wholly-owned subsidiary of PBF Holding, entered into a $250.0 million secured revolving credit agreement (the “Rail Facility”). The primary purpose of the Rail Facility is to fund the acquisition by PBF Rail of coiled and insulated crude tank cars and non-coiled and non-insulated general purpose crude tank cars (the "Eligible Railcars") before December 2015. The amount available to be advanced under the Rail Facility equals 70.0% of the lesser of the aggregate Appraised Value of the Eligible Railcars, or the aggregate Purchase Price of such Eligible Railcars, as these terms are defined in the credit agreement. On the first anniversary of the closing, the advance rate adjusts automatically to 65.0%.

On April 29, 2015, the Rail Facility was amended to, among other things, extend the maturity to April 29, 2017, reduce the total commitment from $250.0 million to $150.0 million, and reduce the commitment fee on the unused portion of the Rail Facility. At any time prior to maturity PBF Rail may repay and re-borrow any advances without premium or penalty.

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 "Toledo Crude Oil Acquisition Agreement") with MSCG.  Under the terms of the Toledo Crude Oil Acquisition Agreement, we previously acquired substantially all of our crude oil for our subsidiary's Toledo refinery from MSCG through delivery at various interstate pipeline locations. No early termination penalties were incurred by us as a result of the termination. We began sourcing our own crude oil needs for Toledo upon termination.

Results of Operations

The following tables reflect our financial and operating highlights for the three months ended March 31, 2015 and 2014 (amounts in thousands).

	Three Months Ended   March 31,
	2015			2014
Revenue	$	2,995,136		$	4,746,443
Cost of sales, excluding depreciation	2,529,040			4,147,684
	466,096			598,759
Operating expenses, excluding depreciation	233,377			268,899
General and administrative expenses	32,530			36,624
Gain on sale of assets	(359		)	(186		)
Depreciation and amortization expense	46,259			33,215
Income from operations	154,289			260,207
Change in fair value of catalyst leases	2,039			(2,001		)
Interest expense, net	(21,072		)	(25,456		)
Net income	$	135,256		$	232,750
Gross refining margin (1)	$	466,096		$	598,759
Gross margin	$	189,503		$	300,125

(1) See Non-GAAP Financial Measures below.

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Operating Highlights

	Three Months Ended   March 31,
	2015			2014
Key Operating Information
Production (bpd in thousands)	465.4			428.6
Crude oil and feedstocks throughput (bpd in thousands)	467.8			430.9
Total crude oil and feedstocks throughput (millions of barrels)	42.1			38.8
Gross refining margin, excluding special items, per barrel of throughput (1)	$	10.57		$	15.44
Operating expenses, excluding depreciation, per barrel of throughput	$	5.54		$	6.93
Crude and feedstocks (% of total throughput) (2):
Heavy crude	15		%	13		%
Medium crude	46		%	45		%
Light crude	27		%	34		%
Other feedstocks and blends	12		%	8		%
Yield (% of total throughput):
Gasoline and gasoline blendstocks	49		%	49		%
Distillates and distillate blendstocks	34		%	37		%
Lubes	1		%	2		%
Chemicals	3		%	3		%
Other	13		%	9		%

(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   March 31,
	2015			2014
	(dollars per barrel, except as noted)
Dated Brent Crude	$	54.29		$	108.21
West Texas Intermediate (WTI) crude oil	$	48.49		$	98.69
Crack Spreads
Dated Brent (NYH) 2-1-1	$	15.76		$	11.41
WTI (Chicago) 4-3-1	$	15.45		$	16.79
Crude Oil Differentials
Dated Brent (foreign) less WTI	$	5.80		$	9.52
Dated Brent less Maya (heavy, sour)	$	10.14		$	18.93
Dated Brent less WTS (sour)	$	6.79		$	15.10
Dated Brent less ASCI (sour)	$	5.58		$	7.77
WTI less WCS (heavy, sour)	$	11.80		$	21.63
WTI less Bakken (light, sweet)	$	5.13		$	3.79
WTI less Syncrude (light, sweet)	$	(0.68	)	$	0.99
Natural gas (dollars per MMBTU)	$	2.81		$	4.72

Three Months Ended March 31, 2015 Compared to the Three Months Ended March 31, 2014

Overview— Net income for PBF Holding was $135.3 million for the three months ended March 31, 2015 compared to net income of $232.8 million for the three months ended March 31, 2014.

Our results for the three months ended March 31, 2015 were positively impacted by a non-cash special item consisting of a non-cash inventory lower of cost or market ("LCM") adjustment of approximately $21.2 million on a net basis, which includes the reversal of the LCM charge recorded in the fourth quarter of 2014. The LCM adjustment is a result of the changing crude oil and refined product prices from the year ended 2014 to the end of the first quarter of 2015. During this period market prices have remained below our historical costs. Excluding the impact of the net change in LCM reserve of $21.2 million, our results were negatively impacted by unfavorable movements in certain crude oil differentials and lower crack spreads in the Mid-Continent partially offset by higher crack spreads on the East Coast.

Revenues— Revenues totaled $3.0 billion for the three months ended March 31, 2015 compared to $4.7 billion for the three months ended March 31, 2014, a decrease of approximately $1.8 billion, or 36.9%. For the three months ended March 31, 2015, the total throughput rates in the East Coast and Mid-Continent refineries averaged approximately 325,700 bpd and 142,100 bpd, respectively. For the three months ended March 31, 2014, the total throughput rates at our East Coast and Mid-Continent refineries averaged approximately 292,700 bpd and 138,200 bpd, respectively. The increase in throughput rates at our East Coast refineries in 2015 compared to 2014 is primarily due to unplanned down time at our Paulsboro refinery in January 2014 and a planned turnaround in March 2014. For the three months ended March 31, 2015, the total barrels sold at our East Coast and Mid-Continent refineries averaged approximately 362,700 bpd and 157,900 bpd, respectively. For the three months ended March 31, 2014, the total barrels sold at our East Coast and Mid-Continent refineries averaged approximately 310,100 bpd and 148,400 bpd, respectively.

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Gross Margin— Gross refining margin (as described below in Non-GAAP Financial Measures) totaled $466.1 million, or $11.07 per barrel of throughput ($444.9 million or $10.57 per barrel of throughput excluding the impact of special items), for the three months ended March 31, 2015 compared to $598.8 million, or $15.44 per barrel of throughput during the three months ended March 31, 2014, a decrease of $132.7 million. Gross margin, including refinery operating expenses and depreciation, totaled $189.5 million, or $4.50 per barrel of throughput, for the three months ended March 31, 2015 compared to $300.1 million, or $7.74 per barrel of throughput, for the three months ended March 31, 2014, a decrease of $110.6 million. Excluding the impact of special items, gross margin and gross refining margin decreased due to unfavorable movements in certain crude differentials and lower crack spreads in the Mid-Continent, partially offset by improved crack spreads on the East Coast. In addition, gross margin and gross refining margin were positively impacted by a non-cash LCM adjustment of approximately $21.2 million on a net basis resulting from the change in crude oil and refined product prices from the year ended 2014 to the end of the first quarter of 2015, which remained below our historical costs.

Average industry refining margins in the Mid-Continent were weaker during the three months ended March 31, 2015 as compared to the same period in 2014. The WTI (Chicago) 4-3-1 industry crack spread was approximately $15.45 per barrel or 8.0% lower in the three months ended March 31, 2015 as compared to $16.79 per barrel in the same period in 2014. Our margins were negatively impacted from our refinery specific crude slate in the Mid-Continent which was impacted by a declining WTI/Syncrude differential, which averaged a premium of $0.68 per barrel in the first quarter of 2015 as compared to a discount of $0.99 per barrel in the first quarter of 2014.

The Dated Brent (NYH) 2-1-1 industry crack spread was approximately $15.76 per barrel, or 38.1%, higher in the three months ended March 31, 2015 as compared to $11.41 per barrel in the same period in 2014. While the WTI/Dated Brent differential was $3.72 lower in the three months ended March 31, 2015 as compared to the same period in 2014 and Dated Brent/Maya differential was $8.79 lower in the three months ended March 31, 2015 as compared to the same period in 2014, the WTI/Bakken differential was approximately $1.34 per barrel more favorable in the three months ended March 31, 2015 as compared to the same period in 2014. The decrease in the WTI/Dated Brent crude differential can unfavorably impact our East Coast refineries, and we increased our shipments of rail-delivered WTI-based crudes from the Bakken and Western Canada by over 23,000 bpd or almost 23.1% versus the first quarter of 2014, which had the overall effect of increasing the cost of crude oil processed at our East Coast refineries and decreasing our gross refining margin and gross margin.

Operating Expenses— Operating expenses totaled $233.4 million, or $5.54 per barrel of throughput, for the three months ended March 31, 2015 compared to $268.9 million, or $6.93 per barrel of throughput, for the three months ended March 31, 2014, a decrease of $35.5 million, or 13.2%. The decrease in operating expenses is mainly attributable to lower maintenance, energy and utility expenses of $37.9 million primarily related to lower natural gas and electricity prices and reduced fixed overhead costs of $2.7 million, partially offset by higher chemicals and catalyst related expenses of $2.9 million and an increase of $2.0 million related to outside engineering services. 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 $32.5 million for the three months ended March 31, 2015 compared to $36.6 million for the three months ended March 31, 2014, a decrease of $4.1 million or 11.2%. The decrease in general and administrative expenses primarily relates to lower employee compensation expense of $6.5 million partially offset by $2.1 million in higher fixed overhead 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 three months ended March 31, 2015, was $0.4 million as compared to $0.2 million for the three months ended March 31, 2014 related to the sale of railcars which were subsequently leased back.

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Depreciation and Amortization Expense— Depreciation and amortization expense totaled $46.3 million for the three months ended March 31, 2015 compared to $33.2 million for the three months ended March 31, 2014, an increase of $13.1 million. The increase was primarily a result of capital projects related to turnarounds completed in 2014, the completed expansion of the crude rail unloading facility at the Delaware City refinery in 2014 and refinery optimization projects at Toledo.

Change in Fair Value of Catalyst Leases— Change in the fair value of catalyst leases represented a gain of $2.0 million for the three months ended March 31, 2015 compared to a loss of $2.0 million for the three months ended March 31, 2014. 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 $21.1 million for the three months ended March 31, 2015 compared to $25.5 million for the three months ended March 31, 2014, a decrease of $4.4 million. This decrease is mainly attributable to the termination of our crude and feedstock supply agreement with Morgan Stanley Capital Group Inc. ("MSCG"), effective July 31, 2014, partially offset by higher letter of credit fees. Interest expense includes interest on long-term debt, costs related to the sale and leaseback of our precious metals catalyst, interest expense incurred in connection with our crude and feedstock supply agreement with Statoil, 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.

Special Items

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

Gross Refining Margin

Gross refining margin is defined as gross margin excluding operating 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

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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:

	Three Months Ended March 31,
	2015						2014
	$			per barrel of throughput			$		per barrel of throughput
Reconciliation of gross margin to gross refining margin:
Gross margin	$	189,503		$	4.50		$	300,125	$	7.74
Add: Refinery operating expenses	233,377			5.54			268,899		6.93
Add: Refinery depreciation expense	43,216			1.03			29,735		0.77
Gross refining margin	$	466,096		$	11.07		$	598,759	$	15.44
Special items:
Less: Non-Cash LCM inventory adjustment (1)	$	(21,208	)	$	(0.50	)	$	—	$	—
Gross refining margin excluding special items	$	444,888		$	10.57		$	598,759	$	15.44

——————————

(1) During the first quarter of 2015, the Company recorded an adjustment to value its inventories to the lower of cost or market which resulted in a net impact of $21.2 million reflecting the change in the lower of cost or market inventory reserve from $690.1 million at December 31, 2014 to $668.9 million at March 31, 2015. The net impact of these LCM inventory adjustments are excluded from the operating results presented in the table in order to make such information comparable between periods.

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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   March 31,
	2015			2014
Reconciliation of net income to EBITDA:
Net income	$	135,256		$	232,750
Add: Depreciation and amortization expense	46,259			33,215
Add: Interest expense, net	21,072			25,456
EBITDA	$	202,587		$	291,421
Special Items:
Less: Non-cash LCM inventory adjustment (1)	(21,208		)	—
EBITDA excluding special items	$	181,379		$	291,421
Reconciliation of EBITDA to Adjusted EBITDA:
EBITDA	$	202,587		$	291,421
Add: Stock based compensation	2,025			1,420
Add: Non-cash change in fair value of catalyst lease obligations	(2,039		)	2,001
Less: Non-cash LCM inventory adjustment	(21,208		)	—
Adjusted EBITDA	$	181,365		$	294,842

(1) During the first quarter of 2015, the Company recorded an adjustment to value its inventories to the lower of cost or market which resulted in a net impact of $21.2 million reflecting the change in the lower of cost or market inventory reserve from $690.1 million at December 31, 2014 to $668.9 million at March 31, 2015. The net impact of these LCM inventory adjustments are excluded from the operating results presented in the table in order to make such information comparable between periods.

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 $123.5 million for the three months ended March 31, 2015 compared to net cash provided by operating activities of $260.4 million for the three months ended March 31, 2014. Our operating cash flows for the three months ended March 31, 2015 included our net income of $135.3 million, plus net non-cash charges relating to the change in the fair value of our inventory repurchase obligations of $66.5 million, depreciation and amortization of $48.3 million, pension and other post retirement benefits costs of $6.4 million and equity-based compensation of $2.0 million, partially offset by net non-cash benefit of $21.2 million relating to a LCM inventory adjustment, change in the fair value of our catalyst lease of $2.0 million and

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gain on sale of assets of $0.4 million. In addition, net changes in working capital reflected uses of cash of $111.4 million driven by the timing of inventory purchases, payments for accrued expenses and collections of accounts receivables. Our operating cash flows for the three months ended March 31, 2014 included our net income of $232.8 million, plus net non-cash charges relating to depreciation and amortization of $34.8 million, pension and other post retirement benefits costs of $4.8 million, changes in the fair value of our catalyst lease obligations of $2.0 million and stock-based compensation of $1.4 million, partially offset by the change in the fair value of our inventory repurchase obligations of $17.5 million and a gain on sale of asset of $0.2 million. In addition, net changes in working capital provided$2.3 million of cash.

Cash Flows from Investing Activities

Net cash used in investing activities was $46.5 million for the three months ended March 31, 2015 compared to net cash used in investing activities of $52.7 million for the three months ended March 31, 2014. The net cash flows used in investing activities for the three months ended March 31, 2015 was comprised of capital expenditures totaling $100.7 million, expenditures for refinery turnarounds of $18.4 million and expenditures for other assets of $5.0 million, partially offset by $77.6 million in proceeds from the sale of railcars. Net cash used in investing activities for the three months ended March 31, 2014 consisted primarily of the capital expenditures totaling $60.1 million, expenditures for refinery turnarounds of $23.1 million and expenditures for other assets of $7.2 million, partially offset by $37.7 million in proceeds from the sale of railcars.

Cash Flows from Financing Activities

Net cash provided by financing activities was $31.4 million for the three months ended March 31, 2015 compared to net cash used in financing activities of $47.6 million for the three months ended March 31, 2014. For the three months ended March 31, 2015, net cash provided by financing activities consisted primarily of $30.0 million of proceeds from intercompany notes payable, $0.7 million of net proceeds from the Rail Facility and $0.7 million of deferred financing and other costs. For the three months ended March 31, 2014, net cash used in financing activities consisted of distributions to PBF LLC of $29.7 million, net repayments of revolver borrowings of $15.0 million and deferred financing and other costs of $2.9 million.

Liquidity

As of March 31, 2015, our total liquidity was approximately $820.7 million, compared to total liquidity of approximately $960.5 million as of December 31, 2014. Total liquidity is the sum of our cash and cash equivalents plus the amount of availability under the Second Amended and Restated Revolving Credit Agreement ("Revolving Loan").

In addition, we have borrowing capacity of $212.1 million and $212.7 million under the Rail Facility to fund the acquisition of Eligible Railcars as of March 31, 2015 and December 31, 2014, respectively.

Working Capital

Working capital for PBF Holding at March 31, 2015 was $606.5 million, consisting of $1,938.4 million in total current assets and $1,331.8 million in total current liabilities. Working capital at December 31, 2014 was $429.3 million, consisting of $1,907.3 million in total current assets and $1,478.0 million in total current liabilities.

Capital Spending

Net capital spending was $46.5 million for the three months ended March 31, 2015, which primarily included turnaround costs, safety related enhancements and facility improvements at the refineries and the expansion of the rail unloading facility at our Delaware City refinery. We currently expect to spend an aggregate of approximately $175.0 to $200.0 million in net capital expenditures during 2015 for facility improvements and refinery maintenance and turnarounds.

Off-Balance Sheet Arrangements and Contractual Obligations and Commitments

We have no off-balance sheet arrangements as of March 31, 2015, other than outstanding letters of credit in the amount of approximately $276.5 million.

As of March 31, we sold an additional 515 of our owned crude railcars and concurrently entered into a lease agreement for the same railcars.  The lease agreements for the railcars have varying terms from five to seven

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years. We received a cash payment for the railcars of approximately $77.6 million and expect to make payments totaling $44.9 million over the term of the lease for these railcars.

During the three months ended March 31, 2015, we entered into additional railcar leases with terms of up to 7 years. We expect to make lease payments of $40.6 million over the remaining term of these additional agreements.

Distribution Policy

On April 30, 2015, the Board of Directors of PBF Energy declared a dividend of $0.30 per share on outstanding Class A common stock. The dividend is payable on May 27, 2015 to Class A common stockholders of record at the close of business on May 11, 2015. PBF Holding intends, if necessary, to make a distribution of $27.3 million to PBF LLC, which in turn will make pro-rata distributions of $0.30 per unit to its members, including PBF Energy. PBF Energy will then use this distribution to fund the dividend payments to the shareholders of PBF Energy.

As of March 31, 2015, we had $820.7 million of unused borrowing availability, which includes our cash and cash equivalents of $326.8 million, under the Revolving Loan to fund our operations, if necessary. Accordingly, as of March 31, 2015, there was sufficient cash and cash equivalents and borrowing capacity under our credit facilities available to make distributions to PBF LLC, if necessary, in order for PBF LLC to make pro rata distributions to its members, including PBF Energy, necessary to fund in excess of one year’s cash dividend payments by PBF Energy.

As of March 31, 2015, 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.

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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 for 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 inventory intermediation agreements as well as through the use of various commodity derivative instruments.

Certain of our agreements reduce the time we are exposed to market price fluctuations. For example, our crude and feedstock supply agreement with Statoil allows 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, which terminated on July 31, 2014, allowed us to price and pay for our crude oil as it is processed at that refinery. In addition, the product 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 product 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 the agreements described above. 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 March 31, 2015 and December 31, 2014, we had gross open commodity derivative contracts representing 111.6 million barrels and 49.3 million barrels, respectively, with an unrealized net gain (loss) of $(5.4) million and $31.2 million, respectively. The open commodity derivative contracts as of March 31, 2015 expire at various times during 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 17.6 million barrels and 18.6 million barrels at March 31, 2015 and December 31, 2014, respectively. The average cost of our hydrocarbon inventories was approximately $100.26 and $94.29 per barrel on a LIFO basis at March 31, 2015 and December 31, 2014, respectively, excluding the impact of LCM adjustments of approximately $668.9 million and $690.1 million, respectively. If market prices decline to a level below the average cost, we may be required to further write down the carrying value of our hydrocarbon inventories to market.

Our predominant variable operating cost is energy, which is comprised primarily of natural gas and electricity. We are therefore sensitive to movements in natural gas prices. Assuming normal operating conditions, we annually consume a total of approximately 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

Borrowings under the Revolving Loan bear interest either at the Alternative Base Rate plus the Applicable Margin or at the Adjusted LIBOR Rate plus the Applicable Margin, all as defined in the agreement. The Applicable Margin ranges from 1.50% to 2.25% for Adjusted LIBOR Rate Loans and from 0.50% to 1.25% for Alternative Base Rate Loans, depending on the Company's debt rating. If this facility were fully drawn, a one percent change in the interest rate would increase or decrease our interest expense by $25.0 million annually.

The Rail Facility 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 $1.5 million change in our interest expense, assuming the $150.0 million available under the Rail Facility were fully drawn.

We also have interest rate exposure in connection with our Statoil crude oil agreement 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 March 31, 2015. 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 March 31, 2015 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

The Delaware City Rail Terminal and DCR West Rack are collocated with the Delaware City refinery, and are located in Delaware's coastal zone where certain activities are regulated under the Delaware Coastal Zone act. On June 14, 2013, two administrative appeals were filed by the Sierra Club and Delaware Audubon (collectively the "Appellants") regarding an air permit Delaware City Refining 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 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 (the "EAB") 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 Delaware City Refining and the State of Delaware and dismissed the Appellants’ appeal for lack of standing. The Appellants appealed that decision to the Delaware Superior Court, New Castle County, Case No. N13A-09-001 ALR, and Delaware City Refining and the State of Delaware filed cross-appeals. A hearing on the second appeal before 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 also filed a Notice of Appeal with the Superior Court appealing the EAB’s decision. On March 31, 2015 the Superior Court affirmed the decisions by both the CZ Board and the EAB stating they both lacked jurisdiction to rule on the Appellants' appeal. The Appellants have appealed to the Delaware Supreme Court and briefing on the case is scheduled to occur in the second and third quarters of 2015. If the Appellants in one or both of these matters ultimately prevail, the outcome may have a material adverse effect on the Company's 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 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.

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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, 2014:

Risks Relating to Our Business and Industry

Changes in laws or standards affecting the transportation of North American crude oil by rail could significantly impact our operations, and as a result cause our costs to increase.

Investigations into past rail accidents involving the transport of crude oil have prompted government agencies and other interested parties to call for increased regulation of the transport of crude oil by rail including in the areas of crude oil constituents, rail car design, routing of trains and other matters. The Secretary of Transportation issued an Emergency Restriction/Prohibition Order (the “Order”) that was later amended and restated on March 6, 2014 governing shipments of petroleum crude oil offered in transportation by rail. The Order requires shippers to properly test and classify petroleum crude oil and further requires shippers to treat Class 3 petroleum crude oil transported by rail in tank cars as a Packing Group I or II hazardous material only. To the extent that the Order is applicable, we believe our operations already comply with it and that the Order will not have a material impact on our cash flows. Subsequently, on May 7, 2014, the DOT issued a Safety Advisory warning rail shippers and carriers against the use of older design “111” rail cars for shipments of crude oil from the Bakken region. We do not expect this Safety Advisory will affect our operations because all of the rail cars utilized in crude oil service are the newer designed “CPC-1232” rail cars. Also on May 7, 2014, the DOT issued an order requiring rail carriers to provide certain notifications to State agencies along routes utilized by trains over a certain length carrying crude oil. The required notifications do not affect our unloading operations. In addition, in November 2014, the DOT issued a final rule regarding safety training standards under the Rail Safety Improvement Act of 2008. The rule required each railroad or contractor to develop and submit a training program to perform regular oversight and annual written reviews. Recently, on May 1, 2015 the Pipeline and Hazardous Materials Safety Administration and the Federal Railroad Administration issued new final rules for enhanced tank car standards and operational controls for high-hazard flammable trains. While these new rules have just been issued and we are still evaluating the impact of these new rules, we do not believe the new rules will have a material impact on our operations or financial position and we believe we will be able to comply with the new rules without a material impact. If further changes in law, regulations or industry standards occur that result in requirements to reduce the volatile or flammable constituents in crude oil that is transported by rail, alter the design or standards for rail cars, change the routing or scheduling of trains carrying crude oil, or any other changes that detrimentally affect the economics of delivering North American crude oil by rail to our or subsequently to third party refineries, our costs could increase, which could have a material adverse effect on our financial condition, results of operations, cash flows and our ability to service our indebtedness.

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

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Exhibit Number	Description
10.1*‡	Consulting Services Agreement dated as of January 31, 2015 between PBF Investments LLC and Michael D. Gayda.
10.2*‡	Amended and Restated Employment dated as of January 1, 2015 between PBF Investments LLC and Todd O'Malley
31.1*	Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Holding Company LLC pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Erik Young, Chief Financial Officer of PBF Holding Company LLC pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*(1)	Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Holding Company LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*(1)	Certification of Erik Young, Chief Financial Officer of PBF Holding Company LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

 ——————————

*	Filed herewith.
‡	Indicates management compensatory plan or arrangement.
(1)	This exhibit should not be deemed to be "filed" for purposes of Section 18 of the Exchange Act.

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Signatures

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

		PBF Holding Company LLC
Date	May 13, 2015		By:	/s/ Erik Young
				Erik Young Senior Vice President, Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)
		PBF Finance Corporation
Date	May 13, 2015		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*‡	Consulting Services Agreement dated as of January 31, 2015 between PBF Investments LLC and Michael D. Gayda.
10.2*‡	Amended and Restated Employment dated as of January 1, 2015 between PBF Investments LLC and Todd O"Malley
31.1*	Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Holding Company LLC pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Erik Young, Chief Financial Officer of PBF Holding Company LLC pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*(1)	Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Holding Company LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*(1)	Certification of Erik Young, Chief Financial Officer of PBF Holding Company LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

 ——————————

*	Filed herewith.
‡	Indicates management compensatory plan or arrangement.
(1)	This exhibit should not be deemed to be "filed" for purposes of Section 18 of the Exchange Act.

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