10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended: March 31, 2017

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, 2017, 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

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 8, 2017, 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, 2017

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, 2017 and December 31, 2016	5
		Condensed Consolidated Statements of Operations for the three months ended March 31, 2017 and 2016	6
		Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2017 and 2016	7
		Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016	8
		Notes to Condensed Consolidated Financial Statements	9
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	50
	ITEM 4.	Controls and Procedures	52
PART II – OTHER INFORMATION
	ITEM 1.	Legal Proceedings	53
	ITEM 6.	Exhibits	56
SIGNATURES			57

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

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains certain "forward-looking statements" of expected future developments that involve risks and uncertainties. You can identify forward-looking statements because they contain words such as "believes," "expects," "may," "should," "seeks," "approximately," "intends," "plans," "estimates," 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 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Form 10-Q and the Annual Report on Form 10-K for the year ended December 31, 2016 of PBF Holding Company LLC and PBF Finance Corporation, which we refer to as our 2016 Annual Report on Form 10-K, and in our other filings with the SEC. All forward-looking information in this Quarterly Report on Form 10-Q and subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:

• supply, demand, prices and other market conditions for our products, 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 A&R Intermediation Agreements with J. Aron, which could have a material adverse effect on our liquidity, as we would be required to finance our intermediate and refined products inventory covered by the agreements. Additionally, we are obligated to repurchase from J. Aron certain intermediates and finished 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 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;

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

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

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

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

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

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

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

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

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

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

	March 31, 2017			December 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	217,545		$	626,705
Accounts receivable	608,391			615,881
Accounts receivable - affiliate	20,159			7,631
Affiliate note receivable	11,600			—
Inventories	2,085,958			1,863,560
Prepaid expense and other current assets	68,835			40,536
Total current assets	3,012,488			3,154,313
Property, plant and equipment, net	2,745,377			2,728,699
Investment in equity method investee	180,056			179,882
Deferred charges and other assets, net	605,451			504,003
Total assets	$	6,543,372		$	6,566,897
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	373,262		$	530,365
Accounts payable - affiliate	30,003			37,863
Accrued expenses	1,600,080			1,462,729
Deferred revenue	2,751			12,340
Total current liabilities	2,006,096			2,043,297
Long-term debt	1,579,686			1,576,559
Affiliate notes payable	—			86,298
Deferred tax liabilities	45,661			45,699
Other long-term liabilities	226,712			226,111
Total liabilities	3,858,155			3,977,964
Commitments and contingencies (Note 8)
Equity:
Member’s equity	2,317,366			2,155,863
Retained earnings	380,866			446,519
Accumulated other comprehensive loss	(25,641		)	(25,962		)
Total PBF Holding Company LLC equity	2,672,591			2,576,420
Noncontrolling interest	12,626			12,513
Total equity	2,685,217			2,588,933
Total liabilities and equity	$	6,543,372		$	6,566,897

See notes to condensed consolidated financial statements.

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PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands)

	Three Months Ended   March 31,
	2017			2016
Revenues	$	4,750,198		$	2,800,185
Cost and expenses
Cost of sales, excluding depreciation	4,251,754			2,445,983
Operating expenses, excluding depreciation	436,853			296,639
General and administrative expenses	40,479			33,269
Equity (income) loss in investee	(3,599		)	—
Loss on sale of assets	883			—
Depreciation and amortization expense	55,690			54,293
	4,782,060			2,830,184
Income (loss) from operations	(31,862		)	(29,999		)
Other income (expenses)
Change in fair value of catalyst leases	(2,588		)	(2,885		)
Interest expense, net	(30,656		)	(33,271		)
Income (loss) before income taxes	(65,106		)	(66,155		)
Income tax expense	434			32,273
Net income (loss)	(65,540		)	(98,428		)
Less: net income attributable to noncontrolling interests	113			303
Net income (loss) attributable to PBF Holding Company LLC	$	(65,653	)	$	(98,731	)

See notes to condensed consolidated financial statements.

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PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited, in thousands)

	Three Months Ended   March 31,
	2017			2016
Net income (loss)	$	(65,540	)	$	(98,428	)
Other comprehensive income:
Unrealized gain on available for sale securities	34			306
Net gain on pension and other post-retirement benefits	287			316
Total other comprehensive income	321			622
Comprehensive income (loss)	(65,219		)	(97,806		)
Less: comprehensive income attributable to noncontrolling interests	113			303
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	(65,332	)	$	(98,109	)

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,
	2017			2016
Cash flows from operating activities:
Net income (loss)	$	(65,540	)	$	(98,428	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operations:
Depreciation and amortization	57,869			56,532
Stock-based compensation	5,345			2,621
Change in fair value of catalyst leases	2,588			2,885
Deferred income taxes	(38		)	31,487
Non-cash lower of cost or market inventory adjustment	16,039			(59,063		)
Non-cash change in inventory repurchase obligations	(23,124		)	35,147
Pension and other post-retirement benefit costs	10,560			7,680
Undistributed earnings of equity method investee	(174		)	—
Loss on sale of assets	883			—
Changes in operating assets and liabilities:
Accounts receivable	7,490			(86,765		)
Due to/from affiliates	(8,581		)	746
Inventories	(238,437		)	4,035
Prepaid expense and other current assets	(28,299		)	(28,142		)
Accounts payable	(188,813		)	72,966
Accrued expenses	183,139			18,167
Deferred revenue	(9,589		)	(889		)
Other assets and liabilities	(25,942		)	(2,200		)
Net cash used in operations	(304,624		)	(43,221		)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(95,676		)	(42,731		)
Expenditures for deferred turnaround costs	(64,371		)	(82,747		)
Expenditures for other assets	(14,847		)	(17,163		)
Chalmette Acquisition working capital settlement	—			(2,659		)
Net cash used in investing activities	(174,894		)	(145,300		)
Cash flows from financing activities:
Contributions from PBF LLC	72,000			—
Distributions to members	—			(30,829		)
Repayment of affiliate notes payable	—			(517		)
Repayments of PBF Rail term loan	(1,642		)	—
Proceeds from revolver borrowings	200,000			—
Repayment of revolver borrowings	(200,000		)	—
Net cash provided by (used in) financing activities	70,358			(31,346		)
Net decrease in cash and cash equivalents	(409,160		)	(219,867		)
Cash and cash equivalents, beginning of period	626,705			914,749
Cash and cash equivalents, end of period	$	217,545		$	694,882
Supplemental cash flow disclosures
Non-cash activities:
Distribution of assets to PBF Energy Company LLC	25,547			—
Accrued and unpaid capital expenditures	53,652			7,619
Conversion of affiliate notes payable to capital contribution	86,298			—

See notes to condensed consolidated financial statements.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description of the Business

PBF Holding Company LLC (“PBF Holding” or the “Company”), a Delaware limited liability company, 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 96.6% of the outstanding economic interest in, PBF LLC as of March 31, 2017. PBF Investments LLC (“PBF Investments”), Toledo Refining Company LLC (“Toledo Refining” or “TRC”), Paulsboro Refining Company LLC (“Paulsboro Refining” or “PRC”), Delaware City Refining Company LLC (“Delaware City Refining” or “DCR”), Chalmette Refining, L.L.C. (“Chalmette Refining”), PBF Western Region LLC (“PBF Western Region”), Torrance Refining Company LLC (“Torrance Refining”) and Torrance Logistics Company LLC are PBF LLC’s principal operating subsidiaries and are all wholly-owned subsidiaries of PBF Holding. Collectively, PBF Holding and its consolidated subsidiaries are referred to hereinafter as the “Company”.

On May 14, 2014, PBF Logistics LP (“PBFX”), a Delaware master limited partnership, completed its initial public offering (the “PBFX Offering”). PBF Logistics GP LLC (“PBF GP”) serves as the general partner of PBFX. PBF GP is wholly-owned by PBF LLC. In connection with the PBFX Offering, PBF Holding contributed to PBFX the assets and liabilities of certain crude oil terminaling assets. In a series of additional transactions subsequent to the PBFX Offering, PBF Holding distributed certain additional assets to PBF LLC, which in turn contributed those assets to PBFX. PBF Holding and PBF LLC entered into additional transactions with PBFX since the PBFX Offering (as described in “Note 7 - Related Party Transactions”).

Substantially all of the Company’s operations are in the United States. As of March 31, 2017, the Company’s oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and have been aggregated to form one reportable segment. To generate earnings and cash flows from operations, the Company is primarily dependent upon processing crude oil and selling refined petroleum products at margins sufficient to cover fixed and variable costs and other expenses. Crude oil and refined petroleum products are commodities; and factors largely out of the Company’s control can cause prices to vary over time. The potential margin volatility can have a material effect on the Company’s financial position, earnings and cash flow.

Basis of Presentation

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

Reclassification

Certain amounts previously reported in the Company's condensed consolidated financial statements for prior periods have been reclassified to conform to the 2017 presentation. These reclassifications include certain details about accrued expenses in that footnote.

9

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Recently Adopted Accounting Guidance

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

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

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

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

Recent Accounting Pronouncements

In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (“ASU 2015-14”), which defers the effective date of ASU 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”) for all entities by one year. Additional ASUs have been issued in 2016 that provide certain implementation guidance related to ASU 2014-09 (collectively, the Company refers to ASU 2014-09 and these additional ASUs as the “Updated Revenue Recognition Guidance”). The Updated Revenue Recognition Guidance will replace most existing revenue recognition guidance in GAAP when it becomes effective. Under ASU 2015-14, this guidance becomes effective for interim and annual periods beginning after December 15, 2017 and permits the use of either the retrospective or modified retrospective transition method. Under ASU 2015-14, early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company has established a working group to assess

10

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

the Updated Revenue Recognition Guidance, including its impact on the Company’s business processes, accounting systems, controls and financial statement disclosures. The Company’s preliminary expectation is that it will adopt this guidance using the modified retrospective method whereby a cumulative effect adjustment is recognized upon adoption and the Updated Revenue Recognition Guidance is applied prospectively. It is not anticipated that the Company will early adopt this new guidance. The working group is in the early stages of its implementation plan and continues to evaluate the impact of this new standard on the Company’s consolidated financial statements and related disclosures. Although the Company’s analysis of the new standard is still in process and interpretative and industry specific guidance is still developing, the Company currently does not expect the new standard to have a material impact on the amount or timing of revenues recognized for the majority of its revenue arrangements.

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

In March 2017, the FASB issued ASU 2017-07 “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”), which provides guidance to improve the reporting of net benefit cost in the income statement and on the components eligible for capitalization in assets. Under the new guidance, employers will present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. Only the service cost component will be eligible for capitalization in assets. Additionally, under this guidance, employers will present the other components of the net periodic benefit cost separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. These components will not be eligible for capitalization in assets. Employers will apply the guidance on the presentation of the components of net periodic benefit cost in the income statement retrospectively. The guidance limiting the capitalization of net periodic benefit cost in assets to the service cost component will be applied prospectively. The guidance includes a practical expedient allowing entities to estimate amounts for comparative periods using the information previously disclosed in their pension and other postretirement benefit plan note to the financial statements. The amendments in this ASU are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

2. ACQUISITIONS

Torrance Acquisition

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

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

The Company accounted for the Torrance Acquisition as a business combination under GAAP whereby the Company recognizes assets acquired and liabilities assumed in an acquisition at their estimated fair values as of the date of acquisition. The purchase valuation was in process as of March 31, 2017 as the purchase price and fair value allocation may be subject to adjustment pending completion of our assessment of the estimated costs and duration of certain assumed pre-existing environmental obligations.

The total purchase consideration and the fair values of the assets and liabilities at the acquisition date, which may be subject to adjustment as noted above, were as follows:

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

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

	Fair Value Allocation
Inventories	$	404,542
Prepaid expenses and other current assets	1,186
Property, plant and equipment	703,443
Deferred charges and other assets, net	68,053
Accounts payable	(2,688		)
Accrued expenses	(64,137		)
Other long-term liabilities	(138,467		)
Fair value of net assets acquired	$	971,932

The Company’s condensed consolidated financial statements for the three months ended March 31, 2017 include the results of operations of the Torrance refinery and related logistics assets subsequent to the Torrance Acquisition whereas the same period in 2016 does not include the results of operations of such assets. On an unaudited pro forma basis, the revenues and net income of the Company assuming the Torrance Acquisition had occurred on January 1, 2015, are shown below. The unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisition occurred on January 1, 2015, nor is the financial information indicative of the results of future operations. The unaudited pro forma financial information includes the depreciation and amortization expense attributable to the Torrance Acquisition and interest expense associated with the related financing.

12

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

	Three Months Ended March 31, 2016
Pro forma revenues	$	3,339,691
Pro forma net loss attributable to PBF Holding LLC	$	(200,167	)

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

Chalmette Acquisition

On November 1, 2015, the Company acquired from ExxonMobil, Mobil Pipe Line Company and PDV Chalmette, L.L.C., 100% of the ownership interests of Chalmette Refining, which owns the Chalmette refinery and related logistics assets (collectively, the “Chalmette Acquisition”). While the Company’s condensed consolidated financial statements for both the three months ended March 31, 2017 and 2016 include the results of operations of Chalmette Refining, the final working capital settlement for the Chalmette Acquisition was finalized in the first quarter of 2016. Additionally, certain acquisition related costs for the Chalmette Acquisition were recorded in the first quarter of 2016.

Acquisition Expenses

The Company incurred acquisition related costs consisting primarily of consulting and legal expenses related to completed, pending and non-consummated acquisitions of $372 and $4,724 in the three months ended March 31, 2017 and 2016, respectively. These costs are included in the condensed consolidated statements of operations in General and administrative expenses.

3. INVENTORIES

Inventories consisted of the following:

March 31, 2017
	Titled Inventory			Inventory Intermediation Arrangements			Total
Crude oil and feedstocks	$	1,333,336		$	—		$	1,333,336
Refined products and blendstocks	920,573			351,917			1,272,490
Warehouse stock and other	92,159			—			92,159
	$	2,346,068		$	351,917		$	2,697,985
Lower of cost or market adjustment	(513,090		)	(98,937		)	(612,027		)
Total inventories	$	1,832,978		$	252,980		$	2,085,958

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

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Inventory under inventory intermediation arrangements included certain light finished products sold to counterparties in connection with the amended and restated inventory intermediation agreements (“A&R Intermediation Agreements”) with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. (“J. Aron”) and stored in the Paulsboro and Delaware City refineries’ storage facilities.

During the three months ended March 31, 2017, the Company recorded an adjustment to value its inventories to the lower of cost or market which decreased both operating income and net income by $16,039 reflecting the net change in the lower of cost or market inventory reserve from $595,988 at December 31, 2016 to $612,027 at March 31, 2017. During the three months ended March 31, 2016, the Company recorded an adjustment to value its inventories to the lower of cost or market which increased both operating income and net income by $59,063 reflecting the net change in the lower of cost or market inventory reserve from $1,117,336 at December 31, 2015 to $1,058,273 at March 31, 2016.

4. ACCRUED EXPENSES

Accrued expenses consisted of the following:

	March 31, 2017		December 31, 2016
Inventory-related accruals	$	797,959	$	810,027
Inventory intermediation arrangements	233,289		225,524
Renewable energy credit and emissions obligations	182,328		70,158
Excise and sales tax payable	98,524		86,046
Accrued transportation costs	80,882		89,830
Accrued refinery maintenance and support costs	38,285		28,670
Accrued utilities	35,563		44,190
Accrued interest	24,091		28,934
Accrued capital expenditures	21,942		33,610
Customer deposits	21,758		9,215
Accrued salaries and benefits	13,513		17,466
Environmental liabilities	9,538		8,882
Other	42,408		10,177
Total accrued expenses	$	1,600,080	$	1,462,729

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

The Company is subject to obligations to purchase RINs required to comply with the Renewable Fuels Standard. The Company’s overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by the Environmental Protection Agency (“EPA”). To the degree the Company is unable to blend the required amount of biofuels to satisfy our RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in Accrued expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid expenses and other current assets when the amount of RINs earned and purchased is greater than the RINs liability. In addition, the Company is subject to obligations to comply with federal and state legislative and regulatory measures to address environmental compliance and greenhouse gas and other emissions, including AB 32 in California. These

14

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

requirements include incremental costs to operate and maintain our facilities as well as to implement and manage new emission controls and programs, which have contributed to the increase in accrued environmental liabilities and emission obligations following the Torrance Acquisition. Renewable energy credit and emissions obligations fluctuate with the volume of applicable product sales and timing of credit purchases.

5. INCOME TAXES

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

The two acquired subsidiaries incurred $224 and $799 of income tax expense for the three months ended March 31, 2017 and 2016, respectively. PBF Holding incurred income tax expense of $210 and $31,474 attributable to PBF Ltd. for the three months ended March 31, 2017 and 2016, respectively. During the preparation of the financial statements for the first quarter of 2016, management determined that the deferred income tax liabilities for PBF Ltd. were understated for prior periods. For the three months ended March 31, 2016, the Company incurred $30,602 of deferred tax expense and $121 of current tax expense relating to a correction of prior periods.

6. AFFILIATE NOTES PAYABLE

As of March 31, 2017, PBF Holding had no outstanding affiliate notes payable with PBF Energy and PBF LLC ($86,298 outstanding as of December 31, 2016). 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. Additional borrowings may be made by PBF Holding under such affiliate notes payable from time to time. In the fourth quarter of 2016, the notes were extended to 2021. In the fourth quarter of 2016, PBF LLC converted $379,947 of the outstanding notes payable from PBF Holding to a capital contribution. In the first quarter of 2017, PBF LLC converted the full amount of outstanding notes payable from PBF Holding of $86,298 to a capital contribution. Therefore, as of March 31, 2017, PBF Holding had no outstanding affiliate notes payable with PBF Energy and PBF LLC ($86,298 outstanding as of December 31, 2016).

7. RELATED PARTY TRANSACTIONS

Transactions and Agreements with PBFX

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, pipeline and storage services agreements with PBFX under which PBFX provides commercial transportation, terminaling, storage and pipeline services to the Company. These agreements with PBFX include:

Contribution Agreements

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

Pursuant to a Contribution Agreement entered into on February 15, 2017, PBF Holding contributed all of the issued and outstanding limited liability company interests of Paulsboro Natural Gas Pipeline Company LLC (“PNGPC”) to PBF LLC. PBFX Operating Company LP (“PBFX Op Co”), PBFX’s wholly-owned subsidiary, in turn acquired the limited liability company interests in PNGPC from PBF LLC in connection with the Contribution Agreement

15

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

effective February 28, 2017. PNGPC owns and operates the Paulsboro Natural Gas Pipeline, an existing interstate natural gas pipeline which serves PBF Holding's Paulsboro refinery, and is subject to regulation by the Federal Energy Regulatory Commission (“FERC”). PNGPC has FERC approval for, and is in the process of constructing, a new pipeline (the “New Pipeline”) to replace the existing pipeline.

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

Commercial Agreements

In connection with the Contribution Agreements, PBF Holding entered into long-term, fee-based commercial agreements with PBFX. Under these agreements, PBFX provides various pipeline, 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 supported by contractual fee escalations for inflation adjustments and certain increases in operating costs. PBF Holding believes the terms and conditions under these agreements, as well as the Omnibus Agreement (as defined below) and the Services Agreement (as defined below) each with PBFX, are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services.

These commercial agreements (as defined in the table below) with PBFX include:

16

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Service Agreements	Initiation Date	Initial Term	Renewals (a)	Minimum Volume Commitments	Force Majeure
Transportation and Terminaling
Delaware City Rail Terminaling Services Agreement	5/8/2014	7 years, 8 months	2 x 5	85,000 bpd	PBFX or PBF Holding can declare
Toledo Truck Unloading & Terminaling Services Agreement	5/8/2014	7 years, 8 months	2 x 5	5,500 bpd
Delaware West Ladder Rack Terminaling Services Agreement	10/1/2014	7 years, 3 months	2 x 5	40,000 bpd
Toledo Storage Facility Storage and Terminaling Services Agreement- Terminaling Facility	12/12/2014	10 years	2 x 5	4,400 bpd
Delaware Pipeline Services Agreement	5/15/2015	10 years, 8 months	2 x 5	50,000 bpd
Delaware Pipeline Services Agreement- Magellan Connection	11/1/2016	2 years, 5 months	N/A	14,500 bpd
Delaware City Truck Loading Services Agreement- Gasoline	5/15/2015	10 years, 8 months	2 x 5	30,000 bpd
Delaware City Truck Loading Services Agreement- LPGs	5/15/2015	10 years, 8 months	2 x 5	5,000 bpd
Torrance Valley Pipeline Transportation Services Agreement- North Pipeline	8/31/2016	10 years	2 x 5	50,000 bpd
Torrance Valley Pipeline Transportation Services Agreement- South Pipeline	8/31/2016	10 years	2 x 5	70,000 bpd
Torrance Valley Pipeline Transportation Services Agreement- Midway Storage Tank	8/31/2016	10 years	2 x 5	55,000 barrels (c)
Torrance Valley Pipeline Transportation Services Agreement- Emido Storage Tank	8/31/2016	10 years	2 x 5	900,000 barrels per month
Torrance Valley Pipeline Transportation Services Agreement- Belridge Storage Tank	8/31/2016	10 years	2 x 5	770,000 barrels per month
Paulsboro Natural Gas Pipeline Services Agreement (b)	9/1/2011	15 years	Evergreen	N/A
Storage
Toledo Storage Facility Storage and Terminaling Services Agreement- Storage Facility	12/12/2014	10 years	2 x 5	3,849,271 barrels (c)	PBFX or PBF Holding can declare
Chalmette Storage Agreement (d)	See note (d)	10 years	2 x 5	625,000 barrels

____________________

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

(b) In connection with the PNGPC Acquisition, PBFX assumed the current commercial transportation agreement between PNGPC and the Paulsboro refinery. Subsequent to the completion of the New Pipeline, PBF Holding will enter into a new transportation agreement with PBFX.

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

17

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(d) The Chalmette Storage Agreement was entered into on February 15, 2017 but commences at the earlier of November 1, 2017 or the completion of the Chalmette Storage Tank construction (as defined below).

In addition, PBF Holding entered into additional commercial agreements with PBFX related to the four refined products terminals in the greater Philadelphia region (the “East Coast Terminals”) acquired by PBFX in April 2016. These agreements have initial terms ranging from approximately three months to five years and include:

• tank lease agreements, under which PBFX provides tank lease services to PBF Holding at the East Coast Terminals, with MVCs of total aggregate shell capacity; and

• terminaling service agreements, under which PBFX provides terminaling and other services to PBF Holding at the East Coast Terminals. The terminaling service agreements have no MVCs and are billed based on actual volumes throughput, other than a terminaling services agreement between the East Coast Terminals’ Paulsboro, New Jersey location and PBF Holding with a 15,000 bpd MVC.

Other Agreements

In addition to the commercial agreements described above, at the closing of the PBFX Offering, PBFX entered into an omnibus agreement, which has been amended and restated in connection with the closing of certain transactions contemplated by the Contribution Agreements with PBF GP, PBF LLC and PBF Holding (as amended, the “Omnibus Agreement”). The Omnibus Agreement addresses the payment of an annual fee for the provision of various general and administrative services and reimbursement of salary and benefit costs for certain PBF Energy employees. The annual fee was increased to $6,900 per year effective as of January 1, 2017.

In connection with the PBFX Offering, PBFX also entered into an Operation and Management Services and Secondment Agreement with PBF Holding and certain of its subsidiaries, pursuant to which PBF Holding and its subsidiaries provides PBFX with the personnel necessary for PBFX to perform its obligations under its commercial agreements. 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. On February 28, 2017, PBF Holding and PBFX entered into the Fifth Amended and Restated Services Agreement (as amended, the “Services Agreement”) in connection with the PNGPC Acquisition resulting in an increase to the annual fee to $6,696. The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that PBFX may terminate any service on 30 days’ notice.

On February 15, 2017, PBF Holding into a ten-year storage services agreement (the “Chalmette Storage Agreement”) with PBFX Op Co under which PBFX Op Co will provide storage services to PBF Holding upon the earlier of November 1, 2017 and the completion of construction of a new tank at the Chalmette refinery (the “Chalmette Storage Tank”). PBFX Op Co and Chalmette Refining, L.L.C. (“Chalmette Refining”) have entered into a twenty-year lease for the premises upon which the tank will be located (the “Lease”) and a project management agreement pursuant to which Chalmette Refining will manage the construction of the tank. The Lease can be extended by PBFX Op Co for two additional ten year terms.

Summary of Transactions with PBFX

A summary of revenue and expense transactions with PBFX is as follows:

	Three Months Ended March 31,
	2017		2016
Revenues under affiliate agreements:
Services Agreement	$	1,618	$	1,122
Omnibus Agreement	1,654		844
Total expenses under affiliate agreements	56,202		36,549

18

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

8. COMMITMENTS AND CONTINGENCIES

Environmental Matters

The Company’s refineries, pipelines and related operations are subject to extensive and frequently changing federal, state and local laws and regulations, including, but not limited to, those relating to the discharge of materials into the environment or that otherwise relate to the protection of the environment, 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 Paulsboro environmental liability of $11,454 recorded as of March 31, 2017 ($10,792 as of December 31, 2016) represents the present value of expected future costs discounted at a rate of 8.0%. The current portion of the environmental liability is recorded in Accrued expenses and the non-current portion is recorded in Other long-term liabilities. 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.

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

As of November 1, 2015, the Company acquired Chalmette Refining, which was in discussions with the Louisiana Department of Environmental Quality (“LDEQ”) to resolve self-reported deviations from refinery operations relating to certain Clean Air Act Title V permit conditions, limits and other requirements. LDEQ commenced an enforcement action against Chalmette Refining on November 14, 2014 by issuing a Consolidated Compliance Order and Notice of Potential Penalty (the “Order”) covering deviations from 2009 and 2010. Chalmette Refining and LDEQ subsequently entered into a dispute resolution agreement, the enforcement of which has been suspended while negotiations are ongoing, which may include the resolution of deviations outside the periods covered by the Order. In February 2017, Chalmette Refining and the LDEQ met to resolve the issues under the Order, including the assessment of an administrative penalty against Chalmette Refining. Although a resolution has not been finalized, the administrative penalty is anticipated to be approximately $700, including beneficial environmental projects. To the extent the administrative penalty exceeds such amount, it is not expected to be material to the Company.

On January 24, 2017, in connection with a Clean Air Act inspection in May 2014 by the EPA to determine compliance with 40 CFR Subpart 68 Chemical Accident Prevention Provisions, EPA notified the Chalmette refinery of its intent to bring an enforcement action on two findings from the audit. No settlement or penalty demand has been received to date. It is reasonably possible that EPA will assess penalties in these matters but any such amount is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

19

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

On February 3, 2011, EPA sent a request for information pursuant to Section 114 of the Clean Air Act to the Paulsboro refinery with respect to compliance with EPA standards governing flaring. The refinery and the EPA have reached agreement on settlement, which includes a civil penalty of $180. The refinery is waiting for the consent decree to be lodged.

On February 14, 2017, the New Jersey Department of Environmental Protection (“NJDEP”) submitted a proposed Administrative Consent Order (“ACO”) which covers air emission violations from 2013 through 2016 and work practice standards that were not subject to an affirmative defense at the Paulsboro refinery. In settlement of the violations, the NJDEP has proposed that the Paulsboro refinery pay a civil administrative penalty of $313, which includes $153 for a supplemental environmental project. If the offer is accepted, the remaining $160 shall be remitted by the Paulsboro refinery within 30 days of receipt of the offer. This amount is not material to the Company, individually or in the aggregate.

In connection with the acquisition of the Torrance refinery and related logistics assets, the Company assumed certain pre-existing environmental liabilities totaling $140,417 as of March 31, 2017 ($142,456 as of December 31, 2016), related to certain environmental remediation obligations to address existing soil and groundwater contamination and monitoring and other clean up activities, which reflects the current estimated cost of the remediation obligations. The current portion of the environmental liability is recorded in Accrued expenses and the non-current portion is recorded in Other long-term liabilities. In addition, in connection with the acquisition of the Torrance refinery and related logistics assets, the Company purchased a ten year, $100,000 environmental insurance policy to insure against unknown environmental liabilities. Furthermore, in connection with the acquisition, the Company assumed responsibility for certain specified environmental matters that occurred prior to the Company’s ownership of the refinery. Specifically, the Company assumed responsibility for specified NOVs issued by the Southern California Air Quality Management District (“SCAQMD”) in various years before the Company’s ownership.

Additionally, subsequent to the acquisition, the Company received further NOVs from the SCAQMD as well as from the City of Torrance and the City of Torrance Fire Department related to alleged operational violations, emission discharges and/or flaring incidents at the refinery. With the exception of one NOV for which a proposed

20

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

settlement is less than $100, no settlement or penalty demands have been received to date with respect to the other NOVs. As the ultimate outcomes are uncertain, the Company cannot currently estimate the final amount or timing of their resolution. It is reasonably possible that SCAQMD and/or the City of Torrance will assess penalties in these matters but any such amount is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

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

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

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

The EPA published the final 2014-2016 standards under the Renewable Fuels Standard (“RFS”) late in 2015 and issued final 2017 RFS standards in November 2016. It is not clear that renewable fuel producers will be able to produce the volumes of these fuels required for blending in accordance with the 2017 standards. The final 2017 cellulosic standard is at approximately 135% of the 2016 standard. It is likely that cellulosic RIN production will be lower than needed forcing obligated parties, such as the Company, to purchase cellulosic “waiver credits” to comply in 2017 (the waiver credit option by regulation is only available for the cellulosic standard). The advanced and total RIN requirements were raised (by 7% and 3% respectively) above the original proposed level in May 2016. Production of advanced RINs has been below what is needed for compliance in 2016. Obligated parties, such as the Company, will likely be relying on the nesting feature of the biodiesel RIN to comply with the advanced standard in 2017. While the Company believes that total RIN production will be adequate for 2016 needs, the new 2017 standard will put obligated parties up against the E10 blendwall leaving little flexibility. Compliance in 2017 will likely rely on obligated parties drawing down the supply of excess RINs collectively known as the “RIN bank” and could tighten the RIN market potentially raising RIN prices further. The Company is actively supporting a proposal to change the point of obligation under the RFS program to the “blender” of renewable fuels. The Company believes this proposed change will level the playing field between participating parties in the program. The new presidential administration may be supportive of this proposal. Depending on how the new administration addresses this proposal and any future changes to the RFS 2 program there could be a material impact on the Company’s cost of compliance with RFS 2.

In addition, on December 1, 2015 the EPA finalized revisions to an existing air regulation concerning Maximum Achievable Control Technologies (“MACT”) for Petroleum Refineries. The regulation requires additional continuous monitoring systems for eligible process safety valves relieving to atmosphere, minimum flare gas heat (Btu) content, and delayed coke drum vent controls to be installed by January 30, 2019. In addition, a program for

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

ambient fence line monitoring for benzene will need to be implemented by January 30, 2018. The Company is currently evaluating the final standards to evaluate the impact of this regulation, and at this time does not anticipate it will have a material impact on the Company’s financial position, results of operations or cash flows.

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

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

However, subsequent to the acquisition, the Company is recovering the majority of these costs from its customers, and as such does not expect this obligation to materially impact the Company’s financial position, results of operations, or cash flows. To the degree there are unfavorable changes to AB 32 or SB 32 regulations or the Company is unable to recover such compliance costs from customers, these regulations could have a material adverse effect on our financial position, results of operations and cash flows.

The Company is subject to obligations to purchase RINs required to comply with the RFS. In late 2015, the EPA initiated enforcement proceedings against companies it believes produced invalid RINs. On October 13, 2016, PBF Holding and its subsidiaries, Toledo Refining Company LLC and Delaware City Refining Company LLC, were notified by the EPA that its records indicated that these entities used potentially invalid RINs. The EPA directed each of the subsidiaries to resubmit reports to remove the potentially invalid RINs and to replace the invalid RINs with valid RINs with the same D Code. The invalid RINs have been retired and the Company has executed settlement agreements with the EPA requiring the payment of penalties of $550.

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

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

PBF LLC Limited Liability Company Agreement

The holders of limited liability company interests in PBF LLC, including PBF Energy, generally have to include for purposes of calculating their U.S. federal, state and local income taxes their share of any taxable income of PBF LLC, regardless of whether such holders receive cash distributions from PBF LLC. PBF Energy ultimately

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

Tax Receivable Agreement

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

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

9. EMPLOYEE BENEFIT PLANS

In August 2016 the Company amended the PBF Energy Pension Plan and the Post-Retirement Medical Plan to, among other things, incorporate into the plan all employees who became employed at the Company’s California locations on July 1, 2016, in connection with the Torrance Acquisition. The amendments to the plan were effective

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

as of July 1, 2016. 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	2017			2016
Components of net periodic benefit cost:
Service cost	$	10,143		$	7,340
Interest cost	1,084			776
Expected return on plan assets	(1,442		)	(1,106		)
Amortization of prior service cost	13			13
Amortization of actuarial loss (gain)	113			194
Net periodic benefit cost	$	9,911		$	7,217

	Three Months Ended   March 31,
Post-Retirement Medical Plan	2017		2016
Components of net periodic benefit cost:
Service cost	$	316	$	220
Interest cost	172		134
Amortization of prior service cost	161		109
Amortization of actuarial loss (gain)	—		—
Net periodic benefit cost	$	649	$	463

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, 2017 and December 31, 2016.

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.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

	As of March 31, 2017
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
	Level 1		Level 2		Level 3
Assets:
Money market funds	$	30,663	$	—	$	—	$	30,663	N/A		$	30,663
Commodity contracts	17,980		290		—		18,270		(16,422	)	1,848
Derivatives included with inventory intermediation agreement obligations	—		29,182		—		29,182		—		29,182
Liabilities:
Commodity contracts	13,132		3,290		—		16,422		(16,422	)	—
Catalyst lease obligations	—		48,558		—		48,558		—		48,558

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

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

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

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

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

• The 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.

Non-qualified pension plan assets are measured at fair value using a market approach based on published net asset values of mutual funds as a practical expedient. As of March 31, 2017 and December 31, 2016, $9,513 and $9,440, respectively, were included within Deferred charges and other assets, net for these non-qualified pension plan assets.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

	Three Months Ended March 31,
	2017			2016
Balance at beginning of period	$	(84	)	$	3,543
Purchases	—			—
Settlements	45			(256		)
Unrealized gain (loss) included in earnings	39			(1,372		)
Transfers into Level 3	—			—
Transfers out of Level 3	—			—
Balance at end of period	$	—		$	1,915

There were no transfers between levels during the three months ended March 31, 2017 or 2016.

Fair value of debt

The table below summarizes the fair value and carrying value of debt as of March 31, 2017 and December 31, 2016.

	March 31, 2017				December 31, 2016
	Carrying value		Fair  value		Carrying  value		Fair value
Senior Secured Notes due 2020 (a)	$	671,189	$	692,332	$	670,867	$	696,098
Senior Secured Notes due 2023 (a)	500,000		506,911		500,000		498,801
Revolving Loan (b)	350,000		350,000		350,000		350,000
PBF Rail Term Loan (b)	33,358		33,358		35,000		35,000
Catalyst leases (c)	48,558		48,558		45,969		45,969
	1,603,105		1,631,159		1,601,836		1,625,868
Less - Current maturities	—		—		—		—
Less - Unamortized deferred financing costs	23,419		n/a		25,277		n/a
Long-term debt	$	1,579,686	$	1,631,159	$	1,576,559	$	1,625,868

(a) The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the Senior Secured Notes.

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

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

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

11. DERIVATIVES

The Company uses derivative instruments to mitigate certain exposures to commodity price risk. 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 intermediates and refined products under these agreements are derivative instruments that have been designated as fair value hedges in order to hedge the commodity price volatility of certain refinery inventory. The fair value of these purchase obligation derivatives is based on market prices of the underlying intermediates and refined products. The level of activity for these derivatives is based on the level of operating inventories.

As of March 31, 2017, there were 3,471,786 barrels of intermediates and refined products (2,942,348 barrels at December 31, 2016) outstanding under these derivative instruments designated as fair value hedges and no barrels (no barrels at December 31, 2016) 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, 2017, there were 14,845,000 barrels of crude oil and 6,714,000 barrels of refined products (5,950,000 and 2,831,000, respectively, as of December 31, 2016), 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, 2017 and December 31, 2016 and the line items in the condensed 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, 2017:
Derivatives included with the inventory intermediation agreement obligations	Accrued expenses	$	29,182
December 31, 2016:
Derivatives included with the inventory intermediation agreement obligations	Accrued expenses	$	6,058
Derivatives not designated as hedging instruments:
March 31, 2017:
Commodity contracts	Accounts receivable	$	1,848
December 31, 2016:
Commodity contracts	Accrued expenses	$	3,508

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The following table provides information about the gains or losses recognized in income on these derivative instruments and the line items in the condensed 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, 2017:
Derivatives included with the inventory intermediation agreement obligations	Cost of sales	$	23,124
For the three months ended March 31, 2016:
Derivatives included with the inventory intermediation agreement obligations	Cost of sales	$	(35,146	)
Derivatives not designated as hedging instruments:
For the three months ended March 31, 2017:
Commodity contracts	Cost of sales	$	391
For the three months ended March 31, 2016:
Commodity contracts	Cost of sales	$	(19,953	)
Hedged items designated in fair value hedges:
For the three months ended March 31, 2017:
Intermediate and refined product inventory	Cost of sales	$	(23,124	)
For the three months ended March 31, 2016:
Intermediate and refined product inventory	Cost of sales	$	35,146

The Company had no ineffectiveness related to the Company’s fair value hedges for the three months ended March 31, 2017 and 2016.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

12. SUBSEQUENT EVENTS

Dividend Declared

On May 4, 2017, PBF Energy, PBF Holding’s indirect parent, announced a dividend of $0.30 per share on outstanding Class A common stock. The dividend is payable on May 31, 2017 to PBF Energy Class A common stockholders of record at the close of business on May 16, 2017.

Inventory Intermediation Agreements

On May 4, 2017, PBF Holding and its subsidiaries, DCR and PRC, entered into amendments to the inventory intermediation agreements (as amended, the "Intermediation Agreement Amendments") with J. Aron, pursuant to which certain terms of the existing inventory intermediation agreements were amended, including, among other things, pricing and an extension of the terms. The Intermediation Agreement Amendment by and among J. Aron, PBF Holding and PRC relating to the A&R Intermediation Agreement for the Paulsboro refinery extends the term to January 2, 2018, which term may be further extended by mutual consent of the parties to July 1, 2019. The Intermediation Agreement Amendment by and among J. Aron, PBF Holding and DCR relating to the A&R Intermediation Agreement for the Delaware City refinery extends the term to July 1, 2019, which term may be further extended by mutual consent of the parties to July 1, 2020.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

PBF Services Company, Delaware City Refining Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Toledo Refining Company LLC, Chalmette Refining, L.L.C., PBF Western Region LLC, Torrance Refining Company LLC, Torrance Logistics Company LLC and PBF Investments LLC are 100% owned subsidiaries of PBF Holding and serve as guarantors of the obligations under the Senior 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 indentures dated February 9, 2012 and November 24, 2015, among PBF Holding, PBF Finance, the guarantors party thereto and Wilmington Trust, National Association, governs subsidiaries designated as “Guarantor Subsidiaries”. PBF Energy Limited, PBF Transportation Company LLC, PBF Rail Logistics Company LLC, MOEM Pipeline LLC, Collins Pipeline Company, T&M Terminal Company, TVP Holding Company LLC (“TVP Holding”), Torrance Basin Pipeline Company LLC and Torrance Pipeline Company LLC are consolidated subsidiaries of the Company that are not guarantors of the Senior Secured Notes. Additionally, our 50% equity investment in Torrance Valley Pipeline Company, held by TVP Holding is included in our Non-Guarantor financial position and results of operations and cash flows as TVP Holding is not a guarantor of the Senior 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 and the Non-Guarantor Subsidiaries, the combining and consolidating adjustments and eliminations and the Issuer’s consolidated accounts for the dates and periods indicated. For purposes of the following combining and consolidating information, the Issuer’s investment in its subsidiaries and the Guarantor subsidiaries’ investments in their subsidiaries are accounted for under the equity method of accounting.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	March 31, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	134,312		$	36,705		$	46,528		$	—		$	217,545
Accounts receivable	577,601			6,863			23,927			—			608,391
Accounts receivable - affiliate	652			18,908			599			—			20,159
Affiliate note receivable	—			11,600			—			—			11,600
Inventories	1,877,091			—			208,867			—			2,085,958
Prepaid expense and other current assets	26,453			42,153			229			—			68,835
Due from related parties	25,381,354			22,185,000			5,190,264			(52,756,618		)	—
Total current assets	27,997,463			22,301,229			5,470,414			(52,756,618		)	3,012,488
Property, plant and equipment, net	31,859			2,472,462			241,056			—			2,745,377
Investment in subsidiaries	340,774			436,400			—			(777,174		)	—
Investment in equity method investee	—			—			180,056			—			180,056
Deferred charges and other assets, net	32,393			573,058			—			—			605,451
Total assets	$	28,402,489		$	25,783,149		$	5,891,526		$	(53,533,792	)	$	6,543,372
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	199,929		$	163,115		$	10,218		$	—		$	373,262
Accounts payable - affiliate	30,030			68			(95		)	—			30,003
Accrued expenses	1,286,243			145,614			168,223			—			1,600,080
Deferred revenue	1,326			1,412			13			—			2,751
Due to related parties	22,670,320			24,878,148			5,208,150			(52,756,618		)	—
Total current liabilities	24,187,848			25,188,357			5,386,509			(52,756,618		)	2,006,096
Long-term debt	1,498,238			48,503			32,945			—			1,579,686
Deferred tax liabilities	—			—			45,661			—			45,661
Other long-term liabilities	31,186			192,056			3,470			—			226,712
Total liabilities	25,717,272			25,428,916			5,468,585			(52,756,618		)	3,858,155
Commitments and contingencies
Equity:
Member’s equity	2,317,366			1,714,778			371,731			(2,086,509		)	2,317,366
Retained earnings / (Accumulated deficit)	380,866			(1,364,935		)	51,210			1,313,725			380,866
Accumulated other comprehensive (loss) income	(25,641		)	(8,236		)	—			8,236			(25,641		)
Total PBF Holding Company LLC equity	2,672,591			341,607			422,941			(764,548		)	2,672,591
Noncontrolling interest	12,626			12,626			—			(12,626		)	12,626
Total equity	2,685,217			354,233			422,941			(777,174		)	2,685,217
Total liabilities and equity	$	28,402,489		$	25,783,149		$	5,891,526		$	(53,533,792	)	$	6,543,372

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	December 31, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	530,085		$	56,717		$	41,366	$	(1,463	)	$	626,705
Accounts receivable	599,147			7,999			8,735		—			615,881
Accounts receivable - affiliate	2,432			4,504			695		—			7,631
Inventories	1,680,058			—			183,502		—			1,863,560
Prepaid expense and other current assets	27,443			12,933			160		—			40,536
Due from related parties	24,141,120			21,883,569			4,692,799		(50,717,488		)	—
Total current assets	26,980,285			21,965,722			4,927,257		(50,718,951		)	3,154,313
Property, plant and equipment, net	33,772			2,452,877			242,050		—			2,728,699
Investment in subsidiaries	705,034			440,377			—		(1,145,411		)	—
Investment in equity method investee	—			—			179,882		—			179,882
Deferred charges and other assets, net	12,317			491,673			13		—			504,003
Total assets	$	27,731,408		$	25,350,649		$	5,349,202	$	(51,864,362	)	$	6,566,897
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	360,260		$	157,277		$	14,291	$	(1,463	)	$	530,365
Accounts payable - affiliate	37,077			786			—		—			37,863
Accrued expenses	1,094,581			201,935			166,213		—			1,462,729
Deferred revenue	10,901			1,438			1		—			12,340
Due to related parties	22,027,065			24,031,520			4,658,903		(50,717,488		)	—
Total current liabilities	23,529,884			24,392,956			4,839,408		(50,718,951		)	2,043,297
Long-term debt	1,496,085			45,908			34,566		—			1,576,559
Affiliate notes payable	86,298			—			—		—			86,298
Deferred tax liabilities	—			—			45,699		—			45,699
Other long-term liabilities	30,208			192,204			3,699		—			226,111
Total liabilities	25,142,475			24,631,068			4,923,372		(50,718,951		)	3,977,964
Commitments and contingencies
Equity:
Member’s equity	2,155,863			1,714,997			374,067		(2,089,064		)	2,155,863
Retained earnings / (accumulated deficit)	446,519			(999,693		)	51,763		947,930			446,519
Accumulated other comprehensive (loss) income	(25,962		)	(8,236		)	—		8,236			(25,962		)
Total PBF Holding Company LLC equity	2,576,420			707,068			425,830		(1,132,898		)	2,576,420
Noncontrolling interest	12,513			12,513			—		(12,513		)	12,513
Total equity	2,588,933			719,581			425,830		(1,145,411		)	2,588,933
Total liabilities and equity	$	27,731,408		$	25,350,649		$	5,349,202	$	(51,864,362	)	$	6,566,897

32

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, IN THOUSANDS, EXCEPT UNIT, BARREL AND PER 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, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	4,725,779		$	625,769		$	529,905		$	(1,131,255	)	$	4,750,198
Costs and expenses
Cost of sales, excluding depreciation	4,360,620			497,774			524,615			(1,131,255		)	4,251,754
Operating expenses, excluding depreciation	(5		)	429,530			7,328			—			436,853
General and administrative expenses	33,695			7,165			(381		)	—			40,479
Equity (income) loss in investee	—			—			(3,599		)	—			(3,599		)
Loss on sale of assets	—			883			—			—			883
Depreciation and amortization expense	1,762			52,047			1,881			—			55,690
	4,396,072			987,399			529,844			(1,131,255		)	4,782,060
Income (loss) from operations	329,707			(361,630		)	61			—			(31,862		)
Other income (expenses)
Equity in earnings (loss) of subsidiaries	(365,129		)	(553		)	—			365,682			—
Change in fair value of catalyst leases	—			(2,588		)	—			—			(2,588		)
Interest expense, net	(30,118		)	(358		)	(180		)	—			(30,656		)
Income (loss) before income taxes	(65,540		)	(365,129		)	(119		)	365,682			(65,106		)
Income tax expense	—			—			434			—			434
Net income (loss)	(65,540		)	(365,129		)	(553		)	365,682			(65,540		)
Less: net income (loss) attributable to noncontrolling interests	113			113			—			(113		)	113
Net income (loss) attributable to PBF Holding Company LLC	$	(65,653	)	$	(365,242	)	$	(553	)	$	365,795		$	(65,653	)
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	(65,332	)	$	(365,242	)	$	(553	)	$	365,795		$	(65,332	)

33

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, IN THOUSANDS, EXCEPT UNIT, BARREL AND PER 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, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	2,795,916		$	49,619		$	320,720		$	(366,070	)	$	2,800,185
Costs and expenses
Cost of sales, excluding depreciation	2,439,388			63,970			308,695			(366,070		)	2,445,983
Operating expenses, excluding depreciation	(372		)	294,034			2,977			—			296,639
General and administrative expenses	28,697			6,851			(2,279		)	—			33,269
Depreciation and amortization expense	1,697			50,742			1,854			—			54,293
	2,469,410			415,597			311,247			(366,070		)	2,830,184
Income (loss) from operations	326,506			(365,978		)	9,473			—			(29,999		)
Other income (expenses)
Equity in earnings (loss) of subsidiaries	(392,593		)	—			—			392,593			—
Change in fair value of catalyst leases	—			(2,885		)	—			—			(2,885		)
Interest expense, net	(32,341		)	(358		)	(572		)	—			(33,271		)
Income (loss) before income taxes	(98,428		)	(369,221		)	8,901			392,593			(66,155		)
Income tax expense	—			—			32,273			—			32,273
Net income (loss)	(98,428		)	(369,221		)	(23,372		)	392,593			(98,428		)
Less: net income attributable to noncontrolling interests	303			303			—			(303		)	303
Net income (loss) attributable to PBF Holding Company LLC	$	(98,731	)	$	(369,524	)	$	(23,372	)	$	392,896		$	(98,731	)
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	(98,109	)	$	(369,524	)	$	(23,372	)	$	392,896		$	(98,109	)

34

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Three Months Ended March 31, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	(65,540	)	$	(365,129	)	$	(553	)	$	365,682		$	(65,540	)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operations:
Depreciation and amortization	3,914			52,054			1,901			—			57,869
Stock-based compensation	—			5,345			—			—			5,345
Change in fair value of catalyst leases	—			2,588			—			—			2,588
Deferred income taxes	—			—			(38		)	—			(38		)
Non-cash lower of cost or market inventory adjustment	16,039			—			—			—			16,039
Non-cash change in inventory repurchase obligations	(23,124		)	—			—			—			(23,124		)
Pension and other post-retirement benefit costs	1,651			8,909			—			—			10,560
Undistributed earnings of equity method investee	—			—			(174		)	—			(174		)
Loss on sale of assets	—			883			—			—			883
Equity in earnings of subsidiaries	365,129			553			—			(365,682		)	—
Changes in operating assets and liabilities:
Accounts receivable	21,546			1,136			(15,192		)	—			7,490
Due to/from affiliates	(580,598		)	520,234			51,783			—			(8,581		)
Inventories	(213,072		)	—			(25,365		)	—			(238,437		)
Prepaid expenses and other current assets	992			(29,222		)	(69		)	—			(28,299		)
Accounts payable	(160,331		)	(25,872		)	(4,073		)	1,463			(188,813		)
Accrued expenses	196,138			(14,993		)	1,994			—			183,139
Deferred revenue	(9,575		)	(26		)	12			—			(9,589		)
Other assets and liabilities	(14,962		)	(7,752		)	(3,228		)	—			(25,942		)
Net cash (used in) provided by operations	(461,793		)	148,708			6,998			1,463			(304,624		)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(527		)	(94,955		)	(194		)	—			(95,676		)
Expenditures for deferred turnaround costs	—			(64,371		)	—			—			(64,371		)
Expenditures for other assets	—			(14,847		)	—			—			(14,847		)
Net cash used in investing activities	(527		)	(174,173		)	(194		)	—			(174,894		)
Cash flows from financing activities:
Contributions from PBF LLC	72,000			—			—			—			72,000
Repayments of PBF Rail term loan	—			—			(1,642		)	—			(1,642		)
Proceeds from revolver borrowings	200,000			—			—			—			200,000
Repayment of revolver borrowings	(200,000		)	—			—			—			(200,000		)
Due to/from affiliates	(5,453		)	5,453			—			—			—
Net cash provided by (used in) financing activities	66,547			5,453			(1,642		)	—			70,358
Net (decrease) increase in cash and cash equivalents	(395,773		)	(20,012		)	5,162			1,463			(409,160		)
Cash and cash equivalents, beginning of period	530,085			56,717			41,366			(1,463		)	626,705
Cash and cash equivalents, end of period	$	134,312		$	36,705		$	46,528		$	—		$	217,545

35

PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Three Months Ended March 31, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	(98,428	)	$	(369,221	)	$	(23,372	)	$	392,593		$	(98,428	)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operations:
Depreciation and amortization	3,884			50,700			1,948			—			56,532
Stock-based compensation	—			2,621			—			—			2,621
Change in fair value of catalyst leases	—			2,885			—			—			2,885
Deferred income taxes	—			—			31,487			—			31,487
Non-cash change in inventory repurchase obligations	—			35,147			—			—			35,147
Non-cash lower of cost of market inventory adjustment	(78,159		)	19,096			—			—			(59,063		)
Pension and other post-retirement benefit costs	1,732			5,948			—			—			7,680
Equity in earnings of subsidiaries	392,593			—			—			(392,593		)	—
Changes in operating assets and liabilities:
Accounts receivable	(97,973		)	6,717			4,491			—			(86,765		)
Due to/from affiliates	(412,569		)	416,735			(3,420		)	—			746
Inventories	55,526			(28,387		)	(23,104		)	—			4,035
Prepaid expense and other current assets	(6,227		)	(22,016		)	101			—			(28,142		)
Accounts payable	35,441			37,120			(577		)	982			72,966
Accrued expenses	(119		)	(3,661		)	21,947			—			18,167
Deferred revenue	(889		)	—			—			—			(889		)
Other assets and liabilities	(41		)	(3,511		)	1,352			—			(2,200		)
Net cash provided by (used in) operations	(205,229		)	150,173			10,853			982			(43,221		)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(5,466		)	(37,260		)	(5		)	—			(42,731		)
Expenditures for deferred turnaround costs	—			(82,747		)	—			—			(82,747		)
Expenditures for other assets	—			(17,163		)	—			—			(17,163		)
Chalmette Acquisition working capital settlement	—			(2,659		)	—			—			(2,659		)
Net cash used in investing activities	(5,466		)	(139,829		)	(5		)	—			(145,300		)
Cash flows from financing activities:
Distributions to members	(30,829		)	—			—			—			(30,829		)
Repayment of affiliate notes payable	(517		)	—			—			—			(517		)
Net cash used in financing activities	(31,346		)	—			—			—			(31,346		)
Net increase (decrease) in cash and cash equivalents	(242,041		)	10,344			10,848			982			(219,867		)
Cash and cash equivalents, beginning of period	882,820			6,236			28,968			(3,275		)	914,749
Cash and cash equivalents, end of period	$	640,779		$	16,580		$	39,816		$	(2,293	)	$	694,882

36

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

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

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

Overview

We are one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. We sell our products throughout the Northeast, Midwest, Gulf Coast and West Coast of the United States, as well as in other regions of the United States and Canada, and are able to ship products to other international destinations. As of March 31, 2017, we own and operate five domestic oil refineries and related assets. As of March 31, 2017, our refineries have a combined processing capacity, known as throughput, of approximately 900,000 barrels per day (“bpd”), and a weighted-average Nelson Complexity Index of 12.2. The Company’s oil refineries are aggregated into one reportable segment.

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

Refinery	Region	Nelson Complexity	Throughput Capacity (in barrels per day)	PADD	Crude Processed (1)	Source (1)
Delaware City	East Coast	11.3	190,000	1	medium and heavy sour crude	water, rail
Paulsboro	East Coast	13.2	180,000	1	medium and heavy sour crude	water, rail
Toledo	Mid-Continent	9.2	170,000	2	light, sweet crude	pipeline, truck, rail
Chalmette	Gulf Coast	12.7	189,000	3	light and heavy crude	water, pipeline
Torrance	West Coast	14.9	155,000	5	heavy and medium crude	pipeline, water, truck

________

⁽¹⁾ Reflects the typical crude and feedstocks and related sources utilized under normal operating conditions and prevailing market environments.

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

Factors Affecting Comparability Between Periods

Our results have been affected by the following events, the understanding of which will aid in assessing the comparability of our period to period financial performance and financial condition.

37

Torrance Acquisition

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

In addition to refining assets, the Torrance Acquisition included a number of high-quality logistics assets consisting of a sophisticated network of crude and products pipelines, product distribution terminals and refinery crude and product storage facilities. The most significant of the logistics assets is a 189-mile crude gathering and transportation system which delivers San Joaquin Valley crude oil directly from the field to the refinery. Additionally, included in the transaction were several pipelines which provide access to sources of crude oil including the Ports of Long Beach and Los Angeles, as well as clean product outlets with a direct pipeline supplying jet fuel to the Los Angeles airport. The Torrance refinery also has crude and product storage facilities with approximately 8.6 million barrels of shell capacity.

The purchase price for the assets was approximately $521.4 million in cash after post-closing purchase price adjustments, plus final working capital of $450.6 million. The purchase valuation was in process as of March 31, 2017 as the purchase price and fair value allocation may be subject to adjustment pending completion of our assessment of the estimated costs and duration of certain assumed pre-existing environmental obligations. The transaction was financed through a combination of cash on hand, including proceeds from certain PBF Energy equity offerings, and borrowings under our asset based revolving credit agreement (the “Revolving Loan”).

PNGPC Contribution Agreement

On February 15, 2017, PBFX entered into a contribution agreement (the “PNGPC Contribution Agreement”) between PBFX and PBF LLC. Pursuant to the PNGPC Contribution Agreement, we distributed to PBF LLC and PBFX’s wholly owned subsidiary, PBFX Operating Company LP (“PBFX Op Co”), acquired from PBF LLC all of the issued and outstanding limited liability company interests of Paulsboro Natural Gas Pipeline Company LLC (“PNGPC”). PNGPC owns and operates an existing interstate natural gas pipeline that originates in Delaware County, Pennsylvania, at an interconnection with Texas Eastern pipeline that runs under the Delaware River and terminates at the delivery point to our refinery at Paulsboro, New Jersey, and is subject to regulation by the Federal Energy Regulatory Commission (“FERC”). PNGPC has FERC approval for, and is in the process of constructing, a new 24” pipeline (the “New Pipeline”) to replace the existing pipeline. In consideration for the PNGPC limited liability company interests, PBFX delivered to PBF LLC (i) an $11.6 million intercompany promissory note in favor of Paulsboro Refining Company LLC, a wholly owned subsidiary of ours (the “Promissory Note”), (ii) an expansion rights and right of first refusal agreement in favor of PBF LLC with respect to the New Pipeline and (iii) an assignment and assumption agreement with respect to certain outstanding litigation involving PNGPC and the existing pipeline.

Chalmette Storage Tank Lease

On February 15, 2017, we entered into a ten-year storage services agreement (the “Chalmette Storage Agreement”) with PBFX Op Co under which PBFX Op Co will provide storage services to us upon the earlier of November 1, 2017 and the completion of construction of a new tank with a shell capacity of 625,000 barrels at our Chalmette refinery (the “Chalmette Storage Tank”). PBFX Op Co and Chalmette Refining, L.L.C. (“Chalmette Refining”) have entered into a twenty-year lease for the premises upon which the tank will be located (the “Lease”) and a project management agreement pursuant to which Chalmette Refining will manage the construction of the tank. The Chalmette Storage Agreement can be extended by us for two additional five-year periods. Under the Chalmette Storage Agreement, PBFX will provide us with storage services in return for storage fees. The storage services require PBFX to accept, redeliver and store all products tendered by us in the tank and we will pay a monthly fee of $0.60 per barrel of shell capacity. The Lease can be extended by PBFX Op Co for two additional 10 year periods.

TVPC Contribution Agreement

On August 31, 2016, PBFX entered into a contribution agreement (the “TVPC Contribution Agreement”) between PBFX and PBF LLC. Pursuant to the TVPC Contribution Agreement, PBF Holding distributed to PBF LLC and PBFX acquired from PBF LLC 50% of the issued and outstanding limited liability company interests of Torrance Valley Pipeline Company LLC (“TVPC”), whose assets consist of the 189-mile San Joaquin Valley

38

Pipeline system, including the M55, M1 and M70 Pipeline System, including 11 pipeline stations with storage capability and truck unloading capability at two of the stations. Subsequent to the distribution of TVPC pursuant to the TVPC Contribution Agreement, PBF Holding deconsolidated TVPC and has recognized an equity investment in TVPC for its 50% noncontrolling interest.

Agreements with PBFX

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

On May 14, 2014, PBFX completed its initial public offering (the “PBFX Offering”). Beginning with the completion of the PBFX Offering, we have entered into a series of agreements with PBFX, including contribution, commercial and operational agreements. Each of these agreements and their impact to our operations is described in “Note 7 - Related Party Transactions” in our condensed consolidated financial statements.

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

	Three Months Ended March 31,
	2017		2016
Revenues under affiliate agreements:
Services Agreement	$	1.6	$	1.1
Omnibus Agreement	1.7		0.8
Total expenses under affiliate agreements	56.2		36.5

Amended and Restated Asset Based Revolving Credit Facility

The Third Amended and Restated Revolving Credit Agreement (“Revolving Loan”) is available to be used for working capital and other general corporate purposes. As noted in “Note 2 - Acquisitions”, we took down an advance under our Revolving Loan to partially fund the Torrance Acquisition in 2016. The outstanding balance under our Revolving Loan was $350.0 million and $350.0 million as of March 31, 2017 and December 31, 2016, respectively. There was no balance outstanding under the Revolving Loan during the first quarter of 2016.

Rail Facility Revolving Credit Facility

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

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

PBF Rail Term Loan

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

The outstanding balance of the PBF Rail Term Loan was $33.4 million and $35.0 million as of March 31, 2017 and December 31, 2016, respectively.

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Affiliate notes payable with PBF LLC and PBF Energy

Our long-term debt obligations include the repayment of outstanding affiliate notes payable with PBF LLC and PBF Energy. 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. Additional borrowings may be made by PBF Holding under such affiliate notes payable from time to time. In the fourth quarter of 2016, the notes were extended to 2021. In the fourth quarter of 2016, PBF LLC converted outstanding notes payable from PBF Holding of $379.9 million to a capital contribution. In the first quarter of 2017, PBF LLC converted the full amount of outstanding notes payable from PBF Holding of $86.3 million to a capital contribution. As of March 31, 2017, PBF Holding had no outstanding affiliate notes payable with PBF Energy and PBF LLC ($86.3 million outstanding as of December 31, 2016).

Results of Operations

The following tables reflect our financial and operating highlights for the three months ended March 31, 2017 and 2016 (amounts in thousands).

	Three Months Ended   March 31,
	2017			2016
Revenue	$	4,750,198		$	2,800,185
Cost of sales, excluding depreciation	4,251,754			2,445,983
	498,444			354,202
Operating expenses, excluding depreciation	436,853			296,639
General and administrative expenses	40,479			33,269
Equity (income) loss in investee	(3,599		)	—
Loss on sale of assets	883			—
Depreciation and amortization expense	55,690			54,293
Income (loss) from operations	(31,862		)	(29,999		)
Change in fair value of catalyst leases	(2,588		)	(2,885		)
Interest expense, net	(30,656		)	(33,271		)
Income (loss) before income taxes	(65,106		)	(66,155		)
Income tax expense	434			32,273
Net income (loss)	(65,540		)	(98,428		)
Less: net income attributable to noncontrolling interests	113			303
Net income (loss) attributable to PBF Holding Company LLC	$	(65,653	)	$	(98,731	)
Gross margin	$	7,664		$	4,967
Gross refining margin (1)	$	498,444		$	354,202

(1) See Non-GAAP Financial Measures below.

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Operating Highlights

	Three Months Ended   March 31,
	2017			2016
Key Operating Information
Production (bpd in thousands)	742.7			655.9
Crude oil and feedstocks throughput (bpd in thousands)	738.0			650.1
Total crude oil and feedstocks throughput (millions of barrels)	66.4			59.2
Gross margin per barrel of throughput	$	0.12		$	0.09
Gross refining margin, excluding special items, per barrel of throughput (1)	$	7.75		$	4.99
Refinery operating expenses, excluding depreciation, per barrel of throughput	$	6.58		$	5.01
Crude and feedstocks (% of total throughput) (2)
Heavy crude	40		%	14		%
Medium crude	29		%	50		%
Light crude	16		%	23		%
Other feedstocks and blends	15		%	13		%
Total throughput	100		%	100		%
Yield (% of total throughput)
Gasoline and gasoline blendstocks	52		%	48		%
Distillates and distillate blendstocks	29		%	31		%
Lubes	1		%	1		%
Chemicals	2		%	4		%
Other	16		%	16		%
Total yield	100		%	100		%

(1) See Non-GAAP Financial Measures below.

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

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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,
	2017			2016
	(dollars per barrel, except as noted)
Dated Brent Crude	$	53.57		$	34.24
West Texas Intermediate (WTI) crude oil	$	51.70		$	33.45
Light Louisiana Sweet (LLS) crude oil	$	53.39		$	35.34
Alaska North Slope (ANS) crude oil	$	53.82		$	33.98
Crack Spreads
Dated Brent (NYH) 2-1-1	$	11.58		$	11.18
WTI (Chicago) 4-3-1	$	11.19		$	8.83
LLS (Gulf Coast) 2-1-1	$	12.03		$	8.71
ANS (West Coast) 4-3-1	$	16.52		$	17.46
Crude Oil Differentials
Dated Brent (foreign) less WTI	$	1.87		$	0.79
Dated Brent less Maya (heavy, sour)	$	8.95		$	8.04
Dated Brent less WTS (sour)	$	3.31		$	0.94
Dated Brent less ASCI (sour)	$	4.08		$	4.27
WTI less WCS (heavy, sour)	$	12.93		$	11.34
WTI less Bakken (light, sweet)	$	0.92		$	1.56
WTI less Syncrude (light, sweet)	$	(2.20	)	$	(4.44	)
WTI less ANS (light, sweet)	$	(2.12	)	$	0.53
Natural gas (dollars per MMBTU)	$	3.06		$	1.98

Three Months Ended March 31, 2017 Compared to the Three Months Ended March 31, 2016

Overview— Net loss was $65.5 million for the three months ended March 31, 2017 compared to net loss of $98.4 million for the three months ended March 31, 2016.

Our results for the three months ended March 31, 2017 were negatively impacted by a non-cash special item consisting of a lower of cost or market (“LCM”) inventory adjustment of approximately $16.0 million. Our results for the three months ended March 31, 2016 were positively impacted by an LCM adjustment of approximately $59.1 million. These LCM adjustments were recorded due to significant changes in the price of crude oil and refined products in the periods presented. Excluding the impact of the net change in LCM reserve, our results were positively impacted by generally favorable movements in crude oil differentials and higher crack spreads as well as positive earnings contributions from the Torrance refinery and lower costs to comply with the RFS. These positive impacts were partially offset by lower throughput per day at our Paulsboro, Toledo and Chalmette refineries as discussed below.

Revenues— Revenues totaled $4.8 billion for the three months ended March 31, 2017 compared to $2.8 billion for the three months ended March 31, 2016, an increase of approximately $2.0 billion, or 69.6%. Revenues per barrel were $61.91 and $41.43 for the three months ended March 31, 2017 and 2016, respectively, an increase of 49.4% directly related to higher hydrocarbon commodity prices. For the three months ended March 31, 2017, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 320,300 bpd, 123,800 bpd, 155,600 bpd, and 138,300 bpd, respectively. For the three months ended March 31, 2016, the total throughput rates at our East Coast, Mid-Continent and Gulf Coast refineries averaged approximately 316,200 bpd, 157,700 bpd and 176,200 bpd, respectively. The slight increase in throughput rates

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at our East Coast refineries in 2017 compared to 2016 is primarily due to the weather-related unplanned downtime at our Delaware City refinery in the first quarter of 2016 partially offset by planned downtime in 2017. The decrease in throughput rates at our Mid-Continent and Gulf Coast refineries in the first quarter of 2017 was due to unplanned downtime at our Toledo refinery and planned downtime at our Chalmette refinery, respectively. Our West Coast refinery was not acquired until the third quarter of 2016. For the three months ended March 31, 2017, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 344,900 bpd, 152,800 bpd, 193,700 bpd and 161,000 bpd, respectively. For the three months ended March 31, 2016, the total barrels sold at our East Coast, Mid-Continent and Gulf Coast refineries averaged approximately 367,000 bpd, 169,800 bpd and 205,800 bpd, respectively. Total refined product barrels sold were higher than throughput rates, reflecting sales from inventory as well as sales and purchases of refined products outside the refinery.

Gross Margin— Gross margin, including refinery operating expenses and depreciation, totaled $7.7 million, or $0.12 per barrel of throughput, for the three months ended March 31, 2017 compared to $5.0 million, or $0.09 per barrel of throughput, for the three months ended March 31, 2016, an increase of $2.7 million. Gross refining margin (as described below in Non-GAAP Financial Measures) totaled $498.4 million, or $7.51 per barrel of throughput ($514.5 million or $7.75 per barrel of throughput excluding the impact of special items), for the three months ended March 31, 2017 compared to $354.2 million, or $5.99 per barrel of throughput ($295.1 million or $4.99 per barrel of throughput excluding the impact of special items) for the three months ended March 31, 2016, an increase of approximately $144.2 million or $219.3 million excluding special items. Excluding the impact of special items, gross margin and gross refining margin increased due to favorable movements in certain crude differentials, improved crack spreads in most regions, reduced costs to comply with the RFS and positive margin contributions from our Torrance refinery acquired in the third quarter of 2016. Costs to comply with our obligation under the RFS totaled $36.1 million for the three months ended March 31, 2017 (excluding our West Coast refinery, whose costs to comply with RFS totaled $9.4 million for the three months ended March 31, 2017) compared to $63.9 million for the three months ended March 31, 2016. In addition, gross margin and gross refining margin were negatively impacted by a non-cash LCM adjustment of approximately $16.0 million resulting from the change in crude oil and refined product prices which, while remaining below historical costs, increased since the year end. The non-cash LCM adjustment increased gross margin and gross refining margin by approximately $59.1 million in the first quarter of 2016.

Average industry refining margins in the Mid-Continent were stronger during the three months ended March 31, 2017 as compared to the same period in 2016. The WTI (Chicago) 4-3-1 industry crack spread was $11.19 per barrel, or 26.7% higher, in the three months ended March 31, 2017 as compared to $8.83 per barrel in the same period in 2016. Our margins were favorably impacted by our refinery specific crude slate in the Mid-Continent which was impacted by an improving WTI/Syncrude differential, which averaged a premium of $2.20 per barrel during the three months ended March 31, 2017 as compared to a premium of $4.44 per barrel in the same period of 2016, partially offset by a declining WTI/Bakken differential.

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $11.58 per barrel, or 3.6%, higher in the three months ended March 31, 2017 as compared to $11.18 per barrel in the same period in 2016. The Dated Brent/WTI differential and Dated Brent/Maya differential were $1.08 and $0.91 higher, respectively, in the three months ended March 31, 2017 as compared to the same period in 2016, partially offset by a narrowing WTI/Bakken differential, which was approximately $0.64 per barrel less favorable in the three months ended March 31, 2017 as compared to the same period in 2016.

Gulf Coast industry refining margins generally improved during the three months ended March 31, 2017 as compared to the same period in 2016. The LLS (Gulf Coast) 2-1-1 industry crack spread was $12.03 per barrel, or 38.1% higher, in the three months ended March 31, 2017 as compared to $8.71 per barrel in the same period in 2016. Crude differentials were slightly improved with the WTI/LLS averaging a premium of $1.69 per barrel during the three months ended March 31, 2017 as compared to a premium of $1.89 per barrel in the same period of 2016.

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

Operating Expenses— Operating expenses totaled $436.9 million, or $6.58 per barrel of throughput, for the three months ended March 31, 2017 compared to $296.6 million, or $5.01 per barrel of throughput, for the three months ended March 31, 2016, an increase of $140.2 million, or 47.3%. The increase in operating expenses was mainly attributable to costs associated with the Torrance refinery and related logistics assets which totaled approximately $127.5 million in the first quarter of 2017. Total operating expenses for the three months ended March 31, 2017, excluding our Torrance refinery, increased slightly due to higher maintenance costs at our Chalmette refinery and slightly higher energy costs across all of our refineries attributable to increases in natural gas prices.

General and Administrative Expenses— General and administrative expenses totaled $40.5 million for the three months ended March 31, 2017 compared to $33.3 million for the three months ended March 31, 2016, an increase of approximately $7.2 million or 21.7%. The increase in general and administrative expenses for the three months ended March 31, 2017 over the same period of 2016 primarily relates to increased employee related expenses of $4.2 million mainly due to increased headcount resulting from the Torrance Acquisition, an increase of $2.7 million in stock option expense, an increase of $1.7 million in information technology costs and an increase of $1.1 million in regulatory and tax-related expenses. These increases were partially offset by lower outside services costs in support of acquisitions and related integration activities of $2.3 million, reflecting less activity in the first quarter of 2017. Our general and administrative expenses are comprised of the personnel, facilities and other infrastructure costs necessary to support our refineries.

Loss on Sale of Assets— There was a loss of $0.9 million on sale of assets for the three months ended March 31, 2017 relating to the sale of non-operating refinery assets. There was no gain or loss on sale of assets for the three months ended March 31, 2016.

Depreciation and Amortization Expense— Depreciation and amortization expense totaled $55.7 million for the three months ended March 31, 2017 compared to $54.3 million for the three months ended March 31, 2016, an increase of $1.4 million. The increase was primarily a result of additional depreciation expense associated with the assets acquired in the Torrance Acquisition and a general increase in our fixed asset base due to capital projects and turnarounds completed since the first quarter of 2016.

Change in Fair Value of Catalyst Leases— Change in the fair value of catalyst leases represented a loss of $2.6 million for the three months ended March 31, 2017 compared to a loss of $2.9 million for the three months ended March 31, 2016. These losses relate to the change in value of the precious metals underlying the sale and leaseback of our refineries’ precious metals catalyst, which we are obligated to repurchase at fair market value on the lease termination dates.

Interest Expense, net— Interest expense totaled $30.7 million for the three months ended March 31, 2017 compared to $33.3 million for the three months ended March 31, 2016, a decrease of approximately $2.6 million. This net decrease is mainly attributable to lower letter of credit fees, higher interest income and reduced amounts outstanding under our Affiliate notes payable, partially offset by higher interest expense associated with higher borrowings under our Revolving Loan. Interest expense includes interest on long-term debt and notes payable, costs related to the sale and leaseback of our precious metals catalyst, financing costs associated with the A&R 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.

Income Tax Expense— As PBF Holding is a limited liability company treated as a “flow-through” entity for income tax purposes, our consolidated financial statements generally do not include a benefit or provision for income taxes for the three months ended March 31, 2017 and March 31, 2016, respectively, apart from the income tax attributable to two subsidiaries acquired in connection with the Chalmette Acquisition in the fourth quarter of

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2015 and our wholly-owned Canadian subsidiary, PBF Energy Limited (“PBF Ltd.”). The two subsidiaries acquired in connection with the Chalmette Acquisition are treated as C-Corporations for income tax purposes.

The two Chalmette subsidiaries incurred $0.2 million and $0.8 million of income tax expense for the three months ended March 31, 2017 and March 31, 2016, respectively. PBF Holding incurred an income tax charge of $0.2 million attributable to PBF Ltd. for the three months ended March 31, 2017. For the three months ended March 31, 2016, PBF Holding recorded income tax expense of $31.5 million attributable to PBF Ltd., of which $30.7 million related to a correction of prior periods.

Non-GAAP Financial Measures

Management uses certain financial measures to evaluate our operating performance that are calculated and presented on the basis of methodologies other than in accordance with GAAP (“non-GAAP”). These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with 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 an 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 by the last-in, first-out (“LIFO”) inventory valuation methodology, in which the most recently incurred costs are charged to cost of sales and inventories are valued at base layer acquisition costs. Market is determined based on an assessment of the current estimated replacement cost and net realizable selling price of the inventory. In periods where the market price of our inventory declines substantially, cost values of inventory may exceed market values. In such instances, we record an adjustment to write down the value of inventory to market value in accordance with GAAP. In subsequent periods, the value of inventory is reassessed and an LCM 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 helpful 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 depreciation and operating expenses 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 helpful metric comparison to the industry refining margin benchmarks, as the refining margin benchmarks do not include a charge for refinery operating expenses and depreciation. In order to assess our operating performance, we compare our gross refining margin (revenue less cost of sales) to industry refining margin benchmarks and crude oil prices as defined in the table below.

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

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	Three Months Ended March 31,
	2017				2016
	$		per barrel of throughput		$			per barrel of throughput
Reconciliation of gross margin to gross refining margin:
Gross margin	$	7,664	$	0.12	$	4,967		$	0.09
Add: Refinery operating expenses	436,853		6.58		296,639			5.01
Add: Refinery depreciation expense	53,927		0.81		52,596			0.89
Gross refining margin	$	498,444	$	7.51	$	354,202		$	5.99
Special items:
Add: Non-cash LCM inventory adjustment (1)	16,039		0.24		(59,063		)	(1.00		)
Gross refining margin excluding special items	$	514,483	$	7.75	$	295,139		$	4.99

——————————

(1) During the three months ended March 31, 2017, we recorded an adjustment to value our inventories to the lower of cost or market which resulted in a charge of $16.0 million reflecting the change in the lower of cost or market inventory reserve from $596.0 million at December 31, 2016 to $612.0 million at March 31, 2017. During the three months ended March 31, 2016 we recorded an adjustment to value our inventories to the lower of cost or market which resulted in a benefit of $59.1 million reflecting the change in the lower of cost or market inventory reserve from $1,117.3 million at December 31, 2015 to $1,058.3 million at March 31, 2016. The net impact of these LCM inventory adjustments are included in operating income, but are excluded from the operating results presented in the table in order to make such information comparable between periods.

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 indebtedness for borrowed money and other contractual obligations also include similar measures as a basis for certain covenants under those agreements which may differ from the Adjusted EBITDA definition described below.

EBITDA 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 (loss) or net income (loss) 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 adjustments for items such as equity-based compensation expense, gains (losses) from certain derivative activities and contingent consideration, the non-cash change in the deferral of gross profit related to the sale of certain finished products, and the write down of inventory to the LCM. Other companies, including other companies in our industry, may calculate EBITDA and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. EBITDA and Adjusted EBITDA also have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include that EBITDA and Adjusted EBITDA:

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

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

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

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

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

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

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

	Three Months Ended   March 31,
	2017			2016
Reconciliation of net income (loss) to EBITDA:
Net income (loss)	$	(65,540	)	$	(98,428	)
Add: Depreciation and amortization expense	55,690			54,293
Add: Interest expense, net	30,656			33,271
Add: Income tax expense	434			32,273
EBITDA	$	21,240		$	21,409
Special Items:
Add: Non-cash LCM inventory adjustment (1)	16,039			(59,063		)
EBITDA excluding special items	$	37,279		$	(37,654	)
Reconciliation of EBITDA to Adjusted EBITDA:
EBITDA	$	21,240		$	21,409
Add: Stock based compensation	5,345			2,621
Add: Non-cash change in fair value of catalyst leases	2,588			2,885
Add: Non-cash LCM inventory adjustment (1)	16,039			(59,063		)
Adjusted EBITDA	$	45,212		$	(32,148	)

______________

(1) During the three months ended March 31, 2017, we recorded an adjustment to value our inventories to the lower of cost or market which resulted in a charge of $16.0 million reflecting the change in the lower of cost or market inventory reserve from $596.0 million at December 31, 2016 to $612.0 million at March 31, 2017. During the three months ended March 31, 2016 we recorded an adjustment to value our inventories to the lower of cost or market which resulted in a benefit of $59.1 million reflecting the change in the lower of cost or market inventory reserve from $1,117.3 million at December 31, 2015 to $1,058.3 million at March 31, 2016. The net impact of these LCM inventory adjustments are included in operating income, but 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

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payments and debt service requirements for the next twelve months. On July 1, 2016, we closed the Torrance Acquisition with a combination of cash on hand, including proceeds from certain PBF Energy equity offerings, and borrowings under our Revolving Loan. However, our ability to generate sufficient cash flow from operations depends, in part, on petroleum oil market pricing and general economic, political and other factors beyond our control. We are in compliance as of March 31, 2017 with all of the covenants, including financial covenants, in all of our debt agreements.

Cash Flow Analysis

Cash Flows from Operating Activities

Net cash used in operating activities was $304.6 million for the three months ended March 31, 2017 compared to net cash used in operating activities of $43.2 million for the three months ended March 31, 2016. Our operating cash flows for the three months ended March 31, 2017 included our net loss of $65.5 million, plus depreciation and amortization of $57.9 million, a non-cash charge of $16.0 million relating to an LCM adjustment, pension and other post-retirement benefits costs of $10.6 million, equity-based compensation of $5.3 million, changes in the fair value of our catalyst leases of $2.6 million and a loss on sale of assets of $0.9 million, offset by a change in the fair value of our inventory repurchase obligations of $23.1 million and undistributed earnings from our investment in TVPC of $0.2 million. In addition, net changes in operating assets and liabilities reflected uses of cash of $309.0 million driven by the timing of inventory purchases, payments for accrued expenses and accounts payable and collections of accounts receivable. Our operating cash flows for the three months ended March 31, 2016 included our net loss of $98.4 million, plus net non-cash charges relating to depreciation and amortization of $56.5 million, the change in the fair value of our inventory repurchase obligations of $35.1 million, deferred income taxes of $31.5 million, pension and other post retirement benefits costs of $7.7 million, changes in the fair value of our catalyst leases of $2.9 million and stock-based compensation of $2.6 million, partially offset by the non-cash benefit of $59.1 million relating to an LCM inventory adjustment. In addition, net changes in operating assets and liabilities reflected uses of cash of $22.1 million driven by the timing of inventory purchases, payments for accrued expenses and accounts payables and collections of accounts receivables.

Cash Flows from Investing Activities

Net cash used in investing activities was $174.9 million for the three months ended March 31, 2017 compared to net cash used in investing activities of $145.3 million for the three months ended March 31, 2016. The net cash flows used in investing activities for the three months ended March 31, 2017 was comprised of capital expenditures totaling $95.7 million, expenditures for refinery turnarounds of $64.4 million and expenditures for other assets of $14.8 million. Net cash used in investing activities for the three months ended March 31, 2016 was comprised of capital expenditures totaling $42.7 million, expenditures for refinery turnarounds of $82.7 million, expenditures for other assets of $17.2 million and a final net working capital settlement of $2.7 million associated with the acquisition of the Chalmette refinery which was finalized in the first quarter of 2016.

Cash Flows from Financing Activities

Net cash provided by financing activities was $70.4 million for the three months ended March 31, 2017 compared to net cash used in financing activities of $31.3 million for the three months ended March 31, 2016. For the three months ended March 31, 2017, net cash provided by financing activities consisted primarily of a contribution from our parent of $72.0 million, partially offset by principal amortization payments of the PBF Rail term loan of $1.6 million. Additionally, during the three months ended March 31, 2017, we borrowed and repaid $200.0 million under our Revolving Loan resulting in no net change to amounts outstanding for the quarter. For the three months ended March 31, 2016, net cash used in financing activities consisted primarily of a $30.8 million distribution to members and a net $0.5 million repayment of affiliate notes payable.

Liquidity

As of March 31, 2017, our total liquidity was approximately $1,118.3 million, compared to total liquidity of approximately $1,161.3 million as of December 31, 2016. Total liquidity is the sum of our cash and cash equivalents plus the amount available under the Revolving Loan.

Working Capital

Our working capital at March 31, 2017 was $1,006.4 million, consisting of $3,012.5 million in total current assets and $2,006.1 million in total current liabilities. Our working capital at December 31, 2016 was $1,111.0

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million, consisting of $3,154.3 million in total current assets and $2,043.3 million in total current liabilities. Working capital has decreased primarily as a result of capital expenditures, including turnaround costs, during the three months ended March 31, 2017.

Capital Spending

Net capital spending was $174.9 million for the three months ended March 31, 2017, which primarily included turnaround costs, safety related enhancements and facility improvements at the refineries. We currently expect to spend an aggregate of approximately between $575.0 million to $600.0 million in net capital expenditures during 2017 for facility improvements and refinery maintenance and turnarounds. Significant capital spending plans for 2017 include turnarounds for the FCC at our Delaware City refinery, several units at our Torrance refinery and several units at our Chalmette refinery, as well as expenditures to meet Tier 3 requirements.

On July 1, 2016 we acquired the Torrance refinery and related logistic assets. The purchase price for the Torrance Acquisition was approximately $521.4 million in cash after post-closing purchase price adjustments, plus final working capital of $450.6 million. The purchase price and fair value allocation may be subject to adjustment pending completion of the final valuation which was still in process as of March 31, 2017. This transaction was financed through a combination of cash on hand, including proceeds from certain PBF Energy equity offerings, and borrowings under our Revolving Loan.

Crude and Feedstock Supply Agreements

Certain of our purchases of crude oil under our agreements with foreign national oil companies require that we post letters of credit and arrange for shipment. We pay for the crude when invoiced, at which time the letters of credit are lifted. Our crude and feedstock supply agreements with PDVSA provide that the crude oil can be processed at any of our East and Gulf Coast refineries. In connection with the Torrance Acquisition, we entered into a crude supply agreement with ExxonMobil to deliver crude oil to our Torrance refinery.

Inventory Intermediation Agreements

We entered into two separate A&R Intermediation Agreements with J. Aron, expiring two years from the original expiration date of July 1, 2015, subject to certain early termination rights. In addition, the A&R Intermediation Agreements for both the Delaware City and Paulsboro refineries include one-year renewal clauses upon six months’ advance notice by mutual consent of both parties. In May 2017, The A&R Intermediation Agreements were amended to, among other things, extend the termination dates of the agreements as disclosed in “Note 12 - Subsequent Events”.

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

At March 31, 2017, the LIFO value of intermediates and finished products owned by J. Aron included within inventory on our balance sheet was $351.9 million. We accrue a corresponding liability for such intermediates and finished products.

Off-Balance Sheet Arrangements and Contractual Obligations and Commitments

We have no off-balance sheet arrangements as of March 31, 2017, other than outstanding letters of credit in the amount of approximately $390.7 million and operating leases.

Distribution Policy

On May 4, 2017 the Board of Directors of PBF Energy announced a dividend of $0.30 per share on outstanding Class A common stock. The dividend is payable on May 31, 2017 to Class A common stockholders of record at the close of business on May 16, 2017. PBF Holding may, if necessary, make a distribution of up to $34.1 million to PBF LLC, which in turn will make pro-rata distributions of $0.30 per unit to its members, including PBF Energy. PBF Energy will then use this distribution to fund the dividend payments to the stockholders of PBF Energy.

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As of March 31, 2017, we had $1,118.3 million of unused borrowing availability, which includes our cash and cash equivalents of $217.5 million, under the Revolving Loan to fund our operations, if necessary. Accordingly, as of March 31, 2017, there was sufficient cash and cash equivalents and borrowing capacity under our credit facilities available 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.

Since, as described above, there was sufficient cash and cash equivalents and borrowing capacity as of March 31, 2017, we would have been permitted under our debt agreements to make these distributions; however, our ability to continue to comply with our debt covenants is, to a significant degree, subject to our operating results, which are dependent on a number of factors outside of our control. We believe our and our subsidiaries’ available cash and cash equivalents, other sources of liquidity to operate our business and operating performance provides us with a reasonable basis for our assessment that we can support PBF Energy’s intended distribution policy.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Commodity Price Risk

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

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

At March 31, 2017 and December 31, 2016, we had gross open commodity derivative contracts representing 21.6 million barrels and 8.8 million barrels, respectively, with an unrealized net gain of $1.8 million and net loss of $3.5 million, respectively. The open commodity derivative contracts as of March 31, 2017 expire at various times during 2017.

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 34.4 million barrels and 29.4 million barrels at March 31, 2017 and December 31, 2016, respectively. The average cost of our hydrocarbon inventories was approximately $75.70 and $80.50 per barrel on a LIFO basis at March 31, 2017 and December 31, 2016, respectively, excluding the impact of LCM adjustments of approximately $612.0 million and $596.0 million, respectively. If market prices of our inventory decline to a level below our average cost, we may be required to further write down the carrying value of our hydrocarbon inventories to market.

Our predominant variable operating cost is energy, which is comprised primarily of natural gas and electricity. We are therefore sensitive to movements in natural gas prices. Assuming normal operating conditions, we annually consume a total of approximately 68 million MMBTUs of natural gas amongst our five refineries as of March 31, 2017. Accordingly, a $1.00 per MMBTU change in natural gas prices would increase or decrease our natural gas costs by approximately $68.0 million.

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Compliance Program Price Risk

We are exposed to market risks related to the volatility in the price of 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.

In addition, we are exposed to risks associated with complying with federal and state legislative and regulatory measures to address greenhouse gas and other emissions. Requirements to reduce emissions could result in increased costs to operate and maintain our facilities as well as implement and manage new emission controls and programs put in place. For example, AB 32 in California requires the state to reduce its GHG emissions to 1990 levels by 2020.

Interest Rate Risk

The maximum availability under our Revolving Loan is $2.64 billion. Borrowings under the Revolving Loan bear interest either at the Alternative Base Rate plus the Applicable Margin or at Adjusted LIBOR plus the Applicable Margin, all as defined in the Revolving Loan. If this facility was fully drawn, a 1.0% change in the interest rate would increase or decrease our interest expense by approximately $26.4 million annually.

In addition, the PBF Rail Term Loan, which bears interest at a variable rate, had an outstanding principal balance of $33.4 million at March 31, 2017. A 1.0% change in the interest rate would increase or decrease our interest expense by approximately $0.3 million annually, assuming the current outstanding principal balance on the PBF Rail Term Loan remained outstanding.

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

Credit Risk

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

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

PBF Holding maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information which is required to be disclosed is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management in a timely manner. 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 defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of March 31, 2017. 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 as of March 31, 2017.

Changes in Internal Control Over Financial Reporting

Management has not identified any changes in PBF Holding’s internal controls over financial reporting during the quarter ended March 31, 2017 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

As of November 1, 2015, we acquired Chalmette Refining, which was in discussions with the Louisiana Department of Environmental Quality (“LDEQ”) to resolve self-reported deviations from refinery operations relating to certain Clean Air Act Title V permit conditions, limits and other requirements. LDEQ commenced an enforcement action against Chalmette Refining on November 14, 2014 by issuing a Consolidated Compliance Order and Notice of Potential Penalty (the “Order”) covering deviations from 2009 and 2010. Chalmette Refining and LDEQ subsequently entered into a dispute resolution agreement, the enforcement of which has been suspended while negotiations are ongoing, which may include the resolution of deviations outside the periods covered by the Order. In February 2017, Chalmette Refining and the LDEQ met to resolve the issues under the Order, including the assessment of an administrative penalty against Chalmette Refining. Although a resolution has not been finalized, the administrative penalty is anticipated to be approximately $0.7 million, including environmental projects. To the extent the administrative penalty exceeds such amount, it is not expected to be material to us.

On January 24, 2017, in connection with a Clean Air Act inspection in May 2014 by the EPA to determine compliance with 40 CFR Subpart 68 Chemical Accident Prevention Provisions, the EPA notified the Chalmette refinery of its intent to bring an enforcement action on two (2) findings from the audit. No settlement or penalty demand has been received to date. It is possible that the EPA will assess penalties in these matters in excess of $0.1 million but any such amount is not expected to be material to us, individually or in the aggregate.

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

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

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On February 3, 2011, the EPA sent a request for information pursuant to Section 114 of the Clean Air Act to the Paulsboro refinery with respect to compliance with EPA standards governing flaring. The refinery and the EPA have recently reached a settlement pursuant to which the Paulsboro refinery will pay a penalty of approximately $0.2 million.

On February 14, 2017, the New Jersey Department of Environmental Protection (“NJDEP”) submitted a proposed Administrative Consent Order (“ACO”) which covers air emission violations from 2013 through 2016 and work practice standards that were not subject to an affirmative defense at the Paulsboro refinery (“PRC”). In settlement of the violations, the NJDEP has proposed that PRC pay a civil administrative penalty of $0.3 million, which includes $0.1 million for a supplemental environmental project. If the offer is accepted, the remaining $0.2 million shall be remitted by PRC within 30 days of receipt of the offer. This amount is not material to us, individually or in the aggregate.

In connection with the acquisition of the Torrance refinery and related logistics assets, we assumed certain pre-existing environmental liabilities related to certain environmental remediation obligations to address existing soil and groundwater contamination and monitoring activities, which reflect the estimated cost of the remediation obligations. In addition, in connection with the acquisition of the Torrance refinery and related logistics assets, we purchased a ten year, $100.0 million environmental insurance policy to insure against unknown environmental liabilities. Furthermore, in connection with the acquisition, we assumed responsibility for certain specified environmental matters that occurred prior to our ownership of the refinery. Following the closing of the acquisition, the Torrance refinery has received a number of NOVs from a number of agencies, including the Southern California Air Quality Management District, (“SCAQMD”), California’s Division of Occupational Safety and Health (“CALOSHA”), the City of Torrance, and the Torrance Fire Department. With the exception of the October 13th NOV from the SCAQMD which had a proposed penalty of less than $0.1 million, no settlement or penalty demand has been received to date with respect to these notices. It is possible that SCAQMD, CALOSHA, the Torrance Fire Department and/or the City of Torrance will assess penalties in the other matters in excess of $0.1 million but any such amount is not expected to be material to us, individually or in the aggregate.

On September 2, 2011, prior to our ownership of the Chalmette refinery, the plaintiff in Vincent Caruso, et al. v. Chalmette Refining, L.L.C., filed an action on behalf of himself and other Louisiana residents who live or own property in St. Bernard Parish and Orleans Parish and whose property was allegedly contaminated and who allegedly suffered any personal or property damages as a result of an emission of spent catalyst, sulfur dioxide and hydrogen sulfide from the Chalmette refinery on September 6, 2010. Plaintiffs claim to have suffered injuries, symptoms, and property damage as a result of the release. Plaintiffs seek to recover unspecified damages, interest and costs. In August 2015, there was a mini-trial for four plaintiffs for property damage relating to home and vehicle cleaning. On April 12, 2016, the trial court rendered judgment limiting damages ranging from $100 to $500 for home cleaning and $25 to $75 for vehicle cleaning to the four plaintiffs. The trial court found Chalmette Refining and co-defendant Eaton Corporation (“Eaton”), to be solitarily liable for the damages. Chalmette Refining and Eaton filed an appeal in August 2016 of the judgment on the mini-trial, which appeal is pending. There is no stay pending appeal. The potential class members have not been identified as the parties are negotiating a claims process for claims such as home cleaning, vehicle cleaning, and alleged personal injury. The claims process would also include a class notice to identify potential class members. Depending upon the ultimate class size and the nature of the claims, the outcome may have a material adverse effect on our financial position, results of operations, or cash flows.

On February 14, 2017, the plaintiff in Adam Trotter v. ExxonMobil Corp., ExxonMobil Oil Corp., ExxonMobil Refining and Supply Company, et. al., filed a civil action against us in the Superior Court of the State of California, County of Los Angeles, Southwest District, claiming public nuisance, battery, a violation of civil rights under 42 U.S.C. §1983, intentional infliction of emotional distress, negligence and strict liability in tort and injuries and symptoms resulting from the February 18, 2015 electrostatic precipitator (“ESP”) explosion at the Torrance Refinery which was then owned and operated by Exxon. The City of Torrance and the SCAQMD are also named as defendants in the lawsuit. To the extent that plaintiff’s claims relate to the ESP explosion, Exxon has retained responsibility for any liabilities that would arise from the lawsuit. While we are evaluating the

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allegations and cannot currently estimate the amount or the timing of the resolution of this matter, we believe the outcome will not have a material impact on our financial position, results of operations or cash flows.

On February 17, 2017, in Arnold Goldstein, et al. v. Exxon Mobil Corporation, et al., PBF Energy Inc. and PBF Energy Company LLC, and our subsidiaries, PBF Energy Western Region LLC and Torrance Refining Company LLC and the manager of our Torrance refinery along with Exxon Mobil Corporation were named as defendants in a class action and representative action complaint filed on behalf of Arnold Goldstein, John Covas, Gisela Janette La Bella and others similarly situated. The complaint was filed in the Superior Court of the State of California, County of Los Angeles and alleges negligence, strict liability, ultrahazardous activity, a continuing private nuisance, a permanent private nuisance, a continuing public nuisance, a permanent public nuisance and trespass resulting from the February 18, 2015 electrostatic precipitator (“ESP”) explosion at the Torrance refinery which was then owned and operated by Exxon. The operation of the Torrance refinery by the PBF entities subsequent to our acquisition in July 2016 is also referenced in the complaint. To the extent that plaintiffs’ claims relate to the ESP explosion, Exxon has retained responsibility for any liabilities that would arise from the lawsuit pursuant to the agreement relating to the acquisition of the Torrance refinery. While we are evaluating the allegations and cannot currently estimate the amount or the timing of the resolution of this matter, we believe the outcome will not have a material impact on our financial position, results of operations or cash flows.

We are subject to obligations to purchase RINs required to comply with the RFS. In late 2015, the EPA initiated enforcement proceedings against companies it believes produced invalid RINs. On October 13, 2016, we and our subsidiaries Toledo Refining Company LLC and Delaware City Refining Company LLC were notified by the EPA that its records indicated that these entities used potentially invalid RINs. The EPA directed each of the subsidiaries to resubmit reports to remove the potentially invalid RINs and to replace the invalid RINs with valid RINs with the same D Code. The invalid RINs have been retired and we have executed settlement agreements with the EPA requiring the payment of penalties of $0.6 million.

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

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Item 6. Exhibits

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

EXHIBIT INDEX

Exhibit Number	Description
2.1	Contribution Agreement dated as of February 15, 2017 by and between PBF Energy Company LLC and PBF Logistics LP (incorporated by reference to Exhibit 2.1 of PBF Energy Inc.'s Current Report on Form 8-K (File No. 001-35764) filed on February 22, 2017).
10.1	Fifth Amended and Restated Operation and Management Services and Secondment Agreement dated as of February 28, 2017 among PBF Holding Company LLC, Delaware City Refining Company LLC, Toledo Refining Company LLC, Torrance Refining Company LLC, Torrance Logistics Company LLC, PBF Logistics GP LLC , PBF Logistics LP, Delaware City Terminaling Company LLC, Delaware Pipeline Company LLC, Delaware City Logistics Company LLC, Toledo Terminaling Company LLC, PBFX Operating Company LLC, Paulsboro Refining Company LLC, Paulsboro Natural Gas Pipeline Company LLC and Chalmette Refining L.L.C. (incorporated by reference to Exhibit 10.1 of PBF Energy Inc.’s Current Report on Form 8-K (File No. 001-35764) filed on March 3, 2017).
31.1*	Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Holding Company LLC pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Erik Young, Chief Financial Officer of PBF Holding Company LLC pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* (1)	Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Holding Company LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* (1)	Certification of Erik Young, Chief Financial Officer of PBF Holding Company LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

 ——————————

*	Filed herewith.
(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 8, 2017		By:	/s/ Erik Young
				Erik Young Senior Vice President, Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)
		PBF Finance Corporation
Date	May 8, 2017		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
2.1	Contribution Agreement dated as of February 15, 2017 by and between PBF Energy Company LLC and PBF Logistics LP (incorporated by reference to Exhibit 2.1 of PBF Energy Inc.'s Current Report on Form 8-K (File No. 001-35764) filed on February 22, 2017).
10.1	Fifth Amended and Restated Operation and Management Services and Secondment Agreement dated as of February 28, 2017 among PBF Holding Company LLC, Delaware City Refining Company LLC, Toledo Refining Company LLC, Torrance Refining Company LLC, Torrance Logistics Company LLC, PBF Logistics GP LLC , PBF Logistics LP, Delaware City Terminaling Company LLC, Delaware Pipeline Company LLC, Delaware City Logistics Company LLC, Toledo Terminaling Company LLC, PBFX Operating Company LLC, Paulsboro Refining Company LLC, Paulsboro Natural Gas Pipeline Company LLC and Chalmette Refining L.L.C. (incorporated by reference to Exhibit 10.1 of PBF Energy Inc.’s Current Report on Form 8-K (File No. 001-35764) filed on March 3, 2017).
31.1*	Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Holding Company LLC pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Erik Young, Chief Financial Officer of PBF Holding Company LLC pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* (1)	Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Holding Company LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* (1)	Certification of Erik Young, Chief Financial Officer of PBF Holding Company LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

 ——————————

*	Filed herewith.
(1)	This exhibit should not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas J. Nimbley, certify that:

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

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

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

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

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

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

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

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

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

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

Date: May 8, 2017

/s/ Thomas J. Nimbley

Thomas J. Nimbley

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Erik Young, certify that:

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

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

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

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

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

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

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

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

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

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

Date: May 8, 2017

/s/ Erik Young

Erik Young

Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of PBF Holding Company LLC (PBF Holding) on Form 10-Q for the quarter ended March 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Thomas J. Nimbley, Chief Executive Officer of PBF Holding, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/ Thomas J. Nimbley

Thomas J. Nimbley

Chief Executive Officer

May 8, 2017

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

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of PBF Holding Company LLC (PBF Holding) on Form 10-Q for the quarter ended March 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Erik Young, Senior Vice President and Chief Financial Officer of PBF Holding, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/ Erik Young

Erik Young

Senior Vice President and Chief Financial Officer

May 8, 2017

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

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Document and Entity Information Document - shares	3 Months Ended
	Mar. 31, 2017	May 05, 2017
Entity Information [Line Items]
Entity Registrant Name	PBF HOLDING CO LLC
Entity Central Index Key	0001566011
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2017
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding		0
PBF Finance Corporation [Member]
Entity Information [Line Items]
Entity Registrant Name	PBF FINANCE CORPORATION
Entity Central Index Key	0001566097
Entity Common Stock, Shares Outstanding		100

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 217,545	$ 694,882	$ 626,705	$ 914,749
Accounts receivable	608,391		615,881
Accounts receivable - affiliate	20,159		7,631
Affiliate note receivable	11,600		0
Inventories	2,085,958		1,863,560
Prepaid expense and other current assets	68,835		40,536
Total current assets	3,012,488		3,154,313
Property, plant and equipment, net	2,745,377		2,728,699
Investment in equity method investee	180,056		179,882
Deferred charges and other assets, net	605,451		504,003
Total assets	6,543,372		6,566,897
Current liabilities:
Accounts payable	373,262		530,365
Accounts payable - affiliate	30,003		37,863
Accrued expenses	1,600,080		1,462,729
Deferred revenue	2,751		12,340
Total current liabilities	2,006,096		2,043,297
Delaware Economic Development Authority loan			0
Long-term debt	1,579,686		1,576,559
Affiliate notes payable	0		86,298
Forgiveness of related party debt	86,298	$ 0	379,947
Deferred tax liabilities	45,661		45,699
Other long-term liabilities	226,712		226,111
Total liabilities	3,858,155		3,977,964
Commitments and contingencies (Note 8)
Equity:
Member’s equity	2,317,366		2,155,863
Retained earnings/(Accumulated deficit)	380,866		446,519
Accumulated other comprehensive loss	(25,641)		(25,962)
Total PBF Holding Company LLC equity	2,672,591		2,576,420
Noncontrolling interest	12,626		12,513
Total equity	2,685,217		2,588,933
Total liabilities and equity	$ 6,543,372		$ 6,566,897

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Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenues	$ 4,750,198	$ 2,800,185
Cost and expenses
Cost of sales, excluding depreciation	4,251,754	2,445,983
Operating expenses, excluding depreciation	436,853	296,639
General and administrative expenses	40,479	33,269
Equity (income) loss in investee	(3,599)	0
Loss on sale of assets	883	0
Depreciation and amortization expense	55,690	54,293
Total cost and expenses	4,782,060	2,830,184
Income (loss) from operations	(31,862)	(29,999)
Other income (expenses)
Change in fair value of catalyst leases	(2,588)	(2,885)
Interest expense, net	(30,656)	(33,271)
Income (loss) before income taxes	(65,106)	(66,155)
Income tax expense	434	32,273
Net income (loss)	(65,540)	(98,428)
Less: net income attributable to noncontrolling interests	113	303
Net income (loss) attributable to PBF Holding Company LLC	$ (65,653)	$ (98,731)

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Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Net income	$ (65,540)	$ (98,428)
Other comprehensive income:
Unrealized gain (loss) on available for sale securities	34	306
Net gain on pension and other postretirement benefits	287	316
Total other comprehensive income	321	622
Comprehensive income (loss)	(65,219)	(97,806)
Less: comprehensive income attributable to noncontrolling interests	113	303
Comprehensive income (loss) attributable to PBF Holding Company LLC	$ (65,332)	$ (98,109)

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Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Net income	$ (65,540)	$ (98,428)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operations:
Depreciation and amortization	57,869	56,532
Stock-based compensation	5,345	2,621
Change in fair value of catalyst lease obligations	2,588	2,885
Deferred income taxes	(38)	31,487
Non-cash lower of cost or market inventory adjustment	16,039	(59,063)
Non-cash change in inventory repurchase obligations	(23,124)	35,147
Pension and other post retirement benefit costs	10,560	7,680
Income (Loss) from Equity Method Investments, Net of Dividends or Distributions	174	0
Loss on sale of assets	883	0
Net cash used in operations	(304,624)	(43,221)
Changes in operating assets and liabilities:
Accounts receivable	7,490	(86,765)
Due to/from affiliates	(8,581)	746
Inventories	(238,437)	4,035
Prepaid expense and other current assets	(28,299)	(28,142)
Accounts payable	(188,813)	72,966
Accrued expenses	183,139	18,167
Deferred revenue	(9,589)	(889)
Other assets and liabilities	(25,942)	(2,200)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(95,676)	(42,731)
Expenditures for deferred turnaround costs	(64,371)	(82,747)
Expenditures for other assets	(14,847)	(17,163)
Chalmette Acquisition working capital settlement	0	2,659
Net cash used in investing activities	(174,894)	(145,300)
Cash flows from financing activities:
Contributions from PBF LLC	72,000	0
Distributions to members	0	(30,829)
Repayment of affiliate notes payable	0	(517)
Proceeds from Issuance of Long-term Debt	(1,642)	0
Proceeds from revolver borrowings	200,000	0
Repayments of Lines of Credit	(200,000)	0
Net cash provided by (used in) financing activities	70,358	(31,346)
Net decrease in cash and cash equivalents	(409,160)	(219,867)
Cash and equivalents, beginning of period	626,705	914,749
Cash and equivalents, end of period	217,545	694,882
Non-cash activities:
Distribution of assets to PBF Energy Company LLC	25,547	0
Accrued capital expenditures	53,652	7,619
Forgiveness of related party debt	$ 86,298	$ 0

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DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description of the Business

PBF Holding Company LLC (“PBF Holding” 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 96.6% of the outstanding economic interest in, PBF LLC as of March 31, 2017. PBF Investments LLC (“PBF Investments”), Toledo Refining Company LLC (“Toledo Refining” or “TRC”), Paulsboro Refining Company LLC (“Paulsboro Refining” or “PRC”), Delaware City Refining Company LLC (“Delaware City Refining” or “DCR”), Chalmette Refining, L.L.C. (“Chalmette Refining”), PBF Western Region LLC (“PBF Western Region”), Torrance Refining Company LLC (“Torrance Refining”) and Torrance Logistics Company LLC are PBF LLC’s principal operating subsidiaries and are all wholly-owned subsidiaries of PBF Holding. Collectively, PBF Holding and its consolidated subsidiaries are referred to hereinafter as the “Company”.

On May 14, 2014, PBF Logistics LP (“PBFX”), a Delaware master limited partnership, completed its initial public offering (the “PBFX Offering”). PBF Logistics GP LLC (“PBF GP”) serves as the general partner of PBFX. PBF GP is wholly-owned by PBF LLC. In connection with the PBFX Offering, PBF Holding contributed to PBFX the assets and liabilities of certain crude oil terminaling assets. In a series of additional transactions subsequent to the PBFX Offering, PBF Holding distributed certain additional assets to PBF LLC, which in turn contributed those assets to PBFX. PBF Holding and PBF LLC entered into additional transactions with PBFX since the PBFX Offering (as described in “Note 7 - Related Party Transactions”).

Substantially all of the Company’s operations are in the United States. As of March 31, 2017, the Company’s oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and have been aggregated to form one reportable segment. To generate earnings and cash flows from operations, the Company is primarily dependent upon processing crude oil and selling refined petroleum products at margins sufficient to cover fixed and variable costs and other expenses. Crude oil and refined petroleum products are commodities; and factors largely out of the Company’s control can cause prices to vary over time. The potential margin volatility can have a material effect on the Company’s financial position, earnings and cash flow.

Basis of Presentation

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

Reclassification

Certain amounts previously reported in the Company's condensed consolidated financial statements for prior periods have been reclassified to conform to the 2017 presentation. These reclassifications include certain details about accrued expenses in that footnote.

Recently Adopted Accounting Guidance

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

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

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

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

Recent Accounting Pronouncements

In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (“ASU 2015-14”), which defers the effective date of ASU 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”) for all entities by one year. Additional ASUs have been issued in 2016 that provide certain implementation guidance related to ASU 2014-09 (collectively, the Company refers to ASU 2014-09 and these additional ASUs as the “Updated Revenue Recognition Guidance”). The Updated Revenue Recognition Guidance will replace most existing revenue recognition guidance in GAAP when it becomes effective. Under ASU 2015-14, this guidance becomes effective for interim and annual periods beginning after December 15, 2017 and permits the use of either the retrospective or modified retrospective transition method. Under ASU 2015-14, early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company has established a working group to assess the Updated Revenue Recognition Guidance, including its impact on the Company’s business processes, accounting systems, controls and financial statement disclosures. The Company’s preliminary expectation is that it will adopt this guidance using the modified retrospective method whereby a cumulative effect adjustment is recognized upon adoption and the Updated Revenue Recognition Guidance is applied prospectively. It is not anticipated that the Company will early adopt this new guidance. The working group is in the early stages of its implementation plan and continues to evaluate the impact of this new standard on the Company’s consolidated financial statements and related disclosures. Although the Company’s analysis of the new standard is still in process and interpretative and industry specific guidance is still developing, the Company currently does not expect the new standard to have a material impact on the amount or timing of revenues recognized for the majority of its revenue arrangements.

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

In March 2017, the FASB issued ASU 2017-07 “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”), which provides guidance to improve the reporting of net benefit cost in the income statement and on the components eligible for capitalization in assets. Under the new guidance, employers will present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. Only the service cost component will be eligible for capitalization in assets. Additionally, under this guidance, employers will present the other components of the net periodic benefit cost separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. These components will not be eligible for capitalization in assets. Employers will apply the guidance on the presentation of the components of net periodic benefit cost in the income statement retrospectively. The guidance limiting the capitalization of net periodic benefit cost in assets to the service cost component will be applied prospectively. The guidance includes a practical expedient allowing entities to estimate amounts for comparative periods using the information previously disclosed in their pension and other postretirement benefit plan note to the financial statements. The amendments in this ASU are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

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ACQUISITIONS

3 Months Ended

Mar. 31, 2017

Business Combinations [Abstract]

ACQUISITIONS

ACQUISITIONS

Torrance Acquisition

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

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

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

The Company accounted for the Torrance Acquisition as a business combination under GAAP whereby the Company recognizes assets acquired and liabilities assumed in an acquisition at their estimated fair values as of the date of acquisition. The purchase valuation was in process as of March 31, 2017 as the purchase price and fair value allocation may be subject to adjustment pending completion of our assessment of the estimated costs and duration of certain assumed pre-existing environmental obligations.

The total purchase consideration and the fair values of the assets and liabilities at the acquisition date, which may be subject to adjustment as noted above, were as follows:

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

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

	Fair Value Allocation
Inventories	$	404,542
Prepaid expenses and other current assets	1,186
Property, plant and equipment	703,443
Deferred charges and other assets, net	68,053
Accounts payable	(2,688		)
Accrued expenses	(64,137		)
Other long-term liabilities	(138,467		)
Fair value of net assets acquired	$	971,932

The Company’s condensed consolidated financial statements for the three months ended March 31, 2017 include the results of operations of the Torrance refinery and related logistics assets subsequent to the Torrance Acquisition whereas the same period in 2016 does not include the results of operations of such assets. On an unaudited pro forma basis, the revenues and net income of the Company assuming the Torrance Acquisition had occurred on January 1, 2015, are shown below. The unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisition occurred on January 1, 2015, nor is the financial information indicative of the results of future operations. The unaudited pro forma financial information includes the depreciation and amortization expense attributable to the Torrance Acquisition and interest expense associated with the related financing.

	Three Months Ended March 31, 2016
Pro forma revenues	$	3,339,691
Pro forma net loss attributable to PBF Holding LLC	$	(200,167	)

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

Chalmette Acquisition

On November 1, 2015, the Company acquired from ExxonMobil, Mobil Pipe Line Company and PDV Chalmette, L.L.C., 100% of the ownership interests of Chalmette Refining, which owns the Chalmette refinery and related logistics assets (collectively, the “Chalmette Acquisition”). While the Company’s condensed consolidated financial statements for both the three months ended March 31, 2017 and 2016 include the results of operations of Chalmette Refining, the final working capital settlement for the Chalmette Acquisition was finalized in the first quarter of 2016. Additionally, certain acquisition related costs for the Chalmette Acquisition were recorded in the first quarter of 2016.

Acquisition Expenses

The Company incurred acquisition related costs consisting primarily of consulting and legal expenses related to completed, pending and non-consummated acquisitions of $372 and $4,724 in the three months ended March 31, 2017 and 2016, respectively. These costs are included in the condensed consolidated statements of operations in General and administrative expenses.

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INVENTORIES

3 Months Ended

Mar. 31, 2017

Inventory Disclosure [Abstract]

INVENTORIES

INVENTORIES

Inventories consisted of the following:

March 31, 2017
	Titled Inventory			Inventory Intermediation Arrangements			Total
Crude oil and feedstocks	$	1,333,336		$	—		$	1,333,336
Refined products and blendstocks	920,573			351,917			1,272,490
Warehouse stock and other	92,159			—			92,159
	$	2,346,068		$	351,917		$	2,697,985
Lower of cost or market adjustment	(513,090		)	(98,937		)	(612,027		)
Total inventories	$	1,832,978		$	252,980		$	2,085,958

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

Inventory under inventory intermediation arrangements included certain light finished products sold to counterparties in connection with the amended and restated inventory intermediation agreements (“A&R Intermediation Agreements”) with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. (“J. Aron”) and stored in the Paulsboro and Delaware City refineries’ storage facilities.

During the three months ended March 31, 2017, the Company recorded an adjustment to value its inventories to the lower of cost or market which decreased both operating income and net income by $16,039 reflecting the net change in the lower of cost or market inventory reserve from $595,988 at December 31, 2016 to $612,027 at March 31, 2017. During the three months ended March 31, 2016, the Company recorded an adjustment to value its inventories to the lower of cost or market which increased both operating income and net income by $59,063 reflecting the net change in the lower of cost or market inventory reserve from $1,117,336 at December 31, 2015 to $1,058,273 at March 31, 2016.

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ACCRUED EXPENSES

3 Months Ended

Mar. 31, 2017

Payables and Accruals [Abstract]

ACCRUED EXPENSES

ACCRUED EXPENSES

Accrued expenses consisted of the following:

	March 31, 2017		December 31, 2016
Inventory-related accruals	$	797,959	$	810,027
Inventory intermediation arrangements	233,289		225,524
Renewable energy credit and emissions obligations	182,328		70,158
Excise and sales tax payable	98,524		86,046
Accrued transportation costs	80,882		89,830
Accrued refinery maintenance and support costs	38,285		28,670
Accrued utilities	35,563		44,190
Accrued interest	24,091		28,934
Accrued capital expenditures	21,942		33,610
Customer deposits	21,758		9,215
Accrued salaries and benefits	13,513		17,466
Environmental liabilities	9,538		8,882
Other	42,408		10,177
Total accrued expenses	$	1,600,080	$	1,462,729

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

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

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INCOME TAXES

3 Months Ended

Mar. 31, 2017

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

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

The two acquired subsidiaries incurred $224 and $799 of income tax expense for the three months ended March 31, 2017 and 2016, respectively. PBF Holding incurred income tax expense of $210 and $31,474 attributable to PBF Ltd. for the three months ended March 31, 2017 and 2016, respectively. During the preparation of the financial statements for the first quarter of 2016, management determined that the deferred income tax liabilities for PBF Ltd. were understated for prior periods. For the three months ended March 31, 2016, the Company incurred $30,602 of deferred tax expense and $121 of current tax expense relating to a correction of prior periods.

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AFFILIATE NOTE PAYABLE

3 Months Ended

Mar. 31, 2017

INTERCOMPANY NOTE PAYABLE [Abstract]

AFFILIATE NOTE PAYABLE

AFFILIATE NOTES PAYABLE

As of March 31, 2017, PBF Holding had no outstanding affiliate notes payable with PBF Energy and PBF LLC ($86,298 outstanding as of December 31, 2016). 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. Additional borrowings may be made by PBF Holding under such affiliate notes payable from time to time. In the fourth quarter of 2016, the notes were extended to 2021. In the fourth quarter of 2016, PBF LLC converted $379,947 of the outstanding notes payable from PBF Holding to a capital contribution. In the first quarter of 2017, PBF LLC converted the full amount of outstanding notes payable from PBF Holding of $86,298 to a capital contribution. Therefore, as of March 31, 2017, PBF Holding had no outstanding affiliate notes payable with PBF Energy and PBF LLC ($86,298 outstanding as of December 31, 2016).

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2017

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

Transactions and Agreements with PBFX

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, pipeline and storage services agreements with PBFX under which PBFX provides commercial transportation, terminaling, storage and pipeline services to the Company. These agreements with PBFX include:

Contribution Agreements

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

Pursuant to a Contribution Agreement entered into on February 15, 2017, PBF Holding contributed all of the issued and outstanding limited liability company interests of Paulsboro Natural Gas Pipeline Company LLC (“PNGPC”) to PBF LLC. PBFX Operating Company LP (“PBFX Op Co”), PBFX’s wholly-owned subsidiary, in turn acquired the limited liability company interests in PNGPC from PBF LLC in connection with the Contribution Agreement effective February 28, 2017. PNGPC owns and operates the Paulsboro Natural Gas Pipeline, an existing interstate natural gas pipeline which serves PBF Holding's Paulsboro refinery, and is subject to regulation by the Federal Energy Regulatory Commission (“FERC”). PNGPC has FERC approval for, and is in the process of constructing, a new pipeline (the “New Pipeline”) to replace the existing pipeline.

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

Commercial Agreements

In connection with the Contribution Agreements, PBF Holding entered into long-term, fee-based commercial agreements with PBFX. Under these agreements, PBFX provides various pipeline, 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 supported by contractual fee escalations for inflation adjustments and certain increases in operating costs. PBF Holding believes the terms and conditions under these agreements, as well as the Omnibus Agreement (as defined below) and the Services Agreement (as defined below) each with PBFX, are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services.

These commercial agreements (as defined in the table below) with PBFX include:

Service Agreements	Initiation Date	Initial Term	Renewals (a)	Minimum Volume Commitments	Force Majeure
Transportation and Terminaling
Delaware City Rail Terminaling Services Agreement	5/8/2014	7 years, 8 months	2 x 5	85,000 bpd	PBFX or PBF Holding can declare
Toledo Truck Unloading & Terminaling Services Agreement	5/8/2014	7 years, 8 months	2 x 5	5,500 bpd
Delaware West Ladder Rack Terminaling Services Agreement	10/1/2014	7 years, 3 months	2 x 5	40,000 bpd
Toledo Storage Facility Storage and Terminaling Services Agreement- Terminaling Facility	12/12/2014	10 years	2 x 5	4,400 bpd
Delaware Pipeline Services Agreement	5/15/2015	10 years, 8 months	2 x 5	50,000 bpd
Delaware Pipeline Services Agreement- Magellan Connection	11/1/2016	2 years, 5 months	N/A	14,500 bpd
Delaware City Truck Loading Services Agreement- Gasoline	5/15/2015	10 years, 8 months	2 x 5	30,000 bpd
Delaware City Truck Loading Services Agreement- LPGs	5/15/2015	10 years, 8 months	2 x 5	5,000 bpd
Torrance Valley Pipeline Transportation Services Agreement- North Pipeline	8/31/2016	10 years	2 x 5	50,000 bpd
Torrance Valley Pipeline Transportation Services Agreement- South Pipeline	8/31/2016	10 years	2 x 5	70,000 bpd
Torrance Valley Pipeline Transportation Services Agreement- Midway Storage Tank	8/31/2016	10 years	2 x 5	55,000 barrels (c)
Torrance Valley Pipeline Transportation Services Agreement- Emido Storage Tank	8/31/2016	10 years	2 x 5	900,000 barrels per month
Torrance Valley Pipeline Transportation Services Agreement- Belridge Storage Tank	8/31/2016	10 years	2 x 5	770,000 barrels per month
Paulsboro Natural Gas Pipeline Services Agreement (b)	9/1/2011	15 years	Evergreen	N/A
Storage
Toledo Storage Facility Storage and Terminaling Services Agreement- Storage Facility	12/12/2014	10 years	2 x 5	3,849,271 barrels (c)	PBFX or PBF Holding can declare
Chalmette Storage Agreement (d)	See note (d)	10 years	2 x 5	625,000 barrels

____________________

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

(b) In connection with the PNGPC Acquisition, PBFX assumed the current commercial transportation agreement between PNGPC and the Paulsboro refinery. Subsequent to the completion of the New Pipeline, PBF Holding will enter into a new transportation agreement with PBFX.

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

(d) The Chalmette Storage Agreement was entered into on February 15, 2017 but commences at the earlier of November 1, 2017 or the completion of the Chalmette Storage Tank construction (as defined below).

In addition, PBF Holding entered into additional commercial agreements with PBFX related to the four refined products terminals in the greater Philadelphia region (the “East Coast Terminals”) acquired by PBFX in April 2016. These agreements have initial terms ranging from approximately three months to five years and include:

• tank lease agreements, under which PBFX provides tank lease services to PBF Holding at the East Coast Terminals, with MVCs of total aggregate shell capacity; and

• terminaling service agreements, under which PBFX provides terminaling and other services to PBF Holding at the East Coast Terminals. The terminaling service agreements have no MVCs and are billed based on actual volumes throughput, other than a terminaling services agreement between the East Coast Terminals’ Paulsboro, New Jersey location and PBF Holding with a 15,000 bpd MVC.

Other Agreements

In addition to the commercial agreements described above, at the closing of the PBFX Offering, PBFX entered into an omnibus agreement, which has been amended and restated in connection with the closing of certain transactions contemplated by the Contribution Agreements with PBF GP, PBF LLC and PBF Holding (as amended, the “Omnibus Agreement”). The Omnibus Agreement addresses the payment of an annual fee for the provision of various general and administrative services and reimbursement of salary and benefit costs for certain PBF Energy employees. The annual fee was increased to $6,900 per year effective as of January 1, 2017.

In connection with the PBFX Offering, PBFX also entered into an Operation and Management Services and Secondment Agreement with PBF Holding and certain of its subsidiaries, pursuant to which PBF Holding and its subsidiaries provides PBFX with the personnel necessary for PBFX to perform its obligations under its commercial agreements. 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. On February 28, 2017, PBF Holding and PBFX entered into the Fifth Amended and Restated Services Agreement (as amended, the “Services Agreement”) in connection with the PNGPC Acquisition resulting in an increase to the annual fee to $6,696. The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that PBFX may terminate any service on 30 days’ notice.

On February 15, 2017, PBF Holding into a ten-year storage services agreement (the “Chalmette Storage Agreement”) with PBFX Op Co under which PBFX Op Co will provide storage services to PBF Holding upon the earlier of November 1, 2017 and the completion of construction of a new tank at the Chalmette refinery (the “Chalmette Storage Tank”). PBFX Op Co and Chalmette Refining, L.L.C. (“Chalmette Refining”) have entered into a twenty-year lease for the premises upon which the tank will be located (the “Lease”) and a project management agreement pursuant to which Chalmette Refining will manage the construction of the tank. The Lease can be extended by PBFX Op Co for two additional ten year terms.

Summary of Transactions with PBFX

A summary of revenue and expense transactions with PBFX is as follows:

	Three Months Ended March 31,
	2017		2016
Revenues under affiliate agreements:
Services Agreement	$	1,618	$	1,122
Omnibus Agreement	1,654		844
Total expenses under affiliate agreements	56,202		36,549

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Environmental Matters

The Company’s refineries, pipelines and related operations are subject to extensive and frequently changing federal, state and local laws and regulations, including, but not limited to, those relating to the discharge of materials into the environment or that otherwise relate to the protection of the environment, 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 Paulsboro environmental liability of $11,454 recorded as of March 31, 2017 ($10,792 as of December 31, 2016) represents the present value of expected future costs discounted at a rate of 8.0%. The current portion of the environmental liability is recorded in Accrued expenses and the non-current portion is recorded in Other long-term liabilities. 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.

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

As of November 1, 2015, the Company acquired Chalmette Refining, which was in discussions with the Louisiana Department of Environmental Quality (“LDEQ”) to resolve self-reported deviations from refinery operations relating to certain Clean Air Act Title V permit conditions, limits and other requirements. LDEQ commenced an enforcement action against Chalmette Refining on November 14, 2014 by issuing a Consolidated Compliance Order and Notice of Potential Penalty (the “Order”) covering deviations from 2009 and 2010. Chalmette Refining and LDEQ subsequently entered into a dispute resolution agreement, the enforcement of which has been suspended while negotiations are ongoing, which may include the resolution of deviations outside the periods covered by the Order. In February 2017, Chalmette Refining and the LDEQ met to resolve the issues under the Order, including the assessment of an administrative penalty against Chalmette Refining. Although a resolution has not been finalized, the administrative penalty is anticipated to be approximately $700, including beneficial environmental projects. To the extent the administrative penalty exceeds such amount, it is not expected to be material to the Company.

On January 24, 2017, in connection with a Clean Air Act inspection in May 2014 by the EPA to determine compliance with 40 CFR Subpart 68 Chemical Accident Prevention Provisions, EPA notified the Chalmette refinery of its intent to bring an enforcement action on two findings from the audit. No settlement or penalty demand has been received to date. It is reasonably possible that EPA will assess penalties in these matters but any such amount is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

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

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

On February 3, 2011, EPA sent a request for information pursuant to Section 114 of the Clean Air Act to the Paulsboro refinery with respect to compliance with EPA standards governing flaring. The refinery and the EPA have reached agreement on settlement, which includes a civil penalty of $180. The refinery is waiting for the consent decree to be lodged.

On February 14, 2017, the New Jersey Department of Environmental Protection (“NJDEP”) submitted a proposed Administrative Consent Order (“ACO”) which covers air emission violations from 2013 through 2016 and work practice standards that were not subject to an affirmative defense at the Paulsboro refinery. In settlement of the violations, the NJDEP has proposed that the Paulsboro refinery pay a civil administrative penalty of $313, which includes $153 for a supplemental environmental project. If the offer is accepted, the remaining $160 shall be remitted by the Paulsboro refinery within 30 days of receipt of the offer. This amount is not material to the Company, individually or in the aggregate.

In connection with the acquisition of the Torrance refinery and related logistics assets, the Company assumed certain pre-existing environmental liabilities totaling $140,417 as of March 31, 2017 ($142,456 as of December 31, 2016), related to certain environmental remediation obligations to address existing soil and groundwater contamination and monitoring and other clean up activities, which reflects the current estimated cost of the remediation obligations. The current portion of the environmental liability is recorded in Accrued expenses and the non-current portion is recorded in Other long-term liabilities. In addition, in connection with the acquisition of the Torrance refinery and related logistics assets, the Company purchased a ten year, $100,000 environmental insurance policy to insure against unknown environmental liabilities. Furthermore, in connection with the acquisition, the Company assumed responsibility for certain specified environmental matters that occurred prior to the Company’s ownership of the refinery. Specifically, the Company assumed responsibility for specified NOVs issued by the Southern California Air Quality Management District (“SCAQMD”) in various years before the Company’s ownership.

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

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

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

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

The EPA published the final 2014-2016 standards under the Renewable Fuels Standard (“RFS”) late in 2015 and issued final 2017 RFS standards in November 2016. It is not clear that renewable fuel producers will be able to produce the volumes of these fuels required for blending in accordance with the 2017 standards. The final 2017 cellulosic standard is at approximately 135% of the 2016 standard. It is likely that cellulosic RIN production will be lower than needed forcing obligated parties, such as the Company, to purchase cellulosic “waiver credits” to comply in 2017 (the waiver credit option by regulation is only available for the cellulosic standard). The advanced and total RIN requirements were raised (by 7% and 3% respectively) above the original proposed level in May 2016. Production of advanced RINs has been below what is needed for compliance in 2016. Obligated parties, such as the Company, will likely be relying on the nesting feature of the biodiesel RIN to comply with the advanced standard in 2017. While the Company believes that total RIN production will be adequate for 2016 needs, the new 2017 standard will put obligated parties up against the E10 blendwall leaving little flexibility. Compliance in 2017 will likely rely on obligated parties drawing down the supply of excess RINs collectively known as the “RIN bank” and could tighten the RIN market potentially raising RIN prices further. The Company is actively supporting a proposal to change the point of obligation under the RFS program to the “blender” of renewable fuels. The Company believes this proposed change will level the playing field between participating parties in the program. The new presidential administration may be supportive of this proposal. Depending on how the new administration addresses this proposal and any future changes to the RFS 2 program there could be a material impact on the Company’s cost of compliance with RFS 2.

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

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

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

However, subsequent to the acquisition, the Company is recovering the majority of these costs from its customers, and as such does not expect this obligation to materially impact the Company’s financial position, results of operations, or cash flows. To the degree there are unfavorable changes to AB 32 or SB 32 regulations or the Company is unable to recover such compliance costs from customers, these regulations could have a material adverse effect on our financial position, results of operations and cash flows.

The Company is subject to obligations to purchase RINs required to comply with the RFS. In late 2015, the EPA initiated enforcement proceedings against companies it believes produced invalid RINs. On October 13, 2016, PBF Holding and its subsidiaries, Toledo Refining Company LLC and Delaware City Refining Company LLC, were notified by the EPA that its records indicated that these entities used potentially invalid RINs. The EPA directed each of the subsidiaries to resubmit reports to remove the potentially invalid RINs and to replace the invalid RINs with valid RINs with the same D Code. The invalid RINs have been retired and the Company has executed settlement agreements with the EPA requiring the payment of penalties of $550.

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

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

PBF LLC Limited Liability Company Agreement

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

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

Tax Receivable Agreement

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

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

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EMPLOYEE BENEFIT PLANS

3 Months Ended

Mar. 31, 2017

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

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS

In August 2016 the Company amended the PBF Energy Pension Plan and the Post-Retirement Medical Plan to, among other things, incorporate into the plan all employees who became employed at the Company’s California locations on July 1, 2016, in connection with the Torrance Acquisition. The amendments to the plan were effective as of July 1, 2016. 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	2017			2016
Components of net periodic benefit cost:
Service cost	$	10,143		$	7,340
Interest cost	1,084			776
Expected return on plan assets	(1,442		)	(1,106		)
Amortization of prior service cost	13			13
Amortization of actuarial loss (gain)	113			194
Net periodic benefit cost	$	9,911		$	7,217

	Three Months Ended   March 31,
Post-Retirement Medical Plan	2017		2016
Components of net periodic benefit cost:
Service cost	$	316	$	220
Interest cost	172		134
Amortization of prior service cost	161		109
Amortization of actuarial loss (gain)	—		—
Net periodic benefit cost	$	649	$	463

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FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2017

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

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

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, 2017
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
	Level 1		Level 2		Level 3
Assets:
Money market funds	$	30,663	$	—	$	—	$	30,663	N/A		$	30,663
Commodity contracts	17,980		290		—		18,270		(16,422	)	1,848
Derivatives included with inventory intermediation agreement obligations	—		29,182		—		29,182		—		29,182
Liabilities:
Commodity contracts	13,132		3,290		—		16,422		(16,422	)	—
Catalyst lease obligations	—		48,558		—		48,558		—		48,558

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

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

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

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

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

• The 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.

Non-qualified pension plan assets are measured at fair value using a market approach based on published net asset values of mutual funds as a practical expedient. As of March 31, 2017 and December 31, 2016, $9,513 and $9,440, respectively, were included within Deferred charges and other assets, net for these non-qualified pension plan assets.

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

	Three Months Ended March 31,
	2017			2016
Balance at beginning of period	$	(84	)	$	3,543
Purchases	—			—
Settlements	45			(256		)
Unrealized gain (loss) included in earnings	39			(1,372		)
Transfers into Level 3	—			—
Transfers out of Level 3	—			—
Balance at end of period	$	—		$	1,915

There were no transfers between levels during the three months ended March 31, 2017 or 2016.

Fair value of debt

The table below summarizes the fair value and carrying value of debt as of March 31, 2017 and December 31, 2016.

	March 31, 2017				December 31, 2016
	Carrying value		Fair  value		Carrying  value		Fair value
Senior Secured Notes due 2020 (a)	$	671,189	$	692,332	$	670,867	$	696,098
Senior Secured Notes due 2023 (a)	500,000		506,911		500,000		498,801
Revolving Loan (b)	350,000		350,000		350,000		350,000
PBF Rail Term Loan (b)	33,358		33,358		35,000		35,000
Catalyst leases (c)	48,558		48,558		45,969		45,969
	1,603,105		1,631,159		1,601,836		1,625,868
Less - Current maturities	—		—		—		—
Less - Unamortized deferred financing costs	23,419		n/a		25,277		n/a
Long-term debt	$	1,579,686	$	1,631,159	$	1,576,559	$	1,625,868

(a) The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the Senior Secured Notes.

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

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

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DERIVATIVES

3 Months Ended

Mar. 31, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVES

DERIVATIVES

The Company uses derivative instruments to mitigate certain exposures to commodity price risk. 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 intermediates and refined products under these agreements are derivative instruments that have been designated as fair value hedges in order to hedge the commodity price volatility of certain refinery inventory. The fair value of these purchase obligation derivatives is based on market prices of the underlying intermediates and refined products. The level of activity for these derivatives is based on the level of operating inventories.

As of March 31, 2017, there were 3,471,786 barrels of intermediates and refined products (2,942,348 barrels at December 31, 2016) outstanding under these derivative instruments designated as fair value hedges and no barrels (no barrels at December 31, 2016) 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, 2017, there were 14,845,000 barrels of crude oil and 6,714,000 barrels of refined products (5,950,000 and 2,831,000, respectively, as of December 31, 2016), 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, 2017 and December 31, 2016 and the line items in the condensed 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, 2017:
Derivatives included with the inventory intermediation agreement obligations	Accrued expenses	$	29,182
December 31, 2016:
Derivatives included with the inventory intermediation agreement obligations	Accrued expenses	$	6,058
Derivatives not designated as hedging instruments:
March 31, 2017:
Commodity contracts	Accounts receivable	$	1,848
December 31, 2016:
Commodity contracts	Accrued expenses	$	3,508

The following table provides information about the gains or losses recognized in income on these derivative instruments and the line items in the condensed 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, 2017:
Derivatives included with the inventory intermediation agreement obligations	Cost of sales	$	23,124
For the three months ended March 31, 2016:
Derivatives included with the inventory intermediation agreement obligations	Cost of sales	$	(35,146	)
Derivatives not designated as hedging instruments:
For the three months ended March 31, 2017:
Commodity contracts	Cost of sales	$	391
For the three months ended March 31, 2016:
Commodity contracts	Cost of sales	$	(19,953	)
Hedged items designated in fair value hedges:
For the three months ended March 31, 2017:
Intermediate and refined product inventory	Cost of sales	$	(23,124	)
For the three months ended March 31, 2016:
Intermediate and refined product inventory	Cost of sales	$	35,146

The Company had no ineffectiveness related to the Company’s fair value hedges for the three months ended March 31, 2017 and 2016.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2017

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

Dividend Declared

On May 4, 2017, PBF Energy, PBF Holding’s indirect parent, announced a dividend of $0.30 per share on outstanding Class A common stock. The dividend is payable on May 31, 2017 to PBF Energy Class A common stockholders of record at the close of business on May 16, 2017.

Inventory Intermediation Agreements

On May 4, 2017, PBF Holding and its subsidiaries, DCR and PRC, entered into amendments to the inventory intermediation agreements (as amended, the "Intermediation Agreement Amendments") with J. Aron, pursuant to which certain terms of the existing inventory intermediation agreements were amended, including, among other things, pricing and an extension of the terms. The Intermediation Agreement Amendment by and among J. Aron, PBF Holding and PRC relating to the A&R Intermediation Agreement for the Paulsboro refinery extends the term to January 2, 2018, which term may be further extended by mutual consent of the parties to July 1, 2019. The Intermediation Agreement Amendment by and among J. Aron, PBF Holding and DCR relating to the A&R Intermediation Agreement for the Delaware City refinery extends the term to July 1, 2019, which term may be further extended by mutual consent of the parties to July 1, 2020.

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CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

3 Months Ended

Mar. 31, 2017

Condensed Financial Information of Subsidiary Disclosure [Abstract]

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

PBF Services Company, Delaware City Refining Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Toledo Refining Company LLC, Chalmette Refining, L.L.C., PBF Western Region LLC, Torrance Refining Company LLC, Torrance Logistics Company LLC and PBF Investments LLC are 100% owned subsidiaries of PBF Holding and serve as guarantors of the obligations under the Senior 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 indentures dated February 9, 2012 and November 24, 2015, among PBF Holding, PBF Finance, the guarantors party thereto and Wilmington Trust, National Association, governs subsidiaries designated as “Guarantor Subsidiaries”. PBF Energy Limited, PBF Transportation Company LLC, PBF Rail Logistics Company LLC, MOEM Pipeline LLC, Collins Pipeline Company, T&M Terminal Company, TVP Holding Company LLC (“TVP Holding”), Torrance Basin Pipeline Company LLC and Torrance Pipeline Company LLC are consolidated subsidiaries of the Company that are not guarantors of the Senior Secured Notes. Additionally, our 50% equity investment in Torrance Valley Pipeline Company, held by TVP Holding is included in our Non-Guarantor financial position and results of operations and cash flows as TVP Holding is not a guarantor of the Senior 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 and the Non-Guarantor Subsidiaries, the combining and consolidating adjustments and eliminations and the Issuer’s consolidated accounts for the dates and periods indicated. For purposes of the following combining and consolidating information, the Issuer’s investment in its subsidiaries and the Guarantor subsidiaries’ investments in their subsidiaries are accounted for under the equity method of accounting.

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	March 31, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	134,312		$	36,705		$	46,528		$	—		$	217,545
Accounts receivable	577,601			6,863			23,927			—			608,391
Accounts receivable - affiliate	652			18,908			599			—			20,159
Affiliate note receivable	—			11,600			—			—			11,600
Inventories	1,877,091			—			208,867			—			2,085,958
Prepaid expense and other current assets	26,453			42,153			229			—			68,835
Due from related parties	25,381,354			22,185,000			5,190,264			(52,756,618		)	—
Total current assets	27,997,463			22,301,229			5,470,414			(52,756,618		)	3,012,488
Property, plant and equipment, net	31,859			2,472,462			241,056			—			2,745,377
Investment in subsidiaries	340,774			436,400			—			(777,174		)	—
Investment in equity method investee	—			—			180,056			—			180,056
Deferred charges and other assets, net	32,393			573,058			—			—			605,451
Total assets	$	28,402,489		$	25,783,149		$	5,891,526		$	(53,533,792	)	$	6,543,372
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	199,929		$	163,115		$	10,218		$	—		$	373,262
Accounts payable - affiliate	30,030			68			(95		)	—			30,003
Accrued expenses	1,286,243			145,614			168,223			—			1,600,080
Deferred revenue	1,326			1,412			13			—			2,751
Due to related parties	22,670,320			24,878,148			5,208,150			(52,756,618		)	—
Total current liabilities	24,187,848			25,188,357			5,386,509			(52,756,618		)	2,006,096
Long-term debt	1,498,238			48,503			32,945			—			1,579,686
Deferred tax liabilities	—			—			45,661			—			45,661
Other long-term liabilities	31,186			192,056			3,470			—			226,712
Total liabilities	25,717,272			25,428,916			5,468,585			(52,756,618		)	3,858,155
Commitments and contingencies
Equity:
Member’s equity	2,317,366			1,714,778			371,731			(2,086,509		)	2,317,366
Retained earnings / (Accumulated deficit)	380,866			(1,364,935		)	51,210			1,313,725			380,866
Accumulated other comprehensive (loss) income	(25,641		)	(8,236		)	—			8,236			(25,641		)
Total PBF Holding Company LLC equity	2,672,591			341,607			422,941			(764,548		)	2,672,591
Noncontrolling interest	12,626			12,626			—			(12,626		)	12,626
Total equity	2,685,217			354,233			422,941			(777,174		)	2,685,217
Total liabilities and equity	$	28,402,489		$	25,783,149		$	5,891,526		$	(53,533,792	)	$	6,543,372

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	December 31, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	530,085		$	56,717		$	41,366	$	(1,463	)	$	626,705
Accounts receivable	599,147			7,999			8,735		—			615,881
Accounts receivable - affiliate	2,432			4,504			695		—			7,631
Inventories	1,680,058			—			183,502		—			1,863,560
Prepaid expense and other current assets	27,443			12,933			160		—			40,536
Due from related parties	24,141,120			21,883,569			4,692,799		(50,717,488		)	—
Total current assets	26,980,285			21,965,722			4,927,257		(50,718,951		)	3,154,313
Property, plant and equipment, net	33,772			2,452,877			242,050		—			2,728,699
Investment in subsidiaries	705,034			440,377			—		(1,145,411		)	—
Investment in equity method investee	—			—			179,882		—			179,882
Deferred charges and other assets, net	12,317			491,673			13		—			504,003
Total assets	$	27,731,408		$	25,350,649		$	5,349,202	$	(51,864,362	)	$	6,566,897
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	360,260		$	157,277		$	14,291	$	(1,463	)	$	530,365
Accounts payable - affiliate	37,077			786			—		—			37,863
Accrued expenses	1,094,581			201,935			166,213		—			1,462,729
Deferred revenue	10,901			1,438			1		—			12,340
Due to related parties	22,027,065			24,031,520			4,658,903		(50,717,488		)	—
Total current liabilities	23,529,884			24,392,956			4,839,408		(50,718,951		)	2,043,297
Long-term debt	1,496,085			45,908			34,566		—			1,576,559
Affiliate notes payable	86,298			—			—		—			86,298
Deferred tax liabilities	—			—			45,699		—			45,699
Other long-term liabilities	30,208			192,204			3,699		—			226,111
Total liabilities	25,142,475			24,631,068			4,923,372		(50,718,951		)	3,977,964
Commitments and contingencies
Equity:
Member’s equity	2,155,863			1,714,997			374,067		(2,089,064		)	2,155,863
Retained earnings / (accumulated deficit)	446,519			(999,693		)	51,763		947,930			446,519
Accumulated other comprehensive (loss) income	(25,962		)	(8,236		)	—		8,236			(25,962		)
Total PBF Holding Company LLC equity	2,576,420			707,068			425,830		(1,132,898		)	2,576,420
Noncontrolling interest	12,513			12,513			—		(12,513		)	12,513
Total equity	2,588,933			719,581			425,830		(1,145,411		)	2,588,933
Total liabilities and equity	$	27,731,408		$	25,350,649		$	5,349,202	$	(51,864,362	)	$	6,566,897

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended March 31, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	4,725,779		$	625,769		$	529,905		$	(1,131,255	)	$	4,750,198
Costs and expenses
Cost of sales, excluding depreciation	4,360,620			497,774			524,615			(1,131,255		)	4,251,754
Operating expenses, excluding depreciation	(5		)	429,530			7,328			—			436,853
General and administrative expenses	33,695			7,165			(381		)	—			40,479
Equity (income) loss in investee	—			—			(3,599		)	—			(3,599		)
Loss on sale of assets	—			883			—			—			883
Depreciation and amortization expense	1,762			52,047			1,881			—			55,690
	4,396,072			987,399			529,844			(1,131,255		)	4,782,060
Income (loss) from operations	329,707			(361,630		)	61			—			(31,862		)
Other income (expenses)
Equity in earnings (loss) of subsidiaries	(365,129		)	(553		)	—			365,682			—
Change in fair value of catalyst leases	—			(2,588		)	—			—			(2,588		)
Interest expense, net	(30,118		)	(358		)	(180		)	—			(30,656		)
Income (loss) before income taxes	(65,540		)	(365,129		)	(119		)	365,682			(65,106		)
Income tax expense	—			—			434			—			434
Net income (loss)	(65,540		)	(365,129		)	(553		)	365,682			(65,540		)
Less: net income (loss) attributable to noncontrolling interests	113			113			—			(113		)	113
Net income (loss) attributable to PBF Holding Company LLC	$	(65,653	)	$	(365,242	)	$	(553	)	$	365,795		$	(65,653	)
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	(65,332	)	$	(365,242	)	$	(553	)	$	365,795		$	(65,332	)

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended March 31, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	2,795,916		$	49,619		$	320,720		$	(366,070	)	$	2,800,185
Costs and expenses
Cost of sales, excluding depreciation	2,439,388			63,970			308,695			(366,070		)	2,445,983
Operating expenses, excluding depreciation	(372		)	294,034			2,977			—			296,639
General and administrative expenses	28,697			6,851			(2,279		)	—			33,269
Depreciation and amortization expense	1,697			50,742			1,854			—			54,293
	2,469,410			415,597			311,247			(366,070		)	2,830,184
Income (loss) from operations	326,506			(365,978		)	9,473			—			(29,999		)
Other income (expenses)
Equity in earnings (loss) of subsidiaries	(392,593		)	—			—			392,593			—
Change in fair value of catalyst leases	—			(2,885		)	—			—			(2,885		)
Interest expense, net	(32,341		)	(358		)	(572		)	—			(33,271		)
Income (loss) before income taxes	(98,428		)	(369,221		)	8,901			392,593			(66,155		)
Income tax expense	—			—			32,273			—			32,273
Net income (loss)	(98,428		)	(369,221		)	(23,372		)	392,593			(98,428		)
Less: net income attributable to noncontrolling interests	303			303			—			(303		)	303
Net income (loss) attributable to PBF Holding Company LLC	$	(98,731	)	$	(369,524	)	$	(23,372	)	$	392,896		$	(98,731	)
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	(98,109	)	$	(369,524	)	$	(23,372	)	$	392,896		$	(98,109	)

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Three Months Ended March 31, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	(65,540	)	$	(365,129	)	$	(553	)	$	365,682		$	(65,540	)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operations:
Depreciation and amortization	3,914			52,054			1,901			—			57,869
Stock-based compensation	—			5,345			—			—			5,345
Change in fair value of catalyst leases	—			2,588			—			—			2,588
Deferred income taxes	—			—			(38		)	—			(38		)
Non-cash lower of cost or market inventory adjustment	16,039			—			—			—			16,039
Non-cash change in inventory repurchase obligations	(23,124		)	—			—			—			(23,124		)
Pension and other post-retirement benefit costs	1,651			8,909			—			—			10,560
Undistributed earnings of equity method investee	—			—			(174		)	—			(174		)
Loss on sale of assets	—			883			—			—			883
Equity in earnings of subsidiaries	365,129			553			—			(365,682		)	—
Changes in operating assets and liabilities:
Accounts receivable	21,546			1,136			(15,192		)	—			7,490
Due to/from affiliates	(580,598		)	520,234			51,783			—			(8,581		)
Inventories	(213,072		)	—			(25,365		)	—			(238,437		)
Prepaid expenses and other current assets	992			(29,222		)	(69		)	—			(28,299		)
Accounts payable	(160,331		)	(25,872		)	(4,073		)	1,463			(188,813		)
Accrued expenses	196,138			(14,993		)	1,994			—			183,139
Deferred revenue	(9,575		)	(26		)	12			—			(9,589		)
Other assets and liabilities	(14,962		)	(7,752		)	(3,228		)	—			(25,942		)
Net cash (used in) provided by operations	(461,793		)	148,708			6,998			1,463			(304,624		)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(527		)	(94,955		)	(194		)	—			(95,676		)
Expenditures for deferred turnaround costs	—			(64,371		)	—			—			(64,371		)
Expenditures for other assets	—			(14,847		)	—			—			(14,847		)
Net cash used in investing activities	(527		)	(174,173		)	(194		)	—			(174,894		)
Cash flows from financing activities:
Contributions from PBF LLC	72,000			—			—			—			72,000
Repayments of PBF Rail term loan	—			—			(1,642		)	—			(1,642		)
Proceeds from revolver borrowings	200,000			—			—			—			200,000
Repayment of revolver borrowings	(200,000		)	—			—			—			(200,000		)
Due to/from affiliates	(5,453		)	5,453			—			—			—
Net cash provided by (used in) financing activities	66,547			5,453			(1,642		)	—			70,358
Net (decrease) increase in cash and cash equivalents	(395,773		)	(20,012		)	5,162			1,463			(409,160		)
Cash and cash equivalents, beginning of period	530,085			56,717			41,366			(1,463		)	626,705
Cash and cash equivalents, end of period	$	134,312		$	36,705		$	46,528		$	—		$	217,545

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Three Months Ended March 31, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	(98,428	)	$	(369,221	)	$	(23,372	)	$	392,593		$	(98,428	)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operations:
Depreciation and amortization	3,884			50,700			1,948			—			56,532
Stock-based compensation	—			2,621			—			—			2,621
Change in fair value of catalyst leases	—			2,885			—			—			2,885
Deferred income taxes	—			—			31,487			—			31,487
Non-cash change in inventory repurchase obligations	—			35,147			—			—			35,147
Non-cash lower of cost of market inventory adjustment	(78,159		)	19,096			—			—			(59,063		)
Pension and other post-retirement benefit costs	1,732			5,948			—			—			7,680
Equity in earnings of subsidiaries	392,593			—			—			(392,593		)	—
Changes in operating assets and liabilities:
Accounts receivable	(97,973		)	6,717			4,491			—			(86,765		)
Due to/from affiliates	(412,569		)	416,735			(3,420		)	—			746
Inventories	55,526			(28,387		)	(23,104		)	—			4,035
Prepaid expense and other current assets	(6,227		)	(22,016		)	101			—			(28,142		)
Accounts payable	35,441			37,120			(577		)	982			72,966
Accrued expenses	(119		)	(3,661		)	21,947			—			18,167
Deferred revenue	(889		)	—			—			—			(889		)
Other assets and liabilities	(41		)	(3,511		)	1,352			—			(2,200		)
Net cash provided by (used in) operations	(205,229		)	150,173			10,853			982			(43,221		)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(5,466		)	(37,260		)	(5		)	—			(42,731		)
Expenditures for deferred turnaround costs	—			(82,747		)	—			—			(82,747		)
Expenditures for other assets	—			(17,163		)	—			—			(17,163		)
Chalmette Acquisition working capital settlement	—			(2,659		)	—			—			(2,659		)
Net cash used in investing activities	(5,466		)	(139,829		)	(5		)	—			(145,300		)
Cash flows from financing activities:
Distributions to members	(30,829		)	—			—			—			(30,829		)
Repayment of affiliate notes payable	(517		)	—			—			—			(517		)
Net cash used in financing activities	(31,346		)	—			—			—			(31,346		)
Net increase (decrease) in cash and cash equivalents	(242,041		)	10,344			10,848			982			(219,867		)
Cash and cash equivalents, beginning of period	882,820			6,236			28,968			(3,275		)	914,749
Cash and cash equivalents, end of period	$	640,779		$	16,580		$	39,816		$	(2,293	)	$	694,882

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DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Policies)

3 Months Ended

Mar. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

New Accounting Pronouncements

Recently Adopted Accounting Guidance

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

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

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

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

Recent Accounting Pronouncements

In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (“ASU 2015-14”), which defers the effective date of ASU 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”) for all entities by one year. Additional ASUs have been issued in 2016 that provide certain implementation guidance related to ASU 2014-09 (collectively, the Company refers to ASU 2014-09 and these additional ASUs as the “Updated Revenue Recognition Guidance”). The Updated Revenue Recognition Guidance will replace most existing revenue recognition guidance in GAAP when it becomes effective. Under ASU 2015-14, this guidance becomes effective for interim and annual periods beginning after December 15, 2017 and permits the use of either the retrospective or modified retrospective transition method. Under ASU 2015-14, early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company has established a working group to assess the Updated Revenue Recognition Guidance, including its impact on the Company’s business processes, accounting systems, controls and financial statement disclosures. The Company’s preliminary expectation is that it will adopt this guidance using the modified retrospective method whereby a cumulative effect adjustment is recognized upon adoption and the Updated Revenue Recognition Guidance is applied prospectively. It is not anticipated that the Company will early adopt this new guidance. The working group is in the early stages of its implementation plan and continues to evaluate the impact of this new standard on the Company’s consolidated financial statements and related disclosures. Although the Company’s analysis of the new standard is still in process and interpretative and industry specific guidance is still developing, the Company currently does not expect the new standard to have a material impact on the amount or timing of revenues recognized for the majority of its revenue arrangements.

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

In March 2017, the FASB issued ASU 2017-07 “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”), which provides guidance to improve the reporting of net benefit cost in the income statement and on the components eligible for capitalization in assets. Under the new guidance, employers will present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. Only the service cost component will be eligible for capitalization in assets. Additionally, under this guidance, employers will present the other components of the net periodic benefit cost separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. These components will not be eligible for capitalization in assets. Employers will apply the guidance on the presentation of the components of net periodic benefit cost in the income statement retrospectively. The guidance limiting the capitalization of net periodic benefit cost in assets to the service cost component will be applied prospectively. The guidance includes a practical expedient allowing entities to estimate amounts for comparative periods using the information previously disclosed in their pension and other postretirement benefit plan note to the financial statements. The amendments in this ASU are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

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ACQUISITIONS (Tables)

3 Months Ended

Mar. 31, 2017

Business Combinations [Abstract]

Schedule of purchase consideration given

The total purchase consideration and the fair values of the assets and liabilities at the acquisition date, which may be subject to adjustment as noted above, were as follows:

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

Schedule of assets acquired and liabilities assumed

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

	Fair Value Allocation
Inventories	$	404,542
Prepaid expenses and other current assets	1,186
Property, plant and equipment	703,443
Deferred charges and other assets, net	68,053
Accounts payable	(2,688		)
Accrued expenses	(64,137		)
Other long-term liabilities	(138,467		)
Fair value of net assets acquired	$	971,932

Schedule of pro forma information

	Three Months Ended March 31, 2016
Pro forma revenues	$	3,339,691
Pro forma net loss attributable to PBF Holding LLC	$	(200,167	)

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

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INVENTORIES (Tables)

3 Months Ended

Mar. 31, 2017

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventories consisted of the following:

March 31, 2017
	Titled Inventory			Inventory Intermediation Arrangements			Total
Crude oil and feedstocks	$	1,333,336		$	—		$	1,333,336
Refined products and blendstocks	920,573			351,917			1,272,490
Warehouse stock and other	92,159			—			92,159
	$	2,346,068		$	351,917		$	2,697,985
Lower of cost or market adjustment	(513,090		)	(98,937		)	(612,027		)
Total inventories	$	1,832,978		$	252,980		$	2,085,958

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

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ACCRUED EXPENSES (Tables)

3 Months Ended

Mar. 31, 2017

Payables and Accruals [Abstract]

Schedule of accrued expenses

Accrued expenses consisted of the following:

	March 31, 2017		December 31, 2016
Inventory-related accruals	$	797,959	$	810,027
Inventory intermediation arrangements	233,289		225,524
Renewable energy credit and emissions obligations	182,328		70,158
Excise and sales tax payable	98,524		86,046
Accrued transportation costs	80,882		89,830
Accrued refinery maintenance and support costs	38,285		28,670
Accrued utilities	35,563		44,190
Accrued interest	24,091		28,934
Accrued capital expenditures	21,942		33,610
Customer deposits	21,758		9,215
Accrued salaries and benefits	13,513		17,466
Environmental liabilities	9,538		8,882
Other	42,408		10,177
Total accrued expenses	$	1,600,080	$	1,462,729

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RELATED PARTY TRANSACTIONS (Tables)

3 Months Ended

Mar. 31, 2017

Related Party Transactions [Abstract]

Schedule of related party transactions

These commercial agreements (as defined in the table below) with PBFX include:

Service Agreements	Initiation Date	Initial Term	Renewals (a)	Minimum Volume Commitments	Force Majeure
Transportation and Terminaling
Delaware City Rail Terminaling Services Agreement	5/8/2014	7 years, 8 months	2 x 5	85,000 bpd	PBFX or PBF Holding can declare
Toledo Truck Unloading & Terminaling Services Agreement	5/8/2014	7 years, 8 months	2 x 5	5,500 bpd
Delaware West Ladder Rack Terminaling Services Agreement	10/1/2014	7 years, 3 months	2 x 5	40,000 bpd
Toledo Storage Facility Storage and Terminaling Services Agreement- Terminaling Facility	12/12/2014	10 years	2 x 5	4,400 bpd
Delaware Pipeline Services Agreement	5/15/2015	10 years, 8 months	2 x 5	50,000 bpd
Delaware Pipeline Services Agreement- Magellan Connection	11/1/2016	2 years, 5 months	N/A	14,500 bpd
Delaware City Truck Loading Services Agreement- Gasoline	5/15/2015	10 years, 8 months	2 x 5	30,000 bpd
Delaware City Truck Loading Services Agreement- LPGs	5/15/2015	10 years, 8 months	2 x 5	5,000 bpd
Torrance Valley Pipeline Transportation Services Agreement- North Pipeline	8/31/2016	10 years	2 x 5	50,000 bpd
Torrance Valley Pipeline Transportation Services Agreement- South Pipeline	8/31/2016	10 years	2 x 5	70,000 bpd
Torrance Valley Pipeline Transportation Services Agreement- Midway Storage Tank	8/31/2016	10 years	2 x 5	55,000 barrels (c)
Torrance Valley Pipeline Transportation Services Agreement- Emido Storage Tank	8/31/2016	10 years	2 x 5	900,000 barrels per month
Torrance Valley Pipeline Transportation Services Agreement- Belridge Storage Tank	8/31/2016	10 years	2 x 5	770,000 barrels per month
Paulsboro Natural Gas Pipeline Services Agreement (b)	9/1/2011	15 years	Evergreen	N/A
Storage
Toledo Storage Facility Storage and Terminaling Services Agreement- Storage Facility	12/12/2014	10 years	2 x 5	3,849,271 barrels (c)	PBFX or PBF Holding can declare
Chalmette Storage Agreement (d)	See note (d)	10 years	2 x 5	625,000 barrels

____________________

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

(b) In connection with the PNGPC Acquisition, PBFX assumed the current commercial transportation agreement between PNGPC and the Paulsboro refinery. Subsequent to the completion of the New Pipeline, PBF Holding will enter into a new transportation agreement with PBFX.

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

(d) The Chalmette Storage Agreement was entered into on February 15, 2017 but commences at the earlier of November 1, 2017 or the completion of the Chalmette Storage Tank construction (as defined below).

A summary of revenue and expense transactions with PBFX is as follows:

	Three Months Ended March 31,
	2017		2016
Revenues under affiliate agreements:
Services Agreement	$	1,618	$	1,122
Omnibus Agreement	1,654		844
Total expenses under affiliate agreements	56,202		36,549

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EMPLOYEE BENEFIT PLANS (Tables)

3 Months Ended

Mar. 31, 2017

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

Schedule of net periodic benefit cost

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

	Three Months Ended   March 31,
Pension Benefits	2017			2016
Components of net periodic benefit cost:
Service cost	$	10,143		$	7,340
Interest cost	1,084			776
Expected return on plan assets	(1,442		)	(1,106		)
Amortization of prior service cost	13			13
Amortization of actuarial loss (gain)	113			194
Net periodic benefit cost	$	9,911		$	7,217

	Three Months Ended   March 31,
Post-Retirement Medical Plan	2017		2016
Components of net periodic benefit cost:
Service cost	$	316	$	220
Interest cost	172		134
Amortization of prior service cost	161		109
Amortization of actuarial loss (gain)	—		—
Net periodic benefit cost	$	649	$	463

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FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2017

Fair Value Disclosures [Abstract]

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

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

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, 2017
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
	Level 1		Level 2		Level 3
Assets:
Money market funds	$	30,663	$	—	$	—	$	30,663	N/A		$	30,663
Commodity contracts	17,980		290		—		18,270		(16,422	)	1,848
Derivatives included with inventory intermediation agreement obligations	—		29,182		—		29,182		—		29,182
Liabilities:
Commodity contracts	13,132		3,290		—		16,422		(16,422	)	—
Catalyst lease obligations	—		48,558		—		48,558		—		48,558

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

Schedule of Effect of Significant Unobservable Inputs

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

	Three Months Ended March 31,
	2017			2016
Balance at beginning of period	$	(84	)	$	3,543
Purchases	—			—
Settlements	45			(256		)
Unrealized gain (loss) included in earnings	39			(1,372		)
Transfers into Level 3	—			—
Transfers out of Level 3	—			—
Balance at end of period	$	—		$	1,915

Schedule of Fair value of Debt

The table below summarizes the fair value and carrying value of debt as of March 31, 2017 and December 31, 2016.

	March 31, 2017				December 31, 2016
	Carrying value		Fair  value		Carrying  value		Fair value
Senior Secured Notes due 2020 (a)	$	671,189	$	692,332	$	670,867	$	696,098
Senior Secured Notes due 2023 (a)	500,000		506,911		500,000		498,801
Revolving Loan (b)	350,000		350,000		350,000		350,000
PBF Rail Term Loan (b)	33,358		33,358		35,000		35,000
Catalyst leases (c)	48,558		48,558		45,969		45,969
	1,603,105		1,631,159		1,601,836		1,625,868
Less - Current maturities	—		—		—		—
Less - Unamortized deferred financing costs	23,419		n/a		25,277		n/a
Long-term debt	$	1,579,686	$	1,631,159	$	1,576,559	$	1,625,868

(a) The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the Senior Secured Notes.

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

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

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DERIVATIVES (Tables)

3 Months Ended

Mar. 31, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Fair Value of Derivative Instruments

The following tables provide information about the fair values of these derivative instruments as of March 31, 2017 and December 31, 2016 and the line items in the condensed 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, 2017:
Derivatives included with the inventory intermediation agreement obligations	Accrued expenses	$	29,182
December 31, 2016:
Derivatives included with the inventory intermediation agreement obligations	Accrued expenses	$	6,058
Derivatives not designated as hedging instruments:
March 31, 2017:
Commodity contracts	Accounts receivable	$	1,848
December 31, 2016:
Commodity contracts	Accrued expenses	$	3,508

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

The following table provides information about the gains or losses recognized in income on these derivative instruments and the line items in the condensed 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, 2017:
Derivatives included with the inventory intermediation agreement obligations	Cost of sales	$	23,124
For the three months ended March 31, 2016:
Derivatives included with the inventory intermediation agreement obligations	Cost of sales	$	(35,146	)
Derivatives not designated as hedging instruments:
For the three months ended March 31, 2017:
Commodity contracts	Cost of sales	$	391
For the three months ended March 31, 2016:
Commodity contracts	Cost of sales	$	(19,953	)
Hedged items designated in fair value hedges:
For the three months ended March 31, 2017:
Intermediate and refined product inventory	Cost of sales	$	(23,124	)
For the three months ended March 31, 2016:
Intermediate and refined product inventory	Cost of sales	$	35,146

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CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Tables)

3 Months Ended

Mar. 31, 2017

Condensed Financial Information of Subsidiary Disclosure [Abstract]

Condensed Consolidating Balance Sheet

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	March 31, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	134,312		$	36,705		$	46,528		$	—		$	217,545
Accounts receivable	577,601			6,863			23,927			—			608,391
Accounts receivable - affiliate	652			18,908			599			—			20,159
Affiliate note receivable	—			11,600			—			—			11,600
Inventories	1,877,091			—			208,867			—			2,085,958
Prepaid expense and other current assets	26,453			42,153			229			—			68,835
Due from related parties	25,381,354			22,185,000			5,190,264			(52,756,618		)	—
Total current assets	27,997,463			22,301,229			5,470,414			(52,756,618		)	3,012,488
Property, plant and equipment, net	31,859			2,472,462			241,056			—			2,745,377
Investment in subsidiaries	340,774			436,400			—			(777,174		)	—
Investment in equity method investee	—			—			180,056			—			180,056
Deferred charges and other assets, net	32,393			573,058			—			—			605,451
Total assets	$	28,402,489		$	25,783,149		$	5,891,526		$	(53,533,792	)	$	6,543,372
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	199,929		$	163,115		$	10,218		$	—		$	373,262
Accounts payable - affiliate	30,030			68			(95		)	—			30,003
Accrued expenses	1,286,243			145,614			168,223			—			1,600,080
Deferred revenue	1,326			1,412			13			—			2,751
Due to related parties	22,670,320			24,878,148			5,208,150			(52,756,618		)	—
Total current liabilities	24,187,848			25,188,357			5,386,509			(52,756,618		)	2,006,096
Long-term debt	1,498,238			48,503			32,945			—			1,579,686
Deferred tax liabilities	—			—			45,661			—			45,661
Other long-term liabilities	31,186			192,056			3,470			—			226,712
Total liabilities	25,717,272			25,428,916			5,468,585			(52,756,618		)	3,858,155
Commitments and contingencies
Equity:
Member’s equity	2,317,366			1,714,778			371,731			(2,086,509		)	2,317,366
Retained earnings / (Accumulated deficit)	380,866			(1,364,935		)	51,210			1,313,725			380,866
Accumulated other comprehensive (loss) income	(25,641		)	(8,236		)	—			8,236			(25,641		)
Total PBF Holding Company LLC equity	2,672,591			341,607			422,941			(764,548		)	2,672,591
Noncontrolling interest	12,626			12,626			—			(12,626		)	12,626
Total equity	2,685,217			354,233			422,941			(777,174		)	2,685,217
Total liabilities and equity	$	28,402,489		$	25,783,149		$	5,891,526		$	(53,533,792	)	$	6,543,372

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	December 31, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	530,085		$	56,717		$	41,366	$	(1,463	)	$	626,705
Accounts receivable	599,147			7,999			8,735		—			615,881
Accounts receivable - affiliate	2,432			4,504			695		—			7,631
Inventories	1,680,058			—			183,502		—			1,863,560
Prepaid expense and other current assets	27,443			12,933			160		—			40,536
Due from related parties	24,141,120			21,883,569			4,692,799		(50,717,488		)	—
Total current assets	26,980,285			21,965,722			4,927,257		(50,718,951		)	3,154,313
Property, plant and equipment, net	33,772			2,452,877			242,050		—			2,728,699
Investment in subsidiaries	705,034			440,377			—		(1,145,411		)	—
Investment in equity method investee	—			—			179,882		—			179,882
Deferred charges and other assets, net	12,317			491,673			13		—			504,003
Total assets	$	27,731,408		$	25,350,649		$	5,349,202	$	(51,864,362	)	$	6,566,897
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	360,260		$	157,277		$	14,291	$	(1,463	)	$	530,365
Accounts payable - affiliate	37,077			786			—		—			37,863
Accrued expenses	1,094,581			201,935			166,213		—			1,462,729
Deferred revenue	10,901			1,438			1		—			12,340
Due to related parties	22,027,065			24,031,520			4,658,903		(50,717,488		)	—
Total current liabilities	23,529,884			24,392,956			4,839,408		(50,718,951		)	2,043,297
Long-term debt	1,496,085			45,908			34,566		—			1,576,559
Affiliate notes payable	86,298			—			—		—			86,298
Deferred tax liabilities	—			—			45,699		—			45,699
Other long-term liabilities	30,208			192,204			3,699		—			226,111
Total liabilities	25,142,475			24,631,068			4,923,372		(50,718,951		)	3,977,964
Commitments and contingencies
Equity:
Member’s equity	2,155,863			1,714,997			374,067		(2,089,064		)	2,155,863
Retained earnings / (accumulated deficit)	446,519			(999,693		)	51,763		947,930			446,519
Accumulated other comprehensive (loss) income	(25,962		)	(8,236		)	—		8,236			(25,962		)
Total PBF Holding Company LLC equity	2,576,420			707,068			425,830		(1,132,898		)	2,576,420
Noncontrolling interest	12,513			12,513			—		(12,513		)	12,513
Total equity	2,588,933			719,581			425,830		(1,145,411		)	2,588,933
Total liabilities and equity	$	27,731,408		$	25,350,649		$	5,349,202	$	(51,864,362	)	$	6,566,897

Condensed Income Statement

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended March 31, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	4,725,779		$	625,769		$	529,905		$	(1,131,255	)	$	4,750,198
Costs and expenses
Cost of sales, excluding depreciation	4,360,620			497,774			524,615			(1,131,255		)	4,251,754
Operating expenses, excluding depreciation	(5		)	429,530			7,328			—			436,853
General and administrative expenses	33,695			7,165			(381		)	—			40,479
Equity (income) loss in investee	—			—			(3,599		)	—			(3,599		)
Loss on sale of assets	—			883			—			—			883
Depreciation and amortization expense	1,762			52,047			1,881			—			55,690
	4,396,072			987,399			529,844			(1,131,255		)	4,782,060
Income (loss) from operations	329,707			(361,630		)	61			—			(31,862		)
Other income (expenses)
Equity in earnings (loss) of subsidiaries	(365,129		)	(553		)	—			365,682			—
Change in fair value of catalyst leases	—			(2,588		)	—			—			(2,588		)
Interest expense, net	(30,118		)	(358		)	(180		)	—			(30,656		)
Income (loss) before income taxes	(65,540		)	(365,129		)	(119		)	365,682			(65,106		)
Income tax expense	—			—			434			—			434
Net income (loss)	(65,540		)	(365,129		)	(553		)	365,682			(65,540		)
Less: net income (loss) attributable to noncontrolling interests	113			113			—			(113		)	113
Net income (loss) attributable to PBF Holding Company LLC	$	(65,653	)	$	(365,242	)	$	(553	)	$	365,795		$	(65,653	)
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	(65,332	)	$	(365,242	)	$	(553	)	$	365,795		$	(65,332	)

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended March 31, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	2,795,916		$	49,619		$	320,720		$	(366,070	)	$	2,800,185
Costs and expenses
Cost of sales, excluding depreciation	2,439,388			63,970			308,695			(366,070		)	2,445,983
Operating expenses, excluding depreciation	(372		)	294,034			2,977			—			296,639
General and administrative expenses	28,697			6,851			(2,279		)	—			33,269
Depreciation and amortization expense	1,697			50,742			1,854			—			54,293
	2,469,410			415,597			311,247			(366,070		)	2,830,184
Income (loss) from operations	326,506			(365,978		)	9,473			—			(29,999		)
Other income (expenses)
Equity in earnings (loss) of subsidiaries	(392,593		)	—			—			392,593			—
Change in fair value of catalyst leases	—			(2,885		)	—			—			(2,885		)
Interest expense, net	(32,341		)	(358		)	(572		)	—			(33,271		)
Income (loss) before income taxes	(98,428		)	(369,221		)	8,901			392,593			(66,155		)
Income tax expense	—			—			32,273			—			32,273
Net income (loss)	(98,428		)	(369,221		)	(23,372		)	392,593			(98,428		)
Less: net income attributable to noncontrolling interests	303			303			—			(303		)	303
Net income (loss) attributable to PBF Holding Company LLC	$	(98,731	)	$	(369,524	)	$	(23,372	)	$	392,896		$	(98,731	)
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	(98,109	)	$	(369,524	)	$	(23,372	)	$	392,896		$	(98,109	)

Condensed Consolidating Statement of Cash Flow

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Three Months Ended March 31, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	(65,540	)	$	(365,129	)	$	(553	)	$	365,682		$	(65,540	)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operations:
Depreciation and amortization	3,914			52,054			1,901			—			57,869
Stock-based compensation	—			5,345			—			—			5,345
Change in fair value of catalyst leases	—			2,588			—			—			2,588
Deferred income taxes	—			—			(38		)	—			(38		)
Non-cash lower of cost or market inventory adjustment	16,039			—			—			—			16,039
Non-cash change in inventory repurchase obligations	(23,124		)	—			—			—			(23,124		)
Pension and other post-retirement benefit costs	1,651			8,909			—			—			10,560
Undistributed earnings of equity method investee	—			—			(174		)	—			(174		)
Loss on sale of assets	—			883			—			—			883
Equity in earnings of subsidiaries	365,129			553			—			(365,682		)	—
Changes in operating assets and liabilities:
Accounts receivable	21,546			1,136			(15,192		)	—			7,490
Due to/from affiliates	(580,598		)	520,234			51,783			—			(8,581		)
Inventories	(213,072		)	—			(25,365		)	—			(238,437		)
Prepaid expenses and other current assets	992			(29,222		)	(69		)	—			(28,299		)
Accounts payable	(160,331		)	(25,872		)	(4,073		)	1,463			(188,813		)
Accrued expenses	196,138			(14,993		)	1,994			—			183,139
Deferred revenue	(9,575		)	(26		)	12			—			(9,589		)
Other assets and liabilities	(14,962		)	(7,752		)	(3,228		)	—			(25,942		)
Net cash (used in) provided by operations	(461,793		)	148,708			6,998			1,463			(304,624		)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(527		)	(94,955		)	(194		)	—			(95,676		)
Expenditures for deferred turnaround costs	—			(64,371		)	—			—			(64,371		)
Expenditures for other assets	—			(14,847		)	—			—			(14,847		)
Net cash used in investing activities	(527		)	(174,173		)	(194		)	—			(174,894		)
Cash flows from financing activities:
Contributions from PBF LLC	72,000			—			—			—			72,000
Repayments of PBF Rail term loan	—			—			(1,642		)	—			(1,642		)
Proceeds from revolver borrowings	200,000			—			—			—			200,000
Repayment of revolver borrowings	(200,000		)	—			—			—			(200,000		)
Due to/from affiliates	(5,453		)	5,453			—			—			—
Net cash provided by (used in) financing activities	66,547			5,453			(1,642		)	—			70,358
Net (decrease) increase in cash and cash equivalents	(395,773		)	(20,012		)	5,162			1,463			(409,160		)
Cash and cash equivalents, beginning of period	530,085			56,717			41,366			(1,463		)	626,705
Cash and cash equivalents, end of period	$	134,312		$	36,705		$	46,528		$	—		$	217,545

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Three Months Ended March 31, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	(98,428	)	$	(369,221	)	$	(23,372	)	$	392,593		$	(98,428	)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operations:
Depreciation and amortization	3,884			50,700			1,948			—			56,532
Stock-based compensation	—			2,621			—			—			2,621
Change in fair value of catalyst leases	—			2,885			—			—			2,885
Deferred income taxes	—			—			31,487			—			31,487
Non-cash change in inventory repurchase obligations	—			35,147			—			—			35,147
Non-cash lower of cost of market inventory adjustment	(78,159		)	19,096			—			—			(59,063		)
Pension and other post-retirement benefit costs	1,732			5,948			—			—			7,680
Equity in earnings of subsidiaries	392,593			—			—			(392,593		)	—
Changes in operating assets and liabilities:
Accounts receivable	(97,973		)	6,717			4,491			—			(86,765		)
Due to/from affiliates	(412,569		)	416,735			(3,420		)	—			746
Inventories	55,526			(28,387		)	(23,104		)	—			4,035
Prepaid expense and other current assets	(6,227		)	(22,016		)	101			—			(28,142		)
Accounts payable	35,441			37,120			(577		)	982			72,966
Accrued expenses	(119		)	(3,661		)	21,947			—			18,167
Deferred revenue	(889		)	—			—			—			(889		)
Other assets and liabilities	(41		)	(3,511		)	1,352			—			(2,200		)
Net cash provided by (used in) operations	(205,229		)	150,173			10,853			982			(43,221		)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(5,466		)	(37,260		)	(5		)	—			(42,731		)
Expenditures for deferred turnaround costs	—			(82,747		)	—			—			(82,747		)
Expenditures for other assets	—			(17,163		)	—			—			(17,163		)
Chalmette Acquisition working capital settlement	—			(2,659		)	—			—			(2,659		)
Net cash used in investing activities	(5,466		)	(139,829		)	(5		)	—			(145,300		)
Cash flows from financing activities:
Distributions to members	(30,829		)	—			—			—			(30,829		)
Repayment of affiliate notes payable	(517		)	—			—			—			(517		)
Net cash used in financing activities	(31,346		)	—			—			—			(31,346		)
Net increase (decrease) in cash and cash equivalents	(242,041		)	10,344			10,848			982			(219,867		)
Cash and cash equivalents, beginning of period	882,820			6,236			28,968			(3,275		)	914,749
Cash and cash equivalents, end of period	$	640,779		$	16,580		$	39,816		$	(2,293	)	$	694,882

XML

DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($) segment	Mar. 31, 2016 USD ($)	Dec. 31, 2016
Description of Business [Line Items]
Number of Reportable Segments | segment	1
Less: net income attributable to noncontrolling interests	$ 113	$ 303
Income tax expense	$ 434	$ 32,273
PBF Energy [Member] | Class A Common Stock [Member]
Description of Business [Line Items]
Percentage of ownership in PBF LLC	96.60%		96.50%
Torrance Valley Pipeline Company [Member]
Description of Business [Line Items]
Ownership percentage	50.00%

XML

ACQUISITIONS Purchase Price (Details) $ in Thousands	Jul. 01, 2016 USD ($) refinery	Jun. 30, 2016 refinery
Business Acquisition [Line Items]
Number Of Operating Refineries | refinery	5	4
Torrance Refinery [Member]
Business Acquisition [Line Items]
Gross purchase price	$ 537,500
Working capital	450,582
Post close purchase price adjustments	16,150
Consideration transferred	$ 971,932

XML

ACQUISITIONS Acquired assets and liabilities (Details) - Torrance Refinery [Member] $ in Thousands	Jul. 01, 2016 USD ($)
Business Acquisition [Line Items]
Inventories	$ 404,542
Prepaid expenses and other current assets	1,186
Property, plant and equipment	703,443
Deferred charges and other assets, net	68,053
Accounts payable	(2,688)
Accrued expenses	(64,137)
Other long-term liabilities	(138,467)
Fair value of net assets acquired	$ 971,932

XML

ACQUISITIONS Proforma information for acquisition (Details) - Torrance Refinery [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($)
Business Acquisition [Line Items]
Pro forma revenues	$ 3,339,691
Pro forma net income attributable to PBF Holding Company LLC.	$ (200,167)

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ACQUISITIONS Other details for acquisition (Details) - USD ($) $ in Thousands		3 Months Ended
	Jul. 01, 2016	Mar. 31, 2017	Mar. 31, 2016	Nov. 01, 2015
Business Acquisition [Line Items]
Acquisition related costs		$ 372	$ 4,724
Torrance Refinery [Member]
Business Acquisition [Line Items]
Consideration transferred	$ 521,350
Working capital	$ 450,582
Chalmette Refining L.L.C. [Member] | PBF Energy Inc. [Member]
Business Acquisition [Line Items]
Ownership percentage				100.00%

XML

INVENTORIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Jun. 30, 2016	Jun. 30, 2015
Inventory [Line Items]
Crude oil and feedstocks	$ 1,333,336		$ 1,102,007
Refined products and blendstocks	1,272,490		1,267,861
Warehouse stock and other	92,159		89,680
Inventory, Gross	2,697,985		2,459,548
Lower of cost or market adjustment	(612,027)	$ 1,058,273	(595,988)	$ 595,988	$ 1,117,336
Inventories	2,085,958		1,863,560
Operating Income (Loss)	31,862	29,999
Titled Inventory [Member]
Inventory [Line Items]
Crude oil and feedstocks	1,333,336		1,102,007
Refined products and blendstocks	920,573		915,397
Warehouse stock and other	92,159		89,680
Inventory, Gross	2,346,068		2,107,084
Lower of cost or market adjustment	(513,090)		(492,415)
Inventories	1,832,978		1,614,669
Inventory Supply and Offtake Arrangements [Member]
Inventory [Line Items]
Crude oil and feedstocks	0		0
Refined products and blendstocks	351,917		352,464
Warehouse stock and other	0		0
Inventory, Gross	351,917		352,464
Lower of cost or market adjustment	(98,937)		(103,573)
Inventories	252,980		$ 248,891
Scenario, Adjustment [Member]
Inventory [Line Items]
Operating Income (Loss)	$ (16,039)	$ 59,063

XML

ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Accrued Expenses:
Inventory-related accruals	$ 797,959	$ 810,027
Inventory intermediation arrangements	233,289	225,524
Renewable energy credit and emissions obligations	182,328	70,158
Accrued transportation costs	80,882	89,830
Refinery Operating Accruals	38,285	28,670
Excise and sales tax payable	98,524	86,046
Accrued utilities	35,563	44,190
Accrued interest	24,091	28,934
Accrued salaries and benefits	13,513	17,466
Accrued capital expenditures	21,942	33,610
Customer deposits	21,758	9,215
Environmental liabilities	9,538	8,882
Other	42,408	10,177
Total accrued expenses	$ 1,600,080	$ 1,462,729

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INCOME TAXES Income Taxes (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($)	Mar. 31, 2016 USD ($)	Dec. 31, 2015 subsidiary
Income Taxes [Line Items]
Number Of Subsidiaries Acquired | subsidiary			2
Deferred income taxes	$ (38)	$ 31,487
Income tax expense	434	32,273
Collins Pipeline Company And T&M Terminal Company [Member]
Income Taxes [Line Items]
Income tax expense	224	799
PBF Energy Limited [Member]
Income Taxes [Line Items]
Income tax expense	$ (210)	31,474
Restatement Adjustment [Member] | Prior period error correction [Member] | PBF Energy Limited [Member]
Income Taxes [Line Items]
Current Income Tax Expense (Benefit)		121
Deferred income taxes		$ 30,602

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AFFILIATE NOTE PAYABLE (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Debt Instrument [Line Items]
Affiliate notes payable	$ 0		$ 86,298
Forgiveness of related party debt	$ 86,298	$ 0	$ 379,947
Notes Payable, Other Payables [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	2.50%
Debt instrument, term	5 years

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RELATED PARTY TRANSACTIONS (Details)													3 Months Ended		12 Months Ended
	Nov. 01, 2017 bbl renewal	Feb. 15, 2017 renewal	Nov. 01, 2016 bbl / d	Aug. 31, 2016 bbl / d bbl renewal	Apr. 29, 2016 bbl / d terminal	May 15, 2015 renewal	May 14, 2015 bbl / d	Dec. 11, 2014 bbl / d bbl renewal	Oct. 01, 2014 bbl / d	Sep. 30, 2014 renewal	May 14, 2014 bbl / d renewal	Sep. 01, 2011	Mar. 31, 2017 USD ($) renewal	Mar. 31, 2016 USD ($)	Dec. 31, 2016
Related Party Transaction [Line Items]
Number of Contract Renewals | renewal													2
Term of Renewal													5 years
Torrance Valley Pipeline Transportation Services Agreement [Member]
Related Party Transaction [Line Items]
Number of Contract Renewals | renewal				2
Term of Renewal				5 years
Torrance Valley Pipeline Transportation Services Agreement [Member]
Related Party Transaction [Line Items]
Term of Agreement				10 years
DCR Terminaling Agreement [Member]
Related Party Transaction [Line Items]
Term of Agreement											7 years 8 months
Number of Contract Renewals | renewal											2
Term of Renewal											5 years
Delaware City Products Pipeline - Magellan [Member]
Related Party Transaction [Line Items]
Term of Agreement			2 years 5 months
East Coast Terminals [Member] | East Coast Terminals commercial agreements [Member]
Related Party Transaction [Line Items]
Number Of Refined Product Terminals Acquired | terminal					4
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity					15,000
Delaware Truck Loading Services Agreement [Member]
Related Party Transaction [Line Items]
Term of Agreement						10 years 8 months
Number of Contract Renewals | renewal						2
Term of Renewal						5 years
Toledo Terminaling Agreement [Member]
Related Party Transaction [Line Items]
Term of Agreement											7 years 8 months
Number of Contract Renewals | renewal											2
Term of Renewal											5 years
West Ladder Rack Terminaling Agreement [Member]
Related Party Transaction [Line Items]
Term of Agreement										7 years 3 months
Number of Contract Renewals | renewal										2
Term of Renewal										5 years
Toledo Tank Farm Storage and Terminaling Agreement [Member]
Related Party Transaction [Line Items]
Term of Agreement								10 years
Number of Contract Renewals | renewal								2
Term of Renewal								5 years
Delaware City Pipeline Services Agreement [Member]
Related Party Transaction [Line Items]
Term of Agreement						10 years 8 months
Number of Contract Renewals | renewal						2
Term of Renewal						5 years
Toledo Tank Farm Storage and Terminaling Agreement [Member]
Related Party Transaction [Line Items]
Term of Agreement		20 years
Number of Contract Renewals | renewal		2
Term of Renewal		10 years
Paulsboro Natural Gas Pipeline Transportation Services Agreement [Member]
Related Party Transaction [Line Items]
Term of Agreement												15 years
PBFX Operating Company LP [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction | $													$ 11,600,000
PBF Logistics LP [Member] | Cost of Sales [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction | $													56,202,000	$ 36,549,000
PBF Logistics LP [Member] | General and Administrative Expense [Member] | Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction | $													1,654,000	844,000
PBF Logistics LP [Member] | General and Administrative Expense [Member] | Services Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction | $													1,618,000	$ 1,122,000
PBF Logistics LP [Member] | Delaware City Products Pipeline [Member] | Delaware City Pipeline Services Agreement [Member]
Related Party Transaction [Line Items]
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity							50,000
PBF Logistics LP [Member] | Delaware City Products Pipeline - Magellan [Member] | Delaware City Pipeline Services Agreement [Member]
Related Party Transaction [Line Items]
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity			14,500
PBF Logistics LP [Member] | Torrance Valley Pipeline - North [Member] | Torrance Valley Pipeline Transportation Services Agreement [Member]
Related Party Transaction [Line Items]
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity				50,000
PBF Logistics LP [Member] | Torrance Valley Pipeline - South [Member] | Torrance Valley Pipeline Transportation Services Agreement [Member]
Related Party Transaction [Line Items]
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity				70,000
PBF Logistics LP [Member] | Torrance Valley Pipeline - Midway Tank [Member] | Torrance Valley Pipeline Transportation Services Agreement [Member]
Related Party Transaction [Line Items]
Oil And Gas Plant, Maximum Storage Capacity | bbl				55,000
PBF Logistics LP [Member] | Torrance Valley Pipeline - Belridge Tanks [Member] | Torrance Valley Pipeline Transportation Services Agreement [Member]
Related Party Transaction [Line Items]
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity				770,000
PBF Logistics LP [Member] | Torrance Valley Pipeline - Emidio Tanks [Member] | Torrance Valley Pipeline Transportation Services Agreement [Member]
Related Party Transaction [Line Items]
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity				900,000
PBF Logistics LP [Member] | Delaware City Rail Unloading Terminal [Member] | DCR Terminaling Agreement [Member]
Related Party Transaction [Line Items]
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity											85,000
PBF Logistics LP [Member] | Toledo Truck Unloading Terminal [Member] | Toledo Terminaling Agreement [Member]
Related Party Transaction [Line Items]
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity											5,500
PBF Logistics LP [Member] | Delaware City West Heavy Crude Unloading Rack [Member] | West Ladder Rack Terminaling Agreement [Member]
Related Party Transaction [Line Items]
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity									40,000
PBF Logistics LP [Member] | Toledo Tank Farm [Member] | Toledo Tank Farm Storage and Terminaling Agreement [Member]
Related Party Transaction [Line Items]
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity								4,400
Oil And Gas Plant, Maximum Storage Capacity | bbl								3,849,271
PBF LLC [Member] | Fourth Amended and Restated Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction, annual fee | $													6,900,000
PBF LLC [Member] | Fifth Amended and Restated O&M Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction, annual fee | $													$ 6,696,000
Refined Clean Product [Member] | PBF Logistics LP [Member] | Delaware City Truck Rack [Member] | Delaware City Terminaling Services Agreement [Member]
Related Party Transaction [Line Items]
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity							30,000
LPGs [Member] | PBF Logistics LP [Member] | Delaware City Truck Rack [Member] | Delaware City Terminaling Services Agreement [Member]
Related Party Transaction [Line Items]
Oil And Gas Plant, Collaborative Agreement, Minimum Throughput Capacity							5,000
Minimum [Member] | East Coast Terminals [Member] | East Coast Terminals commercial agreements [Member]
Related Party Transaction [Line Items]
Term of Agreement															3 months
Maximum [Member] | East Coast Terminals [Member] | East Coast Terminals commercial agreements [Member]
Related Party Transaction [Line Items]
Term of Agreement															5 years
Torrance Valley Pipeline Company [Member]
Related Party Transaction [Line Items]
Ownership percentage													50.00%
Subsequent Event [Member] | Chalmette Storage Agreement [Member]
Related Party Transaction [Line Items]
Term of Agreement	10 years
Number of Contract Renewals | renewal	2
Term of Renewal	5 years
Subsequent Event [Member] | PBF Logistics LP [Member] | Chalmette Storage Tank [Member] | Chalmette Storage Agreement [Member]
Related Party Transaction [Line Items]
Oil And Gas Plant, Maximum Storage Capacity | bbl	625,000

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COMMITMENTS AND CONTINGENCIES (Details) gallon in Millions								1 Months Ended		3 Months Ended	12 Months Ended
	Mar. 10, 2017 USD ($)	Feb. 14, 2017 USD ($)	Jan. 13, 2017 group	Oct. 13, 2016 USD ($)	Jul. 01, 2016 USD ($)	Mar. 01, 2011	Feb. 03, 2011 USD ($)	Feb. 28, 2017 USD ($)	Nov. 30, 2016	Mar. 31, 2017 USD ($) ppm	Dec. 31, 2016 USD ($)	Dec. 31, 2014 location gallon shipment	Dec. 31, 2010 ppm
Loss Contingencies [Line Items]
Percent of tax benefit received from increases in tax basis paid to stockholders										85.00%
Number Of Days Barge Shipments Made												15 days
PBF Energy [Member] | Class A Common Stock [Member]
Loss Contingencies [Line Items]
Percentage of ownership in PBF LLC										96.60%	96.50%
Environmental Issue [Member]
Loss Contingencies [Line Items]
Environmental liability										$ 11,454,000	$ 10,792,000
Discount rate used for environmental liability assessment										8.00%
Maximum amount of sulfur allowed in heating oil (in ppm) | ppm										10
Public Utilities, Description of Specific Regulatory Liabilities										80
Loss Contingency, Number Of Environmental Groups Appealing Permits | group			2
Environmental Issue [Member] | PBF Energy and Valero [Member]
Loss Contingencies [Line Items]
Term of insurance policies										10 years
Environmental Issue [Member] | Sunoco, Inc. [Member]
Loss Contingencies [Line Items]
Loss Contingency Accrual, Insurance-Related Assessment, Expiration Of Liability Period						20 years
Environmental Issue [Member] | Torrance Refinery [Member]
Loss Contingencies [Line Items]
Environmental liability										$ 140,417,000	$ 142,456,000
Term of insurance policies					10 years
Environmental Issue [Member] | New York [Member]
Loss Contingencies [Line Items]
Maximum amount of sulfur allowed in heating oil (in ppm) | ppm													15
Environmental Issue [Member] | PENNSYLVANIA
Loss Contingencies [Line Items]
Maximum amount of sulfur allowed in heating oil (in ppm) | ppm													500
Cellulosic Standard [Member]
Loss Contingencies [Line Items]
Renewable Fuels Standard Requirements Increase									135.00%
Advanced Renewable Identification Number Requirements [Member]
Loss Contingencies [Line Items]
Renewable Fuels Standard Requirements Increase									7.00%
Total Renewable Identification Number Requirements [Member]
Loss Contingencies [Line Items]
Renewable Fuels Standard Requirements Increase									3.00%
Chalmette Refinery [Member] | Environmental Issue [Member]
Loss Contingencies [Line Items]
Environmental Costs Recognized, Recovery Credited to Expense										$ 3,936,000
Term of insurance policies										10 years
Accrual For Environmental Loss Contingencies, Expected Payment Period										30 years
Environmental Insurance Policies Coverage										$ 100,000,000
Maximum [Member] | Environmental Issue [Member] | Valero [Member]
Loss Contingencies [Line Items]
Site Contingency, Loss Exposure Not Accrued, Best Estimate										20,000,000
Maximum [Member] | Environmental Issue [Member] | PBF Energy and Valero [Member]
Loss Contingencies [Line Items]
Site Contingency, Loss Exposure Not Accrued, Best Estimate										75,000,000
Maximum [Member] | Environmental Issue [Member] | Torrance Refinery [Member]
Loss Contingencies [Line Items]
Site Contingency, Loss Exposure Not Accrued, Best Estimate					$ 100,000,000
East Coast Terminals [Member] | Minimum [Member] | East Coast Terminals commercial agreements [Member]
Loss Contingencies [Line Items]
Term of Agreement											3 months
East Coast Terminals [Member] | Maximum [Member] | East Coast Terminals commercial agreements [Member]
Loss Contingencies [Line Items]
Term of Agreement											5 years
Louisiana Department of Environmental Quality [Member] | Pending Litigation [Member] | Environmental Remediation Contingency [Domain]
Loss Contingencies [Line Items]
Loss Contingency, Damages Sought, Value								$ 700,000
DNREC [Member] | Pending Litigation [Member] | Environmental Remediation Contingency [Domain]
Loss Contingencies [Line Items]
Loss Contingency, Damages Sought, Value	$ 0
Number Of Barge Shipments | shipment												17
Number Of Gallons Of Crude Oil | gallon												35.7
Number Of Violated Locations | location												3
Clean Air Act [Member] | Pending Litigation [Member] | Environmental Remediation Contingency [Domain]
Loss Contingencies [Line Items]
Loss Contingency, Damages Sought, Value							$ 180,000
New Jersey Department Of Environmental Protection Vs. Paulsboro refinery [Member] | Pending Litigation [Member] | Environmental Remediation Contingency [Domain] | Paulsboro Refining Company LLC [Member]
Loss Contingencies [Line Items]
Loss Contingency, Damages Sought, Value		$ 313,000
New Jersey Department Of Environmental Protection Vs. Paulsboro refinery [Member] | Pending Litigation [Member] | Supplemental Environmental Project [Member] | Paulsboro Refining Company LLC [Member]
Loss Contingencies [Line Items]
Loss Contingency, Damages Sought, Value		153,000
New Jersey Department Of Environmental Protection Vs. Paulsboro refinery [Member] | Pending Litigation [Member] | Balance Payable Upon Unfavorable Regulatory Action [Member] | Paulsboro Refining Company LLC [Member]
Loss Contingencies [Line Items]
Loss Contingency, Damages Sought, Value		$ 160,000
SCAQMD [Member] | Pending Litigation [Member] | Environmental Remediation Contingency [Domain]
Loss Contingencies [Line Items]
Loss Contingency, Damages Sought, Value										$ 100,000
Environmental Protection Agency [Member]
Loss Contingencies [Line Items]
Payment Of Penalties				$ 550,000

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EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Pension Plan, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 10,143	$ 7,340
Interest cost	1,084	776
Expected return on plan assets	(1,442)	(1,106)
Amortization of prior service cost	13	13
Amortization of actuarial loss (gain)	113	194
Net periodic benefit cost	9,911	7,217
Post Retirement Medical Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	316	220
Interest cost	172	134
Amortization of prior service cost	161	109
Amortization of actuarial loss (gain)	0	0
Net periodic benefit cost	$ 649	$ 463

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FAIR VALUE MEASUREMENTS (Measured on Recurring Basis) (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	$ 9,513	$ 9,440
Catalyst lease [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, Collateral, Right to Reclaim Cash	0	0
Catalyst lease obligations	48,558	45,969
Catalyst lease [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Catalyst lease obligations	0	0
Catalyst lease [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Catalyst lease obligations	48,558	45,969
Catalyst lease [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Catalyst lease obligations	0	0
Commodity contract [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	16,422	4,491
Derivative, Collateral, Right to Reclaim Cash	(16,422)	(983)
Derivative Liability	0	3,508
Commodity contract [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	13,132
Derivative Liability		859
Commodity contract [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	3,290
Derivative Liability		3,548
Commodity contract [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	0
Derivative Liability		84
Money market funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	30,663	342,837
Money market funds [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	30,663	342,837
Money market funds [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0	0
Money market funds [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0	0
Commodity contract [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	18,270	983
Derivative assets, Effect of Counter-party Netting	(16,422)	(983)
Derivative assets, Net Carrying Value on Balance Sheet	1,848	0
Commodity contract [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	17,980
Derivative assets, Net Carrying Value on Balance Sheet		948
Commodity contract [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	290
Derivative assets, Net Carrying Value on Balance Sheet		35
Commodity contract [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	0
Derivative assets, Net Carrying Value on Balance Sheet		0
Derivatives included with intermediation agreement obligations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	29,182	6,058
Derivative assets, Effect of Counter-party Netting	0	0
Derivative assets, Net Carrying Value on Balance Sheet	29,182	6,058
Derivatives included with intermediation agreement obligations [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	0
Derivative assets, Net Carrying Value on Balance Sheet		0
Derivatives included with intermediation agreement obligations [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	29,182
Derivative assets, Net Carrying Value on Balance Sheet		6,058
Derivatives included with intermediation agreement obligations [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	$ 0
Derivative assets, Net Carrying Value on Balance Sheet		$ 0

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FAIR VALUE MEASUREMENTS (Change in Fair Value at Level 3) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Change in Fair Value Measurement Categorized in Level 3 [Roll Forward]
Transfers into Level 3		$ 0
Commodity Contract [Member]
Change in Fair Value Measurement Categorized in Level 3 [Roll Forward]
Balance at beginning of period	$ (84,000)	3,543,000
Purchases	0	0
Settlements	45,000	(256,000)
Unrealized loss included in earnings	39,000	(1,372,000)
Transfers into Level 3	0	0
Transfers out of Level 3	0	0
Balance at end of period	$ 0	$ 1,915,000

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FAIR VALUE MEASUREMENTS (Fair Value and Carrying Value of Debt) (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, Carrying value	$ 1,603,105	$ 1,601,836
Long-term debt, Fair value	1,631,159	1,625,868
Current portion of long-term debt	0	0
Long-Term Debt And Capital Lease Obligations, Current, Fair Value Disclosure	0	0
Unamortized Debt Issuance Expense	23,419	25,277
Long-term debt	1,579,686	1,576,559
Long-term debt, excluding current maturities, Fair value	1,631,159	1,625,868
Senior secured notes [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, Carrying value	671,189	670,867
Long-term debt, Fair value	692,332	696,098
Long-term Line of Credit	350,000	350,000
Lines of Credit, Fair Value Disclosure	350,000	350,000
2023 Senior Secured Notes [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, Fair value	506,911	498,801
Long-term debt	500,000	500,000
Rail Facility [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Line of Credit	33,358	35,000
Lines of Credit, Fair Value Disclosure	33,358	35,000
Catalyst lease [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, Carrying value	48,558	45,969
Long-term debt, Fair value	$ 48,558	$ 45,969

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DERIVATIVES (Narrative) (Details)	3 Months Ended
	Mar. 31, 2017 USD ($) bbl	Mar. 31, 2016 USD ($)	Dec. 31, 2016 bbl
Derivative [Line Items]
Loss on fair value hedge ineffectiveness | $	$ 0	$ 0
Intermediates and Refined Products Inventory [Member] | Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, notional amount, volume	0		0
Intermediates and Refined Products Inventory [Member] | Fair Value Hedging [Member]
Derivative [Line Items]
Derivative, notional amount, volume	3,471,786		2,942,348
Crude Oil Commodity Contract [Member] | Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, notional amount, volume	14,845,000		5,950,000
Refined Product Commodity Contract [Member] | Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, notional amount, volume	6,714,000		2,831,000

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DERIVATIVES (Fair Value of Derivative Instruments) (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Designated as Hedging Instrument [Member] | Inventory Intermediation Agreement Obligation [Member] | Accrued Expenses [Member]
Derivatives, Fair Value [Line Items]
Fair Value Asset/(Liability)	$ 29,182	$ 6,058
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Accounts Receivable [Member]
Derivatives, Fair Value [Line Items]
Fair Value Asset/(Liability)	$ 1,848	$ 3,508

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DERIVATIVES (Gain (Loss) Recognized in Income) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) on Fair Value Hedge Ineffectiveness, Net	$ 0	$ 0
Designated as Hedging Instrument [Member] | Inventory Intermediation Agreement Obligation [Member] | Cost of Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain or (Loss) Recognized in Income on Derivatives	23,124,000	(35,146,000)
Designated as Hedging Instrument [Member] | Intermediates and Refined Products Inventory [Member] | Cost of Sales [Member] | Fair Value Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain or (Loss) Recognized in Income on Derivatives	(23,124,000)	35,146,000
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Cost of Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain or (Loss) Recognized in Income on Derivatives	$ 391,000	$ (19,953,000)

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SUBSEQUENT EVENTS (Details)	May 04, 2017 $ / shares
PBF Energy [Member] | Subsequent Event [Member] | Class A Common Stock [Member]
Subsequent Event [Line Items]
Dividends declared per share	$ 0.3

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CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Narrative) (Details)	3 Months Ended
	Mar. 31, 2017
PBF Services Company [Member]
Condensed Financial Statements, Captions [Line Items]
Percentage of ownership in subsidiaries	100.00%
Delaware City Refining Company LLC [Member]
Condensed Financial Statements, Captions [Line Items]
Percentage of ownership in subsidiaries	100.00%
Delaware Pipeline Company LLC [Member]
Condensed Financial Statements, Captions [Line Items]
Percentage of ownership in subsidiaries	100.00%
PBF Power Marketing LLC [Member]
Condensed Financial Statements, Captions [Line Items]
Percentage of ownership in subsidiaries	100.00%
Paulsboro Refining Company LLC [Member]
Condensed Financial Statements, Captions [Line Items]
Percentage of ownership in subsidiaries	100.00%
Paulsboro Natural Gas Pipeline Company LLC [Member]
Condensed Financial Statements, Captions [Line Items]
Percentage of ownership in subsidiaries	100.00%
Toledo Refining Company LLC [Member]
Condensed Financial Statements, Captions [Line Items]
Percentage of ownership in subsidiaries	100.00%
Investments LLC [Member]
Condensed Financial Statements, Captions [Line Items]
Percentage of ownership in subsidiaries	100.00%
Torrance Valley Pipeline Company [Member]
Condensed Financial Statements, Captions [Line Items]
Ownership percentage	50.00%

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CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Balance Sheet) (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 217,545	$ 626,705	$ 694,882	$ 914,749
Accounts receivable	608,391	615,881
Accounts receivable - affiliate	20,159	7,631
Affiliate note receivable	11,600	0
Inventories	2,085,958	1,863,560
Prepaid expense and other current assets	68,835	40,536
Due from related party	0	0
Total current assets	3,012,488	3,154,313
Property, plant and equipment, net	2,745,377	2,728,699
Investment in subsidiaries	0	0
Investment in equity method investee	180,056	179,882
Deferred charges and other assets, net	605,451	504,003
Total assets	6,543,372	6,566,897
Current liabilities:
Accounts payable	373,262	530,365
Accounts payable - affiliate	30,003	37,863
Accrued expenses	1,600,080	1,462,729
Current portion of long-term debt	0	0
Deferred revenue	2,751	12,340
Due to related parties	0	0
Total current liabilities	2,006,096	2,043,297
Delaware Economic Development Authority loan		0
Long-term debt	1,579,686	1,576,559
Affiliate notes payable	0	86,298
Deferred tax liabilities	45,661	45,699
Other long-term liabilities	226,712	226,111
Total liabilities	3,858,155	3,977,964
Commitments and contingencies
Equity:
Member’s equity	2,317,366	2,155,863
Retained earnings / (Accumulated deficit)	380,866	446,519
Accumulated other comprehensive loss	(25,641)	(25,962)
Total PBF Holding Company LLC equity	2,672,591	2,576,420
Noncontrolling interest	12,626	12,513
Total equity	2,685,217	2,588,933
Total liabilities and equity	6,543,372	6,566,897
Issuer [Member]
Current assets:
Cash and cash equivalents	134,312	530,085	640,779	882,820
Accounts receivable	577,601	599,147
Accounts receivable - affiliate	652	2,432
Affiliate note receivable	0
Inventories	1,877,091	1,680,058
Prepaid expense and other current assets	26,453	27,443
Due from related party	25,381,354	24,141,120
Total current assets	27,997,463	26,980,285
Property, plant and equipment, net	31,859	33,772
Investment in subsidiaries	340,774	705,034
Investment in equity method investee	0	0
Deferred charges and other assets, net	32,393	12,317
Total assets	28,402,489	27,731,408
Current liabilities:
Accounts payable	199,929	360,260
Accounts payable - affiliate	30,030	37,077
Accrued expenses	1,286,243	1,094,581
Deferred revenue	1,326	10,901
Due to related parties	22,670,320	22,027,065
Total current liabilities	24,187,848	23,529,884
Delaware Economic Development Authority loan		0
Long-term debt	1,498,238	1,496,085
Affiliate notes payable		86,298
Deferred tax liabilities	0	0
Other long-term liabilities	31,186	30,208
Total liabilities	25,717,272	25,142,475
Commitments and contingencies
Equity:
Member’s equity	2,317,366	2,155,863
Retained earnings / (Accumulated deficit)	380,866	446,519
Accumulated other comprehensive loss	(25,641)	(25,962)
Total PBF Holding Company LLC equity	2,672,591	2,576,420
Noncontrolling interest	12,626	12,513
Total equity	2,685,217	2,588,933
Total liabilities and equity	28,402,489	27,731,408
Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	36,705	56,717	16,580	6,236
Accounts receivable	6,863	7,999
Accounts receivable - affiliate	18,908	4,504
Affiliate note receivable	11,600
Inventories	0	0
Prepaid expense and other current assets	42,153	12,933
Due from related party	22,185,000	21,883,569
Total current assets	22,301,229	21,965,722
Property, plant and equipment, net	2,472,462	2,452,877
Investment in subsidiaries	436,400	440,377
Investment in equity method investee	0	0
Deferred charges and other assets, net	573,058	491,673
Total assets	25,783,149	25,350,649
Current liabilities:
Accounts payable	163,115	157,277
Accounts payable - affiliate	68	786
Accrued expenses	145,614	201,935
Deferred revenue	1,412	1,438
Due to related parties	24,878,148	24,031,520
Total current liabilities	25,188,357	24,392,956
Delaware Economic Development Authority loan		0
Long-term debt	48,503	45,908
Affiliate notes payable		0
Deferred tax liabilities	0	0
Other long-term liabilities	192,056	192,204
Total liabilities	25,428,916	24,631,068
Commitments and contingencies
Equity:
Member’s equity	1,714,778	1,714,997
Retained earnings / (Accumulated deficit)	(1,364,935)	(999,693)
Accumulated other comprehensive loss	(8,236)	(8,236)
Total PBF Holding Company LLC equity	341,607	707,068
Noncontrolling interest	12,626	12,513
Total equity	354,233	719,581
Total liabilities and equity	25,783,149	25,350,649
Non-Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	46,528	41,366	39,816	28,968
Accounts receivable	23,927	8,735
Accounts receivable - affiliate	599	695
Affiliate note receivable	0
Inventories	208,867	183,502
Prepaid expense and other current assets	229	160
Due from related party	5,190,264	4,692,799
Total current assets	5,470,414	4,927,257
Property, plant and equipment, net	241,056	242,050
Investment in subsidiaries	0	0
Investment in equity method investee	180,056	179,882
Deferred charges and other assets, net	0	13
Total assets	5,891,526	5,349,202
Current liabilities:
Accounts payable	10,218	14,291
Accounts payable - affiliate	(95)	0
Accrued expenses	168,223	166,213
Deferred revenue	13	1
Due to related parties	5,208,150	4,658,903
Total current liabilities	5,386,509	4,839,408
Delaware Economic Development Authority loan		0
Long-term debt	32,945	34,566
Affiliate notes payable		0
Deferred tax liabilities	45,661	45,699
Other long-term liabilities	3,470	3,699
Total liabilities	5,468,585	4,923,372
Commitments and contingencies
Equity:
Member’s equity	371,731	374,067
Retained earnings / (Accumulated deficit)	51,210	51,763
Accumulated other comprehensive loss	0	0
Total PBF Holding Company LLC equity	422,941	425,830
Noncontrolling interest	0	0
Total equity	422,941	425,830
Total liabilities and equity	5,891,526	5,349,202
Consolidation, Eliminations [Member]
Current assets:
Cash and cash equivalents	0	(1,463)	$ (2,293)	$ (3,275)
Accounts receivable	0	0
Accounts receivable - affiliate	0	0
Affiliate note receivable	0
Inventories	0	0
Prepaid expense and other current assets	0	0
Due from related party	(52,756,618)	(50,717,488)
Total current assets	(52,756,618)	(50,718,951)
Property, plant and equipment, net	0	0
Investment in subsidiaries	(777,174)	(1,145,411)
Investment in equity method investee	0	0
Deferred charges and other assets, net	0	0
Total assets	(53,533,792)	(51,864,362)
Current liabilities:
Accounts payable	0	(1,463)
Accounts payable - affiliate	0	0
Accrued expenses	0	0
Deferred revenue	0	0
Due to related parties	(52,756,618)	(50,717,488)
Total current liabilities	(52,756,618)	(50,718,951)
Delaware Economic Development Authority loan		0
Long-term debt	0	0
Affiliate notes payable		0
Deferred tax liabilities	0	0
Other long-term liabilities	0	0
Total liabilities	(52,756,618)	(50,718,951)
Commitments and contingencies
Equity:
Member’s equity	(2,086,509)	(2,089,064)
Retained earnings / (Accumulated deficit)	1,313,725	947,930
Accumulated other comprehensive loss	8,236	8,236
Total PBF Holding Company LLC equity	(764,548)	(1,132,898)
Noncontrolling interest	(12,626)	(12,513)
Total equity	(777,174)	(1,145,411)
Total liabilities and equity	$ (53,533,792)	$ (51,864,362)

XML

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Statement of Operations) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenues	$ 4,750,198	$ 2,800,185
Cost and expenses
Cost of sales, excluding depreciation	4,251,754	2,445,983
Operating expenses, excluding depreciation	436,853	296,639
General and administrative expenses	40,479	33,269
Equity (income) loss in investee	(3,599)	0
Gain on sale of asset	883	0
Depreciation and amortization expense	55,690	54,293
Total cost and expenses	4,782,060	2,830,184
Income (loss) from operations	(31,862)	(29,999)
Other income (expenses)
Equity in earnings of subsidiaries	0	0
Change in fair value of catalyst leases	(2,588)	(2,885)
Interest expense, net	(30,656)	(33,271)
Income (loss) before income taxes	(65,106)	(66,155)
Income tax expense	434	32,273
Net income (loss)	(65,540)	(98,428)
Less: net income attributable to noncontrolling interests	113	303
Net income (loss) attributable to PBF Holding Company LLC	(65,653)	(98,731)
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	(65,332)	(98,109)
Guarantor Subsidiaries [Member]
Revenues	625,769	49,619
Cost and expenses
Cost of sales, excluding depreciation	497,774	63,970
Operating expenses, excluding depreciation	429,530	294,034
General and administrative expenses	7,165	6,851
Equity (income) loss in investee	0
Gain on sale of asset	883
Depreciation and amortization expense	52,047	50,742
Total cost and expenses	987,399	415,597
Income (loss) from operations	(361,630)	(365,978)
Other income (expenses)
Equity in earnings of subsidiaries	(553)	0
Change in fair value of catalyst leases	(2,588)	(2,885)
Interest expense, net	(358)	(358)
Income (loss) before income taxes	(365,129)	(369,221)
Income tax expense	0	0
Net income (loss)	(365,129)	(369,221)
Less: net income attributable to noncontrolling interests	113	303
Net income (loss) attributable to PBF Holding Company LLC	(365,242)	(369,524)
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	(365,242)	(369,524)
Non-Guarantor Subsidiaries [Member]
Revenues	529,905	320,720
Cost and expenses
Cost of sales, excluding depreciation	524,615	308,695
Operating expenses, excluding depreciation	7,328	2,977
General and administrative expenses	(381)	(2,279)
Equity (income) loss in investee	(3,599)
Gain on sale of asset	0
Depreciation and amortization expense	1,881	1,854
Total cost and expenses	529,844	311,247
Income (loss) from operations	61	9,473
Other income (expenses)
Equity in earnings of subsidiaries	0	0
Change in fair value of catalyst leases	0	0
Interest expense, net	(180)	(572)
Income (loss) before income taxes	(119)	8,901
Income tax expense	434	32,273
Net income (loss)	(553)	(23,372)
Less: net income attributable to noncontrolling interests	0	0
Net income (loss) attributable to PBF Holding Company LLC	(553)	(23,372)
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	(553)	(23,372)
Issuer [Member]
Revenues	4,725,779	2,795,916
Cost and expenses
Cost of sales, excluding depreciation	4,360,620	2,439,388
Operating expenses, excluding depreciation	(5)	(372)
General and administrative expenses	33,695	28,697
Equity (income) loss in investee	0
Gain on sale of asset	0
Depreciation and amortization expense	1,762	1,697
Total cost and expenses	4,396,072	2,469,410
Income (loss) from operations	329,707	326,506
Other income (expenses)
Equity in earnings of subsidiaries	(365,129)	(392,593)
Change in fair value of catalyst leases	0	0
Interest expense, net	(30,118)	(32,341)
Income (loss) before income taxes	(65,540)	(98,428)
Income tax expense	0	0
Net income (loss)	(65,540)	(98,428)
Less: net income attributable to noncontrolling interests	113	303
Net income (loss) attributable to PBF Holding Company LLC	(65,653)	(98,731)
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	(65,332)	(98,109)
Consolidation, Eliminations [Member]
Revenues	(1,131,255)	(366,070)
Cost and expenses
Cost of sales, excluding depreciation	(1,131,255)	(366,070)
Operating expenses, excluding depreciation	0	0
General and administrative expenses	0	0
Equity (income) loss in investee	0
Gain on sale of asset	0
Depreciation and amortization expense	0	0
Total cost and expenses	(1,131,255)	(366,070)
Income (loss) from operations	0	0
Other income (expenses)
Equity in earnings of subsidiaries	365,682	392,593
Change in fair value of catalyst leases	0	0
Interest expense, net	0	0
Income (loss) before income taxes	365,682	392,593
Income tax expense	0	0
Net income (loss)	365,682	392,593
Less: net income attributable to noncontrolling interests	(113)	(303)
Net income (loss) attributable to PBF Holding Company LLC	365,795	392,896
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	$ 365,795	$ 392,896

XML

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Statement of Cash Flows) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities:
Net income	$ (65,540)	$ (98,428)
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	57,869	56,532
Stock-based compensation	5,345	2,621
Change in fair value of catalyst lease obligations	2,588	2,885
Deferred income taxes	(38)	31,487
Non-cash lower of cost or market inventory adjustment	16,039	(59,063)
Non-cash change in inventory repurchase obligations	(23,124)	35,147
Pension and other post retirement benefit costs	10,560	7,680
Income (Loss) from Equity Method Investments, Net of Dividends or Distributions	174	0
Gain (Loss) on Disposition of Property Plant Equipment	883	0
Equity Method Investment, Controlling Interest in Income (Loss) of Subsidiary	0	0
Equity (income) loss in investee	(3,599)	0
Changes in operating assets and liabilities:
Accounts receivable	7,490	(86,765)
Due to/from affiliates	(8,581)	746
Inventories	(238,437)	4,035
Prepaid expense and other current assets	(28,299)	(28,142)
Accounts payable	(188,813)	72,966
Accrued expenses	183,139	18,167
Deferred revenue	(9,589)	(889)
Other assets and liabilities	(25,942)	(2,200)
Net cash used in operations	(304,624)	(43,221)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(95,676)	(42,731)
Expenditures for deferred turnaround costs	(64,371)	(82,747)
Expenditures for other assets	(14,847)	(17,163)
Chalmette Acquisition working capital settlement	0	(2,659)
Net cash used in investing activities	(174,894)	(145,300)
Cash flows from financing activities:
Distribution to members	0	(30,829)
Repayment of affiliate notes payable	0	(517)
Proceeds from revolver borrowings	200,000	0
Repayments of Lines of Credit	200,000	0
Net cash provided by (used in) financing activities	70,358	(31,346)
Proceeds from members' capital contributions	(72,000)	0
Net decrease in cash and cash equivalents	(409,160)	(219,867)
Cash and equivalents, beginning of period	626,705	914,749
Cash and equivalents, end of period	217,545	694,882
Issuer [Member]
Cash flows from operating activities:
Net income	(65,540)	(98,428)
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	3,914	3,884
Stock-based compensation	0	0
Change in fair value of catalyst lease obligations	0	0
Deferred income taxes	0	0
Non-cash lower of cost or market inventory adjustment	16,039	(78,159)
Non-cash change in inventory repurchase obligations	(23,124)	0
Pension and other post retirement benefit costs	1,651	1,732
Income (Loss) from Equity Method Investments, Net of Dividends or Distributions	0
Gain (Loss) on Disposition of Property Plant Equipment	0
Equity Method Investment, Controlling Interest in Income (Loss) of Subsidiary	365,129	392,593
Equity (income) loss in investee	0
Changes in operating assets and liabilities:
Accounts receivable	21,546	(97,973)
Due to/from affiliates	(580,598)	(412,569)
Inventories	(213,072)	55,526
Prepaid expense and other current assets	992	(6,227)
Accounts payable	(160,331)	35,441
Accrued expenses	196,138	(119)
Deferred revenue	(9,575)	(889)
Other assets and liabilities	(14,962)	(41)
Net cash used in operations	(461,793)	(205,229)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(527)	(5,466)
Expenditures for deferred turnaround costs	0	0
Expenditures for other assets	0	0
Chalmette Acquisition working capital settlement		0
Net cash used in investing activities	(527)	(5,466)
Cash flows from financing activities:
Distribution to members		(30,829)
Repayment of affiliate notes payable		(517)
Proceeds from revolver borrowings	200,000
Repayments of Lines of Credit	200,000
Net cash provided by (used in) financing activities	66,547	(31,346)
Proceeds from members' capital contributions	(72,000)
Repayments of Rail Facility revolver borrowings	5,453
Net decrease in cash and cash equivalents	(395,773)	(242,041)
Cash and equivalents, beginning of period	530,085	882,820
Cash and equivalents, end of period	134,312	640,779
Guarantor Subsidiaries [Member]
Cash flows from operating activities:
Net income	(365,129)	(369,221)
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	52,054	50,700
Stock-based compensation	5,345	2,621
Change in fair value of catalyst lease obligations	2,588	2,885
Deferred income taxes	0	0
Non-cash lower of cost or market inventory adjustment	0	19,096
Non-cash change in inventory repurchase obligations	0	35,147
Pension and other post retirement benefit costs	8,909	5,948
Income (Loss) from Equity Method Investments, Net of Dividends or Distributions	0
Gain (Loss) on Disposition of Property Plant Equipment	883
Equity Method Investment, Controlling Interest in Income (Loss) of Subsidiary	553	0
Equity (income) loss in investee	0
Changes in operating assets and liabilities:
Accounts receivable	1,136	6,717
Due to/from affiliates	520,234	416,735
Inventories	0	(28,387)
Prepaid expense and other current assets	(29,222)	(22,016)
Accounts payable	(25,872)	37,120
Accrued expenses	(14,993)	(3,661)
Deferred revenue	(26)	0
Other assets and liabilities	(7,752)	(3,511)
Net cash used in operations	148,708	150,173
Cash flows from investing activities:
Expenditures for property, plant and equipment	(94,955)	(37,260)
Expenditures for deferred turnaround costs	(64,371)	(82,747)
Expenditures for other assets	(14,847)	(17,163)
Chalmette Acquisition working capital settlement		(2,659)
Net cash used in investing activities	(174,173)	(139,829)
Cash flows from financing activities:
Distribution to members		0
Repayment of affiliate notes payable		0
Proceeds from revolver borrowings	0
Repayments of Lines of Credit	0
Net cash provided by (used in) financing activities	5,453	0
Proceeds from members' capital contributions	0
Repayments of Rail Facility revolver borrowings	(5,453)
Net decrease in cash and cash equivalents	(20,012)	10,344
Cash and equivalents, beginning of period	56,717	6,236
Cash and equivalents, end of period	36,705	16,580
Non-Guarantor Subsidiaries [Member]
Cash flows from operating activities:
Net income	(553)	(23,372)
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	1,901	1,948
Stock-based compensation	0	0
Change in fair value of catalyst lease obligations	0	0
Deferred income taxes	(38)	31,487
Non-cash lower of cost or market inventory adjustment	0	0
Non-cash change in inventory repurchase obligations	0	0
Pension and other post retirement benefit costs	0	0
Income (Loss) from Equity Method Investments, Net of Dividends or Distributions	174
Gain (Loss) on Disposition of Property Plant Equipment	0
Equity Method Investment, Controlling Interest in Income (Loss) of Subsidiary	0	0
Equity (income) loss in investee	(3,599)
Changes in operating assets and liabilities:
Accounts receivable	(15,192)	4,491
Due to/from affiliates	51,783	(3,420)
Inventories	(25,365)	(23,104)
Prepaid expense and other current assets	(69)	101
Accounts payable	(4,073)	(577)
Accrued expenses	1,994	21,947
Deferred revenue	12	0
Other assets and liabilities	(3,228)	1,352
Net cash used in operations	6,998	10,853
Cash flows from investing activities:
Expenditures for property, plant and equipment	(194)	(5)
Expenditures for deferred turnaround costs	0	0
Expenditures for other assets	0	0
Chalmette Acquisition working capital settlement		0
Net cash used in investing activities	(194)	(5)
Cash flows from financing activities:
Distribution to members		0
Repayment of affiliate notes payable		0
Proceeds from revolver borrowings	0
Repayments of Lines of Credit	0
Net cash provided by (used in) financing activities	(1,642)	0
Proceeds from members' capital contributions	0
Repayments of Rail Facility revolver borrowings	0
Net decrease in cash and cash equivalents	5,162	10,848
Cash and equivalents, beginning of period	41,366	28,968
Cash and equivalents, end of period	46,528	39,816
PBF Holding Company LLC [Member]
Cash flows from financing activities:
Repayments of Rail Facility revolver borrowings	0
Consolidation, Eliminations [Member]
Cash flows from operating activities:
Net income	365,682	392,593
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	0	0
Stock-based compensation	0	0
Change in fair value of catalyst lease obligations	0	0
Deferred income taxes	0	0
Non-cash lower of cost or market inventory adjustment	0	0
Non-cash change in inventory repurchase obligations	0	0
Pension and other post retirement benefit costs	0	0
Income (Loss) from Equity Method Investments, Net of Dividends or Distributions	0
Gain (Loss) on Disposition of Property Plant Equipment	0
Equity Method Investment, Controlling Interest in Income (Loss) of Subsidiary	(365,682)	(392,593)
Equity (income) loss in investee	0
Changes in operating assets and liabilities:
Accounts receivable	0	0
Due to/from affiliates	0	0
Inventories	0	0
Prepaid expense and other current assets	0	0
Accounts payable	1,463	982
Accrued expenses	0	0
Deferred revenue	0	0
Other assets and liabilities	0	0
Net cash used in operations	1,463	982
Cash flows from investing activities:
Expenditures for property, plant and equipment	0	0
Expenditures for deferred turnaround costs	0	0
Expenditures for other assets	0	0
Chalmette Acquisition working capital settlement		0
Net cash used in investing activities	0	0
Cash flows from financing activities:
Distribution to members		0
Repayment of affiliate notes payable		0
Proceeds from revolver borrowings	0
Repayments of Lines of Credit	0
Net cash provided by (used in) financing activities	0	0
Proceeds from members' capital contributions	0
Repayments of Rail Facility revolver borrowings	0
Net decrease in cash and cash equivalents	1,463	982
Cash and equivalents, beginning of period	(1,463)	(3,275)
Cash and equivalents, end of period	0	$ (2,293)
Rail Term Loan [Member]
Cash flows from financing activities:
Repayments of Debt	(1,642)
Rail Term Loan [Member] | Issuer [Member]
Cash flows from financing activities:
Repayments of Debt	0
Rail Term Loan [Member] | Guarantor Subsidiaries [Member]
Cash flows from financing activities:
Repayments of Debt	0
Rail Term Loan [Member] | Non-Guarantor Subsidiaries [Member]
Cash flows from financing activities:
Repayments of Debt	(1,642)
Rail Term Loan [Member] | Consolidation, Eliminations [Member]
Cash flows from financing activities:
Repayments of Debt	$ 0