The following review of our results of operations and financial condition should
be read in conjunction with "Item 1. Business", "Item 1A. Risk Factors", "Item
2. Properties", and "Item 8. Financial Statements and Supplementary Data,"
respectively, included in this Annual Report on Form 10-K.

CAUTIONARY STATEMENT FOR THE PURPOSE OF SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995



This Annual Report on Form 10-K contains certain "forward-looking statements,"
as defined in the Private Securities Litigation Reform Act of 1995 ("PSLRA"), 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," "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 strategies, objectives, intentions, resources
and expectations regarding future industry trends are forward-looking statements
made under the safe harbor provisions of the PSLRA except to the extent such
statements relate to the operations of a partnership or limited liability
company. In addition, we, through our senior management, from time to time make
forward-looking public statements concerning our expected future operations and
performance and other developments. These forward-looking statements are subject
to risks and uncertainties that may change at any time, and, therefore, our
actual results may differ materially from those that we expected. We derive many
of our forward-looking statements from our operating budgets and forecasts,
which are based upon many detailed assumptions. While we believe that our
assumptions are reasonable, we caution that it is very difficult to predict the
impact of known factors, and, of course, it is impossible for us to anticipate
all factors that could affect our actual results.

Important factors that could cause actual results to differ materially from our
expectations, which we refer to as "cautionary statements," are disclosed under
"Item 1A. Risk Factors," and "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in this Annual
Report on Form 10-K. All forward-looking information in this Annual Report on
Form 10-K 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:

•the effect of the COVID-19 pandemic, including resurgences and variants of the
virus, as well as related governmental and consumer responses on our business,
financial condition and results of operations;

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

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



•our obligation to buy RINs and market risks related to the volatility in the
price of RINs required to comply with the Renewable Fuel Standard and GHG
emission credits required to comply with various GHG emission programs, such as
AB 32;

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

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


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

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

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



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

•the risk of cyber-attacks;

•our increased dependence on technology;

• the effects of competition in our markets;

•the possibility that we may not reinstate dividend payments;

•the inability of our subsidiaries to freely pay dividends or make distributions to us;

•our ability to make acquisitions or investments, including in renewable diesel production, and to realize the benefits from such acquisitions or investments;

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

•our expectations and timing with respect to our acquisition activity and whether such acquisitions are accretive or dilutive to shareholders;

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

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

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

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

•counterparty credit and performance risk exposure related to our supply and inventory intermediation arrangement;



•termination of our Third Inventory Intermediation Agreement with J. Aron, which
is scheduled to expire in December 2024 and could have a material adverse effect
on our liquidity, as we would be required to finance our crude oil, intermediate
and refined products inventory covered by the agreement. Additionally, we are
obligated to repurchase from J. Aron certain J. Aron Products upon termination
of the agreement;

•payments by PBF Energy to the current and former holders of PBF LLC Series A
Units and PBF LLC Series B Units under PBF Energy's Tax Receivable Agreement for
certain tax benefits we may claim;
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•our assumptions regarding payments arising under PBF Energy's Tax Receivable
Agreement and other arrangements relating to our organizational structure are
subject to change due to various factors, including, among other factors, the
timing of exchanges of PBF LLC Series A Units for shares of PBF Energy Class A
common stock as contemplated by the Tax Receivable Agreement, the price of PBF
Energy Class A common stock at the time of such exchanges, the extent to which
such exchanges are taxable, and the amount and timing of our income;

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

•risks associated with the operation of PBFX as a separate, publicly-traded entity;

•potential tax consequences related to our investment in PBFX; and

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



We caution you that the foregoing list of important factors may not contain all
of the material factors that are important to you. In addition, in light of
these risks and uncertainties, the matters referred to in the forward-looking
statements contained in this Annual Report on Form 10-K 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 Annual Report
on Form 10-K. 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.

Executive Summary



Our business operations are conducted by PBF LLC and its subsidiaries. We own
and operate six domestic oil refineries and related assets located in Delaware
City, Delaware, Paulsboro, New Jersey, Toledo, Ohio, Chalmette, Louisiana,
Torrance, California, and Martinez, California. Based on current configuration
(subsequent to the East Coast Refining Reconfiguration), our refineries have a
combined processing capacity, known as throughput, of approximately 1,000,000
bpd, and a weighted-average Nelson Complexity Index of 13.2 based on current
operating conditions. The complexity and throughput capacity of our refineries
are subject to change dependent upon configuration changes we make to respond to
market conditions as well as a result of investments made to improve our
facilities and maintain compliance with environmental and governmental
regulations. We operate in two reportable business segments: Refining and
Logistics. Our six oil refineries are all engaged in the refining of crude oil
and other feedstocks into petroleum products, and are aggregated into the
Refining segment. PBFX operates certain logistical assets such as crude oil and
refined products terminals, pipelines, and storage facilities, which are
aggregated into the Logistics segment.

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Factors Affecting Comparability

Our results over the past three years 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.

COVID-19 and Market Developments



The impact of the unprecedented global health and economic crisis sparked by the
COVID-19 pandemic was amplified late in the quarter ended March 31, 2020 due to
movements made by the world's largest oil producers to increase market share.
This created simultaneous shocks in oil supply and demand resulting in an
economic challenge to our industry which has not occurred since our formation.
This combination resulted in significant demand reduction for our refined
products and atypical volatility in oil commodity prices. In 2021, as a result
of the lifting or easing of restrictions by many governmental authorities and
the distribution of COVID-19 vaccines and other protective measures, the demand
for refined products started to recover, consequently improving our refining
margins in comparison to the prior year. While our results for the year ended
December 31, 2021 were impacted by lower demand for refined products, we
experienced gradual improvements when compared to the year ended December 31,
2020 and favorable impacts on our revenues, cost of products sold, operating
income and liquidity. Although we currently continue to operate our refineries
at reduced rates, throughput rates across our refining system have increased in
the current year to correlate with the gradual increases in demand.

Debt and Credit Facilities

Senior Notes



During the year ended December 31, 2021, we made a number of open market
repurchases of our 2028 Senior Notes and our 2025 Senior Notes that resulted in
the extinguishment of $173.5 million in principal of the 2028 Senior Notes and
$55.5 million in principal of the 2025 Senior Notes. Total cash consideration
paid to repurchase the principal amount outstanding of the 2028 Senior Notes and
the 2025 Senior Notes, excluding accrued interest, totaled $146.8 million and we
recognized a $79.9 million gain on the extinguishment of debt during the year
ended December 31, 2021.

On May 13, 2020, we issued $1.0 billion in aggregate principal amount of the
initial 2025 Senior Secured Notes. The net proceeds from this offering were
approximately $982.9 million after deducting the initial purchasers' discount
and offering expenses. We used the net proceeds for general corporate purposes.

On December 21, 2020, we issued additional $250.0 million, in aggregate
principal amount of the 2025 Senior Secured Notes. The net proceeds from this
offering were approximately $245.7 million after deducting the initial
purchasers' discount and offering expenses. We used the net proceeds for general
corporate purposes.

On January 24, 2020, we issued $1.0 billion in aggregate principal amount of the
2028 Senior Notes. The net proceeds from this offering were approximately
$987.0 million after deducting the initial purchasers' discount and offering
expenses. We used $517.5 million of the proceeds to fully redeem our 7.00%
senior notes due 2023 (the "2023 Senior Notes") and the balance to fund a
portion of the cash consideration for Martinez Acquisition (as defined below).

On February 14, 2020, we exercised our rights under the indenture governing the
2023 Senior Notes to redeem all of the outstanding 2023 Senior Notes at a price
of 103.5% of the aggregate principal amount thereof plus accrued and unpaid
interest. The aggregate redemption price for all 2023 Senior Notes approximated
$517.5 million plus accrued and unpaid interest. The difference between the
carrying value of the 2023 Senior Notes on the date they were redeemed and the
amount for which they were redeemed was $22.2 million and has been classified as
Loss on extinguishment of debt in the Consolidated Statements of Operations for
the year ending December 31, 2020.

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Catalyst Financing Obligations

In September and October 2021, we settled certain precious metal financing arrangements, resulting in a reduction to debt of approximately $31.7 million.



On September 25, 2020, we closed on agreements to sell a portion of our precious
metals catalyst to certain major commercial banks for approximately
$51.9 million and subsequently leased the catalyst back. The precious metals
financing arrangements cover a portion of the catalyst used in our East Coast
Refining System, Martinez and Toledo refineries.

The volumes of the precious metal catalyst and the interest rates are fixed over
the term of each financing arrangement. We are obligated to repurchase the
precious metals catalyst at fair market value upon expiration of these leases.
For all leases not renewed at maturity, we have the ability and intent to
finance such debt through availability under our revolving credit facilities.

PBF Holding Revolving Credit Facility



During the year ended December 31, 2020, we used advances under our Revolving
Credit Facility to fund a portion of the Martinez Acquisition (as defined below)
and for other general corporate purposes. The outstanding borrowings under the
Revolving Credit Facility as of December 31, 2021 and December 31, 2020 were
$900.0 million.

PBFX Revolving Credit Facility



During the year ended December 31, 2021 and December 31, 2020, PBFX made net
repayments of $100.0 million and $83.0 million on the PBFX Revolving Credit
Facility. The outstanding borrowings under the PBFX Revolving Credit Facility
were $100.0 million as of December 31, 2021.

Refer to "Note 10 - Credit Facilities and Debt" of our Notes to Consolidated Financial Statements, for further information.

Land Sales



On December 20, 2021, PBFX closed on a third-party sale of real property at the
refined products terminals in the greater Philadelphia area ("East Coast
Terminals"). The sale resulted in a gain of approximately $2.8 million in the
fourth quarter of 2021, included within Gain on sale of assets in the
Consolidated Statements of Operations.

On December 30, 2020 and August 1, 2019, we closed on third-party sales of
parcels of real property acquired as part of the Torrance refinery, but not part
of the refinery itself. The sales resulted in gains of approximately
$8.1 million and $33.1 million in the fourth quarter of 2020 and third quarter
of 2019, respectively, included within Gain on sale of assets in the
Consolidated Statements of Operations.

East Coast Refining Reconfiguration



On December 31, 2020, we completed the East Coast Refining Reconfiguration. As
part of the reconfiguration process, we temporarily idled certain of our major
processing units at the Paulsboro refinery, resulting in lower overall
throughput and inventory levels in addition to decreases in capital and
operating costs. Based on this reconfiguration, our East Coast throughput
capacity currently approximates 285,000 barrels per day.

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Turnaround Costs and Assets under Construction



As of December 31, 2020, we accelerated the recognition of approximately
$56.2 million of unamortized deferred turnaround amortization costs associated
with these idled units. Additionally, we abandoned certain projects related to
assets under construction related to these idled assets, resulting in an
impairment charge of approximately $11.9 million in the fourth quarter of 2020.

Capital Project Abandonments



In connection with our ongoing strategic initiative to address the COVID-19
pandemic, including our East Coast Refining Reconfiguration, we reassessed our
refinery wide slate of capital projects that were either in process or not yet
placed into service as of December 31, 2020. Based on this reassessment and our
strategic plan to reduce capital expenditures, we decided to abandon various
capital projects across the refining system, resulting in an impairment charge
of approximately $79.9 million in the fourth quarter of 2020.

Severance Costs



Following the onset of the COVID-19 pandemic, we implemented a number of cost
reduction initiatives to strengthen our financial flexibility and rationalize
overhead expenses, including workforce reduction. During the second quarter of
2020, we reduced headcount across our refineries, which resulted in
approximately $12.9 million of severance related costs. Additionally, as a
result of the East Coast Refining Reconfiguration, we incurred charges in the
fourth quarter of 2020 of approximately $11.8 million of severance related
expenses. These severance costs were included in general and administrative
expenses.

Tax Receivable Agreement



In connection with PBF Energy's IPO, PBF Energy entered into a Tax Receivable
Agreement pursuant to which PBF Energy is required to pay the members of PBF
LLC, who exchange their units for PBF Energy Class A common stock or whose units
PBF Energy purchases, approximately 85% of the cash savings in income taxes that
PBF Energy realizes as a result of the increase in the tax basis of its interest
in PBF LLC, including tax benefits attributable to payments made under the Tax
Receivable Agreement. PBF Energy has recognized, as of December 31, 2021, a
liability for the Tax Receivable Agreement of $48.3 million reflecting the
estimate of the undiscounted amounts that PBF Energy expects to pay under the
agreement, net of the impact of a deferred tax asset valuation allowance
recognized in accordance with ASC 740. As of December 31, 2020, there was zero
liability recognized related to the Tax Receivable Agreement. As future taxable
income is recognized, increases in our Tax Receivable Agreement liability may be
necessary in conjunction with the revaluation of deferred tax assets. Refer to
"Note 14 - Commitments and Contingencies" and "Note 21 - Income Taxes" of our
Notes to Consolidated Financial Statements for more details.

Early Return of Railcars



In the fourth quarter of 2020 we agreed to voluntarily return a portion of
railcars under an operating lease in order to rationalize certain components of
our railcar fleet. Under the terms of the lease amendment, we agreed to pay
amounts in lieu of satisfaction of return conditions (the "early termination
penalty"). As a result, we recognized an expense of $12.5 million within Cost of
sales, consisting of charges for the early termination penalty and charges
related to the remaining lease payments associated with the railcars identified
within the amended lease, all of which were idled and out of service as of
December 31, 2020.

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Sale of Hydrogen Plants



On April 17, 2020, we closed on the sale of five hydrogen plants to Air Products
and Chemicals, Inc. ("Air Products") in a sale-leaseback transaction for gross
cash proceeds of $530.0 million and recognized a gain of $471.1 million. In
connection with the sale, we entered into a transition services agreement, which
was followed by the execution of long-term supply agreements in August 2020,
through which Air Products will exclusively supply hydrogen, steam, carbon
dioxide and other products to the Martinez, Torrance and Delaware City
refineries for a term of fifteen years.

Martinez Acquisition



We acquired the Martinez refinery and related logistics assets from Shell Oil
Products on February 1, 2020 for an aggregate purchase price of $1,253.4 million
(the "Martinez Acquisition"), including final working capital of $216.1 million
and the obligation to make certain post-closing earn-out payments to Shell Oil
Products based on certain earnings thresholds of the Martinez refinery for a
period of up to four years (the "Martinez Contingent Consideration"). The
transaction was financed through a combination of cash on hand, including
proceeds from the 2028 Senior Notes, and borrowings under the Revolving Credit
Facility.

The Martinez refinery is located on an 860-acre site in the City of Martinez, 30
miles northeast of San Francisco, California. The refinery is a high-conversion
157,000 bpd, dual-coking facility with a Nelson Complexity Index of 16.1, making
it one of the most complex refineries in the United States. The facility is
strategically positioned in Northern California and provides for operating and
commercial synergies with the Torrance refinery located in Southern California.
In addition to refining assets, the Martinez Acquisition includes a number of
high-quality onsite logistics assets including a deep-water marine facility,
product distribution terminals and refinery crude and product storage facilities
with approximately 8.8 million barrels of shell capacity.

Inventory Intermediation Agreement



On October 25, 2021, PBF Holding and its subsidiaries, the PBF Entities, entered
into the Third Inventory Intermediation Agreement with J. Aron, pursuant to
which the terms of the existing inventory intermediation agreements were amended
and restated in their entirety, including, among other things, pricing and an
extension of the terms. The Third Inventory Intermediation Agreement extends the
term to December 31, 2024, which term may be further extended by mutual consent
of the parties to December 31, 2025.

Pursuant to the Third Inventory Intermediation Agreement, J. Aron will continue
to purchase and hold title to the J. Aron Products purchased or produced by the
Refineries and delivered into the Storage Tanks. Furthermore, J. Aron agrees to
sell the J. Aron Products back to PRC and DCR (and, at the election of the PBF
Entities, Chalmette Refining) as the J. Aron Products are discharged out of the
Storage Tanks. We exercised our right to include the Chalmette refinery under
the Third Inventory Intermediation Agreement in November 2021. J. Aron has the
right to store the J. Aron Products purchased in tanks under the Third Inventory
Intermediation Agreement and will retain these storage rights for the term of
the agreement. We intend to utilize the crude oil and will market and sell the
refined products independently to third parties.

PBFX Equity Offerings



On April 24, 2019, PBFX entered into subscription agreements to sell an
aggregate of 6,585,500 common units to certain institutional investors in a
registered direct offering (the "2019 Registered Direct Offering") for gross
proceeds of approximately $135.0 million. The 2019 Registered Direct Offering
closed on April 29, 2019.

As of December 31, 2021, PBF LLC held a 47.9% limited partner interest in PBFX with the remaining 52.1% limited partner interest owned by public common unitholders.


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PBFX Assets and Transactions

PBFX's assets consist of various logistics assets (as described in "Item 1. Business"). Apart from business associated with certain third-party acquisitions, PBFX's revenues are derived from long-term, fee-based commercial agreements with subsidiaries of PBF Holding, which include minimum volume commitments, for receiving, handling, transferring and storing crude oil, refined products and natural gas. These transactions are eliminated by PBF Energy and PBF LLC in consolidation.



Since the inception of PBFX in 2014, PBF LLC and PBFX have entered into a series
of drop-down transactions. Such transactions and third-party acquisitions made
by PBFX occurring in the three years ended December 31, 2021 are discussed
below.

TVPC Acquisition



On April 24, 2019, PBFX entered into a contribution agreement with PBF LLC,
pursuant to which PBF LLC contributed to PBFX all of the issued and outstanding
limited liability company interests of TVP Holding Company LLC ("TVP Holding")
for total consideration of $200.0 million (the "TVPC Acquisition"). Prior to the
TVPC Acquisition, TVP Holding owned a 50% membership interest in Torrance Valley
Pipeline Company LLC ("TVPC"). Subsequent to the closing of the TVPC Acquisition
on May 31, 2019, PBFX owns 100% of the membership interests in TVPC. The
transaction was financed through a combination of proceeds from the 2019
Registered Direct Offering and borrowings under the PBFX Revolving Credit
Facility.

PBFX IDR Restructuring Agreement



On February 28, 2019, PBFX closed on the transaction contemplated by the equity
restructuring agreement (the "IDR Restructuring Agreement") with PBF LLC and PBF
GP, pursuant to which PBFX's IDRs held by PBF LLC were canceled and converted
into 10,000,000 newly issued PBFX common units. Subsequent to the closing of the
IDR Restructuring Agreement, no distributions were made to PBF LLC with respect
to the IDRs and the newly issued PBFX common units are entitled to normal
distributions by PBFX.

Renewable Fuels Standard



We are subject to obligations to purchase RINs required to comply with the
Renewable Fuels Standard. Our overall RINs obligation is based on a percentage
of domestic shipments of on-road fuels as established by EPA. To the degree we
are 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. We record our RINs obligation on a net basis in Accrued expenses when our
RINs liability is greater than the amount of RINs earned and purchased in a
given period and in Prepaid and other current assets when the amount of RINs
earned and purchased is greater than the RINs liability. We incurred
approximately $726.0 million in RINs costs during the year ended December 31,
2021 as compared to $326.4 million and $122.7 million during the years ended
December 31, 2020 and 2019, respectively. The fluctuations in RINs costs are due
primarily to volatility in prices for ethanol-linked RINs and increases in our
production of on-road transportation fuels since 2012. Our RINs purchase
obligation is dependent on our actual shipment of on-road transportation fuels
domestically and the amount of blending achieved.

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Factors Affecting Operating Results

Overview



Our earnings and cash flows from operations are primarily affected by the
relationship between refined product prices and the prices for crude oil and
other feedstocks. The cost to acquire crude oil and other feedstocks and the
price of refined products ultimately sold depends on numerous factors beyond our
control, including the supply of, and demand for, crude oil, gasoline, diesel
and other refined products, which, in turn, depend on, among other factors,
changes in global and regional economies, weather conditions, global and
regional political affairs, production levels, the availability of imports, the
marketing of competitive fuels, pipeline capacity, prevailing exchange rates and
the extent of government regulation. Our revenue and income from operations
fluctuate significantly with movements in industry refined product prices, our
materials cost fluctuate significantly with movements in crude oil prices and
our other operating expenses fluctuate with movements in the price of energy to
meet the power needs of our refineries. In addition, the effect of changes in
crude oil prices on our operating results is influenced by how the prices of
refined products adjust to reflect such changes.

Crude oil and other feedstock costs and the prices of refined products have
historically been subject to wide fluctuation. Expansion and upgrading of
existing facilities and installation of additional refinery distillation or
conversion capacity, price volatility, governmental regulations, international
political and economic developments and other factors beyond our control are
likely to continue to play an important role in refining industry economics.
These factors can impact, among other things, the level of inventories in the
market, resulting in price volatility and a reduction or increase in product
margins. Moreover, the industry typically experiences seasonal fluctuations in
demand for refined products, such as for gasoline and diesel, during the summer
driving season and for home heating oil during the winter.

Benchmark Refining Margins



In assessing our operating performance, we compare the refining margins (revenue
less materials cost) of each of our refineries against a specific benchmark
industry refining margin based on crack spreads. Benchmark refining margins take
into account both crude and refined product prices. When these prices are
combined in a formula they provide a single value-a gross margin per
barrel-that, when multiplied by throughput, provides an approximation of the
gross margin generated by refining activities.

The performance of our East Coast refineries generally follows the Dated Brent
(NYH) 2-1-1 benchmark refining margin. Our Toledo refinery generally follows the
WTI (Chicago) 4-3-1 benchmark refining margin. Our Chalmette refinery generally
follows the LLS (Gulf Coast) 2-1-1 benchmark refining margin. Our Torrance
refinery generally follows the ANS (West Coast) 4-3-1 benchmark refining margin.
Our Martinez refinery generally follows the ANS (West Coast) 3-2-1 benchmark
refining margin.

While the benchmark refinery margins presented below under "Results of
Operations-Market Indicators" are representative of the results of our
refineries, each refinery's realized gross margin on a per barrel basis will
differ from the benchmark due to a variety of factors affecting the performance
of the relevant refinery to its corresponding benchmark. These factors include
the refinery's actual type of crude oil throughput, product yield differentials
and any other factors not reflected in the benchmark refining margins, such as
transportation costs, storage costs, credit fees, fuel consumed during
production and any product premiums or discounts, as well as inventory
fluctuations, timing of crude oil and other feedstock purchases, a rising or
declining crude and product pricing environment and commodity price management
activities. As discussed in more detail below, each of our refineries, depending
on market conditions, has certain feedstock-cost and product-value advantages
and disadvantages as compared to the refinery's relevant benchmark.

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Credit Risk Management



Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to us. Our exposure to
credit risk is reflected in the carrying amount of the receivables that are
presented in our Consolidated Balance Sheets. To minimize credit risk, all
customers are subject to extensive credit verification procedures and extensions
of credit above defined thresholds are to be approved by the senior management.
Our intention is to trade only with recognized creditworthy third parties. In
addition, receivable balances are monitored on an ongoing basis. We also limit
the risk of bad debts by obtaining security such as guarantees or letters of
credit.

We continually monitor our market risk exposure, including the impact and
developments related to the COVID-19 pandemic and the related governmental and
consumer responses which have introduced significant volatility in the financial
markets.

Other Factors

We currently source our crude oil for our refineries on a global basis through a
combination of market purchases and short-term purchase contracts, and through
our crude oil supply agreements. We believe purchases based on market pricing
has given us flexibility in obtaining crude oil at lower prices and on a more
accurate "as needed" basis. Since our East Coast refineries access their crude
slates from the Delaware River via ship or barge and through our rail facilities
at Delaware City, these refineries have the flexibility to purchase crude oils
from the Mid-Continent and Western Canada, as well as a number of different
countries. We have not sourced crude oil under our crude supply arrangement with
Petróleos de Venezuela S.A. ("PDVSA") since 2017 as PDVSA has suspended
deliveries due to our inability to agree to mutually acceptable payment terms
and because of U.S. government sanctions against PDVSA.

Currently, crude oil delivered by rail is consumed at our East Coast refineries.
The Delaware City rail unloading facilities, and the East Coast Storage Assets,
allow our East Coast refineries to source WTI-based crude oils from Western
Canada and the Mid-Continent, which we believe, at times, may provide cost
advantages versus traditional Brent-based international crude oils. In support
of this rail strategy, we have at times entered into agreements to lease or
purchase crude railcars. Certain of these railcars were subsequently sold to a
third-party, which has leased the railcars back to us for periods of between
four and seven years. In subsequent periods, we have sold or returned railcars
to optimize our railcar portfolio. Our railcar fleet, at times, provides
transportation flexibility within our crude oil sourcing strategy that allows
our East Coast refineries to process cost advantaged crude from Canada and the
Mid-Continent.

Our operating cost structure is also important to our profitability. Major
operating costs include costs relating to employees and contract labor, energy,
maintenance and environmental compliance, and emission control regulations,
including the cost of RINs required for compliance with the Renewable Fuels
Standard. The predominant variable cost is energy, in particular, the price of
utilities, natural gas and electricity.

Our operating results are also affected by the reliability of our refinery
operations. Unplanned downtime of our refinery assets generally results in lost
margin opportunity and increased maintenance expense. The financial impact of
planned downtime, such as major turnaround maintenance, is managed through a
planning process that considers such things as the margin environment, the
availability of resources to perform the needed maintenance and feed logistics,
whereas unplanned downtime does not afford us this opportunity.

Furthermore, during 2020 our operating results were negatively impacted by the
ongoing COVID-19 pandemic which has caused a significant decline in the demand
for our refined products and a decrease in the prices for crude oil and refined
products, both of which have negatively impacted our revenues, cost of sales and
operating income.

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Refinery-Specific Information

The following section includes refinery-specific information related to our operations, crude oil differentials, ancillary costs, and local premiums and discounts.



East Coast Refining System (Delaware City and Paulsboro Refineries). The
benchmark refining margin for the East Coast Refining System is calculated by
assuming that two barrels of Dated Brent crude oil are converted into one barrel
of gasoline and one barrel of diesel. We calculate this benchmark using the NYH
market value of reformulated blendstock for oxygenate blending ("RBOB") and ULSD
against the market value of Dated Brent and refer to the benchmark as the Dated
Brent (NYH) 2-1-1 benchmark refining margin. The East Coast Refining System has
a product slate of approximately 44% gasoline, 32% distillate, 2% high-value
Group I lubricants, 2% high-value petrochemicals, with the remaining portion of
the product slate comprised of lower-value products (4% petroleum coke, 4% LPGs,
9% black oil and 3% other). For this reason, we believe the Dated Brent (NYH)
2-1-1 is an appropriate benchmark industry refining margin. The majority of East
Coast refining revenues are generated off NYH-based market prices.

The East Coast Refining System's realized gross margin on a per barrel basis is
projected to differ from the Dated Brent (NYH) 2-1-1 benchmark refining margin
due to the following factors:

•the system processes a slate of primarily medium and heavy sour crude oils,
which has constituted approximately 60% to 70% of total throughput. The
remaining throughput consists of sweet crude oil and other feedstocks and
blendstocks. In addition, we have the capability to process a significant volume
of light, sweet crude oil depending on market conditions. Our total throughput
costs have historically priced at a discount to Dated Brent; and

•as a result of the heavy, sour crude slate processed at our East Coast Refining
System, we produce lower value products including sulfur, carbon dioxide and
petroleum coke. These products are priced at a significant discount to RBOB and
ULSD.

•the Paulsboro refinery produces Group I lubricants which carry a premium sales
price to RBOB and ULSD and the black oil is sold as asphalt which may be sold at
a premium or discount to Dated Brent based on the market.

Toledo Refinery. The benchmark refining margin for the Toledo refinery is
calculated by assuming that four barrels of WTI crude oil are converted into
three barrels of gasoline, one-half barrel of ULSD and one-half barrel of jet
fuel. We calculate this refining margin using the Chicago market values of CBOB
and ULSD and the United States Gulf Coast value of jet fuel against the market
value of WTI and refer to this benchmark as the WTI (Chicago) 4-3-1 benchmark
refining margin. Our Toledo refinery has a product slate of approximately 56%
gasoline, 30% distillate, 5% high-value petrochemicals (including nonene,
tetramer, benzene, xylene and toluene) with the remaining portion of the product
slate comprised of lower-value products (5% LPGs, 2% black oil and 2% other).
For this reason, we believe the WTI (Chicago) 4-3-1 is an appropriate benchmark
industry refining margin. The majority of Toledo revenues are generated off
Chicago-based market prices.

The Toledo refinery's realized gross margin on a per barrel basis has historically differed from the WTI (Chicago) 4-3-1 benchmark refining margin due to the following factors:



•the Toledo refinery processes a slate of domestic sweet and Canadian synthetic
crude oil. Historically, Toledo's blended average crude costs have differed from
the market value of WTI crude oil;

•the Toledo refinery configuration enables it to produce more barrels of product than throughput which generates a pricing benefit; and

•the Toledo refinery generates a pricing benefit on some of its refined products, primarily its petrochemicals.


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Chalmette Refinery. The benchmark refining margin for the Chalmette refinery is
calculated by assuming two barrels of LLS crude oil are converted into one
barrel of gasoline and one barrel of diesel. We calculate this benchmark using
the US Gulf Coast market value of 87 conventional gasoline and ULSD against the
market value of LLS and refer to this benchmark as the LLS (Gulf Coast) 2-1-1
benchmark refining margin. Our Chalmette refinery has a product slate of
approximately 45% gasoline and 33% distillate, 2% high-value petrochemicals with
the remaining portion of the product slate comprised of lower-value products (8%
black oil, 5% LPGs, 4% petroleum coke, and 3% other). For this reason, we
believe the LLS (Gulf Coast) 2-1-1 is an appropriate benchmark industry refining
margin. The majority of Chalmette revenues are generated off Gulf Coast-based
market prices.

The Chalmette refinery's realized gross margin on a per barrel basis has historically differed from the LLS (Gulf Coast) 2-1-1 benchmark refining margin due to the following factors:



•the Chalmette refinery has generally processed a slate of primarily medium and
heavy sour crude oils, which has historically constituted approximately 50% to
75% of total throughput. The remaining throughput consists of sweet crude oil
and other feedstocks and blendstocks; and

•as a result of the heavy, sour crude slate processed at Chalmette, we produce
lower-value products including sulfur and petroleum coke. These products are
priced at a significant discount to 87 conventional gasoline and ULSD.

The PRL (pre-treater, reformer, light ends) project was completed in 2017 which
has increased high-octane, ultra-low sulfur reformate and chemicals production.
The new crude oil tank was also commissioned in 2017 and is allowing additional
gasoline and diesel exports, reduced RINs compliance costs and lower crude ship
demurrage costs.

Additionally, the idled 12,000 barrel per day coker unit was restarted in the fourth quarter of 2019 to increase the refinery's long-term feedstock flexibility to capture the potential benefit in the price for heavy and high-sulfur feedstocks. The unit has increased the refinery's total coking capacity to approximately 40,000 barrels per day.

Torrance Refinery. The benchmark refining margin for the Torrance refinery is
calculated by assuming that four barrels of ANS crude oil are converted into
three barrels of gasoline, one-half barrel of diesel and one-half barrel of jet
fuel. We calculate this benchmark using the West Coast Los Angeles market value
of California reformulated blendstock for oxygenate blending ("CARBOB"), CARB
diesel and jet fuel and refer to the benchmark as the ANS (West Coast) 4-3-1
benchmark refining margin. Our Torrance refinery has a product slate of
approximately 63% gasoline and 21% distillate with the remaining portion of the
product slate comprised of lower-value products (3% LPG, 3% black oil and 10%
other). For this reason, we believe the ANS (West Coast) 4-3-1 is an appropriate
benchmark industry refining margin. The majority of Torrance revenues are
generated off West Coast Los Angeles-based market prices.

The Torrance refinery's realized gross margin on a per barrel basis has historically differed from the ANS (West Coast) 4-3-1 benchmark refining margin due to the following factors:



•the Torrance refinery has generally processed a slate of primarily heavy sour
crude oils, which has historically constituted approximately 80% to 90% of total
throughput. The Torrance crude slate has the lowest API gravity (typically an
API) gravity of less than 20 degrees) of all of our refineries. The remaining
throughput consists of other feedstocks and blendstocks; and

•as a result of the heavy, sour crude slate processed at Torrance, we produce
lower-value products including petroleum coke and sulfur. These products are
priced at a significant discount to gasoline and diesel.

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Martinez Refinery. The benchmark refining margin for the Martinez refinery is
calculated by assuming that three barrels of ANS crude oil are converted into
two barrels of gasoline, one-quarter barrel of diesel and three-quarter barrel
of jet fuel. We calculate this benchmark using the West Coast San Francisco
market value of CARBOB, CARB diesel and jet fuel and refer to the benchmark as
the ANS (West Coast) 3-2-1 benchmark refining margin. Our Martinez refinery has
a product slate of approximately 60% gasoline and 30% distillate with the
remaining portion of the product slate comprised of lower-value products (4%
petroleum coke, 4% LPG and 2% other). For this reason, we believe the ANS (West
Coast) 3-2-1 is an appropriate benchmark industry refining margin. The majority
of Martinez revenues are generated off West Coast San Francisco-based market
prices.

The Martinez refinery's realized gross margin on a per barrel basis has historically differed from the ANS (West Coast) 4-3-1 benchmark refining margin due to the following factors:



•the Martinez refinery has generally processed a slate of primarily heavy sour
crude oils, which has historically constituted approximately 80% to 90% of total
throughput. The remaining throughput consists of other feedstocks and
blendstocks; and

•as a result of the heavy, sour crude slate processed at Martinez, we produce
lower-value products including petroleum coke and sulfur. These products are
priced at a significant discount to gasoline and CARB diesel.


Results of Operations



The tables below reflect our consolidated financial and operating highlights for
the years ended December 31, 2021, 2020 and 2019 (amounts in millions, except
per share data). Differences between the results of operations of PBF Energy and
PBF LLC primarily pertain to income taxes, interest expense and noncontrolling
interest as shown below. Earnings per share information applies only to the
financial results of PBF Energy. We operate in two reportable business segments:
Refining and Logistics. Our oil refineries, excluding the assets owned by PBFX,
are all engaged in the refining of crude oil and other feedstocks into petroleum
products, and are aggregated into the Refining segment. PBFX is a
publicly-traded MLP that operates certain logistics assets such as crude oil and
refined products terminals, pipelines and storage facilities. PBFX's operations
are aggregated into the Logistics segment. We do not separately discuss our
results by individual segments as, apart from PBFX's third-party acquisitions,
our Logistics segment did not have any significant third-party revenues and a
significant portion of its operating results eliminated in consolidation.

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PBF Energy                                                            Year Ended December 31,
                                                           2021                 2020                 2019
Revenues                                              $  27,253.4          $  15,115.9          $  24,508.2

Cost and expenses:
Cost of products and other                               23,826.8             14,275.6             21,387.5
Operating expenses (excluding depreciation and
amortization expense as reflected below)                  2,085.9              1,918.3              1,782.3
Depreciation and amortization expense                       453.5                551.7                425.3
Cost of sales                                            26,366.2             16,745.6             23,595.1
General and administrative expenses (excluding
depreciation and amortization expense as
reflected below)                                            247.3                248.5                284.0
Depreciation and amortization expense                        13.3                 11.3                 10.8
Change in fair value of contingent
consideration                                                32.4                (93.7)                (0.8)
Impairment expense                                              -                 98.8                    -
Gain on sale of assets                                       (3.0)              (477.8)               (29.9)
Total cost and expenses                                  26,656.2             16,532.7             23,859.2

Income (loss) from operations                               597.2             (1,416.8)               649.0

Other income (expense):
Interest expense, net                                      (317.5)              (258.2)              (159.6)
Change in Tax Receivable Agreement liability                (48.3)               373.5                    -
Change in fair value of catalyst obligations                  8.5                (11.8)                (9.7)
Gain (loss) on extinguishment of debt                        79.9                (22.2)                   -
Other non-service components of net periodic
benefit cost                                                  7.8                  4.3                 (0.2)
Income (loss) before income taxes                           327.6             (1,331.2)               479.5
Income tax expense                                           12.1                  2.1                104.3
Net income (loss)                                           315.5             (1,333.3)               375.2
Less: net income attributable to noncontrolling
interests                                                    84.5                 59.1                 55.8
Net income (loss) attributable to PBF Energy
Inc. stockholders                                     $     231.0          $  (1,392.4)         $     319.4

Consolidated gross margin                             $     887.2          $  (1,629.7)         $     913.1

Gross refining margin (1)                             $   3,087.7

$ 496.8 $ 2,801.2



Net income available to Class A common stock
per share:
Basic                                                 $      1.92          $    (11.64)         $      2.66
Diluted                                               $      1.90          $    (11.64)         $      2.64


----------

(1) See Non-GAAP Financial Measures.


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PBF LLC                                                               Year Ended December 31,
                                                           2021                 2020                 2019
Revenues                                              $  27,253.4          $  15,115.9          $  24,508.2

Cost and expenses:
Cost of products and other                               23,826.8             14,275.6             21,387.5
Operating expenses (excluding depreciation and
amortization expense as reflected below)                  2,085.9              1,918.3              1,782.3
Depreciation and amortization expense                       453.5                551.7                425.3
Cost of sales                                            26,366.2             16,745.6             23,595.1
General and administrative expenses (excluding
depreciation and amortization expense as
reflected below)                                            245.2                247.7                282.3
Depreciation and amortization expense                        13.3                 11.3                 10.8
Change in fair value of contingent
consideration                                                32.4                (93.7)                (0.8)
Impairment expense                                              -                 98.8                    -
Gain on sale of assets                                       (3.0)              (477.8)               (29.9)
Total cost and expenses                                  26,654.1             16,531.9             23,857.5

Income (loss) from operations                               599.3             (1,416.0)               650.7

Other income (expense):
Interest expense, net                                      (327.8)              (268.5)              (169.1)
Change in fair value of catalyst obligations                  8.5                (11.8)                (9.7)
Gain (loss) on extinguishment of debt                        79.9                (22.2)                   -
Other non-service components of net periodic
benefit cost                                                  7.8                  4.3                 (0.2)
Income (loss) before income taxes                           367.7             (1,714.2)               471.7
Income tax (benefit) expense                                (14.0)                 6.1                 (8.3)
Net income (loss)                                           381.7             (1,720.3)               480.0
Less: net income attributable to noncontrolling
interests                                                    82.1                 76.2                 51.5
Net income (loss) attributable to PBF Energy
Company LLC                                           $     299.6          $  (1,796.5)         $     428.5



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Operating Highlights

                                                                            Year Ended December 31,
                                                                 2021                2020                2019
Key Operating Information
Production (bpd in thousands)                                     852.2               737.1               825.2
Crude oil and feedstocks throughput (bpd in thousands)            834.5               727.7               823.1

Total crude oil and feedstocks throughput (millions of barrels)

                                                          304.6               266.3               300.4
Consolidated gross margin per barrel of throughput           $     2.91

$ (6.12) $ 3.04 Gross refining margin, excluding special items, per barrel of throughput (1)

$     7.94          $     3.23          $     8.51
Refinery operating expense, per barrel of throughput         $     6.56

$ 6.89 $ 5.61



Crude and feedstocks (% of total throughput) (2)
Heavy                                                                34  %               42  %               32  %
Medium                                                               31  %               26  %               28  %
Light                                                                18  %               17  %               26  %
Other feedstocks and blends                                          17  %               15  %               14  %
Total throughput                                                    100  %              100  %              100  %

Yield (% of total throughput)
Gasoline and gasoline blendstocks                                    53  %               51  %               49  %
Distillates and distillate blendstocks                               30  %               30  %               32  %
Lubes                                                                 1  %                1  %                1  %
Chemicals                                                             2  %                1  %                2  %
Other                                                                16  %               18  %               16  %
Total yield                                                         102  %              101  %              100  %


----------

(1) See Non-GAAP Financial Measures.



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

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The table below summarizes certain market indicators relating to our operating results as reported by Platts, a division of The McGraw-Hill Companies.



                                                                            Year Ended December 31,
                                                               2021                    2020                  2019
                                                                     (dollars per barrel, except as noted)
Dated Brent crude oil                                   $          70.89          $      41.62          $      64.34
West Texas Intermediate (WTI) crude oil                 $          68.10          $      39.25          $      57.03
Light Louisiana Sweet (LLS) crude oil                   $          69.59          $      41.13          $      62.67
Alaska North Slope (ANS) crude oil                      $          70.56          $      42.20          $      65.00
Crack Spreads
Dated Brent (NYH) 2-1-1                                 $          16.84          $       9.11          $      12.68
WTI (Chicago) 4-3-1                                     $          16.34          $       6.30          $      15.25
LLS (Gulf Coast) 2-1-1                                  $          16.03          $       7.59          $      12.43
ANS (West Coast-LA) 4-3-1                               $          20.10          $      11.30          $      18.46
ANS (West Coast-SF) 3-2-1                               $          20.55          $       9.99          $      17.16
Crude Oil Differentials
Dated Brent (foreign) less WTI                          $           2.80          $       2.37          $       7.31
Dated Brent less Maya (heavy, sour)                     $           6.47          $       5.37          $       6.76
Dated Brent less WTS (sour)                             $           2.63          $       2.33          $       8.09
Dated Brent less ASCI (sour)                            $           3.90          $       1.81          $       3.73
WTI less WCS (heavy, sour)                              $          14.19          $      10.72          $      13.61
WTI less Bakken (light, sweet)                          $          (0.14)         $       2.41          $       0.66
WTI less Syncrude (light, sweet)                        $           2.25          $       2.13          $       0.18
WTI less LLS (light, sweet)                             $          (1.50)         $      (1.88)         $      (5.64)
WTI less ANS (light, sweet)                             $          (2.46)         $      (2.95)         $      (7.97)
Natural gas (dollars per MMBTU)                         $           3.73          $       2.13          $       2.53


2021 Compared to 2020

Overview- PBF Energy net income was $315.5 million for the year ended
December 31, 2021 compared to net loss of $(1,333.3) million for the year ended
December 31, 2020. PBF LLC net income was $381.7 million for the year ended
December 31, 2021 compared to net loss of $(1,720.3) million for the year ended
December 31, 2020. Net income attributable to PBF Energy stockholders was $231.0
million, or $1.90 per diluted share, for the year ended December 31, 2021 ($1.90
per share on a fully-exchanged, fully-diluted basis based on adjusted
fully-converted net income, or $(2.50) per share on a fully-exchanged,
fully-diluted basis based on adjusted fully-converted net loss excluding special
items, as described below in Non-GAAP Financial Measures) compared to net loss
attributable to PBF Energy stockholders of $(1,392.4) million, or $(11.64) per
diluted share, for the year ended December 31, 2020 ($(11.64) per share on a
fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss,
or $(11.78) per share on a fully-exchanged, fully-diluted basis based on
adjusted fully-converted net loss excluding special items, as described below in
Non-GAAP Financial Measures). The net income attributable to PBF Energy
stockholders represents PBF Energy's equity interest in PBF LLC's pre-tax
income, less applicable income tax expense. PBF Energy's weighted-average equity
interest in PBF LLC was 99.2% and 99.1% for the years ended December 31, 2021
and 2020, respectively.

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Our results for the year ended December 31, 2021 were positively impacted by
special items consisting of a non-cash, pre-tax LCM inventory adjustment of
approximately $669.6 million, or $496.2 million net of tax, a pre-tax gain on
the extinguishment of debt associated with the repurchase of a portion of our
2028 Senior Notes and 2025 Senior Notes of $79.9 million, or $59.2 million net
of tax, a gain on the sale of certain PBFX land of $2.8 million, or $2.1 million
net of tax, and a $37.4 million tax benefit associated with the remeasurement of
certain deferred tax assets, offset by pre-tax charges associated with the
change in the Tax Receivable Agreement liability of $48.3 million, or $35.8
million net of tax and a change in fair value of the Martinez Contingent
Consideration and the contingent consideration related to the PBFX acquisition
of the East Coast Storage Assets from Crown Point International, LLC ("Crown
Point") (the "East Coast Storage Assets Acquisition") of $32.4 million, or $24.0
million net of tax. Our results for the year ended December 31, 2020 were
positively impacted by special items consisting of a gain on the sale of
hydrogen plants of $471.1 million, or $345.8 million net of tax, a pre-tax gain
on the sale of land at our Torrance refinery of $8.1 million, or $5.9 million
net of tax, a change in fair value of the Martinez Contingent Consideration and
the contingent consideration associated with the East Coast Storage Asset
Acquisition (the "PBFX Contingent Consideration") of $93.7 million, or $68.8
million net of tax and a pre-tax change in the Tax Receivable Agreement
liability of $373.5 million, or $274.1 million net of tax. Our results for the
year ended December 31, 2020 were negatively impacted by special items
consisting of a non-cash, pre-tax LCM inventory adjustment of approximately
$268.0 million, or $196.7 million net of tax, pre-tax, debt extinguishment costs
associated with the early redemption of the 2023 Senior Notes of $22.2 million,
or $16.3 million net of tax, severance costs related to reductions in workforce
of $24.7 million, or $18.1 million net of tax, impairment expense of $98.8
million or $72.5 million net of tax, related to the write-down of certain assets
and project abandonments, early return of certain leased railcars of $12.5
million or $9.2 million net of tax, accelerated turnaround amortization costs of
$56.2 million or $41.3 million net of tax, a LIFO inventory decrement of
$83.0 million or $60.9 million net of tax, reconfiguration charges of $5.3
million or $3.9 million net of tax and $259.1 million of tax expense associated
with the remeasurement of certain deferred tax assets.

Excluding the impact of these special items, our results were positively
impacted by increases in the demand for our refined products and improved
margins for refined product, which have positively impacted our revenues, cost
of products sold and operating income. When comparing the results to the year
ended December 31, 2020, demand for our products has started to recover,
evidenced by higher throughput volumes and barrels sold at the majority of the
refineries, as well as higher refining margins. Additionally, our results for
the year ended December 31, 2021 were positively impacted by lower general and
administrative expenses when compared to prior year. During the year ended
December 31, 2020 our results were negatively impacted by higher general and
administrative expenses associated with integration costs in connection with the
Martinez Acquisition and accelerated amortization costs associated with the East
Coast Refining Reconfiguration.

Revenues- Revenues totaled $27.3 billion for the year ended December 31, 2021
compared to $15.1 billion for the year ended December 31, 2020, an increase of
approximately $12.2 billion or 80.8%. Revenues per barrel sold were $80.79 and
$49.43 for the years ended December 31, 2021 and 2020, respectively, an increase
of 63.4% directly related to higher hydrocarbon commodity prices. For the year
ended December 31, 2021, the total throughput rates at our East Coast,
Mid-Continent, Gulf Coast and West Coast refineries averaged approximately
250,900 bpd, 134,100 bpd, 163,300 bpd and 286,200 bpd, respectively. For the
year ended December 31, 2020, the total throughput rates at our East Coast,
Mid-Continent, Gulf Coast and West Coast refineries averaged approximately
263,000 bpd, 96,700 bpd, 137,700 bpd and 230,300 bpd, respectively. For the year
ended December 31, 2021, the total barrels sold at our East Coast,
Mid-Continent, Gulf Coast and West Coast refineries averaged approximately
292,500 bpd, 142,600 bpd, 170,400 bpd and 318,700 bpd, respectively. For the
year ended December 31, 2020, the total barrels sold at our East Coast,
Mid-Continent, Gulf Coast and West Coast refineries averaged approximately
296,200 bpd, 114,500 bpd, 159,700 bpd and 265,200 bpd, respectively.

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The throughput rates at our refineries were higher in the year ended
December 31, 2021 compared to the same period in 2020, with the exception of
lower rates in the East Coast as a result of the East Coast Refining
Reconfiguration, which took place in the fourth quarter of 2020. We operated our
refineries at reduced rates beginning in March 2020, and increased throughput
rates across our entire refining system to correlate with the gradual increases
in demand experienced during the year ended December 31, 2021, while still
running below historic levels. We plan on continuing to operate our refineries
at lower utilization levels until such time that sustained product demand
justifies higher production. Total refined product barrels sold were higher than
throughput rates, reflecting sales from inventory as well as sales and purchases
of refined products outside our refineries.

Consolidated Gross Margin- Consolidated gross margin totaled $887.2 million for
the year ended December 31, 2021, compared to $(1,629.7) million for the year
ended December 31, 2020, an increase of $2,516.9 million. Gross refining margin
(as described below in Non-GAAP Financial Measures) totaled $3,087.7 million, or
$10.14 per barrel of throughput, for the year ended December 31, 2021 compared
to $496.8 million, or $1.86 per barrel of throughput, for the year ended
December 31, 2020, an increase of approximately $2,590.9 million. Gross refining
margin excluding special items totaled $2,418.1 million, or $7.94 per barrel of
throughput, for the year ended December 31, 2021 compared to $860.3 million, or
$3.23 per barrel of throughput, for the year ended December 31, 2020, an
increase of $1,557.8 million.

Consolidated gross margin and gross refining margin were positively impacted by
a non-cash LCM adjustment of $669.6 million on a net basis resulting from the
increase in crude oil and refined product prices from the year ended
December 31, 2020 to the year ended December 31, 2021. Gross refining margin,
excluding the impact of special items, increased due to favorable movements in
certain crude differentials and an overall increase in throughput rates and
refining margins. For the year ended December 31, 2020, special items impacting
our margin calculations included an unfavorable non-cash LCM inventory
adjustment of approximately $268.0 million on a net basis, resulting from a
decrease in crude oil and refined product prices from the year ended December
31, 2019, a LIFO inventory decrement charge of $83.0 million mainly related to
our East Coast LIFO inventory layer and the reduction to our East Coast
inventory experienced as part of the East Coast Refining Reconfiguration, and
early return of certain leased railcars of $12.5 million.

Additionally, our results continue to be impacted by significant costs to comply with the Renewable Fuel Standard. Total Renewable Fuel Standard costs were $726.0 million for the year ended December 31, 2021 in comparison to $326.4 million for the year ended December 31, 2020.



Average industry margins were mostly favorable during the year ended
December 31, 2021 compared with the prior year, primarily due to varying timing
and extent of the impacts of the COVID-19 pandemic on regional demand and
commodity prices. For the year ended December 31, 2021, we experienced an
increase in demand for our products in connection with the lifting or easing of
restrictions by many governmental authorities and the distribution of COVID-19
vaccines and other protective measures.

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

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was
approximately $16.84 per barrel, or 84.9% higher, in the year ended December 31,
2021, as compared to $9.11 per barrel in the same period in 2020. Our margins
were positively impacted from our refinery specific slate on the East Coast by
strengthened Dated Brent/Maya differential, which increased by $1.10 per barrel,
offset by weakened WTI/Bakken differential, which decreased by $2.55 per barrel
in comparison to the same period in 2020. The WTI/WCS differential increased to
$14.19 per barrel in 2021 compared to $10.72 per barrel in 2020, which favorably
impacted our cost of heavy Canadian crude.

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Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was
$16.34 per barrel, or 159.4% higher, in the year ended December 31, 2021, as
compared to $6.30 per barrel in the prior year. Our margins were negatively
impacted from our refinery specific slate in the Mid-Continent by a decreasing
WTI/Bakken differential, which averaged a premium of $0.14 per barrel in the
year ended December 31, 2021, as compared to a discount of $2.41 per barrel in
the prior year. This decrease was slightly offset by strengthening WTI/Syncrude
differential which averaged $2.25 per barrel for the year ended December 31,
2021 as compared to $2.13 per barrel in the prior year.

On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $16.03
per barrel, or 111.2% higher, in the year ended December 31, 2021 as compared to
$7.59 per barrel in the prior year. Margins on the Gulf Coast were positively
impacted from our refinery specific slate by a strengthening WTI/LLS
differential, which averaged a premium of $1.50 per barrel for the year ended
December 31, 2021 as compared to a premium of $1.88 per barrel in the prior
year.

On the West Coast, the ANS (West Coast) 4-3-1 industry crack spread was $20.10
per barrel, or 77.9% higher, in the year ended December 31, 2021 as compared to
$11.30 per barrel in the prior year. Additionally, the ANS (West Coast) 3-2-1
industry crack spread was $20.55 per barrel, or 105.7% higher, in the year ended
December 31, 2021 as compared to $9.99 per barrel in the prior year. Our margins
on the West Coast were positively impacted from our refinery specific slate by a
strengthening WTI/ANS differential, which averaged a premium of $2.46 per barrel
for the year ended December 31, 2021 as compared to a premium of $2.95 per
barrel in the prior year.

Operating Expenses- Operating expenses totaled $2,085.9 million for the year
ended December 31, 2021 compared to $1,918.3 million for the year ended
December 31, 2020, increase of approximately $167.6 million, or 8.7%. Of the
total $2,085.9 million of operating expenses for the year ended December 31,
2021, $1,999.1 million, or $6.56 per barrel of throughput, related to expenses
incurred by the Refining segment, while the remaining $86.8 million related to
expenses incurred by the Logistics segment ($1,835.2 million or $6.89 per barrel
of throughput, and $83.1 million of operating expenses for the year ended
December 31, 2020 related to the Refining and Logistics segments, respectively).
Increases in operating expenses were mainly attributable to increases in natural
gas volumes and price across our refineries when compared to the year ended
December 31, 2020. Additionally, we experienced higher maintenance and
operational costs due to increased production when compared to the prior year.
These increases were partially offset by cost-savings realized in 2021 as a
result of the East Coast Refining Reconfiguration (East Coast operating expenses
decreased by $18.7 million when compared to 2020) as well as reductions in
discretionary activities and third-party services, which are in line with our
cost reduction initiatives taken to strengthen our financial flexibility.

General and Administrative Expenses- General and administrative expenses totaled
$247.3 million for the year ended December 31, 2021, compared to $248.5 million
for the year ended December 31, 2020, a decrease of $1.2 million or 0.5%. The
slight decrease in general and administrative expenses for the year ended
December 31, 2021 in comparison to the year ended December 31, 2020 primarily
related to reductions in outside service costs offset by increases in salaries,
wages and benefits and other fixed expenses. Our general and administrative
expenses are comprised of personnel, facilities and other infrastructure costs
necessary to support our refineries and related logistics assets.

Depreciation and Amortization Expense- Depreciation and amortization expense
totaled $466.8 million for the year ended December 31, 2021 (including $453.5
million recorded within Cost of sales) compared to $563.0 million for the year
ended December 31, 2020 (including $551.7 million recorded within Cost of
sales), a decrease of $96.2 million. The decrease was a result of reduced
depreciation and amortization expense associated with certain units temporarily
idled as a result of the East Coast Refining Reconfiguration.

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Change in Fair Value of Contingent Consideration- Change in fair value of
contingent consideration represented a loss of $32.4 million and a gain of $93.7
million for the years ended December 31, 2021 and December 31, 2020,
respectively. These losses and gains were related to the changes in estimated
fair value of the Martinez Contingent Consideration and the PBFX Contingent
Consideration, both associated with acquisition related earn-out obligations.

Impairment expense- There was no impairment expense for the year ended
December 31, 2021. Impairment expense totaled $98.8 million for the year ended
December 31, 2020, and was associated with the write-down of certain assets as a
result of the East Coast Refining Reconfiguration, other refinery wide project
abandonments and the write-down of certain PBFX long-lived assets.

Gain on Sale of Assets- There was a gain of $3.0 million for the year ended
December 31, 2021 related primarily to a third-party sale of PBFX real property.
There was a gain of $477.8 million for the year ended December 31, 2020 related
primarily to the sale of five hydrogen plants and the sale of a parcel of land
at our Torrance refinery.

Change in Tax Receivable Agreement Liability- Change in the Tax Receivable
Agreement liability for the year ended December 31, 2021, represented a loss of
$48.3 million. Change in the Tax Receivable Agreement liability for the year
ended December 31, 2020, represented a gain of $373.5 million. These losses and
gains were primarily the result of a deferred tax asset valuation allowance
recorded in accordance with ASC 740, related to the reduction of deferred tax
assets associated with the payments made or expected to be made in connection
with the Tax Receivable Agreement liability and based on future taxable income.

Change in Fair Value of Catalyst Obligations- Change in fair value of catalyst
obligations represented a gain of $8.5 million for the year ended December 31,
2021, compared to a loss of $11.8 million for the year ended December 31, 2020.
These gains and losses relate to the change in value of the precious metals
underlying the sale and leaseback of our refineries' precious metal catalysts,
which we are obligated to repurchase at fair market value upon lease
termination.

Gain (loss) on extinguishment of debt- We incurred a gain on extinguishment of debt of $79.9 million in the year ended December 31, 2021 related to the repurchase of a portion of our 2028 Senior Notes and 2025 Senior Notes. We incurred debt extinguishment costs of $22.2 million in the year ended December 31, 2020 related to the redemption of our 2023 Senior Notes.



Interest Expense, net- PBF Energy interest expense totaled $317.5 million for
the year ended December 31, 2021, compared to $258.2 million for the year ended
December 31, 2020, an increase of $59.3 million. This net increase is mainly
attributable to higher interest costs associated with the issuance of the 2025
Senior Secured Notes in May 2020 and December 2020, partially offset by lower
interest expense associated with the repurchase of a portion of the 2028 Senior
Notes and 2025 Senior Notes. Interest expense includes interest on long-term
debt including the PBFX credit facilities, costs related to the sale and
leaseback of our precious metal catalysts, financing costs associated with the
Third Inventory Intermediation Agreement with J. Aron, letter of credit fees
associated with the purchase of certain crude oils and the amortization of
deferred financing costs. PBF LLC interest expense totaled $327.8 million and
$268.5 million for the year ended December 31, 2021 and December 31, 2020,
respectively (inclusive of $10.3 million, respectively, of incremental interest
expense on the affiliate note payable with PBF Energy that eliminates in
consolidation at the PBF Energy level).

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Income Tax Expense- PBF LLC is organized as a limited liability company and PBFX
is an MLP, both of which are treated as "flow-through" entities for federal
income tax purposes and therefore are not subject to income tax. However, two
subsidiaries of Chalmette Refining and our Canadian subsidiary, PBF Energy
Limited ("PBF Ltd."), are treated as C-Corporations for income tax purposes and
may incur income taxes with respect to their earnings, as applicable. The
members of PBF LLC are required to include their proportionate share of PBF
LLC's taxable income or loss, which includes PBF LLC's allocable share of PBFX's
pre-tax income or loss, on their respective tax returns. PBF LLC generally makes
distributions to its members, per the terms of PBF LLC's amended and restated
limited liability company agreement, related to such taxes on a pro-rata basis.
PBF Energy recognizes an income tax expense or benefit in our consolidated
financial statements based on PBF Energy's allocable share of PBF LLC's pre-tax
income or loss, which was approximately 99.2% and 99.1%, on a weighted-average
basis for the years ended December 31, 2021 and 2020, respectively. PBF Energy's
Consolidated Financial Statements do not reflect any benefit or provision for
income taxes on the pre-tax income or loss attributable to the noncontrolling
interests in PBF LLC or PBFX (although, as described above, PBF LLC must make
tax distributions to all its members on a pro-rata basis). PBF Energy's
effective tax rate, including the impact of noncontrolling interests, for the
years ended December 31, 2021 and 2020 was 3.7% and 0.2%, respectively. The
effective tax rate for the year ended December 31, 2021 was significantly
impacted by the change in deferred tax valuation allowance, which resulted in a
tax benefit of $49.9 million for the year ended December 31, 2021, compared to a
charge of $358.4 million for the year ended December 31, 2020.

Noncontrolling Interest- PBF Energy is the sole managing member of, and has a
controlling interest in, PBF LLC. As the sole managing member of PBF LLC, PBF
Energy operates and controls all of the business and affairs of PBF LLC and its
subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its
subsidiaries, including PBFX. With respect to the consolidation of PBF LLC, the
Company records a noncontrolling interest for the economic interest in PBF LLC
held by members other than PBF Energy, and with respect to the consolidation of
PBFX, the Company records a noncontrolling interest for the economic interests
in PBFX held by the public unitholders of PBFX, and with respect to the
consolidation of PBF Holding, the Company records a 20% noncontrolling interest
for the ownership interests in two subsidiaries of Chalmette Refining held by a
third-party. The total noncontrolling interest on the Consolidated Statements of
Operations represents the portion of the Company's earnings or loss attributable
to the economic interests held by members of PBF LLC other than PBF Energy, by
the public common unitholders of PBFX and by the third-party stockholders of
certain of Chalmette Refining's subsidiaries. The total noncontrolling interest
on the Consolidated Balance Sheets represents the portion of the Company's net
assets attributable to the economic interests held by the members of PBF LLC
other than PBF Energy, by the public common unitholders of PBFX and by the
third-party stockholders of the two Chalmette Refining subsidiaries. PBF
Energy's weighted-average equity noncontrolling interest ownership percentage in
PBF LLC for the years ended December 31, 2021 and 2020 was approximately 0.8%
and 0.9%, respectively. The carrying amount of the noncontrolling interest on
our Consolidated Balance Sheets attributable to the noncontrolling interest is
not equal to the noncontrolling interest ownership percentage due to the effect
of income taxes and related agreements that pertain solely to PBF Energy.

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2020 Compared to 2019



Overview- PBF Energy net loss was $(1,333.3) million for the year ended
December 31, 2020 compared to net income of $375.2 million for the year ended
December 31, 2019. PBF LLC net loss was $(1,720.3) million for the year ended
December 31, 2020 compared to net income of $480.0 million for the year ended
December 31, 2019. Net loss attributable to PBF Energy stockholders was
$(1,392.4) million, or $(11.64) per diluted share, for the year ended
December 31, 2020 ($(11.64) per share on a fully-exchanged, fully-diluted basis
based on adjusted fully-converted net loss, or $(11.78) per share on a
fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss
excluding special items, as described below in Non-GAAP Financial Measures)
compared to net income attributable to PBF Energy stockholders of $319.4
million, or $2.64 per diluted share, for the year ended December 31, 2019 ($2.64
per share on a fully-exchanged, fully-diluted basis based on adjusted
fully-converted net income, or $0.90 per share on a fully-exchanged,
fully-diluted basis based on adjusted fully-converted net income excluding
special items, as described below in Non-GAAP Financial Measures). The net
income attributable to PBF Energy stockholders represents PBF Energy's equity
interest in PBF LLC's pre-tax income, less applicable income tax expense. PBF
Energy's weighted-average equity interest in PBF LLC was 99.1% and 99.0% for the
years ended December 31, 2020 and 2019, respectively.

Our results for the year ended December 31, 2020 were positively impacted by
special items consisting of a gain on the sale of hydrogen plants of $471.1
million, or $345.8 million net of tax, a pre-tax gain on the sale of land at our
Torrance refinery of $8.1 million, or $5.9 million net of tax, a change in fair
value of both the Martinez Contingent Consideration and the PBFX Contingent
Consideration of $93.7 million, or $68.8 million net of tax and a pre-tax change
in the Tax Receivable Agreement liability of $373.5 million, or $274.1 million
net of tax. Our results for the year ended December 31, 2020 were negatively
impacted by special items consisting of a non-cash, pre-tax LCM inventory
adjustment of approximately $268.0 million, or $196.7 million net of tax,
pre-tax, debt extinguishment costs associated with the early redemption of the
2023 Senior Notes of $22.2 million, or $16.3 million net of tax, severance costs
related to reductions in workforce of $24.7 million, or $18.1 million net of
tax, impairment expense of $98.8 million or $72.5 million net of tax, related to
the write-down of certain assets and project abandonments, early return of
certain leased railcars of $12.5 million or $9.2 million net of tax, accelerated
turnaround amortization costs of $56.2 million or $41.3 million net of tax, a
LIFO inventory decrement of $83.0 million or $60.9 million net of tax,
reconfiguration charges of $5.3 million or $3.9 million net of tax and $259.1
million of tax expense associated with the remeasurement of certain deferred tax
assets. Our results for the year ended December 31, 2019 were positively
impacted by special items consisting of a non-cash, pre-tax LCM inventory
adjustment of approximately $250.2 million, or $188.0 million net of tax and a
pre-tax gain on the sale of land at our Torrance refinery of $33.1 million, or
$24.9 million net of tax. The LCM inventory adjustments were recorded due to
movements in the price of crude oil and refined products in the periods
presented.

Excluding the impact of these special items, our results were negatively
impacted by the COVID-19 pandemic which caused a significant decline in the
demand for our refined products and a decrease in the prices for crude oil and
refined products, both of which negatively impacted our revenues, cost of
products sold and operating income. In addition, during the year ended
December 31, 2020 we experienced unfavorable movements in certain crude
differentials and overall lower throughput volumes and barrels sold across our
refineries, as well as lower refining margins. All our operating regions
experienced lower refining margins for the year ended December 31, 2020 compared
to the prior year. Our results for the year ended December 31, 2020 were
negatively impacted by higher general and administrative expenses associated
with integration costs associated with the Martinez Acquisition and increased
depreciation and amortization expense associated with the Martinez Acquisition
and accelerated amortization costs associated with the East Coast Refining
Reconfiguration.

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Revenues- Revenues totaled $15.1 billion for the year ended December 31, 2020
compared to $24.5 billion for the year ended December 31, 2019, a decrease of
approximately $9.4 billion, or 38.4%. Revenues per barrel sold were $49.43 and
$69.93 for the years ended December 31, 2020 and 2019, respectively, a decrease
of 29.3% directly related to lower hydrocarbon commodity prices. For the year
ended December 31, 2020, the total throughput rates at our East Coast,
Mid-Continent, Gulf Coast and West Coast refineries averaged approximately
263,000 bpd, 96,700 bpd, 137,700 bpd and 230,300 bpd, respectively. For the year
ended December 31, 2019, the total throughput rates at our East Coast,
Mid-Continent, Gulf Coast and West Coast refineries averaged approximately
336,400 bpd, 153,000 bpd, 177,900 bpd and 155,800 bpd, respectively. For the
year ended December 31, 2020, the total barrels sold at our East Coast,
Mid-Continent, Gulf Coast and West Coast refineries averaged approximately
296,200 bpd, 114,500 bpd, 159,700 bpd and 265,200 bpd, respectively. For the
year ended December 31, 2019, the total barrels sold at our East Coast,
Mid-Continent, Gulf Coast and West Coast refineries averaged approximately
382,500 bpd, 163,900 bpd, 225,300 bpd and 188,600 bpd, respectively.

The throughput rates at our refineries were lower in the year ended December 31,
2020 compared to the same period in 2019. Our Martinez refinery was not acquired
until the first quarter of 2020 and is therefore not included in 2019 West Coast
throughput. We operated our refineries at reduced rates beginning in March 2020,
and, based on market conditions, we continued to operate our refineries at lower
utilization. Total refined product barrels sold were higher than throughput
rates, reflecting sales from inventory, as well as sales and purchases of
refined products outside our refineries.

Consolidated Gross Margin- Consolidated gross margin totaled $(1,629.7) million
for the year ended December 31, 2020, compared to $913.1 million for the year
ended December 31, 2019, a decrease of $2,542.8 million. Gross refining margin
(as described below in Non-GAAP Financial Measures) totaled $496.8 million, or
$1.86 per barrel of throughput, for the year ended December 31, 2020 compared to
$2,801.2 million, or $9.34 per barrel of throughput, for the year ended
December 31, 2019, a decrease of approximately $2,304.4 million. Gross refining
margin excluding special items totaled $860.3 million, or $3.23 per barrel of
throughput for the year ended December 31, 2020 compared to $2,551.0 million or
$8.51 per barrel of throughput, for the year ended December 31, 2019, a decrease
of $1,690.7 million.

Consolidated gross margin and gross refining margin were negatively impacted in
the year ended December 31, 2020 by a non-cash LCM inventory adjustment of
approximately $268.0 million on a net basis, resulting from the decrease in
crude oil and refined product prices from the year ended 2019, a LIFO inventory
decrement charge of $83.0 million mainly related to our East Coast LIFO
inventory layer and the reduction to our East Coast inventory experienced as
part of the East Coast Refining Reconfiguration, and early return of certain
leased railcars of $12.5 million. Gross refining margin, excluding the impact of
special items, decreased due to unfavorable movements in certain crude
differentials and an overall decrease in throughput rates. For the year ended
December 31, 2019, special items impacting our margin calculations included a
favorable non-cash LCM inventory adjustment of approximately $250.2 million on a
net basis, resulting from an increase in crude oil and refined product prices
from the year ended December 31, 2018.

Additionally, our results continue to be impacted by significant costs to comply with the Renewable Fuel Standard. Total Renewable Fuel Standard costs were $326.4 million for the year ended December 31, 2020 in comparison to $122.7 million for the year ended December 31, 2019.



Average industry margins were mixed during the year ended December 31, 2020
compared with the year ended 2019, primarily due to the impacts of the COVID-19
pandemic on regional demand and commodity prices in 2020, in addition to impacts
related to 2019 planned turnarounds, all of which were completed in the first
half of 2019.

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.

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On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was
approximately $9.11 per barrel, or 28.2% lower, in the year ended December 31,
2020, as compared to $12.68 per barrel in the same period in 2019. Our margins
were negatively impacted from our refinery specific slate on the East Coast by
weakened Dated Brent/Maya differential, which decreased by $1.39 per barrel, in
comparison to the same period in 2019. Additionally, WTI/WCS differential
decreased to $10.72 per barrel in 2020 compared to $13.61 per barrel in 2019,
which unfavorably impacted our cost of heavy Canadian crude. The WTI/Bakken
differentials increased by $1.75 per barrel when compared to 2019.

Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was
$6.30 per barrel, or 58.7% lower, in the year ended December 31, 2020, as
compared to $15.25 per barrel in 2019. Our margins were positively impacted from
our refinery specific slate in the Mid-Continent by an increasing WTI/Bakken
differential, which averaged $2.41 per barrel in the year ended December 31,
2020, as compared to $0.66 per barrel in 2019. Additionally, the WTI/Syncrude
differential averaged $2.13 per barrel for the year ended December 31, 2020 as
compared to $0.18 per barrel in 2019.

On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $7.59
per barrel, or 38.9% lower, in the year ended December 31, 2020 as compared to
$12.43 per barrel in 2019. Margins on the Gulf Coast were positively impacted
from our refinery specific slate by a strengthening WTI/LLS differential, which
averaged a premium of $1.88 per barrel for the year ended December 31, 2020 as
compared to a premium of $5.64 per barrel in 2019.

On the West Coast, the ANS (West Coast) 4-3-1 industry crack spread was $11.30
per barrel, or 38.8% lower, in the year ended December 31, 2020 as compared to
$18.46 per barrel in 2019. Additionally, margins on the West Coast were
positively impacted from our refinery specific slate by a strengthening WTI/ANS
differential, which averaged a premium of $2.95 per barrel for the year ended
December 31, 2020 as compared to a premium of $7.97 per barrel in 2019.

Operating Expenses- Operating expenses totaled $1,918.3 million for the year
ended December 31, 2020 compared to $1,782.3 million for the year ended
December 31, 2019, an increase of approximately $136.0 million, or 7.6%. Of the
total $1,918.3 million of operating expenses for the year ended December 31,
2020, $1,835.2 million, or $6.89 per barrel of throughput, related to expenses
incurred by the Refining segment, while the remaining $83.1 million related to
expenses incurred by the Logistics segment ($1,684.3 million or $5.61 per barrel
of throughput, and $98.0 million of operating expenses for the year ended
December 31, 2019 related to the Refining and Logistics segments, respectively).
Increases in operating expenses were due to costs associated with the Martinez
refinery and related logistics assets which totaled approximately $356.1 million
for the year ended December 31, 2020. Total operating expenses for the year
ended December 31, 2020 excluding our Martinez refinery, decreased due to our
cost reduction initiatives taken to strengthen our financial flexibility and
offset the negative impact of COVID-19, such as significant reductions in
discretionary activities and third-party services. Operating expenses related to
our Logistics segment decreased as a result of lower discretionary spending,
including maintenance and outside service costs, in response to the COVID-19
pandemic, as well as lower environmental clean-up remediation costs and lower
utility expenses due to reduced energy usage.

General and Administrative Expenses- General and administrative expenses totaled
$248.5 million for the year ended December 31, 2020, compared to $284.0 million
for the year ended December 31, 2019, a decrease of $35.5 million or 12.5%. The
decrease in general and administrative expenses for the year ended December 31,
2020 in comparison to the year ended December 31, 2019 primarily related to
reduction in our workforce as a result of the East Coast Refining
Reconfiguration and reduction in overhead expenses through temporary salary
reductions for a large portion of our workforce. These cost decreases were
offset by headcount reduction severance costs across the refineries as well as
integration costs pertaining to the Martinez Acquisition. Our general and
administrative expenses are comprised of personnel, facilities and other
infrastructure costs necessary to support our refineries and related logistics
assets.

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Gain on Sale of Assets- There was a gain of $477.8 million for the year ended
December 31, 2020 related primarily to the sale of five hydrogen plants and the
sale of a parcel of land at our Torrance refinery. There was a gain on sale of
assets of $29.9 million for the year ended December 31, 2019, primarily
attributable to the sale of a parcel of land at our Torrance refinery.

Depreciation and Amortization Expense- Depreciation and amortization expense
totaled $563.0 million for the year ended December 31, 2020 (including $551.7
million recorded within Cost of sales) compared to $436.1 million for the year
ended December 31, 2019 (including $425.3 million recorded within Cost of
sales), an increase of $126.9 million. The increase was a result of additional
depreciation expense associated with the assets acquired in the Martinez
Acquisition and a general increase in our fixed asset base due to capital
projects and turnarounds completed since the third quarter of 2019.
Additionally, amortization expense recorded in 2020 includes $56.2 million of
accelerated unamortized deferred turnaround costs associated with assets that
were idled as part of the East Coast Refining Reconfiguration.

Change in Fair Value of Contingent Consideration- Change in fair value of
contingent consideration represented a gain of $93.7 million and $0.8 million
for the years ended December 31, 2020 and December 31, 2019, respectively. This
change represented the decrease in the estimated fair value of the Martinez
Contingent Consideration and the PBFX Contingent Consideration, both associated
with acquisition related earn-out obligations.

Change in Fair Value of Catalyst Obligations- Change in fair value of catalyst
obligations represented a loss of $11.8 million for the year ended December 31,
2020, compared to a loss of $9.7 million for the year ended December 31, 2019.
These losses related to the change in value of the precious metals underlying
the sale and leaseback of our refineries' precious metal catalysts, which we are
obligated to repurchase at fair market value on the catalyst financing
arrangement termination dates.

Impairment expense- Impairment expense totaled $98.8 million for the year ended
December 31, 2020, and was associated with the write-down of certain assets as a
result of the East Coast Refining Reconfiguration, other refinery wide project
abandonments and the write-down of certain PBFX long-lived assets. There was no
such expense recorded in the year ended December 31, 2019.

Change in Tax Receivable Agreement Liability- Change in Tax Receivable Agreement
liability for the year ended December 31, 2020, represented a gain of $373.5
million. This gain was primarily the result of a deferred tax asset valuation
allowance recorded in accordance with ASC 740, related to the reduction of
deferred tax assets associated with the payments made or expected to be made in
connection with the Tax Receivable Agreement liability and based on future
taxable income. There was no change in the Tax Receivable Agreement liability
for the year ended December 31, 2019.

Debt Extinguishment Costs- Debt extinguishment costs of $22.2 million incurred
in the year ended December 31, 2020 relate to the early redemption of our 2023
Senior Notes. There were no such costs in the same period of 2019.

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Interest Expense, net- PBF Energy interest expense totaled $258.2 million for
the year ended December 31, 2020, compared to $159.6 million for the year ended
December 31, 2019, an increase of $98.6 million. This net increase is mainly
attributable to higher interest costs associated with the issuance of the 2028
Senior Notes in January 2020, the issuance of the 2025 Senior Secured Notes in
May 2020 and December 2020, as well as higher outstanding borrowings on our
Revolving Credit Facility. Interest expense included interest on long-term debt
including the PBFX credit facilities, costs related to the sale and leaseback of
our precious metal catalysts, financing costs associated with the previous
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. PBF LLC interest expense totaled $268.5 million and
$169.1 million for the year ended December 31, 2020 and December 31, 2019,
respectively (inclusive of $10.3 million and $9.5 million, respectively, of
incremental interest expense on the affiliate note payable with PBF Energy that
eliminates in consolidation at the PBF Energy level).

Income Tax Expense- PBF LLC is organized as a limited liability company and PBFX
is an MLP, both of which are treated as "flow-through" entities for federal
income tax purposes and therefore are not subject to income tax. However, two
subsidiaries of Chalmette Refining and PBF Ltd., are treated as C-Corporations
for income tax purposes and may incur income taxes with respect to their
earnings, as applicable. The members of PBF LLC are required to include their
proportionate share of PBF LLC's taxable income or loss, which includes PBF
LLC's allocable share of PBFX's pre-tax income or loss, on their respective tax
returns. PBF LLC generally makes distributions to its members, per the terms of
PBF LLC's amended and restated limited liability company agreement, related to
such taxes on a pro-rata basis. PBF Energy recognizes an income tax expense or
benefit in our consolidated financial statements based on PBF Energy's allocable
share of PBF LLC's pre-tax income or loss, which was approximately 99.1% and
99.0%, on a weighted-average basis for the years ended December 31, 2020 and
2019, respectively. PBF Energy's Consolidated Financial Statements do not
reflect any benefit or provision for income taxes on the pre-tax income or loss
attributable to the noncontrolling interests in PBF LLC or PBFX (although, as
described above, PBF LLC must make tax distributions to all its members on a
pro-rata basis). PBF Energy's effective tax rate, including the impact of
noncontrolling interest, for the years ended December 31, 2020 and 2019 was 0.2%
and 21.8%, respectively. The effective tax rate for the year ended December 31,
2020 was significantly impacted by the recording of a $358.4 million deferred
tax asset valuation allowance.

Noncontrolling Interest- PBF Energy is the sole managing member of, and has a
controlling interest in, PBF LLC. As the sole managing member of PBF LLC, PBF
Energy operates and controls all of the business and affairs of PBF LLC and its
subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its
subsidiaries, including PBFX. With respect to the consolidation of PBF LLC, the
Company records a noncontrolling interest for the economic interest in PBF LLC
held by members other than PBF Energy, and with respect to the consolidation of
PBFX, the Company records a noncontrolling interest for the economic interests
in PBFX held by the public unitholders of PBFX, and with respect to the
consolidation of PBF Holding, the Company records a 20% noncontrolling interest
for the ownership interests in two subsidiaries of Chalmette Refining held by a
third-party. The total noncontrolling interest on the Consolidated Statements of
Operations represents the portion of the Company's earnings or loss attributable
to the economic interests held by members of PBF LLC other than PBF Energy, by
the public common unitholders of PBFX and by the third-party stockholders of
certain of Chalmette Refining's subsidiaries. The total noncontrolling interest
on the Consolidated Balance Sheets represents the portion of the Company's net
assets attributable to the economic interests held by the members of PBF LLC
other than PBF Energy, by the public common unitholders of PBFX and by the
third-party stockholders of the two Chalmette Refining subsidiaries. PBF
Energy's weighted-average equity noncontrolling interest ownership percentage in
PBF LLC for the years ended December 31, 2020 and 2019 was approximately 0.9%
and 1.0%, respectively. The carrying amount of the noncontrolling interest on
our Consolidated Balance Sheets attributable to the noncontrolling interest is
not equal to the noncontrolling interest ownership percentage due to the effect
of income taxes and related agreements that pertain solely to PBF Energy.

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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. Such Non-GAAP financial
measures are presented only in the context of PBF Energy's results and are not
presented or discussed in respect to PBF LLC.

Special Items



The Non-GAAP measures presented include Adjusted Fully-Converted Net Income
(Loss) excluding special items, EBITDA excluding special items and gross
refining margin excluding special items. Special items for the periods presented
relate to LCM inventory adjustments, changes in fair value of contingent
consideration, changes in the Tax Receivable Agreement liability, (gain) loss on
extinguishment of debt, gain on sale of hydrogen plants, severance and
reconfiguration costs, impairment expense, net tax (benefit) expense on
remeasurement of deferred tax assets, gains on land sales, charges associated
with the early return of certain leased railcars, turnaround acceleration costs,
and a LIFO inventory decrement. See "Notes to Non-GAAP Financial Measures" below
for more details on all special items disclosed. 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.

Adjusted Fully-Converted Net Income (Loss) and Adjusted Fully-Converted Net Income (Loss) Excluding Special Items

PBF Energy utilizes results presented on an Adjusted Fully-Converted basis that
reflects an assumed exchange of all PBF LLC Series A Units for shares of PBF
Energy Class A common stock. In addition, we present results on an Adjusted
Fully-Converted basis excluding special items as described above. We believe
that these Adjusted Fully-Converted measures, when presented in conjunction with
comparable GAAP measures, are useful to investors to compare PBF Energy results
across different periods and to facilitate an understanding of our operating
results.

Neither Adjusted Fully-Converted Net Income (Loss) nor Adjusted Fully-Converted
Net Income (Loss) excluding special items should be considered an alternative to
net income (loss) presented in accordance with GAAP. Adjusted Fully-Converted
Net Income (Loss) and Adjusted Fully-Converted Net Income (Loss) excluding
special items presented by other companies may not be comparable to our
presentation, since each company may define these terms differently. The
differences between Adjusted Fully-Converted and GAAP results are as follows:

1. Assumed exchange of all PBF LLC Series A Units for shares of PBF Energy Class A

common stock. As a result of the assumed exchange of all PBF LLC Series A Units, the

noncontrolling interest related to these units is converted to controlling interest.

Management believes that it is useful to provide the per-share effect associated

with the assumed exchange of all PBF LLC Series A Units.

2. Income Taxes. Prior to PBF Energy's IPO, PBF Energy was organized as a limited

liability company treated as a "flow-through" entity for income tax purposes, and

even after PBF Energy's IPO, not all of its earnings are subject to corporate-level

income taxes. Adjustments have been made to the Adjusted Fully-Converted tax

provisions and earnings to assume that PBF Energy had adopted its post-IPO corporate

tax structure for all periods presented and is taxed as a C-corporation in the U.S.

at the prevailing corporate rates. These assumptions are consistent with the

assumption in clause 1 above that all PBF LLC Series A Units are exchanged for

shares of PBF Energy Class A common stock, as the assumed exchange would change the

amount of PBF Energy's earnings that are subject to corporate income tax.


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The following table reconciles PBF Energy's Adjusted Fully-Converted results with its results presented in accordance with GAAP for the years ended December 31, 2021, 2020 and 2019 (in millions, except share and per share amounts):


                                                                                        Year Ended December 31,
                                                                           2021                   2020                   2019

Net income (loss) attributable to PBF Energy Inc. stockholders $

231.0 $ (1,392.4) $ 319.4 Less: Income allocated to participating securities

                               -                    0.1                    0.5

Income (loss) available to PBF Energy Inc. stockholders - basic

                                                                        231.0               (1,392.5)                 318.9

Add: Net income (loss) attributable to noncontrolling interests(1)

                                                                   2.4                  (17.1)                   4.3
Less: Income tax (expense) benefit (2)                                        (0.6)                   4.6                   (1.0)
Adjusted fully-converted net income (loss)                           $      

232.8 $ (1,405.0) $ 322.2 Special Items:(3) Add: Non-cash LCM inventory adjustment

                                      (669.6)                 268.0                 (250.2)
Add: Change in fair value of contingent consideration                         32.4                  (93.7)                     -
Add: Gain on sale of hydrogen plants                                             -                 (471.1)                     -
Add: Gain on land sales                                                       (2.8)                  (8.1)                 (33.1)
Add: Impairment expense                                                          -                   98.8                      -
Add: LIFO inventory decrement                                                    -                   83.0                      -
Add: Turnaround acceleration costs                                               -                   56.2                      -
Add: Severance and reconfiguration costs                                         -                   30.0                      -
Add: Early railcar return expense                                                -                   12.5                      -
Add: (Gain) loss on extinguishment of debt                                   (79.9)                  22.2                      -
Add: Change in Tax Receivable Agreement liability                             48.3                 (373.5)                     -

Add: Net tax (benefit) expense on remeasurement of deferred tax assets

                                                                   (37.4)                 259.1                      -
Less: Recomputed income tax on special items                                 173.9                   99.9                   70.4

Adjusted fully-converted net income (loss) excluding special items

                                                                $      

(302.3) $ (1,421.7) $ 109.3



Weighted-average shares outstanding of PBF Energy Inc.                 120,240,009            119,617,998            119,887,646
Conversion of PBF LLC Series A Units (4)                                   988,730              1,042,667              1,207,581
Common stock equivalents (5)                                             1,409,415                      -                758,072

Fully-converted shares outstanding-diluted                             122,638,154            120,660,665            121,853,299

Diluted net income (loss) per share                                  $      

1.90 $ (11.64) $ 2.64 Adjusted fully-converted net income (loss) per fully exchanged, fully diluted shares outstanding (5)

                      $      

1.90 $ (11.64) $ 2.64 Adjusted fully-converted net income (loss) excluding special items per fully exchanged, fully diluted shares outstanding $


 (2.50)         $      (11.78)         $        0.90


----------

See Notes to Non-GAAP Financial Measures.


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Gross Refining Margin and Gross Refining Margin Excluding Special Items



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

Neither gross refining margin nor gross refining margin excluding special items
should be considered an alternative to consolidated gross margin, income from
operations, net cash flows from operating activities or any other measure of
financial performance or liquidity presented in accordance with GAAP. Gross
refining margin and gross refining margin excluding special items presented by
other companies may not be comparable to our presentation, since each company
may define these terms differently. The following table presents our GAAP
calculation of gross margin and a reconciliation of gross refining margin to the
most directly comparable GAAP financial measure, consolidated gross margin, on a
historical basis, as applicable, for each of the periods indicated (in millions,
except per barrel amounts):

                                                                                 Year Ended December 31,
                                                      2021                                 2020                                 2019
                                                        per barrel of                        per barrel of                        per barrel of
                                               $          throughput                $          throughput                $          throughput
Calculation of consolidated gross
margin:
Revenues                                 $ 27,253.4    $       89.46          $ 15,115.9    $       56.76          $ 24,508.2    $       81.58
Less: Cost of sales                        26,366.2            86.55            16,745.6            62.88            23,595.1            78.54
Consolidated gross margin                $    887.2    $        2.91          $ (1,629.7)   $       (6.12)         $    913.1    $        3.04
Reconciliation of consolidated
gross margin to gross refining
margin:
Consolidated gross margin                $    887.2    $        2.91

$ (1,629.7) $ (6.12) $ 913.1 $ 3.04 Add: PBFX operating expense

                   103.4             0.35                99.9             0.38               118.7             0.40
Add: PBFX depreciation expense                 37.8             0.13                53.7             0.19                38.6             0.13
Less: Revenues of PBFX                       (355.5)           (1.17)             (360.3)           (1.35)             (340.2)           (1.13)
Add: Refinery operating expense             1,999.1             6.56             1,835.2             6.89             1,684.3             5.61
Add: Refinery depreciation expense            415.7             1.36               498.0             1.87               386.7             1.29
Gross refining margin                    $  3,087.7    $       10.14          $    496.8    $        1.86          $  2,801.2    $        9.34
Special Items: (3)
Add: Non-cash LCM inventory
adjustment                                   (669.6)           (2.20)              268.0             1.01              (250.2)           (0.83)
Add: LIFO inventory decrement                     -                -                83.0             0.31                   -                -
Add: Early railcar return expense                 -                -                12.5             0.05                   -                -
Gross refining margin excluding
special items                            $  2,418.1    $        7.94          $    860.3    $        3.23          $  2,551.0    $        8.51


----------

See Notes to Non-GAAP Financial Measures.


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EBITDA, EBITDA Excluding Special Items and Adjusted EBITDA



Our management uses EBITDA (earnings before interest, income taxes, depreciation
and amortization), EBITDA excluding special items and Adjusted EBITDA as
measures of operating performance to assist in comparing performance from period
to period on a consistent basis and to readily view operating trends, as a
measure for planning and forecasting overall expectations and for evaluating
actual results against such expectations, and in communications with our Board
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, EBITDA excluding special items and Adjusted EBITDA are not presentations
made in accordance with GAAP and our computation of EBITDA, EBITDA excluding
special items and Adjusted EBITDA may vary from others in our industry. In
addition, Adjusted EBITDA contains some, but not all, adjustments that are taken
into account in the calculation of the components of various covenants in the
agreements governing our senior notes and other credit facilities. EBITDA,
EBITDA excluding special items and Adjusted EBITDA should not be considered as
alternatives to income from operations or net income as measures of operating
performance. In addition, EBITDA, EBITDA excluding special items and Adjusted
EBITDA are not presented as, and should not be considered, an alternative to
cash flows from operations as a measure of liquidity. Adjusted EBITDA is defined
as EBITDA before adjustments for items such as stock-based compensation expense,
the non-cash change in the fair value of catalyst obligations, gain on sale of
hydrogen plants, the write down of inventory to the LCM, changes in the Tax
Receivable Agreement liability due to factors out of PBF Energy's control such
as changes in tax rates, (gain) loss on extinguishment of debt related to
refinancing activities, change in the fair value of contingent consideration and
certain other non-cash items. Other companies, including other companies in our
industry, may calculate EBITDA, EBITDA excluding special items and Adjusted
EBITDA differently than we do, limiting their usefulness as comparative
measures. EBITDA, EBITDA excluding special items and Adjusted EBITDA also have
limitations as analytical tools and should not be considered in isolation, or as
a substitute for analysis of our results as reported under GAAP. Some of these
limitations include that EBITDA, EBITDA excluding special items and Adjusted
EBITDA:

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

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

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

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

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

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


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


                                                                           Year Ended December 31,
                                                                 2021               2020                2019

Reconciliation of net income (loss) to EBITDA and EBITDA excluding special items: Net income (loss)

$   315.5          $ (1,333.3)         $   375.2
Add: Depreciation and amortization expense                       466.8               563.0              436.1
Add: Interest expense, net                                       317.5               258.2              159.6
Add: Income tax expense                                           12.1                 2.1              104.3
EBITDA                                                       $ 1,111.9

$ (510.0) $ 1,075.2


 Special Items: (3)
Add: Non-cash LCM inventory adjustment                          (669.6)              268.0             (250.2)
Add: Change in fair value of contingent consideration             32.4               (93.7)                 -
Add: Gain on sale of hydrogen plants                                 -              (471.1)                 -
Add: Gain on land sales                                           (2.8)               (8.1)             (33.1)
Add: Impairment expense                                              -                98.8                  -
Add: LIFO inventory decrement                                        -                83.0                  -
Add: Severance and reconfiguration costs                             -                30.0                  -
Add: Early railcar return expense                                    -                12.5                  -
Add: (Gain) loss on extinguishment of debt                       (79.9)               22.2                  -
Add: Change in Tax Receivable Agreement liability                 48.3              (373.5)                 -

EBITDA excluding special items                               $   440.3

$ (941.9) $ 791.9



Reconciliation of EBITDA to Adjusted EBITDA:
EBITDA                                                       $ 1,111.9          $   (510.0)         $ 1,075.2
Add: Stock based compensation                                     35.6                34.2               37.3
Add: Change in fair value of catalyst obligations                 (8.5)               11.8                9.7
Add: Non-cash LCM inventory adjustment (3)                      (669.6)              268.0             (250.2)

Add: Change in fair value of contingent consideration (3) 32.4

          (93.7)                 -
Add: Gain on sale of hydrogen plants (3)                             -              (471.1)                 -
Add: Gain on land sales (3)                                       (2.8)               (8.1)             (33.1)
Add: Impairment expense (3)                                          -                98.8                  -
Add: LIFO inventory decrement (3)                                    -                83.0                  -
Add: Severance and reconfiguration costs (3)                         -                30.0                  -
Add: Early railcar return expense (3)                                -                12.5                  -
Add: (Gain) loss on extinguishment of debt (3)                   (79.9)               22.2                  -
Add: Change in Tax Receivable Agreement liability (3)             48.3              (373.5)                 -

Adjusted EBITDA                                              $   467.4          $   (895.9)         $   838.9


----------

See Notes to Non-GAAP Financial Measures.


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Notes to Non-GAAP Financial Measures

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

(1) Represents the elimination of the noncontrolling interest associated with the ownership by the members of PBF LLC other than PBF Energy, as if such members had fully exchanged their PBF LLC Series A Units for shares of PBF Energy Class A common stock.



(2)  Represents an adjustment to reflect PBF Energy's annualized statutory
corporate tax rate of approximately 25.9%, 26.6% and 24.9% for the 2021, 2020
and 2019 periods, respectively, applied to the net income (loss) attributable to
noncontrolling interest for all periods presented. The adjustment assumes the
full exchange of existing PBF LLC Series A Units as described in (1) above.

(3) Special items:



     LCM inventory adjustment - LCM is a GAAP requirement related to inventory
valuation that mandates inventory to be stated at the lower of cost or market.
Our inventories are stated at the lower of cost or market. Cost is determined
using the LIFO inventory valuation methodology, in which the most recently
incurred costs are charged to cost of sales and inventories are valued at base
layer acquisition costs. Market is determined based on an assessment of the
current estimated replacement cost and net realizable selling price of the
inventory. In periods where the market price of our inventory declines
substantially, cost values of inventory may exceed market values. In such
instances, we record an adjustment to write down the value of inventory to
market value in accordance with GAAP. In subsequent periods, the value of
inventory is reassessed and an LCM inventory adjustment is recorded to reflect
the net change in the LCM inventory reserve between the prior period and the
current period. The net impact of these LCM inventory adjustments are included
in the Refining segment's income from operations, but are excluded from the
operating results presented, as applicable, in order to make such information
comparable between periods.

  The following table includes the LCM inventory reserve as of each date
presented (in millions):

                 2021         2020         2019
January 1,     $ 669.6      $ 401.6      $ 651.8

December 31,         -        669.6        401.6




  The following table includes the corresponding impact of changes in the LCM
inventory reserve on income (loss) from operations and net income (loss) for the
periods presented (in millions):

                                                               Year Ended 

December 31,


                                                   2021                  2020                  2019
Net LCM inventory adjustment benefit
(charge) in income (loss) from operations    $       669.6          $     (268.0)         $      250.2
Net LCM inventory adjustment benefit
(charge) in net income (loss)                        496.2                (196.7)                188.0



Change in fair value of contingent consideration - During the year ended
December 31, 2021, we recorded a change in fair value of the contingent
consideration related to both the Martinez Contingent Consideration and the PBFX
Contingent Consideration, which decreased income from operations and net income
by $32.4 million and $24.0 million, respectively. During the year ended
December 31, 2020, we recorded a change in fair value of the contingent
consideration related to the Martinez Contingent Consideration and the PBFX
Contingent Consideration which increased income from operations and net income
by $93.7 million and $68.8 million, respectively. Change in fair value of
contingent consideration during the year ended December 31, 2019 was not
significant.
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Gain on Sale of Hydrogen Plants - During the year ended December 31, 2020, we
recorded a gain on the sale of five hydrogen plants. The gain increased income
from operations and net income by $471.1 million and $345.8 million,
respectively. There were no such gains in the years ended December 31, 2021 and
December 31, 2019.

Gain on land sales - During the year ended December 31, 2021, we recorded a gain
on sale of PBFX real-property at the East Coast Terminals, which increased
income from operations and net income by $2.8 million and $2.1 million,
respectively. During the years ended December 31, 2020 and December 31, 2019, we
recorded gains on the sale of two separate parcels of real property acquired as
part of the Torrance refinery, but not part of the refinery itself. The gain on
sale increased income from operations and net income by $8.1 million and $5.9
million, respectively, during the year ended December 31, 2020. The gain on sale
increased income from operations and net income by $33.1 million and
$24.9 million, respectively, during the year ended December 31, 2019.

Impairment expense - During the year ended December 31, 2020, we recorded an
impairment charge which decreased income from operations and net income by $98.8
million and $72.5 million, respectively, resulting from the write-down of
certain assets as a result of the East Coast Refining Reconfiguration, project
abandonments and the write-down of certain PBFX long-lived assets. There were no
such impairment charges during the years ended December 31, 2021 and
December 31, 2019.

LIFO inventory decrement - As part of our overall reduction in throughput in
2020 and our reduction in inventory volume as of December 31, 2020, the Company
recorded a pre-tax charge to cost of products and other related to a LIFO
inventory layer decrement. The majority of the decrement related to our East
Coast LIFO inventory layer and the reduction to our East Coast inventory
experienced as part of the East Coast Refining Reconfiguration. These charges
decreased income from operations and net income by $83.0 million and
$60.9 million, respectively, for the year ended December 31, 2020. Decrements
recorded in the years ended December 31, 2021 and December 31, 2019 were not
significant.

Turnaround acceleration costs - During the year ended December 31, 2020, we
accelerated the recognition of turnaround amortization associated with units
that were temporarily idled as part of the East Coast Refining Reconfiguration.
These costs decreased income from operations and net income by $56.2 million and
$41.3 million, respectively. There were no such costs in the years ended
December 31, 2021 and December 31, 2019.

Severance and reconfiguration costs - During the year ended December 31, 2020,
we recorded severance charges related to reductions in our workforce. These
charges decreased income from operations and net income by $24.7 million and
$18.1 million, respectively. There were no such costs in the years ended
December 31, 2021 and December 31, 2019. During the year ended December 31,
2020, we recorded reconfiguration charges related to the temporary idling of
certain assets as part of our East Coast Refining System. These charges
decreased income from operations and net income by $5.3 million and
$3.9 million, respectively. There were no such costs in the years ended
December 31, 2021 and December 31, 2019.

Early return of railcars - During the year ended December 31, 2020, we
recognized certain expenses within Cost of sales associated with the voluntary
early return of certain leased railcars. These charges decreased income from
operations and net income by $12.5 million and $9.2 million, respectively,
during the year ended December 31, 2020. There were no such expenses recorded in
the years ended December 31, 2021 and December 31, 2019.

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(Gain) Loss on Extinguishment of debt - During the year ended December 31, 2021,
we recorded a pre-tax gain on extinguishment of debt related to the repurchase
of a portion of the 2028 Senior Notes and the 2025 Senior Notes, which increased
income before income taxes and net income by $79.9 million and $59.2 million,
respectively. During the year ended December 31, 2020, we recorded pre-tax debt
extinguishment costs related to the redemption of the 2023 Senior Notes which
decreased income before income taxes and net income by $22.2 million and $16.3
million, respectively. There were no such gains or losses in the year ended
December 31, 2019.

Change in Tax Receivable Agreement liability - During the year ended
December 31, 2021, PBF Energy recorded a change in the Tax Receivable Agreement
liability that decreased income before income taxes and net income by $48.3
million and $35.8 million, respectively. During the year ended December 31,
2020, PBF Energy recorded a change in the Tax Receivable Agreement liability
that increased income before taxes and net income by $373.5 million and
$274.1 million, respectively. There was no such change during the year ended
December 31, 2019. The changes in the Tax Receivable Agreement liability reflect
charges or benefits attributable to changes in PBF Energy's obligation under the
Tax Receivable Agreement due to factors out of our control such as changes in
tax rates, as well as periodic adjustments to our liability based, in part, on
an updated estimate of the amounts that we expect to pay, using assumptions
consistent with those used in our concurrent estimate of the deferred tax asset
valuation allowance.

Recomputed income tax on special items - The income tax impact on special items,
other than the net tax expense special item discussed below, is calculated using
the tax rates shown in (2) above.

Net tax (benefit) expense on remeasurement of deferred tax assets - During the
year ended December 31, 2021, we recorded a deferred tax valuation allowance of
$308.5 million in accordance with ASC 740 (a decrease of $49.9 million when
compared to December 31, 2020, which includes a tax benefit of approximately
$12.5 million related to our net change in the Tax Receivable Agreement
liability and a net tax benefit of $37.4 million related primarily to the
remeasurement of deferred tax assets). During the year ended December 31, 2020,
we recorded a deferred tax valuation allowance of $358.4 million. This amount
includes tax expense of approximately $99.3 million related to our net change in
the Tax Receivable Agreement liability or a net tax expense of $259.1
million related primarily to the remeasurement of deferred tax assets. There was
no such expense in the year ended December 31, 2019.

(4)   Represents an adjustment to weighted-average diluted shares outstanding to
assume the full exchange of existing PBF LLC Series A Units as described in (1)
above.

(5)  Represents weighted-average diluted shares outstanding assuming the
conversion of all common stock equivalents, including options and warrants for
PBF LLC Series A Units and performance share units and options for shares of PBF
Energy Class A common stock as calculated under the treasury stock method (to
the extent the impact of such exchange would not be anti-dilutive) for the years
ended December 31, 2021, 2020 and 2019, respectively. Common stock equivalents
exclude the effects of performance share units and options and warrants to
purchase 12,568,275, 14,446,894 and 6,765,526 shares of PBF Energy Class A
common stock and PBF LLC Series A Units because they are anti-dilutive for the
years ended December 31, 2021, 2020 and 2019, respectively. For periods showing
a net loss, all common stock equivalents and unvested restricted stock are
considered anti-dilutive.

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Liquidity and Capital Resources

Overview



Our primary sources of liquidity are our cash flows from operations, cash and
cash equivalents and borrowing availability under our credit facilities, as
described below. Starting in the first quarter of 2020, the COVID-19 pandemic
and the related worldwide economic slowdown, including travel restrictions and
stay-at-home orders, resulted in a significant decrease in the demand for and
market prices of our products, which in turn negatively impacted our results of
operations and overall liquidity. In 2021, demand for refined products started
to recover following the lifting or easing of these restrictions by many
governmental authorities and the distribution of COVID-19 vaccines and other
protective measures. We continue to be focused on assessing and adapting to the
challenging operating environment and evaluating our strategic measures to
improve liquidity and strengthen our balance sheet. Our response to the current
economic environment and its impact on our liquidity is more fully described in
the "Liquidity" section below.

Cash Flow Analysis

Cash Flows from Operating Activities



Net cash provided by operating activities was $477.3 million for the year ended
December 31, 2021 compared to net cash used in operating activities of $631.6
million for the year ended December 31, 2020. Our overall increase in cash
provided by operating activities was primarily driven by accrued expenses due to
an increase in renewable energy credit and emissions obligations, as a result of
an increase in our unfunded RINs obligation as of December 31, 2021. Our
operating cash flows for the year ended December 31, 2021 included our net
income of $315.5 million, depreciation and amortization of $483.8 million, net
changes in operating assets and liabilities reflecting cash proceeds of $268.6
million, pension and other post-retirement benefit costs of $50.8 million,
change in the Tax Receivable Agreement liability of $48.3 million, stock-based
compensation of $35.6 million, change in the fair value of contingent
consideration of $32.4 million, and deferred income taxes of $11.7 million,
partially offset by a net non-cash benefit of $669.6 million relating to an LCM
inventory adjustment, gain on extinguishment of debt related to the repurchase
of a portion of our 2028 Senior Notes and 2025 Senior Notes of $79.9 million,
changes in the fair value of our catalyst obligations of $8.5 million, net
non-cash charges related to the change in the fair value of our inventory
repurchase obligations of $8.4 million, and gain on sale of assets of $3.0
million. Our operating cash flows for the year ended December 31, 2020 included
our net loss of $1,333.3 million, gain on sale of assets of $477.8 million
mainly related to the sale of the hydrogen plants and the sale of land at our
Torrance refinery, change in the Tax Receivable Agreement liability of $373.5
million, net non-cash charges relating to the change in the fair value of our
inventory repurchase obligations of $12.6 million and change in the fair value
of the contingent consideration of $93.7 million, partially offset by
depreciation and amortization of $581.1 million, net non-cash charge of $268.0
million related to an LCM inventory adjustment, impairment expense of $98.8
million, pension and other post-retirement benefits costs of $55.7 million,
stock-based compensation of $34.2 million, debt extinguishment costs related to
the early redemption of our 2023 Senior Notes of $22.2 million, change in the
fair value of our catalyst obligations of $11.8 million and deferred income
taxes of $1.6 million. In addition, net changes in operating assets and
liabilities reflects cash inflows of $585.9 million driven by the timing of
inventory purchases, payments for accrued expenses and accounts payable and
collections of accounts receivable.

                                       98
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Net cash used in operating activities was $631.6 million for the year ended
December 31, 2020 compared to net cash provided by operating activities of
$933.5 million for the year ended December 31, 2019. Our operating cash flows
for the year ended December 31, 2019 included our net income of $375.2 million,
depreciation and amortization of $447.5 million, deferred income tax expense of
$103.7 million, pension and other post-retirement benefits costs of $44.8
million, stock-based compensation of $37.3 million, net non-cash charges
relating to the change in the fair value of our inventory repurchase obligations
of $25.4 million, and changes in the fair value of our catalyst obligations of
$9.7 million, partially offset by a net non-cash benefit of $250.2 million
relating to an LCM inventory adjustment, a gain on sale of assets of $29.9
million and change in fair value of contingent consideration of $0.8 million. In
addition, net changes in operating assets and liabilities reflected cash inflows
of approximately $170.8 million driven by the timing of inventory purchases,
payments for accrued expenses and accounts payable and collections of accounts
receivable.

Cash Flows from Investing Activities



Net cash used in investing activities was $388.5 million for the year ended
December 31, 2021 compared to $1,026.5 million for the year ended December 31,
2020. The net cash flows used in investing activities for the year ended
December 31, 2021 was comprised of cash outflows of capital expenditures
totaling $249.1 million, expenditures for refinery turnarounds of $117.7
million, and expenditures for other assets of $28.9 million, partially offset by
proceeds from the sale of assets $7.2 million. Net cash used in investing
activities for the year ended December 31, 2020 was comprised of cash outflows
of $1,176.2 million used to fund the Martinez Acquisition, capital expenditures
totaling $196.2 million, expenditures for refinery turnarounds of $188.1 million
and expenditures for other assets of $9.1 million, partially offset by proceeds
from sale of assets of $543.1 million.

Net cash used in investing activities was $1,026.5 million for the year ended
December 31, 2020 compared to $712.6 million for the year ended December 31,
2019. Net cash used in investing activities for the year ended December 31, 2019
was comprised of cash outflows of $404.9 million for capital expenditures,
expenditures for refinery turnarounds of $299.3 million and expenditures for
other assets of $44.7 million, partially offset by proceeds of $36.3 million
related to the sale of land at our Torrance refinery.

Cash Flows from Financing Activities



Net cash used in financing activities was $356.8 million for the year ended
December 31, 2021 compared to net cash provided by financing activities of
$2,452.7 million for the year ended December 31, 2020. For the year ended
December 31, 2021, net cash used in financing activities consisted of $146.8
million related to the repurchase of the principal amount outstanding of the
2028 Senior Notes and the 2025 Senior Notes, excluding accrued interest, net
repayments on the PBFX Revolving Credit Facility of $100.0 million,
distributions and dividends of $39.7 million, net settlements of precious metal
catalyst obligations of $31.7 million, payments on finance leases of $17.8
million, PBFX Contingent Consideration payments of $12.2 million, principal
amortization payments on the $35.0 million term loan (the "PBF Rail Term Loan")
of $7.4 million, and deferred financing costs and other of $1.2 million. For the
year ended December 31, 2020, net cash provided by financing activities
consisted of cash proceeds of $1,228.7 million from the issuance of the 2025
Senior Secured Notes net of related issuance costs, cash proceeds of $469.9
million from the issuance of the 2028 Senior Notes net of cash paid to redeem
the 2023 Senior Notes and related issuance costs, net borrowings under our
Revolving Credit Facility of $900.0 million, and proceeds from catalyst
financing arrangements of $51.9 million, partially offset by net repayments on
the PBFX Revolving Credit Facility of $83.0 million, net settlements of precious
metal catalyst obligations of $8.8 million, distributions and dividends of $82.2
million, principal amortization payments of the PBF Rail Term Loan of $7.2
million, payments on finance leases of $12.4 million, taxes paid for net
settlement of equity-based compensation of $2.1 million, repurchases of our
common stock in connection with tax withholding obligations upon the vesting of
certain restricted stock awards of $1.6 million and deferred financing costs and
other of $0.5 million.

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Net cash provided by financing activities was $2,452.7 million for the year
ended December 31, 2020 compared to net cash used in financing activities of
$3.3 million for the year ended December 31, 2019. For the year ended
December 31, 2019, net cash used in financing activities consisted primarily of
distributions and dividends of $209.2 million, principal amortization payments
of the PBF Rail Term Loan of $7.0 million, settlements of catalyst obligations
of $6.5 million, taxes paid for net settlement of equity-based compensation of
$4.8 million, repurchases of our common stock in connection with tax withholding
obligations upon the vesting of certain restricted stock awards of $4.9 million
and deferred payment for the East Coast Storage Assets Acquisition of $32.0
million, partially offset by $132.5 million in net proceeds from the issuance of
PBFX common units, net borrowings from the PBFX Revolving Credit Facility of
$127.0 million and deferred financing costs and other of $1.6 million.
Additionally, during the year ended December 31, 2019, we borrowed and repaid
$1,350.0 million under our Revolving Credit Facility resulting in no net change
to amounts outstanding for the year ended December 31, 2019.

The cash flow activity of PBF LLC for the years ended December 31, 2021, 2020
and 2019 is materially consistent with that of PBF Energy discussed above, other
than changes in deferred income taxes and certain working capital items, which
are different from PBF Energy due to certain tax related items not applicable to
PBF LLC. Additionally, PBF LLC reflects net borrowings of $1.1 million, $0.1
million and $3.1 million for the years ended December 31, 2021, 2020 and 2019,
respectively, related to an affiliate loan with PBF Energy, included in cash
flows from financing activities, which eliminates in consolidation at PBF
Energy.

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Capitalization



Our capital structure was comprised of the following as of December 31, 2021 (in
millions):

                                                                          December 31, 2021
Debt: (1)
PBF LLC debt
Affiliate note payable                                                  $            375.2
PBF Holding debt
2025 Senior Secured Notes                                                          1,250.0
2028 Senior Notes                                                                    826.5
2025 Senior Notes                                                                    669.5
Revolving Credit Facility                                                            900.0
Catalyst financing arrangements                                                       58.4
PBF Holding debt                                                                   3,704.4
PBFX debt
PBFX 2023 Senior Notes                                                               525.0
PBFX Revolving Credit Facility                                              

100.0


PBFX debt                                                                   

625.0


Unamortized deferred financing costs                                        

(35.0)


Unamortized premium                                                                    1.4

Total PBF LLC debt, net of unamortized deferred financing costs and premium

4,671.0


Less: Affiliate note payable                                                

(375.2)


Total PBF Energy debt, net of unamortized deferred financing costs and
premium (2)                                                             $          4,295.8

Total PBF Energy Equity                                                 $          2,532.8
Total PBF Energy Capitalization (3)                                     $   

6,828.6


Total PBF Energy Debt to Capitalization Ratio                                           63  %


_______________________________________________



(1) Refer to "Note 10 - Credit Facilities and Debt" and "Note 11 - Affiliate
Note Payable - PBF LLC" of our Notes to Consolidated Financial Statements for
further disclosure related to debt.
(2) Excludes the PBF LLC affiliate note payable that is eliminated at the PBF
Energy level.
(3) Total Capitalization refers to the sum of debt, excluding intercompany debt,
plus total Equity.

2021 Debt Related Transactions



During the year ended December 31, 2021, we made a number of open market
repurchases of our 2028 Senior Notes and our 2025 Senior Notes that resulted in
the extinguishment of $173.5 million in principal of the 2028 Senior Notes and
$55.5 million in principal of the 2025 Senior Notes. Total cash consideration
paid to repurchase the principal amount outstanding of the 2028 Senior Notes and
the 2025 Senior Notes, excluding accrued interest, totaled $146.8 million and we
recognized a $79.9 million gain on the extinguishment of debt during the year
ended December 31, 2021.We also made net repayments on the PBFX Revolving Credit
Facility of $100.0 million and settled certain of our precious metal financing
arrangements, resulting in a reduction to debt of approximately $31.7 million.

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

Revolving Credit Facilities Overview



One of our primary sources of liquidity are borrowings available under our
revolving credit facilities. As of December 31, 2021, PBF Energy had $1,341.5
million of cash and cash equivalents, a $900.0 million outstanding balance under
the Revolving Credit Facility and $100.0 million outstanding under the PBFX
Revolving Credit Facility. PBF LLC cash and cash equivalents totaled $1,339.8
million as of December 31, 2021.

We had available capacity under revolving credit facilities as follows at December 31, 2021 (in millions):



                                                     Amount Borrowed as
                                     Total             of December 31,            Outstanding            Borrowing Base
                                  Commitment                2021               Letters of Credit          Availability            Expiration Date
Revolving Credit Facility
(a)                              $  3,400.0          $          900.0          $         380.1          $      3,400.0                      May 2023
PBFX Revolving Credit
Facility                              500.0                     100.0                      3.5                   396.5                     July 2023
Total Credit Facilities          $  3,900.0          $        1,000.0          $         383.6          $      3,796.5

___________________________________



(a)  The amount available for borrowings and letters of credit under the
Revolving Credit Facility is calculated according to a "borrowing base" formula
based on (i) 90% of the book value of Eligible Accounts with respect to
investment grade obligors plus (ii) 85% of the book value of Eligible Accounts
with respect to non-investment grade obligors plus (iii) 80% of the cost of
Eligible Hydrocarbon Inventory plus (iv) 100% of Cash and Cash Equivalents in
deposit accounts subject to a control agreement, in each case as defined in the
Revolving Credit Agreement. The borrowing base is subject to customary reserves
and eligibility criteria and in any event cannot exceed $3.4 billion.

Additional Information on Indebtedness



Our debt, including our revolving credit facilities and senior notes, include
certain typical financial covenants and restrictions on our subsidiaries'
ability to, among other things, incur or guarantee new debt, engage in certain
business activities including transactions with affiliates and asset sales, make
investments or distributions, engage in mergers or pay dividends in certain
circumstances. These covenants are subject to a number of important exceptions
and qualifications. We are in compliance as of December 31, 2021 with all
covenants, including financial covenants, in all of our debt agreements. For
further discussion of our indebtedness and these covenants and restrictions, see
"Note 10 - Credit Facilities and Debt" of our Notes to Consolidated Financial
Statements.

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Liquidity



As of December 31, 2021, our operational liquidity was more than $2.4 billion
($2.3 billion as of December 31, 2020), which consists of $1.3 billion of cash,
excluding cash held at PBFX, and more than $1.1 billion of borrowing
availability under our Revolving Credit Facility, which includes our cash on
hand. In addition, as of December 31, 2021, PBFX had approximately $430.4
million of liquidity ($331.4 million as of December 31, 2020), including
approximately $33.9 million in cash, and access to approximately $396.5 million
under the PBFX Revolving Credit Facility.

Due to the unprecedented events caused by the COVID-19 pandemic and the negative
impact on our liquidity, we executed a plan to strengthen our balance sheet and
increase our flexibility and responsiveness by incorporating certain adjustments
to our operations and other cost saving measures. We remain committed to our
plan in the current year with notable events within the past twelve months
highlighted below:

•Extinguishment of $229.0 million of our 2028 Senior Notes and 2025 Senior Notes to date, which will result in annual cash interest savings of approximately $14.4 million.

•In October 2021, executed the Third Inventory Intermediation Agreement with J. Aron through 2024, covering certain crude oil, intermediate and finished products across our East Coast and Chalmette refineries;



•On December 31, 2020, we completed the operational reconfiguration of our East
Coast Refining System comprised of our Delaware City and Paulsboro refineries.
The reconfiguration resulted in the temporary idling of certain Paulsboro
refinery units and overall lower throughput and inventory levels. Recurring
annual operating and capital expenditures savings are expected to be
approximately $100.0 million and $50.0 million, respectively, relative to
average historic levels;

•Implemented and/or continued various cost reduction and cash preservation
initiatives, including a significant decrease in 2021 capital expenditures and
reducing 2021 operating expenses driven by minimizing discretionary activities
and third-party services; and

•Continued the temporary suspension of our quarterly dividend of $0.30 per
share, anticipated to preserve approximately $35.0 million of cash each quarter,
to support the balance sheet.

We are actively responding to the impacts of the COVID-19 pandemic and ongoing
rebalancing in the global oil markets. We continue to adjust our operational
plans to the evolving market conditions and continue to target and execute
reduction measures. We also remain committed to assessing other opportunities
that could improve our liquidity, including by further reducing debt and/or
potential sales of non-operating assets or other real property, although there
can be no assurance that we will do so.

While it is impossible to estimate the duration or complete financial impact of
the COVID-19 pandemic, we believe that the strategic actions we have taken, plus
our cash flows from operations and available capital resources will be
sufficient to meet our and our subsidiaries' capital expenditures, working
capital needs, and debt service requirements, for the next twelve months. We
cannot assure you that our assumptions used to estimate our liquidity
requirements will be correct because the impact that the COVID-19 pandemic is
having on us and our industry is ongoing and unprecedented. The extent of the
impact of the COVID-19 pandemic on our business, financial condition, results of
operations and liquidity will depend largely on future developments, including
the severity, location and duration of the pandemic and variants thereof, the
effectiveness of the vaccine programs and other actions undertaken by national,
regional and local governments and health officials to contain the virus or
treat its effects, and how quickly and to what extent economic conditions
improve and normal business and operating conditions resume. As a result, we may
require additional capital, and, from time to time, may pursue funding
strategies in the capital markets or through private transactions to strengthen
our liquidity and/or fund strategic initiatives. Such additional financing may
not be available at favorable terms or at all.

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We may incur additional indebtedness in the future, including additional secured
indebtedness, subject to the satisfaction of any debt incurrence and, if
applicable, lien incurrence limitation covenants in our existing financing
agreements. Although we were in compliance with incurrence covenants during the
year ended December 31, 2021, to the extent that any of our activities triggered
these covenants, there are no assurances that conditions could not change
significantly, and that such changes could adversely impact our ability to meet
some of these incurrence covenants at the time that we needed to. Failure to
meet the incurrence covenants could impose certain incremental restrictions on,
among other matters, our ability to incur new debt (including secured debt) and
also may limit the extent to which we may pay future dividends, make new
investments, repurchase our outstanding debt or stock or incur new liens.

Working Capital

PBF Energy's working capital at December 31, 2021 was approximately $1,439.5
million, consisting of $5,199.2 million in total current assets and $3,759.7
million in total current liabilities. PBF Energy's working capital at
December 31, 2020 was $1,415.9 million, consisting of $3,867.4 million in total
current assets and $2,451.5 million in total current liabilities. PBF LLC's
working capital at December 31, 2021 was approximately $1,385.6 million,
consisting of $5,197.5 million in total current assets and $3,811.9 million in
total current liabilities. PBF LLC's working capital at December 31, 2020 was
$1,374.1 million, consisting of $3,865.2 million in total current assets and
$2,491.1 million in total current liabilities.

Crude and Feedstock Supply Agreements



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

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

Inventory Intermediation Agreement



On October 25, 2021, PBF Holding and its subsidiaries, the PBF Entities, entered
into the Third Inventory Intermediation Agreement with J. Aron, pursuant to
which the terms of the previous inventory intermediation agreements were amended
and restated in their entirety, including, among other things, pricing and an
extension of terms. The Third Inventory Intermediation Agreement extends the
term to December 31, 2024, which term may be further extended by mutual consent
of the parties to December 31, 2025. If not extended or replaced, at expiration,
we will be required to repurchase the inventories outstanding under the Third
Inventory Intermediation Agreement at that time. We intend to either extend or
replace the Third Inventory Intermediation Agreement prior to its expiration.

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At December 31, 2021, the LIFO value of the J. Aron Products included within
Inventories in our Consolidated Balance Sheets was $445.2 million. We accrue a
corresponding liability for such crude oil, intermediates and finished products.

Capital Spending



Capital spending was $395.7 million for the year ended December 31, 2021, which
primarily included costs associated with safety related enhancements and
facility improvements at our refineries, and approximately $8.6 million of
capital expenditures related to PBFX. Our 2022 estimate for maintenance,
environmental, regulatory and safety capital expenditures are estimated to
remain in line with our historical average of $150.0 million to $200.0 million.
For the first half of 2022, we expect to incur turnaround-related capital
expenditures of approximately $200.0 million to $225.0 million primarily
relating to turnarounds at our East and West Coast refineries. In addition, PBFX
expects to spend an aggregate of approximately $20.0 million to $28.0 million in
net capital expenditures during 2022.

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Material Cash Requirements



Our material cash requirements include the following known contractual and other
obligations as of December 31, 2021 (in millions). The table below does not
include any intercompany contractual obligations with PBFX as our related party
transactions are eliminated upon consolidation of our financial statements.

                                                                                Payments due by period
                                                                   Less than                                                 More than
                                                  Total              1 year            1-3 Years          3-5 Years           5 years
PBF Energy:
Credit facilities and debt (a)                $  4,329.4          $    58.4

$ 1,525.0 $ 1,919.5 $ 826.5 Interest payments on Credit facilities and debt

                                         1,013.5              294.2               463.6              181.3               74.4

Leases and other rental-related
commitments (b)                                  2,409.0              266.0               415.4              363.4            1,364.2

Purchase obligations (c)                        20,237.8            8,239.8            11,359.1              400.4              238.5

Construction obligations                           127.5              127.5                   -                  -                  -
Environmental obligations (d)                      163.6               14.9                29.5               16.6              102.6
Pension and post-retirement obligations
(e)                                                330.3               26.1                33.4               33.5              237.3

Contingent consideration (f)                        42.6                2.9                39.7                  -                  -
Total material cash requirements for
PBF Energy                                    $ 28,653.7          $ 9,029.8

$ 13,865.7 $ 2,914.7 $ 2,843.5 Adjustments for PBF LLC:



Add: Affiliate Note Payable (g)                    375.2                  -                   -                  -              375.2

Total material cash requirements for
PBF LLC                                       $ 29,028.9          $ 9,029.8          $ 13,865.7          $ 2,914.7          $ 3,218.7


___________________________

(a) Credit facilities and debt



Credit facilities and debt represent (i) the repayment of the outstanding
borrowings under the Revolving Credit Facility; (ii) the repayment of
indebtedness incurred in connection with the 2025 Senior Secured Notes, 2028
Senior Notes and 2025 Senior Notes; (iii) the repayment of our catalyst
financing obligations on their maturity dates; and (iv) the repayment of
outstanding amounts under the PBFX Revolving Credit Facility and the PBFX 2023
Senior Notes. With the exception of our catalyst financing obligations, we have
no debt maturing before 2023 as of December 31, 2021.

Refer to "Note 10 - Credit Facilities and Debt" of our Notes to Consolidated Financial Statements for further disclosure related to debt.

(b) Leases and other rental-related commitments



Operating and Finance lease obligations include options to extend terms that are
reasonably certain of being exercised. We have entered into certain agreements
for the supply of hydrogen that contain both lease and non-lease components. The
table above also includes such non-lease components of these agreements. See
"Note 15 - Leases" of our Notes to Consolidated Financial Statements for further
details and disclosures regarding our operating and finance lease obligations.

We also enter into contractual obligations with third parties for the right to
use property for locating pipelines and accessing certain of our assets (also
referred to as land easements) in the normal course of business. Our obligations
regarding such land easements are included within Leases and other
rental-related commitments in the table above.

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(c) Purchase obligations



We have obligations to repurchase the J. Aron Products under the Third Inventory
Intermediation Agreement with J. Aron as further explained in "Note 2 - Summary
of Significant Accounting Policies", "Note 6 - Inventories" and "Note 9 -
Accrued Expenses" of our Notes to Consolidated Financial Statements.
Additionally, purchase obligations include commitments to purchase crude oil
from certain counterparties under supply agreements, contracts for the
transportation of crude oil and supply of hydrogen, nitrogen, oxygen, chemicals,
steam, or natural gas to certain of our refineries, contracts for the treatment
of wastewater, contracts for pipeline capacity, and forward purchase commitments
to acquire AB 32, RINs or LCFS credits from third parties.

The amounts included in this table exclude our crude supply agreement with
PDVSA. We have not sourced crude oil under this agreement since the third
quarter of 2017 as PDVSA has suspended deliveries due to the parties inability
to agree to mutually acceptable payment terms and because of U.S. government
sanctions against PDVSA.

(d) Environmental obligations



In connection with certain of our refinery and logistics acquisitions, we have
assumed certain environmental remediation obligations to address matters that
were outstanding at the time of such acquisitions. In addition, in connection
with most of these acquisitions, we have purchased environmental insurance
policies to insure against unknown environmental liabilities at each site. The
obligations in the table above reflect our undiscounted best estimate in cost
and tenure to remediate our outstanding obligations and are further discussed in
"Note 14 - Commitments and Contingencies" of our Notes to Consolidated Financial
Statements.

(e) Pension and post-retirement obligations



Pension and post-retirement obligations include only those amounts we expect to
pay out in benefit payments and are further explained in "Note 19 - Employee
Benefit Plans" of our Notes to Consolidated Financial Statements.

(f) Contingent Consideration



Contingent consideration includes our obligations to pay certain contractual
earn-outs entered into as part of acquisitions. Our earn-out obligation related
to the Martinez Acquisition includes the estimated undiscounted Contingent
Consideration amounts payable to Shell Oil Products related to the annual
earn-out payments through 2023. Our earn-out obligation related to the East
Coast Storage Assets Acquisition and our amount payable to Crown Point relates
to our year one earn-out obligation payable in 2022 with no future estimated
earn-out obligations for years thereafter.

(g) Affiliate Note Payable



As described in "Note 11 - Affiliate Note Payable - PBF LLC" of our Notes to
Consolidated Financial Statements, as of December 31, 2021, PBF LLC had an
outstanding note payable with PBF Energy for an aggregate principal amount of
$375.2 million. The note has an interest rate of 2.5% and matures in April 2030,
but may be prepaid in whole or in part at any time, at the option of PBF LLC
without penalty or premium. This affiliate note payable is a cash obligation of
PBF LLC only and eliminates in consolidation for PBF Energy.

Tax Distributions

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 will be 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.

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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 will 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. As
these distributions are conditional they have been excluded from the table
above.

Critical Accounting Policies



The following summary provides further information about our critical accounting
policies that involve critical accounting estimates and should be read in
conjunction with "Note 2 - Summary of Significant Accounting Policies" of our
Notes to Consolidated Financial Statements. The following accounting policies
involve estimates that are considered critical due to the level of subjectivity
and judgment involved, as well as the impact on our financial position and
results of operations. We believe that all of our estimates are reasonable.
Unless otherwise noted, estimates of the sensitivity to earnings that would
result from changes in the assumptions used in determining our estimates is not
practicable due to the number of assumptions and contingencies involved, and the
wide range of possible outcomes.

Inventory



Inventories are carried at the lower of cost or market. The cost of crude oil,
feedstocks, blendstocks and refined products is determined under the LIFO method
using the dollar value LIFO method with increments valued based on average cost
during the year. The cost of supplies and other inventories is determined
principally on the weighted average cost method. In addition, the use of the
LIFO inventory method may result in increases or decreases to cost of sales in
years that inventory volumes decline as the result of charging cost of sales
with LIFO inventory costs generated in prior periods. At December 31, 2021 the
replacement value of inventories exceeded the LIFO carrying value. At
December 31, 2020, market values had fallen below historical LIFO inventory
costs and, as a result, we recorded an LCM or market inventory valuation reserve
of $669.6 million. The LCM or market inventory valuation reserve, or a portion
thereof, is subject to reversal as a reduction to cost of products sold in
subsequent periods as inventories giving rise to the reserve are sold, and a new
reserve is established. Such a reduction to cost of products sold could be
significant if inventory values return to historical cost price levels.
Additionally, further decreases in overall inventory values could result in
additional charges to cost of products sold should the LCM or market inventory
valuation reserve be increased.

Environmental Matters



Liabilities for future clean-up costs are recorded when environmental
assessments and/or clean-up efforts are probable and the costs can be reasonably
estimated. Other than for periodic assessments, the timing and magnitude of
these accruals generally are based on the completion of investigations or other
studies or a commitment to a formal plan of action. Environmental liabilities
are based on best estimates of probable future costs using currently available
technology and applying current regulations, as well as our own internal
environmental policies. The actual settlement of our liability for environmental
matters could materially differ from our estimates due to a number of
uncertainties such as the extent of contamination, changes in environmental laws
and regulations, potential improvements in remediation technologies and the
participation of other responsible parties. While we believe that our current
estimates of the amounts and timing of the costs related to the remediation of
these liabilities are reasonable, we have had limited prior exposure to certain
of these environmental obligations due to our short operating history with
certain of our assets. It is possible that our estimates of the costs and
duration of the environmental remediation activities related to these
liabilities could materially change.

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Business Combinations



We use the acquisition method of accounting for the recognition of assets
acquired and liabilities assumed in business combinations at their estimated
fair values as of the date of acquisition. Any excess consideration transferred
over the estimated fair values of the identifiable net assets acquired is
recorded as goodwill. Significant judgment is required in estimating the fair
value of assets acquired. As a result, in the case of significant acquisitions,
we obtain the assistance of third-party valuation specialists in estimating fair
values of tangible and intangible assets based on available historical
information and on expectations and assumptions about the future, considering
the perspective of marketplace participants. While management believes those
expectations and assumptions are reasonable, they are inherently uncertain.
Unanticipated market or macroeconomic events and circumstances may occur, which
could affect the accuracy or validity of the estimates and assumptions.

Certain of our acquisitions may include earn-out provisions or other forms of
contingent consideration. As of the acquisition date, we record contingent
consideration, as applicable, at the estimated fair value of expected future
payments associated with the earn-out. Any changes to the recorded fair value of
contingent consideration, subsequent to the measurement period, will be
recognized as earnings in the period in which it occurs. Such contingent
consideration liabilities are based on best estimates of future expected payment
obligations, which are subject to change due to many factors outside of our
control. Changes to the estimate of expected future contingent consideration
payments may occur, from time to time, due to various reasons, including actual
results differing from estimates and adjustments to the revenue or earnings
assumptions used as the basis for the liability based on historical experience.
While we believe that our current estimate of the fair value of our contingent
consideration liability is reasonable, it is possible that the actual future
settlement of our earn-out obligations could materially differ.

Deferred Turnaround Costs



Refinery turnaround costs, which are incurred in connection with planned major
maintenance activities at our refineries, are capitalized when incurred and
amortized on a straight-line basis over the period of time estimated until the
next turnaround occurs (generally three to six years). While we believe that the
estimates of time until the next turnaround are reasonable, it should be noted
that factors such as competition, regulation or environmental matters could
cause us to change our estimates thus impacting amortization expense in the
future.

Derivative Instruments



We are exposed to market risk, primarily related to changes in commodity prices
for the crude oil and feedstocks used in the refining process, as well as the
prices of the refined products sold and the risk associated with the price of
credits needed to comply with various governmental and regulatory environmental
compliance programs. The accounting treatment for commodity and environmental
compliance contracts depends on the intended use of the particular contract and
on whether or not the contract meets the definition of a derivative.
Non-derivative contracts are recorded at the time of delivery.

All derivative instruments that are not designated as normal purchases or sales
are recorded in our Consolidated Balance Sheets as either assets or liabilities
measured at their fair values. Changes in the fair value of derivative
instruments that either are not designated or do not qualify for hedge
accounting treatment or normal purchase or normal sale accounting are recognized
in income. Contracts qualifying for the normal purchases and sales exemption are
accounted for upon settlement. We elect fair value hedge accounting for certain
derivatives associated with our inventory repurchase obligations.

Derivative accounting is complex and requires management judgment in the
following respects: identification of derivatives and embedded derivatives;
determination of the fair value of derivatives; identification of hedge
relationships; assessment and measurement of hedge ineffectiveness; and election
and designation of the normal purchases and sales exception. All of these
judgments, depending upon their timing and effect, can have a significant impact
on earnings.

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Impairment of Long-Lived Assets



We evaluate long-lived assets for impairment on a continual basis and reassess
the reasonableness of their related useful lives whenever events or changes in
circumstances warrant assessment. Possible triggering events may include, among
other things, significant adverse changes in the business climate, market
conditions, environmental regulations or a determination that it is more likely
than not that an asset or an asset group will be sold or retired before its
estimated useful life. These possible triggering events of impairment may impact
our assumptions related to future throughput levels, future operating revenues,
expenses and gross margin, levels of anticipated capital expenditures and
remaining useful life. Long-lived assets are tested for recoverability whenever
events or changes in circumstances indicate that the carrying amount of the
asset may not be recoverable. A long-lived asset is not recoverable if its
carrying amount exceeds the sum of the undiscounted cash flows expected to
result from its use and eventual disposition. Cash flows for long-lived
assets/asset groups are determined at the lowest level for which identifiable
cash flows exist. The cash flows from the refinery asset groups are evaluated
individually regardless of product mix or fuel type produced. If a long-lived
asset is not recoverable, an impairment loss is recognized for the amount by
which the carrying amount of the long-lived asset exceeds its fair value, with
fair value determined based on discounted estimated net cash flows or other
appropriate methods. Our assumptions incorporate inherent uncertainties that are
at times difficult to predict and could result in impairment charges or
accelerated depreciation in future periods if actual results materially differ
from the estimated assumptions used.

Income Taxes and Tax Receivable Agreement



As a result of PBF Energy's acquisition of PBF LLC Series A Units or exchanges
of PBF LLC Series A Units for PBF Energy Class A common stock, it expects to
benefit from amortization and other tax deductions reflecting the step up in tax
basis in the acquired assets. Those deductions will be allocated to PBF Energy
and will be taken into account in reporting its taxable income. As a result of a
federal income tax election made by PBF LLC, applicable to a portion of PBF
Energy's acquisition of PBF LLC Series A Units, the income tax basis of the
assets of PBF LLC, underlying a portion of the units PBF Energy acquired, has
been adjusted based upon the amount that PBF Energy paid for that portion of its
PBF LLC Series A Units. PBF Energy entered into the Tax Receivable Agreement
which provides for the payment by PBF Energy equal to 85% of the amount of the
benefits, if any, that it is deemed to realize as a result of (i) increases in
tax basis 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. As a result of these transactions, PBF Energy's tax
basis in its share of PBF LLC's assets will be higher than the book basis of
these same assets. This resulted in a deferred tax asset of $141.2 million as of
December 31, 2021.

Deferred taxes are calculated using a liability method, whereby deferred tax
assets are recognized for deductible temporary differences and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences represent the differences between reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effect of changes in tax laws
and rates on the date of enactment. We recognize tax benefits for uncertain tax
positions only if it is more likely than not that the position is sustainable
based on its technical merits. Interest and penalties on uncertain tax positions
are included as a component of the provision for income taxes on the
Consolidated Statements of Operations. As a result of management's assessment of
the available positive and negative evidence to estimate whether sufficient
future taxable income will be generated to permit use of the existing deferred
tax assets as of December 31, 2021, a valuation allowance of $308.5 million was
recorded to recognize only the portion of deferred tax assets that are more
likely than not to be realized. The amount of the deferred tax assets considered
realizable, however, could be adjusted if estimates of future taxable income are
reduced or increased or if objective negative evidence in the form of cumulative
losses is no longer present and additional weight is given to subjective
evidence such as our projections for future taxable income. As a result of the
valuation allowance, the liability associated with the Tax Receivable Agreement
was $48.3 million as of December 31, 2021.

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Pursuant to the Tax Receivable Agreement PBF Energy entered into at the time of
its initial public offering, it is required to pay the current and former PBF
LLC Series A unitholders, who exchange their units for PBF Energy stock or whose
units we purchase, approximately 85% of the cash savings in income taxes that
PBF Energy is deemed to realize as a result of the increase in the tax basis of
its interest in PBF LLC, including tax benefits attributable to payments made
under the Tax Receivable Agreement. These payment obligations are of PBF Energy
and not of PBF LLC or any of its subsidiaries. PBF Energy has recognized a
liability for the Tax Receivable Agreement reflecting its estimate of the
undiscounted amounts that it expects to pay under the agreement. PBF Energy's
estimate of the Tax Receivable Agreement liability is based, in part, on
forecasts of future taxable income over the anticipated life of PBF Energy's
future business operations, assuming no material changes in the relevant tax
law. The assumptions used in the forecasts are subject to substantial
uncertainty about PBF Energy's future business operations and the actual
payments that it is required to make under the Tax Receivable Agreement could
differ materially from its current estimates. PBF Energy must adjust the
estimated Tax Receivable Agreement liability each time we purchase PBF LLC
Series A Units or upon an exchange of PBF LLC Series A Units for PBF Energy
Class A common stock. Such adjustments will be based on forecasts of future
taxable income and PBF Energy's future business operations at the time of such
purchases or exchanges. Periodically, PBF Energy may adjust the liability based
on an updated estimate of the amounts that it expects to pay, using assumptions
consistent with those used in its concurrent estimate of the deferred tax asset
valuation allowance. These periodic adjustments to the Tax Receivable Agreement
liability, if any, are recorded in general and administrative expense and may
result in adjustments to our income tax expense and deferred tax assets and
liabilities.

Recent Accounting Pronouncements

Refer to "Note 2 - Summary of Significant Accounting Policies" of our Notes to Consolidated Financial Statements, for Recently Issued Accounting Pronouncements.

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