PBF Energy Inc.

Equities

PBF

US69318G1067

Oil & Gas Refining and Marketing

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PBF ENERGY INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

October 27, 2022 at 06:15 am EDT

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the audited financial statements
of PBF Energy and PBF LLC included in the Annual Report on Form 10-K for the
year ended December 31, 2021 and the unaudited financial statements and related
notes included in this report. The following discussion contains
"forward-looking statements" that reflect our future plans, estimates, beliefs
and expected performance. Our actual results may differ materially from those
currently anticipated and expressed in such forward-looking statements as a
result of a number of factors. We caution that assumptions, expectations,
projections, intentions or beliefs about future events may, and often do, vary
from actual results and the differences can be material. Please see "Cautionary
Note Regarding Forward-Looking Statements."

PBF Energy is the sole managing member of, and owner of an equity interest
representing approximately 99.3% of the outstanding economic interests in PBF
LLC as of September 30, 2022. PBF LLC is a holding company for the companies
that directly and indirectly own and operate our business. PBF Holding is a
wholly-owned subsidiary of PBF LLC and PBF Finance is a wholly-owned subsidiary
of PBF Holding. As of September 30, 2022, PBF LLC also holds a 47.7% limited
partner interest and a non-economic general partner interest in PBFX, a
publicly-traded MLP.

Unless the context indicates otherwise, the terms "we," "us," and "our" refer to
PBF Energy and its consolidated subsidiaries, including PBF LLC, PBF Holding and
its subsidiaries and PBFX and its subsidiaries. Discussions on areas that either
apply only to PBF Energy or PBF LLC are clearly noted in such sections.

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Overview



We are one of the largest independent petroleum refiners and suppliers of
unbranded transportation fuels, heating oil, petrochemical feedstocks,
lubricants and other petroleum products in the United States. We sell our
products throughout the Northeast, Midwest, Gulf Coast and West Coast of the
United States, as well as in other regions of the United States, Canada and
Mexico and are able to ship products to other international destinations. As of
September 30, 2022, we own and operate six domestic oil refineries and related
assets. Based on the current configuration our refineries have a combined
processing capacity, known as throughput, of approximately 1,000,000 barrels per
day ("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 logistics assets such as crude oil and
refined petroleum products terminals, pipelines, and storage facilities, which
are aggregated into the Logistics segment.

Our six refineries are located in Delaware City, Delaware, Paulsboro, New
Jersey, Toledo, Ohio, Chalmette, Louisiana, Torrance, California and Martinez,
California. In 2020, we reconfigured our Delaware City and Paulsboro refineries
(the "East Coast Refining Reconfiguration"), temporarily idling certain of our
major processing units at the Paulsboro refinery, in order to operate the two
refineries as one functional unit that we refer to as the "East Coast Refining
System". Each refinery is briefly described in the table below:

                                                                        Throughput Capacity (in
Refinery            Region                Nelson Complexity Index (1)   bpd) (1)                 PADD       Crude Processed (2)   Source (2)
                                                                                                            light sweet through
Delaware City       East Coast            13.6                          180,000                  1          heavy sour            water, rail
                                                                                                            light sweet through
Paulsboro           East Coast            10.4(3)                       105,000(3)               1          heavy sour            water
Toledo              Mid-Continent         11.0                          180,000                  2          light sweet           pipeline, truck, rail
                                                                                                            light sweet through
Chalmette           Gulf Coast            13.0                          185,000                  3          heavy sour            water, pipeline
Torrance            West Coast            13.8                          166,000                  5          medium and heavy      pipeline, water, truck
Martinez            West Coast            16.1                          157,000                  5          medium and heavy      pipeline and water


________

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

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



(3) Under normal operating conditions and prevailing market environments, our
Nelson Complexity Index and throughput capacity for the Paulsboro refinery would
be 13.1 and 180,000, respectively. As a result of the East Coast Refining
Reconfiguration, our Nelson Complexity Index and throughput capacity were
reduced.

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As of September 30, 2022, PBF Energy owned 122,325,124 PBF LLC Series C Units
and our current and former executive officers and directors and certain
employees and others held 910,457 PBF LLC Series A Units (we refer to all of the
holders of the PBF LLC Series A Units as "the members of PBF LLC other than PBF
Energy"). As a result, the holders of our issued and outstanding shares of our
PBF Energy Class A common stock have approximately 99.3% of the voting power in
us, and the members of PBF LLC other than PBF Energy through their holdings of
Class B common stock have approximately 0.7% of the voting power in us (99.2%
and 0.8% as of December 31, 2021, respectively).

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Business Developments

Recent significant business developments affecting us are discussed below.

Pending Merger with PBFX



On July 27, 2022, we entered into a definitive agreement with PBFX (the "Merger
Agreement") pursuant to which we will acquire all of the publicly held common
units in PBFX representing limited partner interests in the MLP not already
owned by us on the closing date of the transaction (the "Merger Transaction).

The Merger Transaction will be accounted for in accordance with Financial
Accounting Standards Board Accounting Standards Codification ("ASC") 810,
Consolidation. Because we will control PBFX both before and after the Merger
Transaction, the changes in our ownership interest in PBFX resulting from the
Merger Transaction will be accounted for as an equity transaction, and no gain
or loss will be recognized in our Condensed Consolidated Statements of
Operations. In addition, the tax effects of the Merger Transaction will be
recorded as adjustments to other assets, deferred income taxes and additional
paid-in capital consistent with ASC 740, Income Taxes ("ASC 740").

The consideration to the PBFX common unitholders (other than us and our
affiliates) under the Merger Transaction consists of cash and PBF Energy Class A
common stock. The Merger Agreement provides that, if completed, each outstanding
PBFX Public Common Unit will have the right to receive (i) 0.27 shares of PBF
Energy Class A common stock, par value $0.001 per share, (ii) $9.25 in cash,
without interest, (iii) any dividends or other distributions to which the holder
thereof becomes entitled to upon surrender of such outstanding common units held
by an unaffiliated common unitholder in accordance with the Merger Agreement,
and (iv) any cash in lieu of fractional shares of PBF Energy Class A common
stock in accordance with the Merger Agreement. We, as the beneficial owners of
47.7% of PBFX's outstanding common units, have committed to vote such units to
approve the transaction.

The terms of the Merger Transaction were unanimously approved by the Conflicts
Committee and by the PBFX Board (all as defined in "Note 2 - PBF Logistics LP"
of our Notes to Condensed Consolidated Financial Statements), based on the
unanimous approval and recommendation of the Conflicts Committee, which is
comprised entirely of independent directors. Upon closing, PBFX will become our
indirect wholly-owned subsidiary.

The Merger Transaction is subject to customary closing conditions and the
approval of the PBFX common unitholders (including PBF Energy). The transaction
is expected to close in the fourth quarter of 2022, however there can be no
assurance that the Merger Transaction will be consummated in the anticipated
timeframe, on the contemplated terms or at all.

Market Developments



We continue to adjust our operational plans to the evolving market conditions
and continue to monitor and manage operating expenses through reductions in
discretionary activities and third-party services. Market conditions currently
include high crude oil prices, tight domestic supplies and elevated refining
margins as a result of sustained increases in demand, coupled with global supply
disruption related to sanctions imposed on Russia for its invasion of Ukraine.

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Renewable Diesel Project



We continue to advance our project for a renewable fuels production facility
co-located at our Chalmette refinery (the "Renewable Diesel Project"). The
project incorporates certain idled assets at the refinery, including an idle
hydrocracker, along with a newly-constructed pre-treatment unit to establish a
20,000 barrel per day renewable diesel production facility. During the third
quarter of 2022, we invested approximately $103.0 million in capital to progress
and incubate the project with the goal of being in production in the first half
of 2023. Concurrent with our activities to progress the project, we are
continuing discussions with potential strategic and financial partners.

Factors Affecting Comparability Between Periods



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

Debt and Credit Facilities

Senior Notes



PBFX's 6.875% senior notes (the "PBFX 2023 Senior Notes") are due May 2023 and
are classified as Current debt as of September 30, 2022 within our Condensed
Consolidated Balance Sheet.

During the three months ended September 30, 2022, we exercised our rights under
the indenture governing the 9.25% senior secured notes due 2025 (the "2025
Senior Secured Notes") to redeem all of the outstanding 2025 Senior Secured
Notes at a price of 104.625% of the aggregate principal amount thereof plus
accrued and unpaid interest. The aggregate redemption price for all 2025 Senior
Secured Notes approximated $1.3 billion plus accrued and unpaid interest. The
difference between the carrying value of the 2025 Senior Secured Notes on the
date they were redeemed and the amount for which they were redeemed was
$69.9 million and was recorded as a loss on extinguishment of debt in the
Consolidated Statements of Operations.

During the nine months ended September 30, 2022, we made a number of open market
repurchases of our 6.00% senior unsecured notes due 2028 (the "2028 Senior
Notes") and 7.25% senior unsecured notes due 2025 (the "2025 Senior Notes") that
resulted in the extinguishment of $24.9 million in principal of the 2028 Senior
Notes and $5.0 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
$25.9 million and we recognized a $3.8 million gain on the extinguishment of
debt during the nine months ended September 30, 2022.

During the three months ended September 30, 2021, we made a number of open
market purchases of our 2028 Senior Notes and our 2025 Senior Notes that
resulted in the extinguishment of $117.7 million in principal of the 2028 Senior
Notes and $35.0 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
$90.9 million and we recognized a $60.3 million gain on the extinguishment of
debt during the three and nine months ended September 30, 2021.

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Revolving Credit Facility



On May 25, 2022, we entered into an amendment of our existing asset-based
revolving credit agreement (the "Revolving Credit Agreement"). Among other
things, the Revolving Credit Agreement amended and extended PBF Holding's
asset-based revolving credit facility (the "Revolving Credit Facility") through
January 2025 and increased the maximum commitment to $4.3 billion through May
2023 (currently set to adjust to $2.75 billion in May 2023 through January
2025). The amendments also redefine certain components of the Borrowing Base (as
defined in the Revolving Credit Agreement) to reflect the existence of the two
tranches, tranche A which is comprised of existing lenders who have not elected
to extend and whose commitments retain the existing maturity date under the
existing revolving credit agreement of May 2, 2023 (the "Tranche A Commitments")
and tranche B, which is comprised of existing and new lenders whose commitments
have an extended maturity date of January 31, 2025 (the "Tranche B
Commitments"). The Tranche A Commitments total $1.55 billion and the Tranche B
Commitments total $2.75 billion. The amendments also include changes to
incorporate the adoption of Secured Overnight Financing Rate ("SOFR") as a
replacement of the London Interbank Offered Rate ("LIBOR"), changes to joint
lead arrangers, bookrunners, syndication agents and other titles, and other
changes related to the foregoing. In addition, an accordion feature allows for
additional Tranche B Commitments of up to an additional $500.0 million plus an
amount equal to the Tranche A Commitments for existing Tranche A lenders.

During the nine months ended September 30, 2022, we made net repayments of
$900.0 million on the Revolving Credit Facility, resulting in no outstanding
borrowings as of September 30, 2022. There was $900.0 million of outstanding
borrowings under the Revolving Credit Facility as of December 31, 2021.

PBFX Revolving Credit Facility



During the nine months ended September 30, 2022, PBFX made net repayments of
$100.0 million on the PBFX five-year, $500.0 million amended and restated
revolving credit facility (the "PBFX Revolving Credit Facility"), resulting in
no outstanding borrowings as of September 30, 2022. There was $100.0 million of
outstanding borrowings under the PBFX Revolving Credit Facility as of
December 31, 2021.

Catalyst Financing Obligations

During the three months ended September 30, 2022 and September 30, 2021, we settled certain of our precious metals financing arrangements, which represented a reduction of debt of approximately $37.3 million and $18.5 million, respectively.

Tax Receivable Agreement



As of September 30, 2022, PBF Energy recognized a liability for the Tax
Receivable Agreement of $336.4 million ($48.3 million as of December 31, 2021)
reflecting the estimate of the undiscounted amounts that the Company expected to
pay under the agreement, net of the impact of a deferred tax asset valuation
allowance recognized in accordance with ASC 740. 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. As of September 30,
2021, there was zero liability recognized related to the Tax Receivable
Agreement.

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Results of Operations

The tables below reflect our consolidated financial and operating highlights for
the three and nine months ended September 30, 2022 and 2021 (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 are
eliminated in consolidation.

PBF Energy Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Revenues $ 12,764.6 $

7,186.7 $ 35,984.0 $ 19,009.4 Cost and expenses: Cost of products and other

                        10,417.3            6,374.7                  30,004.0            16,666.4
Operating expenses (excluding depreciation and
amortization expense as reflected below)             646.0              530.5                   1,904.0             1,495.6
Depreciation and amortization expense                128.1              112.8                     366.5               338.5
Cost of sales                                     11,191.4            7,018.0                  32,274.5            18,500.5
General and administrative expenses (excluding
depreciation and amortization expense as
reflected below)                                     168.2               64.1                     374.9               166.9
Depreciation and amortization expense                  2.0                3.4                       5.8                10.1
Change in fair value of contingent
consideration                                          3.0                0.1                     130.9                26.2

Loss (gain) on sale of assets                            -                0.2                       0.3                (0.4)
Total cost and expenses                           11,364.6            7,085.8                  32,786.4            18,703.3
Income from operations                             1,400.0              100.9                   3,197.6               306.1
Other income (expense):
Interest expense, net                                (52.7)             (82.0)                   (216.6)             (243.1)
Change in Tax Receivable Agreement liability          (1.7)                 -                    (288.2)                  -
Change in fair value of catalyst obligations          (2.6)              17.8                      (0.3)               13.6
(Loss) gain on extinguishment of debt                (69.9)              60.3                     (66.1)               60.3
Other non-service components of net periodic
benefit cost                                           2.2                2.0                       6.6                 5.9
Income before income taxes                         1,275.3               99.0                   2,633.0               142.8
Income tax expense                                   191.1               20.3                     316.3                16.4
Net income                                         1,084.2               78.7                   2,316.7               126.4
Less: net income attributable to
noncontrolling interests                              27.8               19.6                      77.7                60.7
Net income attributable to PBF Energy Inc.
stockholders                                   $   1,056.4          $

59.1 $ 2,239.0 $ 65.7 Consolidated gross margin

$   1,573.2          $

168.7 $ 3,709.5 $ 508.9 Gross refining margin (1)

$   2,262.1          $   727.5          $        5,721.0          $  2,089.0
Net income available to Class A common stock
per share:
Basic                                          $      8.65          $    0.49          $          18.46          $     0.55
Diluted                                        $      8.40          $    0.49          $          18.03          $     0.54

(1) See Non-GAAP Financial Measures.


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PBF LLC                                        Three Months Ended September 30,            Nine Months Ended September 30,
                                                    2022                2021                  2022                   2021
Revenues                                       $  12,764.6          $

7,186.7 $ 35,984.0 $ 19,009.4 Cost and expenses: Cost of products and other

                        10,417.3            6,374.7                  30,004.0            16,666.4
Operating expenses (excluding depreciation and
amortization expense as reflected below)             646.0              530.5                   1,904.0             1,495.6
Depreciation and amortization expense                128.1              112.8                     366.5               338.5
Cost of sales                                     11,191.4            7,018.0                  32,274.5            18,500.5
General and administrative expenses (excluding
depreciation and amortization expense as
reflected below)                                     167.3               63.7                     373.2               165.3
Depreciation and amortization expense                  2.0                3.4                       5.8                10.1
Change in fair value of contingent
consideration                                          3.0                0.1                     130.9                26.2

Loss (gain) on sale of assets                            -                0.2                       0.3                (0.4)
Total cost and expenses                           11,363.7            7,085.4                  32,784.7            18,701.7
Income from operations                             1,400.9              101.3                   3,199.3               307.7
Other income (expense):
Interest expense, net                                (55.7)             (84.8)                   (224.9)             (250.9)
Change in fair value of catalyst obligations          (2.6)              17.8                      (0.3)               13.6
(Loss) gain on extinguishment of debt                (69.9)              60.3                     (66.1)               60.3
Other non-service components of net periodic
benefit cost                                           2.2                2.0                       6.6                 5.9
Income before income taxes                         1,274.9               96.6                   2,914.6               136.6
Income tax expense (benefit)                          10.4               (2.0)                      1.1               (16.9)
Net income                                         1,264.5               98.6                   2,913.5               153.5
Less: net income attributable to
noncontrolling interests                              18.5               18.9                      56.2                60.0
Net income attributable to PBF Energy Company
LLC                                            $   1,246.0          $    79.7          $        2,857.3          $     93.5



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Operating Highlights                         Three Months Ended September

30, Nine Months Ended September 30,


                                                  2022                2021                2022                2021
Key Operating Information
Production (bpd in thousands)                     996.7               867.7               933.7               839.7
Crude oil and feedstocks throughput (bpd in
thousands)                                        984.7               848.3               920.4               823.2
Total crude oil and feedstocks throughput
(millions of barrels)                              90.6                78.0               251.3               224.7
Consolidated gross margin per barrel of
throughput                                   $    17.36            $   2.16          $    14.76            $   2.26
Gross refining margin, excluding special
items, per barrel of throughput (1)          $    24.96            $   9.32          $    22.77            $   6.32
Refinery operating expense, per barrel of
throughput                                   $     6.84            $   6.50          $     7.28            $   6.36

Crude and feedstocks (% of total throughput)
(2)
Heavy                                                31    %             32  %               32    %             34  %
Medium                                               39    %             32  %               35    %             29  %
Light                                                17    %             19  %               19    %             20  %
Other feedstocks and blends                          13    %             17  %               14    %             17  %
Total throughput                                    100    %            100  %              100    %            100  %

Yield (% of total throughput)
Gasoline and gasoline blendstocks                    47    %             52  %               47    %             53  %
Distillates and distillate blendstocks               35    %             29  %               35    %             30  %
Lubes                                                 1    %              1  %                1    %              1  %
Chemicals                                             1    %              2  %                2    %              2  %
Other                                                17    %             18  %               16    %             16  %
Total yield                                         101    %            102  %              101    %            102  %




(1)  See Non-GAAP Financial Measures.

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

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



                                                 Three Months Ended

September


                                                              30,                     Nine Months Ended September 30,
                                                    2022               2021               2022               2021
                                                                (dollars per barrel, except as noted)
Dated Brent crude oil                           $   100.49          $  73.45          $   105.34          $  67.93
West Texas Intermediate (WTI) crude oil         $    91.63          $  70.54          $    98.46          $  65.06
Light Louisiana Sweet (LLS) crude oil           $    94.03          $  71.46          $   100.55          $  66.68
Alaska North Slope (ANS) crude oil              $    98.84          $  72.66          $   102.34          $  67.53
Crack Spreads
Dated Brent (NYH) 2-1-1                         $    37.51          $  18.66          $    38.14          $  16.09
WTI (Chicago) 4-3-1                             $    35.35          $  19.60          $    32.63          $  16.73
LLS (Gulf Coast) 2-1-1                          $    38.75          $  18.13          $    37.77          $  15.40
ANS (West Coast-LA) 4-3-1                       $    46.87          $  21.54          $    44.45          $  19.58
ANS (West Coast-SF) 3-2-1                       $    47.97          $  23.27          $    44.54          $  19.22
Crude Oil Differentials
Dated Brent (foreign) less WTI                  $     8.86          $   2.91          $     6.87          $   2.87
Dated Brent less Maya (heavy, sour)             $    16.10          $   7.26          $    12.81          $   5.93
Dated Brent less WTS (sour)                     $     8.26          $   2.91          $     6.89          $   2.53
Dated Brent less ASCI (sour)                    $    11.22          $   4.79          $     9.55          $   3.58
WTI less WCS (heavy, sour)                      $    22.61          $  13.59          $    18.74          $  13.00
WTI less Bakken (light, sweet)                  $    (4.77)         $  (0.48)         $    (4.08)         $   0.07
WTI less Syncrude (light, sweet)                $    (6.30)         $   2.47          $    (3.54)         $   1.66
WTI less LLS (light, sweet)                     $    (2.40)         $  (0.92)         $    (2.08)         $  (1.63)
WTI less ANS (light, sweet)                     $    (7.21)         $  (2.12)         $    (3.88)         $  (2.48)
Natural gas (dollars per MMBTU)                 $     7.95          $

4.32 $ 6.69 $ 3.35

Three Months Ended September 30, 2022 Compared to the Three Months Ended September 30, 2021



Overview- PBF Energy net income was $1,084.2 million for the three months ended
September 30, 2022 compared to a net income of $78.7 million for the three
months ended September 30, 2021. PBF LLC net income was $1,264.5 million for the
three months ended September 30, 2022 compared to a net income of $98.6 million
for the three months ended September 30, 2021. Net income attributable to PBF
Energy was $1,056.4 million, or $8.40 per diluted share, for the three months
ended September 30, 2022 ($8.40 per share on a fully-exchanged, fully-diluted
basis based on adjusted fully-converted net income, or $7.96 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) compared to net income attributable to PBF Energy of $59.1 million, or
$0.49 per diluted share, for the three months ended September 30, 2021 ($0.49
per share on a fully-exchanged, fully-diluted basis based on adjusted
fully-converted net income, or $0.12 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 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 99.3% and 99.2% for the three
months ended September 30, 2022 and September 30, 2021, respectively.

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Our results for the three months ended September 30, 2022 were negatively
impacted by special items consisting of a pre-tax loss on extinguishment of debt
associated with the redemption of our 2025 Senior Secured Notes of $69.9
million, or $51.8 million net of tax, a change in fair value of the contingent
consideration of $3.0 million, or $2.2 million net of tax, primarily related to
our earn-out obligation associated with the acquisition of the Martinez refinery
and logistic assets (the "Martinez Contingent Consideration"), and pre-tax
charges associated with the change in the Tax Receivable Agreement liability of
$1.7 million, or $1.3 million net of tax, partially offset by a $110.4 million
tax benefit associated with the remeasurement of certain deferred tax assets.
Our results for the three months ended September 30, 2021 were positively
impacted by a pre-tax gain on the extinguishment of debt associated with the
repurchase of a portion of our 2028 Senior Notes and our 2025 Senior Notes of
$60.3 million, or $44.3 million net of tax and a $1.4 million tax benefit
associated with the remeasurement of certain deferred tax assets, partially
offset by a change in the fair value of the Martinez Contingent Consideration
and contingent consideration related to the PBFX CPI Operations LLC acquisition
(the "PBFX Contingent Consideration") of $0.1 million, or $0.1 million net of
tax.

Excluding the impact of these special items, when comparing our results to the
three months ended September 30, 2021, we experienced an increase in the demand
for our refined products, evidenced by higher throughput volumes and barrels
sold at all of our refineries, as well as overall stronger refining margins due
to favorable movements in crack spreads and crude oil differentials. These
improving metrics have positively impacted our revenues, gross margin and
operating income.

Revenues- Revenues totaled $12.8 billion for the three months ended
September 30, 2022 compared to $7.2 billion for the three months ended
September 30, 2021, an increase of approximately $5.6 billion, or 77.8%.
Revenues per barrel were $126.56 and $83.44 for the three months ended
September 30, 2022 and 2021, respectively, an increase of 51.7% directly related
to higher hydrocarbon commodity prices. For the three months ended September 30,
2022, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast
and West Coast refineries averaged approximately 318,900 bpd, 159,300 bpd,
192,500 bpd and 314,000 bpd, respectively. For the three months ended
September 30, 2021, the total throughput rates at our East Coast, Mid-Continent,
Gulf Coast and West Coast refineries averaged approximately 259,800 bpd, 146,000
bpd, 145,300 bpd and 297,200 bpd, respectively. For the three months ended
September 30, 2022, the total barrels sold at our East Coast, Mid-Continent,
Gulf Coast and West Coast refineries averaged approximately 372,000 bpd, 168,000
bpd, 198,900 bpd and 357,400 bpd, respectively. For the three months ended
September 30, 2021, the total barrels sold at our East Coast, Mid-Continent,
Gulf Coast and West Coast refineries averaged approximately 299,300 bpd, 152,800
bpd, 152,000 bpd and 332,100 bpd, respectively.

The throughput rates at our refineries were higher in the three months ended
September 30, 2022 compared to the same period in 2021. We plan to continue
operating our refineries based on demand and current market conditions. Total
refined product barrels sold were higher than throughput rates, reflecting sales
from inventory as well as sales and purchases of refined products outside our
refineries.

Consolidated Gross Margin- Consolidated gross margin totaled $1,573.2 million
for the three months ended September 30, 2022 compared to $168.7 million for the
three months ended September 30, 2021, an increase of approximately $1,404.5
million. Gross refining margin (as described below in Non-GAAP Financial
Measures) and gross refining margin excluding special items totaled $2,262.1
million, or $24.96 per barrel of throughput for the three months ended
September 30, 2022 compared to $727.5 million, or $9.32 per barrel of throughput
for the three months ended September 30, 2021, an increase of approximately
$1,534.6 million.

During the three months ended September 30, 2022 and September 30, 2021, our
margin calculations were not impacted by special items. Consolidated gross
margin and gross refining margin increased due to favorable movements in certain
crack spreads and crude oil differentials and higher throughput volumes and
barrels sold at all of our refineries.

Additionally, our results continue to be impacted by significant costs to comply
with the Renewable Fuel Standard. Total Renewable Fuel Standard compliance costs
were $297.6 million for the three months ended September 30, 2022 in comparison
to $73.1 million for three months ended months ended September 30, 2021.

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Average industry margins were favorable during the three months ended
September 30, 2022 in comparison to the same period in 2021, primarily due to
increases in regional demand and favorable movements in refining margins as a
result of global supply disruptions.

Favorable movements in 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 $37.51 per barrel, or 101.0% higher, in the three months ended
September 30, 2022, as compared to $18.66 per barrel in the same period in 2021.
Our margins were positively impacted from our refinery specific slate on the
East Coast by strengthening Dated Brent/Maya differential, which increased by
$8.84 per barrel, partially offset by weakened WTI/Bakken differentials, which
decreased by $4.29 per barrel in comparison to the same period in 2021. The
WTI/WCS differential increased to $22.61 per barrel in the three months ended
September 30, 2022 compared to $13.59 in the same period in 2021, which
favorably impacted our cost of heavy Canadian crude.

Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was
$35.35 per barrel, or 80.4% higher, in the three months ended September 30, 2022
as compared to $19.60 per barrel in the same period in 2021. 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 $4.77 per barrel
in the three months ended September 30, 2022, as compared to a premium of $0.48
per barrel in the same period in 2021. Additionally, the WTI/Syncrude
differential averaged a premium $6.30 per barrel during the three months ended
September 30, 2022 as compared to a discount of $2.47 per barrel in the same
period of 2021.

On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $38.75
per barrel, or 113.7% higher, in the three months ended September 30, 2022 as
compared to $18.13 per barrel in the same period in 2021. Margins on the Gulf
Coast were negatively impacted from our refinery specific slate by a weakened
WTI/LLS differential, which averaged a premium of $2.40 per barrel during the
three months ended September 30, 2022 as compared to a premium of $0.92 per
barrel in the same period of 2021.

On the West Coast the ANS (West Coast) 4-3-1 industry crack spread was $46.87
per barrel, or 117.6% higher, in the three months ended September 30, 2022 as
compared to $21.54 per barrel in the same period in 2021. Additionally, the ANS
(West Coast) 3-2-1 industry crack spread was $47.97 per barrel, or 106.1%
higher, in the three months ended September 30, 2022 as compared to $23.27 per
barrel in the same period in 2021. Our margins on the West Coast were negatively
impacted from our refinery specific slate by weakened WTI/ANS differential,
which averaged a premium of $7.21 per barrel during the three months ended
September 30, 2022 as compared to a premium of $2.12 per barrel in the same
period of 2021.

Operating Expenses- Operating expenses totaled $646.0 million for the three
months ended September 30, 2022 compared to $530.5 million for the three months
ended September 30, 2021, an increase of $115.5 million, or 21.8%. Of the total
$646.0 million of operating expenses for the three months ended September 30,
2022, $620.1 million, or $6.84 per barrel of throughput, related to expenses
incurred by the Refining segment, while the remaining $25.9 million related to
expenses incurred by the Logistics segment ($507.6 million, or $6.50 per barrel,
and $22.9 million of operating expenses for the three months ended September 30,
2021 related to the Refining and Logistics segments, respectively). The increase
in operating expenses was mainly attributable to increases in natural gas
volumes and price across our refineries when compared to the same period in
2021. Additionally, we experienced higher outside services, maintenance and
operational costs due to increased production. Operating expenses related to our
Logistics segment also increased as a result of increased maintenance activity.

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General and Administrative Expenses- General and administrative expenses totaled
$168.2 million for the three months ended September 30, 2022 compared to $64.1
million for the three months ended September 30, 2021, an increase of
approximately $104.1 million or 162.4%. The increase in general and
administrative expenses for the three months ended September 30, 2022 in
comparison to the three months ended September 30, 2021 is primarily related to
higher employee-related expenses, including the recognition of incentive
compensation for our non-executive employees. Our general and administrative
expenses are comprised of personnel, facilities and other infrastructure costs
necessary to support our refineries and related logistics assets.

Loss on Sale of Assets- There was no gain or loss on the sale of assets for the
three months ended September 30, 2022. There was a loss on the sale of assets of
$0.2 million for the three months ended September 30, 2021, related to the sale
of non-operating refinery assets.

Depreciation and Amortization Expense- Depreciation and amortization expense
totaled $130.1 million for the three months ended September 30, 2022 (including
$128.1 million recorded within Cost of sales) compared to $116.2 million for the
three months ended September 30, 2021 (including $112.8 million recorded within
Cost of sales), an increase of $13.9 million. The increase was a result of a
general increase to our fixed asset base due to capital projects and turnarounds
completed since the third quarter of 2021.

Change in Fair Value of Contingent Consideration- Change in fair value of
contingent consideration represented a loss of $3.0 million for the three months
ended September 30, 2022 in comparison to a loss of $0.1 million for the three
months ended September 30, 2021. These losses were primarily related to the
changes in estimated fair value of the Martinez Contingent Consideration.

Change in Fair Value of Catalyst Obligations- Change in fair value of catalyst
obligations represented a loss of $2.6 million for the three months ended
September 30, 2022 compared to a gain of $17.8 million for the three months
ended September 30, 2021. These losses and gains 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.

(Loss) Gain on Extinguishment of Debt- Loss on the extinguishment of debt of
$69.9 million incurred in the three months ended September 30, 2022 relates to
the redemption of the outstanding 2025 Senior Secured Notes. There was a gain on
extinguishment of debt of $60.3 million related to the repurchase of a portion
of our 2028 Senior Notes and 2025 Senior Notes in the same period of 2021.

Change in Tax Receivable Agreement Liability- Change in the Tax Receivable
Agreement liability for the three months ended September 30, 2022 represented a
charge of $1.7 million. There was no change in the Tax Receivable Agreement
liability for the three months ended September 30, 2021. This charge was
primarily the result of the payments made or expected to be made in connection
with the Tax Receivable Agreement liability.

Interest Expense, net- PBF Energy interest expense totaled $52.7 million for the
three months ended September 30, 2022 compared to $82.0 million for the three
months ended September 30, 2021, a decrease of approximately $29.3 million. The
net decrease is mainly attributed to the redemption of the 2025 Senior Secured
Notes during the third quarter of 2022, as well as a lower outstanding balance
on our revolving credit facilities as of September 30, 2022. 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 $55.7
million and $84.8 million for the three months ended September 30, 2022 and
September 30, 2021, respectively (inclusive of $3.0 million and $2.8 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 L.L.C ("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 Condensed Consolidated Financial Statements based on PBF Energy's
allocable share of PBF LLC's pre-tax income or loss, which was approximately
99.3% and 99.2%, on a weighted-average basis for the three months ended
September 30, 2022 and September 30, 2021, respectively. PBF Energy's Condensed
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, excluding the impact of noncontrolling interests, for the
three months ended September 30, 2022 and September 30, 2021 was 15.3% and
25.6%, respectively.

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 Condensed 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 Condensed 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 three months ended
September 30, 2022 and September 30, 2021 was approximately 0.7% and 0.8%,
respectively. The carrying amount of the noncontrolling interest on our
Condensed 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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Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021



Overview- PBF Energy net income was $2,316.7 million for the nine months ended
September 30, 2022 compared to net income of $126.4 million for the nine months
ended September 30, 2021. PBF LLC net income was $2,913.5 million for the nine
months ended September 30, 2022 compared to net income of $153.5 million for the
nine months ended September 30, 2021. Net income attributable to PBF Energy
stockholders was $2,239.0 million, or $18.03 per diluted share, for the nine
months ended September 30, 2022 ($18.03 per share on a fully-exchanged,
fully-diluted basis based on adjusted fully-converted net income, or $19.03 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), compared to net income attributable to PBF Energy
stockholders of $65.7 million, or $0.54 per diluted share, for the nine months
ended September 30, 2021 ($0.54 per share on a fully-exchanged, fully-diluted
basis based on adjusted fully-converted net income, or $(3.75) 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% for the nine
months ended September 30, 2022 and 2021.

Our results for the nine months ended September 30, 2022 were negatively
impacted by special items consisting of pre-tax charges associated with the
change in the Tax Receivable Agreement liability of $288.2 million, or $213.6
million net of tax, a change in fair value of contingent consideration of $130.9
million, or $97.0 million net of tax, primarily related to the Martinez
Acquisition, and a net loss on the extinguishment of debt mainly associated with
the redemption of our 2025 Senior Secured Notes of $66.1 million, or $49.0
million net of tax, partially offset by a $233.8 million tax benefit associated
with the remeasurement of certain deferred tax assets. Our results for the nine
months ended September 30, 2021 were positively impacted by special items
consisting of a non-cash, pre-tax LCM inventory adjustment of approximately
$669.6 million, or $491.5 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 $60.3 million, or $44.3 million net of
tax, and a $3.8 million tax benefit associated with the remeasurement of certain
deferred tax assets, offset by a change in the fair value of the Martinez
Contingent Consideration of $26.2 million, or $19.2 million net of tax.

Excluding the impact of these special items, when comparing our results to the
nine months ended September 30, 2021, we experienced an increase in the demand
for our refined products, evidenced by higher throughput volumes and barrels
sold at all of our refineries, as well as overall stronger refining margins due
to favorable movements in crack spreads and crude oil differentials. These
improving metrics have positively impacted our revenues, gross margin and
operating income.

Revenues- Revenues totaled $36.0 billion for the nine months ended September 30,
2022 compared to $19.0 billion for the nine months ended September 30, 2021, an
increase of approximately $17.0 billion, or 89.5%. Revenues per barrel were
$127.56 and $76.95 for the nine months ended September 30, 2022 and 2021,
respectively, an increase of 65.8% directly related to higher hydrocarbon
commodity prices. For the nine months ended September 30, 2022, the total
throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast
refineries averaged approximately 291,600 bpd, 152,600 bpd, 185,200 bpd and
291,000 bpd, respectively. For the nine months ended September 30, 2021, the
total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West
Coast refineries averaged approximately 250,900 bpd, 138,000 bpd, 158,000 bpd
and 276,300 bpd, respectively. For the nine months ended September 30, 2022,
total barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast
refineries averaged approximately 343,600 bpd, 158,500 bpd, 196,300 bpd and
334,900 bpd, respectively. For the nine months ended September 30, 2021, total
barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast
refineries averaged approximately 285,700 bpd, 144,100 bpd, 165,800 bpd and
309,400 bpd, respectively.

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Overall the throughput rates were higher in the nine months ended September 30,
2022 compared to the same period in 2021, despite turnaround activity at several
refineries during the nine months ended September 30, 2022. We plan to continue
operating our refineries based on demand and current market conditions. Total
refined product barrels sold were higher than throughput rates, reflecting sales
from inventory as well as sales and purchases of refined products outside our
refineries.

Consolidated Gross Margin- Consolidated gross margin totaled $3,709.5 million
for the nine months ended September 30, 2022, compared to $508.9 million for the
nine months ended September 30, 2021, an increase of approximately $3,200.6
million. Gross refining margin (as described below in Non-GAAP Financial
Measures) totaled $5,721.0 million, or $22.77 per barrel of throughput for the
nine months ended September 30, 2022 compared to $2,089.0 million, or $9.30 per
barrel of throughput for the nine months ended September 30, 2021, an increase
of approximately $3,632.0 million. Gross refining margin excluding special items
totaled $5,721.0 million or $22.77 per barrel of throughput for the nine months
ended September 30, 2022 compared to $1,419.4 million or $6.32 per barrel of
throughput for the nine months ended September 30, 2021, an increase of $4,301.6
million.

During the nine months ended September 30, 2022, our margin calculations were
not impacted by special items. Consolidated gross margin and gross refining
margin increased due to favorable movements in certain crack spreads and crude
oil differentials and higher throughput volumes and barrels sold at all of our
refineries. For the nine months ended September 30, 2021, special items
impacting our margin calculations included a non-cash LCM inventory benefit of
approximately $669.6 million on a net basis, resulting from an increase in crude
oil and refined product prices from the year ended 2020 to the end of the third
quarter of 2021.

Additionally, our results continue to be impacted by significant costs to comply
with the Renewable Fuel Standard. Total Renewable Fuel Standard compliance costs
were $924.7 million for the nine months ended September 30, 2022 in comparison
to $653.8 million for the nine months ended September 30, 2021.

Average industry margins were favorable during the nine months ended
September 30, 2022 in comparison to the same period in 2021, primarily due to
varying timing and extent of the impacts of the COVID-19 pandemic on regional
demand and commodity prices, in addition to increased refining margins as a
result of global supply disruptions.

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

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was
approximately $38.14 per barrel, or 137.0% higher, in the nine months ended
September 30, 2022, as compared to $16.09 per barrel in the same period in 2021.
Our margins were impacted from our refinery specific slate on the East Coast by
strengthened Dated Brent/Maya differentials, which increased by $6.88 per
barrel, slightly offset by weakened WTI/Bakken differentials, which decreased
by $4.15 per barrel, in comparison to the same period in 2021. The WTI/WCS
differential increased to $18.74 per barrel in the nine months ended
September 30, 2022 compared to $13.00 in the same period in 2021, which
favorably impacted our cost of heavy Canadian crude.

Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread
was $32.63 per barrel, or 95.0% higher, in the nine months ended September 30,
2022 as compared to $16.73 per barrel in the same period in 2021. Our margins
were negatively impacted from our refinery specific slate in the Mid-Continent
by a decreasing WTI/Bakken differential and WTI/Syncrude differential, which
decreased by $4.15 per barrel and $5.20 per barrel, respectively.

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On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $37.77
per barrel, or 145.3% higher, in the nine months ended September 30, 2022 as
compared to $15.40 per barrel in the same period in 2021. Margins on the Gulf
Coast were negatively impacted from our refinery specific slate by a weakened
WTI/LLS differential, which averaged a premium of $2.08 per barrel during the
nine months ended September 30, 2022 as compared to a premium of $1.63 per
barrel in the same period of 2021.

On the West Coast, the ANS (West Coast) 4-3-1 industry crack spread was $44.45
per barrel, or 127.0% higher, in the nine months ended September 30, 2022 as
compared to $19.58 per barrel in the same period in 2021. Additionally (West
Coast) 3-2-1 industry crack spread was $44.54 per barrel, or 131.7% higher, in
the nine months ended September 30, 2022 as compared to $19.22 per barrel in the
same period in 2021. Our margins on the West Coast were negatively impacted from
our refinery specific slate by a weakening WTI/ANS differential, which averaged
a premium of $3.88 per barrel during the nine months ended September 30, 2022 as
compared to a premium of $2.48 per barrel in the same period of 2021.

Operating Expenses- Operating expenses totaled $1,904.0 million for the nine
months ended September 30, 2022 compared to $1,495.6 million for the nine months
ended September 30, 2021, an increase of approximately $408.4 million, or 27.3%.
Of the total $1,904.0 million of operating expenses for the nine months ended
September 30, 2022, $1,829.5 million or $7.28 per barrel of throughput, related
to expenses incurred by the Refining segment, while the remaining $74.5 million
related to expenses incurred by the Logistics segment ($1,430.1 million or $6.36
per barrel of throughput, and $65.5 million of operating expenses for the nine
months ended September 30, 2021 related to the Refining and Logistics segments,
respectively). The increase in operating expenses was mainly attributable to
increases in natural gas volumes and price across our refineries when compared
to the same period in 2021. Additionally, we experienced higher outside
services, maintenance and operational costs due to increased production.

General and Administrative Expenses- General and administrative expenses totaled
$374.9 million for the nine months ended September 30, 2022 compared to $166.9
million for the nine months ended September 30, 2021, an increase of
approximately $208.0 million or 124.6%. The increase in general and
administrative expenses for the nine months ended September 30, 2022 in
comparison to the nine months ended September 30, 2021 primarily related to
higher employee-related expenses, certain of which includes the recognition of
incentive compensation for our non-executive employees. Our general and
administrative expenses are comprised of personnel, facilities and other
infrastructure costs necessary to support our refineries and related logistics
assets.

Loss (Gain) on Sale of Assets- There was a loss of $0.3 million and a gain of $0.4 million for the nine months ended September 30, 2022 and September 30, 2021, respectively, related primarily to the sale of non-operating refinery assets.



Depreciation and Amortization Expense- Depreciation and amortization expense
totaled $372.3 million for the nine months ended September 30, 2022 (including
$366.5 million recorded within Cost of sales) compared to $348.6 million for the
nine months ended September 30, 2021 (including $338.5 million recorded within
Cost of sales), an increase of approximately $23.7 million. The increase was a
result of a general increase in our fixed asset base due to capital projects and
turnarounds completed since the third quarter of 2021.

Change in Fair Value of Contingent Consideration- Change in fair value of
contingent consideration represented a loss of $130.9 million and $26.2 million
for the nine months ended September 30, 2022 and September 30, 2021,
respectively. These losses were primarily related to the changes in estimated
fair value of the Martinez Contingent Consideration.

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Change in Tax Receivable Agreement Liability- Change in the Tax Receivable
Agreement liability for the nine months ended September 30, 2022 represented a
charge of $288.2 million. There was no change in the Tax Receivable Agreement
liability for the nine months ended September 30, 2021. This charge was
primarily the result of changes in the 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.

Change in Fair Value of Catalyst Obligations- Change in fair value of catalyst
obligations represented a loss of $0.3 million for the nine months ended
September 30, 2022 compared to a gain of $13.6 million for the nine months ended
September 30, 2021. These losses and gains 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.

(Loss) Gain on Extinguishment of Debt- Loss on the extinguishment of debt of
$66.1 million incurred in the nine months ended September 30, 2022 relates to
the redemption of all of the outstanding 2025 Senior Secured Notes, slightly
offset by a gain related to the repurchase of a portion of our 2028 Senior Notes
and 2025 Senior Notes, compared to a gain on the extinguishment of debt of $60.3
million in the nine months ended September 30, 2021 related to the repurchase of
a portion of our 2028 Senior Notes and 2025 Senior Notes.

Interest Expense, net- PBF Energy interest expense totaled $216.6 million for
the nine months ended September 30, 2022 compared to $243.1 million for the nine
months ended September 30, 2021, a decrease of approximately $26.5 million. The
net decrease is mainly attributed to the redemption of the 2025 Senior Secured
Notes during the third quarter of 2022, as well as a lower outstanding balance
on our revolving credit facilities as of September 30, 2022. 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
$224.9 million and $250.9 million for the nine months ended September 30, 2022
and 2021, respectively (inclusive of $8.3 million and $7.8 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 our Canadian subsidiary, 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 Condensed Consolidated
Financial Statements based on PBF Energy's allocable share of PBF LLC's pre-tax
income or loss, which was approximately 99.2%, on a weighted-average basis for
both the nine months ended September 30, 2022 and September 30, 2021. PBF
Energy's Condensed 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, excluding the impact of noncontrolling interests,
for the nine months ended September 30, 2022 and September 30, 2021 was 12.4%
and 20.0%, respectively.

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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 Condensed 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 Condensed 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 both the nine months ended
September 30, 2022 and 2021 was approximately 0.8%. The carrying amount of the
noncontrolling interest on our Condensed 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 accounting principles generally accepted in the United States of
America ("GAAP"), and our calculations thereof may not be comparable to
similarly entitled measures reported by other companies. 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, loss (gain) on
extinguishment of debt, and net tax benefit on remeasurement of deferred tax
assets. 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 initial public offering ("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.

70
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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 three and nine months
ended September 30, 2022 and 2021 (in millions, except share and per share
amounts):

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Net income attributable to PBF Energy Inc.
stockholders $ 1,056.4

$ 59.1 $ 2,239.0 $ 65.7 Less: Income allocated to participating securities

              -                     -                          -                      -

Income available to PBF Energy Inc. stockholders - basic

                                                     1,056.4                  59.1                    2,239.0                   65.7
Add: Net income attributable to noncontrolling
interest (1)                                                  9.2                   0.7                       21.4                    0.7
Less: Income tax expense (2)                                 (2.3)                 (0.2)                      (5.5)                  (0.2)
Adjusted fully-converted net income                $      1,063.3

$ 59.6 $ 2,254.9 $ 66.2 Special Items: (3) Add: Non-cash LCM inventory adjustment

                          -                     -                          -                 (669.6)
Add: Change in fair value of contingent
consideration                                                 3.0                   0.1                      130.9                   26.2

Add: Loss (gain) on extinguishment of debt                   69.9                 (60.3)                      66.1                  (60.3)
Add: Change in Tax Receivable Agreement liability             1.7                     -                      288.2                      -

Add: Net tax benefit on remeasurement of deferred
tax assets                                                 (110.4)                 (1.4)                    (233.8)                  (3.8)
Add: Recomputed income tax on special items                 (19.4)                 16.0                     (125.7)                 187.2
Adjusted fully-converted net income (loss)
excluding special items                            $      1,008.1

$ 14.0 $ 2,380.6 $ (454.1) Weighted-average shares outstanding of PBF Energy Inc.

                                                  122,113,570           120,268,046                121,299,726            120,230,369
Conversion of PBF LLC Series A Units (4)                  910,457               994,192                    920,529                989,314
Common stock equivalents (5)                            3,561,782                91,851                  2,872,678                387,524
Fully-converted shares outstanding-diluted            126,585,809           121,354,089                125,092,933            121,607,207
Diluted net income per share                       $         8.40          $       0.49          $           18.03          $        0.54

Adjusted fully-converted net income per fully exchanged, fully diluted shares outstanding (5) $ 8.40 $ 0.49 $

           18.03          $        0.54

Adjusted fully-converted net income (loss) excluding special items per fully exchanged, fully diluted shares outstanding (3) (5)

                 $         7.96          $       0.12          $           19.03          $       (3.75)

----------

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):

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Latest news about PBF Energy Inc.

Elliott weighs Citgo bid as creditor group eyes Conoco for own offer	Apr. 18	RE
Wells Fargo Adjusts Price Target on PBF Energy to $71 From $65, Maintains Overweight Rating	Apr. 11	MT
Piper Sandler Raises Price Target on PBF Energy to $61 From $50, Maintains Neutral Rating	Apr. 05	MT
JPMorgan Adjust Price Target on PBF Energy to $59 From $54, Keeps Overweight Rating	Apr. 01	MT
Pbf Energy Insider Sold Shares Worth $571,500, According to a Recent SEC Filing	Mar. 27	MT
North American Morning Briefing : Tech in Focus on -2-	Mar. 25	DJ
Mizuho Securities Downgrades PBF Energy to Neutral From Buy, Price Target is $58	Mar. 22	MT
Pbf Energy Insider Sold Shares Worth $2,234,600, According to a Recent SEC Filing	Mar. 21	MT
Wells Fargo Adjusts Price Target on PBF Energy to $65 From $64, Maintains Overweight Rating	Mar. 20	MT
PBF Energy Insider Sold Shares Worth $2,202,922, According to a Recent SEC Filing	Mar. 18	MT
North American Morning Briefing : Investors -2-	Mar. 18	DJ
JPMorgan Trims Price Target on PBF Energy to $54 From $55, Keeps Overweight Rating	Feb. 20	MT
Analysis-US refinery M&A stalls as buyers shun aging assets, uncertain future	Feb. 16	RE
Sector Update: Energy Stocks Rise Pre-Bell Thursday	Feb. 15	MT
Exchange-Traded Funds, Equity Futures Higher Pre-Bell Thursday on Hopes of Encouraging Economic Data Ahead	Feb. 15	MT
Transcript : PBF Energy Inc., Q4 2023 Earnings Call, Feb 15, 2024	Feb. 15
PBF Energy's Q4 Swings to Adjusted Loss, Revenue Falls; Approves Additional $750 Million for Buyback	Feb. 15	MT
Tranche Update on PBF Energy Inc.'s Equity Buyback Plan announced on December 12, 2022.	Feb. 15	CI
PBF Energy Inc. Reports Earnings Results for the Full Year Ended December 31, 2023	Feb. 15	CI
PBF Energy Inc. Provides Production Guidance for the First Quarter and Full Year of 2024	Feb. 15	CI
Refiner PBF Energy reports fourth-quarter loss	Feb. 15	RE
Earnings Flash (PBF) PBF ENERGY Posts Q4 Revenue $9.14B, vs. Street Est of $8.65B	Feb. 15	MT
PBF Energy Inc. Reports Earnings Results for the Fourth Quarter Ended December 31, 2023	Feb. 15	CI
PBF Energy Inc. Announces Quarterly Dividend, Payable on March 14, 2024	Feb. 15	CI
Futures tepid ahead of economic data	Feb. 15	RE

Chart PBF Energy Inc.

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Company Profile

PBF Energy Inc. is an independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. The Company sells its products throughout the Northeast, Midwest, Gulf Coast and West Coast of the United States, as well as in other regions of the United States, Canada and Mexico and are able to ship products to other international destinations. The Company operates through two business segments: Refining and Logistics. Its Refining segment includes the operations of its six refineries, which produces unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. The Companyâs Logistics segment includes PBF Logistics LP (PBFX), a partnership, formed to own or lease, operate, develop and acquire crude oil and refined products terminals, pipelines, storage facilities and similar logistics assets.

Sector

Oil & Gas Refining and Marketing

Calendar

2024-04-30 - Annual General Meeting

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Russell 2000

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Ratings for PBF Energy Inc.

Trading Rating

Investor Rating

ESG Refinitiv

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Analysts' Consensus

Sell

Buy

Mean consensus

OUTPERFORM

Number of Analysts

Last Close Price

57.18 USD

Average target price

58.23 USD

Spread / Average Target

+1.84%

Consensus

EPS Revisions

Estimates Revisions

Quarterly earnings - Rate of surprise

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Sector Other Oil & Gas Refining and Marketing

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