8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): July 1, 2016

PBF ENERGY INC.

PBF HOLDING COMPANY LLC

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-35764	45-3763855
Delaware	333-186007	27-2198168
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

One Sylvan Way, Second Floor

Parsippany, New Jersey 07054

(Address of the Principal Executive Offices) (Zip Code)

(973) 455-7500

(Registrant’s Telephone Number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K Filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

As reported in a Current Report on Form 8-K filed by PBF Energy Inc. (“PBF Energy”) and PBF Holding Company LLC (“PBF Holding”) on July 5, 2016 (the “Original Filing”), PBF Holding completed the acquisition of the Torrance refinery, and related logistics assets (collectively, the "Torrance Acquisition"), on July 1, 2016.

This amendment is being filed to amend Item 9.01 Financial Statements and Exhibits of the Original Filing, to provide certain audited and unaudited financial statements related to the Torrance Acquisition and related unaudited pro forma financial information of PBF Energy and PBF Holding.

Item 9.01.    Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

Audited combined financial statements of Torrance Refinery & Associated Logistics Business comprised of the combined balance sheets as of December 31, 2015, 2014 and 2013, and the related combined statements of income, changes in net parent investment and cash flows for the years then ended, and the related notes to the combined financial statements, copies of which are filed as Exhibit 99.1 hereto.

Unaudited condensed combined financial statements of Torrance Refinery & Associated Logistics Business comprised of the condensed combined balance sheet as of June 30, 2016 and the related condensed combined statements of operations, changes in net parent investment and cash flows for the six months ended June 30, 2016 and June 30, 2015, and the related notes to the unaudited condensed combined financial statements, copies of which are filed as Exhibit 99.2 hereto.

(b) Pro Forma Financial Information

Unaudited pro forma consolidated financial statements of PBF Holding as of and for the six months ended June 30, 2016 and for the year ended December 31, 2015, copies of which are filed as Exhibit 99.3 hereto.

Unaudited pro forma consolidated financial statements of PBF Energy as of and for the six months ended June 30, 2016 and for the year ended December 31, 2015, copies of which are filed as Exhibit 99.4 hereto.

(d) Exhibits

Exhibit No.	Description
23.1	Consent of PricewaterhouseCoopers LLP.
99.1	Historical audited combined financial statements of Torrance Refinery & Associated Logistics Business as of and for the years ended December 31, 2015, 2014 and 2013.
99.2	Historical unaudited condensed combined financial statements of Torrance Refinery & Associated Logistics Business as of and for the six months ended June 30, 2016.
99.3	Unaudited pro forma consolidated financial statements of PBF Holding as of and for the six months ended June 30, 2016 and for the year ended December 31, 2015.
99.4	Unaudited pro forma consolidated financial statements of PBF Energy as of and for the six months ended June 30, 2016 and for the year ended December 31, 2015.

SIGNATURES

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

Dated:	September 13, 2016
		PBF Energy Inc.
		(Registrant)
		By:	/s/ Trecia Canty
		Name:	Trecia Canty
		Title:	Senior Vice President, General Counsel

Dated:	September 13, 2016
		PBF Holding Company LLC
		(Registrant)
		By:	/s/ Trecia Canty
		Name:	Trecia Canty
		Title:	Senior Vice President, General Counsel

EXHIBIT INDEX

Exhibit No.	Description
23.1	Consent of PricewaterhouseCoopers LLP.
99.1	Historical audited combined financial statements of Torrance Refinery & Associated Logistics Business as of and for the years ended December 31, 2015, 2014 and 2013.
99.2	Historical unaudited condensed combined financial statements of Torrance Refinery & Associated Logistics Business as of and for the six months ended June 30, 2016.
99.3	Unaudited pro forma consolidated financial statements of PBF Holding as of and for the six months ended June 30, 2016 and for the year ended December 31, 2015.
99.4	Unaudited pro forma consolidated financial statements of PBF Energy as of and for the six months ended June 30, 2016 and for the year ended December 31, 2015.

EX-23.1

Exhibit 23.1

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Registration Statements on (i) Form S-3 (No. 333-193210), (ii) Form S-8 (Nos. 333-185968, 333-187179 and 333-211098) and (iii) Post-Effective Amendment No. 1 to Registration Statement (No. 333-190725) on Form S-3of PBF Energy Inc. of our report dated June 24, 2016 relating to the combined financial statements of Torrance Refinery & Associated Logistics Business, which appears in this Current Report on Form 8-K/A of PBF Energy Inc. and PBF Holding Company LLC.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

September 13, 2016

EX-99.1

Exhibit 99.1

Torrance Refinery & Associated Logistics Business

Combined Financial Statements as of and for the

years ended December 31, 2015, 2014 and 2013

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Torrance Refinery & Associated Logistics Business            

Index

____________________________________________________________________________

	Page(s)
Independent Auditor’s Report	1 - 2
Combined Balance Sheets	3
Combined Statements of Income	4
Combined Statements of Changes in Net Parent Investment	5
Combined Statements of Cash Flows	6
Notes to the Combined Financial Statements	7 - 16

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Independent Auditor's Report

To Members of Management of Exxon Mobil Corporation:

We have audited the accompanying combined financial statements of Torrance Refinery & Associated Logistics Business, which comprise the combined balance sheetsas of December 31, 2015, 2014 and 2013, and the related combined statements of income, changes in net parent investment and cash flows for the years then ended.

Management's Responsibility for theCombined Financial Statements

Management is responsible for the preparation and fair presentation of the combinedfinancial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combinedfinancial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on the combined financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the combinedfinancial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Torrance Refinery & Associated Logistics Business as of December 31, 2015, 2014 and 2013, and the results of its operations, its changes in net parent investment and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

The accompanying notes are an integral part of these combined financial statements.

1

Emphasis of matter

As described in Note 1, Torrance Refinery & Associated Logistics Business is a member of a group of companies affiliated with Exxon Mobil Corporation and has extensive operations and relationships with members of the group. Our opinion is not modified with respect to this matter.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

June 24, 2016

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Torrance Refinery & Associated Logistics Business

Combined Balance Sheets

____________________________________________________________________________

	At December 31,
	2015	2014		2013
	(in thousands of dollars)
ASSETS
Current Assets
Affiliates accounts receivable (net)	289,194	67,290	-
Inventories	465,521	455,862	737,882
Total Current Assets	754,715	523,152	737,882
Non Current Assets
Property, plant and equipment (net)	876,908	909,514	940,720
Total Non Current Assets	876,908	909,514	940,720
Total Assets	1,631,623	1,432,666	1,678,602
LIABILITIES AND CHANGE IN NET PARENT INVESTMENT
Current Liabilities
Affiliates accounts payable (net)	-	-	64,326
Other current liabilities	170,685	58,858	53,150
Total Current Liabilities	170,685	58,858	117,476
Non Current Liabilities
Deferred income tax	248,258	255,561	253,720
Environmental liabilities	12,736	12,531	12,516
Other long term liabilities	-	7,500	7,500
Total Non Current Liabilities	260,994	275,592	273,736
Total Liabilities	431,679	334,450	391,212
Commitments and Contingencies (see Note 11)
Equity
Net parent investment	1,199,944	1,098,216	1,287,390
Total liabilities and change in net parent investment	1,631,623	1,432,666	1,678,602

The accompanying notes are an integral part of these combined financial statements.

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Torrance Refinery & Associated Logistics Business

Combined Statements of Income

____________________________________________________________________________

	Year Ended December 31,
	2015	2014		2013
	(in thousands of dollars)
REVENUES
Sales – related party	3,128,660	7,117,951	8,082,104
Other revenue	140	140	116
Total Revenues	3,128,800	7,118,091	8,082,220
COST AND EXPENSES
Cost of sales excluding depreciation expense – related party	2,990,345	6,731,951	7,367,120
Operating expenses	855,077	617,672	547,294
Selling, general and administrative expenses	99,702	87,190	84,879
Depreciation expense	71,550	69,454	72,928
(Gains) / loss on asset sales	78	763	(12,804)
Total Cost and Expenses	4,016,752	7,507,030	8,059,417
Income / (Loss) before Income Tax Expense	(887,952)	(388,939)	22,803
INCOME TAX EXPENSE
Current income tax benefit / (expense)	354,502	157,058	(14,500)
Deferred income tax benefit / (expense)	7,303	(1,841)	(903)
Total Income Tax Benefit / (Expense)	361,805	155,217	(15,403)
Net Income / (Loss)	(526,147)	(233,722)	7,400

The accompanying notes are an integral part of these combined financial statements.

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Torrance Refinery & Associated Logistic Business

Combined Statements of Changes in Net Parent Investment

____________________________________________________________________________

	Net Parent Investment
	(in thousands of dollars)
Balance as of December 31, 2012	1,377,249
Net income	7,400
Net change in parent investment	(97,259)
Balance as of December 31, 2013	1,287,390
Net loss	(233,722)
Net change in parent investment	44,548
Balance as of December 31, 2014	1,098,216
Net loss	(526,147)
Net change in parent investment	627,875
Balance as of December 31, 2015	1,199,944

The accompanying notes are an integral part of these combined financial statements.

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Torrance Refinery & Associated Logistics Business

Combined Statements of Cash Flows

____________________________________________________________________________

	Year Ended December 31,
	2015	2014	2013
	(in thousands of dollars)
Cash flows from operating activities:
Net Income / (Loss)	(526,147)	(233,722)	7,400
Adjustments to reconcile net (loss) income to net cash provided (used) by operating activities:
Depreciation expense	71,550	69,454	72,928
Deferred income taxes	(7,303)	1,841	903
Inventory market valuation charge	42,255	103,434	-
(Gain) / loss on asset sale	78	719	(12,817)
Changes in assets and liabilities:
Affiliates accounts receivable, net	(221,904)	(67,290)	-
Inventory	(51,914)	178,586	(19,103)
Affiliates accounts payable, net	-	(64,326)	38,345
Other current liabilities	111,827	5,708	31,813
Other non-current liabilities	(7,295)	15	7,591
Net Cash (used) provided by operating activities	(588,853)	(5,581)	127,060
Cash flows from investing activities:
Capital expenditures	(39,022)	(38,970)	(43,206)
Cash proceeds from sale of assets	-	3	13,405
Net cash (used) by investing activities	(39,022)	(38,967)	(29,801)
Cash flows from financing activities:
Net capital contribution from / (distribution to) parent	627,875	44,548	(97,259)
Net cash provided (used) by financing activities	627,875	44,548	(97,259)
Net increase (decrease) in Cash & Cash equivalents	-	-	-
Cash and Cash equivalents at the beginning of year	-	-	-
Cash and Cash equivalents at the end of year	-	-	-
Supplemental non-cash transactions:
Change in environmental liabilities	(205)	(14)	(91)

The accompanying notes are an integral part of these combined financial statements.

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Torrance Refinery & Associated Logistics Business

Notes to the Combined Financial Statements

December 31, 2015, 2014 and 2013

____________________________________________________________________________

1. Description and Nature of the Business and Basis of Presentation

Description and Nature of the Business

Torrance Refinery & Associated Logistics Business (collectively the “Company”) operates a refinery (the “Refinery”) owned by ExxonMobil Oil Corporation (referred to as the “Seller”) in Torrance, California, including the Torrance Terminal, the refinery process units, fuel process and handling units, above ground and underground storage tanks and piping, utilities, office buildings and other structures, fixtures and tangible property. The Refinery covers 750 acres, and has a processing capacity of 155,000 barrels of crude oil per day. Additionally, the Company operates the pipeline systems (the “Pipelines”) used to transport crude oil to the Refinery.

The Company has historically consolidated its transactions within its parent company, Exxon Mobil Corporation (referred to as “ExxonMobil”).

On September 29, 2015, ExxonMobil Oil Corporation and Mobil Pacific Pipeline Company signed an agreement with PBF Holding Company LLC for the sale of the Company (hereafter referred to as the “Transaction”). Per the terms of the agreement, PBF Holding Company LLC will acquire one hundred percent of the Company for an aggregate purchase price of $537.5 million plus other final working capital adjustments determined at the time of closing. The Transaction is expected to close by July 1, 2016 and is subject to competition authority approval and other customary regulatory approvals.

Basis of Presentation

The accompanying Combined Financial Statements and related notes present the combined financial position, results of operations, cash flows and changes in net parent investment of the Company. These Combined Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The accompanying Combined Statements of Operations also include expense allocations for certain functions historically performed by ExxonMobil, including allocations of general corporate services, such as treasury, accounting, human resources and legal services. These allocations were based on direct usage when identifiable, the percentage of operating expenses, the percentage of production capacity or headcount. We believe the assumptions underlying the accompanying Combined Financial Statements, including the assumptions regarding the allocation of expenses from ExxonMobil, are reasonable. Nevertheless, the accompanying Combined Financial Statements may not include all of the expenses that would have been incurred and may not reflect our combined financial position, results of operations, and cash flows had we been a stand-alone company during the years presented. The Company does not have any components of comprehensive income and, as such, comprehensive income is equal to net income.

The accompanying Combined Financial Statements have been prepared assuming the Company will continue as a going concern which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

2. Summary of Significant Accounting Policies and Estimates

Use of estimates. The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as of the date of the Combined Financial Statements and the reported amounts of revenues and expenses during the respective reporting periods. Actual results can differ from those estimates.

Revenue recognition. Revenues are recognized when the products are delivered, which occurs when the customer has taken title and has assumed the risks and rewards of ownership, prices are fixed or determinable and collectability is reasonably assured. Costs associated with revenues are recorded in cost of sales. Shipping and other transportation costs billed to the customers are presented on a gross basis in revenues and cost of sales. All revenue recorded by the Company are transactions with affiliated entities of ExxonMobil.

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Torrance Refinery & Associated Logistics Business

Notes to the Combined Financial Statements

December 31, 2015, 2014 and 2013

____________________________________________________________________________

Cash and financing activities. ExxonMobil uses a centralized approach to the cash management and financing of the Company’s operations. The Company has no bank accounts and, as such, the cash generated by its operations is directly received by ExxonMobil. ExxonMobil funded the Company’s operating and investing activities as needed. Therefore, the Company did not have a cash balance as of December 31, 2015, 2014 or 2013. The Company reflects cash management and financing activities performed by ExxonMobil as a component of the change in net parent investment on its accompanying Combined Balance Sheets, and as a net contribution from and distributions to the parent on its accompanying Combined Cash Flows. The Company has not included any interest expense related to funding activities, since historically ExxonMobil has not allocated long-term debt or interest related to such activity with any of its business segments.

Affiliates accounts receivable, net and Affiliates accounts payable, net. The balances represent the net between the affiliate accounts receivable balance, recognized for each revenue transaction with ExxonMobil, and the affiliate accounts payable balance, recognized for each purchase and expense incurred by the Company. The Company records these balances at the invoiced amounts. Due to their short‑term nature, the valuation approximates its fair value.

The affiliates accounts receivable includes the income tax benefit that the Company would have (under the benefit-for-loss method) if it had been filing a separate income tax return. As the Company is part of the ExxonMobil’s consolidated tax group in the United States and ExxonMobil is the ultimate parent of the Company and the taxpaying entity, these balances are settled through intercompany accounts.

Inventories. Crude oil and petroleum product inventories are stated at the lower of cost or market, and costs are determined using the first‑in, first‑out (“FIFO”) method. In 2015 and 2014, net loss included a loss of $42 million and $103 million, respectively, attributable to the effects of lower of cost or market valuation adjustments. Materials and supplies, excluding catalysts inventory, are valued primarily using the moving average cost method. Catalysts inventory is valued at actual cost.

Other inventory includes biofuels certificates and emissions credits required to satisfy the Company’s regulatory obligations that are recorded at cost of acquisition. The Seller purchases renewable fuel identification numbers (“RINs”) certificates and emissions credits to satisfy its regulatory obligations. The Company has recorded its allocated portion of the purchased RINs certificates based on its actual production of motor fuels as a percentage of the Seller’s total U.S. refining actual production of motor fuels. Emissions credits are recorded at actual cost for those that are directly attributable to the Torrance refinery. The liability for the obligation to purchase biofuels certificates and emissions credits is recorded as an Other Current Liability. Refer to Note 8 for additional information relating to biofuels certificates and emission credits.

Property, plant, and equipment. Property, plant and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets, which ranges from5to25years for machinery and equipment and 30 years for buildings.

The Company performs an impairment assessment whenever events or circumstances indicate that the carrying amounts of its long-lived assets (or group of assets) may not be recoverable through future operations or disposition. Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets for this assessment.

When items of property, plant and equipment are sold or otherwise disposed of, any gains or losses are reported in net income. Gains on the disposal of property, plant and equipment are recognized when earned, which is generally at the time of closing. If a loss on disposal is expected, such losses are recognized when the assets are classified as held for sale.

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Torrance Refinery & Associated Logistics Business

Notes to the Combined Financial Statements

December 31, 2015, 2014 and 2013

____________________________________________________________________________

Major maintenance activities. Costs for planned turnaround, major maintenance and engineered project activities are expensed in the period incurred. These types of costs include contractor repair services, materials and supplies, equipment rentals and labor costs.

Other current liabilities. Other current liabilities balances include the obligation of the Company for its biofuels blending and carbon emissions regulatory requirements. The Company has recorded its allocated portion of the expected overall biofuels blending obligation of the Seller based on its actual production of motor fuels as a percentage of the Seller’s total U.S. refining actual production of motor fuels. A liability is recorded for our expected carbon emissions obligation based on the actual cost of emissions credits we have acquired as of the balance sheet date. Refer to Note 8 for additional information relating to biofuel certificates and emissions credits.

Environmental liabilities. We accrue for environmental remediation activities when the responsibility to remediate is probable and the amount of associated costs can be reasonably estimated. The timing of remediation accruals coincides with completion of a feasibility study or the commitment to a formal plan of action. As environmental remediation matters proceed toward ultimate resolution or as additional remediation obligations arise, charges in excess of those previously accrued may be required.

Other long term liabilities. The Company recognizes other long term liabilities related to regulatory fines. Liabilities related to future costs are recorded on an undiscounted basis when these assessments are probable and the costs can be reasonably estimated.

Income taxes. The Company is not subject to income tax as it is not a stand-alone entity. The current federal and state income taxes included in these Combined Financial Statements represent the Company’s estimated share of ExxonMobil’s current federal and state income taxes. Deferred federal and state income taxes are recognized for the estimated future tax consequences and benefits attributable to differences between the financial statement carrying amounts of assets and liabilities and their tax basis, as if tax returns were filed for the Company as a stand-alone entity.

3. Recently Issued Accounting Standards

In August 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (“ASU 2015-14”), which defers the effective date of ASU 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”) for all entities by one year. ASU 2014-09 establishes a single revenue recognition model for all contracts with customers, eliminates industry specific requirements, and expands disclosure requirements. The standard is required to be adopted beginning January 1, 2018.

“Sales” on the accompanying Combined Statements of Income includes sales, excise and value-added taxes on sales transactions. When the Company adopts the standard, revenue will exclude sales-based taxes collected on behalf of third parties. This change in reporting will not impact earnings. The Company continues to evaluate other areas of the standard and its effect on the Company’s Combined Financial Statements. 

In August 2014, the FASB issued an accounting standards update requiring management to assess an entity’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. Management will be required to assess if there is substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Disclosures will be required if conditions give rise to substantial doubt and the type of disclosure will be determined based on whether management’s plans will be able to alleviate the substantial doubt. The accounting standards update will be effective for the first annual period ending after December 15, 2016, and for annual periods and interim periods thereafter with early application permitted. The Company does not expect application of this standard to have an impact on its Combined Financial Statements.

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Torrance Refinery & Associated Logistics Business

Notes to the Combined Financial Statements

December 31, 2015, 2014 and 2013

____________________________________________________________________________

In July 2015, the FASB issued changes related to the simplification of the measurement of inventory. The changes require entities to measure most inventory at the lower of cost and net realizable value, thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. The changes do not apply to inventories that are measured using either the last-in, first-out method or the retail inventory method. The change is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017.

In November 2015, the FASB issued an accounting standards update to simplify the balance sheet classification of deferred taxes. The update requires that deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The update does not change the existing requirement that only permits offsetting within a jurisdiction. The change is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2016. The guidance may be applied either prospectively or retrospectively with early adoption permitted. The Company does not believe the standard will have a material effect on its Combined Financial Statements.

In February 2016, the FASB issued an update that requires companies that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those assets. The standard is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted for financial statements of fiscal years or interim periods that have not been previously issued. The Company is assessing the impact of the standard on its Combined Financial Statements. 

4. Related Party Transactions

The Company is part of the consolidated operations of ExxonMobil and all of its transactions are derived from transactions with ExxonMobil. All revenues include amounts earned for the sale of crude oil and petroleum products to ExxonMobil at market based transfer prices. Cost of sales includes amounts paid for crude oil products and other petroleum feedstocks at market based transfer prices. Operating expenses include freight, energy and operating expenses charged by ExxonMobil to the Company based upon usage. The payment terms related to these transactions are 30 days.

Additionally, ExxonMobil provides the Company substantial labor and overhead support. The accompanying Combined Financial Statements include general corporate services expense allocations for support functions provided by ExxonMobil to the Company, which are recorded as selling, general, and administrative expenses. These support functions include direct labor and benefits as well as centralized corporate support services that include but are not limited to treasury, accounting, payroll, human resources, facilities management, information technology and legal services. Allocations are based on direct usagewhen identifiable, the percentage of operating expenses, the percentage of production capacity or headcount. Management believes that these allocations are reasonable and reflect the utilization of services provided and benefits received, but may differ from the costs that would have been incurred had the Company operated as a stand-alone company for the periods presented.

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Torrance Refinery & Associated Logistics Business

Notes to the Combined Financial Statements

December 31, 2015, 2014 and 2013

____________________________________________________________________________

5. Affiliates accounts receivable, net and Affiliates accounts payable, net

The Company records its affiliate accounts receivable and affiliate accounts payable balances as net on the Combined Balance Sheets. These accounts are as follows:

	December 31,
	2015	2014		2013
	(in thousands of dollars)
Affiliates accounts receivable	563,968	622,439	665,934
Affiliates accounts payable	(274,774)	(555,149)	(730,260)
Affiliate accounts receivable / (payable), net	289,194	67,290	(64,326)

In 2015 and 2014, the affiliates accounts receivable balances included an income tax benefit of $355 million, $157 million, respectively. In 2013, the affiliates accounts payable balance included an income tax payable of $15 million.

6. Inventory

Inventories at December 31, 2015, 2014 and 2013 consist of the following:

	December 31,
	2015	2014		2013
	(in thousands of dollars)
Crude oil	70,256	95,338	266,618
Petroleum products and other feedstock	138,483	218,510	372,392
Certificates and emissions credits	210,693	80,319	50,491
Material and supplies	29,295	46,942	37,763
Catalysts inventory	16,794	14,753	10,618
Total Inventory	465,521	455,862	737,882

In 2015 and 2014, net income included a loss of $42 million and $103 million, respectively, attributable to the effects of lower of cost or market valuation adjustments for the Company’s crude oil and petroleum products and other feedstocks inventory. These losses are included in ‘Cost of sales excluding depreciation expense’ for each respective year.

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Torrance Refinery & Associated Logistics Business

Notes to the Combined Financial Statements

December 31, 2015, 2014 and 2013

____________________________________________________________________________

7. Property, plant and equipment

Property, plant, and equipment at December 31, 2015, 2014 and 2013 consists of the following:

	December 31,
	2015	2014		2013
	(in thousands of dollars)
Machinery and equipment	2,470,504	2,434,518	2,426,555
Buildings	43,820	44,055	42,272
Incomplete construction	41,545	46,300	51,576
Land	19,477	19,477	19,477
Total Property, plant and equipment	2,575,346	2,544,350	2,539,880
Less: Accumulated depreciation	(1,698,438)	(1,634,836)	(1,599,160)
Property, plant and equipment, net	876,908	909,514	940,720

8. Biofuels certificates and carbon emissions credits

Biofuels certificates

The U.S. Environmental Protection Agency (“EPA”) Renewable Fuel Standard program was implemented in 2005 and amended by the Energy Independence and Security Act of 2007, requires the Company to blend a certain percentage of biofuels into the products it produces. These obligations arise as production occurs. To the degree that the Company is unable to blend biofuels at the required percentage, the Seller purchases biofuel certificates to meet those obligations. The Company is allocated all of its biofuel certificates from the Seller based on itsactual production of motor fuels as a percentage of the Seller’s total U.S. refining actual production of motor fuels. The Company charges cost of sales and records a liability for its allocated portion of the expected overall biofuels blending obligation of the Seller based on its actual production of motor fuels as a percentage of the Seller’s total U.S. refining actual production of motor fuels. The purchase price of the biofuel certificates allocated to the Company is based on prevailing market prices with third parties and is equal to the actual cost the Seller paid for biofuel certificates to meet the Seller’s obligation for the compliance year. As of December 31, 2015, 2014 and 2013 the Company recognized a liability for outstanding biofuel obligations of $52 million, $41 million and $25 million, respectively.

Biofuel certificates purchased and held by the Seller and allocated to the Company are recorded as inventory until they are required to be surrendered to government regulators. The Company’s balances related to biofuel certificates included in the inventory balance as of December 31, 2015, 2014 and 2013 were $57 million, $49 million and $36 million, respectively.

Carbon emissions credits

The EPA and the State of California have promulgated multiple regulations to control greenhouse gas emissions under the Federal Clean Air Act and California Assembly Bill 32 (“AB 32”). These regulations require the Company to purchase greenhouse gas cap and trade emissions credits. The Company charges cost of revenues when emissions credits are required to be purchased and records a liability for the obligation to purchase those emissions credits as an other current liability. The purchase price of the emissions credits is based on prevailing market prices with third parties and is equal to the actual cost the Company paid for emissions credits to meet its obligation for the compliance year. As of December 31, 2015, 2014 and 2013 the Company recognized emissions obligations of $106 million, $13 million, and $15 million, respectively.

Carbon emissions credits purchased on behalf of the Company by the Seller are recorded as inventory until they are required to be surrendered to government regulators. The Company’s balances related to emissions credits

12

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Torrance Refinery & Associated Logistics Business

Notes to the Combined Financial Statements

December 31, 2015, 2014 and 2013

____________________________________________________________________________

included in the inventory balance as of December 31, 2015, 2014 and 2013 were $154 million, $31 million and $14 million, respectively.

9. Fair Value Measurements  

The Company measures assets and liabilities requiring fair value presentation using an exit price (i.e., the price that would be paid to transfer a liability) and disclose such amounts according to the quality of valuation inputs under the following hierarchy:

• Level 1: Quoted prices in an active market for identical assets or liabilities.

• Level 2: Inputs other than quoted prices that are directly or indirectly observable.

• Level 3: Unobservable inputs that are significant to the fair value of assets or liabilities.

The classification of an asset or liability is based on the lowest level of input significant to its fair value. Those that are initially classified as Level 3 are subsequently reported as Level 2 when the fair value derived from unobservable inputs is inconsequential to the overall fair value, or if corroborated market data becomes available. Assets and liabilities that are initially reported as Level 2 are subsequently reported as Level 3 if corroborated market data is no longer available.

The carrying value of the Company’s account receivables with affiliated entities approximates fair value due to their short‑term nature.

10. Income Taxes

Components of income tax (benefit) / expense for the Company are as follows:

	December 31,
	2015	2014		2013
	(in thousands of dollars)
Current income tax
Federal	(277,592)	(122,268)	11,354
State	(76,910)	(34,790)	3,146
Total current income tax (benefit) / expense	(354,502)	(157,058)	14,500
Deferred income tax
Federal	(5,718)	1,433	707
State	(1,585)	408	196
Total deferred income tax (benefit) / expense	(7,303)	1,841	903
Total income tax (benefit) / expense	(361,805)	(155,217)	15,403

13

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Torrance Refinery & Associated Logistics Business

Notes to the Combined Financial Statements

December 31, 2015, 2014 and 2013

____________________________________________________________________________

The following table summarizes the reconciliation of the federal statutory tax rate to the effective tax rate of the Company:

	December 31,
	2015		2014			2013
	(in thousands of dollars, except percentages)
Income / (Loss) before income tax	(887,952)		(388,939)		22,803
Statutory tax rate (%)	35	%	35	%	35		%
Tax computed at statutory tax rate	(310,783)		(136,129)		7,981
Adjustments resulting from:
State taxes on income attributable to the Company (net of federal benefit)	(51,022)		(22,348)		1,310
Non-deductible regulatory expense	-		3,260		6,112
Total income tax (benefit) / expense	(361,805)		(155,217)		15,403
Effective tax rate (%)	41	%	40	%	68		%

The tax effects of temporary differences that give rise to deferred tax liabilities / (assets) for the Company at December 31, 2015, 2014 and 2013 are as follows:

	December 31,
	2015	2014		2013
	(in thousands of dollars)
Depreciable property	253,447	260,666	258,820
Environmental reserve	(5,189)	(5,105)	(5,100)
Total deferred income tax liabilities	248,258	255,561	253,720

The net losses, incurred by the Company for the years ended December 31, 2015 and December 31, 2014, resulted in the Company generating net operating losses resulting in tax benefits recorded as Affiliate Accounts Receivable, discussed in Note 6. As these net operating losses are expected to be utilized by the ultimate tax paying entity, a valuation allowance has not been recorded against Affiliate Accounts Receivable under the benefits-for-loss method.

Similarly, there has been no valuation allowance for the gross deferred tax assets as these are expected to be utilized by the ultimate tax paying entity.

14

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Torrance Refinery & Associated Logistics Business

Notes to the Combined Financial Statements

December 31, 2015, 2014 and 2013

____________________________________________________________________________

11. Commitments and Contingencies

Included below is a discussion of contingencies and future commitments of the Company as of December 31, 2015, 2014 and 2013.

Environmental obligations. We accrue for environmental remediation activities when the responsibility to remediate is probable and the amount of associated costs can be reasonably estimated. As environmental remediation matters proceed toward ultimate resolution or as additional remediation obligations arise, charges in excess of those previously accrued may be required.

Litigation. The Company can be subject to claims and complaints that may arise in the ordinary course of business. Management has regular litigation reviews, including updates from ExxonMobil, to assess the need for accounting recognition or disclosure of these contingencies. The Company would accrue an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. The Company would not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated or when the liability is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is reasonably possible and which are significant, the Company would disclose the nature of the contingency and, where feasible, an estimate of the possible loss. For purposes of the contingency disclosures, “significant” includes material matters as well as other matters which management believes should be disclosed.

Commitments. The Company leases office space and equipment under operating lease agreements that expire on various dates through 2020 and beyond. The future minimum rental payments under such leases as of December 31, 2015 are as follows:

Years Ending	(in thousands of dollars)
2016		330
2017		194
2018		157
2019		139
2020		111
Thereafter		823

The commitments under these agreements are not recorded in the accompanying Combined Balance Sheets. The amounts disclosed represent undiscounted cash flows on a gross basis, and no inflation elements have been applied. There are no events or uncertainties beyond those already included in reported financial information that would indicate a material change in future operating results or financial condition.

Based on the Sales and Purchase agreement between ExxonMobil Oil Corporation and Shell Trading (US) Company (collectively the "Buyers") and Aera Energy LLC ("Aera" or the "Seller"), a majority of Aera's crude oil produced from its properties in the San Joaquin Valley will be sold and delivered to the Torrance refinery. ​Subsequent to the sale transaction between ExxonMobil and PBF Holding Company LLC as disclosed in Note 1, Aera will continue to supply the refinery for future years with the volumes purchased as part of this agreement. For the years ended December 31, 2015, 2014 and 2013, the Company had product purchases of $1.0 billion, $2.0 billion and $2.3 billion, respectively.

15

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Torrance Refinery & Associated Logistics Business

Notes to the Combined Financial Statements

December 31, 2015, 2014 and 2013

____________________________________________________________________________

12. Subsequent Events

We have evaluated subsequent events through the date that this report was available to be issued, June 24, 2016, and determined that there were no subsequent events requiring recognition or disclosure in our accompanying Combined Financial Statements and notes to the Combined Financial Statements.

16

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EX-99.2

Exhibit 99.2

Torrance Refinery & Associated Logistics Business

Unaudited Combined Financial Statements as of and for the period ended June 30, 2016

Torrance Refinery & Associated Logistics Business

Index

____________________________________________________________________________

	Page(s)
Combined Balance Sheets (unaudited) June 30, 2016 and December 31, 2015	1
Combined Statements of Income (unaudited) Six Months Ended June 30, 2016 and 2015	2
Combined Statements of Changes in Net Parent Investment (unaudited) June 30, 2016 and June 30, 2015	3
Combined Statements of Cash Flows (unaudited) Six Months Ended June 30, 2016 and 2015	4
Notes to the Unaudited Combined Financial Statements	5 - 10

Torrance Refinery & Associated Logistics Business

Combined Balance Sheets

____________________________________________________________________________

	June 30,  2016		December 31, 2015
	(in thousands of dollars)
	(unaudited)
ASSETS
Current Assets
Affiliates accounts receivable (net)	45,814	289,194
Inventories	540,185	465,521
Total Current Assets	585,999	754,715
Non Current Assets
Property, plant and equipment (net)	867,309	876,908
Total Non Current Assets	867,309	876,908
Total Assets	1,453,308	1,631,623
LIABILITIES AND CHANGE IN NET PARENT INVESTMENT
Current Liabilities
Other current liabilities	217,224	170,685
Total Current Liabilities	217,224	170,685
Non Current Liabilities
Deferred income tax	224,523	248,258
Environmental liabilities	15,154	12,736
Total Non Current Liabilities	239,677	260,994
Total Liabilities	456,901	431,679
Commitments and Contingencies (see Note 9)
Equity
Net parent investment	996,407	1,199,944
Total liabilities and change in net parent investment	1,453,308	1,631,623

The accompanying notes are an integral part of these combined financial statements.

1

Torrance Refinery & Associated Logistics Business

Combined Statements of Income

____________________________________________________________________________

	Six Months Ended June 30,
	2016	2015
	(in thousands of dollars)
	(unaudited)
REVENUES
Sales - related party	1,078,816	1,794,621
Other revenue	195	34
Total Revenues	1,079,011	1,794,655
COST AND EXPENSES
Cost of sales excluding depreciation expense - related party	1,000,845	1,724,466
Operating expenses	349,460	455,620
Selling, general and administrative expenses	52,778	45,972
Depreciation expense	34,722	36,293
Total Cost and Expenses	1,437,805	2,262,351
Income / (Loss) before Income Tax Expense	(358,794)	(467,696)
INCOME TAX EXPENSE
Current income tax benefit / (expense)	120,201	185,066
Deferred income tax benefit / (expense)	23,735	5,502
Total Income Tax Benefit / (Expense)	143,936	190,568
Net Income / (Loss)	(214,858)	(277,128)

The accompanying notes are an integral part of these combined financial statements.

2

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Torrance Refinery & Associated Logistic Business

Combined Statements of Changes in Net Parent Investment

____________________________________________________________________________

	Net Parent Investment
	(in thousands of dollars) (unaudited)
Balance as of December 31, 2014	1,098,216
Net loss	(277,128)
Net change in parent investment	239,909
Balance as of June 30, 2015	1,060,997
Balance as of December 31, 2015	1,199,944
Net loss	(214,858)
Net change in parent investment	11,321
Balance as of June 30, 2016	996,407

The accompanying notes are an integral part of these combined financial statements.

3

Torrance Refinery & Associated Logistics Business

Combined Statements of Cash Flows

____________________________________________________________________________

	Six Months Ended June 30,
	2016		2015
	(in thousands of dollars) (unaudited)
Cash flows from operating activities:
Net Income / (Loss)	(214,858)		(277,128)
Adjustments to reconcile net (loss) income to net cash provided (used) by operating activities:
Depreciation expense	34,722		36,293
Deferred income taxes	(23,735	)	(5,502)
Inventory market valuation charge	60,311		70,940
Changes in assets and liabilities:
Affiliates accounts receivable, net	243,380		67,290
Inventory	(134,975	)	(207,045)
Affiliates accounts payable, net	-		23,842
Other current liabilities	46,539		69,847
Other non-current liabilities	2,418		2,449
Net Cash (used) provided by operating activities	13,802		(219,014)
Cash flows from investing activities:
Capital expenditures	(25,123)		(20,895)
Net cash (used) by investing activities	(25,123)		(20,895)
Cash flows from financing activities:
Net capital contribution from / (distribution to) parent	11,321		239,909
Net cash provided (used) by financing activities	11,321		239,909
Net increase (decrease) in Cash & Cash equivalents	-		-
Cash and Cash equivalents at the beginning of year	-		-
Cash and Cash equivalents at the end of year	-		-
Supplemental non-cash transactions:
Change in environmental liabilities	2,418		2,449

The accompanying notes are an integral part of these combined financial statements.

4

Torrance Refinery & Associated Logistics Business

Notes to the Unaudited Combined Financial Statements

Period Ended June 30, 2016

____________________________________________________________________________

Refinery & Associated Logistic Company - 6.23.16.Doc\MATTHEW B ARY\6/23/2016 4:42 PM

1. Description and Nature of the Business and Basis of Presentation

Description and Nature of the Business

Torrance Refinery & Associated Logistics Business (collectively the “Company”) operates a refinery (the “Refinery”) owned by ExxonMobil Oil Corporation (referred to as the “Seller”) in Torrance, California, including the Torrance Terminal, the refinery process units, fuel process and handling units, above ground and underground storage tanks and piping, utilities, office buildings and other structures, fixtures and tangible property. The Refinery covers 750 acres, and has a processing capacity of 155,000 barrels of crude oil per day. Additionally, the Company operates the pipeline systems (the “Pipelines”) used to transport crude oil to the Refinery.

The Company has historically consolidated its transactions within its parent company, Exxon Mobil Corporation (referred to as “ExxonMobil”).

On September 29, 2015, ExxonMobil Oil Corporation and Mobil Pacific Pipeline Company signed an agreement with PBF Holding Company LLC for the sale of the Company (hereafter referred to as the “Transaction”). Per the terms of the agreement, PBF Holding Company LLC will acquire one hundred percent of the Company for an aggregate purchase price of $537.5 million plus other final working capital adjustments determined at the time of closing. The Transaction closed on July 1, 2016.

Basis of Presentation

These unaudited Combined Financial Statements have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of ExxonMobil. The accompanying unaudited Combined Financial Statements and related notes present the combined financial position, results of operations, cash flows and changes in net parent investment of the Company. These unaudited Combined Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The accompanying Combined Statements of Operations also include expense allocations for certain functions historically performed by ExxonMobil, including allocations of general corporate services, such as treasury, accounting, human resources and legal services. These allocations were based on direct usage when identifiable, the percentage of operating expenses, the percentage of production capacity or headcount. We believe the assumptions underlying the accompanying Combined Financial Statements, including the assumptions regarding the allocation of expenses from ExxonMobil, are reasonable. Nevertheless, the accompanying Combined Financial Statements may not include all of the expenses that would have been incurred and may not reflect our combined financial position, results of operations, and cash flows had we been a stand-alone company during the periods presented. The Company does not have any components of comprehensive income and, as such, comprehensive income is equal to net income. The combined financial position, results of operations and cash flows of the Company may not be indicative of the Company had it been a separate stand-alone entity during the periods presented, nor are the results stated herein indicative of what the Company’s combined financial position, results of operations and cash flows may be in the future.

These unaudited Combined Financial Statements have not been audited by independent accountants. In the opinion of management, these unaudited Combined Financial Statements reflect all adjustments necessary to fairly state the Company’s financial position at June 30, 2016 and December 31, 2015 and its results operations and cash flows for the six months ended June 30, 2016 and 2015. All such adjustments are of a normal recurring nature. The results of interim periods are not necessarily indicative of annual results.

Certain disclosures have been omitted from these unaudited Combined Financial Statements. Accordingly, these unaudited Combined Financial Statements should be read in conjunction with the audited Combined Financial Statements and related notes for the year ended December 31, 2015.

The accompanying unaudited Combined Financial Statements have been prepared assuming the Company will continue as a going concern which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

5

Torrance Refinery & Associated Logistics Business

Notes to the Unaudited Combined Financial Statements

Period Ended June 30, 2016

____________________________________________________________________________

Use of Estimates

The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as of the date of the Combined Financial Statements and the reported amounts of revenues and expenses during the respective reporting periods. Actual results can differ from those estimates.

2. Recently Issued Accounting Standards

In August 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (“ASU 2015-14”), which defers the effective date of ASU 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”) for all entities by one year. ASU 2014-09 establishes a single revenue recognition model for all contracts with customers, eliminates industry specific requirements, and expands disclosure requirements. The standard is required to be adopted beginning January 1, 2018.

“Sales” on the accompanying Combined Statements of Income includes sales, excise and value-added taxes on sales transactions. When the Company adopts the standard, revenue will exclude sales-based taxes collected on behalf of third parties. This change in reporting will not impact earnings. The Company continues to evaluate other areas of the standard and its effect on the Company’s Combined Financial Statements. 

In August 2014, the FASB issued an accounting standards update requiring management to assess an entity’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. Management will be required to assess if there is substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Disclosures will be required if conditions give rise to substantial doubt and the type of disclosure will be determined based on whether management’s plans will be able to alleviate the substantial doubt. The accounting standards update will be effective for the first annual period ending after December 15, 2016, and for annual periods and interim periods thereafter with early application permitted. The Company does not expect application of this standard to have an impact on its Combined Financial Statements.

In July 2015, the FASB issued changes related to the simplification of the measurement of inventory. The changes require entities to measure most inventory at the lower of cost and net realizable value, thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. The changes do not apply to inventories that are measured using either the last-in, first-out method or the retail inventory method. The change is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The Company does not believe the standard will have a material effect on its Combined Financial Statements.

In November 2015, the FASB issued an accounting standards update to simplify the balance sheet classification of deferred taxes. The update requires that deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The update does not change the existing requirement that only permits offsetting within a jurisdiction. The change is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2016. The guidance may be applied either prospectively or retrospectively with early adoption permitted. The Company does not believe the standard will have a material effect on its Combined Financial Statements.

In February 2016, the FASB issued an update that requires companies that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those assets. The standard is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted for financial statements of fiscal years or interim periods that have not been previously issued. The Company is assessing the impact of the standard on its Combined Financial Statements. 

6

Torrance Refinery & Associated Logistics Business

Notes to the Unaudited Combined Financial Statements

Period Ended June 30, 2016

____________________________________________________________________________

3. Related Party Transactions

The Company is part of the consolidated operations of ExxonMobil and all of its transactions are derived from transactions with ExxonMobil. All revenues include amounts earned for the sale of crude oil and petroleum products to ExxonMobil at market based transfer prices. Cost of sales includes amounts paid for crude oil products and other petroleum feedstocks at market based transfer prices. Operating expenses include freight, energy and operating expenses charged by ExxonMobil to the Company based upon usage. The payment terms related to these transactions are 30 days.

Additionally, ExxonMobil provides the Company substantial labor and overhead support. The accompanying Combined Financial Statements include general corporate services expense allocations for support functions provided by ExxonMobil to the Company, which are recorded as selling, general, and administrative expenses. These support functions include direct labor and benefits as well as centralized corporate support services that include but are not limited to treasury, accounting, payroll, human resources, facilities management, information technology and legal services. Allocations are based on direct usagewhen identifiable, the percentage of operating expenses, the percentage of production capacity or headcount. Management believes that these allocations are reasonable and reflect the utilization of services provided and benefits received, but may differ from the costs that would have been incurred had the Company operated as a stand-alone company for the periods presented.

4. Affiliates accounts receivable, net and Affiliates accounts payable, net

The Company records its affiliate accounts receivable and affiliate accounts payable balances as net on the Combined Balance Sheets. These accounts are as follows:

	June 30, 2016		December 31, 2015
	(in thousands of dollars)
Affiliates accounts receivable	268,404	563,968
Affiliates accounts payable	(222,590)	(274,774)
Affiliate accounts receivable, net	45,814	289,194

The affiliates accounts receivable balances included an income tax benefit of $120 million and $355 million at June 30, 2016 and December 31, 2015, respectively. The carrying value of the Company’s account receivables with affiliated entities approximates fair value due to their short‑term nature.

5. Inventory

Inventories at June 30, 2016 and December 31, 2015 consist of the following:

	June 30, 2016		December 31, 2015
	(in thousands of dollars)
Crude oil	104,890	70,256
Petroleum products and other feedstock	173,559	138,483
Certificates and emissions credits	214,876	210,693
Material and supplies	31,633	29,295
Catalysts inventory	15,227	16,794
Total Inventory	540,185	465,521

7

Torrance Refinery & Associated Logistics Business

Notes to the Unaudited Combined Financial Statements

Period Ended June 30, 2016

____________________________________________________________________________

Net loss included a loss of $60 million and $71 million, for the period ended June 30, 2016 and 2015 respectively, attributable to the effects of lower of cost or market valuation adjustments for the Company’s crude oil and petroleum products and other feedstocks inventory. These losses are included in ‘Cost of sales excluding depreciation expense’ for each respective year.

6. Property, plant and equipment

Property, plant, and equipment at June 30, 2016 and December 31, 2015 consists of the following:

	June 30, 2016		December 31, 2015
	(in thousands of dollars)
Machinery and equipment	2,505,377	2,470,504
Buildings	49,105	43,820
Incomplete construction	27,522	41,545
Land	19,477	19,477
Total Property, plant and equipment	2,601,481	2,575,346
Less: Accumulated depreciation	(1,734,172)	(1,698,438)
Property, plant and equipment, net	867,309	876,908

7. Biofuels certificates and carbon emissions credits

Biofuels certificates

The U.S. Environmental Protection Agency (“EPA”) Renewable Fuel Standard program was implemented in 2005 and amended by the Energy Independence and Security Act of 2007, requires the Company to blend a certain percentage of biofuels into the products it produces. These obligations arise as production occurs. To the degree that the Company is unable to blend biofuels at the required percentage, the Seller purchases biofuel certificates to meet those obligations. The Company is allocated all of its biofuel certificates from the Seller based on itsactual production of motor fuels as a percentage of the Seller’s total U.S. refining actual production of motor fuels. The Company charges cost of sales and records a liability for its allocated portion of the expected overall biofuels blending obligation of the Seller based on its actual production of motor fuels as a percentage of the Seller’s total U.S. refining actual production of motor fuels. The purchase price of the biofuel certificates allocated to the Company is based on prevailing market prices with third parties and is equal to the actual cost the Seller paid for biofuel certificates to meet the Seller’s obligation for the compliance year. As of June 30, 2016 and December 31, 2015 the Company recognized a liability for outstanding biofuel obligations of $63 million and $52 million, respectively.

Biofuel certificates purchased and held by the Seller and allocated to the Company are recorded as inventory until they are required to be surrendered to government regulators. The Company’s balances related to biofuel certificates included in the inventory balance as of June 30, 2016 and December 31, 2015 were $61 million and $57 million, respectively.

Carbon emissions credits

The EPA and the State of California have promulgated multiple regulations to control greenhouse gas emissions under the Federal Clean Air Act and California Assembly Bill 32 (“AB 32”). These regulations require the Company to purchase greenhouse gas cap and trade emissions credits. The Company charges cost of revenues when emissions credits are required to be purchased and records a liability for the obligation to purchase those emissions credits as an other current liability. The purchase price of the emissions credits is based on prevailing market prices with third parties and is equal to the actual cost the Company paid for emissions credits to meet its obligation

8

Torrance Refinery & Associated Logistics Business

Notes to the Unaudited Combined Financial Statements

Period Ended June 30, 2016

____________________________________________________________________________

for the compliance year. As of June 30, 2016 and December 31, 2015 the Company recognized emissions obligations of $149 million and $106 million, respectively.

Carbon emissions credits purchased on behalf of the Company by the Seller are recorded as inventory until they are required to be surrendered to government regulators. The Company’s balances related to emissions credits included in the inventory balance as of June 30, 2016 and December 31, 2015 were $154 million and $154 million, respectively.

8. Income Taxes

The Company is not subject to income tax as it is not a stand-alone entity. The current federal and state income taxes included in these Combined Financial Statements represent the Company’s estimated share of ExxonMobil’s current federal and state income taxes. Deferred federal and state income taxes are recognized for the estimated future tax consequences and benefits attributable to differences between the financial statement carrying amounts of assets and liabilities and their tax basis, as if tax returns were filed for the Company as a stand-alone entity.

The Company’s effective tax rate was 40.1% and 40.7% for the periods presented resulting in a tax benefit for the six months ended June 30, 2016 and 2015 of $144 million and $191 million, respectively. The tax benefit is composed of both Federal and State income tax. The Company incurred non‑deductible regulatory expenses of $6 million which have been treated as permanent differences for the six months period ended June 30, 2016. There were no discrete items for six months period ended June 30, 2015.

The net losses, incurred by the Company for the periods ended June 30, 2016 and 2015, resulted in the Company generating net operating losses resulting in tax benefits recorded as Affiliate Accounts Receivable, discussed in Note 4. As these net operating losses are expected to be utilized by the ultimate tax paying entity, a valuation allowance has not been recorded against Affiliate Accounts Receivable under the benefits-for-loss method.

Similarly, there has been no valuation allowance for the gross deferred tax assets as these are expected to be utilized by the ultimate tax paying entity.

9. Commitments and Contingencies

Environmental obligations. We accrue for environmental remediation activities when the responsibility to remediate is probable and the amount of associated costs can be reasonably estimated. As environmental remediation matters proceed toward ultimate resolution or as additional remediation obligations arise, charges in excess of those previously accrued may be required.

Litigation. The Company can be subject to claims and complaints that may arise in the ordinary course of business. Management has regular litigation reviews, including updates from ExxonMobil, to assess the need for accounting recognition or disclosure of these contingencies. The Company would accrue an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. The Company would not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated or when the liability is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is reasonably possible and which are significant, the Company would disclose the nature of the contingency and, where feasible, an estimate of the possible loss. For purposes of the contingency disclosures, “significant” includes material matters as well as other matters which management believes should be disclosed.

Commitments. The Company leases office space and equipment under operating lease agreements that expire on various dates through 2020 and beyond. The commitments under these agreements are not recorded in the accompanying unaudited Combined Balance Sheets. There are no events or uncertainties beyond those already included in reported financial information that would indicate a material change in future operating results or financial condition.

Based on the Sales and Purchase agreement between ExxonMobil Oil Corporation and Shell Trading (US) Company (collectively the "Buyers") and Aera Energy LLC ("Aera" or the "Seller"), a majority of Aera's crude oil

9

Torrance Refinery & Associated Logistics Business

Notes to the Unaudited Combined Financial Statements

Period Ended June 30, 2016

____________________________________________________________________________

produced from its properties in the San Joaquin Valley will be sold and delivered to the Torrance refinery. ​Subsequent to the sale transaction between ExxonMobil and PBF Holding Company LLC as disclosed in Note 1, Aera will continue to supply the refinery for future years with the volumes purchased as part of this agreement.

10. Subsequent Events

On July 1, 2016, ExxonMobil completed the sale of Torrance Refinery and Associated Logistics Business to PBF Holding Company LLC.

We have evaluated subsequent events through the date that this report was available to be issued, September 13, 2016, and determined that there were no subsequent events requiring recognition or disclosure in our accompanying unaudited Combined Financial Statements and notes to the unaudited Combined Financial Statements.

10

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma condensed consolidated financial statements are presented to show how PBF Holding Company LLC (“PBF Holding” or the “Company”) might have looked if PBF Holding’s acquisition of the ownership interests of Chalmette Refining, L.L.C. along with its consolidated subsidiaries (“Chalmette Refining”), which owns the Chalmette refinery and related logistics assets (collectively, the “Chalmette Acquisition”), the acquisition of the Torrance refinery and related logistics assets (collectively, the “Torrance Acquisition”), the consummation of the offering of PBF Holding’s 7.00% senior secured notes due 2023 (the “2023 Senior Secured Notes”) and borrowings incurred under our asset-backed revolving credit facility (“Revolving Loan”) to fund the Chalmette and Torrance Acquisitions as described below had occurred on the date and for the periods indicated below. We derived the following unaudited pro forma condensed consolidated financial statements by applying pro forma adjustments to our historical consolidated financial statements, the historical financial statements of Chalmette Refining and the historical financial statements of the Torrance refinery and related logistics assets (collectively “Torrance Refining”). The pro forma effects of the Chalmette Acquisition and the Torrance Acquisition are based on the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations.

We derived the following unaudited pro forma condensed consolidated financial statements by applying pro forma adjustments to our historical condensed consolidated financial statements that give effect to the Chalmette Acquisition, the Torrance Acquisition, the consummation of the 2023 Senior Secured Notes and the borrowings incurred under our Revolving Loan to fund the Chalmette and Torrance Acquisitions. The unaudited pro forma consolidated balance sheet is based on the individual historical consolidated balance sheets of the Company and Torrance Refining as of June 30, 2016, and has been prepared to reflect the Torrance Acquisition as if it occurred on June 30, 2016. The historical consolidated balance sheet of the Company as of June 30, 2016 reflected the borrowing incurred under our Revolving Loan to partially fund the Torrance Acquisition. The unaudited pro forma consolidated statement of operations for the year ended December 31, 2015 and the six-months ended June 30, 2016 combines the historical results of operations of the Company, Chalmette Refining and Torrance Refining, as if the acquisitions occurred on January 1, 2015 and gives effect to the borrowings incurred under our Revolving Loan to fund the Chalmette Acquisition and the Torrance Acquisition and the consummation of the 2023 Senior Secured Notes, as if they occurred on January 1, 2015.

The unaudited pro forma consolidated statements of operations for the year ended December 31, 2015 and the six months ended June 30, 2016 do not reflect future events that may occur after the completion of the Torrance and Chalmette Acquisitions on July 1, 2016 and November 1, 2015, respectively, including but not limited to the anticipated realization of cost savings from operating synergies and certain charges expected to be incurred in connection with the transaction, including, but not limited to, costs that may be incurred in connection with integrating the operations of Chalmette Refining and Torrance Refining.

The unaudited pro forma consolidated financial information is presented for informational purposes only. The unaudited pro forma condensed consolidated financial information does not purport to represent what our results of operations or financial condition would have been had the transactions to which the pro forma adjustments relate actually occurred on the dates indicated, and they do not purport to project our results of operations or financial condition for any future period or as of any future date. In addition, they do not purport to indicate the results that would actually have been obtained had the Chalmette and Torrance Acquisitions been completed on the assumed date or for the periods presented, or which may be realized in the future.

In order to prepare the pro forma condensed consolidated financial information, we adjusted Torrance Refining’s historical assets and liabilities to their estimated fair values in accordance with ASC 805 as a result of our closing of the Torrance Acquisition on July 1, 2016. As of the date of this Current Report on Form 8-K/A, we have not completed the detailed valuation work necessary to arrive at the required estimates of the fair value of Torrance Refining’s assets acquired and the liabilities assumed and the related allocation of the purchase price, nor have we identified all adjustments necessary to conform Torrance Refining’s accounting policies to our accounting policies. The determination of the fair value of Torrance Refining’s assets and liabilities is ongoing and is expected to be finalized for our December 31, 2016 fiscal year-end. As a result, the accompanying unaudited pro forma purchase price allocation is preliminary and is subject to further adjustments as additional information becomes available and as additional analyses are performed. The preliminary unaudited pro forma purchase price allocation has been made solely for the purpose of preparing the accompanying unaudited pro forma condensed consolidated financial statements. There can be no assurance that such finalization of the purchase price will not result in material changes from the preliminary purchase price allocation included in the accompanying unaudited pro forma condensed consolidated financial statements.

The pro forma adjustments as of and for the six months ended June 30, 2016 principally give effect to:

• the closing of the Torrance Acquisition and its associated impact on our balance sheet and statement of operations including the borrowing incurred under our Revolving Loan to fund the acquisition.

The pro forma adjustments for the year ended December 31, 2015 principally give effect to:

• the closing of the Chalmette Acquisition and the Torrance Acquisition and their associated impact on our statement of operations including the borrowings incurred under our Revolving Loan to fund the Chalmette and Torrance Acquisitions; and

• the consummation of the 2023 Senior Secured Notes offering, the proceeds of which were used to partially fund the Torrance Acquisition.

Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2016
(in thousands)
	Historical					Pro Forma Effect of Accounting Changes (Note 1)			Adjusted Pro Forma Torrance		Pro Forma Acquisition Adjustments (Note 2)				Other Pro Forma Adjustments				Pro Forma Condensed Consolidated
	PBF Holding			Torrance
ASSETS
Current assets:
Cash and cash equivalents	$	1,310,230		$	—	$	—		$	—	$	(996,533	)		$	10,000		(2)	$	323,697
Accounts receivable, net	645,404			—		—			—		25,236				—				670,640
Accounts receivable- affiliates	3,850			268,404		—			268,404		(268,404		)		—				3,850
Inventories	1,308,536			540,185		—			540,185		(131,276		)		—				1,717,445
Prepaid expense and other current assets	50,123			—		—			—		5,604				(10,000		)	(2)	45,727
Total current assets	3,318,143			808,589		—			808,589		(1,365,373		)		—				2,761,359
Property, plant and equipment, net	2,262,027			867,309		—			867,309		(116,136		)		—				3,013,200
Deferred charges and other assets, net	370,429			—		—			—		46,792				—				417,221
Total assets	$	5,950,599		$	1,675,898	$	—		$	1,675,898	$	(1,434,717	)		$	—			$	6,191,780
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	373,485		$	—	$	2,966		$	2,966	$	—			$	—			$	376,451
Accounts payable- affiliates	21,904			222,590		—			222,590		(222,590		)		—				21,904
Accrued expenses	1,303,771			—		149,000			149,000		(99,000		)		—				1,353,771
Deferred tax liability	26,888			—		—			—		—				—				26,888
Deferred revenue	7,810			—		—			—		—				—				7,810
Other current liabilities	—			217,224		(151,966		)	65,258		(65,258		)		—				—
Total current liabilities	1,733,858			439,814		—			439,814		(386,848		)		—				1,786,824
Delaware Economic Development Authority Loan	4,000			—		—			—		—				—				4,000
Long-term debt	1,788,870			—		—			—		—				—				1,788,870
Affiliate notes payable	470,165			—		—			—		—				—				470,165
Deferred tax liability	25,721			224,523		—			224,523		(224,523		)		—				25,721
Other long-term liabilities	78,564			15,154		—			15,154		173,061				—				266,779
Total liabilities	4,101,178			679,491		—			679,491		(438,310		)		—				4,342,359
Commitments and contingencies
Equity:
Net parent investment	—			996,407		—			996,407		(996,407		)	(3)	—				—
Member's equity	1,489,892			—		—			—		—				—				1,489,892
Retained earnings	370,616			—		—			—		—				—				370,616
Accumulated other comprehensive loss	(23,733		)	—		—			—		—				—				(23,733		)
Total PBF Holding Company LLC equity	1,836,775			996,407		—			996,407		(996,407		)		—				1,836,775
Noncontrolling interest	12,646			—		—			—		—				—				12,646
Total equity	1,849,421			996,407		—			996,407		(996,407		)		—				1,849,421
Total Liabilities and Equity	$	5,950,599		$	1,675,898	$	—		$	1,675,898	$	(1,434,717	)		$	—			$	6,191,780

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

1. We performed certain procedures for the purpose of identifying any material differences in significant accounting policies between PBF Holding and Torrance Refining and any accounting adjustments that would be required in connection with adopting uniform policies. Procedures performed by PBF Holding included a review of the summary of significant accounting policies disclosed in the Torrance Refining audited financial statements and discussions with Torrance Refining management regarding their significant accounting policies in order to identify material adjustments. While we are continuing to engage in additional discussions with Torrance Refining management and are in the process of evaluating the impact of Torrance Refining’s accounting policies on its historical results following the close of the acquisition on July 1, 2016, our best estimate of the differences we have identified to date is included in Note 4 below. Additionally, certain amounts within the historical Torrance Refining other current liabilities account were reclassed to accrued expenses and accounts payable to conform to PBF Holding policy.

2. Represents preliminary cash consideration transferred at closing consisting of $537.5 million for the Torrance Acquisition and a preliminary working capital settlement of $459.0 million, which was funded through a combination of cash on hand including proceeds from a parent company capital contribution, the Company’s 2023 Senior Secured Notes offering and borrowings under our Revolving Loan. The estimated preliminary fair value of the net assets acquired as follows:

	(in millions)
Accounts receivable	$	25.2
Inventories	408.9
Prepaid expenses and other current assets	5.6
Property, plant and equipment	751.2
Deferred charges and other assets, net	46.8
Accounts payable	(3.0		)
Accrued expenses	(50.0		)
Other long-term liabilities	(188.2		)
Estimated fair value of net assets acquired	$	996.5

To reflect our preliminary fair value estimates of the Torrance Refining assets and liabilities, certain purchase accounting adjustments were made as follows:

Decrease in inventories of $131.3 million

Decrease in property plant and equipment, net of $116.1 million

Decrease in accrued expenses of $99.0 million

Increase in other long-term liabilities of $173.1 million

Additionally, in connection with the purchase accounting for Torrance Refining, we reversed the historical financial information for accounts receivable-affiliate, other current liabilities, deferred tax liabilities, and net parent investment as these assets and liabilities were not acquired in the transaction.

These pro forma acquisition adjustments reflect the reversal of Torrance Refining’s historical assets and liabilities as of June 30, 2016 and the recording of the estimated preliminary purchase price allocation of the fair value of the net assets acquired from Torrance Refining as shown above.

This preliminary purchase price allocation estimate is based on PBF Holding’s initial estimates at closing and final allocations are subject to the terms of the sale and purchase agreement. The fair values of the accounts receivable, prepaid expenses and other current assets, deferred charges and other assets and accounts payable are estimated to approximate their carrying value and are based on the estimated working capital acquired at closing. The fair value of inventory is based on the estimated quantities acquired at closing using estimated market prices. The fair value of accrued expenses and other long-term liabilities is based on the estimated assumed emission obligations and environmental liability at closing. The fair value of property, plant and equipment is largely based on the acquisition purchase price of the assets. These amounts may change and may change materially at the time the Torrance Acquisition purchase price allocation is finalized. The final determination of the purchase price allocation is anticipated to be completed as soon as practicable after the close of the acquisition. PBF Holding anticipates that the valuations of the acquired assets and liabilities will include, but not be limited to, inventory, property, plant and equipment and other potential intangible assets. The valuations

are being performed by a third-party valuation specialist based on valuation techniques that PBF Holding deems appropriate for measuring the fair value of the assets acquired and liabilities assumed.

The final acquisition consideration, and amounts allocated to assets acquired and liabilities assumed in the acquisition could differ materially from the amounts presented in these unaudited pro forma condensed consolidated financial statements.

The pro forma net cash adjustment includes the impacts of the following:

	(in millions)
Cash paid for Torrance Acquisition	$	996.5
Less: Amount prepaid to escrow in Q3 2015	(10.0		)
Total pro forma cash adjustment	$	986.5

3. Reflects the elimination of Torrance Refining's Net Parent Investment in connection with PBF Holding’s acquisition of Torrance Refining.

Unaudited Pro Forma Condensed Consolidated Statement of Operations
Six Months Ended June 30, 2016
(in thousands)
	Historical						Pro Forma Effect of Accounting Changes				Adjusted Pro Forma Torrance			Pro Forma Acquisition Adjustments				Pro Forma Condensed Consolidated
	PBF Holding			Torrance
Revenues	$	6,655,958		$	1,079,011		$	—			$	1,079,011		$	—			$	7,734,969
Cost and expenses:
Cost of sales, excluding depreciation	5,730,731			1,000,845			—				1,000,845			—				6,731,576
Operating expenses, excluding depreciation	568,178			349,460			(18,891		)	(4)	330,569			—				898,747
General and administrative expenses	71,360			52,778			—				52,778			—				124,138
Loss on sale of assets	3,222			—			—				—			—				3,222
Depreciation and amortization	103,212			34,722			28,384			(4)	63,106			(21,365		)	(5)	144,953
	6,476,703			1,437,805			9,493				1,447,298			(21,365		)		7,902,636
Income (loss) from operations	179,255			(358,794		)	(9,493		)		(368,287		)	21,365				(167,667		)
Other income (expense)
Change in fair value of catalyst leases	(4,633		)	—			—				—			—				(4,633		)
Interest expense, net	(64,550		)	—			—				—			(5,632		)	(6)	(70,182		)
Income (loss) before income taxes	110,072			(358,794		)	(9,493		)		(368,287		)	15,733				(242,482		)
Income tax expense (benefit)	26,996			(143,936		)	—				(143,936		)	—				(116,940		)
Net income (loss)	83,076			(214,858		)	(9,493		)		(224,351		)	15,733				(125,542		)
Less: net income attributable to noncontrolling interest	393			—			—				—			—				393
Net income (loss)attributable to PBF Holding Company LLC	$	82,683		$	(214,858	)	$	(9,493	)		$	(224,351	)	$	15,733			$	(125,935	)

Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year ended December 31, 2015
(in thousands)
	Historical												Pro Forma Effect of Accounting Changes				Adjusted Pro Forma Chalmette and Torrance			Pro Forma Acquisition Adjustments				Pro Forma Condensed Consolidated
	PBF Holding - Year ended December 31, 2015			Chalmette - Nine months ended September 30, 2015			Chalmette - One months ended October 31, 2015			Torrance - Year ended December 31, 2015
Revenues	$	13,123,929		$	3,388,258		$	299,735		$	3,128,800		$	—			$	6,816,793		$	—			$	19,940,722
Cost and expenses:
Cost of sales, excluding depreciation	11,611,599			2,961,695			266,804			2,990,345			(218,441		)	(4)	6,000,403			—				17,612,002
Operating expenses, excluding depreciation	889,368			—			—			855,077			293,000			(4)	939,897			—				1,829,265
													(208,180		)	(4a)
General and administrative expenses	166,904			134,438			35,187			99,702			(117,448		)	(4)	151,879			—				318,783
(Gain) loss on sale of assets	(1,004		)	—			—			78			—				78			—				(926		)
Depreciation and amortization	191,110			38,934			14,271			71,550			52,045			(4)	176,800			(85,169		)	(5)	282,741
Impairment	—			405,408			—			—			—				405,408			(405,408		)	(5)	—
	12,857,977			3,540,475			316,262			4,016,752			(199,024		)		7,674,465			(490,577		)		20,041,865
Income (loss) from operations	265,952			(152,217		)	(16,527		)	(887,952		)	199,024				(857,672		)	490,577				(101,143		)
Other income (expense)
Change in fair value of catalyst leases	10,184			—			—			—			—				—			—				10,184
Interest expense, net	(88,194		)	109			27			—			(40,869		)	(4)	(40,733		)	(49,235		)	(6)	(178,162		)
Income (loss) before income taxes	187,942			(152,108		)	(16,500		)	(887,952		)	158,155				(898,405		)	441,342				(269,121		)
Income tax expense (benefit)	648			—			—			(361,805		)	2,020			(4)	(359,785		)	—				(359,137		)
Net income (loss)	187,294			(152,108		)	(16,500		)	(526,147		)	156,135				(538,620		)	441,342				90,016
Less: net income attributable to noncontrolling interest	274			646			70			—			—				716			—				990
Net income (loss)attributable to PBF Holding Company LLC	$	187,020		$	(152,754	)	$	(16,570	)	$	(526,147	)	$	156,135			$	(539,336	)	$	441,342			$	89,026

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

4. Reflects the estimated impact of reversing refinery turnaround costs expensed by Torrance Refining from January 1, 2015 through June 30, 2016 in accordance with their historical accounting policy in order to conform to PBF Holding’s accounting policy which is to capitalize refinery turnaround costs incurred in connection with planned major maintenance activities and subsequently amortize such costs on a straight line basis over the period of time estimated to lapse until the next turnaround occurs (generally 3 to 5 years).

The impact of this adjustment for Torrance Refining includes the reversal of the turnaround expense recorded in operating expenses ($208.2 million for the year ended December 31, 2015 (shown as 4a) and $18.9 million for the six months ended June 30, 2016) and recording the estimated depreciation expense of $52.0 million and $28.4 million for 2015 and the six months ended June 30, 2016, respectively, associated with the turnaround costs that have been capitalized on the balance sheet in accordance with our policy.

This adjustment also reflects certain reclassification adjustments to conform to our income statement presentation. The following reclassification adjustments to increase (decrease) certain lines in our income statement were made for Chalmette Refining:

	Year ended December 31, 2015
(in $ millions)
Cost of sales, excluding depreciation	$	(218.4	)
Operating expenses, excluding depreciation	293.0
General and administrative expenses	(117.4		)
Interest expense, net	40.9
Income tax expense	2.0

5. Represents a decrease when comparing the estimated depreciation and amortization expense resulting from the assumed fair value of property, plant and equipment acquired through the Chalmette Acquisition and the Torrance Acquisition, calculated on a straight line basis and based on a weighted average useful life of 25 years, in comparison to the historical depreciation and amortization expense recorded. Also reflects the reversal of the impairment charge recorded by Chalmette Refining in 2015 which would not be applicable since property, plant & equipment would be recorded at fair value in connection with our preliminary purchase price allocation.

6. Represents assumed interest expense incurred in connection with the $170.0 million and $550.0 million borrowings under our Revolver Loan, which were used in part to fund the Chalmette and Torrance Acquisitions, respectively, and the consummation of the 2023 Senior Secured Notes in 2015.

EX-99.4

Exhibit 99.4

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma condensed consolidated financial statements are presented to show how PBF Energy Inc. (“PBF Energy” or the “Company”) might have looked if PBF Energy’s acquisition of the ownership interests of Chalmette Refining, L.L.C. along with its consolidated subsidiaries (“Chalmette Refining”), which owns the Chalmette refinery and related logistics assets (collectively, the “Chalmette Acquisition”), the acquisition of the Torrance refinery and related logistics assets (the “Torrance Acquisition”), the consummation of the offering of PBF Holding LLC’s (“PBF Holding”) 7.00% senior secured notes due 2023 (the “2023 Senior Secured Notes”), borrowings incurred under our asset-backed revolving credit facility (“Revolving Loan”) to fund the Chalmette and Torrance Acquisitions and the issuance of 11,500,000 shares of Class A common stock in a public offering in October 2015 (“October 2015 equity offering”) as described below had occurred on the date and for the periods indicated below. We derived the following unaudited pro forma condensed consolidated financial statements by applying pro forma adjustments to our historical consolidated financial statements, the historical financial statements of Chalmette Refining and the historical financial statements of the Torrance refinery and related logistics assets (collectively “Torrance Refining”). The pro forma effects of the Chalmette Acquisition and the Torrance Acquisition are based on the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations.

We derived the following unaudited pro forma condensed consolidated financial statements by applying pro forma adjustments to our historical condensed consolidated financial statements that give effect to the Chalmette Acquisition, the Torrance Acquisition, the consummation of the 2023 Senior Secured Notes, the October 2015 equity offering and the borrowings incurred under our Revolving Loan to fund the Chalmette and Torrance Acquisitions. The unaudited pro forma consolidated balance sheet is based on the individual historical consolidated balance sheets of the Company and Torrance Refining as of June 30, 2016, and has been prepared to reflect the Torrance Acquisition as if it occurred on June 30, 2016. The historical consolidated balance sheet of the Company as of June 30, 2016 reflected the borrowing incurred under our Revolving Loan to partially fund the Torrance Acquisition. The unaudited pro forma consolidated statement of operations for the year ended December 31, 2015 and the six-months ended June 30, 2016 combines the historical results of operations of the Company, Chalmette Refining and Torrance Refining, as if the acquisitions occurred on January 1, 2015 and gives effect to the borrowings incurred under our Revolving Loan to fund the Chalmette Acquisition and the Torrance Acquisition, the proceeds from the PBF Energy October 2015 equity offering used in part to fund the Torrance Acquisition and the consummation of the 2023 Senior Secured Notes, as if they occurred on January 1, 2015.

The unaudited pro forma consolidated statements of operations for the year ended December 31, 2015 and the six months ended June 30, 2016 do not reflect future events that may occur after the completion of the Torrance and Chalmette Acquisitions on July 1, 2016 and November 1, 2015, respectively, including but not limited to the anticipated realization of cost savings from operating synergies and certain charges expected to be incurred in connection with the transaction, including, but not limited to, costs that may be incurred in connection with integrating the operations of Chalmette Refining and Torrance Refining.

The unaudited pro forma condensed consolidated financial information is presented for informational purposes only. The unaudited pro forma condensed consolidated financial information does not purport to represent what our results of operations or financial condition would have been had the transactions to which the pro forma adjustments relate actually occurred on the dates indicated, and they do not purport to project our results of operations or financial condition for any future period or as of any future date. In addition, they do not purport to indicate the results that would actually have been obtained had the Chalmette and Torrance Acquisitions been completed on the assumed date or for the periods presented, or which may be realized in the future.

In order to prepare the pro forma condensed consolidated financial information, we adjusted Torrance Refining’s historical assets and liabilities to their estimated fair values in accordance with ASC 805 as a result of our closing of the Torrance Acquisition on July 1, 2016. As of the date of this Current Report on Form 8-K/A, we have not completed the detailed valuation work necessary to arrive at the required estimates of the fair value of Torrance Refining’s assets acquired and the liabilities assumed and the related allocation of the purchase price, nor have we identified all adjustments necessary to conform Torrance Refining’s accounting policies to our accounting policies. The determination of the fair value of Torrance Refining’s assets and liabilities is ongoing and is expected to be finalized for our December 31, 2016 fiscal year-end. As a result, the accompanying unaudited pro forma purchase price allocation is preliminary and is subject to further adjustments as additional information becomes available and as additional analyses are performed. The preliminary unaudited pro forma purchase price allocation has been made solely for the purpose of preparing the accompanying unaudited pro forma condensed consolidated financial statements. There can be no assurance that such finalization of the purchase price will not result in material changes from the preliminary purchase price allocation included in the accompanying unaudited pro forma condensed consolidated financial statements.

The pro forma adjustments as of and for the six months ended June 30, 2016 principally give effect to:

• the closing of the Torrance Acquisition and its associated impact on our balance sheet and statement of operations including the borrowings incurred under our Revolving Loan to fund the acquisition.

The pro forma adjustments for the year ended December 31, 2015 principally give effect to:

• the closing of the Chalmette Acquisition and the Torrance Acquisition and their associated impact on our statement of operations including the issuance of Class A common stock in connection with the PBF Energy October 2015 equity offering and borrowings incurred under our Revolving Loan to fund the Chalmette and Torrance Acquisitions; and

• the consummation of the 2023 Senior Secured Notes offering, the proceeds of which were used to partially fund the Torrance Acquisition.

Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2016
(in thousands)
	Historical					Pro Forma Effect of Accounting Changes (Note 1)			Adjusted Pro Forma Torrance		Pro Forma Acquisition Adjustments (Note 2)				Other Pro Forma Adjustments				Pro Forma Condensed Consolidated
	PBF Energy			Torrance
ASSETS
Current assets:
Cash and cash equivalents	$	1,412,935		$	—	$	—		$	—	$	(996,533	)		$	10,000		(2)	$	426,402
Accounts receivable, net	647,866			—		—			—		25,236				—				673,102
Accounts receivable- affiliates	—			268,404		—			268,404		(268,404		)		—				—
Inventories	1,308,536			540,185		—			540,185		(131,276		)		—				1,717,445
Deferred tax assets	315,664			—		—			—		—				—				315,664
Marketable Securities	136,144			—		—			—		—				—				136,144
Prepaid expense and other current assets	110,828			—		—			—		5,604				(10,000		)	(2)	106,432
Total current assets	3,931,973			808,589		—			808,589		(1,365,373		)		—				3,375,189
Property, plant and equipment, net	2,504,921			867,309		—			867,309		(116,136		)		—				3,256,094
Deferred tax assets	180,727			—		—			—		—				—				180,727
Deferred charges and other assets, net	370,429			—		—			—		46,792				—				417,221
Total assets	$	6,988,050		$	1,675,898	$	—		$	1,675,898	$	(1,434,717	)		$	—			$	7,229,231
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	373,839		$	—	$	2,966		$	2,966	$	—			$	—			$	376,805
Accounts payable - affiliate	—			222,590		—			222,590		(222,590		)
Accrued expenses	1,301,795			—		149,000			149,000		(99,000		)		—				1,351,795
Payable to related parties pursuant to tax receivable agreement	57,042			—		—			—		—				—				57,042
Deferred tax liability	24,530			—		—			—		—				—				24,530
Deferred revenue	8,448			—		—			—		—				—				8,448
Current portion of long term debt	135,864			—		—			—		—				—				135,864
Other current liabilities	—			217,224		(151,966		)	65,258		(65,258		)		—				—
Total current liabilities	1,901,518			439,814		—			439,814		(386,848		)		—				1,954,484
Delaware Economic Development Authority Loan	4,000			—		—			—		—				—				4,000
Long-term debt	2,223,848			—		—			—		—				—				2,223,848
Payable to related parties pursuant to tax receivable agreement	604,376			—		—			—		—				—				604,376
Deferred tax liability	—			224,523		—			224,523		(224,523		)		—				—
Other long-term liabilities	78,452			15,154		—			15,154		173,061				—				266,667
Total liabilities	4,812,194			679,491		—			679,491		(438,310		)		—				5,053,375
Commitments and contingencies
Equity:
Class A common stock	93			—		—			—		—				—				93
Class B common stock	—			—		—			—		—				—				—
Preferred stock	—			—		—			—		—				—				—
Net parent investment	—			996,407		—			996,407		(996,407		)	(3)	—				—
Treasury stock	(150,804		)	—		—			—		—				—				(150,804		)
Additional paid in capital	1,930,697			—		—			—		—				—				1,930,697
Retained earnings/(accumulated deficit)	(67,478		)	—		—			—		—				—				(67,478		)
Accumulated other comprehensive loss	(22,302		)	—		—			—		—				—				(22,302		)

Total equity	1,690,206		996,407		—		996,407		(996,407		)	—		1,690,206
Noncontrolling interest	485,650		—		—		—		—			—		485,650
Total equity	2,175,856		996,407		—		996,407		(996,407		)	—		2,175,856
Total Liabilities and Equity	$	6,988,050	$	1,675,898	$	—	$	1,675,898	$	(1,434,717	)	$	—	$	7,229,231

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

1. We performed certain procedures for the purpose of identifying any material differences in significant accounting policies between PBF Energy and Torrance Refining and any accounting adjustments that would be required in connection with adopting uniform policies. Procedures performed by PBF Energy included a review of the summary of significant accounting policies disclosed in the Torrance Refining audited financial statements and discussions with Torrance Refining management regarding their significant accounting policies in order to identify material adjustments. While we are continuing to engage in additional discussions with Torrance Refining management and are in the process of evaluating the impact of Torrance Refining’s accounting policies on its historical results following the close of the acquisition on July 1, 2016, our best estimate of the differences we have identified to date is included in Note 4 below. Additionally, certain amounts within the historical Torrance Refining other current liabilities account were reclassed to accrued expenses and accounts payable to conform to PBF Energy policy.

2. Represents preliminary cash consideration transferred at closing consisting of $537.5 million for the Torrance Acquisition and a preliminary working capital settlement of $459.0 million, which was funded through a combination of cash on hand including proceeds from PBF Energy’s October 2015 equity offering, the Company’s 2023 Senior Secured Notes offering and borrowings under our Revolving Loan. The estimated preliminary fair value of the net assets acquired as follows:

	(in millions)
Accounts receivable	$	25.2
Inventories	408.9
Prepaid expenses and other current assets	5.6
Property, plant and equipment	751.2
Deferred charges and other assets, net	46.8
Accounts payable	(3.0		)
Accrued expenses	(50.0		)
Other long-term liabilities	(188.2		)
Estimated fair value of net assets acquired	$	996.5

To reflect our preliminary fair value estimates of the Torrance Refining assets and liabilities, certain purchase accounting adjustments were made as follows:

Decrease in inventories of $131.3 million

Decrease in property plant and equipment, net of $116.1 million

Decrease in accrued expenses of $99.0 million

Increase in other long-term liabilities of $173.1 million

Additionally, in connection with the purchase accounting for Torrance Refining, we reversed the historical financial information for accounts receivable-affiliate, other current liabilities, deferred tax liabilities, and net parent investment as these assets and liabilities were not acquired in the transaction.

These pro forma acquisition adjustments reflect the reversal of Torrance Refining’s historical assets and liabilities as of June 30, 2016 and the recording of the estimated preliminary purchase price allocation of the fair value of the net assets acquired from Torrance Refining as shown above.

This preliminary purchase price allocation estimate is based on PBF Energy’s initial estimates at closing and final allocations are subject to the terms of the sale and purchase agreement. The fair values of the accounts receivable, prepaid expenses and other current assets, deferred charges and other assets and accounts payable are estimated to approximate their carrying value and are based on the estimated working capital acquired at closing. The fair value of inventory is based on the estimated quantities acquired at closing using estimated market prices. The fair value of accrued expenses and other long-term liabilities is based on the estimated assumed emission obligations and environmental liability at closing. The fair value of property, plant and equipment is largely based on the acquisition purchase price of the assets. These amounts may change and may change materially at the time the Torrance Acquisition purchase price allocation is finalized. The final determination of the purchase price allocation is anticipated to be completed as soon as practicable after the close of the acquisition. PBF Energy anticipates that the valuations of the acquired assets and liabilities will include, but not be limited to, inventory, property, plant

and equipment and other potential intangible assets. The valuations are being performed by a third-party valuation specialist based on valuation techniques that PBF Energy deems appropriate for measuring the fair value of the assets acquired and liabilities assumed.

The final acquisition consideration, and amounts allocated to assets acquired and liabilities assumed in the acquisition could differ materially from the amounts presented in these unaudited pro forma condensed consolidated financial statements.

The pro forma net cash adjustment includes the impacts of the following:

	(in millions)
Cash paid for Torrance Acquisition	$	996.5
Less: Amount prepaid to escrow in Q3 2015	(10.0		)
Total pro forma cash adjustment	$	986.5

3. Reflects the elimination of Torrance Refining’s Net Parent Investment in connection with PBF Energy’s acquisition of Torrance Refining.

Unaudited Pro Forma Condensed Consolidated Statement of Operations
Six Months Ended June 30, 2016
(in thousands)
	Historical						Pro Forma Effect of Accounting Changes				Adjusted Pro Forma Torrance			Pro Forma Acquisition Adjustments				Pro Forma Condensed Consolidated
	PBF Energy			Torrance
Revenues	$	6,658,652		$	1,079,011		$	—			$	1,079,011		$	—			$	7,737,663
Cost and expenses:
Cost of sales, excluding depreciation	5,661,539			1,000,845			—				1,000,845			—				6,662,384
Operating expenses, excluding depreciation	576,597			349,460			(18,891		)	(4)	330,569			—				907,166
General and administrative expenses	80,955			52,778			—				52,778			—				133,733
Loss (gain) on sale of assets	3,222			—			—				—			—				3,222
Depreciation and amortization	106,993			34,722			28,384			(4)	63,106			(21,365		)	(5)	148,734
	6,429,306			1,437,805			9,493				1,447,298			(21,365		)		7,855,239
Income (loss) from operations	229,346			(358,794		)	(9,493		)		(368,287		)	21,365				(117,576		)
Other income (expense)
Change in fair value of catalyst leases	(4,633		)	—			—				—			—				(4,633		)
Interest expense, net	(73,467		)	—			—				—			(5,632		)	(6)	(79,099		)
Income (loss) before income taxes	151,246			(358,794		)	(9,493		)		(368,287		)	15,733				(201,308		)
Income tax expense (benefit)	53,934			(143,936		)	—				(143,936		)	(78,647		)	(7)	(168,649		)
Net income (loss)	97,312			(214,858		)	(9,493		)		(224,351		)	94,380				(32,659		)
Less: net income (loss) attributable to noncontrolling interest	23,170			—			—				—			(10,014		)	(7)	13,156
Net income (loss) attributable to PBF Energy Inc.	$	74,142		$	(214,858	)	$	(9,493	)		$	(224,351	)	$	104,394			$	(45,815	)
Weighted-average shares of Class A common stock outstanding
Basic	97,822,875																	97,822,875
Diluted	103,364,478																	97,822,875
Net income (loss) available to Class A common stock per share:
Basic	0.76																	(0.47		)
Diluted	0.76																	(0.47		)

Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year ended December 31, 2015
(in thousands)
	Historical												Pro Forma Effect of Accounting Changes				Adjusted Pro Forma Chalmette and Torrance			Pro Forma Acquisition Adjustments				Pro Forma Condensed Consolidated
	PBF Energy - Year ended December 31, 2015			Chalmette - Ten months ended September 30, 2015			Chalmette - One months ended October 31, 2015			Torrance - Year ended December 31, 2015
Revenues	$	13,123,929		$	3,388,258		$	299,735		$	3,128,800		$	—			$	6,816,793		$	—			$	19,940,722
Cost and expenses:
Cost of sales, excluding depreciation	11,481,614			2,961,695			266,804			2,990,345			(218,441		)	(4)	6,000,403			—				17,482,017
Operating expenses, excluding depreciation	904,525			—			—			855,077			293,000			(4)	939,897			—				1,844,422
													(208,180		)	(4a)
General and administrative expenses	181,266			134,438			35,187			99,702			(117,448		)	(4)	151,879			—				333,145
(Gain) loss on sale of assets	(1,004		)	—			—			78			—				78			—				(926		)
Depreciation and amortization	197,417			38,934			14,271			71,550			52,045			(4)	176,800			(85,169		)	(5)	289,048
Impairment	—			405,408			—			—			—				405,408			(405,408		)	(5)	—
	12,763,818			3,540,475			316,262			4,016,752			(199,024		)		7,674,465			(490,577		)		19,947,706
Income (loss) from operations	360,111			(152,217		)	(16,527		)	(887,952		)	199,024				(857,672		)	490,577				(6,984		)
Other income (expense)
Change in tax receivable liability	18,150			—			—			—			—				—			—				18,150
Change in fair value of catalyst leases	10,184			—			—			—			—				—			—				10,184
Interest expense, net	(106,187		)	109			27			—			(40,869		)	(4)	(40,733		)	(49,235		)	(6)	(196,155		)
Income (loss) before income taxes	282,258			(152,108		)	(16,500		)	(887,952		)	158,155				(898,405		)	441,342				(174,805		)
Income tax expense (benefit)	86,725			—			—			(361,805		)	2,020			(4)	(359,785		)	(36,613		)	(7)	(309,673		)
Net income (loss)	195,533			(152,108		)	(16,500		)	(526,147		)	156,135				(538,620		)	477,955				134,868
Less: net income (loss) attributable to noncontrolling interest	49,132			646			70			—			—				716			(5,537		)	(7)	44,311
Net income (loss) attributable to PBF Energy Inc.	$	146,401		$	(152,754	)	$	(16,570	)	$	(526,147	)	$	156,135			$	(539,336	)	$	483,492			$	90,557
Weighted-average shares of Class A common stock outstanding
Basic	88,106,999																			8,979,452			(8)	97,086,451
Diluted	94,138,850																			8,979,452			(8)	103,118,302
Net income available to Class A common stock per share:
Basic	1.66																							0.93
Diluted	1.65																							0.93

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

4. Reflects the estimated impact of reversing refinery turnaround costs expensed by Torrance Refining from January 1, 2015 through June 30, 2016 in accordance with their historical accounting policy in order to conform to PBF Energy’s accounting policy which is to capitalize refinery turnaround costs incurred in connection with planned major maintenance activities and subsequently amortize such costs on a straight line basis over the period of time estimated to lapse until the next turnaround occurs (generally 3 to 5 years).

The impact of this adjustment for Torrance Refining includes the reversal of the turnaround expense recorded in operating expenses ($208.2 million for the year ended December 31, 2015 (shown as 4a) and $18.9 million for the six months ended June 30, 2016) and recording the estimated depreciation expense of $52.0 million and $28.4 million for 2015 and the six months ended June 30, 2016, respectively, associated with the turnaround costs that have been capitalized on the balance sheet in accordance with our policy.

This adjustment also reflects certain reclassification adjustments to conform to our income statement presentation. The following adjustments to increase (decrease) certain lines in our income statement were made for Chalmette Refining:

	Year ended December 31, 2015
(in $ millions)
Cost of sales, excluding depreciation	$	(218.4	)
Operating expenses, excluding depreciation	293.0
General and administrative expenses	(117.4		)
Interest expense, net	40.9
Income tax expense	2.0

5. Represents a decrease when comparing the estimated depreciation and amortization expense resulting from the assumed fair value of property, plant and equipment acquired through the Chalmette Acquisition and the Torrance Acquisition, calculated on a straight line basis and based on a weighted average useful life of 25 years, in comparison to the historical depreciation and amortization expense recorded. Also reflects the reversal of the impairment charge recorded by Chalmette Refining in 2015 which would not be applicable since property, plant & equipment would be recorded at fair value in connection with our preliminary purchase price allocation.

6. Represents assumed interest expense incurred in connection with the $170.0 million and $550.0 million borrowings under our Revolver Loan, which were used in part to fund the Chalmette and Torrance Acquisitions, respectively, and the consummation of the 2023 Senior Secured Notes in 2015.

7. Reflects the impact on PBF Energy’s net income attributable to non-controlling interest and income tax expense, inclusive of the adjusted pro forma net loss for the period and income related to pro forma acquisition adjustments, based on a non-controlling interest of 4.8% and a tax rate of 39.6% for the six months ended June 30, 2016 and based on a non-controlling interest of 5.7% and a tax rate of 39.6% for the year ended December 31, 2015.

8. Includes the impact of shares issued in connection with the October 2015 Equity Offering (11,500,000 shares).