10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended: March 31, 2020

or

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

For the transition period from             to             

Commission File Number: 333-186007

Commission File Number: 333-186007-07

PBF HOLDING COMPANY LLC

PBF FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		27-2198168
Delaware		45-2685067
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
One Sylvan Way, Second Floor
Parsippany	New Jersey	07054
(Address of principal executive offices)		(Zip Code)

(973) 455-7500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  

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

PBF Holding Company LLC has no common stock outstanding. As of May 12, 2020, 100% of the membership interests of PBF Holding Company LLC were owned by PBF Energy Company LLC, and PBF Finance Corporation had 100 shares of common stock outstanding, all of which were held by PBF Holding Company LLC.

PBF Finance Corporation meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

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PBF HOLDING COMPANY LLC

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2020

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS			3
PART I – FINANCIAL INFORMATION
	ITEM 1.	Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019	5
		Condensed Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019	6
		Condensed Consolidated Statements of Comprehensive Income (loss) for the three months ended March 31, 2020 and 2019	7
		Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2020 and 2019	8
		Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019	9
		Notes to Condensed Consolidated Financial Statements	11
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	59
	ITEM 4.	Controls and Procedures	61
PART II – OTHER INFORMATION
	ITEM 1.	Legal Proceedings	62
	ITEM 1A.	Risk Factors	67
	ITEM 6.	Exhibits	69
SIGNATURES			71

This combined Quarterly Report on Form 10-Q is filed by PBF Holding Company LLC (“PBF Holding”) and PBF Finance Corporation (“PBF Finance”). PBF Holding is a wholly-owned subsidiary of PBF Energy Company LLC (“PBF LLC”) and is the parent company for PBF LLC’s refinery operating subsidiaries. PBF Finance is a wholly-owned subsidiary of PBF Holding. PBF Holding is an indirect subsidiary of PBF Energy Inc. (“PBF Energy”), which is the sole managing member of, and owner of an equity interest representing approximately 99.2% of the outstanding economic interests in PBF LLC as of March 31, 2020. PBF Energy operates and controls all of the business and affairs and consolidates the financial results of PBF LLC and its subsidiaries. PBF Logistics GP LLC is a wholly-owned subsidiary of PBF LLC and the general partner of PBF Logistics LP (“PBFX”), which is an affiliate of PBF Holding. PBF Holding, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This combined Quarterly Report on Form 10-Q contains certain “forward-looking statements” of expected future developments that involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that relate to our strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to our expectations regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results.

Important factors that could cause actual results to differ materially from our expectations, which we refer to as "cautionary statements," are disclosed under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Form 10-Q, the Annual Report on Form 10-K for the year ended December 31, 2019 of PBF Holding Company LLC and PBF Finance Corporation, which we refer to as our 2019 Annual Report on Form 10-K, and in our other filings with the U.S. Securities and Exchange Commission (“SEC”). All forward-looking information in this Quarterly Report on Form 10-Q and subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:

•the effect of the recent novel coronavirus (“COVID-19”) pandemic and related governmental and consumer responses on our business, financial condition and results of operations;

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

• the effects of competition in our markets;

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

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

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

•our indebtedness;

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

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

•termination of our Inventory Intermediation Agreements (as defined in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations”) with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. (“J. Aron”), which could have a material adverse effect on our liquidity, as we would be required to finance our crude oil, intermediate and refined products inventory covered by the agreements. Additionally, we are obligated to repurchase from J. Aron certain crude, intermediates and finished products (the “J. Aron Products”) located at the Company’s storage tanks at the Delaware City and Paulsboro refineries (the “East Coast Refineries”) and at PBFX’s assets acquired from

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Crown Point International, LLC in October 2018 (together with the Company’s storage tanks at the East Coast Refineries, the “J. Aron Storage Tanks”) upon termination of these agreements;

•restrictive covenants in our indebtedness that may adversely affect our operational flexibility or ability to make distributions;

•our assumptions regarding payments arising under PBF Energy’s Tax Receivable Agreement and other arrangements relating to PBF Energy;

•our expectations and timing with respect to our acquisition activity;

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

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

•the impact of the recently enacted federal income tax legislation on our business;

•the threat of cyber-attacks;

•our increased dependence on technology;

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

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

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

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

•our ability to complete the successful integration of the Martinez refinery and any other acquisitions into our business and to realize the benefits from such acquisitions;

•unforeseen liabilities associated with the Martinez Acquisition (as defined in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations) and any other acquisitions; and

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

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

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

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in millions)

	March 31, 2020		December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	589.4	$	763.1
Accounts receivable	431.9		826.6
Accounts receivable - affiliate	13.5		6.5
Inventories	986.5		2,122.2
Assets held for sale	58.4		—
Prepaid and other current assets	98.1		48.0
Total current assets	2,177.8		3,766.4
Property, plant and equipment, net	4,145.4		3,168.6
Operating lease right of use assets - third party	330.2		306.1
Operating lease right of use assets - affiliate	631.2		650.3
Financing lease right of use assets - third party	84.9		24.2
Deferred charges and other assets, net	1,065.7		930.0
Total assets	$	8,435.2	$	8,845.6
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	428.0	$	591.2
Accounts payable - affiliate	87.1		48.1
Accrued expenses	1,463.1		1,791.4
Current operating lease liabilities - third party	79.4		72.0
Current operating lease liabilities - affiliate	80.6		79.2
Deferred revenue	33.9		17.0
Total current liabilities	2,172.1		2,598.9
Long-term debt	2,643.5		1,262.8
Deferred tax liabilities	45.6		31.4
Long-term operating lease liabilities - third party	249.3		232.9
Long-term operating lease liabilities - affiliate	550.5		571.1
Long-term financing lease liabilities - third party	73.2		18.4
Other long-term liabilities	291.9		232.9
Total liabilities	6,026.1		4,948.4
Commitments and contingencies (Note 8)
Equity:
PBF Holding Company LLC equity
Member’s equity	2,745.9		2,739.1
Retained earnings (Accumulated deficit)	(338.8)		1,156.9
Accumulated other comprehensive loss	(8.9)		(9.7)
Total PBF Holding Company LLC equity	2,398.2		3,886.3
Noncontrolling interest	10.9		10.9
Total equity	2,409.1		3,897.2
Total liabilities and equity	$	8,435.2	$	8,845.6

See notes to condensed consolidated financial statements.

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PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in millions)

	Three Months Ended March 31,
	2020		2019
Revenues	$	5,260.0	$	5,208.7
Cost and expenses:
Cost of products and other	6,033.4		4,276.2
Operating expenses (excluding depreciation and amortization expense as reflected below)	507.5		453.4
Depreciation and amortization expense	105.4		94.3
Cost of sales	6,646.3		4,823.9
General and administrative expenses (excluding depreciation and amortization expense as reflected below)	78.2		51.2
Depreciation and amortization expense	2.9		2.8
Change in fair value of contingent consideration	(53.0)		—
Equity income in investee	—		(4.7)
Total cost and expenses	6,674.4		4,873.2
Income (loss) from operations	(1,414.4)		335.5
Other income (expense):
Interest expense, net	(36.5)		(27.4)
Change in fair value of catalyst obligations	11.7		(3.1)
Debt extinguishment costs	(22.2)		—
Other non-service components of net periodic benefit cost	1.0		(0.1)
Income (loss) before income taxes	(1,460.4)		304.9
Income tax expense (benefit)	14.2		(7.2)
Net income (loss)	(1,474.6)		312.1
Less: net income attributable to noncontrolling interests	—		—
Net income (loss) attributable to PBF Holding Company LLC	$	(1,474.6)	$	312.1

See notes to condensed consolidated financial statements.

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PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited, in millions)

	Three Months Ended March 31,
	2020		2019
Net income (loss)	$	(1,474.6)	$	312.1
Other comprehensive income:
Unrealized gain on available for sale securities	0.6		—
Net gain on pension and other post-retirement benefits	0.2		0.2
Total other comprehensive income	0.8		0.2
Comprehensive income (loss)	(1,473.8)		312.3
Less: comprehensive income attributable to noncontrolling interests	—		—
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	(1,473.8)	$	312.3

See notes to condensed consolidated financial statements.

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PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(unaudited, in millions)

	Member’s Equity		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)		Noncontrolling Interest		Total Equity
Balance, December 31, 2019	$	2,739.1	$	(9.7)	$	1,156.9	$	10.9	$	3,897.2
Member distributions	—		—		(21.1)		—		(21.1)
Stock-based compensation	6.8		—		—		—		6.8
Net income (loss)	—		—		(1,474.6)		—		(1,474.6)
Other comprehensive income	—		0.8		—		—		0.8
Balance, March 31, 2020	$	2,745.9	$	(8.9)	$	(338.8)	$	10.9	$	2,409.1
Balance, December 31, 2018	$	2,652.5	$	(23.9)	$	890.3	$	10.9	$	3,529.8
Member distributions	—		—		(23.0)		—		(23.0)
Distribution of assets to PBF LLC	(0.3)		—		—		—		(0.3)
Stock-based compensation	6.2		—		—		—		6.2
Net income	—		—		312.1		—		312.1
Other comprehensive income	—		0.2		—		—		0.2
Balance, March 31, 2019	$	2,658.4	$	(23.7)	$	1,179.4	$	10.9	$	3,825.0

See notes to condensed consolidated financial statements.

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PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in millions)

	Three Months Ended March 31,
	2020		2019
Cash flows from operating activities:
Net income (loss)	$	(1,474.6)	$	312.1
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	110.8		98.7
Stock-based compensation	8.3		7.1
Change in fair value of catalyst obligations	(11.7)		3.1
Deferred income taxes	14.2		(7.2)
Non-cash change in inventory repurchase obligations	(67.9)		14.2
Non-cash lower of cost or market inventory adjustment	1,285.6		(506.0)
Change in fair value of contingent consideration	(53.0)		—
Debt extinguishment costs	22.2		—
Pension and other post-retirement benefit costs	13.1		11.2
Income from equity method investee	—		(4.7)
Distributions from equity method investee	—		4.7
Changes in operating assets and liabilities:
Accounts receivable	394.7		(152.7)
Due to/from affiliates	32.0		10.3
Inventories	74.3		(194.7)
Prepaid and other current assets	(44.8)		(70.0)
Accounts payable	(198.7)		40.6
Accrued expenses	(367.0)		213.3
Deferred revenue	16.9		46.5
Other assets and liabilities	(9.0)		(11.5)
Net cash used in operating activities	$	(254.6)	$	(185.0)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(59.2)		(94.2)
Expenditures for deferred turnaround costs	(69.1)		(133.0)
Expenditures for other assets	(4.6)		(22.2)
Acquisition of Martinez refinery	(1,176.2)		—
Equity method investment - return of capital	—		1.8
Net cash used in investing activities	$	(1,309.1)	$	(247.6)

See notes to condensed consolidated financial statements.

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PBF HOLDING COMPANY LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(unaudited, in millions)

	Three Months Ended March 31,
	2020		2019
Cash flows from financing activities:
Distributions to members	$	(21.1)	$	(23.0)
Proceeds from 2028 6.00% Senior Notes	1,000.0		—
Redemption of 2023 7.00% Senior Notes	(517.5)		—
Repayments of PBF Rail Term Loan	(1.8)		(1.7)
Proceeds from revolver borrowings	1,150.0		575.0
Repayments of revolver borrowings	(250.0)		(325.0)
Payments on financing leases	(2.6)		—
Proceeds from insurance premium financing	45.3		30.2
Deferred financing costs and other	(12.3)		—
Net cash provided by financing activities	$	1,390.0	$	255.5
Net decrease in cash and cash equivalents	(173.7)		(177.1)
Cash and cash equivalents, beginning of period	763.1		561.7
Cash and cash equivalents, end of period	$	589.4	$	384.6
Supplemental cash flow disclosures
Non-cash activities:
Accrued and unpaid capital expenditures	$	125.2	$	118.1
Assets acquired under operating leases	47.6		936.6
Assets acquired under finance leases	63.5		—
Fair value of the Martinez Contingent Consideration at acquisition	77.3		—
Distribution of assets to PBF Energy Company LLC	—		0.3
Cash paid during the period for:
Interest (net of capitalized interest of $3.3 million and $4.0 million in 2020 and 2019, respectively)	$	13.4	$	4.0

See notes to condensed consolidated financial statements.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description of the Business

PBF Holding Company LLC (“PBF Holding”), a Delaware limited liability company, and PBF Finance Corporation (“PBF Finance”), a wholly-owned subsidiary of PBF Holding, together with the Company’s consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. PBF Holding is a wholly-owned subsidiary of PBF Energy Company LLC (“PBF LLC”). PBF Energy Inc. (“PBF Energy”) is the sole managing member of, and owner of an equity interest representing approximately 99.2% of the outstanding economic interest in, PBF LLC as of March 31, 2020. PBF Investments LLC, Toledo Refining Company LLC, Paulsboro Refining Company LLC, Delaware City Refining Company LLC, Chalmette Refining, L.L.C. (“Chalmette Refining”), PBF Energy Western Region LLC, Torrance Refining Company LLC, Torrance Logistics Company LLC and Martinez Refining Company LLC are PBF LLC’s principal operating subsidiaries and are all wholly-owned subsidiaries of PBF Holding. Collectively, PBF Holding and its consolidated subsidiaries are referred to hereinafter as the “Company”.

PBF Logistics GP LLC (“PBF GP”) serves as the general partner of PBF Logistics LP (“PBFX”). PBF GP is wholly-owned by PBF LLC. In a series of transactions, PBF Holding has distributed certain assets to PBF LLC, which in turn contributed those assets to PBFX (as described in “Note 7 - Related Party Transactions”).

Substantially all of the Company’s operations are in the United States. As of March 31, 2020, the Company’s oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and have been aggregated to form one reportable segment. To generate earnings and cash flows from operations, the Company is primarily dependent upon processing crude oil and selling refined petroleum products at margins sufficient to cover fixed and variable costs and other expenses. Crude oil and refined petroleum products are commodities; and factors that are largely out of the Company’s control can cause prices to vary over time. The resulting potential margin volatility can have a material effect on the Company’s financial position, earnings and cash flows.

Basis of Presentation

The unaudited condensed consolidated financial information furnished herein reflects all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, considered necessary for a fair presentation of the financial position and the results of operations and cash flows of the Company for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These interim Condensed Consolidated Financial Statements should be read in conjunction with the PBF Holding and PBF Finance financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2019. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the full year.

Reclassification

As of March 31, 2020, Financing lease right-of-use assets and liabilities, previously included in Deferred charges and other assets, net and Other long term liabilities, respectively, in the Condensed Consolidated Balance Sheets, are disclosed as separate line items in the Condensed Consolidated Financial Statements. Certain of these amounts previously reported in the Company's Condensed Consolidated Financial Statements and those respective footnotes for prior periods have been reclassified to conform to the 2020 presentation.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Interim Impairment Assessment

The global crisis resulting from the spread of the recent novel coronavirus (“COVID-19”) has had a substantial impact on the economy and overall consumer demand for energy and hydrocarbon products. As a result of the significant decrease in PBF Energy’s stock price as of the end of the quarter and noticeable reduction in demand for the Company’s products, the Company determined an impairment triggering event had occurred. As such, the Company performed an interim impairment assessment on certain long-lived assets as of March 31, 2020. As a result of the interim impairment test, the Company concluded that the carrying values of its long-lived assets were not impaired when comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets over their remaining estimated useful life.

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-13, “Financial Instruments-Credit Losses” (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This guidance amends the guidance on measuring credit losses on financial assets held at amortized cost. ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted this ASU effective January 1, 2020. The adoption of this ASU does not currently impact the Company’s Condensed Consolidated Financial Statements. Refer to “Note 3 - Current Expected Credit Losses” for further disclosure related to our adoption of this pronouncement..

Recently Issued Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the effects of reference rate reform on financial reporting. The amendments in this ASU provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this ASU are elective and apply to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference London Interbank Offering Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by topic or industry subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The Company is currently evaluating the impact of this new standard on its Condensed Consolidated Financial Statements and related disclosures.

In August 2018, the FASB issued ASU No. 2018-14, “Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20)”, to improve the effectiveness of benefit plan disclosures in the notes to financial statements by facilitating clear communication of the information required by GAAP that is most important to users of each entity’s financial statements. The amendments in this ASU modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. Additionally, the amendments in this ASU remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. The amendments in this ASU are effective for fiscal years ending after December 15, 2020, for public business entities and early adoption is permitted for all entities. The Company is currently evaluating the impact of this new standard on its Condensed Consolidated Financial Statements and related disclosures.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2. ACQUISITIONS

Martinez Acquisition

On February 1, 2020, the Company acquired from Equilon Enterprises LLC d/b/a Shell Oil Products US (the "Seller"), the Martinez refinery and related logistics assets (collectively, the "Martinez Acquisition"), pursuant to a sale and purchase agreement dated June 11, 2019 (the “Sale and Purchase Agreement”). The Martinez refinery, located in Martinez, California, is a high-conversion, dual-coking facility that is strategically positioned in Northern California and provides for operating and commercial synergies with the Torrance refinery located in Southern California.

In addition to refining assets, the Martinez Acquisition includes a number of onsite logistics assets, including a deep-water marine facility, product distribution terminals and refinery crude and product storage facilities.

The aggregate purchase price for the Martinez Acquisition was $1,253.4 million, including final working capital of $216.1 million and the Martinez Contingent Consideration, as defined below. The transaction was financed through a combination of cash on hand, including proceeds from the 2028 Senior Notes (as defined in “Note 6 - Debt”) and borrowings under PBF Holding’s asset-based revolving credit agreement (the “Revolving Credit Facility”).

The Company accounted for the Martinez Acquisition as a business combination under GAAP whereby it recognizes assets acquired and liabilities assumed in an acquisition at their estimated fair values as of the date of acquisition. The purchase price and fair value allocation may be subject to adjustment pending completion of the final purchase valuation, which was in process as of March 31, 2020.

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

(in millions)	Purchase Price
Gross purchase price	$	960.0
Working capital, including post close adjustments	216.1
Contingent consideration (a)	77.3
Total consideration	$	1,253.4

(a) The Martinez Acquisition includes an obligation for the Company to make post-closing earn-out payments to the Seller based on certain earnings thresholds of the Martinez refinery (as set forth in the Sale and Purchase Agreement), for a period of up to four years following the acquisition closing date (the “Martinez Contingent Consideration”). The Company recorded the Martinez Contingent Consideration based on its estimated fair value of $77.3 million at the acquisition date, which was recorded within “Other long-term liabilities” within the Condensed Consolidated Balance Sheets.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(in millions)	Fair Value Allocation
Inventories	$	224.1
Prepaid and other current assets	5.4
Property, plant and equipment	987.9
Operating lease right of use assets	7.8
Financing lease right of use assets	63.5
Deferred charges and other assets, net	63.7
Accrued expenses	(1.4)
Current operating lease liabilities	(1.9)
Current financing lease liabilities (a)	(6.0)
Long-term operating lease liabilities	(5.9)
Long-term financing lease liabilities	(57.5)
Other long-term liabilities - Environmental obligation	(26.3)
Fair value of net assets acquired	$	1,253.4

(a) Current financing lease liabilities are recorded in Accrued expenses within the Condensed Consolidated Balance Sheet.

The Company’s Condensed Consolidated Financial Statements for the three months ended March 31, 2020 include the results of operations of the Martinez refinery and related logistics assets subsequent to the Martinez Acquisition. The same period in 2019 does not include the results of operations of such assets. On an unaudited pro-forma basis, the revenues and net income (loss) of the Company, assuming the acquisition had occurred on January 1, 2019, are shown below. The unaudited pro-forma information does not purport to present what the Company’s actual results would have been had the Martinez Acquisition occurred on January 1, 2019, nor is the financial information indicative of the results of future operations. The unaudited pro-forma financial information includes the depreciation and amortization expense related to the Martinez Acquisition and interest expense associated with the related financing.

	Three Months Ended March 31, 2020		Three Months Ended March 31, 2019
(Unaudited, in millions)
Pro-forma revenues	$	5,623.8	$	6,251.3
Pro-forma net income (loss) attributable to PBF Holding	$	(1,505.9)	$	293.6

Acquisition Expenses

The Company incurred acquisition-related costs of $11.5 million for the three months ended March 31, 2020, consisting primarily of consulting and legal expenses related to the Martinez Acquisition. There were no acquisition costs during the three months ended March 31, 2019. These costs are included in General and administrative expenses within the Condensed Consolidated Statements of Operations.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3. CURRENT EXPECTED CREDIT LOSSES

Credit Losses

The Company has exposure to credit losses primarily through its sales of refined products. The Company evaluates creditworthiness on an individual customer basis. The Company utilizes a financial review model for purposes of evaluating creditworthiness which is based on information from financial statements and credit reports. The financial review model enables the Company to assess the customer’s risk profile and determine credit limits on the basis of their financial strength, including but not limited to, their liquidity, leverage, debt serviceability, longevity and how they pay their bills. The Company may require security in the form of letters of credit or cash payments in advance of product delivery for certain customers that are deemed higher risk.

The Company’s payment terms on its trade receivables are relatively short, generally 30 days or less for a substantial majority of its refined products. As a result, the Company’s collection risk is mitigated to a certain extent by the fact that sales are collected in a relatively short period of time, allowing for the ability to reduce exposure on defaults if collection issues are identified. Notwithstanding, the Company reviews each customer’s credit risk profile at least annually or more frequently if warranted. Following the widespread market disruption that has resulted from the COVID-19 pandemic and related governmental responses, the Company has been performing ongoing credit reviews of its customers including monitoring for any negative credit events such as customer bankruptcy or insolvency events. As a result, the Company has adjusted certain payment terms or limited available trade credit for certain customers, as well as for customers within industries that are deemed to be at higher risk.

The Company performs a quarterly allowance for doubtful accounts analysis to assess whether an allowance needs to be recorded for any outstanding trade receivables. In estimating credit losses, management reviews accounts that are past due, have known disputes or have experienced any negative credit events that may result in future collectability issues. There was no allowance for doubtful accounts recorded as of March 31, 2020 and December 31, 2019.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. INVENTORIES

Inventories consisted of the following:

March 31, 2020
(in millions)	Titled Inventory		Inventory Intermediation Agreements		Total
Crude oil and feedstocks	$	1,158.7	$	—	$	1,158.7
Refined products and blendstocks	1,109.6		270.8		1,380.4
Warehouse stock and other	134.6		—		134.6
	$	2,402.9	$	270.8	$	2,673.7
Lower of cost or market adjustment	(1,521.5)		(165.7)		(1,687.2)
Total inventories	$	881.4	$	105.1	$	986.5

December 31, 2019
(in millions)	Titled Inventory		Inventory Intermediation Agreements		Total
Crude oil and feedstocks	$	1,071.4	$	2.7	$	1,074.1
Refined products and blendstocks	976.0		352.9		1,328.9
Warehouse stock and other	120.8		—		120.8
	$	2,168.2	$	355.6	$	2,523.8
Lower of cost or market adjustment	(324.8)		(76.8)		(401.6)
Total inventories	$	1,843.4	$	278.8	$	2,122.2

Inventory under the amended and restated inventory intermediation agreements with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. (“J. Aron”) (as amended and restated from time to time, the “Inventory Intermediation Agreements”) includes crude oil, intermediate and certain finished products (the “J. Aron Products”) purchased or produced by the Paulsboro and Delaware City refineries (the “East Coast Refineries”), and sold to counterparties in connection with such agreements. This inventory is held in the Company’s storage tanks at the East Coast Refineries and at PBFX’s assets acquired from Crown Point International, LLC in October 2018 (the “PBFX East Coast Storage Assets” and together with the Company’s storage tanks at the East Coast Refineries, the “J. Aron Storage Tanks”).

During the three months ended March 31, 2020, the Company recorded an adjustment to value its inventories to the lower of cost or market which increased loss from operations by $1,285.6 million, reflecting the net change in the lower of cost or market (“LCM”) inventory reserve from $401.6 million at December 31, 2019 to $1,687.2 million at March 31, 2020.

During the three months ended March 31, 2019, the Company recorded an adjustment to value its inventories to the lower of cost or market which increased income from operations by $506.0 million, reflecting the net change in the LCM inventory reserve from $651.8 million at December 31, 2018 to $145.8 million at March 31, 2019.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. ACCRUED EXPENSES

Accrued expenses consisted of the following:

(in millions)	March 31, 2020		December 31, 2019
Inventory-related accruals	$	606.8	$	1,103.2
Inventory intermediation agreements	209.5		278.1
Excise and sales tax payable	141.9		98.4
Renewable energy credit and emissions obligations	118.4		17.7
Accrued transportation costs	88.5		88.7
Accrued capital expenditures	84.6		31.0
Customer deposits	36.4		1.8
Accrued utilities	28.2		40.1
Accrued interest	26.9		6.8
Accrued salaries and benefits	18.5		77.4
Accrued refinery maintenance and support costs	13.5		16.9
Environmental liabilities	12.6		12.3
Current finance lease liabilities	12.7		6.5
Other	64.6		12.5
Total accrued expenses	$	1,463.1	$	1,791.4

The Company has the obligation to repurchase the J. Aron Products that are held in its J. Aron Storage Tanks in accordance with the Inventory Intermediation Agreements with J. Aron. As of March 31, 2020 and December 31, 2019, a liability is recognized for the Inventory Intermediation Agreements and is recorded at market price for the J. Aron owned inventory held in the Company’s J. Aron Storage Tanks under the Inventory Intermediation Agreements, with any change in the market price being recorded in Cost of products and other.

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

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6. DEBT

Senior Notes

On January 24, 2020, PBF Holding entered into an indenture (the “Indenture”) among PBF Holding and PBF Holding’s wholly-owned subsidiary, PBF Finance (together with PBF Holding, the “Issuers”), the guarantors named therein (collectively the “Guarantors”), Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, under which the Issuers issued $1.0 billion in aggregate principal amount of 6.00% senior unsecured notes due 2028 (the “2028 Senior Notes”). The Issuers received net proceeds of approximately $987.0 million from the offering after deducting the initial purchasers’ discount and estimated offering expenses. The Company primarily used the net proceeds to fully redeem the 7.00% senior notes due 2023 (the “2023 Senior Notes”), including accrued and unpaid interest, on February 14, 2020, and to fund a portion of the cash consideration for the Martinez Acquisition. The difference between the carrying value of the 2023 Senior Notes on the date they were reacquired and the amount for which they were reacquired has been classified as Debt extinguishment costs in the Condensed Consolidated Statement of Operations.

In connection with the issuance of the 2028 Senior Notes, the Issuers and the Guarantors entered into a registration rights agreement whereby the Company has agreed to file with the SEC and use reasonable efforts to cause to become effective within 365 days of the closing date, a registration statement relating to an offer to exchange the 2028 Senior Notes for an issue of registered notes with terms substantially identical to the 2028 Senior Notes. The Issuers will be obligated to pay additional interest if they fail to comply with their obligations to register the 2028 Senior Notes within the specified time period. The Company fully intends to file a registration statement for the exchange of the 2028 Senior Notes within the 365 day period following the closing of the 2028 Senior Notes. In addition, there are no restrictions or hindrances that the Company is aware of that would prohibit the Issuers from filing such registration statement and maintaining its effectiveness as stipulated in the registration rights agreement. As such, the Company asserts that it is not probable that it will have to transfer any consideration as a result of the registration rights agreement and thus no loss contingency was recorded.

The 2028 Senior Notes are guaranteed on a senior unsecured basis by substantially all of PBF Holding’s subsidiaries. The 2028 Senior Notes and guarantees are senior unsecured obligations and rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future indebtedness, including PBF Holding’s Revolving Credit Facility and the Issuers’ 7.25% senior notes due 2025 (the “2025 Senior Notes”). The 2028 Senior Notes and the guarantees rank senior in right of payment to the Issuers’ and the Guarantors’ existing and future indebtedness that is expressly subordinated in right of payment thereto. The 2028 Senior Notes and the guarantees are effectively subordinated to any of the Issuers’ and the Guarantors’ existing or future secured indebtedness (including the Revolving Credit Facility) to the extent of the value of the collateral securing such indebtedness. The 2028 Senior Notes and the guarantees are structurally subordinated to any existing or future indebtedness and other obligations of the Issuers’ non-guarantor subsidiaries.

At any time prior to February 15, 2023, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2028 Senior Notes in an amount not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 106.000% of the principal amount of the 2028 Senior Notes, plus any accrued and unpaid interest through the date of redemption. On or after February 15, 2023, the Issuers may redeem all or part of the 2028 Senior Notes, in each case at the redemption prices described in the Indenture, together with any accrued and unpaid interest through the date of redemption. In addition, prior to February 15, 2023, the Issuers may redeem all or part of the 2028 Senior Notes at a “make-whole” redemption price described in the Indenture, together with any accrued and unpaid interest through the date of redemption.

As disclosed in “Note 15 - Subsequent Events”, on May 13, 2020, PBF Holding issued $1.0 billion in aggregate principal amount of 9.25% senior secured notes due 2025 (the “2025 Senior Secured Notes”). The Company intends to use the net proceeds for general corporate purposes.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

PBF Holding Revolving Credit Facility

The Revolving Credit Facility has a maximum commitment of $3.4 billion, a maturity date of May 2023, and a Borrowing Base, as defined in the agreement governing the Revolving Credit Facility (the “Revolving Credit Agreement”) to make funds available for working capital and other general corporate purposes. Borrowings under the Revolving Credit Facility bear interest at the Alternative Base Rate plus the Applicable Margin or at the Adjusted LIBOR plus the Applicable Margin, all as defined in the Revolving Credit Agreement. In addition, an accordion feature allows for commitments of up to $3.5 billion.

During the three months ended March 31, 2020, the Company used advances under the Revolving Credit Facility to fund a portion of the Martinez Acquisition and other general corporate purposes. The outstanding borrowings under the Revolving Credit Facility as of March 31, 2020 were $900.0 million. There were no outstanding borrowings under the Revolving Credit Facility as of December 31, 2019.

On February 18, 2020, in connection with its entry into a $300.0 million uncommitted receivables purchase facility (the “Receivables Facility”), the Company amended the Revolving Credit Facility and entered into a related intercreditor agreement to allow it to sell certain Eligible Receivables (as defined in the Revolving Credit Agreement) derived from the sale of refined product over truck racks. Under the Receivables Facility, the Company sells such receivables to a bank subject to bank approval and certain conditions. The sales of receivables under the Receivables Facility are absolute and irrevocable but subject to certain repurchase obligations under certain circumstances.

As disclosed in “Note 15 - Subsequent Events”, on May 7, 2020, the Company further amended the Revolving Credit Facility, to increase its ability to incur certain secured debt from an amount equal to 10% of its total assets to 20% of its total assets.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

7. RELATED PARTY TRANSACTIONS

Transactions and Agreements with PBFX

The Company entered into agreements with PBFX that establish fees for certain general and administrative services, and operational and maintenance services provided by the Company to PBFX. In addition, the Company executed terminal, pipeline and storage services agreements with PBFX under which PBFX provides commercial transportation, terminaling, storage and pipeline services to the Company. These agreements with PBFX include:

Contribution Agreements

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

Refer to the Company’s 2019 Annual Report on Form 10-K (“Note 9 - Related Party Transactions” of the Notes to Consolidated Financial Statements) for a more complete description of the Contribution Agreements with PBFX that were entered into prior to 2020.

Commercial Agreements

The Company has entered into long-term, fee-based commercial agreements with PBFX relating to assets associated with the Contribution Agreements, the majority of which include a minimum volume commitment (“MVC”) and are supported by contractual fee escalations for inflation adjustments and certain increases in operating costs. Under these agreements, PBFX provides various pipeline, rail and truck terminaling and storage services to the Company and the Company has committed to provide PBFX with minimum fees based on minimum monthly throughput volumes. The Company believes the terms and conditions under these agreements, as well as the Omnibus Agreement and the Services Agreement (each as defined below) with PBFX, are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services.

Refer to the Company’s 2019 Annual Report on Form 10-K (“Note 9 - Related Party Transactions” of the Notes to Consolidated Financial Statements) for a more complete description of the Company’s commercial agreements with PBFX, including those identified as leases, that were entered into prior to 2020. No new agreements, or amendments, were entered into during the three months ended March 31, 2020.

Other Agreements

In addition to the commercial agreements described above, the Company has entered into an omnibus agreement with PBFX, PBF GP and PBF LLC, which has been amended and restated in connection with certain Contribution Agreements (as amended, the “Omnibus Agreement”). The Omnibus Agreement addresses the payment of an annual fee for the provision of various general and administrative services and reimbursement of salary and benefit costs for certain PBF Energy employees. The annual fee was increased to $8.3 million effective as of January 1, 2020.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Additionally, the Company and certain of its subsidiaries have entered into an operation and management services and secondment agreement with PBFX (as amended, the “Services Agreement”), pursuant to which the Company and its subsidiaries provide PBFX with the personnel necessary for PBFX to perform its obligations under its commercial agreements. PBFX reimburses the Company for the use of such employees and the provision of certain infrastructure-related services to the extent applicable to its operations, including storm water discharge and waste water treatment, steam, potable water, access to certain roads and grounds, sanitary sewer access, electrical power, emergency response, filter press, fuel gas, API solids treatment, fire water and compressed air. The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that PBFX may terminate any service upon 30-days’ notice.

Refer to the Company’s 2019 Annual Report on Form 10-K (“Note 9 - Related Party Transactions” of the Notes to Consolidated Financial Statements) for a more complete description of the Omnibus Agreement and the Services Agreement.

Summary of Transactions with PBFX

A summary of the Company’s affiliate transactions with PBFX is as follows:

	Three Months Ended March 31,
(in millions)	2020		2019
Reimbursements under affiliate agreements:
Services Agreement	$	2.2	$	2.1
Omnibus Agreement	2.0		1.8
Total expenses under affiliate agreements	75.5		71.3

Total reimbursements under the Omnibus Agreement are included in General and administrative expenses and reimbursements under the Services Agreement and expenses under affiliate agreements are included in Cost of products and other in the Company’s Condensed Consolidated Statements of Operations.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

8. COMMITMENTS AND CONTINGENCIES

In the ordinary conduct of the Company’s business, the Company is from time to time subject to lawsuits, investigations and claims, including class action proceedings, mass tort actions, tort actions, environmental claims and employee-related matters. The outcome of these matters cannot always be predicted accurately, but the Company accrues liabilities for these matters if the Company has determined that it is probable a loss has been incurred and the loss can be reasonably estimated. For such ongoing matters for which we have not recorded a liability but losses are reasonably possible, we are unable to estimate a range of possible losses at this time due to various reasons that may include but are not limited to, matters being in an early stage and not fully developed through pleadings, discovery or court proceedings, number of potential claimants being unknown or uncertainty regarding a number of different factors underlying the potential claims. However, the ultimate resolution of one or more of these contingencies could result in an adverse outcome that may have a material effect on our financial position, results of operations or cash flows.

Environmental Matters

The Company’s refineries, pipelines and related operations are subject to extensive and frequently changing federal, state and local laws and regulations, including, but not limited to, those relating to the discharge of materials into the environment or that otherwise relate to the protection of the environment, waste management and the characteristics and the compositions of fuels. Compliance with existing and anticipated laws and regulations can increase the overall cost of operating the refineries, including remediation, operating costs and capital costs to construct, maintain and upgrade equipment and facilities.

These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters which could include soil and water contamination, air pollution, personal injury and property damage allegedly caused by substances which the Company manufactured, handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which the Company has assumed responsibility. The Company believes that its current operations are in substantial compliance with existing environmental and safety requirements. However, there have been and will continue to be ongoing discussions about environmental and safety matters between the Company and federal and state authorities, including notices of violations, citations and other enforcement actions, some of which have resulted or may result in changes to operating procedures and in capital expenditures. While it is often difficult to quantify future environmental or safety related expenditures, the Company anticipates that continuing capital investments and changes in operating procedures will be required for the foreseeable future to comply with existing and new requirements, as well as evolving interpretations and more strict enforcement of existing laws and regulations.

In connection with the acquisition of the Torrance refinery and related logistics assets, the Company assumed certain pre-existing environmental liabilities totaling $119.8 million as of March 31, 2020 ($121.3 million as of December 31, 2019), related to certain environmental remediation obligations to address existing soil and groundwater contamination and monitoring activities and other clean-up activities, which reflects the current estimated cost of the remediation obligations. The current portion of the environmental liability is recorded in Accrued expenses and the non-current portion is recorded in Other long-term liabilities.

The aggregate environmental liability reflected in the Company’s Condensed Consolidated Balance Sheets was $162.0 million and $132.2 million at March 31, 2020 and December 31, 2019, respectively, of which $149.4 million and $119.9 million, respectively, were classified as Other long-term liabilities. These liabilities include remediation and monitoring costs expected to be incurred over an extended period of time. Estimated liabilities could increase in the future when the results of ongoing investigations become known, are considered probable and can be reasonably estimated.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Contingent Consideration

In connection with the Martinez Acquisition, the Sale and Purchase Agreement includes an earn-out provision based on certain earning thresholds of the Martinez refinery. Pursuant to the agreement, the Company will make payments to the Seller based on the future earnings of the Martinez refinery, as defined in the agreement, for a period of up to four years following the acquisition closing date. The Company recorded the acquisition date fair value of the earn-out provision as contingent consideration of $77.3 million within “Other long-term liabilities” within the Company’s Condensed Consolidated Balance Sheets. The Martinez Contingent Consideration was $24.3 million as of March 31, 2020, representing the present value of expected future payments discounted at a blended rate of 24.6%. At March 31, 2020, the estimated undiscounted liability totaled $43.5 million, based on the Company’s anticipated future earn-out payments.

9. LEASES

The Company leases office space, office equipment, refinery facilities and equipment, railcars and other logistics assets primarily under non-cancelable operating leases, with terms typically ranging from one to twenty years, subject to certain renewal options as applicable. The Company considers those renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of lease liabilities and right-of-use assets. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Interest expense for finance leases is incurred based on the carrying value of the lease liability. Leases with an initial term of 12 months or less are not recorded on the balance sheet.

The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate.

For substantially all classes of underlying assets, the Company has elected the practical expedient not to separate lease and non-lease components, which allows it to combine the components if certain criteria are met. For certain leases of refinery support facilities, which have commenced subsequent to the year ended December 31, 2019, the Company accounts for the non-lease service component separately. There are no material residual value guarantees associated with any of the Company’s leases. There are no significant restrictions or covenants included in the Company’s lease agreements other than those that are customary in such arrangements. Certain of the Company’s leases, primarily for the Company’s commercial and logistics asset classes, include provisions for variable payments. These variable payments are typically determined based on a measure of throughput or actual days the asset has operated during the contract term or another measure of usage and are not included in the initial measurement of lease liabilities and right-of-use assets.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Lease Position as of March 31, 2020 and December 31, 2019

The table below presents the lease related assets and liabilities recorded on the Company’s Condensed Consolidated Balance Sheets for the periods presented:

(in millions)	Classification on the Balance Sheet	March 31, 2020		December 31, 2019
Assets
Operating lease assets - third party	Operating lease right of use assets - third party	$	330.2	$	306.1
Operating lease assets - affiliate	Operating lease right of use assets - affiliate	631.2		650.3
Finance lease assets	Financing lease right of use assets - third party	84.9		24.2
Total lease right of use assets		$	1,046.3	$	980.6
Liabilities
Current liabilities:
Operating lease liabilities - third party	Current operating lease liabilities - third party	$	79.4	$	72.0
Operating lease liabilities - affiliate	Current operating lease liabilities - affiliate	80.6		79.2
Finance lease liabilities - third party	Accrued expenses	12.7		6.5
Noncurrent liabilities:
Operating lease liabilities - third party	Long-term operating lease liabilities - third party	249.3		232.9
Operating lease liabilities - affiliate	Long-term operating lease liabilities - affiliate	550.5		571.1
Finance lease liabilities - third party	Long-term financing lease liabilities - third party	73.2		18.4
Total lease liabilities		$	1,045.7	$	980.1

Lease Costs

The table below provides certain information related to costs for the Company’s leases for the period presented:

	Three Months Ended March 31,
Lease Costs (in millions)	2020		2019
Components of total lease cost:
Finance lease cost
Amortization of lease right of use assets	$	2.9	$	—
Interest on lease liabilities	0.9		—
Operating lease cost	60.5		53.3
Short-term lease cost	22.0		23.3
Variable lease cost	10.6		10.1
Total lease cost	$	96.9	$	86.7

There were no net gains or losses on any sale-leaseback transactions for the three months ended March 31, 2020 and March 31, 2019.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Other Information

The table below provides supplemental cash flow information related to leases for the periods presented (in millions):

	Three Months Ended March 31,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	60.8	$	35.4
Operating cash flows for finance leases	0.9		—
Financing cash flows for finance leases	2.6		—
Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets	111.1		82.7

Lease Term and Discount Rate

The table below presents certain information related to the weighted average remaining lease term and weighted average discount rate for the Company’s leases as of March 31, 2020:

Weighted average remaining lease term - operating leases	8.5 years
Weighted average remaining lease term - finance leases	7.8 years
Weighted average discount rate - operating leases	7.82	%
Weighted average discount rate - finance leases	5.26	%

Undiscounted Cash Flows

The table below reconciles the fixed component of the undiscounted cash flows for each of the periods presented to the lease liabilities recorded on the Condensed Consolidated Balance Sheets as of March 31, 2020:

Amounts due within twelve months of March 31, (in millions)	Finance Leases		Operating Leases
2020	$	16.8	$	229.2
2021	15.4		194.0
2022	11.0		178.3
2023	11.0		159.2
2024	11.0		152.3
Thereafter	40.0		427.2
Total minimum lease payments	105.2		1,340.2
Less: effect of discounting	19.3		380.4
Present value of future minimum lease payments	85.9		959.8
Less: current obligations under leases	12.7		160.0
Long-term lease obligations	$	73.2	$	799.8

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2020, the Company has entered into certain leases that have not yet commenced. Such leases include a 15-year lease for hydrogen supply, with future payments estimated to total approximately $212.6 million, expected to commence in the second quarter of 2020. No other such pending leases, either individually or in the aggregate, are material. There are no material lease arrangements in which the Company is the lessor.

In the normal course of business, the Company enters into certain affiliate lease arrangements with PBFX for the use of certain storage, terminaling and pipeline assets. The Company believes that the terms and conditions under these leases are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services. The terms for these affiliate leases generally range from seven to fifteen years. The Company uses the same methodology for discounting the lease payments on affiliate leases as it does for third party leases as described above. For the three months ended March 31, 2020 and 2019, the Company incurred operating lease costs related to affiliate operating leases of $32.3 million and $27.1 million, respectively. As of March 31, 2020, the Company had recorded right-of-use assets, short-term lease obligations and long-term lease obligations of $631.2 million, $80.6 million and $550.5 million, respectively, associated with these affiliate operating leases. As of December 31, 2019, the Company had recorded right-of-use assets, short-term lease obligations and long-term lease obligations of $650.3 million, $79.2 million and $571.1 million, respectively, associated with these affiliate operating leases.

10. EMPLOYEE BENEFIT PLANS

The Company amended the PBF Energy Pension Plan to, among other things, incorporate into the plan all employees who became employed at the Company’s Martinez, California location on February 1, 2020, in connection with the Martinez Acquisition. The amendment to the plan was effective as of February 1, 2020. The components of net periodic benefit cost related to the Company’s defined benefit plans consisted of the following:

(in millions)	Three Months Ended March 31,
Pension Benefits	2020		2019
Components of net periodic benefit cost:
Service cost	$	13.8	$	10.9
Interest cost	1.8		2.1
Expected return on plan assets	(3.1)		(2.4)
Amortization of prior service cost and actuarial loss	0.1		0.1
Net periodic benefit cost	$	12.6	$	10.7

(in millions)	Three Months Ended March 31,
Post-Retirement Medical Plan	2020		2019
Components of net periodic benefit cost:
Service cost	$	0.3	$	0.2
Interest cost	0.1		0.2
Amortization of prior service cost and actuarial loss	0.1		0.1
Net periodic benefit cost	$	0.5	$	0.5

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

11. REVENUES

Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

The following table provides information relating to the Company’s revenues from external customers for each product or group of similar products for the periods presented:

	Three Months Ended March 31,
(in millions)	2020		2019
Gasoline and distillates	$	4,570.4	$	4,433.0
Feedstocks and other	311.3		200.7
Asphalt and blackoils	207.0		353.0
Chemicals	112.8		151.7
Lubricants	58.5		70.3
Total Revenues	$	5,260.0	$	5,208.7

The Company’s revenues are generated from the sale of refined petroleum products. These revenues are largely based on the current spot market prices of the products sold, which represent consideration specifically allocable to the products being sold on a given day, and the Company recognizes those revenues upon delivery and transfer of title to the products to our customers. The time at which delivery and transfer of title occurs is the point when the Company’s control of the products is transferred to the Company’s customers and when its performance obligation to its customers is fulfilled. Delivery and transfer of title are specifically agreed to between the Company and customers within the contracts. The Company also has contracts which contain fixed pricing, tiered pricing, minimum volume features with makeup periods, or other factors that have not materially been affected by ASC 606, Revenues from Contracts with Customers.

Deferred Revenues

The Company records deferred revenues when cash payments are received or are due in advance of performance, including amounts which are refundable. Deferred revenue was $33.9 million and $17.0 million as of March 31, 2020 and December 31, 2019, respectively. Fluctuations in the deferred revenue balance are primarily driven by the timing and extent of cash payments received or due in advance of satisfying the Company’s performance obligations.

The Company’s payment terms vary by type and location of customers and the products offered. The period between invoicing and when payment is due is not significant (i.e. generally within two months). For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

12. INCOME TAXES

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

The reported income tax provision in the PBF Holding Condensed Consolidated Financial Statements of Operations consists of the following: 

	Three Months Ended March 31,
(in millions)	2020		2019
Current income tax expense	$	—	$	—
Deferred income tax expense (benefit)	14.2		(7.2)
Total income tax expense (benefit)	$	14.2	$	(7.2)

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted and signed into law. The CARES Act includes several provisions for corporations, including increasing the amount of deductible interest, allowing companies to carryback certain Net Operating Losses (“NOLs”) and increasing the amount of NOLs that corporations can use to offset income. The CARES Act did not materially affect the Company’s first-quarter income tax provision, deferred tax assets and liabilities, and related taxes payable. The Company is currently assessing the future implications of these provisions, as applicable, within the CARES Act on its Consolidated Financial Statements.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

13. FAIR VALUE MEASUREMENTS

The tables below present information about the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis and indicate the fair value hierarchy of the inputs utilized to determine the fair values as of March 31, 2020 and December 31, 2019.

The Company has elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty; however, fair value amounts by hierarchy level are presented on a gross basis in the tables below. The Company has posted cash margin with various counterparties to support hedging and trading activities. The cash margin posted is required by counterparties as collateral deposits and cannot be offset against the fair value of open contracts except in the event of default. The Company has no derivative contracts that are subject to master netting arrangements that are reflected gross on the Condensed Consolidated Balance Sheets.

	As of March 31, 2020
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting	Net Carrying Value on Balance Sheet
(in millions)	Level 1		Level 2		Level 3
Assets:
Money market funds	$	1.1	$	—	$	—	$	1.1	N/A	$	1.1
Commodity contracts	—		9.9		—		9.9		(7.5)	2.4
Derivatives included with inventory intermediation agreement obligations	—		66.6		—		66.6		—	66.6
Liabilities:
Commodity contracts	1.1		6.4		—		7.5		(7.5)	—
Catalyst obligations	—		35.9		—		35.9		—	35.9
Contingent consideration obligation	—		—		24.3		24.3		—	24.3

	As of December 31, 2019
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting	Net Carrying Value on Balance Sheet
(in millions)	Level 1		Level 2		Level 3
Assets:
Money market funds	$	97.9	$	—	$	—	$	97.9	N/A	$	97.9
Commodity contracts	32.5		1.5		—		34.0		(33.8)	0.2
Liabilities:
Commodity contracts	32.8		1.0		—		33.8		(33.8)	—
Catalyst obligations	—		47.6		—		47.6		—	47.6
Derivatives included with inventory intermediation agreement obligations	—		1.3		—		1.3		—	1.3

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

•The derivatives included with inventory intermediation agreement obligations and the catalyst obligations are categorized in Level 2 of the fair value hierarchy and are measured at fair value using a market approach based upon commodity prices for similar instruments quoted in active markets.

•The Martinez Contingent Consideration obligation at March 31, 2020 is categorized in Level 3 of the fair value hierarchy and is estimated using discounted cash flow models based on management’s estimate of the future cash flows related to the earn-out periods. The change in fair value of the obligation during the three months ended March 31, 2020 was impacted primarily by the change in estimated future earnings related to the Martinez refinery during the earn-out period.

Non-qualified pension plan assets are measured at fair value using a market approach based on published net asset values of mutual funds as a practical expedient. As of March 31, 2020 and December 31, 2019, $11.0 million and $10.3 million, respectively, were included within Deferred charges and other assets, net for these non-qualified pension plan assets.

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

(in millions)	Three Months Ended March 31, 2020
Balance at beginning of period	$	—
Additions	77.3
Unrealized gain included in earnings	(53.0)
Balance at end of period	$	24.3

There were no transfers between levels during the three months ended March 31, 2020 or 2019, respectively.

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair value of debt

The table below summarizes the carrying value and fair value of debt as of March 31, 2020 and December 31, 2019.

	March 31, 2020				December 31, 2019
(in millions)	Carrying value		Fair  value		Carrying  value		Fair value
2028 Senior Notes (a)	$	1,000.0	$	670.9	$	—	$	—
2025 Senior Notes (a)	725.0		480.6		725.0		776.5
2023 Senior Notes (b)	—		—		500.0		519.7
Revolving Credit Facility (c)	900.0		900.0		—		—
PBF Rail Term Loan (c)	12.8		12.8		14.5		14.5
Catalyst financing arrangements (d)	35.9		35.9		47.6		47.6
	2,673.7		2,100.2		1,287.1		1,358.3
Less - Unamortized deferred financing costs	(30.2)		n/a		(24.3)		n/a
Long-term debt	$	2,643.5	$	2,100.2	$	1,262.8	$	1,358.3

____________________________

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

(b)As discussed in “Note 6 - Debt”, the 2023 Senior Notes were redeemed in full on February 14, 2020.

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

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

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

14. DERIVATIVES

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

As of March 31, 2020, there were no barrels of crude oil and feedstocks (27,580 barrels at December 31, 2019) outstanding under these derivative instruments designated as fair value hedges. As of March 31, 2020, there were 3,275,153 barrels of intermediates and refined products (3,430,635 barrels at December 31, 2019) outstanding under these derivative instruments designated as fair value hedges. These volumes represent the notional value of the contract.

The Company also enters into economic hedges primarily consisting of commodity derivative contracts that are not designated as hedges and are used to manage price volatility in certain crude oil and feedstock inventories as well as crude oil, feedstock, and refined product sales or purchases. The objective in entering into economic hedges is consistent with the objectives discussed above for fair value hedges. As of March 31, 2020, there were 3,500,000 barrels of crude oil and 2,775,000 barrels of refined products (5,511,000 and 5,788,000, respectively, as of December 31, 2019), outstanding under short and long term commodity derivative contracts not designated as hedges representing the notional value of the contracts.

The Company also uses derivative instruments to mitigate the risk associated with the price of credits needed to comply with various governmental and regulatory environmental compliance programs. For such contracts that represent derivatives, the Company elects the normal purchase normal sale exception under ASC 815, Derivatives and Hedging, and therefore does not record them at fair value.

The following tables provide information about the fair values of these derivative instruments as of March 31, 2020 and December 31, 2019 and the line items in the Condensed Consolidated Balance Sheets in which the fair values are reflected.

Description	Balance Sheet Location	Fair Value Asset/(Liability)
		(in millions)
Derivatives designated as hedging instruments:
March 31, 2020:
Derivatives included with the inventory intermediation agreement obligations	Accrued expenses	$	66.6
December 31, 2019:
Derivatives included with the inventory intermediation agreement obligations	Accrued expenses	$	(1.3)
Derivatives not designated as hedging instruments:
March 31, 2020:
Commodity contracts	Accounts receivable	$	2.4
December 31, 2019:
Commodity contracts	Accounts receivable	$	0.2

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PBF HOLDING COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table provides information about the gains or losses recognized in income on these derivative instruments and the line items in the Condensed Consolidated Statements of Operations in which such gains and losses are reflected.

Description	Location of Gain or (Loss) Recognized in  Income on Derivatives	Gain or (Loss) Recognized in Income on Derivatives
		(in millions)
Derivatives designated as hedging instruments:
For the three months ended March 31, 2020:
Derivatives included with the inventory intermediation agreement obligations	Cost of products and other	$	67.9
For the three months ended March 31, 2019:
Derivatives included with the inventory intermediation agreement obligations	Cost of products and other	$	(14.2)
Derivatives not designated as hedging instruments:
For the three months ended March 31, 2020:
Commodity contracts	Cost of products and other	$	78.2
For the three months ended March 31, 2019:
Commodity contracts	Cost of products and other	$	31.7
Hedged items designated in fair value hedges:
For the three months ended March 31, 2020:
Crude oil, intermediate and refined product inventory	Cost of products and other	$	(67.9)
For the three months ended March 31, 2019:
Crude oil, intermediate and refined product inventory	Cost of products and other	$	14.2

The Company had no ineffectiveness related to the fair value hedges for the three months ended March 31, 2020 or 2019, respectively.

15. SUBSEQUENT EVENTS

Sale of Hydrogen Plants

On April 17, 2020, the Company closed on the sale of 5 hydrogen plants to Air Products and Chemicals, Inc. for gross cash proceeds of $530.0 million. In connection with the sale, the Company has agreed to enter into long term off-take arrangements covering hydrogen produced at each of the five plants on terms in line with similar arrangements in place elsewhere in its refining system.

Revolver Credit Facility Amendment

On May 7, 2020, the Company amended its Revolving Credit Facility to increase its ability to incur certain secured debt from an amount equal to 10% of its total assets to 20% of its total assets.

2025 Senior Secured Notes Offering

On May 13, 2020, PBF Holding issued $1.0 billion in aggregate principal amount of 9.25% senior secured notes

due 2025 for net proceeds of $987.5 million after deducting the initial purchasers’ discount and estimated offering expenses. The proceeds from this notes issuance will be used for general corporate purposes.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited financial statements of PBF Holding included in the Annual Report on Form 10-K for the year ended December 31, 2019 and the unaudited financial statements and related notes included in this report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Cautionary Note Regarding Forward-Looking Statements.”

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

Overview

We are one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. We sell our products throughout the Northeast, Midwest, Gulf Coast and West Coast of the United States, as well as in other regions of the United States, Canada and Mexico and are able to ship products to other international destinations. As of March 31, 2020, we own and operate six domestic oil refineries and related assets with a combined processing capacity, known as throughput, of approximately 1,050,000 barrels per day (“bpd”), and a weighted-average Nelson Complexity Index of 12.8. Our six oil refineries are aggregated into one reportable segment.

Our six refineries are located in Delaware City, Delaware, Paulsboro, New Jersey, Toledo, Ohio, Chalmette, Louisiana, Torrance, California and Martinez, California. Each refinery is briefly described in the table below:

Refinery	Region	Nelson Complexity Index	Throughput Capacity (in bpd)	PADD	Crude Processed (1)	Source (1)
Delaware City	East Coast	11.3	190,000	1	light sweet through heavy sour	water, rail
Paulsboro	East Coast	13.2	180,000	1	light sweet through heavy sour	water
Toledo	Mid-Continent	9.2	170,000	2	light sweet	pipeline, truck, rail
Chalmette	Gulf Coast	12.7	189,000	3	light sweet through heavy sour	water, pipeline
Torrance	West Coast	14.9	155,000	5	medium and heavy	pipeline, water, truck
Martinez	West Coast	16.1	157,000	5	medium and heavy	pipeline and water

________

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

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

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Business Developments

Recent significant business developments affecting us are discussed below.

COVID-19

The recent outbreak of the COVID-19 pandemic and certain developments in the global oil markets are negatively impacting worldwide economic and commercial activity and financial markets, as well as global demand for petroleum and petrochemical products. The COVID-19 pandemic and related governmental responses have also resulted in significant business and operational disruptions, including business closures, supply chain disruptions, travel restrictions, stay-at-home orders and limitations on the availability of workforces and has resulted in significantly lower demand for refined petroleum products. We believe, but cannot guarantee, that demand for refined petroleum products will ultimately rebound as governmental restrictions are lifted. However, the ultimate significance of the COVID-19 pandemic on our business will be dictated by its currently unknowable duration and the rate at which people are willing and able to resume activities even after governmental restrictions are lifted. In addition, recent global geopolitical and macroeconomic events have further contributed to the decline in crude oil prices and the overall volatility in crude oil and refined product prices.

The price of refined products we sell and the crude oil we purchase impacts our revenues, income from operations, net income and cash flows. In addition, a decline in the market prices for products and feedstocks held in our inventories below the carrying value of our inventory may result in the adjustment of the value of our inventories to the lower market price and a corresponding loss on the value of our inventories, and any such adjustment is likely to be material.

We are actively responding to the impacts from these matters on our business. In late March and through early April 2020, we started reducing the amount of crude oil processed at our refineries in response to the decreased demand for our products and we temporarily idled various units at certain of our refineries to optimize our production in light of prevailing market conditions.

We have adjusted our operational plans to the evolving market conditions and previously announced steps to lower our 2020 operating expenses budget through significant reductions in discretionary activities and third party services. In March 2020, we estimated that these efforts would result in a reduction in our operating expenses budget of approximately $125.0 million. We have subsequently identified additional reductions and currently estimate an aggregate reduction of approximately $140.0 million in our 2020 operating expenses budget. In addition, we are currently operating our refineries at minimum rates and expect near-term throughput to be in the 650,000 to 700,000 barrel per range for our refining system. As the market conditions develop and the demand outlook becomes clearer, we will continue to adjust our operations in response.

In addition to the steps above with respect to our operations, we are also addressing our liquidity. We are taking the following measures, some of which were previously announced in March 2020:

•Raised net proceeds of approximately $987.5 million through the May 13, 2020 issuance of $1.0 billion in aggregate principal amount of 9.25% senior secured notes due 2025 (the “2025 Senior Secured Notes”);

•Closed on the sale of five hydrogen plants for gross cash proceeds of $530.0 million on April 17, 2020;

•Reduced 2020 planned capital expenditures by approximately $240.0 million. We subsequently identified additional reductions in capital expenditures and currently estimate an aggregate reduction of approximately $357.0 million in 2020 planned capital expenditures, an approximate 49% reduction to our previous 2020 budget. We intend to satisfy all required safety, environmental and regulatory capital commitments, while continuing to explore further opportunities to minimize our near-term capital expenditure requirements;

•Established a company wide COVID-19 Response Team and increased precautions to keep our employees healthy and safe, including social distancing, additional personal protective equipment and enhanced facility cleanings. We have not had to temporarily close any of our refineries due to a COVID-19 outbreak;

35

•Reduced corporate overhead expenses by over $20.0 million on an annual basis primarily through salary reductions. Specifically, the Board of Directors of PBF Energy and management have reduced their compensation by 50%, while Chairman and CEO Thomas Nimbley’s salary has been reduced by 67%. In addition, more than 50% of our corporate and non-represented employees have also reduced their salaries;

•Announced the suspension of PBF Energy’s quarterly dividend of $0.30 per share, anticipated to preserve approximately $35.0 million of cash each quarter; and

•Evaluating various other liquidity and cash flow optimization options.

Many uncertainties remain with respect to the COVID-19 pandemic, including the extent to which the COVID-19 pandemic will continue to impact our business and operations, the effectiveness of the actions undertaken by national, regional, state and local governments and health officials to contain the virus or treat its effects, and how quickly and to what extent economic conditions improve and normal business and operating conditions resume. We are unable to predict the ultimate economic impacts from the COVID-19 pandemic, however, we have been and will likely continue to be adversely impacted. We believe, to the extent possible, we have proactively addressed many of the known impacts of the COVID-19 pandemic and will strive to continue to do so, but there can be no guarantee that these measures will be effective.

Refer to “Liquidity” and “Part II - Other Information, Item 1A. Risk Factors” for further information.

Sale of Hydrogen Plants

On April 17, 2020, we closed on the sale of five hydrogen plants to Air Products and Chemicals, Inc. for gross cash proceeds of $530.0 million. In connection with the sale we have agreed to enter into long-term off-take arrangements covering hydrogen produced at each of the five plants on terms in line with similar arrangements in place elsewhere in our refining system.

Receivables Purchase Agreement

On February 18, 2020, in connection with the entry into a $300.0 million uncommitted receivables purchase facility (the “Receivables Facility”), we amended the asset-based revolving credit agreement (“Revolving Credit Facility”) and entered into a related intercreditor agreement to allow us to sell certain Eligible Receivables (as defined in the agreement governing the Revolving Credit Facility (the “Revolving Credit Agreement”) derived from the sale of refined product over truck racks. Under the Receivables Facility, we sell such receivables to a bank subject to bank approval and certain conditions. The sales of receivables under the Receivables Facility are absolute and irrevocable but subject to certain repurchase obligations under certain circumstances.

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Factors Affecting Comparability Between Periods

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

COVID-19

The impact of the unprecedented global health and economic crisis sparked by the COVID-19 pandemic was amplified late in the quarter ended March 31, 2020 due to movements made by the world’s largest oil producers to increase market share in the current environment. This created simultaneous shocks in oil supply and demand resulting in an economic challenge to our industry which has not occurred since our formation. This combination has resulted in significant demand reduction for our refined products and abnormal volatility in oil commodity prices, which may continue for the foreseeable future. Our results for the quarter ending March 31, 2020 were impacted by the decreased demand for refined products and the significant decline in the price of crude oil, both of which negatively impacted our revenues, cost of products sold and operating income towards the end of the quarter and lowered our liquidity. Throughput rates across our refining system also decreased, most significantly towards the end of the quarter, and we are currently operating our refineries at minimum rates. Refer to “Item 1A. Risk Factors” included in “Part II - Other Information” of this Form 10-Q for further information.

Debt and Credit Facilities

Senior Notes

On January 24, 2020, we issued $1.0 billion in aggregate principal amount of 6.00% senior unsecured notes due 2028 (the "2028 Senior Notes"). The net proceeds from this offering were approximately $987.0 million after deducting the initial purchasers’ discount and estimated offering expenses. We used the proceeds primarily to fully redeem our 7.00% senior notes due 2023 (the “2023 Senior Notes”) and to fund a portion of the cash consideration for the Martinez Acquisition (as defined below).

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

Refer to “Note 6 - Debt” of our Notes to Condensed Consolidated Financial Statements, for further information.

Revolving Credit Facility

During the three months ended March 31, 2020, we used advances under our Revolving Credit Facility to fund a portion of the Martinez Acquisition (as defined below) and other general corporate purposes. The outstanding borrowings under the Revolving Credit Facility as of March 31, 2020 were $900.0 million. There were no outstanding borrowings under the Revolving Credit Facility as of December 31, 2019.

37

Martinez Acquisition

On February 1, 2020, we acquired from Equilon Enterprises LLC d/b/a Shell Oil Products US (the "Seller"), the Martinez refinery and related logistics assets (collectively, the "Martinez Acquisition"), pursuant to a sale and purchase agreement dated June 11, 2019 (the “Sale and Purchase Agreement”). The Martinez refinery is located on an 860-acre site in the City of Martinez, 30 miles northeast of San Francisco, California. The refinery is a high-conversion 157,000 bpd, dual-coking facility with a Nelson Complexity Index of 16.1, making it one of the most complex refineries in the United States. The facility is strategically positioned in Northern California and provides for operating and commercial synergies with the Torrance refinery located in Southern California. The Martinez Acquisition further increased our total throughput capacity to over 1,000,000 bpd.

In addition to refining assets, the Martinez Acquisition includes a number of high-quality onsite logistics assets including a deep-water marine facility, product distribution terminals and refinery crude and product storage facilities with approximately 8.8 million barrels of shell capacity.

The aggregate purchase price for the Martinez Acquisition was $1,253.4 million, including final working capital of $216.1 million and the obligation to make post-closing earn-out payments to the Seller based on certain earnings thresholds of the Martinez refinery (as set forth in the Sale and Purchase Agreement), for a period of up to four years following the closing date (“Martinez Contingent Consideration”). The transaction was financed through a combination of cash on hand, including proceeds from the 2028 Senior Notes, and borrowings under the Revolving Credit Facility.

Inventory Intermediation Agreements

On August 29, 2019, we and our subsidiaries, Delaware City Refining Company LLC (“DCR”) and Paulsboro Refining Company LLC (“PRC”), entered into amended and restated inventory intermediation agreements with J. Aron (as amended from time to time, the “Inventory Intermediation Agreements”), pursuant to which certain terms of the Inventory Intermediation Agreements were amended and restated, including, among other things, the maturity date. The Inventory Intermediation Agreement by and among J. Aron, us and PRC was extended to December 31, 2021, which term may be further extended by mutual consent of the parties to December 31, 2022 and the Inventory Intermediation Agreement by and among J. Aron, us and DCR was extended to June 30, 2021, which term may be further extended by mutual consent of the parties to June 30, 2022.

Pursuant to each Inventory Intermediation Agreement, J. Aron continues to purchase and hold title to the J. Aron Products, produced by the East Coast Refineries, and delivered into our J. Aron Storage Tanks. Furthermore, J. Aron agrees to sell the J. Aron Products back to the East Coast Refineries as the J. Aron Products are discharged out of our J. Aron Storage Tanks. J. Aron has the right to store the J. Aron Products purchased in tanks under the Inventory Intermediation Agreements and will retain these storage rights for the term of the agreements. We continue to market and sell the J. Aron Products independently to third parties.

Agreements with PBFX

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

We have entered into a series of agreements with PBFX, including contribution, commercial and operational agreements. Refer to “Note 7 - Related Party Transactions” of our Notes to Condensed Consolidated Financial Statements for descriptions of these agreements and their impact to our operations. Related party transactions that have an impact on the comparability of our period to period financial performance and financial condition are listed below.

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TVPC Contribution Agreement

On April 24, 2019, PBFX entered into a contribution agreement with PBF LLC, pursuant to which we contributed to PBF LLC, which in turn, contributed to PBFX all of the issued and outstanding limited liability company interests of TVP Holding Company LLC (“TVP Holding”) for total consideration of $200.0 million (the “TVPC Acquisition”). Prior to the TVPC Acquisition, TVP Holding owned a 50% membership interest in Torrance Valley Pipeline Company LLC (“TVPC”). Subsequent to the closing of the TVPC Acquisition on May 31, 2019, PBFX owns 100% of the membership interests in TVPC.

Summary of Transactions with PBFX

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

	Three Months Ended March 31,
	2020		2019
Reimbursements under affiliate agreements:
Services Agreement	$	2.2	$	2.1
Omnibus Agreement	2.0		1.8
Total expenses under affiliate agreements	75.5		71.3

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Results of Operations

The following tables reflect our financial and operating highlights for the three months ended March 31, 2020 and 2019 (amounts in millions):

	Three Months Ended March 31,
	2020		2019
Revenues	$	5,260.0	$	5,208.7
Cost and expenses:
Cost of products and other	6,033.4		4,276.2
Operating expenses (excluding depreciation and amortization expense as reflected below)	507.5		453.4
Depreciation and amortization expense	105.4		94.3
Cost of sales	6,646.3		4,823.9
General and administrative expenses (excluding depreciation and amortization expense as reflected below)	78.2		51.2
Depreciation and amortization expense	2.9		2.8
Change in fair value of contingent consideration	(53.0)		—
Equity income in investee	—		(4.7)
Total cost and expenses	6,674.4		4,873.2
Income (loss) from operations	(1,414.4)		335.5
Other income (expense):
Interest expense, net	(36.5)		(27.4)
Change in fair value of catalyst obligations	11.7		(3.1)
Debt extinguishment costs	(22.2)		—
Other non-service components of net periodic benefit cost	1.0		(0.1)
Income (loss) before income taxes	(1,460.4)		304.9
Income tax expense (benefit)	14.2		(7.2)
Net income (loss)	(1,474.6)		312.1
Less: net income attributable to noncontrolling interests	—		—
Net income (loss) attributable to PBF Holding Company LLC	$	(1,474.6)	$	312.1
Consolidated gross margin	$	(1,386.3)	$	384.8
Gross refining margin (1)	$	(773.4)	$	932.5

_____________________

(1) See Non-GAAP Financial Measures.

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Operating Highlights	Three Months Ended March 31,
	2020			2019
Key Operating Information
Production (bpd in thousands)	867.0			737.7
Crude oil and feedstocks throughput (bpd in thousands)	852.9			743.1
Total crude oil and feedstocks throughput (millions of barrels)	77.6			66.9
Consolidated gross margin per barrel of throughput	$	(17.86)		$	5.75
Gross refining margin, excluding special items, per barrel of throughput (1)	$	6.60		$	6.38
Refinery operating expense, per barrel of throughput	$	6.54		$	6.78
Crude and feedstocks (% of total throughput) (2)
Heavy	44		%	32		%
Medium	23		%	32		%
Light	19		%	24		%
Other feedstocks and blends	14		%	12		%
Total throughput	100		%	100		%
Yield (% of total throughput)
Gasoline and gasoline blendstocks	51		%	46		%
Distillates and distillate blendstocks	32		%	32		%
Lubes	1		%	1		%
Chemicals	1		%	2		%
Other	17		%	18		%
Total yield	102		%	99		%

_____________________

(1) See Non-GAAP Financial Measures.

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

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

	Three Months Ended March 31,
	2020		2019
	(dollars per barrel, except as noted)
Dated Brent crude oil	$	49.70	$	63.26
West Texas Intermediate (WTI) crude oil	$	45.56	$	54.87
Light Louisiana Sweet (LLS) crude oil	$	47.81	$	62.38
Alaska North Slope (ANS) crude oil	$	51.07	$	64.39
Crack Spreads
Dated Brent (NYH) 2-1-1	$	9.96	$	9.85
WTI (Chicago) 4-3-1	$	7.37	$	12.33
LLS (Gulf Coast) 2-1-1	$	10.42	$	9.89
ANS (West Coast-LA) 4-3-1	$	13.36	$	13.54
ANS (West Coast-SF) 3-2-1	$	9.65	$	11.14
Crude Oil Differentials
Dated Brent (foreign) less WTI	$	4.14	$	8.39
Dated Brent less Maya (heavy, sour)	$	8.87	$	4.50
Dated Brent less WTS (sour)	$	4.70	$	9.55
Dated Brent less ASCI (sour)	$	4.29	$	2.35
WTI less WCS (heavy, sour)	$	16.85	$	9.96
WTI less Bakken (light, sweet)	$	3.46	$	(0.25)
WTI less Syncrude (light, sweet)	$	1.80	$	(0.04)
WTI less LLS (light, sweet)	$	(2.25)	$	(7.51)
WTI less ANS (light, sweet)	$	(5.51)	$	(9.52)
Natural gas (dollars per MMBTU)	$	1.87	$	2.87

Three Months Ended March 31, 2020 Compared to the Three Months Ended March 31, 2019

Overview— Net loss was $1,474.6 million for the three months ended March 31, 2020 compared to net income of $312.1 million for the three months ended March 31, 2019.

Our results for the three months ended March 31, 2020 were negatively impacted by special items consisting of a non-cash lower of cost or market (“LCM”) inventory adjustment of approximately $1,285.6 million and debt extinguishment costs associated with the early redemption of our 2023 Senior Notes of $22.2 million. These unfavorable impacts were partially offset by the change in the fair value of the Martinez Contingent Consideration related to the Martinez Acquisition of $53.0 million. Our results for the three months ended March 31, 2019 were positively impacted by a non-cash LCM inventory adjustment of approximately $506.0 million. The LCM inventory adjustments were recorded due to movements in the price of crude oil and refined products in the periods presented.

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Excluding the impact of these special items, our results were positively impacted by favorable movements in certain crude differentials and overall higher throughput volumes and barrels sold across our refineries, offset by lower margins in certain regions. Refining margins for the three months ended March 31, 2020 compared to the three months ended March 31, 2019 were mixed with stronger margins on the East Coast and Gulf Coast offset by weaker margins in the Mid-Continent and West Coast. Our results for the three months ended March 31, 2020 were negatively impacted by higher general and administrative expenses associated with higher employee-related compensation and transaction costs and increased depreciation and amortization expense associated with our continued investment in our refining assets. Additionally, during the quarter we began to experience the negative impacts of the COVID-19 pandemic on our business through a decline in the demand for our refined products and a precipitous decrease in the prices for crude oil and refined products.

Revenues— Revenues totaled $5.3 billion for the three months ended March 31, 2020 compared to $5.2 billion for the three months ended March 31, 2019, an increase of approximately $0.1 billion, or 1.9%. Revenues per barrel were $57.70 and $66.10 for the three months ended March 31, 2020 and 2019, respectively, a decrease of 12.7% directly related to lower hydrocarbon commodity prices. For the three months ended March 31, 2020, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 329,300 bpd, 90,100 bpd, 174,500 bpd and 259,000 bpd, respectively. For the three months ended March 31, 2019, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 305,000 bpd, 148,000 bpd, 164,600 bpd and 125,500 bpd, respectively. For three months ended March 31, 2020, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 365,300 bpd, 131,300 bpd, 213,800 bpd and 291400 bpd, respectively. For the three months ended March 31, 2019, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged approximately 349,200 bpd, 158,000 bpd, 215,600 bpd and 152,800 bpd, respectively.

The throughput rates at the majority of our refineries were higher in the three months ended March 31, 2020 compared to the same period in 2019 due to planned downtime associated with turnarounds of the coker and associated units at our Delaware City and Torrance refineries and unplanned downtime at our Delaware City refinery in the first quarter of 2019. Throughput rates at our Mid-Continent refinery were lower in the three months ended March 31, 2020 compared to the same period in 2019 due to a planned turnaround at our Toledo refinery during the first quarter of 2020. Our Martinez refinery was not acquired until the first quarter of 2020. Total refined product barrels sold were higher than throughput rates, reflecting sales from inventory as well as sales and purchases of refined products outside our refineries.

Consolidated Gross Margin— Consolidated gross margin totaled $(1,386.3) million for the three months ended March 31, 2020, compared to $384.8 million for the three months ended March 31, 2019, a decrease of approximately $1,771.1 million. Gross refining margin (as described below in Non-GAAP Financial Measures) totaled $(773.4) million, or $(9.96) per barrel of throughput for the three months ended March 31, 2020 compared to $932.5 million, or $13.94 per barrel of throughput for the three months ended March 31, 2019, a decrease of approximately $1,705.9 million. Gross refining margin excluding special items totaled $512.2 million or $6.60 per barrel of throughput for the three months ended March 31, 2020 compared to $426.5 million or $6.38 per barrel of throughput for the three months ended March 31, 2019, an increase of $85.7 million.

Consolidated gross margin and gross refining margin were negatively impacted by a non-cash LCM adjustment of approximately $1,285.6 million on a net basis resulting from the decrease in crude oil and refined product prices from the year ended 2019 to the end of the first quarter of 2020. Gross refining margin excluding the impact of special items increased due to favorable movements in certain crude differentials and refining margins and increased throughput rates in the majority of our refineries, partially offset by lower throughput rates and weaker crack spreads in the Mid-Continent and West Coast. For the three months ended March 31, 2019, special items impacting our margin calculations included a non-cash LCM inventory adjustment of approximately $506.0 million on a net basis, resulting from an increase in crude oil and refined product prices.

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Additionally, our results continue to be impacted by significant costs to comply with the Renewable Fuel Standard (“RFS”). Total RFS costs were $36.8 million for the three months ended March 31, 2020 in comparison to $29.5 million for the three months ended March 31, 2019.

Average industry margins were mixed during the three months ended March 31, 2020 in comparison to the same period in 2019, primarily due to varying timing and extent of the impacts of the COVID-19 pandemic on regional demand and commodity prices. Crude oil differentials were generally favorable in comparison to the same period in 2019. However, such differentials weakened towards the end of the quarter, primarily due to the negative impact of the COVID-19 pandemic, combined with the movements made by the world’s largest oil producers to increase market share in the current environment, creating simultaneous shocks in oil supply and demand.

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $9.96 per barrel, or 1.1% higher, in the three months ended March 31, 2020, as compared to $9.85 per barrel in the same period in 2019. Our margins were positively impacted from our refinery specific slate on the East Coast by stronger Dated Brent/Maya and WTI/Bakken differentials, which increased by $4.37 per barrel and $3.71 per barrel, respectively, in comparison to the same period in 2019. In addition, the WTI/WCS differential increased significantly to $16.85 per barrel in 2020 compared to $9.96 in 2019, which favorably impacted our cost of heavy Canadian crude.

Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $7.37 per barrel, or 40.2% lower, in the three months ended March 31, 2020 as compared to $12.33 per barrel in the same period in 2019. Our margins were positively impacted from our refinery specific slate in the Mid-Continent by an increasing WTI/Bakken differential, which averaged a discount of $3.46 per barrel in the three months ended March 31, 2020, as compared to a premium of $0.25 per barrel in the same period in 2019. Additionally, the WTI/Syncrude differential averaged a discount of $1.80 per barrel during the three months ended March 31, 2020 as compared to a premium of $0.04 per barrel in the same period of 2019.

On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $10.42 per barrel, or 5.4% higher, in the three months ended March 31, 2020 as compared to $9.89 per barrel in the same period in 2019. Margins on the Gulf Coast were positively impacted from our refinery specific slate by a strengthening WTI/LLS differential, which averaged a premium of $2.25 per barrel during the three months ended March 31, 2020 as compared to a premium of $7.51 per barrel in the same period of 2019.

On the West Coast, the ANS (West Coast) 4-3-1 industry crack spread was $13.36 per barrel, or 1.3% lower, in the three months ended March 31, 2020 as compared to $13.54 per barrel in the same period in 2019. Additional, margins on the West Coast were positively impacted from our refinery specific slate by a strengthening WTI/ANS differential, which averaged a premium of $5.51 per barrel during the three months ended March 31, 2020 as compared to a premium of $9.52 per barrel in the same period of 2019.

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

Operating Expenses— Operating expenses totaled $507.5 million, or $6.54 per barrel of throughput, for the three months ended March 31, 2020 compared to $453.4 million, or $6.78 per barrel of throughput, for the three months ended March 31, 2019, an increase of approximately $54.1 million, or 11.9%. Increases in operating expenses were mainly attributed to costs associated with the Martinez refinery and related logistic assets which totaled approximately $69.5 million for the three months ended March 31, 2020. Total operating expenses for the three months ended March 31, 2020, excluding our Martinez refinery, decreased slightly due to lower outside service costs attributed to lower maintenance activity and the initiation of our cost optimization measures.

44

General and Administrative Expenses— General and administrative expenses totaled $78.2 million for the three months ended March 31, 2020 compared to $51.2 million for the three months ended March 31, 2019, an increase of approximately $27.0 million or 52.7%. The increase in general and administrative expenses for the three months ended March 31, 2020 in comparison to the three months ended March 31, 2019 primarily related to higher employee-related expenses, including incentive compensation and increased headcount. Additionally, we experienced higher professional fees primarily related to information technology support and transactions and integration costs pertaining to the Martinez Acquisition. Our general and administrative expenses are comprised of personnel, facilities and other infrastructure costs necessary to support our refineries.

Depreciation and Amortization Expense— Depreciation and amortization expense totaled $108.3 million for the three months ended March 31, 2020 (including $105.4 million recorded within Cost of sales) compared to $97.1 million for the three months ended March 31, 2019 (including $94.3 million recorded within Cost of sales), an increase of approximately $11.2 million. The increase was a result of additional depreciation expense associated with the assets acquired in the Martinez Acquisition and a general increase in our fixed asset base due to capital projects and turnarounds completed since the first quarter of 2019.

Change in Fair Value of Contingent Consideration— Change in the fair value of contingent consideration was a gain of $53.0 million for the three months ended March 31, 2020. This change represents the decrease in the estimated fair value of the total contingent consideration we expect to pay in connection with our acquisition of the Martinez refinery. There were no such costs in the same period of 2019.

Change in Fair Value of Catalyst Obligations— Change in the fair value of catalyst obligations represented a gain of $11.7 million for the three months ended March 31, 2020 compared to a loss of $3.1 million for the three months ended March 31, 2019. These gains and losses relate to the change in value of the precious metals underlying the sale and leaseback of our refineries’ precious metal catalysts, which we are obligated to repurchase at fair market value on the lease termination dates.

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

Interest Expense, net— Interest expense totaled $36.5 million for the three months ended March 31, 2020 compared to $27.4 million for the three months ended March 31, 2019, an increase of approximately $9.1 million. This net increase is mainly attributable to higher interest cost associated with the issuance of the 2028 Senior Notes in February 2020 and the drawdown on our Revolving Credit Facility to partially fund the Martinez Acquisition and other general corporate purposes. Interest expense includes interest on long-term debt, costs related to the sale and leaseback of our precious metal catalysts, financing costs associated with the Inventory Intermediation Agreements with J. Aron, letter of credit fees associated with the purchase of certain crude oils and the amortization of deferred financing costs.

Income Tax Expense— As PBF Holding is a limited liability company treated as a “flow-through” entity for income tax purposes, our Condensed Consolidated Financial Statements generally do not include a benefit or expense for income taxes for the three months ended March 31, 2020 and March 31, 2019, respectively, apart from the income tax attributable to two subsidiaries acquired in connection with the acquisition of the Chalmette refinery in the fourth quarter of 2015 and PBF Energy Limited (“PBF Ltd.”). These subsidiaries are treated as C-Corporations for income tax purposes. An income tax expense of $14.2 million was recorded for the three months ended March 31, 2020 in comparison to an income tax benefit of $7.2 million recorded for the three months ended March 31, 2019, primarily attributable to the results of PBF Ltd.

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Non-GAAP Financial Measures

Management uses certain financial measures to evaluate our operating performance that are calculated and presented on the basis of methodologies other than in accordance with GAAP (“Non-GAAP”). These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and our calculations thereof may not be comparable to similarly entitled measures reported by other companies.

Special Items

The Non-GAAP measures presented include EBITDA excluding special items and gross refining margin excluding special items. Special items for the periods presented relate to LCM inventory adjustments, debt extinguishment costs and changes in the fair value of contingent consideration. See “Notes to Non-GAAP Financial Measures” below for more details on all special items disclosed. Although we believe that Non-GAAP financial measures, excluding the impact of special items, provide useful supplemental information to investors regarding the results and performance of our business and allow for helpful period-over-period comparisons, such Non-GAAP measures should only be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with GAAP.

Gross Refining Margin and Gross Refining Margin Excluding Special Items

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

Neither gross refining margin nor gross refining margin excluding special items should be considered an alternative to consolidated gross margin, income from operations, net cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Gross refining margin and gross refining margin excluding special items presented by other companies may not be comparable to our presentation, since each company may define these terms differently.

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The following table presents our GAAP calculation of gross margin and a reconciliation of gross refining margin to the most directly comparable GAAP financial measure, consolidated gross margin, on a historical basis, as applicable, for each of the periods indicated (in millions, except per barrel amounts):

	Three Months Ended March 31,
	2020				2019
	$		per barrel of throughput		$		per barrel of throughput
Calculation of consolidated gross margin:
Revenues	$	5,260.0	$	67.77	$	5,208.7	$	77.88
Less: Cost of sales	6,646.3		85.63		4,823.9		72.13
Consolidated gross margin	$	(1,386.3)	$	(17.86)	$	384.8	$	5.75
Reconciliation of consolidated gross margin to gross refining margin and gross refining margin excluding special items:
Consolidated gross margin	$	(1,386.3)	$	(17.86)	$	384.8	$	5.75
Add: Refinery operating expense	507.5		6.54		453.4		6.78
Add: Refinery depreciation expense	105.4		1.36		94.3		1.41
Gross refining margin	$	(773.4)	$	(9.96)	$	932.5	$	13.94
Special items:(1)
Add: Non-cash LCM inventory adjustment	1,285.6		16.56		(506.0)		(7.56)
Gross refining margin excluding special items	$	512.2	$	6.60	$	426.5	$	6.38

——————————

See Notes to Non-GAAP Financial Measures.

EBITDA, EBITDA Excluding Special Items and Adjusted EBITDA

Our management uses EBITDA (earnings before interest, income taxes, depreciation and amortization), EBITDA excluding special items and Adjusted EBITDA as measures of operating performance to assist in comparing performance from period to period on a consistent basis and to readily view operating trends, as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations, and in communications with our board of directors, creditors, analysts and investors concerning our financial performance. Our outstanding indebtedness for borrowed money and other contractual obligations also include similar measures as a basis for certain covenants under those agreements which may differ from the Adjusted EBITDA definition described below.

EBITDA, EBITDA excluding special items and Adjusted EBITDA are not presentations made in accordance with GAAP and our computation of EBITDA, EBITDA excluding special items and Adjusted EBITDA may vary from others in our industry. In addition, Adjusted EBITDA contains some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the agreements governing our senior notes and other credit facilities. EBITDA, EBITDA excluding special items and Adjusted EBITDA should not be considered as alternatives to income from operations or net income as measures of operating performance. In addition, EBITDA, EBITDA excluding special items and Adjusted EBITDA are not presented as, and should not be considered, an alternative to cash flows from operations as a measure of liquidity. Adjusted EBITDA is defined as EBITDA before adjustments for items such as stock-based compensation expense, the non-cash change in the fair value of catalyst obligations, the write down of inventory to the LCM, debt extinguishment costs related to refinancing activities, change in the fair value of contingent consideration and certain other non-cash items. Other companies, including other companies in our industry, may calculate EBITDA, EBITDA excluding special items and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. EBITDA, EBITDA excluding special items and Adjusted

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EBITDA also have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include that EBITDA, EBITDA excluding special items and Adjusted EBITDA:

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

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

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

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

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

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

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

	Three Months Ended March 31,
	2020		2019
Reconciliation of net income (loss) to EBITDA and EBITDA excluding special items:
Net income (loss)	$	(1,474.6)	$	312.1
Add: Depreciation and amortization expense	108.3		97.1
Add: Interest expense, net	36.5		27.4
Add: Income tax expense (benefit)	14.2		(7.2)
EBITDA	$	(1,315.6)	$	429.4
Special Items:(1)
Add: Non-cash LCM inventory adjustment	1,285.6		(506.0)
Add: Debt extinguishment costs	22.2		—
Add: Change in fair value of contingent consideration	(53.0)		—
EBITDA excluding special items	$	(60.8)	$	(76.6)
Reconciliation of EBITDA to Adjusted EBITDA:
EBITDA	$	(1,315.6)	$	429.4
Add: Stock-based compensation	8.3		7.1
Add: Net non-cash change in fair value of catalyst obligations	(11.7)		3.1
Add: Non-cash change in fair value of contingent consideration (1)	(53.0)		—
Add: Non-cash LCM inventory adjustment (1)	1,285.6		(506.0)
Add: Debt extinguishment costs (1)	22.2		—
Adjusted EBITDA	$	(64.2)	$	(66.4)

——————————

See Notes to Non-GAAP Financial Measures.

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Notes to Non-GAAP Financial Measures

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

(1) Special items:

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

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

	2020		2019
January 1,	$	401.6	$	651.8
March 31,	1,687.2		145.8

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

	Three Months Ended March 31,
	2020		2019
Net LCM inventory adjustment (charge) benefit in both income (loss) from operations and net income (loss)	$	(1,285.6)	$	506.0

        Debt Extinguishment Costs - During the three months ended March 31, 2020, we recorded pre-tax debt extinguishment costs of $22.2 million related to the redemption of the 2023 Senior Notes. There were no such costs in the three months ended March 31, 2019.

        Change in Fair Value of Contingent Consideration - During the three months ended March 31, 2020 we recorded a change in the fair value of the contingent consideration related to the Martinez Acquisition which decreased loss before income taxes and net loss by $53.0 million, respectively.

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Liquidity and Capital Resources

Overview

Typically our primary sources of liquidity are our cash flows from operations, cash and cash equivalents and borrowing availability under our Revolving Credit Facility, however, due to the COVID-19 pandemic and the current extraordinary and volatile market conditions, our business and results of operations are being negatively impacted. The demand destruction as a result of the worldwide economic slowdown and governmental responses, including travel restrictions and stay-at-home orders, has resulted in a significant decrease in the demand for and market prices for our products. In addition, recent global geopolitical and macroeconomic events have further contributed to the decline in crude oil prices and the overall volatility in crude oil and refined product prices, contributing to an adverse impact on our liquidity. We continue to be focused on implementing measures to preserve liquidity and strengthen our balance sheet in light of these challenging market conditions. Our response to the current economic environment and its impact on our liquidity is more fully described in the “Liquidity” section below.

Cash Flow Analysis

Cash Flows from Operating Activities

Net cash used in operating activities was $254.6 million for the three months ended March 31, 2020 compared to net cash used in operating activities of $185.0 million for the three months ended March 31, 2019. Our operating cash flows for the three months ended March 31, 2020 included our net loss of $1,474.6 million, net non-cash charges relating to the change in the fair value of our inventory repurchase obligations of $67.9 million, change in the fair value of the contingent consideration associated with the Martinez Acquisition of $53.0 million, and a change in the fair value of our catalyst obligations of $11.7 million, partially offset by depreciation and amortization of $110.8 million, a non-cash charge of $1,285.6 million relating to an LCM inventory adjustment, pension and other post-retirement benefits costs of $13.1 million, stock-based compensation of $8.3 million, deferred income taxes of $14.2 million and debt extinguishment costs related to the early redemption of our 2023 Senior Notes of $22.2 million. In addition, net changes in operating assets and liabilities reflects uses of cash of $101.6 million driven by the timing of inventory purchases, payments for accrued expenses and accounts payables and collections of accounts receivables. Our operating cash flows for the three months ended March 31, 2019 included our net income of $312.1 million, depreciation and amortization of $98.7 million, pension and other post-retirement benefits costs of $11.2 million, stock-based compensation of $7.1 million, a change in the fair value of our inventory repurchase obligations of $14.2 million, a change in the fair value of our catalyst obligations of $3.1 million, and distributions from our equity method investment in TVPC of $4.7 million, partially offset by a non-cash benefit of $506.0 million relating to an LCM inventory adjustment, income from our equity method investment in TVPC of $4.7 million and deferred income taxes of $7.2 million. In addition, net changes in operating assets and liabilities reflected uses of cash of $118.2 million driven by the timing of inventory purchases, payments for accrued expenses and accounts payables and collections of accounts receivables.

Cash Flows from Investing Activities

Net cash used in investing activities was $1,309.1 million for the three months ended March 31, 2020 compared to net cash used in investing activities of $247.6 million for the three months ended March 31, 2019. The net cash flows used in investing activities for the three months ended March 31, 2020 were comprised of cash outflows of $1,176.2 million used to fund the Martinez Acquisition, capital expenditures totaling $59.2 million, expenditures for refinery turnarounds of $69.1 million, and expenditures for other assets of $4.6 million. Net cash used in investing activities for the three months ended March 31, 2019 was comprised of capital expenditures totaling $94.2 million, expenditures for refinery turnarounds of $133.0 million and expenditures for other assets of $22.2 million, partially offset by return of capital related to our equity method investment in TVPC of $1.8 million.

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Cash Flows from Financing Activities

Net cash provided by financing activities was $1,390.0 million for the three months ended March 31, 2020 compared to net cash provided by financing activities of $255.5 million for the three months ended March 31, 2019. For the three months ended March 31, 2020, net cash provided by financing activities consisted primarily of cash proceeds of $470.2 million from the issuance of the 2028 Senior Notes net of cash paid to redeem the 2023 Senior Notes and related issuance costs, net borrowings under our Revolving Credit Facility of $900.0 million and insurance premium financing of $45.3 million, partially offset by distributions to members of $21.1 million, principal amortization payments of the PBF Rail Term Loan of $1.8 million, and payments on finance leases of $2.6 million. For the three months ended March 31, 2019, net cash provided by financing activities consisted primarily of net borrowings on our Revolving Credit Facility of $250.0 million, and proceeds from insurance premium financing of $30.2 million, partially offset by distributions to members of $23.0 million and principal amortization payments of the PBF Rail Term Loan of $1.7 million.

Debt and Credit Facility

Revolving Credit Facility

On May 2, 2018, we and certain of our wholly-owned subsidiaries, as borrowers or subsidiary guarantors, replaced the existing asset-based revolving credit agreement dated as of August 15, 2014 with the Revolving Credit Facility. Among other things, the Revolving Credit Facility increased the maximum commitment available to us from $2.6 billion to $3.4 billion, extended the maturity date to May 2023, and redefined certain components of the Borrowing Base, as defined in the Revolving Credit Agreement, to make more funding available for working capital and other general corporate purposes. Borrowings under the Revolving Credit Facility bear interest at the Alternative Base Rate plus the Applicable Margin or at the Adjusted London Inter-Bank Offered Rate (“LIBOR”) plus the Applicable Margin, all as defined in the Revolving Credit Agreement. In addition, an accordion feature allows for commitments of up to $3.5 billion.

On February 18, 2020, in connection with the entry into the Receivables Facility, we amended the Revolving Credit Facility and entered into a related intercreditor agreement to allow us to sell certain Eligible Receivables (as defined in the Revolving Credit Agreement) derived from the sale of refined products over truck racks. Under the Receivables Facility, we sell such receivables to a bank subject to bank approval and certain conditions. The sales of receivables under the Receivables Facility are absolute and irrevocable but subject to certain repurchase obligations under certain circumstances.

As disclosed in “Note 15 - Subsequent Events” of our Notes to Condensed Consolidated Financial Statements, on May 7, 2020, we further amended the Revolving Credit Facility, to increase our ability to incur certain secured debt from an amount equal to 10% of our total assets to 20% of our total assets.

Senior Notes

On January 24, 2020, we entered into an indenture among our wholly-owned subsidiary, PBF Finance (together with us, the “Issuers”), the guarantors named therein (collectively the “Guarantors”), Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, under which the Issuers issued $1.0 billion in aggregate principal amount of the 2028 Senior Notes. The Issuers received net proceeds of approximately $987.0 million from the offering after deducting the initial purchasers’ discount and estimated offering expenses. We used the net proceeds primarily to fully redeem the 2023 Senior Notes, including accrued and unpaid interest, on February 14, 2020, and to fund a portion of the cash consideration for the Martinez Acquisition. The difference between the carrying value of the 2023 Senior Notes on the date they were reacquired and the amount for which they were reacquired has been classified as Debt extinguishment costs in the Condensed Consolidated Statement of Operations.

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As disclosed in “Note 15 - Subsequent Events” of our Notes to Condensed Consolidated Financial Statements, on May 13, 2020, we issued $1.0 billion in aggregate principal amount of the 2025 Senior Secured Notes. We intend to use the net proceeds for general corporate purposes.

We are in compliance as of March 31, 2020 with all covenants, including financial covenants, in all of our debt agreements.

Liquidity

The recent outbreak of the COVID-19 pandemic and certain developments in the global oil markets began negatively impacting our liquidity beginning towards the end of the current quarter. As of March 31, 2020, our total liquidity was approximately $1,080.2 million, compared to total liquidity of approximately $2,224.4 million as of December 31, 2019. Our total liquidity is equal to the amount of excess availability under our Revolving Credit Facility (net of $193.2 million outstanding letters of credit), which includes our cash balance at March 31, 2020 of $589.4 million. As of March 31, 2020 our total long-term debt outstanding of $2,643.5.

Due to the unprecedented events caused by the COVID-19 pandemic and the negative impact it has caused to our liquidity, we have taken the following measures to strengthen our balance sheet and increase our flexibility and responsiveness:

•Cost reduction and cash preservation initiatives, including a significant reduction in 2020 planned capital expenditures, lowering 2020 operating expenses driven by significant reductions in discretionary activities and third party services, and reducing corporate overhead expenses through salary reductions to a large portion of our workforce;

•Announced the suspension of PBF Energy’s quarterly dividend of $0.30 per share, anticipated to preserve approximately $35.0 million of cash each quarter;

•Closed on the sale of five hydrogen facilities for gross cash proceeds of $530.0 million on April 17, 2020; and

•Issued $1.0 billion in aggregate principal amount of the 2025 Senior Secured Notes for net proceeds of approximately $987.5 million to be used for general corporate purposes. See “Note 15 - Subsequent Events” of our Notes to Condensed Consolidated Financial Statements for additional details related to the notes offering.

The 2025 Senior Secured Notes are guaranteed by certain of our current domestic subsidiaries. The 2025 Senior Secured Notes are senior obligations and are initially secured, subject to certain exceptions and permitted liens, on a first-priority basis, by substantially all of our and our guarantors’ present and future assets (other than assets securing our Revolving Credit Facility and other excluded assets) and any future indebtedness and certain hedging obligations which are permitted to be secured on a pari passu basis with the 2025 Senior Secured Notes to the extent of the value of the collateral. In addition, the 2025 Senior Secured Notes contain customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations on the incurrence of additional indebtedness, equity issuances, and payments. Many of these covenants will cease to apply or will be modified if the 2025 Senior Secured Notes are rated investment grade.

Inclusive of the measures and transactions described above, we estimate our liquidity to be approximately $2,000.0 million, based on our estimated May 1, 2020 cash and cash equivalents balance of $805.0 million, $151.0 million of additional available borrowing capacity and no subsequent borrowings under our Revolving Credit Facility. Assuming current commodity prices do not significantly weaken and working capital normalizes in May, we expect to realize an additional net working capital benefit and a Revolving Credit Facility borrowing base increase. However, if we continue to experience low crude oil prices and deteriorating market conditions, our borrowing capacity under our Revolving Credit Facility may be reduced.

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As of March 31, 2020, we have no expected debt maturities due in 2020, and we have $48.7 million of debt obligations due over the next three years, excluding interest incurred on amounts we have borrowed and financing fees.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act provides opportunities for additional liquidity, loan guarantees, and other government programs to support companies affected by the COVID-19 pandemic and their employees. Based on our preliminary analysis of the CARES Act, we are exploring the following opportunities:

•Deferral of social security payroll tax matches that would otherwise be required in 2020;

•Receipt of a payroll tax credit in 2020, to the extent allowable, for expenses related to paying wages and health benefits to employees who are not working as a result of closures and reduced receipts associated with the COVID-19 pandemic; and

•Carryforward of tax loss incurred in 2020, as applicable, to utilize in future years when our 2020 tax return is filed.

We intend to seek any available potential benefits under the CARES Act, including loans, investments or guarantees, and any other such current or future government programs for which we qualify, including those described above. We cannot predict the manner in which such benefits or any of the other benefits described herein will be allocated or administered and we cannot assure you that we will be able to access such benefits in a timely manner or at all.

While it is impossible to estimate the duration or complete financial impact of the COVID-19 pandemic, we believe that these strategic actions plus our cash flows from operations and available capital resources will be sufficient to meet our and our subsidiaries’ capital expenditures, working capital needs, and debt service requirements, for the next twelve months. We cannot assure you that our assumptions used to estimate our liquidity requirements will be correct because the impact that the COVID-19 pandemic is having on us and our industry is ongoing and unprecedented. The extent of the impact of the COVID-19 pandemic on our business, financial condition, results of operation and liquidity will depend largely on future developments, including the duration of the outbreak, particularly within the geographic areas where we operate, and the related impact on overall economic activity, all of which are uncertain and cannot be predicted with certainty at this time. As a result, we may require additional capital, and, from time to time, may pursue funding strategies in the capital markets or through private transactions to strengthen our liquidity and/or fund strategic initiatives. Such additional financing may not be available on favorable terms or at all.

Refer to “Business Developments” and “Part II - Other Information, Item 1A. Risk Factors” for further information.

Working Capital

Our working capital at March 31, 2020 was $5.7 million, consisting of $2,177.8 million in total current assets and $2,172.1 million in total current liabilities. Our working capital at December 31, 2019 was $1,167.5 million, consisting of $3,766.4 million in total current assets and $2,598.9 million in total current liabilities.

Working capital has decreased during the three months ended March 31, 2020 primarily as a result of losses for the period and the change in our LCM inventory adjustment, as well as capital expenditures, including turnaround costs and distributions.

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Capital Spending

Capital spending was $1,309.1 for the three months ended March 31, 2020, which primarily included costs for the construction of the Delaware City refinery hydrogen plant, which is expected to be completed in the second quarter of 2020, turnaround costs at our Toledo refinery, safety related enhancements and facility improvements at our refineries, and the Martinez Acquisition. Due to current challenging market conditions, we have taken strategic steps to increase our flexibility and responsiveness, one of which is the reduction of approximately $357.0 million in 2020 planned capital expenses. We currently expect to spend an aggregate of approximately $325.0 million to $375.0 million in net capital expenditures during 2020, for facility improvements, maintenance and turnarounds with the intention of satisfying all required safety, environmental and regulatory capital commitments.

On February 1, 2020 we acquired the Martinez refinery and related logistic assets. The purchase price for the Martinez Acquisition was $960.0 million in cash, plus final working capital of $216.1 million and $77.3 million in Martinez Contingent Consideration. The transaction was financed through a combination of cash on hand, including proceeds from our 2028 Senior Notes, and borrowings under our Revolving Credit Facility.

Contractual Obligations and Commitments

In connection with the Martinez Acquisition and related financing transactions, including the 2028 Senior Notes offering and the redemption of the 2023 Senior Notes, we entered into or assumed certain contractual obligations and commitments, as described below, not previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019.

In connection with the issuance of the 2028 Senior Notes and the redemption of the 2023 Senior Notes during the three months ended March 31, 2020, our long-term debt obligations were reduced in 2023 for the $500.0 million redemption of the 2023 Senior Notes and increased in 2028 by $1.0 billion for the issuance of the 2028 Senior Notes. The 2028 Senior Notes pay interest semi-annually in cash in arrears on February 15 and August 15 each year, beginning on August 15, 2020 and will mature on February 15, 2028. During the first quarter of 2020, we also incurred borrowings under the Revolving Credit Facility to fund a portion of the Martinez Acquisition and for other general corporate purposes. At March 31, 2020, we had outstanding borrowings under the Revolving Credit Facility of $900.0 million that are currently due in May 2023. As a result of this debt activity, our obligation to make interest payments on outstanding debt increased as follows: $8.5 million in 2020, $43.0 million in 2021 and 2022, $32.5 million in 2023, and a $60.0 million annually thereafter until the maturity of the 2028 Senior Notes.

Refer to “Note 6 - Debt” of our Notes to Condensed Consolidated Financial Statements, for further information.

We have entered into certain leases and other rental-related agreements in connection with the Martinez Acquisition that resulted in additional contractual obligations as follows: $11.3 million in 2020, $20.2 million in aggregate in 2021 and 2022, $18.9 million in aggregate in 2023 and 2024 and $37.4 million thereafter.

In connection with the Martinez Acquisition, we entered into various five-year crude supply agreements for approximately 145,000 bpd, which are subject to certain volume reductions at our discretion. Following the COVID-19 pandemic and extraordinary market disruption and volatility that it has caused, there has been a significant decrease in the market price of crude oil. While the extent of this market disruption and duration of significantly lower crude oil prices is uncertain, if it does persist for an extended period of time, our obligations for our crude and feedstock supply agreements would be significantly less than the amounts disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019.

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The information above does not include future interest and principal payments related to the May 2020 issuance of $1.0 billion in aggregate principal amount of the 2025 Senior Secured Notes. The 2025 Senior Secured Notes pay interest semi-annually in cash in arrears on May 15 and November 15 of each year, beginning on November 15, 2020 and will mature on May 15, 2025. Additionally, in connection with our sale of five hydrogen facilities subsequent to March 31, 2020, we have agreed to enter into long-term off-take arrangements covering hydrogen produced at each of the five plants on terms in line with similar arrangements in place elsewhere in its refining system. Refer to “Note 15 - Subsequent Events” of our Notes to Condensed Consolidated Financial Statements, for further information.

Crude and Feedstock Supply Agreements

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

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

Inventory Intermediation Agreements

We entered into Inventory Intermediation Agreements with J. Aron, to support the operations of the East Coast Refineries. The Inventory Intermediation Agreement by and among J. Aron, PBF Holding and DCR expires on June 30, 2021, which term may be further extended by mutual consent of the parties to June 30, 2022. The Inventory Intermediation Agreement by and among J. Aron, PBF Holding and PRC expires on December 31, 2021, which term may be further extended by mutual consent of the parties to December 31, 2022. If not extended, at expiration, we will be required to repurchase the inventories outstanding under the Inventory Intermediation Agreement at that time.

Pursuant to each Inventory Intermediation Agreement, J. Aron purchases and holds title to the J. Aron Products produced by the East Coast Refineries, and delivered into our J. Aron Storage Tanks. J. Aron has agreed to sell the J. Aron Products back to the East Coast Refineries as they are discharged out of our J. Aron Storage Tanks. J. Aron has the right to store the J. Aron Products purchased in tanks under the Inventory Intermediation Agreements and will retain these storage rights for the term of the agreements. PBF Holding continues to market and sell the J. Aron Products independently to third parties.

At March 31, 2020, the LIFO value of crude oil, intermediates and finished products owned by J. Aron included within Inventory in our Condensed Consolidated Balance Sheets was $270.8 million. We accrue a corresponding liability for such crude oil, intermediates and finished products.

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Off-Balance Sheet Arrangements and Contractual Obligations and Commitments

We have no off-balance sheet arrangements as of March 31, 2020, other than outstanding letters of credit of approximately $193.2 million.

Distribution Policy

As of March 31, 2020, we had $1,080.2 million of unused borrowing availability, which includes our cash and cash equivalents of $589.4 million, under our Revolving Credit Facility to fund our operations, if necessary. In cases when there is sufficient cash and cash equivalents and borrowing capacity, we are permitted under our debt agreements to make distributions; however, our ability to continue to comply with our debt covenants is, to a significant degree, subject to our operating results, which are dependent on a number of factors outside of our control.

We make, from time to time, distributions to PBF LLC, if necessary, in order for PBF LLC to make pro rata distributions to its members, including PBF Energy, necessary to fund in excess of one year’s cash dividend payments by PBF Energy. In response to the adverse impact caused by the COVID-19 pandemic, PBF Energy, among other things, suspended its quarterly dividend of $0.30 per share, anticipated to preserve approximately $35.0 million of cash each quarter to support its balance sheet. While it is impossible to estimate the duration or ultimate financial impact of the COVID-19 pandemic on our business, we expect our future results subsequent to the quarter ending March 31, 2020 will be adversely impacted in a significant manner. We will continue to monitor and evaluate our distribution policy as market conditions develop and our business outlook becomes clearer.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Actual results could differ from those estimates. Our critical accounting estimates are included in our annual report on Form 10-K for the year ended December 31, 2019. As of March 31, 2020, the following accounting policy is included as it involves estimates that are considered critical due to the level of subjectivity and judgment involved, as well as the impact on our financial position and results of operations. We believe that all of our estimates are reasonable. Estimates of the sensitivity to earnings that would result from changes in the assumptions used in determining our estimates are not practicable due to the number of assumptions and contingencies involved, and the wide range of possible outcomes.

Impairment of Long-Lived Assets

Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods.

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The global crisis resulting from the COVID-19 pandemic has had a substantial impact on the economy and overall consumer demand for energy and hydrocarbon products. As a result of the significant reduction in demand for our products, we determined that an impairment triggering event had occurred. Therefore, we performed an interim impairment assessment on certain long-lived assets as of March 31, 2020. As a result of the interim impairment test, we determined that our long-lived assets were not impaired when comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets over their remaining estimated useful life. If adverse market conditions persist or there is further deterioration in the general economic environment due to the COVID-19 pandemic, there could be additional indicators that our assets are impaired requiring evaluation that may result in future impairment charges to earnings. Refer to “Note 1 - Description of the Business and Basis of Presentation” of our Notes to Condensed Consolidated Financial Statements.

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Supplemental Guarantor Financial Information

As of March 31, 2020, PBF Services Company, DCR, PBF Power Marketing LLC, PRC, Toledo Refining Company LLC, Chalmette Refining, L.L.C. (“Chalmette Refining”), PBF Western Region LLC, Torrance Refining Company LLC (“Torrance Refining”), Torrance Logistics Company LLC, Martinez Refining Company LLC, Martinez Terminal Company LLC, PBF International Inc. and PBF Investments LLC (“PBF Investment”) are 100% owned subsidiaries of PBF Holding and serve as guarantors of the obligations under the 2025 Senior Notes and 2028 Senior Notes. These guarantees are full and unconditional and joint and several. PBF Holding serves as the “Issuer”. The indentures dated May 30, 2017 and January 24, 2020, among PBF Holding, PBF Finance, the guarantors party thereto, Wilmington Trust, National Association, as trustee and Deutsche Bank Trust Company Americans, govern subsidiaries designated as “Guarantor Subsidiaries”. PBF Ltd, PBF Transportation Company LLC, PBF Rail Logistics Company LLC, MOEM Pipeline LLC, Collins Pipeline Company, T&M Terminal Company, Torrance Basin Pipeline Company LLC, Torrance Pipeline Company LLC and Martinez Pipeline Company LLC are consolidated subsidiaries of the Company that are not guarantors of the 2025 Senior Notes and 2028 Senior Notes. The 2025 Senior Notes and 2028 Senior Notes were co-issued by PBF Finance. For purposes of the following information, PBF Finance is referred to as “Co-Issuer.” The Co-Issuer has no independent assets or operations.

The following tables present summarized information for the Issuer and the Guarantor Subsidiaries on a combined basis after elimination of (i) intercompany transactions and balances among the Issuer and the Guarantor Subsidiaries and (ii) equity in earnings from and investments in any subsidiary that is a non-guarantor.

Summarized Balance Sheet (in millions)	March 31, 2020		December 31, 2019
ASSETS
Current Assets (1)	$	1,966.0	$	3,500.0
Non-Current Assets	6,006.1		4,842.5
Due from non-guarantor subsidiaries	12,793.8		12,311.4
LIABILITIES AND EQUITY
Current liabilities (1)	$	2,093.5	$	2,364.8
Long-term liabilities	3,792.7		2,300.6
Due to non-guarantor subsidiaries	12,731.0		12,295.9
(1) Includes $13.5 million and $87.1 million of accounts receivables and accounts payables, respectively, related to transaction with PBFX as of March 31, 2020. Includes $6.5 million and $48.1 million of accounts receivables and accounts payables, respectively, related to transaction with PBFX as of December 31, 2019. Refer to the Company’s 2019 Annual Report on Form 10-K (“Note 9 - Related Party Transactions” of the Notes to Consolidated Financial Statements) for further disclosures.

Summarized Statement of Operations (in millions)	Three Months Ended March 31, 2020
Revenues	$	5,143.3
Cost of sales	6,171.8
Gross margin	(1028.5)
Income (loss) from operations	(1,051.6)
Net income (loss)	(1,059.4)
Net income (loss) attributable to PBF Holding Company LLC	(1,059.5)
Non-guarantor subsidiaries intercompany sales and cost of sales with the Issuer and Guarantor subsidiaries totaled $419.5 million and $4.4 million, respectively. Total affiliate revenues and expenses related to transactions with PBFX totaled $4.2 million and 75.5 million, respectively. Refer to “Note 7 - Related Party Transactions” of our Notes to Consolidated Financial Statements for further information.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Commodity Price Risk

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

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

The negative impact of the unprecedented global health and economic crisis sparked by the COVID-19 pandemic, combined with the movements made by the world’s largest oil producers to increase market share in the current environment has created simultaneous shocks in oil supply and demand resulting in an economic challenge to our industry which has not occurred since our formation. This combination has resulted in significant demand reduction for our refined products and abnormal volatility in oil commodity prices, which may continue for the foreseeable future.

At March 31, 2020 and December 31, 2019, we had gross open commodity derivative contracts representing 6.3 million barrels and 11.3 million barrels, respectively, with an unrealized net gain of $2.4 million and $0.2 million, respectively. The open commodity derivative contracts as of March 31, 2020 expire at various times during 2020.

We carry inventories of crude oil, intermediates and refined products (“hydrocarbon inventories”) on our Condensed Consolidated Balance Sheets, the values of which are subject to fluctuations in market prices. Our hydrocarbon inventories totaled approximately 33.5 million barrels and 30.2 million barrels at March 31, 2020 and December 31, 2019, respectively. The average cost of our hydrocarbon inventories was approximately $75.82 and $79.63 per barrel on a LIFO basis at March 31, 2020 and December 31, 2019, respectively, excluding the net impact of LCM inventory adjustments of approximately $1,687.2 million and $401.6 million, respectively. If market prices of our inventory decline to a level below our average cost, we may be required to write down the carrying value of our hydrocarbon inventories to market.

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Our predominant variable operating cost is energy, which is comprised primarily of natural gas and electricity. We are therefore sensitive to movements in natural gas prices. Assuming normal operating conditions, we expect our annual consumption to range from 75 million to 100 million MMBTUs of natural gas in total across our six refineries. Accordingly, a $1.00 per MMBTU change in natural gas prices would increase or decrease our natural gas costs by approximately $75.0 million to $100.0 million.

Compliance Program Price Risk

We are exposed to market risks related to the volatility in the price of credits needed to comply with various governmental and regulatory compliance programs, which includes RINs, required to comply with RFS. Our overall RINs obligation is based on a percentage of our domestic shipments of on-road fuels as established by Environmental Protection Agency (“EPA”). To the degree we are unable to blend the required amount of biofuels to satisfy our RINs obligation, we must purchase RINs on the open market. To mitigate the impact of this risk on our results of operations and cash flows we may purchase RINs or other environmental credits when the price of these instruments is deemed favorable.

In addition, we are exposed to risks associated with complying with federal and state legislative and regulatory measures to address greenhouse gas and other emissions. Requirements to reduce emissions could result in increased costs to operate and maintain our facilities as well as implement and manage new emission controls and programs put in place. For example, AB32 in California requires the state to reduce its GHG emissions to 1990 levels by 2020. Compliance with such emission standards may require the purchase of emission credits or similar instruments.

Certain of these compliance contracts or instruments qualify as derivative instruments. We generally elect the normal purchase normal sale exception under ASC 815, Derivatives and Hedging, for such instruments, and therefore do not record these contracts at their fair value.

Interest Rate Risk

The maximum commitment under our Revolving Credit Facility is $3.4 billion. Borrowings under the Revolving Credit Facility bear interest either at the Alternative Base Rate plus the Applicable Margin or at Adjusted LIBOR plus the Applicable Margin, all as defined in the Revolving Credit Agreement. If this facility was fully drawn, a 1.0% change in the interest rate would increase or decrease our interest expense by approximately $24.9 million annually.

In addition, the PBF Rail Term Loan, which bears interest at a variable rate, had an outstanding principal balance of $12.8 million at March 31, 2020. A 1.0% change in the interest rate would increase or decrease our interest expense by approximately $0.1 million annually, assuming the current outstanding principal balance on the PBF Rail Term Loan remained outstanding.

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

Credit Risk

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

We continually monitor our market risk exposure, including the impact and developments related to the COVID-19 pandemic combined with the movements made by the world’s largest oil producers to increase market share in the current environment, which have introduced significant volatility in the financial markets subsequent to our year ended December 31, 2019.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We conducted evaluations under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)) as of March 31, 2020. Based upon these evaluations as required by Exchange Act Rule 13a-15(b), the principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective as of March 31, 2020.

Changes in Internal Control Over Financial Reporting

On February 1, 2020, we completed the Martinez Acquisition. We are in the process of integrating Martinez Refining Company LLC’s (“Martinez Refining”) operations, including internal controls over financial reporting and, therefore, management's evaluation and conclusion as to the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q excludes any evaluation of the internal controls over financial reporting of Martinez Refining. We expect the integration of Martinez Refining's operations, including internal controls over financial reporting to be complete within one year of its acquisition. Martinez Refining accounts for approximately 10% of our total assets and approximately 9% of our total revenues as of and for the quarter ended March 31, 2020.

Management has not identified any other changes in our internal controls over financial reporting during the quarter ended March 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On July 24, 2013, the Delaware Department of Natural Resources and Environmental Control (“DNREC”) issued a Notice of Administrative Penalty Assessment and Secretary’s Order to DCR for alleged air emission violations that occurred during the re-start of the refinery in 2011 and subsequent to the re-start. The penalty assessment sought $460,200 in penalties and $69,030 in cost recovery for DNREC’s expenses associated with investigation of the incidents. Pursuant to a settlement agreement entered into on or about July 11, 2019 by and between DCR and DNREC (“Settlement Agreement”), DCR resolved this and other Notices of Violation (“NOV”) as well as potential claims available to DNREC for any noncompliance with air quality matters related to activities at the Delaware City refinery occurring between June 1, 2010 and October 31, 2018, including associated Title V Permit deviations and particulate matter emissions from certain coke management facilities. The Settlement Agreement provides for resolution of DNREC’s claims, a penalty payment by DCR of $950,000, and no admission of liability by DCR. The Settlement Agreement will also result in modification and reissuance by DNREC of certain air quality permits for the Delaware City refinery to resolve objections made by DCR to certain prior permit conditions. Testing of the aforementioned coke management facilities was conducted in September 2019 and confirmed compliance with operating permit limits.

The Delaware City refinery appealed a Notice of Penalty Assessment and Secretary’s Order issued in March 2017, including a $150,000 fine, alleging violation of a 2013 Secretary’s Order authorizing crude oil shipment by barge. DNREC asserted that the Delaware City refinery had violated the Secretary’s 2013 Order by allegedly failing to make timely and full disclosure to DNREC about the nature and extent of those shipments, and allegedly misrepresenting the number of shipments that went to other facilities. The Penalty Assessment and Secretary’s Order conclude that the 2013 Secretary’s Order was violated by the refinery by shipping crude oil from the Delaware City terminal to three locations other than the Paulsboro refinery, on 15 days in 2014, making a total of 17 separate barge shipments containing approximately 35.7 million gallons of crude oil in total. On April 28, 2017, the Delaware City refinery appealed the Notice of Penalty Assessment and Secretary’s Order. On March 5, 2018, Notice of Penalty Assessment was settled by DNREC, the Delaware Attorney General and Delaware City refinery for $100,000. The Delaware City refinery made no admissions with respect to the alleged violations and agreed to request a Coastal Zone Act status decision prior to making crude oil shipments to destinations other than Paulsboro. The Delaware City refinery has paid the penalty. The Coastal Zone Act status decision request was submitted to DNREC and the outstanding appeal was withdrawn as required under settlement agreement. DNREC has confirmed that DCR has fully satisfied its obligations under the agreement, and therefore that the resolution of liability provided under the agreement has taken effect.

On December 28, 2016, DNREC issued the Coastal Zone Act permit for ethanol (the “Ethanol Permit”) to DCR allowing the utilization of existing tanks and existing marine loading equipment at their existing facilities to enable denatured ethanol to be loaded from storage tanks to marine vessels and shipped to offsite facilities. On January 13, 2017, the issuance of the Ethanol Permit was appealed by two environmental groups. On February 27, 2017, the Coastal Zone Industrial Board (the “Coastal Zone Board”) held a public hearing and dismissed the appeal, determining that the appellants did not have standing. The appellants filed an appeal of the Coastal Zone Board’s decision with the Delaware Superior Court (the “Superior Court”) on March 30, 2017. On January 19, 2018, the Superior Court rendered an Opinion regarding the decision of the Coastal Zone Board to dismiss the appeal of the Ethanol Permit for the ethanol project. The judge determined that the record created by the Coastal Zone Board was insufficient for the Superior Court to make a decision, and therefore remanded the case back to the Coastal Zone Board to address the deficiency in the record. Specifically, the Superior Court directed the Coastal Zone Board to address any evidence concerning whether the appellants’ claimed injuries would be affected by the increased quantity of ethanol shipments. On remand, the Coastal Zone Board met on January 28, 2019 and reversed its previous decision on standing ruling that the appellants have standing to appeal the issuance of the Ethanol Permit. The parties to the action filed a joint motion with the Coastal Zone Board, requesting that the Board concur with the parties’ proposal to secure from the Superior Court confirmation that all rights and claims are preserved for any subsequent appeal to the Superior Court, and that the matter then be scheduled for a hearing on the merits before the Coastal Zone Board. The Coastal Zone

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Board notified the parties in January of 2020 that it concurred with the parties proposed course of action. The appellants and DCR subsequently filed a motion with the Superior Court requesting relief consistent with what was described to the Coastal Zone Board. In February of 2020, the Superior Court scheduled a conference with counsel for April 3, 2020 to discuss the issues. In addition, the Superior Court issued to the parties a letter, dated March 4, 2020, reporting that the Court would not retain jurisdiction and that the case could proceed to a merits hearing before the Coastal Zone Board. The parties must, therefore, submit to the Coastal Zone Board a joint proposed schedule to govern future proceedings related to the merits hearing.

In connection with the acquisition of the Torrance refinery and related logistics assets, we assumed certain pre-existing environmental liabilities related to certain environmental remediation obligations to address existing soil and groundwater contamination and monitoring activities, which reflect the estimated cost of the remediation obligations. In addition, in connection with the acquisition of the Torrance refinery and related logistics assets, we purchased a ten year, $100.0 million environmental insurance policy to insure against unknown environmental liabilities. Furthermore, in connection with the acquisition, we assumed responsibility for certain specified environmental matters that occurred prior to our ownership of the refinery and logistics assets, including specified incidents and/or NOVs issued by regulatory agencies in various years before our ownership, including the Southern California Air Quality Management District (“SCAQMD”) and the Division of Occupational Safety and Health of the State of California (“Cal/OSHA”).

Subsequent to the acquisition, further NOVs were issued by the SCAQMD, Cal/OSHA, the City of Torrance, the City of Torrance Fire Department, and the Los Angeles County Sanitation District related to alleged operational violations, emission discharges and/or flaring incidents at the refinery and the logistics assets both before and after our acquisition. EPA in November 2016 conducted a Risk Management Plan (“RMP”) inspection following the acquisition related to Torrance operations and issued preliminary findings in March 2017 concerning RMP potential operational violations. Since EPA’s issuance of the preliminary findings in March 2017, we have been in substantive discussions to resolve the preliminary findings. Effective January 9, 2020, we and EPA entered into a Consent Agreement and Final Order (“CAFO”), effective as of January 9, 2020, which contains no admission by us for any alleged violations in the CAFO, includes a release from all alleged violations in the CAFO, requires payment of a penalty of $125,000 and the implementation of a supplemental environmental project (“SEP”) of at least $219,000 that must be completed by December 15, 2021. The SEP will consist of configuring the northeast fire water monitor to automatically deploy water upon detection of a release.

EPA and the California Department of Toxic Substances Control (“DTSC”) in December 2016 conducted a Resource Conservation and Recovery Act (“RCRA”) inspection following the acquisition related to Torrance operations and also issued in March 2017 preliminary findings concerning RCRA potential operational violations. On June 14, 2018, the Torrance refinery and DTSC reached settlement regarding the oil bearing materials. Following this settlement, in June 2018, DTSC referred the remaining alleged RCRA violations from EPA’s and DTSC’s December 2016 inspection to the California Attorney General for final resolution. The Torrance refinery and the California Attorney General are in discussions to resolve these alleged remaining RCRA violations.

On September 3, 2019, we received a letter from the SCAQMD proposing to settle a NOV relating to Title V deviations alleged to have occurred in the second half of 2016 for $465,000. On April 3, 2020, we settled this NOV for $350,000.

On May 8, 2020, we received a letter from the SCAQMD proposing to settle a NOV relating to Title V deviations alleged to have occurred in the first half of 2017 for $878,450. We are evaluating the allegations and will be communicating with the SCAQMD regarding the allegations and the settlement offer upon the completion of our review.

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As the ultimate outcomes of the matters discussed above are uncertain, we cannot currently estimate the final amount or timing of their resolution but any such amount is not expected to have a material impact on our financial position, results of operations or cash flows, individually or in the aggregate.

On December 5, 1990, prior to our ownership of the Chalmette refinery, the plaintiff in Adam Thomas, et al. v. Exxon Mobil Corporation and Chalmette Refining, L.L.C., filed an action on behalf of himself and potentially thousands of other individuals in St. Bernard Parish and Orleans Parish who were allegedly exposed to hydrogen sulfide and sulfur dioxide as a result of more than 100 separate flaring events that occurred between 1989 and 2010. This litigation is proceeding as a mass action with individually named plaintiffs as a result of a 2008 trial court decision, affirmed by the court of appeals that denied class certification. The plaintiffs claim to have suffered physical injuries, property damage, and other damages as a result of the releases. Plaintiffs seek to recover unspecified compensatory and punitive damages, interest, and costs. The court had scheduled an October 2019 mini-trial of up to 10 plaintiffs, relating to as many as 5 separate flaring events that occurred between 2002 and 2007. However, on October 9, 2019, the parties reached an agreement in principle to settle this matter, which is expected to result in the dismissal with prejudice of all outstanding claims. Although the settlement resolution has not been finalized, we presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows.

On February 17, 2017, in Arnold Goldstein, et al. v. Exxon Mobil Corporation, et al., we and PBF LLC, and our subsidiaries, PBF Western Region LLC and Torrance Refining and the manager of our Torrance refinery along with ExxonMobil were named as defendants in a class action and representative action complaint filed on behalf of Arnold Goldstein, John Covas, Gisela Janette La Bella and others similarly situated. The complaint was filed in the Superior Court of the State of California, County of Los Angeles (the “Court”) and alleges negligence, strict liability, ultrahazardous activity, a continuing private nuisance, a permanent private nuisance, a continuing public nuisance, a permanent public nuisance and trespass resulting from the February 18, 2015 electrostatic precipitator (“ESP”) explosion at the Torrance refinery which was then owned and operated by ExxonMobil. The operation of the Torrance refinery by the PBF entities subsequent to our acquisition in July 2016 is also referenced in the complaint. To the extent that plaintiffs’ claims relate to the ESP explosion, ExxonMobil has retained responsibility for any liabilities that would arise from the lawsuit pursuant to the agreement relating to the acquisition of the Torrance refinery. On July 2, 2018, the Court granted leave to plaintiffs’ to file a Second Amended Complaint alleging groundwater contamination. With the filing of the Second Amended Complaint, Plaintiffs’ added an additional plaintiff. On March 18, 2019, the class certification hearing was held and the judge took the matter under submission. On April 1, 2019, the judge issued an order denying class certification. On April 15, 2019, Plaintiffs filed a Petition with the Ninth Circuit for Permission to Appeal the Order Denying Motion for Class Certification. The appeal is currently pending with the Ninth Circuit. On May 3, 2019, Plaintiffs filed a Motion with the Central District Court for Leave to File a Renewed Motion for Class Certification. On May 22, 2019, the judge granted Plaintiffs’ motion. We filed our opposition to the motion on July 29, 2019. The Plaintiffs’ motion was heard on September 23, 2019. On October 15, 2019, the judge granted certification to two limited classes of property owners, rejecting two other proposed subclasses based on negligence and on strict liability for ultrahazardous activities. The certified subclasses relate to trespass claims for ground contamination and nuisance for air emissions. We presently believe the outcome will not have a material impact on our financial position, results of operations or cash flows.

On September 18, 2018, in Michelle Kendig and Jim Kendig, et al. v. ExxonMobil Oil Corporation, et al., PBF Energy Limited and Torrance Refining along with ExxonMobil Oil Corporation and ExxonMobil Pipeline Company were named as defendants in a class action and representative action complaint filed on behalf of Michelle Kendig, Jim Kendig and others similarly situated. The complaint was filed in the Superior Court of the State of California, County of Los Angeles and alleges failure to authorize and permit uninterrupted rest and meal periods, failure to furnish accurate wage statements, violation of the Private Attorneys General Act and violation of the California Unfair Business and Competition Law. Plaintiffs seek to recover unspecified economic damages, statutory damages, civil penalties provided by statute, disgorgement of profits, injunctive relief, declaratory relief, interest, attorney’s fees and costs. To the extent that plaintiffs’

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claims accrued prior to July 1, 2016, ExxonMobil has retained responsibility for any liabilities that would arise from the lawsuit pursuant to the agreement relating to the acquisition of the Torrance refinery and logistics assets. On October 26, 2018, the matter was removed to the Federal Court, California Central District. A mediation hearing between the parties was held on August 23, 2019. From the mediation hearing, the parties have reached a tentative agreement in principle to settle. On March 17, 2019, plaintiffs filed with the court a Notice of Motion and Motion for Preliminary Approval of Settlement Agreement for the Court’s approval of the proposed settlement pursuant to which Torrance Refining would pay $2.9 million to resolve the matter and receive a full release and discharge from any and all claims and make no admission of any wrongdoing or liability. The Court has scheduled a hearing on May 1, 2020 to consider the settlement. We presently believe the outcome will not have a material impact on our financial position, results of operations or cash flows.

On September 7, 2018, in Jeprece Roussell, et al. v. PBF Consultants, LLC, et al., the Plaintiff filed an action in the 19th Judicial District Court for the Parish of East Baton Rouge, alleges numerous causes of action, including wrongful death, premises liability, negligence, and gross negligence against PBF Holding, PBFX Operating Company LLC, Chalmette Refining, two individual employees of the Chalmette refinery (the “PBF Defendants”), two entities, PBF Consultants, LLC (“PBF Consultants”) and PBF Investments LLC that are Louisiana companies that are not associated with our companies, as well as Clean Harbors, Inc. and Clean Harbors Environmental Services, Inc. (collectively, “Clean Harbors”), Mr. Roussell’s employer. Mr. Roussell was fatally injured on March 31, 2018 while employed by Clean Harbors and performing clay removal work activities inside a clay treating vessel located at the Chalmette refinery. Plaintiff seeks unspecified compensatory damages for pain and suffering, past and future mental anguish, impairment, past and future economic loss, attorney’s fees and court costs. On September 25, 2018, the PBF Defendants filed an answer in the state court action denying the allegations. On October 10, 2018, the PBF Defendants filed to remove the case to the United States District Court for the Middle District of Louisiana. On November 9, 2018, Plaintiff filed a motion to remand the matter back to state court and the PBF Defendants filed a response on November 30, 2018. On December 21, 2018, Plaintiff filed a motion for leave to file a reply memorandum and the reply memorandum was filed December 27, 2018. On April 15, 2019 the Federal Magistrate Judge filed a Report and Recommendation denying Plaintiff’s motion to remand and dismissing without prejudice the claims against John Sprafka, Wayne LaCombe, PBF Consultants and PBF Investments. On June 24, 2019, the Federal Judge adopted the Magistrate Judge’s Report and Recommendation denying Plaintiff’s motion to remand and dismissing without prejudice the claims against John Sprafka, Wayne LaCombe, PBF Consultants and PBF Investments. Discovery has been served by the parties. We cannot currently estimate the amount or the timing of the resolution of this matter. The PBF Defendants previously issued a tender of defense and indemnity to Clean Harbors and its insurer pursuant to indemnity obligations contained in the associated services agreement. Clean Harbors has accepted the tender of defense and indemnity, and Clean Harbors’ insurer has accepted the tender of defense and indemnity subject to a reservation of rights. We presently believe the outcome will not have a material impact on our financial position, results of operations or cash flows.

In Varga, Sabrina, et al., v. CRU Railcar Services, LLC, et al., us and other of our entities were named as defendants along with CRU Railcar Services, LLC (“CRU”) in a lawsuit arising from a railcar explosion that occurred while CRU employees were cleaning a railcar owned by us. The initial lawsuit alleged that an employee of CRU was fatally injured as a result of the explosion. On July 5, 2019, a petition for intervention was filed alleging that another CRU employee was fatally injured in the same explosion. On October 7, 2019, a third CRU employee joined the lawsuit alleging severe injuries from the incident. We have issued a tender of defense and indemnity to CRU and its insurer pursuant to indemnity obligations contained in the associated services agreement which have not been accepted at this time. Discovery has been served by the parties. We cannot currently estimate the amount or the timing of the resolution of this matter. We presently believe the outcome will not have a material impact on our financial position, results of operations or cash flows.

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

The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), also known as “Superfund,” imposes liability, without regard to fault or the legality of the original conduct, on certain classes of persons who are considered to be responsible for the release of a “hazardous substance” into the environment. These persons include the current or former owner or operator of the disposal site or sites where the release occurred and companies that disposed of or arranged for the disposal of the hazardous substances. Under CERCLA, such persons may be subject to joint and several liability for investigation and the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. As discussed more fully above, certain of our sites are subject to these laws and we may be held liable for investigation and remediation costs or claims for natural resource damages. It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances or other pollutants released into the environment. Analogous state laws impose similar responsibilities and liabilities on responsible parties. In our current normal operations, we have generated waste, some of which falls within the statutory definition of a “hazardous substance” and some of which may have been disposed of at sites that may require cleanup under Superfund.

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Item 1A. Risk Factors

The following risk factors supplement and/or update the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019:

Risks Relating to Our Business and Industry

The following risk factors supplement and/or update the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019:

Risks Relating to Our Business and Industry

The recent outbreak of the COVID-19 pandemic and certain developments in the global oil markets are significantly affecting our business, financial condition and results of operations and may continue to do so, and our liquidity could also be negatively impacted, particularly if the U.S. economy remains unstable for a significant amount of time.

The recent outbreak of the COVID-19 pandemic and certain developments in the global oil markets are negatively impacting worldwide economic and commercial activity and financial markets, as well as global demand for petroleum and petrochemical products. The COVID-19 pandemic and related governmental responses have also resulted in significant business and operational disruptions, including business closures, supply chain disruptions, travel restrictions, stay-at-home orders and limitations on the availability of workforces. In addition, movements made by the world’s largest oil producers to increase market share in the current environment, combined with the impact of the COVID-19 pandemic, has created simultaneous shocks in oil supply and demand resulting in an economic challenge to our industry which has not occurred since our formation. This combination has resulted in significant demand reduction for our refined products and abnormal volatility in oil commodity prices, which may continue for the foreseeable future. The full impact of the COVID-19 pandemic and these market developments is unknown and is rapidly evolving. The full extent to which the COVID-19 pandemic and these market developments negatively impact our business and operations will depend on the severity, location and duration of the effects and spread of COVID-19, the actions undertaken by national, regional and local governments and health officials to contain the virus or treat its effects, and how quickly and to what extent economic conditions improve and normal business and operating conditions resume.

We are working with federal, state and local health authorities to respond to COVID-19 cases in the regions we operate and are taking or supporting measures to try to limit the spread of the virus and to mitigate the burden on the healthcare system. Many of these measures will have an adverse impact on our business and financial results that we are not currently able to fully quantify. For example, we are limiting onsite staff at all of our facilities to essential operational personnel. As a result, we are carefully evaluating projects at our refineries and limiting or postponing projects and other non-essential work. Based on market conditions, our refineries are currently operating at minimum rates. We plan to significantly reduce capital expenditures in the near term, while intending to satisfy and comply with all required safety, environmental and planned regulatory capital commitments and other regulatory requirements, although there are no assurances that we will be able to do so. Non-compliance with applicable environmental and safety requirements, including as a result of reduced staff due to an outbreak at one of our refineries, may subject us to fines or penalties assessed by governmental authorities or may result in an environmental or safety incident. We may also be subject to liability as a result of claims by impacted workers.

If we continue to experience low crude oil prices and deteriorating market conditions, our borrowing capacity under our Revolving Credit Facility may be reduced. As a result, we may require additional capital, and such additional financing may not be available on favorable terms or at all.

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Broad economic factors resulting from the current COVID-19 pandemic, including increasing unemployment rates, substantially reduced travel and reduced business and consumer spending, also affect our business. Business closings and layoffs in the markets we operate may adversely affect demand for our refined products. If general economic conditions continue to deteriorate or remain uncertain for an extended period of time, our liquidity and ability to repay our outstanding debt may be harmed.

In addition, our results and financial condition may be adversely affected by federal or state laws, regulations, orders, or other governmental or regulatory actions addressing the current COVID-19 pandemic or the U.S. refining industry, which, if adopted, could result in direct or indirect restrictions to our business, financial condition, results of operations and cash flow.

Furthermore, the current COVID-19 pandemic has caused disruption in the financial markets and the businesses of financial institutions. These factors have caused a slowdown in the decision-making of these institutions, which may affect the timing on which we may obtain any additional funding. There can be no assurance that we will be able to raise additional funds on terms acceptable to us, if at all.

The foregoing and other continued disruptions to our business as a result of the COVID-19 pandemic could result in a material adverse effect on our business, result of operations, financial condition, cash flows and our ability to service our indebtedness and other obligations.

To the extent the COVID-19 pandemic adversely affects our business, financial condition, results of operations and liquidity, it may also have the effect of heightening many of the other risks described in the “Risk Factors” section included in our Annual Report on Form 10-K for the year ended December 31, 2019 and in this Current Report on Form 10-Q, as those risk factors are amended or supplemented by subsequent Quarterly Reports on Form 10-Q and other reports and documents we file with the SEC after the date of this Current Report on Form 10-Q.

Our working capital, cash flows and liquidity can be significantly impacted by volatility in commodity prices and refined product demand.

Payment terms for our crude oil purchases are typically longer than those terms we extend to our customers for sales of refined products. Additionally, reductions in crude oil purchases tend to lag demand decreases for our refined products. As a result of this timing differential, the payables for our crude oil purchases are generally proportionally larger than the receivables for our refined product sales. As we are normally in a net payables position, a decrease in commodity prices generally results in a use of working capital. Given we process a significant volume of crude oil, the impact can materially affect our working capital, cash flows and liquidity.

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Item 6. Exhibits

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

EXHIBIT INDEX

Exhibit Number	Description
2.2	Amendment No. 1 dated February 1, 2020 to Sale and Purchase Agreement dated June 11, 2019 by and between PBF Holding Company LLC and Equilon Enterprises LLC d/b/a Shell Oil Products US (incorporated by reference to Exhibit 2.2 filed with PBF Energy Inc.'s Current Report on Form 8-K dated February 6, 2020 (File No. 001-35764)).
4.1	Indenture dated as of January 24, 2020, among PBF Holding Company LLC, PBF Finance Corporation, the Guarantors named on the signature pages thereto, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent (incorporated by reference to Exhibit 4.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated January 24, 2020 (File No. 001-35764)).
4.2	Registration Rights Agreement dated January 24, 2020, among PBF Holding Company LLC and PBF Finance Corporation, the Guarantors named therein and BofA Securities, Inc., as Representative of the several Initial Purchasers (incorporated by reference to Exhibit 4.3 filed with PBF Energy Inc.’s Current Report on Form 8-K dated January 24, 2020 (File No. 001-35764)).
4.3	First Supplemental Indenture dated February 3, 2020, among PBF Holding Company LLC, PBF Finance Corporation, Martinez Refining Company LLC, Martinez Terminal Company LLC, Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, transfer agent, registrar and authenticating agent (2028 Senior Notes). (incorporated by reference to Exhibit 4.3 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764)).
4.4	First Supplemental Indenture dated February 3, 2020, among PBF Holding Company LLC, PBF Finance Corporation, Martinez Refining Company LLC, Martinez Terminal Company LLC, Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, transfer agent, registrar and authenticating agent (2025 Senior Notes). (incorporated by reference to Exhibit 4.4 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764)).
10.1	Joinder Agreement to the ABL Security Agreement dated as of February 1, 2020, among Martinez Refining Company LLC, Martinez Terminal Company LLC and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764)).
10.2	Joinder Agreement to the Credit Agreement dated as of February 1, 2020, among PBF Holding Company LLC, the Guarantors named on the signature pages thereto including Martinez Refining Company LLC, Martinez Terminal Company LLC and Bank of America, N.A., as Administrative Agent to Senior Secured Credit Agreement dated as of May 2, 2018 (incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764)).
10.3	Amendment dated as of February 18, 2020 to Senior Secured Revolving Credit Agreement dated as of May 2, 2018 (incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764)).
10.4†	Consent to Temporary Reduction of Biweekly Installments of Base Salary for Thomas Nimbley. (incorporated by reference to Exhibit 10.4 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764)).
10.5†	Consent to Temporary Reduction of Biweekly Installments of Base Salary for Charles Erik Young. (incorporated by reference to Exhibit 10.5 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764)).
10.6†	Consent to Temporary Reduction of Biweekly Installments of Base Salary for Timothy Paul Davis. (incorporated by reference to Exhibit 10.6 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764)).
10.7†	Consent to Temporary Reduction of Biweekly Installments of Base Salary for Thomas O’Connor. (incorporated by reference to Exhibit 10.7 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764)).

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10.8†	Consent to Temporary Reduction of Biweekly Installments of Base Salary for Matthew Lucey. (incorporated by reference to Exhibit 10.8 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 15, 2020 (File No. 001-35764)).
22.1	List of Guarantor Subsidiaries
31.1*	Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Holding Company LLC pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**	Certification of Erik Young, Chief Financial Officer of PBF Holding Company LLC pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** (1)	Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Holding Company LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* (1)	Certification of Erik Young, Chief Financial Officer of PBF Holding Company LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

 ——————————

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

70

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		PBF Holding Company LLC
Date:	May 15, 2020		By:	/s/ Erik Young
				Erik Young Senior Vice President, Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)
		PBF Finance Corporation
Date:	May 15, 2020		By:	/s/ Erik Young
				Erik Young Senior Vice President, Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

71

EX-22.1

PBF Holding Company LLC
List of Guarantor Subsidiaries
The following subsidiaries of PBF Holding Company (the "Company") were, as of March 31, 2020, guarantors of the Company’s 6.000% Senior Notes due 2028 and 7.25% Senior Notes due 2025:
Name:	Jurisdiction of Incorporation or Organization:
PBF Services Company LLC	Delaware
PBF Investments LLC	Delaware
Delaware City Refining Company LLC	Delaware
PBF Power Marketing LLC	Delaware
Paulsboro Refining Company LLC	Delaware
Toledo Refining Company LLC	Delaware
PBF Finance Corporation	Delaware
PBF International Inc.	Delaware
Chalmette Refining, L.L.C.	Delaware
PBF Energy Western Region LLC	Delaware
Torrance Refining Company LLC	Delaware
Torrance Logistics Company LLC	Delaware
Martinez Refining Company LLC	Delaware
Martinez Terminal Company LLC	Delaware

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas J. Nimbley, certify that:

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

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

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

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

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

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

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

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

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

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

Date: May 15, 2020

/s/ Thomas J. Nimbley

Thomas J. Nimbley

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Erik Young, certify that:

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

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

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

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

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

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

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

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

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

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

Date: May 15, 2020

/s/ Erik Young

Erik Young

Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of PBF Holding Company LLC (PBF Holding) on Form 10-Q for the quarter ended March 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Thomas J. Nimbley, Chief Executive Officer of PBF Holding, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/ Thomas J. Nimbley

Thomas J. Nimbley

Chief Executive Officer

May 15, 2020

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

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of PBF Holding Company LLC (PBF Holding) on Form 10-Q for the quarter ended March 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Erik Young, Senior Vice President and Chief Financial Officer of PBF Holding, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/ Erik Young

Erik Young

Senior Vice President and Chief Financial Officer

May 15, 2020

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

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ACQUISITIONS (Additional Information) (Details) - USD ($) $ in Millions			3 Months Ended
		Feb. 01, 2020	Mar. 31, 2020	Mar. 31, 2019
Business Acquisition [Line Items]
Business Combination, Acquisition Related Costs			$ 11.5	$ 0.0
Martinez Acquisition [Member]
Business Acquisition [Line Items]
Business Combination, Consideration Transferred		$ 1,253.4
Working capital, including post close adjustments		216.1
Term of Agreement			4 years
Contingent consideration	[1]	$ 77.3

[1] The Martinez Acquisition includes an obligation for the Company to make post-closing earn-out payments to the Seller based on certain earnings thresholds of the Martinez refinery (as set forth in the Sale and Purchase Agreement), for a period of up to four years following the acquisition closing date (the “Martinez Contingent Consideration”). The Company recorded the Martinez Contingent Consideration based on its estimated fair value of $77.3 million at the acquisition date, which was recorded within “Other long-term liabilities” within the Condensed Consolidated Balance Sheets.

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INCOME TAXES INCOME TAX EXPENSE (Tables)

3 Months Ended

Mar. 31, 2020

INCOME TAX EXPENSE [Abstract]

Schedule of components of income tax provision (benefit)

The reported income tax provision in the PBF Holding Condensed Consolidated Financial Statements of Operations consists of the following: 

	Three Months Ended March 31,
(in millions)	2020		2019
Current income tax expense	$	—	$	—
Deferred income tax expense (benefit)	14.2		(7.2)
Total income tax expense (benefit)	$	14.2	$	(7.2)

XML

Credit Losses (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Credit Loss [Abstract]
Accounts Receivable, Allowance for Credit Loss	$ 0.0	$ 0.0

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2020

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

Transactions and Agreements with PBFX

The Company entered into agreements with PBFX that establish fees for certain general and administrative services, and operational and maintenance services provided by the Company to PBFX. In addition, the Company executed terminal, pipeline and storage services agreements with PBFX under which PBFX provides commercial transportation, terminaling, storage and pipeline services to the Company. These agreements with PBFX include:

Contribution Agreements

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

Refer to the Company’s 2019 Annual Report on Form 10-K (“Note 9 - Related Party Transactions” of the Notes to Consolidated Financial Statements) for a more complete description of the Contribution Agreements with PBFX that were entered into prior to 2020.

Commercial Agreements

The Company has entered into long-term, fee-based commercial agreements with PBFX relating to assets associated with the Contribution Agreements, the majority of which include a minimum volume commitment (“MVC”) and are supported by contractual fee escalations for inflation adjustments and certain increases in operating costs. Under these agreements, PBFX provides various pipeline, rail and truck terminaling and storage services to the Company and the Company has committed to provide PBFX with minimum fees based on minimum monthly throughput volumes. The Company believes the terms and conditions under these agreements, as well as the Omnibus Agreement and the Services Agreement (each as defined below) with PBFX, are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services.

Refer to the Company’s 2019 Annual Report on Form 10-K (“Note 9 - Related Party Transactions” of the Notes to Consolidated Financial Statements) for a more complete description of the Company’s commercial agreements with PBFX, including those identified as leases, that were entered into prior to 2020. No new agreements, or amendments, were entered into during the three months ended March 31, 2020.

Other Agreements

In addition to the commercial agreements described above, the Company has entered into an omnibus agreement with PBFX, PBF GP and PBF LLC, which has been amended and restated in connection with certain Contribution Agreements (as amended, the “Omnibus Agreement”). The Omnibus Agreement addresses the payment of an annual fee for the provision of various general and administrative services and reimbursement of salary and benefit costs for certain PBF Energy employees. The annual fee was increased to $8.3 million effective as of January 1, 2020.

Additionally, the Company and certain of its subsidiaries have entered into an operation and management services and secondment agreement with PBFX (as amended, the “Services Agreement”), pursuant to which the Company and its subsidiaries provide PBFX with the personnel necessary for PBFX to perform its obligations under its commercial agreements. PBFX reimburses the Company for the use of such employees and the provision of certain infrastructure-related services to the extent applicable to its operations, including storm water discharge and waste water treatment, steam, potable water, access to certain roads and grounds, sanitary sewer access, electrical power, emergency response, filter press, fuel gas, API solids treatment, fire water and compressed air. The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that PBFX may terminate any service upon 30-days’ notice.

Refer to the Company’s 2019 Annual Report on Form 10-K (“Note 9 - Related Party Transactions” of the Notes to Consolidated Financial Statements) for a more complete description of the Omnibus Agreement and the Services Agreement.

Summary of Transactions with PBFX

A summary of the Company’s affiliate transactions with PBFX is as follows:

	Three Months Ended March 31,
(in millions)	2020		2019
Reimbursements under affiliate agreements:
Services Agreement	$	2.2	$	2.1
Omnibus Agreement	2.0		1.8
Total expenses under affiliate agreements	75.5		71.3

Total reimbursements under the Omnibus Agreement are included in General and administrative expenses and reimbursements under the Services Agreement and expenses under affiliate agreements are included in Cost of products and other in the Company’s Condensed Consolidated Statements of Operations.

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REVENUES REVENUES

3 Months Ended

Mar. 31, 2020

Revenues [Abstract]

REVENUES

REVENUES

Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

The following table provides information relating to the Company’s revenues from external customers for each product or group of similar products for the periods presented:

	Three Months Ended March 31,
(in millions)	2020		2019
Gasoline and distillates	$	4,570.4	$	4,433.0
Feedstocks and other	311.3		200.7
Asphalt and blackoils	207.0		353.0
Chemicals	112.8		151.7
Lubricants	58.5		70.3
Total Revenues	$	5,260.0	$	5,208.7

The Company’s revenues are generated from the sale of refined petroleum products. These revenues are largely based on the current spot market prices of the products sold, which represent consideration specifically allocable to the products being sold on a given day, and the Company recognizes those revenues upon delivery and transfer of title to the products to our customers. The time at which delivery and transfer of title occurs is the point when the Company’s control of the products is transferred to the Company’s customers and when its performance obligation to its customers is fulfilled. Delivery and transfer of title are specifically agreed to between the Company and customers within the contracts. The Company also has contracts which contain fixed pricing, tiered pricing, minimum volume features with makeup periods, or other factors that have not materially been affected by ASC 606, Revenues from Contracts with Customers.

Deferred Revenues

The Company records deferred revenues when cash payments are received or are due in advance of performance, including amounts which are refundable. Deferred revenue was $33.9 million and $17.0 million as of March 31, 2020 and December 31, 2019, respectively. Fluctuations in the deferred revenue balance are primarily driven by the timing and extent of cash payments received or due in advance of satisfying the Company’s performance obligations.

The Company’s payment terms vary by type and location of customers and the products offered. The period between invoicing and when payment is due is not significant (i.e. generally within two months). For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer.

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Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (1,474.6)	$ 312.1
Other comprehensive income:
Unrealized gain on available for sale securities	0.6	0.0
Net gain on pension and other post-retirement benefits	0.2	0.2
Total other comprehensive income	0.8	0.2
Comprehensive income (loss)	(1,473.8)	312.3
Less: comprehensive income attributable to noncontrolling interests	0.0	0.0
Comprehensive income (loss) attributable to PBF Holding Company LLC	$ (1,473.8)	$ 312.3

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INCOME TAXES Income Taxes (Details) $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($) subsidiary	Mar. 31, 2019 USD ($)
Income Taxes [Line Items]
Number Of Subsidiaries Acquired | subsidiary	2
Current income tax expense	$ 0.0	$ 0.0
Deferred income tax expense (benefit)	14.2	(7.2)
Total income tax expense (benefit)	$ 14.2	$ (7.2)

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ACQUISITIONS

3 Months Ended

Mar. 31, 2020

Business Combinations [Abstract]

ACQUISITIONS

ACQUISITIONS

Martinez Acquisition

On February 1, 2020, the Company acquired from Equilon Enterprises LLC d/b/a Shell Oil Products US (the "Seller"), the Martinez refinery and related logistics assets (collectively, the "Martinez Acquisition"), pursuant to a sale and purchase agreement dated June 11, 2019 (the “Sale and Purchase Agreement”). The Martinez refinery, located in Martinez, California, is a high-conversion, dual-coking facility that is strategically positioned in Northern California and provides for operating and commercial synergies with the Torrance refinery located in Southern California.

In addition to refining assets, the Martinez Acquisition includes a number of onsite logistics assets, including a deep-water marine facility, product distribution terminals and refinery crude and product storage facilities.

The aggregate purchase price for the Martinez Acquisition was $1,253.4 million, including final working capital of $216.1 million and the Martinez Contingent Consideration, as defined below. The transaction was financed through a combination of cash on hand, including proceeds from the 2028 Senior Notes (as defined in “Note 6 - Debt”) and borrowings under PBF Holding’s asset-based revolving credit agreement (the “Revolving Credit Facility”).

The Company accounted for the Martinez Acquisition as a business combination under GAAP whereby it recognizes assets acquired and liabilities assumed in an acquisition at their estimated fair values as of the date of acquisition. The purchase price and fair value allocation may be subject to adjustment pending completion of the final purchase valuation, which was in process as of March 31, 2020.

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

(in millions)	Purchase Price
Gross purchase price	$	960.0
Working capital, including post close adjustments	216.1
Contingent consideration (a)	77.3
Total consideration	$	1,253.4

(a) The Martinez Acquisition includes an obligation for the Company to make post-closing earn-out payments to the Seller based on certain earnings thresholds of the Martinez refinery (as set forth in the Sale and Purchase Agreement), for a period of up to four years following the acquisition closing date (the “Martinez Contingent Consideration”). The Company recorded the Martinez Contingent Consideration based on its estimated fair value of $77.3 million at the acquisition date, which was recorded within “Other long-term liabilities” within the Condensed Consolidated Balance Sheets.

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

(in millions)	Fair Value Allocation
Inventories	$	224.1
Prepaid and other current assets	5.4
Property, plant and equipment	987.9
Operating lease right of use assets	7.8
Financing lease right of use assets	63.5
Deferred charges and other assets, net	63.7
Accrued expenses	(1.4)
Current operating lease liabilities	(1.9)
Current financing lease liabilities (a)	(6.0)
Long-term operating lease liabilities	(5.9)
Long-term financing lease liabilities	(57.5)
Other long-term liabilities - Environmental obligation	(26.3)
Fair value of net assets acquired	$	1,253.4

(a) Current financing lease liabilities are recorded in Accrued expenses within the Condensed Consolidated Balance Sheet.

The Company’s Condensed Consolidated Financial Statements for the three months ended March 31, 2020 include the results of operations of the Martinez refinery and related logistics assets subsequent to the Martinez Acquisition. The same period in 2019 does not include the results of operations of such assets. On an unaudited pro-forma basis, the revenues and net income (loss) of the Company, assuming the acquisition had occurred on January 1, 2019, are shown below. The unaudited pro-forma information does not purport to present what the Company’s actual results would have been had the Martinez Acquisition occurred on January 1, 2019, nor is the financial information indicative of the results of future operations. The unaudited pro-forma financial information includes the depreciation and amortization expense related to the Martinez Acquisition and interest expense associated with the related financing.

	Three Months Ended March 31, 2020		Three Months Ended March 31, 2019
(Unaudited, in millions)
Pro-forma revenues	$	5,623.8	$	6,251.3
Pro-forma net income (loss) attributable to PBF Holding	$	(1,505.9)	$	293.6

Acquisition Expenses

The Company incurred acquisition-related costs of $11.5 million for the three months ended March 31, 2020, consisting primarily of consulting and legal expenses related to the Martinez Acquisition. There were no acquisition costs during the three months ended March 31, 2019. These costs are included in General and administrative expenses within the Condensed Consolidated Statements of Operations.

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DERIVATIVES (Narrative) (Details) - bbl	Mar. 31, 2020	Dec. 31, 2019
Crude Oil and Feedstock Inventory [Member] | Fair Value Hedging [Member]
Derivative [Line Items]
Derivative, notional amount, volume	0	27,580
Intermediates and Refined Products Inventory [Member] | Fair Value Hedging [Member]
Derivative [Line Items]
Derivative, notional amount, volume	3,275,153	3,430,635
Crude Oil Commodity Contract [Member] | Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, notional amount, volume	3,500,000	5,511,000
Refined Product Commodity Contract [Member] | Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, notional amount, volume	2,775,000	5,788,000

XML

Leases - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Lessee, Lease, Description [Line Items]
Sale and Leaseback Transaction, Gain (Loss), Net	$ 0.0	$ 0.0
Operating lease cost	60.5	53.3
Operating Lease, Liability, Current	160.0
Operating Lease, Liability, Noncurrent	$ 799.8
Minimum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	1 year
Maximum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	20 years
Hydrogen Supply [Member]
Lessee, Lease, Description [Line Items]
Lessee, Leases Not Yet Commenced, Liability	$ 212.6
Lease with Affiliate [Member]
Lessee, Lease, Description [Line Items]
Operating lease cost	32.3	$ 27.1
Operating Lease, Right-of-Use Asset	631.2		$ 650.3
Operating Lease, Liability, Current	80.6		79.2
Operating Lease, Liability, Noncurrent	$ 550.5		$ 571.1
Lease with Affiliate [Member] | Minimum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	7 years
Lease with Affiliate [Member] | Maximum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	15 years
Hydrogen Supply - Second Quarter 2020 [Member]
Lessee, Lease, Description [Line Items]
Lessee, Lease Not Yet Commenced, Term Of Contract	15 years

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ACCRUED EXPENSES (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Accrued Expenses:
Inventory-related accruals	$ 606.8	$ 1,103.2
Inventory intermediation agreements	209.5	278.1
Excise and sales tax payable	141.9	98.4
Renewable energy credit and emissions obligations	118.4	17.7
Accrued transportation costs	88.5	88.7
Accrued capital expenditures	84.6	31.0
Customer deposits	36.4	1.8
Accrued utilities	28.2	40.1
Accrued interest	26.9	6.8
Accrued salaries and benefits	18.5	77.4
Accrued refinery maintenance and support costs	13.5	16.9
Environmental liabilities	12.6	12.3
Current finance lease liabilities	12.7	6.5
Other	64.6	12.5
Total accrued expenses	$ 1,463.1	$ 1,791.4

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Leases - Maturity of Lease Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Finance Lease, Liability, Payment, Due [Abstract]
2020	$ 16.8
2021	15.4
2022	11.0
2023	11.0
2024	11.0
Thereafter	40.0
Total minimum lease payments	105.2
Less: effect of discounting	19.3
Finance Lease, Liability, Total	85.9
Finance Lease, Liability, Current	(12.7)	$ (6.5)
Long-term lease obligations	73.2	$ 18.4
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2020	229.2
2021	194.0
2022	178.3
2023	159.2
2024	152.3
Thereafter	427.2
Total minimum lease payments	1,340.2
Less: effect of discounting	380.4
Operating Lease, Liability, Total	959.8
Operating Lease, Liability, Current	(160.0)
Long-term lease obligations	$ 799.8

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REVENUES (Tables)

3 Months Ended

Mar. 31, 2020

Revenues [Abstract]

Revenue from External Customers by Products and Services [Table Text Block]

The following table provides information relating to the Company’s revenues from external customers for each product or group of similar products for the periods presented:

	Three Months Ended March 31,
(in millions)	2020		2019
Gasoline and distillates	$	4,570.4	$	4,433.0
Feedstocks and other	311.3		200.7
Asphalt and blackoils	207.0		353.0
Chemicals	112.8		151.7
Lubricants	58.5		70.3
Total Revenues	$	5,260.0	$	5,208.7

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2020

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

Sale of Hydrogen Plants

On April 17, 2020, the Company closed on the sale of 5 hydrogen plants to Air Products and Chemicals, Inc. for gross cash proceeds of $530.0 million. In connection with the sale, the Company has agreed to enter into long term off-take arrangements covering hydrogen produced at each of the five plants on terms in line with similar arrangements in place elsewhere in its refining system.

Revolver Credit Facility Amendment

On May 7, 2020, the Company amended its Revolving Credit Facility to increase its ability to incur certain secured debt from an amount equal to 10% of its total assets to 20% of its total assets.

2025 Senior Secured Notes Offering

On May 13, 2020, PBF Holding issued $1.0 billion in aggregate principal amount of 9.25% senior secured notes

due 2025 for net proceeds of $987.5 million after deducting the initial purchasers’ discount and estimated offering expenses. The proceeds from this notes issuance will be used for general corporate purposes.

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ACCRUED EXPENSES (Tables)

3 Months Ended

Mar. 31, 2020

Payables and Accruals [Abstract]

Schedule of accrued expenses

Accrued expenses consisted of the following:

(in millions)	March 31, 2020		December 31, 2019
Inventory-related accruals	$	606.8	$	1,103.2
Inventory intermediation agreements	209.5		278.1
Excise and sales tax payable	141.9		98.4
Renewable energy credit and emissions obligations	118.4		17.7
Accrued transportation costs	88.5		88.7
Accrued capital expenditures	84.6		31.0
Customer deposits	36.4		1.8
Accrued utilities	28.2		40.1
Accrued interest	26.9		6.8
Accrued salaries and benefits	18.5		77.4
Accrued refinery maintenance and support costs	13.5		16.9
Environmental liabilities	12.6		12.3
Current finance lease liabilities	12.7		6.5
Other	64.6		12.5
Total accrued expenses	$	1,463.1	$	1,791.4

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EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Pension Plan, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Service Cost	$ 13.8	$ 10.9
Defined Benefit Plan, Interest Cost	1.8	2.1
Defined Benefit Plan, Expected Return (Loss) on Plan Assets	(3.1)	(2.4)
Defined Benefit Plan, Amortization of Prior Service Cost (Credit)	0.1	0.1
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Total	12.6	10.7
Post Retirement Medical Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Service Cost	0.3	0.2
Defined Benefit Plan, Interest Cost	0.1	0.2
Defined Benefit Plan, Amortization of Prior Service Cost (Credit)	0.1	0.1
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Total	$ 0.5	$ 0.5

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Leases - Lease Assets and Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Lease Assets and Liabilities [Line Items]
Financing lease right of use assets - third party	$ 84.9	$ 24.2
Lease, Right-of-Use Asset	1,046.3	980.6
Operating Lease, Liability, Current	160.0
Current finance lease liabilities	12.7	6.5
Operating Lease, Liability, Noncurrent	799.8
Long-term financing lease liabilities - third party	73.2	18.4
Lease Liability	1,045.7	980.1
Third Party Lease [Member]
Lease Assets and Liabilities [Line Items]
Operating Lease, Right-of-Use Asset	330.2	306.1
Operating Lease, Liability, Current	79.4	72.0
Operating Lease, Liability, Noncurrent	249.3	232.9
Lease with Affiliate [Member]
Lease Assets and Liabilities [Line Items]
Operating Lease, Right-of-Use Asset	631.2	650.3
Operating Lease, Liability, Current	80.6	79.2
Operating Lease, Liability, Noncurrent	$ 550.5	$ 571.1

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DEBT (Details) - USD ($) $ in Thousands	May 13, 2020	Jan. 24, 2020	May 07, 2020	May 06, 2020	Mar. 31, 2020	Feb. 18, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Uncommitted Receivables Purchase Facility, Maximum Borrowing						$ 300,000
2028 Senior Notes [Member]
Debt Instrument [Line Items]
Long-term Debt		$ 1,000,000
Interest rate		6.00%
Proceeds from Debt, Net of Issuance Costs		$ 987,000
2023 Senior Notes [Member]
Debt Instrument [Line Items]
Interest rate		7.00%
2025 Senior Notes [Member]
Debt Instrument [Line Items]
Interest rate		7.25%
2025 Senior Secured Notes [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Long-term Debt	$ 1,000,000
Interest rate	9.25%
Proceeds from Debt, Net of Issuance Costs	$ 987,500
2028 Senior Notes [Member]
Debt Instrument [Line Items]
Long-term Debt					$ 1,000,000		$ 0
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed		35.00%
Debt Instrument, Redemption Price, Percentage		106.00%
Revolving Credit Facility [Member] | Line of Credit [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity					3,400,000
Line of Credit Facility, Accordion Feature, Increase Limit					3,500,000
Long-term Line of Credit					$ 900,000		$ 0
Revolving Credit Facility [Member] | Line of Credit [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Ability to incur certain secured debt, percentage of total assets			20.00%	10.00%

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DERIVATIVES

3 Months Ended

Mar. 31, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVES

DERIVATIVES

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

As of March 31, 2020, there were no barrels of crude oil and feedstocks (27,580 barrels at December 31, 2019) outstanding under these derivative instruments designated as fair value hedges. As of March 31, 2020, there were 3,275,153 barrels of intermediates and refined products (3,430,635 barrels at December 31, 2019) outstanding under these derivative instruments designated as fair value hedges. These volumes represent the notional value of the contract.

The Company also enters into economic hedges primarily consisting of commodity derivative contracts that are not designated as hedges and are used to manage price volatility in certain crude oil and feedstock inventories as well as crude oil, feedstock, and refined product sales or purchases. The objective in entering into economic hedges is consistent with the objectives discussed above for fair value hedges. As of March 31, 2020, there were 3,500,000 barrels of crude oil and 2,775,000 barrels of refined products (5,511,000 and 5,788,000, respectively, as of December 31, 2019), outstanding under short and long term commodity derivative contracts not designated as hedges representing the notional value of the contracts.

The Company also uses derivative instruments to mitigate the risk associated with the price of credits needed to comply with various governmental and regulatory environmental compliance programs. For such contracts that represent derivatives, the Company elects the normal purchase normal sale exception under ASC 815, Derivatives and Hedging, and therefore does not record them at fair value.

The following tables provide information about the fair values of these derivative instruments as of March 31, 2020 and December 31, 2019 and the line items in the Condensed Consolidated Balance Sheets in which the fair values are reflected.

Description	Balance Sheet Location	Fair Value Asset/(Liability)
		(in millions)
Derivatives designated as hedging instruments:
March 31, 2020:
Derivatives included with the inventory intermediation agreement obligations	Accrued expenses	$	66.6
December 31, 2019:
Derivatives included with the inventory intermediation agreement obligations	Accrued expenses	$	(1.3)
Derivatives not designated as hedging instruments:
March 31, 2020:
Commodity contracts	Accounts receivable	$	2.4
December 31, 2019:
Commodity contracts	Accounts receivable	$	0.2

The following table provides information about the gains or losses recognized in income on these derivative instruments and the line items in the Condensed Consolidated Statements of Operations in which such gains and losses are reflected.

Description	Location of Gain or (Loss) Recognized in  Income on Derivatives	Gain or (Loss) Recognized in Income on Derivatives
		(in millions)
Derivatives designated as hedging instruments:
For the three months ended March 31, 2020:
Derivatives included with the inventory intermediation agreement obligations	Cost of products and other	$	67.9
For the three months ended March 31, 2019:
Derivatives included with the inventory intermediation agreement obligations	Cost of products and other	$	(14.2)
Derivatives not designated as hedging instruments:
For the three months ended March 31, 2020:
Commodity contracts	Cost of products and other	$	78.2
For the three months ended March 31, 2019:
Commodity contracts	Cost of products and other	$	31.7
Hedged items designated in fair value hedges:
For the three months ended March 31, 2020:
Crude oil, intermediate and refined product inventory	Cost of products and other	$	(67.9)
For the three months ended March 31, 2019:
Crude oil, intermediate and refined product inventory	Cost of products and other	$	14.2

The Company had no ineffectiveness related to the fair value hedges for the three months ended March 31, 2020 or 2019, respectively.

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INVENTORIES (Tables)

3 Months Ended

Mar. 31, 2020

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventories consisted of the following:

March 31, 2020
(in millions)	Titled Inventory		Inventory Intermediation Agreements		Total
Crude oil and feedstocks	$	1,158.7	$	—	$	1,158.7
Refined products and blendstocks	1,109.6		270.8		1,380.4
Warehouse stock and other	134.6		—		134.6
	$	2,402.9	$	270.8	$	2,673.7
Lower of cost or market adjustment	(1,521.5)		(165.7)		(1,687.2)
Total inventories	$	881.4	$	105.1	$	986.5

December 31, 2019
(in millions)	Titled Inventory		Inventory Intermediation Agreements		Total
Crude oil and feedstocks	$	1,071.4	$	2.7	$	1,074.1
Refined products and blendstocks	976.0		352.9		1,328.9
Warehouse stock and other	120.8		—		120.8
	$	2,168.2	$	355.6	$	2,523.8
Lower of cost or market adjustment	(324.8)		(76.8)		(401.6)
Total inventories	$	1,843.4	$	278.8	$	2,122.2

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EMPLOYEE BENEFIT PLANS (Tables)

3 Months Ended

Mar. 31, 2020

Defined Benefit Plan [Abstract]

Schedule of net periodic benefit cost

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

(in millions)	Three Months Ended March 31,
Pension Benefits	2020		2019
Components of net periodic benefit cost:
Service cost	$	13.8	$	10.9
Interest cost	1.8		2.1
Expected return on plan assets	(3.1)		(2.4)
Amortization of prior service cost and actuarial loss	0.1		0.1
Net periodic benefit cost	$	12.6	$	10.7

(in millions)	Three Months Ended March 31,
Post-Retirement Medical Plan	2020		2019
Components of net periodic benefit cost:
Service cost	$	0.3	$	0.2
Interest cost	0.1		0.2
Amortization of prior service cost and actuarial loss	0.1		0.1
Net periodic benefit cost	$	0.5	$	0.5

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INVENTORIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Dec. 31, 2018
Inventory [Line Items]
Crude oil and feedstocks	$ 1,158,700		$ 1,074,100
Refined products and blendstocks	1,380,400		1,328,900
Warehouse stock and other	134,600		120,800
Inventory, Gross	2,673,700		2,523,800
Lower of cost or market adjustment	(1,687,200)		(401,600)
Total inventories	986,500		2,122,200
Income (Loss) from Operations	(1,414,400)	$ 335,500
Scenario, Adjustment [Member]
Inventory [Line Items]
Lower of cost or market adjustment	(1,687,200)	(145,800)	(401,600)	$ (651,800)
Income (Loss) from Operations	(1,285,600)	$ 506,000
Titled Inventory [Member]
Inventory [Line Items]
Crude oil and feedstocks	1,158,700		1,071,400
Refined products and blendstocks	1,109,600		976,000
Warehouse stock and other	134,600		120,800
Inventory, Gross	2,402,900		2,168,200
Lower of cost or market adjustment	(1,521,500)		(324,800)
Total inventories	881,400		1,843,400
Inventory Supply and Offtake Arrangements [Member]
Inventory [Line Items]
Crude oil and feedstocks	0		2,700
Refined products and blendstocks	270,800		352,900
Warehouse stock and other	0		0
Inventory, Gross	270,800		355,600
Lower of cost or market adjustment	(165,700)		(76,800)
Total inventories	$ 105,100		$ 278,800

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ACQUISITIONS (Purchase Price) (Details) - USD ($) $ in Millions			3 Months Ended
		Feb. 01, 2020	Mar. 31, 2020	Mar. 31, 2019
Business Acquisition [Line Items]
Gross purchase price			$ 1,176.2	$ 0.0
Martinez Acquisition [Member]
Business Acquisition [Line Items]
Gross purchase price		$ 960.0
Working capital, including post close adjustments		216.1
Contingent consideration	[1]	77.3
Total consideration		$ 1,253.4

[1] The Martinez Acquisition includes an obligation for the Company to make post-closing earn-out payments to the Seller based on certain earnings thresholds of the Martinez refinery (as set forth in the Sale and Purchase Agreement), for a period of up to four years following the acquisition closing date (the “Martinez Contingent Consideration”). The Company recorded the Martinez Contingent Consideration based on its estimated fair value of $77.3 million at the acquisition date, which was recorded within “Other long-term liabilities” within the Condensed Consolidated Balance Sheets.

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FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

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

The tables below present information about the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis and indicate the fair value hierarchy of the inputs utilized to determine the fair values as of March 31, 2020 and December 31, 2019.

The Company has elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty; however, fair value amounts by hierarchy level are presented on a gross basis in the tables below. The Company has posted cash margin with various counterparties to support hedging and trading activities. The cash margin posted is required by counterparties as collateral deposits and cannot be offset against the fair value of open contracts except in the event of default. The Company has no derivative contracts that are subject to master netting arrangements that are reflected gross on the Condensed Consolidated Balance Sheets.

	As of March 31, 2020
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting	Net Carrying Value on Balance Sheet
(in millions)	Level 1		Level 2		Level 3
Assets:
Money market funds	$	1.1	$	—	$	—	$	1.1	N/A	$	1.1
Commodity contracts	—		9.9		—		9.9		(7.5)	2.4
Derivatives included with inventory intermediation agreement obligations	—		66.6		—		66.6		—	66.6
Liabilities:
Commodity contracts	1.1		6.4		—		7.5		(7.5)	—
Catalyst obligations	—		35.9		—		35.9		—	35.9
Contingent consideration obligation	—		—		24.3		24.3		—	24.3

	As of December 31, 2019
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting	Net Carrying Value on Balance Sheet
(in millions)	Level 1		Level 2		Level 3
Assets:
Money market funds	$	97.9	$	—	$	—	$	97.9	N/A	$	97.9
Commodity contracts	32.5		1.5		—		34.0		(33.8)	0.2
Liabilities:
Commodity contracts	32.8		1.0		—		33.8		(33.8)	—
Catalyst obligations	—		47.6		—		47.6		—	47.6
Derivatives included with inventory intermediation agreement obligations	—		1.3		—		1.3		—	1.3

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

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

(in millions)	Three Months Ended March 31, 2020
Balance at beginning of period	$	—
Additions	77.3
Unrealized gain included in earnings	(53.0)
Balance at end of period	$	24.3

Schedule of Fair value of Debt

The table below summarizes the carrying value and fair value of debt as of March 31, 2020 and December 31, 2019.

	March 31, 2020				December 31, 2019
(in millions)	Carrying value		Fair  value		Carrying  value		Fair value
2028 Senior Notes (a)	$	1,000.0	$	670.9	$	—	$	—
2025 Senior Notes (a)	725.0		480.6		725.0		776.5
2023 Senior Notes (b)	—		—		500.0		519.7
Revolving Credit Facility (c)	900.0		900.0		—		—
PBF Rail Term Loan (c)	12.8		12.8		14.5		14.5
Catalyst financing arrangements (d)	35.9		35.9		47.6		47.6
	2,673.7		2,100.2		1,287.1		1,358.3
Less - Unamortized deferred financing costs	(30.2)		n/a		(24.3)		n/a
Long-term debt	$	2,643.5	$	2,100.2	$	1,262.8	$	1,358.3

____________________________

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

(b)As discussed in “Note 6 - Debt”, the 2023 Senior Notes were redeemed in full on February 14, 2020.

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

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

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DEBT (Notes)

3 Months Ended

Mar. 31, 2020

Long-term Debt, Unclassified [Abstract]

Debt Disclosure [Text Block]

DEBT

Senior Notes

On January 24, 2020, PBF Holding entered into an indenture (the “Indenture”) among PBF Holding and PBF Holding’s wholly-owned subsidiary, PBF Finance (together with PBF Holding, the “Issuers”), the guarantors named therein (collectively the “Guarantors”), Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, under which the Issuers issued $1.0 billion in aggregate principal amount of 6.00% senior unsecured notes due 2028 (the “2028 Senior Notes”). The Issuers received net proceeds of approximately $987.0 million from the offering after deducting the initial purchasers’ discount and estimated offering expenses. The Company primarily used the net proceeds to fully redeem the 7.00% senior notes due 2023 (the “2023 Senior Notes”), including accrued and unpaid interest, on February 14, 2020, and to fund a portion of the cash consideration for the Martinez Acquisition. The difference between the carrying value of the 2023 Senior Notes on the date they were reacquired and the amount for which they were reacquired has been classified as Debt extinguishment costs in the Condensed Consolidated Statement of Operations.

In connection with the issuance of the 2028 Senior Notes, the Issuers and the Guarantors entered into a registration rights agreement whereby the Company has agreed to file with the SEC and use reasonable efforts to cause to become effective within 365 days of the closing date, a registration statement relating to an offer to exchange the 2028 Senior Notes for an issue of registered notes with terms substantially identical to the 2028 Senior Notes. The Issuers will be obligated to pay additional interest if they fail to comply with their obligations to register the 2028 Senior Notes within the specified time period. The Company fully intends to file a registration statement for the exchange of the 2028 Senior Notes within the 365 day period following the closing of the 2028 Senior Notes. In addition, there are no restrictions or hindrances that the Company is aware of that would prohibit the Issuers from filing such registration statement and maintaining its effectiveness as stipulated in the registration rights agreement. As such, the Company asserts that it is not probable that it will have to transfer any consideration as a result of the registration rights agreement and thus no loss contingency was recorded.

The 2028 Senior Notes are guaranteed on a senior unsecured basis by substantially all of PBF Holding’s subsidiaries. The 2028 Senior Notes and guarantees are senior unsecured obligations and rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future indebtedness, including PBF Holding’s Revolving Credit Facility and the Issuers’ 7.25% senior notes due 2025 (the “2025 Senior Notes”). The 2028 Senior Notes and the guarantees rank senior in right of payment to the Issuers’ and the Guarantors’ existing and future indebtedness that is expressly subordinated in right of payment thereto. The 2028 Senior Notes and the guarantees are effectively subordinated to any of the Issuers’ and the Guarantors’ existing or future secured indebtedness (including the Revolving Credit Facility) to the extent of the value of the collateral securing such indebtedness. The 2028 Senior Notes and the guarantees are structurally subordinated to any existing or future indebtedness and other obligations of the Issuers’ non-guarantor subsidiaries.

At any time prior to February 15, 2023, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2028 Senior Notes in an amount not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 106.000% of the principal amount of the 2028 Senior Notes, plus any accrued and unpaid interest through the date of redemption. On or after February 15, 2023, the Issuers may redeem all or part of the 2028 Senior Notes, in each case at the redemption prices described in the Indenture, together with any accrued and unpaid interest through the date of redemption. In addition, prior to February 15, 2023, the Issuers may redeem all or part of the 2028 Senior Notes at a “make-whole” redemption price described in the Indenture, together with any accrued and unpaid interest through the date of redemption.

As disclosed in “Note 15 - Subsequent Events”, on May 13, 2020, PBF Holding issued $1.0 billion in aggregate principal amount of 9.25% senior secured notes due 2025 (the “2025 Senior Secured Notes”). The Company intends to use the net proceeds for general corporate purposes.

PBF Holding Revolving Credit Facility

The Revolving Credit Facility has a maximum commitment of $3.4 billion, a maturity date of May 2023, and a Borrowing Base, as defined in the agreement governing the Revolving Credit Facility (the “Revolving Credit Agreement”) to make funds available for working capital and other general corporate purposes. Borrowings under the Revolving Credit Facility bear interest at the Alternative Base Rate plus the Applicable Margin or at the Adjusted LIBOR plus the Applicable Margin, all as defined in the Revolving Credit Agreement. In addition, an accordion feature allows for commitments of up to $3.5 billion.

During the three months ended March 31, 2020, the Company used advances under the Revolving Credit Facility to fund a portion of the Martinez Acquisition and other general corporate purposes. The outstanding borrowings under the Revolving Credit Facility as of March 31, 2020 were $900.0 million. There were no outstanding borrowings under the Revolving Credit Facility as of December 31, 2019.

On February 18, 2020, in connection with its entry into a $300.0 million uncommitted receivables purchase facility (the “Receivables Facility”), the Company amended the Revolving Credit Facility and entered into a related intercreditor agreement to allow it to sell certain Eligible Receivables (as defined in the Revolving Credit Agreement) derived from the sale of refined product over truck racks. Under the Receivables Facility, the Company sells such receivables to a bank subject to bank approval and certain conditions. The sales of receivables under the Receivables Facility are absolute and irrevocable but subject to certain repurchase obligations under certain circumstances.

As disclosed in “Note 15 - Subsequent Events”, on May 7, 2020, the Company further amended the Revolving Credit Facility, to increase its ability to incur certain secured debt from an amount equal to 10% of its total assets to 20% of its total assets.

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EMPLOYEE BENEFIT PLANS

3 Months Ended

Mar. 31, 2020

Defined Benefit Plan [Abstract]

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS

The Company amended the PBF Energy Pension Plan to, among other things, incorporate into the plan all employees who became employed at the Company’s Martinez, California location on February 1, 2020, in connection with the Martinez Acquisition. The amendment to the plan was effective as of February 1, 2020. The components of net periodic benefit cost related to the Company’s defined benefit plans consisted of the following:

(in millions)	Three Months Ended March 31,
Pension Benefits	2020		2019
Components of net periodic benefit cost:
Service cost	$	13.8	$	10.9
Interest cost	1.8		2.1
Expected return on plan assets	(3.1)		(2.4)
Amortization of prior service cost and actuarial loss	0.1		0.1
Net periodic benefit cost	$	12.6	$	10.7

(in millions)	Three Months Ended March 31,
Post-Retirement Medical Plan	2020		2019
Components of net periodic benefit cost:
Service cost	$	0.3	$	0.2
Interest cost	0.1		0.2
Amortization of prior service cost and actuarial loss	0.1		0.1
Net periodic benefit cost	$	0.5	$	0.5

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REVENUES (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Revenues	$ 5,260.0	$ 5,208.7
Deferred revenue	33.9		$ 17.0
Gasoline And distillates [Member]
Revenues	4,570.4	4,433.0
Feedstocks and other [Member]
Revenues	311.3	200.7
Asphalt and blackoils [Member]
Revenues	207.0	353.0
Chemicals [Member]
Revenues	112.8	151.7
Lubricants [Member]
Revenues	$ 58.5	$ 70.3

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Credit Losses

3 Months Ended

Mar. 31, 2020

Credit Loss [Abstract]

CURRENT EXPECTED CREDIT LOSSES

CURRENT EXPECTED CREDIT LOSSES

Credit Losses

The Company has exposure to credit losses primarily through its sales of refined products. The Company evaluates creditworthiness on an individual customer basis. The Company utilizes a financial review model for purposes of evaluating creditworthiness which is based on information from financial statements and credit reports. The financial review model enables the Company to assess the customer’s risk profile and determine credit limits on the basis of their financial strength, including but not limited to, their liquidity, leverage, debt serviceability, longevity and how they pay their bills. The Company may require security in the form of letters of credit or cash payments in advance of product delivery for certain customers that are deemed higher risk.

The Company’s payment terms on its trade receivables are relatively short, generally 30 days or less for a substantial majority of its refined products. As a result, the Company’s collection risk is mitigated to a certain extent by the fact that sales are collected in a relatively short period of time, allowing for the ability to reduce exposure on defaults if collection issues are identified. Notwithstanding, the Company reviews each customer’s credit risk profile at least annually or more frequently if warranted. Following the widespread market disruption that has resulted from the COVID-19 pandemic and related governmental responses, the Company has been performing ongoing credit reviews of its customers including monitoring for any negative credit events such as customer bankruptcy or insolvency events. As a result, the Company has adjusted certain payment terms or limited available trade credit for certain customers, as well as for customers within industries that are deemed to be at higher risk.

The Company performs a quarterly allowance for doubtful accounts analysis to assess whether an allowance needs to be recorded for any outstanding trade receivables. In estimating credit losses, management reviews accounts that are past due, have known disputes or have experienced any negative credit events that may result in future collectability issues. There was no allowance for doubtful accounts recorded as of March 31, 2020 and December 31, 2019.

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FAIR VALUE MEASUREMENTS (Fair Value and Carrying Value of Debt) (Details) - USD ($) $ in Millions		Mar. 31, 2020		Dec. 31, 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, Fair value		$ 2,100.2		$ 1,358.3
Long-term Debt, Gross		2,673.7		1,287.1
Unamortized Debt Issuance Expense		(30.2)		(24.3)
Long-term Debt, Excluding Current Maturities		2,643.5		1,262.8
Long-term debt, excluding current maturities, Fair value		2,100.2		1,358.3
2028 Senior Notes [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt		1,000.0		0.0
Long-term debt, Fair value		670.9	[1]	0.0
2025 Senior Notes [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt		725.0		725.0
Long-term debt, Fair value	[1]	480.6		776.5
2023 Senior Notes [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt		0.0	[2]	500.0
Long-term debt, Fair value		0.0		519.7
Line of Credit [Member] | Revolving Credit Facility [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Line of Credit		900.0		0.0
Lines of Credit, Fair Value Disclosure		900.0	[3]	0.0
Catalyst Obligation [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt		35.9		47.6
Long-term debt, Fair value	[4]	35.9		47.6
PBF Rail Logistics Company LLC [Member] | Notes Payable to Banks [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt		12.8		14.5
Long-term debt, Fair value	[3]	$ 12.8		$ 14.5

[1] The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the outstanding senior notes.

[2] As discussed in “Note 6 - Debt”, the 2023 Senior Notes were redeemed in full on February 14, 2020.

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

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

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Document and Entity Information Document - shares	3 Months Ended
	Mar. 31, 2020	May 12, 2020
Entity Information [Line Items]
Entity Registrant Name	PBF HOLDING Co LLC
Entity Central Index Key	0001566011
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2020
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	No
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Interactive Data Current	Yes
Entity Common Stock, Shares Outstanding		0
Document Quarterly Report	true
Document Transition Report	false
PBF Finance Corporation [Member]
Entity Information [Line Items]
Entity Registrant Name	PBF FINANCE CORPORATION
Entity Central Index Key	0001566097
Entity Common Stock, Shares Outstanding		100

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SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] $ in Millions	May 13, 2020 USD ($)	Apr. 17, 2020 USD ($) hydrogenPlants	May 07, 2020	May 06, 2020
Subsequent Event [Line Items]
Number of Hydrogen Plants Sold | hydrogenPlants		5
Proceeds from Sale of Other Assets		$ 530.0
2025 Senior Secured Notes [Member]
Subsequent Event [Line Items]
Long-term Debt	$ 1,000.0
Interest rate	9.25%
Proceeds from Debt, Net of Issuance Costs	$ 987.5
Revolving Credit Facility [Member] | Line of Credit [Member]
Subsequent Event [Line Items]
Ability to incur certain secured debt, percentage of total assets			20.00%	10.00%

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Condensed Consolidated Statements of Changes in Equity Statement - USD ($) $ in Millions	Total	Member's Equity [Member]	Accumulated Other Comprehensive Loss [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]
Beginning balance at Dec. 31, 2018	$ 3,529.8	$ 2,652.5	$ (23.9)	$ 890.3	$ 10.9
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Member distributions	(23.0)	0.0	0.0	(23.0)	0.0
Distribution of assets to PBF LLC	0.3	0.3	0.0	0.0	0.0
Stock-based compensation	6.2	6.2	0.0	0.0	0.0
Net income (loss)	312.1	0.0	0.0	312.1	0.0
Other comprehensive income	0.2	0.0	0.2	0.0	0.0
Ending balance at Mar. 31, 2019	3,825.0	2,658.4	(23.7)	1,179.4	10.9
Beginning balance at Dec. 31, 2019	3,897.2	2,739.1	(9.7)	1,156.9	10.9
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Member distributions	(21.1)	0.0	0.0	(21.1)	0.0
Stock-based compensation	6.8	6.8	0.0	0.0	0.0
Net income (loss)	(1,474.6)	0.0	0.0	(1,474.6)	0.0
Other comprehensive income	0.8	0.0	0.8	0.0	0.0
Ending balance at Mar. 31, 2020	$ 2,409.1	$ 2,745.9	$ (8.9)	$ (338.8)	$ 10.9

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Leases - Supplemental Cash Flow and Other Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Supplemental Cash Flow and Other Information [Line Items]
Operating Lease, Payments	$ 60.8	$ 35.4
Finance Lease, Interest Payment on Liability	0.9	0.0
Payments on financing leases	2.6	0.0
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	$ 47.6	936.6
Operating Lease, Weighted Average Remaining Lease Term	8 years 6 months
Finance Lease, Weighted Average Remaining Lease Term	7 years 9 months 18 days
Operating Lease, Weighted Average Discount Rate, Percent	7.82%
Finance Lease, Weighted Average Discount Rate, Percent	5.26%
Adjustments for New Accounting Pronouncement [Member]
Supplemental Cash Flow and Other Information [Line Items]
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	$ 111.1	$ 82.7

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COMMITMENTS AND CONTINGENCIES (Details) $ in Millions			3 Months Ended
		Feb. 01, 2020 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Loss Contingencies [Line Items]
Environmental liability			$ 162.0	$ 132.2
Martinez Acquisition [Member]
Loss Contingencies [Line Items]
Term of Agreement			4 years
Contingent consideration	[1]	$ 77.3
Business Combination, Contingent Consideration, Liability			$ 24.3
Contingent Consideration, Discount Rate			0.246
Contingent Consideration, Undiscounted Liability			$ 43.5
Environmental Issue [Member] | Torrance Refinery [Member]
Loss Contingencies [Line Items]
Environmental liability			119.8	121.3
Other Noncurrent Liabilities [Member]
Loss Contingencies [Line Items]
Environmental liability			$ 149.4	$ 119.9

[1] The Martinez Acquisition includes an obligation for the Company to make post-closing earn-out payments to the Seller based on certain earnings thresholds of the Martinez refinery (as set forth in the Sale and Purchase Agreement), for a period of up to four years following the acquisition closing date (the “Martinez Contingent Consideration”). The Company recorded the Martinez Contingent Consideration based on its estimated fair value of $77.3 million at the acquisition date, which was recorded within “Other long-term liabilities” within the Condensed Consolidated Balance Sheets.

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DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Policies)

3 Months Ended

Mar. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The unaudited condensed consolidated financial information furnished herein reflects all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, considered necessary for a fair presentation of the financial position and the results of operations and cash flows of the Company for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These interim Condensed Consolidated Financial Statements should be read in conjunction with the PBF Holding and PBF Finance financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2019. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the full year.

Reclassification

ReclassificationAs of March 31, 2020, Financing lease right-of-use assets and liabilities, previously included in Deferred charges and other assets, net and Other long term liabilities, respectively, in the Condensed Consolidated Balance Sheets, are disclosed as separate line items in the Condensed Consolidated Financial Statements. Certain of these amounts previously reported in the Company's Condensed Consolidated Financial Statements and those respective footnotes for prior periods have been reclassified to conform to the 2020 presentation.

Interim Impairment Assessment

Interim Impairment Assessment The global crisis resulting from the spread of the recent novel coronavirus (“COVID-19”) has had a substantial impact on the economy and overall consumer demand for energy and hydrocarbon products. As a result of the significant decrease in PBF Energy’s stock price as of the end of the quarter and noticeable reduction in demand for the Company’s products, the Company determined an impairment triggering event had occurred. As such, the Company performed an interim impairment assessment on certain long-lived assets as of March 31, 2020. As a result of the interim impairment test, the Company concluded that the carrying values of its long-lived assets were not impaired when comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets over their remaining estimated useful life.

New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-13, “Financial Instruments-Credit Losses” (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This guidance amends the guidance on measuring credit losses on financial assets held at amortized cost. ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted this ASU effective January 1, 2020. The adoption of this ASU does not currently impact the Company’s Condensed Consolidated Financial Statements. Refer to “Note 3 - Current Expected Credit Losses” for further disclosure related to our adoption of this pronouncement..

Recently Issued Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the effects of reference rate reform on financial reporting. The amendments in this ASU provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this ASU are elective and apply to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference London Interbank Offering Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by topic or industry subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The Company is currently evaluating the impact of this new standard on its Condensed Consolidated Financial Statements and related disclosures.

In August 2018, the FASB issued ASU No. 2018-14, “Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20)”, to improve the effectiveness of benefit plan disclosures in the notes to financial statements by facilitating clear communication of the information required by GAAP that is most important to users of each entity’s financial statements. The amendments in this ASU modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. Additionally, the amendments in this ASU remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. The amendments in this ASU are effective for fiscal years ending after December 15, 2020, for public business entities and early adoption is permitted for all entities. The Company is currently evaluating the impact of this new standard on its Condensed Consolidated Financial Statements and related disclosures.

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RELATED PARTY TRANSACTIONS (Tables)

3 Months Ended

Mar. 31, 2020

Related Party Transactions [Abstract]

Schedule of related party transactions

A summary of the Company’s affiliate transactions with PBFX is as follows:

	Three Months Ended March 31,
(in millions)	2020		2019
Reimbursements under affiliate agreements:
Services Agreement	$	2.2	$	2.1
Omnibus Agreement	2.0		1.8
Total expenses under affiliate agreements	75.5		71.3

Total reimbursements under the Omnibus Agreement are included in General and administrative expenses and reimbursements under the Services Agreement and expenses under affiliate agreements are included in Cost of products and other in the Company’s Condensed Consolidated Statements of Operations.

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INCOME TAXES

3 Months Ended

Mar. 31, 2020

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

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

The reported income tax provision in the PBF Holding Condensed Consolidated Financial Statements of Operations consists of the following: 

	Three Months Ended March 31,
(in millions)	2020		2019
Current income tax expense	$	—	$	—
Deferred income tax expense (benefit)	14.2		(7.2)
Total income tax expense (benefit)	$	14.2	$	(7.2)

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted and signed into law. The CARES Act includes several provisions for corporations, including increasing the amount of deductible interest, allowing companies to carryback certain Net Operating Losses (“NOLs”) and increasing the amount of NOLs that corporations can use to offset income. The CARES Act did not materially affect the Company’s first-quarter income tax provision, deferred tax assets and liabilities, and related taxes payable. The Company is currently assessing the future implications of these provisions, as applicable, within the CARES Act on its Consolidated Financial Statements.

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INVENTORIES

3 Months Ended

Mar. 31, 2020

Inventory Disclosure [Abstract]

INVENTORIES

INVENTORIES

Inventories consisted of the following:

March 31, 2020
(in millions)	Titled Inventory		Inventory Intermediation Agreements		Total
Crude oil and feedstocks	$	1,158.7	$	—	$	1,158.7
Refined products and blendstocks	1,109.6		270.8		1,380.4
Warehouse stock and other	134.6		—		134.6
	$	2,402.9	$	270.8	$	2,673.7
Lower of cost or market adjustment	(1,521.5)		(165.7)		(1,687.2)
Total inventories	$	881.4	$	105.1	$	986.5

December 31, 2019
(in millions)	Titled Inventory		Inventory Intermediation Agreements		Total
Crude oil and feedstocks	$	1,071.4	$	2.7	$	1,074.1
Refined products and blendstocks	976.0		352.9		1,328.9
Warehouse stock and other	120.8		—		120.8
	$	2,168.2	$	355.6	$	2,523.8
Lower of cost or market adjustment	(324.8)		(76.8)		(401.6)
Total inventories	$	1,843.4	$	278.8	$	2,122.2

Inventory under the amended and restated inventory intermediation agreements with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. (“J. Aron”) (as amended and restated from time to time, the “Inventory Intermediation Agreements”) includes crude oil, intermediate and certain finished products (the “J. Aron Products”) purchased or produced by the Paulsboro and Delaware City refineries (the “East Coast Refineries”), and sold to counterparties in connection with such agreements. This inventory is held in the Company’s storage tanks at the East Coast Refineries and at PBFX’s assets acquired from Crown Point International, LLC in October 2018 (the “PBFX East Coast Storage Assets” and together with the Company’s storage tanks at the East Coast Refineries, the “J. Aron Storage Tanks”).

During the three months ended March 31, 2020, the Company recorded an adjustment to value its inventories to the lower of cost or market which increased loss from operations by $1,285.6 million, reflecting the net change in the lower of cost or market (“LCM”) inventory reserve from $401.6 million at December 31, 2019 to $1,687.2 million at March 31, 2020.

During the three months ended March 31, 2019, the Company recorded an adjustment to value its inventories to the lower of cost or market which increased income from operations by $506.0 million, reflecting the net change in the LCM inventory reserve from $651.8 million at December 31, 2018 to $145.8 million at March 31, 2019.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

In the ordinary conduct of the Company’s business, the Company is from time to time subject to lawsuits, investigations and claims, including class action proceedings, mass tort actions, tort actions, environmental claims and employee-related matters. The outcome of these matters cannot always be predicted accurately, but the Company accrues liabilities for these matters if the Company has determined that it is probable a loss has been incurred and the loss can be reasonably estimated. For such ongoing matters for which we have not recorded a liability but losses are reasonably possible, we are unable to estimate a range of possible losses at this time due to various reasons that may include but are not limited to, matters being in an early stage and not fully developed through pleadings, discovery or court proceedings, number of potential claimants being unknown or uncertainty regarding a number of different factors underlying the potential claims. However, the ultimate resolution of one or more of these contingencies could result in an adverse outcome that may have a material effect on our financial position, results of operations or cash flows.

Environmental Matters

The Company’s refineries, pipelines and related operations are subject to extensive and frequently changing federal, state and local laws and regulations, including, but not limited to, those relating to the discharge of materials into the environment or that otherwise relate to the protection of the environment, waste management and the characteristics and the compositions of fuels. Compliance with existing and anticipated laws and regulations can increase the overall cost of operating the refineries, including remediation, operating costs and capital costs to construct, maintain and upgrade equipment and facilities.

These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters which could include soil and water contamination, air pollution, personal injury and property damage allegedly caused by substances which the Company manufactured, handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which the Company has assumed responsibility. The Company believes that its current operations are in substantial compliance with existing environmental and safety requirements. However, there have been and will continue to be ongoing discussions about environmental and safety matters between the Company and federal and state authorities, including notices of violations, citations and other enforcement actions, some of which have resulted or may result in changes to operating procedures and in capital expenditures. While it is often difficult to quantify future environmental or safety related expenditures, the Company anticipates that continuing capital investments and changes in operating procedures will be required for the foreseeable future to comply with existing and new requirements, as well as evolving interpretations and more strict enforcement of existing laws and regulations.

In connection with the acquisition of the Torrance refinery and related logistics assets, the Company assumed certain pre-existing environmental liabilities totaling $119.8 million as of March 31, 2020 ($121.3 million as of December 31, 2019), related to certain environmental remediation obligations to address existing soil and groundwater contamination and monitoring activities and other clean-up activities, which reflects the current estimated cost of the remediation obligations. The current portion of the environmental liability is recorded in Accrued expenses and the non-current portion is recorded in Other long-term liabilities.

The aggregate environmental liability reflected in the Company’s Condensed Consolidated Balance Sheets was $162.0 million and $132.2 million at March 31, 2020 and December 31, 2019, respectively, of which $149.4 million and $119.9 million, respectively, were classified as Other long-term liabilities. These liabilities include remediation and monitoring costs expected to be incurred over an extended period of time. Estimated liabilities could increase in the future when the results of ongoing investigations become known, are considered probable and can be reasonably estimated.

Contingent Consideration

In connection with the Martinez Acquisition, the Sale and Purchase Agreement includes an earn-out provision based on certain earning thresholds of the Martinez refinery. Pursuant to the agreement, the Company will make payments to the Seller based on the future earnings of the Martinez refinery, as defined in the agreement, for a period of up to four years following the acquisition closing date. The Company recorded the acquisition date fair value of the earn-out provision as contingent consideration of $77.3 million within “Other long-term liabilities” within the Company’s Condensed Consolidated Balance Sheets. The Martinez Contingent Consideration was $24.3 million as of March 31, 2020, representing the present value of expected future payments discounted at a blended rate of 24.6%. At March 31, 2020, the estimated undiscounted liability totaled $43.5 million, based on the Company’s anticipated future earn-out payments.

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ACQUISITIONS (Pro Forma Information) (Details) - Martinez Acquisition [Member] - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Business Acquisition [Line Items]
Pro-forma revenues	$ 5,623.8	$ 6,251.3
Pro-forma net income (loss) attributable to PBF Holding	$ (1,505.9)	$ 293.6

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DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Details)	3 Months Ended
	Mar. 31, 2020 segment
Description of Business [Line Items]
Number of reportable segments	1
PBF Energy [Member] | Class A Common Stock [Member]
Description of Business [Line Items]
Percentage of ownership in PBF LLC	99.20%

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FAIR VALUE MEASUREMENTS (Measured on Recurring Basis) (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Defined Benefit Plan, Plan Assets, Amount	$ 11.0	$ 10.3
Commodity contract [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	7.5	33.8
Derivative, Collateral, Right to Reclaim Cash	(7.5)	(33.8)
Derivative Liability	0.0	0.0
Commodity contract [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	1.1	32.8
Commodity contract [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	6.4	1.0
Commodity contract [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	0.0	0.0
Contingent Consideration
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, Collateral, Right to Reclaim Cash	0.0
Obligations, Fair Value Disclosure	24.3
Contingent Consideration | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Obligations, Fair Value Disclosure	0.0
Contingent Consideration | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Obligations, Fair Value Disclosure	0.0
Contingent Consideration | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Obligations, Fair Value Disclosure	24.3
Catalyst Obligation [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, Collateral, Right to Reclaim Cash	0.0	0.0
Obligations, Fair Value Disclosure	35.9	47.6
Catalyst Obligation [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Obligations, Fair Value Disclosure	0.0	0.0
Catalyst Obligation [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Obligations, Fair Value Disclosure	35.9	47.6
Catalyst Obligation [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Obligations, Fair Value Disclosure	0.0	0.0
Inventory Intermediation Agreement Obligation [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets, Effect of Counter-party Netting		0.0
Derivative Liability, Fair Value, Amount Not Offset Against Collateral		1.3
Derivative Liability		1.3
Inventory Intermediation Agreement Obligation [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Fair Value, Amount Not Offset Against Collateral		0.0
Inventory Intermediation Agreement Obligation [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Fair Value, Amount Not Offset Against Collateral		1.3
Inventory Intermediation Agreement Obligation [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Fair Value, Amount Not Offset Against Collateral		0.0
Money market funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	1.1	97.9
Money market funds [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	1.1	97.9
Money market funds [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0.0	0.0
Money market funds [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0.0	0.0
Commodity contract [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	9.9	34.0
Derivative assets, Effect of Counter-party Netting	(7.5)	(33.8)
Derivative assets, Net Carrying Value on Balance Sheet	2.4	0.2
Commodity contract [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	0.0	32.5
Commodity contract [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	9.9	1.5
Commodity contract [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	0.0	$ 0.0
Inventory Intermediation Agreement Obligation [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	66.6
Derivative assets, Effect of Counter-party Netting	0.0
Derivative assets, Net Carrying Value on Balance Sheet	66.6
Inventory Intermediation Agreement Obligation [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	0.0
Inventory Intermediation Agreement Obligation [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	66.6
Inventory Intermediation Agreement Obligation [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	$ 0.0

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DERIVATIVES (Fair Value of Derivative Instruments) (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Designated as Hedging Instrument [Member] | Inventory Intermediation Agreement Obligation [Member] | Accrued Expenses [Member]
Derivatives, Fair Value [Line Items]
Fair Value Asset/(Liability)	$ 66.6	$ (1.3)
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Accounts Receivable
Derivatives, Fair Value [Line Items]
Fair Value Asset/(Liability)	$ 2.4	$ 0.2

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Condensed Consolidated Statements of Operations - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Revenues	$ 5,260.0	$ 5,208.7
Cost and expenses:
Cost of products and other	6,033.4	4,276.2
Operating expenses (excluding depreciation and amortization expense as reflected below)	507.5	453.4
Depreciation and amortization expense	105.4	94.3
Cost of sales	6,646.3	4,823.9
General and administrative expenses (excluding depreciation and amortization expense as reflected below)	78.2	51.2
Depreciation and amortization expense	2.9	2.8
Change in fair value of contingent consideration	(53.0)	0.0
Equity Income in Investee	0.0	4.7
Total cost and expenses	6,674.4	4,873.2
Income (loss) from operations	(1,414.4)	335.5
Other income (expense):
Interest expense, net	36.5	27.4
Change in fair value of catalyst obligations	11.7	(3.1)
Debt extinguishment costs	(22.2)	0.0
Other non-service components of net periodic benefit cost	1.0	(0.1)
Income (loss) before income taxes	(1,460.4)	304.9
Income tax expense (benefit)	14.2	(7.2)
Net income (loss)	(1,474.6)	312.1
Less: net income attributable to noncontrolling interests	0.0	0.0
Net income (loss) attributable to PBF Holding Company LLC	$ (1,474.6)	$ 312.1

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DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description of the Business

PBF Holding Company LLC (“PBF Holding”), a Delaware limited liability company, and PBF Finance Corporation (“PBF Finance”), a wholly-owned subsidiary of PBF Holding, together with the Company’s consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. PBF Holding is a wholly-owned subsidiary of PBF Energy Company LLC (“PBF LLC”). PBF Energy Inc. (“PBF Energy”) is the sole managing member of, and owner of an equity interest representing approximately 99.2% of the outstanding economic interest in, PBF LLC as of March 31, 2020. PBF Investments LLC, Toledo Refining Company LLC, Paulsboro Refining Company LLC, Delaware City Refining Company LLC, Chalmette Refining, L.L.C. (“Chalmette Refining”), PBF Energy Western Region LLC, Torrance Refining Company LLC, Torrance Logistics Company LLC and Martinez Refining Company LLC are PBF LLC’s principal operating subsidiaries and are all wholly-owned subsidiaries of PBF Holding. Collectively, PBF Holding and its consolidated subsidiaries are referred to hereinafter as the “Company”.

PBF Logistics GP LLC (“PBF GP”) serves as the general partner of PBF Logistics LP (“PBFX”). PBF GP is wholly-owned by PBF LLC. In a series of transactions, PBF Holding has distributed certain assets to PBF LLC, which in turn contributed those assets to PBFX (as described in “Note 7 - Related Party Transactions”).

Substantially all of the Company’s operations are in the United States. As of March 31, 2020, the Company’s oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and have been aggregated to form one reportable segment. To generate earnings and cash flows from operations, the Company is primarily dependent upon processing crude oil and selling refined petroleum products at margins sufficient to cover fixed and variable costs and other expenses. Crude oil and refined petroleum products are commodities; and factors that are largely out of the Company’s control can cause prices to vary over time. The resulting potential margin volatility can have a material effect on the Company’s financial position, earnings and cash flows.

Basis of Presentation

The unaudited condensed consolidated financial information furnished herein reflects all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, considered necessary for a fair presentation of the financial position and the results of operations and cash flows of the Company for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These interim Condensed Consolidated Financial Statements should be read in conjunction with the PBF Holding and PBF Finance financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2019. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the full year.

Reclassification

As of March 31, 2020, Financing lease right-of-use assets and liabilities, previously included in Deferred charges and other assets, net and Other long term liabilities, respectively, in the Condensed Consolidated Balance Sheets, are disclosed as separate line items in the Condensed Consolidated Financial Statements. Certain of these amounts previously reported in the Company's Condensed Consolidated Financial Statements and those respective footnotes for prior periods have been reclassified to conform to the 2020 presentation.

Interim Impairment Assessment

The global crisis resulting from the spread of the recent novel coronavirus (“COVID-19”) has had a substantial impact on the economy and overall consumer demand for energy and hydrocarbon products. As a result of the significant decrease in PBF Energy’s stock price as of the end of the quarter and noticeable reduction in demand for the Company’s products, the Company determined an impairment triggering event had occurred. As such, the Company performed an interim impairment assessment on certain long-lived assets as of March 31, 2020. As a result of the interim impairment test, the Company concluded that the carrying values of its long-lived assets were not impaired when comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets over their remaining estimated useful life.

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-13, “Financial Instruments-Credit Losses” (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This guidance amends the guidance on measuring credit losses on financial assets held at amortized cost. ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted this ASU effective January 1, 2020. The adoption of this ASU does not currently impact the Company’s Condensed Consolidated Financial Statements. Refer to “Note 3 - Current Expected Credit Losses” for further disclosure related to our adoption of this pronouncement..

Recently Issued Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the effects of reference rate reform on financial reporting. The amendments in this ASU provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this ASU are elective and apply to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference London Interbank Offering Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by topic or industry subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The Company is currently evaluating the impact of this new standard on its Condensed Consolidated Financial Statements and related disclosures.

In August 2018, the FASB issued ASU No. 2018-14, “Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20)”, to improve the effectiveness of benefit plan disclosures in the notes to financial statements by facilitating clear communication of the information required by GAAP that is most important to users of each entity’s financial statements. The amendments in this ASU modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. Additionally, the amendments in this ASU remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. The amendments in this ASU are effective for fiscal years ending after December 15, 2020, for public business entities and early adoption is permitted for all entities. The Company is currently evaluating the impact of this new standard on its Condensed Consolidated Financial Statements and related disclosures.

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ACCRUED EXPENSES

3 Months Ended

Mar. 31, 2020

Payables and Accruals [Abstract]

ACCRUED EXPENSES

ACCRUED EXPENSES

Accrued expenses consisted of the following:

(in millions)	March 31, 2020		December 31, 2019
Inventory-related accruals	$	606.8	$	1,103.2
Inventory intermediation agreements	209.5		278.1
Excise and sales tax payable	141.9		98.4
Renewable energy credit and emissions obligations	118.4		17.7
Accrued transportation costs	88.5		88.7
Accrued capital expenditures	84.6		31.0
Customer deposits	36.4		1.8
Accrued utilities	28.2		40.1
Accrued interest	26.9		6.8
Accrued salaries and benefits	18.5		77.4
Accrued refinery maintenance and support costs	13.5		16.9
Environmental liabilities	12.6		12.3
Current finance lease liabilities	12.7		6.5
Other	64.6		12.5
Total accrued expenses	$	1,463.1	$	1,791.4

The Company has the obligation to repurchase the J. Aron Products that are held in its J. Aron Storage Tanks in accordance with the Inventory Intermediation Agreements with J. Aron. As of March 31, 2020 and December 31, 2019, a liability is recognized for the Inventory Intermediation Agreements and is recorded at market price for the J. Aron owned inventory held in the Company’s J. Aron Storage Tanks under the Inventory Intermediation Agreements, with any change in the market price being recorded in Cost of products and other.

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

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LEASES

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

LEASES

LEASES

The Company leases office space, office equipment, refinery facilities and equipment, railcars and other logistics assets primarily under non-cancelable operating leases, with terms typically ranging from one to twenty years, subject to certain renewal options as applicable. The Company considers those renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of lease liabilities and right-of-use assets. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Interest expense for finance leases is incurred based on the carrying value of the lease liability. Leases with an initial term of 12 months or less are not recorded on the balance sheet.

The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate.

For substantially all classes of underlying assets, the Company has elected the practical expedient not to separate lease and non-lease components, which allows it to combine the components if certain criteria are met. For certain leases of refinery support facilities, which have commenced subsequent to the year ended December 31, 2019, the Company accounts for the non-lease service component separately. There are no material residual value guarantees associated with any of the Company’s leases. There are no significant restrictions or covenants included in the Company’s lease agreements other than those that are customary in such arrangements. Certain of the Company’s leases, primarily for the Company’s commercial and logistics asset classes, include provisions for variable payments. These variable payments are typically determined based on a measure of throughput or actual days the asset has operated during the contract term or another measure of usage and are not included in the initial measurement of lease liabilities and right-of-use assets.

Lease Position as of March 31, 2020 and December 31, 2019

The table below presents the lease related assets and liabilities recorded on the Company’s Condensed Consolidated Balance Sheets for the periods presented:

(in millions)	Classification on the Balance Sheet	March 31, 2020		December 31, 2019
Assets
Operating lease assets - third party	Operating lease right of use assets - third party	$	330.2	$	306.1
Operating lease assets - affiliate	Operating lease right of use assets - affiliate	631.2		650.3
Finance lease assets	Financing lease right of use assets - third party	84.9		24.2
Total lease right of use assets		$	1,046.3	$	980.6
Liabilities
Current liabilities:
Operating lease liabilities - third party	Current operating lease liabilities - third party	$	79.4	$	72.0
Operating lease liabilities - affiliate	Current operating lease liabilities - affiliate	80.6		79.2
Finance lease liabilities - third party	Accrued expenses	12.7		6.5
Noncurrent liabilities:
Operating lease liabilities - third party	Long-term operating lease liabilities - third party	249.3		232.9
Operating lease liabilities - affiliate	Long-term operating lease liabilities - affiliate	550.5		571.1
Finance lease liabilities - third party	Long-term financing lease liabilities - third party	73.2		18.4
Total lease liabilities		$	1,045.7	$	980.1

Lease Costs

The table below provides certain information related to costs for the Company’s leases for the period presented:

	Three Months Ended March 31,
Lease Costs (in millions)	2020		2019
Components of total lease cost:
Finance lease cost
Amortization of lease right of use assets	$	2.9	$	—
Interest on lease liabilities	0.9		—
Operating lease cost	60.5		53.3
Short-term lease cost	22.0		23.3
Variable lease cost	10.6		10.1
Total lease cost	$	96.9	$	86.7

There were no net gains or losses on any sale-leaseback transactions for the three months ended March 31, 2020 and March 31, 2019.

Other Information

The table below provides supplemental cash flow information related to leases for the periods presented (in millions):

	Three Months Ended March 31,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	60.8	$	35.4
Operating cash flows for finance leases	0.9		—
Financing cash flows for finance leases	2.6		—
Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets	111.1		82.7

Lease Term and Discount Rate

The table below presents certain information related to the weighted average remaining lease term and weighted average discount rate for the Company’s leases as of March 31, 2020:

Weighted average remaining lease term - operating leases	8.5 years
Weighted average remaining lease term - finance leases	7.8 years
Weighted average discount rate - operating leases	7.82	%
Weighted average discount rate - finance leases	5.26	%

Undiscounted Cash Flows

The table below reconciles the fixed component of the undiscounted cash flows for each of the periods presented to the lease liabilities recorded on the Condensed Consolidated Balance Sheets as of March 31, 2020:

Amounts due within twelve months of March 31, (in millions)	Finance Leases		Operating Leases
2020	$	16.8	$	229.2
2021	15.4		194.0
2022	11.0		178.3
2023	11.0		159.2
2024	11.0		152.3
Thereafter	40.0		427.2
Total minimum lease payments	105.2		1,340.2
Less: effect of discounting	19.3		380.4
Present value of future minimum lease payments	85.9		959.8
Less: current obligations under leases	12.7		160.0
Long-term lease obligations	$	73.2	$	799.8

As of March 31, 2020, the Company has entered into certain leases that have not yet commenced. Such leases include a 15-year lease for hydrogen supply, with future payments estimated to total approximately $212.6 million, expected to commence in the second quarter of 2020. No other such pending leases, either individually or in the aggregate, are material. There are no material lease arrangements in which the Company is the lessor.

In the normal course of business, the Company enters into certain affiliate lease arrangements with PBFX for the use of certain storage, terminaling and pipeline assets. The Company believes that the terms and conditions under these leases are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services. The terms for these affiliate leases generally range from seven to fifteen years. The Company uses the same methodology for discounting the lease payments on affiliate leases as it does for third party leases as described above. For the three months ended March 31, 2020 and 2019, the Company incurred operating lease costs related to affiliate operating leases of $32.3 million and $27.1 million, respectively. As of March 31, 2020, the Company had recorded right-of-use assets, short-term lease obligations and long-term lease obligations of $631.2 million, $80.6 million and $550.5 million, respectively, associated with these affiliate operating leases. As of December 31, 2019, the Company had recorded right-of-use assets, short-term lease obligations and long-term lease obligations of $650.3 million, $79.2 million and $571.1 million, respectively, associated with these affiliate operating leases.

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FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

The tables below present information about the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis and indicate the fair value hierarchy of the inputs utilized to determine the fair values as of March 31, 2020 and December 31, 2019.

The Company has elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty; however, fair value amounts by hierarchy level are presented on a gross basis in the tables below. The Company has posted cash margin with various counterparties to support hedging and trading activities. The cash margin posted is required by counterparties as collateral deposits and cannot be offset against the fair value of open contracts except in the event of default. The Company has no derivative contracts that are subject to master netting arrangements that are reflected gross on the Condensed Consolidated Balance Sheets.

	As of March 31, 2020
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting	Net Carrying Value on Balance Sheet
(in millions)	Level 1		Level 2		Level 3
Assets:
Money market funds	$	1.1	$	—	$	—	$	1.1	N/A	$	1.1
Commodity contracts	—		9.9		—		9.9		(7.5)	2.4
Derivatives included with inventory intermediation agreement obligations	—		66.6		—		66.6		—	66.6
Liabilities:
Commodity contracts	1.1		6.4		—		7.5		(7.5)	—
Catalyst obligations	—		35.9		—		35.9		—	35.9
Contingent consideration obligation	—		—		24.3		24.3		—	24.3

	As of December 31, 2019
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting	Net Carrying Value on Balance Sheet
(in millions)	Level 1		Level 2		Level 3
Assets:
Money market funds	$	97.9	$	—	$	—	$	97.9	N/A	$	97.9
Commodity contracts	32.5		1.5		—		34.0		(33.8)	0.2
Liabilities:
Commodity contracts	32.8		1.0		—		33.8		(33.8)	—
Catalyst obligations	—		47.6		—		47.6		—	47.6
Derivatives included with inventory intermediation agreement obligations	—		1.3		—		1.3		—	1.3

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

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

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

•The derivatives included with inventory intermediation agreement obligations and the catalyst obligations are categorized in Level 2 of the fair value hierarchy and are measured at fair value using a market approach based upon commodity prices for similar instruments quoted in active markets.

•The Martinez Contingent Consideration obligation at March 31, 2020 is categorized in Level 3 of the fair value hierarchy and is estimated using discounted cash flow models based on management’s estimate of the future cash flows related to the earn-out periods. The change in fair value of the obligation during the three months ended March 31, 2020 was impacted primarily by the change in estimated future earnings related to the Martinez refinery during the earn-out period.

Non-qualified pension plan assets are measured at fair value using a market approach based on published net asset values of mutual funds as a practical expedient. As of March 31, 2020 and December 31, 2019, $11.0 million and $10.3 million, respectively, were included within Deferred charges and other assets, net for these non-qualified pension plan assets.

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

(in millions)	Three Months Ended March 31, 2020
Balance at beginning of period	$	—
Additions	77.3
Unrealized gain included in earnings	(53.0)
Balance at end of period	$	24.3

There were no transfers between levels during the three months ended March 31, 2020 or 2019, respectively.

Fair value of debt

The table below summarizes the carrying value and fair value of debt as of March 31, 2020 and December 31, 2019.

	March 31, 2020				December 31, 2019
(in millions)	Carrying value		Fair  value		Carrying  value		Fair value
2028 Senior Notes (a)	$	1,000.0	$	670.9	$	—	$	—
2025 Senior Notes (a)	725.0		480.6		725.0		776.5
2023 Senior Notes (b)	—		—		500.0		519.7
Revolving Credit Facility (c)	900.0		900.0		—		—
PBF Rail Term Loan (c)	12.8		12.8		14.5		14.5
Catalyst financing arrangements (d)	35.9		35.9		47.6		47.6
	2,673.7		2,100.2		1,287.1		1,358.3
Less - Unamortized deferred financing costs	(30.2)		n/a		(24.3)		n/a
Long-term debt	$	2,643.5	$	2,100.2	$	1,262.8	$	1,358.3

____________________________

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

(b)As discussed in “Note 6 - Debt”, the 2023 Senior Notes were redeemed in full on February 14, 2020.

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

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

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ACQUISITIONS (Assets and Liabilities Acquired) (Details) - Martinez Acquisition [Member] $ in Millions	Feb. 01, 2020 USD ($)
Business Acquisition [Line Items]
Inventories	$ 224.1
Prepaid and other current assets	5.4
Property, plant and equipment	987.9
Operating lease right of use assets	7.8
Financing lease right of use assets	63.5
Deferred charges and other assets, net	63.7
Accrued expenses	1.4
Current operating lease liabilities	1.9
Current financing lease liabilities (a)	6.0	[1]
Long-term operating lease liabilities	5.9
Long-term financing lease liabilities	57.5
Other long-term liabilities - Environmental obligation	(26.3)
Fair value of net assets acquired	$ 1,253.4

[1] Current financing lease liabilities are recorded in Accrued expenses within the Condensed Consolidated Balance Sheet.

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DERIVATIVES (Tables)

3 Months Ended

Mar. 31, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Fair Value of Derivative Instruments

The following tables provide information about the fair values of these derivative instruments as of March 31, 2020 and December 31, 2019 and the line items in the Condensed Consolidated Balance Sheets in which the fair values are reflected.

Description	Balance Sheet Location	Fair Value Asset/(Liability)
		(in millions)
Derivatives designated as hedging instruments:
March 31, 2020:
Derivatives included with the inventory intermediation agreement obligations	Accrued expenses	$	66.6
December 31, 2019:
Derivatives included with the inventory intermediation agreement obligations	Accrued expenses	$	(1.3)
Derivatives not designated as hedging instruments:
March 31, 2020:
Commodity contracts	Accounts receivable	$	2.4
December 31, 2019:
Commodity contracts	Accounts receivable	$	0.2

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

The following table provides information about the gains or losses recognized in income on these derivative instruments and the line items in the Condensed Consolidated Statements of Operations in which such gains and losses are reflected.

Description	Location of Gain or (Loss) Recognized in  Income on Derivatives	Gain or (Loss) Recognized in Income on Derivatives
		(in millions)
Derivatives designated as hedging instruments:
For the three months ended March 31, 2020:
Derivatives included with the inventory intermediation agreement obligations	Cost of products and other	$	67.9
For the three months ended March 31, 2019:
Derivatives included with the inventory intermediation agreement obligations	Cost of products and other	$	(14.2)
Derivatives not designated as hedging instruments:
For the three months ended March 31, 2020:
Commodity contracts	Cost of products and other	$	78.2
For the three months ended March 31, 2019:
Commodity contracts	Cost of products and other	$	31.7
Hedged items designated in fair value hedges:
For the three months ended March 31, 2020:
Crude oil, intermediate and refined product inventory	Cost of products and other	$	(67.9)
For the three months ended March 31, 2019:
Crude oil, intermediate and refined product inventory	Cost of products and other	$	14.2

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Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 589.4	$ 763.1
Accounts receivable	431.9	826.6
Accounts receivable - affiliate	13.5	6.5
Inventories	986.5	2,122.2
Assets held for sale	58.4	0.0
Prepaid and other current assets	98.1	48.0
Total current assets	2,177.8	3,766.4
Property, plant and equipment, net	4,145.4	3,168.6
Financing lease right of use assets - third party	84.9	24.2
Deferred charges and other assets, net	1,065.7	930.0
Total assets	8,435.2	8,845.6
Current liabilities:
Accounts payable	428.0	591.2
Accounts payable - affiliate	87.1	48.1
Accrued expenses	1,463.1	1,791.4
Operating Lease, Liability, Current	160.0
Deferred revenue	33.9	17.0
Total current liabilities	2,172.1	2,598.9
Long-term debt	2,643.5	1,262.8
Deferred tax liabilities	45.6	31.4
Operating Lease, Liability, Noncurrent	799.8
Long-term financing lease liabilities - third party	73.2	18.4
Other long-term liabilities	291.9	232.9
Total liabilities	6,026.1	4,948.4
Commitments and contingencies (Note 8)
Equity:
Member’s equity	2,745.9	2,739.1
Retained earnings (Accumulated deficit)	(338.8)	1,156.9
Accumulated other comprehensive loss	(8.9)	(9.7)
Total PBF Holding Company LLC equity	2,398.2	3,886.3
Noncontrolling interest	10.9	10.9
Total equity	2,409.1	3,897.2
Total liabilities and equity	8,435.2	8,845.6
Third Party Lease [Member]
Current assets:
Operating Lease, Right-of-Use Asset	330.2	306.1
Current liabilities:
Operating Lease, Liability, Current	79.4	72.0
Operating Lease, Liability, Noncurrent	249.3	232.9
Lease with Affiliate [Member]
Current assets:
Operating Lease, Right-of-Use Asset	631.2	650.3
Current liabilities:
Operating Lease, Liability, Current	80.6	79.2
Operating Lease, Liability, Noncurrent	$ 550.5	$ 571.1

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Condensed Consolidated Statement of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash flows from operating activities:
Net income (loss)	$ (1,474.6)	$ 312.1
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	110.8	98.7
Stock-based compensation	8.3	7.1
Change in fair value of catalyst obligations	(11.7)	3.1
Deferred income taxes	14.2	(7.2)
Non-cash change in inventory repurchase obligations	(67.9)	14.2
Non-cash lower of cost or market inventory adjustment	1,285.6	(506.0)
Change in fair value of contingent consideration	(53.0)	0.0
Debt extinguishment costs	22.2	0.0
Pension and other post-retirement benefit costs	13.1	11.2
Income from equity method investee	0.0	4.7
Distributions from equity method investee	0.0	4.7
Changes in operating assets and liabilities:
Accounts receivable	394.7	(152.7)
Due to/from affiliates	32.0	10.3
Inventories	74.3	(194.7)
Prepaid and other current assets	(44.8)	(70.0)
Accounts payable	(198.7)	40.6
Accrued expenses	(367.0)	213.3
Deferred revenue	16.9	46.5
Other assets and liabilities	(9.0)	(11.5)
Net cash used in operating activities	(254.6)	(185.0)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(59.2)	(94.2)
Expenditures for deferred turnaround costs	(69.1)	(133.0)
Expenditures for other assets	(4.6)	(22.2)
Acquisition of Martinez refinery	(1,176.2)	0.0
Equity method investment - return of capital	0.0	1.8
Net cash used in investing activities	(1,309.1)	(247.6)
Cash flows from financing activities:
Distributions to members	(21.1)	(23.0)
Proceeds from 2028 6.00% Senior Notes	1,000.0	0.0
Proceeds from revolver borrowings	1,150.0	575.0
Repayments of revolver borrowings	250.0	325.0
Payments on financing leases	2.6	0.0
Proceeds from insurance premium financing	45.3	30.2
Deferred financing costs and other	12.3	0.0
Net cash provided by financing activities	1,390.0	255.5
Net (decrease) increase in cash and cash equivalents	(173.7)	(177.1)
Cash and cash equivalents, beginning of period	763.1	561.7
Cash and cash equivalents, end of period	589.4	384.6
Non-cash activities:
Accrued and unpaid capital expenditures	125.2	118.1
Assets acquired under operating leases	47.6	936.6
Assets acquired under finance leases	63.5	0.0
Fair value of the Martinez Contingent Consideration at acquisition	77.3	0.0
Distribution of assets to PBF Energy Company LLC	0.0	0.3
Interest (net of capitalized interest of $3.3 million and $4.0 million in 2020 and 2019, respectively)	13.4	4.0
Capitalized interest	3.3	4.0
2023 Senior Notes [Member]
Cash flows from financing activities:
Repayments of Long-term Debt	(517.5)	0.0
Rail Term Loan [Member]
Cash flows from financing activities:
Repayments of Long-term Debt	$ (1.8)	$ (1.7)

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FAIR VALUE MEASUREMENTS (Change in Fair Value at Level 3) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Change in Fair Value Measurement Categorized in Level 3 [Roll Forward]
Transfers into Level 3	$ 0.0	$ 0.0
Transfers out of Level 3	0.0	$ 0.0
Contingent Consideration
Change in Fair Value Measurement Categorized in Level 3 [Roll Forward]
Balance at beginning of period	0.0
Purchases	77.3
Unrealized loss included in earnings	(53.0)
Balance at end of period	$ 24.3

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DERIVATIVES (Gain (Loss) Recognized in Income) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) on Fair Value Hedge Ineffectiveness, Net	$ 0.0	$ 0.0
Inventory Intermediation Agreement Obligation [Member] | Designated as Hedging Instrument [Member] | Cost of Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain or (Loss) Recognized in Income on Derivatives	67.9	(14.2)
Commodity Contract [Member] | Not Designated as Hedging Instrument [Member] | Cost of Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain or (Loss) Recognized in Income on Derivatives	78.2	31.7
Intermediates and Refined Products Inventory [Member] | Designated as Hedging Instrument [Member] | Fair Value Hedging [Member] | Cost of Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain or (Loss) Recognized in Income on Derivatives	$ (67.9)	$ 14.2

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Leases - Lease Cost (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Leases [Abstract]
Finance Lease, Right-of-Use Asset, Amortization	$ 2.9	$ 0.0
Finance Lease, Interest Expense	0.9	0.0
Operating lease cost	60.5	53.3
Short-term lease cost	22.0	23.3
Variable lease cost	10.6	10.1
Total lease cost	$ 96.9	$ 86.7

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RELATED PARTY TRANSACTIONS (Details) - PBF Logistics LP [Member] - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cost of Sales [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction	$ 75.5	$ 71.3
Fifth Amended and Restated Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Annual Fee Increase	8.3
Omnibus Agreement [Member] | General and Administrative Expense [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction	2.0	1.8
Services Agreement [Member] | General and Administrative Expense [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction	$ 2.2	$ 2.1

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ACQUISITIONS (Tables)

3 Months Ended

Mar. 31, 2020

Business Combinations [Abstract]

Business Combination, Consideration Transferred, Working Capital Adjustments [Table Text Block]

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

(in millions)	Purchase Price
Gross purchase price	$	960.0
Working capital, including post close adjustments	216.1
Contingent consideration (a)	77.3
Total consideration	$	1,253.4

(a) The Martinez Acquisition includes an obligation for the Company to make post-closing earn-out payments to the Seller based on certain earnings thresholds of the Martinez refinery (as set forth in the Sale and Purchase Agreement), for a period of up to four years following the acquisition closing date (the “Martinez Contingent Consideration”). The Company recorded the Martinez Contingent Consideration based on its estimated fair value of $77.3 million at the acquisition date, which was recorded within “Other long-term liabilities” within the Condensed Consolidated Balance Sheets.

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

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

(in millions)	Fair Value Allocation
Inventories	$	224.1
Prepaid and other current assets	5.4
Property, plant and equipment	987.9
Operating lease right of use assets	7.8
Financing lease right of use assets	63.5
Deferred charges and other assets, net	63.7
Accrued expenses	(1.4)
Current operating lease liabilities	(1.9)
Current financing lease liabilities (a)	(6.0)
Long-term operating lease liabilities	(5.9)
Long-term financing lease liabilities	(57.5)
Other long-term liabilities - Environmental obligation	(26.3)
Fair value of net assets acquired	$	1,253.4

(a) Current financing lease liabilities are recorded in Accrued expenses within the Condensed Consolidated Balance Sheet.

Business Acquisition, Pro Forma Information [Table Text Block]

	Three Months Ended March 31, 2020		Three Months Ended March 31, 2019
(Unaudited, in millions)
Pro-forma revenues	$	5,623.8	$	6,251.3
Pro-forma net income (loss) attributable to PBF Holding	$	(1,505.9)	$	293.6

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LEASES (Tables)

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

Assets and Liabilities, Lessee [Table Text Block]

The table below presents the lease related assets and liabilities recorded on the Company’s Condensed Consolidated Balance Sheets for the periods presented:

(in millions)	Classification on the Balance Sheet	March 31, 2020		December 31, 2019
Assets
Operating lease assets - third party	Operating lease right of use assets - third party	$	330.2	$	306.1
Operating lease assets - affiliate	Operating lease right of use assets - affiliate	631.2		650.3
Finance lease assets	Financing lease right of use assets - third party	84.9		24.2
Total lease right of use assets		$	1,046.3	$	980.6
Liabilities
Current liabilities:
Operating lease liabilities - third party	Current operating lease liabilities - third party	$	79.4	$	72.0
Operating lease liabilities - affiliate	Current operating lease liabilities - affiliate	80.6		79.2
Finance lease liabilities - third party	Accrued expenses	12.7		6.5
Noncurrent liabilities:
Operating lease liabilities - third party	Long-term operating lease liabilities - third party	249.3		232.9
Operating lease liabilities - affiliate	Long-term operating lease liabilities - affiliate	550.5		571.1
Finance lease liabilities - third party	Long-term financing lease liabilities - third party	73.2		18.4
Total lease liabilities		$	1,045.7	$	980.1

Lease, Cost [Table Text Block]

The table below provides certain information related to costs for the Company’s leases for the period presented:

	Three Months Ended March 31,
Lease Costs (in millions)	2020		2019
Components of total lease cost:
Finance lease cost
Amortization of lease right of use assets	$	2.9	$	—
Interest on lease liabilities	0.9		—
Operating lease cost	60.5		53.3
Short-term lease cost	22.0		23.3
Variable lease cost	10.6		10.1
Total lease cost	$	96.9	$	86.7

Supplemental Cash Flow and Other Information [Table Text Block]

The table below provides supplemental cash flow information related to leases for the periods presented (in millions):

	Three Months Ended March 31,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	60.8	$	35.4
Operating cash flows for finance leases	0.9		—
Financing cash flows for finance leases	2.6		—
Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets	111.1		82.7

Lease Term and Discount Rate

The table below presents certain information related to the weighted average remaining lease term and weighted average discount rate for the Company’s leases as of March 31, 2020:

Weighted average remaining lease term - operating leases	8.5 years
Weighted average remaining lease term - finance leases	7.8 years
Weighted average discount rate - operating leases	7.82	%
Weighted average discount rate - finance leases	5.26	%

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

The table below reconciles the fixed component of the undiscounted cash flows for each of the periods presented to the lease liabilities recorded on the Condensed Consolidated Balance Sheets as of March 31, 2020:

Amounts due within twelve months of March 31, (in millions)	Finance Leases		Operating Leases
2020	$	16.8	$	229.2
2021	15.4		194.0
2022	11.0		178.3
2023	11.0		159.2
2024	11.0		152.3
Thereafter	40.0		427.2
Total minimum lease payments	105.2		1,340.2
Less: effect of discounting	19.3		380.4
Present value of future minimum lease payments	85.9		959.8
Less: current obligations under leases	12.7		160.0
Long-term lease obligations	$	73.2	$	799.8