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PBF Energy Inc. 2013 Annual Report

Table of contents

  • Page 1
    PBF Energy  Inc.  2013  Annual  Report 

  • Page 2
      ThePBFEnergyRefiningSystem   PBFownsthreeoilrefinerieslocatedinOhio,DelawareandNewJersey: x x x x x Aggregatethroughputcapacityofapproximately540,000barrelsperday WeightedaverageNelsonComplexityof11.3 FifthlargestU.S.independentrefiner 100%ofPADD1...

  • Page 3
    ... through Delaware River Paulsboro Refinery 180,000 bpd refinery located on Delaware River 13.2 Nelson Complexity Complex refinery with Group I lubricant production Connection to major Northeast pipelines Dedicated jet fuel pipeline to Philadelphia airport 36% of East Coast coking capacity Export...

  • Page 4
    ... cars. PBF Energy has committed to use only these new-style DOT-111A cars for the delivery of crude oil to our Delaware City refinery and this practice will be fully in place in the first half of 2014. PBF Energy will continue to be an industry supporter of increasing the safety of rail operations...

  • Page 5
    ... lower cost of supplying these crudes to our East Coast refineries versus other refiners in the region. Secondly, and importantly, our Delaware City and Paulsboro refineries remain the only refineries in the region with the units necessary to process heavy and sour crude oils. As the markets have...

  • Page 6
    Toledo Refinery

  • Page 7
    ... COMPANY LLC PBF FINANCE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE DELAWARE DELAWARE (State or other jurisdiction of incorporation or organization) 45-3763855 27-2198168 45-2685067 (I.R.S. Employer Identification No.) One Sylvan Way, Second Floor Parsippany, New...

  • Page 8
    ...-2 of the Exchange Act). PBF Energy Inc. PBF Holding Company LLC PBF Finance Corporation Yes Yes Yes No No No The aggregate market value of the Common Stock of PBF Energy Inc. held by non-affiliates as of June 30, 2013 was $1,024,703,335 based upon the New York Stock Exchange Composite Transaction...

  • Page 9
    PBF ENERGY INC. AND PBF HOLDING COMPANY LLC TABLE OF CONTENTS PART I Item 1. Item 1A. Item 1B. Item 2. ...12. Item 13. Item 14. Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...

  • Page 10
    ... are located in Toledo, Ohio, Delaware City, Delaware and Paulsboro, New Jersey. Our Mid-Continent refinery at Toledo processes light, sweet crude, has a throughput capacity of 170,000 bpd and a Nelson Complexity Index of 9.2. The majority of Toledo's WTI-based crude is delivered via pipelines that...

  • Page 11
    ... traditional Brent based international crudes. PBF Energy, a Delaware corporation formed on November 7, 2011, is a holding company that manages its consolidated subsidiary, PBF LLC. Our sole asset is a controlling equity interest as of December 31, 2013 of approximately 40.9% in PBF LLC as discussed...

  • Page 12
    ... public offering are those of PBF LLC. See "Item 1A. Risk Factors" and "Item 13. Certain Relationships and Related Transactions, and Director Independence." The diagram below depicts our organizational structure as of December 31, 2013: Blackstone, First Reserve and Management PBF LLC Series...

  • Page 13
    ...of PBF LLC Series B Units, which include certain executive officers of PBF Energy, had the right to receive a portion of the proceeds of the sale of the PBF Energy Class A common stock by Blackstone and First Reserve. Completion of the January 2014 Secondary Offering is estimated to increase our tax...

  • Page 14
    ...by-rail acquisition and rail logistics teams. These teams, staffed by PBF employees in our corporate headquarters, at the Delaware City refinery and in our field offices in Calgary, Alberta and Oklahoma City, Oklahoma, are responsible for crude procurement, logistics via rail and monitoring crude-by...

  • Page 15
    ... market or through term agreements. Inventory Intermediation Agreement. On June 26, 2013, the Company entered into an Inventory Intermediation Agreement with J. Aron ("Inventory Intermediation Agreement") to support the operations of the Delaware City refinery, which commenced upon the termination...

  • Page 16
    ...approximately 950 acres on the Delaware River in Paulsboro, New Jersey, just south of Philadelphia and approximately 30 miles away from Delaware City. Paulsboro receives crude and feedstocks via its marine terminal on the Delaware River. Paulsboro is one of two operating refineries on the East Coast...

  • Page 17
    ... to crude oil storage with the remaining 5.4 million barrels allocated to finished products, intermediates and other products. Energy and Other Utilities. Under normal operating conditions, the Paulsboro refinery consumes approximately 30,000 MMBTU per day of natural gas. The Paulsboro refinery is...

  • Page 18
    ... balance paid in 2013. Overview. Toledo has a throughput capacity of approximately 170,000 bpd and a Nelson Complexity Index of 9.2. Toledo processes a slate of light, sweet crudes from Canada, the Midcontinent, the Bakken region and the U.S. Gulf Coast. Toledo produces finished products including...

  • Page 19
    ... dedicated to crude oil storage with the remaining 3.6 million barrels allocated to intermediates and products. Energy and Other Utilities. Under normal operating conditions, the Toledo refinery consumes approximately 17,000 MMBTU per day of natural gas. The Toledo refinery purchases its electricity...

  • Page 20
    major oil companies. For the years ended December 31, 2013, 2012 and 2011, gasoline and distillates accounted for 88.6%, 88.8% and 88.1% of our revenues, respectively. Customers We sell a variety of refined products to a diverse customer base. We currently have product offtake agreements in place ...

  • Page 21
    ...the Board of Directors Chief Executive Officer President Senior Vice President, Chief Financial Officer Senior Vice President, General Counsel Vice President, Crude Oil and Feedstock Vice President, Products Thomas D. O'Malley has served as Executive Chairman of the Board of Directors of PBF Energy...

  • Page 22
    ... 16 years with the ExxonMobil Corporation in various operational and commercial positions, including sourcing refinery feedstocks and crude oil and the disposition of refined petroleum products, as well as optimization roles within refineries. Todd O'Malley joined PBF Energy in November 2010, with...

  • Page 23
    ...new "Tier 3" motor vehicle emission and fuel standards. It has been reported that these new..., Compensation and...owner or operator of the disposal site or sites where the release occurred and companies...natural resource damages. It is not uncommon for neighboring landowners and other third parties to file...

  • Page 24
    ...this Annual Report on Form 10K have the following meanings: "ASCI" refers to the Argus Sour Crude Index, a pricing index used to approximate market prices for sour, heavy crude oil. "Bakken" refers to both a crude oil production region generally covering North Dakota, Montana and Western Canada, and...

  • Page 25
    ..., kerosene and jet fuel. "downstream" refers to the downstream sector of the energy industry generally describing oil refineries, marketing and distribution companies that refine crude oil and sell and distribute refined products. The opposite of the downstream sector is the upstream sector, which...

  • Page 26
    ...Nelson Complexity Index, which is calculated on an annual basis by the Oil and Gas Journal. The Nelson Complexity Index assigns a complexity factor to each major piece of refinery equipment based on its complexity and cost in comparison to crude distillation, which is assigned a complexity factor of...

  • Page 27
    .... We were formed in March 2008, we acquired our first oil refinery in June 2010 in an idle state and we acquired our first operating asset in December 2010. Therefore, we have a limited operating history and track record in executing our business model. Our future success depends on our ability to...

  • Page 28
    ...above operating expenses (including the cost of refinery feedstocks, such as crude oil, intermediate partially refined petroleum products, and natural gas liquids that are processed and blended into refined products) at which we are able to sell refined products. Refining is primarily a margin-based...

  • Page 29
    ... been cheaper than benchmark crude oils, such as the heavy, sour crude oils processed at our Delaware City and Paulsboro refineries and the WTI based crude oils processed at our Toledo refinery and delivered by rail to our East Coast refineries. These crude oil differentials vary significantly from...

  • Page 30
    ... of our reliance on pipelines and railroads for transportation of crude oil and refined products. During 2012 and 2013, we expanded and upgraded existing on-site railroad infrastructure at our Delaware City refinery, which significantly increased our capacity to unload crude by rail. Currently, the...

  • Page 31
    ...Paulsboro and Delaware City refineries. Pursuant to the Inventory Intermediation Agreements, J. Aron purchases and holds title to all of the intermediate and finished products produced by the Delaware City and Paulsboro refineries and delivered into the tanks at the refineries (or at other locations...

  • Page 32
    ...our refined products. Because of their integrated operations and larger capitalization, these companies may be more flexible in responding to volatile industry or market conditions, such as shortages of crude oil supply and other feedstocks or intense price fluctuations. Newer or upgraded refineries...

  • Page 33
    ...in that region. These refineries are located within a relatively limited geographic area and we primarily market our refined products in that area. As a result, we are more susceptible to regional conditions than the operations of more geographically diversified competitors and any unforeseen events...

  • Page 34
    ... that would interfere with our operations. As of December 31, 2013, approximately 296 of our 460 employees at Paulsboro are covered by a collective bargaining agreement that expires in March of 2015. In addition, 678 of our 1,066 employees at Delaware City and Toledo are covered by a collective...

  • Page 35
    ... which the hedged commodity is based, thereby making the hedge less effective. For example, a NYMEX index used for hedging certain volumes of crude oil or refined products may have more or less variability than the cost or price for such crude oil or refined products. We generally do not expect to...

  • Page 36
    ... permit Delaware City Refining Company LLC ("DCR") obtained to allow loading of crude oil onto barges. The appeals allege that both the loading of crude oil onto barges and the operation of the Delaware City rail unloading terminal violate Delaware's Coastal Zone Act. The first appeal is Number 2013...

  • Page 37
    ...of standing. Sierra Club and Delaware Audubon have appealed that decision to the Delaware Superior Court, New Castle County, Case No. N13A-09-001 ALR, and Delaware City Refining and the State have filed cross-appeals. Briefs are due to be filed in this appeal in the first quarter of 2014 but no date...

  • Page 38
    ... materials used or produced in our operations and that we provide this information to employees, state and local governmental authorities, and local residents. Failure to comply with OSHA requirements, including general industry standards, process safety standards and control of occupational...

  • Page 39
    ... to our acquisition of Paulsboro on December 17, 2010. With the further acquisition of Toledo, the re-start of Delaware City, our IPO and construction of our rail facilities, we have experienced rapid growth in a short period of time. Continued expansion may strain our resources and force management...

  • Page 40
    ... permit Delaware City Refining Company LLC ("DCR") obtained to allow loading of crude oil onto barges. The appeals allege that both the loading of crude oil onto barges and the operation of the Delaware City rail unloading terminal violate Delaware's Coastal Zone Act. The first appeal is Number 2013...

  • Page 41
    ... is our interest in PBF LLC. Accordingly, we depend upon distributions from PBF LLC and its subsidiaries to pay our taxes, meet our other obligations and/or pay dividends in the future. We are a holding company and all of our operations are conducted through subsidiaries of PBF Holding. We have no...

  • Page 42
    ..., Blackstone and First Reserve may have different tax positions which could influence their positions, including regarding whether and when we dispose of assets and whether and when we incur new or refinance existing indebtedness, especially in light of the existence of the tax receivable agreement...

  • Page 43
    ... of PBF LLC, including PBF Energy. If PBF Energy does not have taxable income, PBF Energy generally is not required (absent a change of control or circumstances requiring an early termination payment) to make payments under the tax receivable agreement for that taxable year because no benefit will...

  • Page 44
    ... or exchanges of PBF LLC Series A Units and (ii) certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. The requirements of being a public company may strain our resources and distract...

  • Page 45
    ... or any contractual agreements with our existing owners or otherwise to declare or pay any dividends or other distributions (other than the obligations of PBF LLC to make tax distributions to its members). Our board of directors may take into account, among other things, general economic conditions...

  • Page 46
    ... or anticipated operating results or dividends, if any, to stockholders; changes in, or failure to meet, earnings estimates of securities analysts; market conditions in the oil refining industry; the impact of disruptions to crude or feedstock supply to any of our refineries, including disruptions...

  • Page 47
    ... permit Delaware City Refining Company LLC ("DCR") obtained to allow loading of crude oil onto barges. The appeals allege that both the loading of crude oil onto barges and the operation of the Delaware City rail unloading terminal violate Delaware's Coastal Zone Act. The first appeal is Number 2013...

  • Page 48
    ... any contractual agreements with PBF LLC's existing owners or otherwise to declare or pay any dividends or other distributions (other than the obligations of PBF LLC to make tax distributions to its members). PBF Energy's board of directors may take into account, among other things, general economic...

  • Page 49
    ... our cash flow from operations and, as a result, we do not expect to incur any indebtedness or to use the proceeds from equity offerings to fund such payments. PBF Energy is a holding company and has no material assets other than its ownership interests of PBF LLC. In order for PBF Energy to pay any...

  • Page 50
    ..., 2013. Our peer group consists of the following companies that are engaged in refining operations in the U.S.: Alon USA Energy, Inc.; CVR Energy Inc.; Delek US Holdings, Inc.; HollyFrontier Corporation; Marathon Petroleum Corporation; Phillips 66; Tesoro Corporation; Valero Energy Corporation; and...

  • Page 51
    ... Act. We received no other consideration in connection with these exchanges. No exchanges were made by any of our directors, executive officers or entities affiliated with Blackstone or First Reserve. Additionally, on January 6, 2014, Blackstone and First Reserve completed a public offering of 15...

  • Page 52
    ... financial results of PBF Energy. In addition, general and administrative expenses for PBF Energy for the year ended December 31, 2013 include a charge of $8.5 million associated with a change in the tax receivable agreement liability. Total assets for PBF Energy include deferred tax assets which do...

  • Page 53
    Year Ended December 31, 2013 2012 2011 2010 2009 (3) Statement of operations data: Revenues (1) Costs and expenses: Cost of sales, excluding depreciation Operating expenses, excluding depreciation General and administrative expenses Gain on sale of asset Acquisition-related expenses (2) ...

  • Page 54
    ... to Paulsboro as PBF LLC's "Predecessor" or "Predecessor Paulsboro," as prior to its acquisition PBF LLC generated substantially no revenues and prior to the acquisition of Paulsboro and the Delaware City assets, was a new company formed to pursue acquisitions of crude oil refineries and downstream...

  • Page 55
    ...,205 42,582 467,623 20,122 $ $ $ (1) Operating revenues consist of refined products sold from Paulsboro to Valero that were recorded at intercompany transfer prices, which were market prices adjusted by quality, location, and other differentials on the date of the sale. (2) Cost of sales consist...

  • Page 56
    ...of products located at the Paulsboro and Delaware City refineries' storage tanks upon termination of these agreements; • restrictive covenants in our indebtedness that may adversely affect our operational flexibility; • payments to the holders of PBF LLC Series A Units and PBF LLC Series B Units...

  • Page 57
    ... the foregoing. Explanatory Note This consolidated Form 10-K is filed by PBF Energy Inc., PBF Holding Company LLC and PBF Finance Corporation. Each Registrant hereto is filing on its own behalf all of the information contained in this report that relates to such Registrant. Each Registrant hereto is...

  • Page 58
    ... North America. We currently own and operate three domestic oil refineries and related assets located in Delaware City, Delaware, Paulsboro, New Jersey, and Toledo, Ohio, which we acquired in 2010 and 2011. Our refineries have a combined processing capacity, known as throughput, of approximately 540...

  • Page 59
    ... 1, 2011. Toledo has a throughput capacity of 170,000 bpd and a Nelson Complexity Index of 9.2. Toledo processes a slate of light, sweet crudes from Canada, the Midcontinent, the Bakken region and the U.S. Gulf Coast. The Toledo refinery is located on a 282-acre site near Toledo, Ohio, approximately...

  • Page 60
    ... Energy, had the right to receive a portion of the proceeds of the sale of the PBF Energy Class A common stock by Blackstone and First Reserve. As of December 31, 2013, Blackstone and First Reserve and our executive officers and directors and certain employees beneficially owned 57,201,674 PBF LLC...

  • Page 61
    ... In assessing our operating performance, we compare the refining margins (revenue less materials cost) of each of our refineries against a specific benchmark industry refining margin based on a crack spread. Benchmark refining margins take into account both crude and refined petroleum product prices...

  • Page 62
    ... at the Delaware City refinery, including the expansion of the crude rail unloading facilities that was completed in February 2013 and is capable of discharging approximately 110,000 bpd, consisting of 40,000 bpd of heavy crude oil and 70,000 bpd of light crude oil. However, due to greater operating...

  • Page 63
    ... of Delaware City revenues are generated off NYH-based market prices. The Delaware City refinery's realized gross margin on a per barrel basis has historically differed from the Dated Brent (NYH) 2-1-1 benchmark refining margin due to the following factors: • the Delaware City refinery processes...

  • Page 64
    ... oil and represent approximately 6% to 7.5% of our total production volume; and the Paulsboro refinery produces Group I lubricants which, through an extensive production process, have a low volume yield which limits the volume expansion on crude inputs. Toledo Refinery. The benchmark refining...

  • Page 65
    ... tax receivable agreement liability. PBF Holding's interest expense also includes interest related to an intercompany note with PBF Energy, which is eliminated in consolidation. Year Ended December 31, 2013 2012 2011 Revenue Cost of sales, excluding depreciation Gross refining margin (1) Operating...

  • Page 66
    ... PBF Energy's equity interest in PBF LLC's pre-tax income, less applicable income taxes, of approximately 24.4% prior to the June 2013 Secondary Offering and approximately 40.9% subsequent to the June 2013 Secondary Offering. Net income for PBF Holding, which does not include income tax benefits...

  • Page 67
    ... shipments of WTI based crudes from the Bakken and Western Canada. A reduction in the Dated Brent/Maya crude differential, our proxy for the light/heavy crude differential, has a negative impact on our East Coast refineries, which can process a large slate of medium and heavy, sour crude oil that is...

  • Page 68
    ... LLC generally made distributions to its members, per the terms of the PBF LLC limited liability agreement, related to such taxes. Effective with the completion of the initial public offering of PBF Energy, we recognize an income tax expense or benefit in our consolidated financial statements based...

  • Page 69
    PBF Energy's allocable share of PBF LLC's pre-tax income (loss), which was approximately 24.4% prior to the June 2013 Secondary Offering and 40.9% subsequent to the June 2013 Secondary Offering. We do not recognize any income tax expense or benefit related to the noncontrolling interest of the other...

  • Page 70
    ... 2012 than in 2011. A reduction in the Dated Brent/Maya crude differential, our proxy for the light/heavy crude differential, has a negative impact on Paulsboro and Delaware City as both refineries process a large slate of medium and heavy, sour crude oil that is priced at a discount to light, sweet...

  • Page 71
    ... terms of the PBF LLC limited liability agreement, related to such taxes. Effective with the completion of the initial public offering of PBF Energy, we recognize an income tax expense or benefit in our consolidated financial statements based on our allocable share of PBF LLC's pre-tax income (loss...

  • Page 72
    ... of all PBF LLC Series A Units. Income Taxes. Prior to the initial public offering, we were organized as a limited liability company treated as a "flow-through" entity for income tax purposes, and even after our IPO, not all of our earnings are subject to corporate-level income taxes. Adjustments...

  • Page 73
    ... 31, 2013 2012 2011 Net income attributable to PBF Energy Inc. Add: IPO-related expenses Add: Net income attributable to the noncontrolling interest(2) Less: Income tax expense(3) Adjusted pro forma net income Diluted weighted-average shares outstanding of PBF Energy Inc. (4) Conversion of PBF LLC...

  • Page 74
    ... 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 equity-based compensation expense, gains (losses) from certain derivative activities and contingent consideration and the non-cash...

  • Page 75
    ...the change in the tax receivable agreement liability for the year ended December 31, 2013 and includes $423 of interest expense related to the intercompany notes payable between PBF Holding and PBF Energy for the year ended December 31, 2013. (1) Liquidity and Capital Resources Overview Our primary...

  • Page 76
    ... and amortization of $118.0 million, change in deferred income taxes of $16.7 million, pension and other post retirement benefits costs of $16.7 million, change in the tax receivable agreement liability of $8.5 million and stock-based compensation of $3.8 million, partially offset by the change in...

  • Page 77
    ... to the Toledo acquisition of $21.4 million and $1.0 million for deferred financing costs offset by $15.0 million of net proceeds from revolver borrowings, $14.3 million in proceeds from sale of catalyst and $1.8 million exercise of Series A options and warrants of PBF Energy Company LLC. For the...

  • Page 78
    ...related to the foregoing, all general intangibles, chattel paper, instruments, documents, letter of credit rights and supporting obligations; and all products and proceeds of the foregoing. Letter of Credit Facility PBF Holding, Paulsboro Refining and Delaware City Refining were party to a letter of...

  • Page 79
    ... have acquired crude oil for our Paulsboro and Delaware City refineries under supply agreements whereby Statoil generally purchases the crude oil requirements for each refinery on our behalf and under our direction. Our agreement with Statoil for Paulsboro was terminated effective March 31, 2013, at...

  • Page 80
    ... of our product offtake agreements on July 1, 2013, our Paulsboro and Delaware City refineries sold their light finished products, certain intermediates and lube base oils to MSCG. Legal title transferred to MSCG as the products left the process units and entered the refinery storage facilities. On...

  • Page 81
    ... improvements at the refinery and the continued expansion of the rail unloading facilities at our Delaware City refinery. We are pursuing capital project opportunities designed to increase the profitability of our Toledo refinery. These projects are expected to improve crude sourcing and flexibility...

  • Page 82
    ...or natural gas to certain of our refineries, contracts for the treatment of wastewater, and contracts for pipeline capacity. We enter into these contracts to ensure an adequate supply of energy or essential services to support our refinery operations. Substantially all of these obligations are based...

  • Page 83
    ... to the extent tax basis is allocated to those capital assets. We have entered into a tax receivable agreement with the members of PBF LLC other than PBF Energy that provides for the payment by PBF Energy to our previous owners of 85% of the amount of the benefits, if any, that PBF Energy is deemed...

  • Page 84
    ...services have been provided. Prior to July 1, 2013, the Company's Paulsboro and Delaware City refineries sold light finished products, certain intermediates and lube base oils to MSCG under product offtake agreements with each refinery (the "Offtake Agreements"). On a daily basis, MSCG purchased and...

  • Page 85
    ... its subsidiaries' approval. As of July 1, 2013, the Company terminated the Offtake Agreements for the Company's Paulsboro and Delaware City refineries. The Company entered into two separate Inventory Intermediation Agreements with J. Aron on June 26, 2013 which commenced upon the termination of the...

  • Page 86
    for Paulsboro terminated effective March 31, 2013, at which time we began to source crude oil and feedstocks internally. For the period from March 1, 2011 through May 31, 2011, our Toledo refinery acquired substantially all of its crude oil from MSCG under a crude oil acquisition agreement whereby ...

  • Page 87
    ...for the effect of changes in tax laws or rates on the date of enactment. Pursuant to the tax receivable agreement we entered into at the time of our initial public offering, we are required to pay PBF LLC Series A Unit holders, who exchange their units for PBF Energy stock or whose units we purchase...

  • Page 88
    ... of Directors. Accordingly, Blackstone may be deemed an "affiliate" of PBF Energy, as that term is defined in Exchange Act Rule 12b-2. We received notice from Blackstone that it has included the disclosures described below in its SEC filings pursuant to ITRA regarding one of its portfolio companies...

  • Page 89
    .... The crude supply agreement with MSCG for our Toledo refinery allows us to price and pay for our crude oil as it is processed at that refinery. In addition, the products offtake agreements with MSCG for our Delaware City and Paulsboro refineries that were terminated effective July 1, 2013, allowed...

  • Page 90
    ...Statoil and MSCG crude oil agreements and J. Aron Inventory Intermediation Agreements under which we pay a time value of money charge based on LIBOR. ...reports that we file or furnish under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC...

  • Page 91
    ... be disclosed on the Company's website. See also Executive Officers of the Registrant under "Item 1. Business" of this Annual Report on Form 10K. ITEM 11. EXECUTIVE COMPENSATION The information required under this Item will be contained in our 2014 Proxy Statement, incorporated herein by reference...

  • Page 92
    ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required under this Item will be contained in our 2014 Proxy Statement, incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required under this Item will ...

  • Page 93
    ... Agreement of PBF Energy Inc. dated as of December 12, 2012 (Incorporated by reference to Exhibit 4.1 filed with PBF Energy Inc.'s Current Report on Form 8-K dated December 18, 2012 (File No. 001-35764)) Indenture, dated as of February 9, 2012, among PBF Holding Company LLC, PBF Finance Corporation...

  • Page 94
    ... and Paulsboro Refining Company LLC. (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.'s June 30, 2013 Form 10-Q (File No. 001-35764)) Inventory Intermediation Agreement dated as of June 26, 2013 (as amended) between J. Aron & Company and PBF Holding Company LLC and Delaware City...

  • Page 95
    ....4 filed with PBF Energy Inc.'s Current Report on Form 8-K dated December 18, 2012 (File No. 001-35764)) Second Amended and Restated Employment Agreement dated as of December 17, 2012, between PBF Investments LLC and Thomas D. O'Malley (Incorporated by reference to Exhibit 10.7 filed with PBF Energy...

  • Page 96
    ...Oxley Act of 2002 Certification by 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 Certification by Chief Executive Officer of PBF Energy Inc. pursuant to 18 U.S.C. Section 1350, as adopted...

  • Page 97
    PBF ENERGY INC. AND PBF HOLDING COMPANY LLC INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firm PBF Energy Inc. Consolidated Balance Sheets as of December 31, 2013 and 2012 Consolidated Statements of Operations For the Years Ended December 31, 2013, ...

  • Page 98
    ... and the Board of Directors of PBF Energy Inc. and subsidiaries We have audited the accompanying consolidated balance sheets as of December 31, 2013 and 2012 of PBF Energy Inc. and subsidiaries (the "Company") and the related combined and consolidated statements of operations, comprehensive income...

  • Page 99
    ... Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2013 of the Company and our report dated February 21, 2014 expressed an unqualified opinion on those financial statements. /s/ Deloitte & Touche LLP Parsippany, New Jersey February...

  • Page 100
    ... Member and Board of Directors of PBF Holding Company LLC and subsidiaries We have audited the accompanying consolidated balance sheets of PBF Holding Company LLC and subsidiaries (the "Company") as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive...

  • Page 101
    ...413,808 $ 1,635,587 112,862 197,349 4,253,702 LIABILITIES AND EQUITY Current liabilities: Accounts payable Accrued expenses Payable to related parties pursuant to tax receivable agreement Current portion of long-term debt Deferred revenue Total current liabilities $ 402,293 1,209,881 12,541 12,029...

  • Page 102
    PBF ENERGY INC. CONSOLIDATED STATEMENTS OF OPERATIONS (COMBINED AND CONSOLIDATED WITH PBF ENERGY COMPANY LLC AND SUBSIDIARIES) (in thousands, except share and per share data) 2013 Revenues Cost and expenses: Cost of sales, excluding depreciation Operating expenses, excluding depreciation General ...

  • Page 103
    ... (COMBINED AND CONSOLIDATED WITH PBF ENERGY COMPANY LLC AND SUBSIDIARIES) (in thousands) 2013 Net income Other comprehensive (loss) income: Unrealized (loss) gain on available for sale securities Net loss on pension and other postretirement benefits Total other comprehensive loss Comprehensive...

  • Page 104
    ... based compensation Dividends Record effect of Secondary Offering on deferred tax assets and liabilities and tax receivable agreement obligation Effects of Secondary Offering Exchange of PBF Energy Company LLC Series A Units for Class A common stock Noncontrolling Interest Balance, December 31, 2013...

  • Page 105
    ... AND CONSOLIDATED WITH PBF ENERGY COMPANY LLC AND SUBSIDIARIES) (in thousands) Year Ended December 31, 2013 Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization Stock-based compensation Change in fair...

  • Page 106
    ...OF CASH FLOWS (Continued) (COMBINED AND CONSOLIDATED WITH PBF ENERGY COMPANY LLC AND SUBSIDIARIES) (in thousands) Year Ended December 31, 2013 Supplemental cash flow disclosures Non-cash activities: Promissory not issued for Toledo refinery acquisition Seller note issued for acquisition of inventory...

  • Page 107
    PBF HOLDING COMPANY LLC CONSOLIDATED BALANCE SHEETS (in thousands) December 31, 2013 ASSETS Current assets: Cash and cash equivalents Accounts receivable Due from related party Inventories Prepaid expense and other current assets Total current assets Property, plant and equipment, net Deferred ...

  • Page 108
    PBF HOLDING COMPANY LLC CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands) Year ended December 31, 2013 2012 2011 Revenues Costs and expenses: Cost of sales, excluding depreciation Operating expenses, excluding depreciation General and administrative expenses Gain on sale of assets Acquisition ...

  • Page 109
    PBF HOLDING COMPANY LLC CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Year ended December 31, 2013 2012 2011 Net income Other comprehensive income (loss): Unrealized (loss) gain on available for sale securities Net loss on pension and other postretirement benefits Total other ...

  • Page 110
    PBF HOLDING COMPANY LLC CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (IN THOUSANDS) Accumulated Other Comprehensive Loss Member's Equity Retained Earnings Total Balance at January 1, 2011 Member contributions Stock based compensation Net income Other comprehensive income Balance at December 31, ...

  • Page 111
    PBF HOLDING COMPANY LLC CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years Ended December 31, 2013 Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization Stock-based compensation Change in fair ...

  • Page 112
    PBF HOLDING COMPANY LLC CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (in thousands) Years Ended December 31, 2013 Supplemental cash flow disclosures Non-cash activities: Promissory not issued for Toledo refinery acquisition Seller note issued for acquisition of inventory Fair value of Toledo ...

  • Page 113
    ... LLC, Delaware Pipeline Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Paulsboro Natural Gas Pipeline Company LLC and Toledo Refining Company LLC are PBF LLC's principal operating subsidiaries and are all wholly-owned subsidiaries of PBF Holding. Collectively, PBF Energy...

  • Page 114
    ... was no change in carrying value of PBF LLC's assets and liabilities as a result of the IPO or the IPO-related reorganization transactions. Additionally, on June 12, 2013, Blackstone and First Reserve completed a public offering of 15,950,000 shares of PBF Energy Class A common stock at a price of...

  • Page 115
    .... As the sole managing member of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF LLC and its subsidiaries. In connection with the Secondary Offering, Blackstone and First Reserve exchanged 15,950,000 Series A Units of PBF LLC for an equivalent number of shares of...

  • Page 116
    ... is allocated to those capital assets. PBF Energy entered into a tax receivable agreement with the PBF LLC Series A Unit holders (the "Tax Receivable Agreement") that provides for the payment by PBF Energy to the PBF LLC Series A Unit holders of an amount equal to 85% of the amount of the benefits...

  • Page 117
    ...Toledo refinery also sells its products through short-term contracts or on the spot market. Prior to June 30, 2013, the Company's Paulsboro and Delaware City refineries sold light finished products, certain intermediates and lube base oils to MSCG under products offtake agreements with each refinery...

  • Page 118
    ... July 1, 2013, the Company terminated the Offtake Agreements for the Company's Paulsboro and Delaware City refineries. The Company entered into two separate inventory intermediation agreements ("Inventory Intermediation Agreements") with J. Aron & Company ("J. Aron") on June 26, 2013 which commenced...

  • Page 119
    PBF ENERGY INC. AND PBF HOLDING COMPANY LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) The Company's Delaware City refinery acquires a portion of its crude oil from Statoil under the Crude Supply Agreements as did the Paulsboro ...

  • Page 120
    .... Stock-Based Compensation Stock-based compensation includes the accounting effect of options to purchase PBF Energy Class A common stock granted by the Company to certain employees, Series A warrants issued or granted by PBF LLC to employees in connection with their acquisition of PBF LLC Series...

  • Page 121
    ... tax benefits attributable to payments under the tax receivable agreement. As a result of these transactions, PBF Energy's tax basis in its share of PBF LLC's assets will be higher than the book basis of these same assets. This resulted in a deferred tax asset of $310,132 as of December 31, 2013...

  • Page 122
    ... prices in an active market or Level 2 inputs based on quoted market prices for similar instruments. The Company's catalyst lease obligation and derivatives related to the Company's crude oil and feedstocks and refined product purchase obligations are measured and recorded at fair value using Level...

  • Page 123
    ... is not included in the Company's consolidated financial statements. 3. ACQUISITIONS Toledo Acquisition On March 1, 2011, a subsidiary of the Company completed the acquisition of the Toledo refinery in Ohio from Sunoco. The Toledo refinery has a crude oil throughput capacity of 170,000 barrels per...

  • Page 124
    ...,084 24,640 (5,616) 784,818 $ The Company's consolidated financial statements for the years ended December 31, 2013, 2012 and 2011 include the results of operations of the Toledo refinery since March 1, 2011. The actual results for the Toledo refinery for the period from March 1, 2011 to December...

  • Page 125
    ... PBF HOLDING COMPANY LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) 4. INVENTORIES Inventories consisted of the following: December 31, 2013 Inventory Supply and Offtake Arrangements $ 89,837 378,286 - $ 468,123 Crude oil and...

  • Page 126
    PBF ENERGY INC. AND PBF HOLDING COMPANY LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) The Company commenced the restart of the Delaware City refinery during June 2011 and began depreciating the assets placed in service ...

  • Page 127
    ... deposits Accrued interest Renewable energy credit obligations Accrued salaries and benefits Income taxes payable Fair value of contingent consideration for refinery acquisition Other $ PBF Holding Accrued expenses consisted of the following: December 31, 2013 Inventory-related accruals Inventory...

  • Page 128
    ... and restarting of the Delaware City refinery, expend at least $125,000 in qualified capital expenditures, commence refinery operations, and maintain certain employment levels, all as defined in the agreement. In February 2013 and October 2013, the Company received confirmation from the Authority...

  • Page 129
    ..., equity issuances, and payments. PBF Holding is in compliance with the covenants as of December 31, 2013. Delaware City Construction Financing In October 2010, subsidiaries of the Company entered into a project management and financing agreement for a capital project at the Delaware City refinery...

  • Page 130
    ... catalyst for the Company's Toledo refinery in connection with its planned turnaround in 2014. Proceeds from the lease were $12,034. The lease fee is $150, based on a fixed annual interest rate of 1.85%, payable at maturity. The lease matures on July 28, 2014. The Delaware City catalyst lease was...

  • Page 131
    PBF ENERGY INC. AND PBF HOLDING COMPANY LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS,...38,099 Defined benefit pension plan liabilities Post retiree medical plan Environmental liabilities Other PBF Holding Other long-term liabilities consisted of the following: December 31, 2013 $ 28,...

  • Page 132
    ... relating to petroleum coke and commercial operations. For the years ended December 31, 2013, 2012 and 2011, the Company incurred charges of $646, $903 and $462, respectively, under this agreement. The Company has an agreement with the Executive Chairman of the Board of Directors, for the use of an...

  • Page 133
    ... automatic annual renewals, unless canceled. Under some of the agreements, certain of the executives would receive a lump sum payment of between one and a half to 2.99 times their base salary and continuation of certain employee benefits for the same period upon termination by the Company "Without...

  • Page 134
    ... were filed by the Sierra Club and Delaware Audubon regarding a permit Delaware City Refining Company LLC ("Delaware City Refining") obtained to allow loading of crude oil onto barges. The appeals allege that both the loading of crude oil onto barges and the operation of the Delaware City rail...

  • Page 135
    PBF ENERGY INC. AND PBF HOLDING COMPANY LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. For purposes of the Tax Receivable ...

  • Page 136
    ...units Exchange of Series A Units for Class A common stock of PBF Energy Inc. Balance-December 31, 2012 Issuances of restricted stock Exercise of warrants and options Secondary offering transaction Balance-June 12, 2013 Issuances of restricted stock Exercise of warrants and options Exchange of Series...

  • Page 137
    ... the IPO of PBF Energy. A total of 205,000 and 620,000 options to purchase PBF LLC Series A units were granted to certain employees, management and directors in 2012 and 2011, respectively. Options vest over equal annual installments on each of the first three anniversaries of the grant date subject...

  • Page 138
    PBF ENERGY INC. AND PBF HOLDING COMPANY LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) The following table summarizes activity for PBF LLC Series A compensatory warrants and options for the years ended December 31, 2013, 2012 ...

  • Page 139
    ... shares of PBF Energy Class A common stock were granted to certain employees and management of the Company in the year ended December 31, 2013 and 2012, respectively. The PBF Energy options vest over equal annual installments on each of the first four anniversaries of the grant date subject to...

  • Page 140
    ...assets and benefit obligations are measured as of the balance sheet date. The non-union Delaware City employees and all Paulsboro and Toledo employees became eligible to participate in the Company's defined benefit plans as of the respective acquisition dates. The union Delaware City employees F- 44

  • Page 141
    PBF ENERGY INC. AND PBF HOLDING COMPANY LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) became eligible to participate in the Company's defined benefit plans upon commencement of normal operations. The Company did not assume any ...

  • Page 142
    PBF ENERGY INC. AND PBF HOLDING COMPANY LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) Benefit payments, which reflect expected future services, that the Company expects to pay are as follows for the years ended December 31: ...

  • Page 143
    PBF ENERGY INC. AND PBF HOLDING COMPANY LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) The pre-tax amounts in accumulated other comprehensive loss as of December 31, 2013 and 2012 that have not yet been recognized as components ...

  • Page 144
    ... by the U.S. government and its agencies, corporate bonds, and mortgage-backed securities. The aggregate asset allocation is reviewed on an annual basis. The overall expected long-term rate of return on plan assets for the Qualified Plan is based on the Company's view of long-term expectations and...

  • Page 145
    ... to the IPO or any benefit or provision for income taxes on the pre-tax income or loss attributable to the noncontrolling interest in PBF LLC. The income tax provision in the PBF Energy consolidated financial statements of operations consists of the following: Year Ended December 31, 2013 Year...

  • Page 146
    ... PBF HOLDING COMPANY LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) The difference between the PBF Energy's effective income tax rate and the United States statutory rate is reconciled below: Year Ended December 31, 2013 Year...

  • Page 147
    ...United States Federal New Jersey Michigan Delaware Indiana Pennsylvania New York PBF Energy does not have any unrecognized tax benefits. PBF Holding PBF Holding is a limited liability company treated as a "flow-through" entity for income tax purposes. Accordingly there is no benefit or provision for...

  • Page 148
    ... outstanding PBF LLC Series A Units to Class A common stock of PBF Energy as of the date of the IPO. The net income attributable to PBF Energy, used in the numerator of the diluted earnings per share calculation is adjusted to reflect the net income, as well as the corresponding income tax (based on...

  • Page 149
    PBF ENERGY INC. AND PBF HOLDING COMPANY LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, ... 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. Non-qualified pension plan...

  • Page 150
    PBF ENERGY INC. AND PBF HOLDING COMPANY LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) • The commodity contracts categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted prices in an active...

  • Page 151
    ...volatility of certain refinery inventory. The fair value of these purchase obligation derivatives is based on market prices of crude oil and refined products in the future. The level of activity for these derivatives is based on the level of operating inventories. As of December 31, 2013, there were...

  • Page 152
    PBF ENERGY INC. AND PBF HOLDING COMPANY LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) The Company.... As of December 31, 2013, there were 43,199,000 barrels of crude oil and no barrels of refined products (9,234,000 and 1,310...

  • Page 153
    PBF ENERGY INC. AND PBF HOLDING COMPANY LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN ...2013: Crude oil and feedstock inventory Intermediate and refined product inventory For the year ended December 31, 2012: Crude oil and feedstock inventory For the year ended December 31, 2011 Crude oil...

  • Page 154
    ... of our Class A common stock, which increased PBF Energy's interest in PBF LLC to approximately 56.4%. Completion of the January 2014 Secondary Offering is estimated to increase our tax receivable agreement liability to $439.6 million due to the tax benefit expected to be generated as a result of...

  • Page 155
    ... CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING PBF Services Company, Delaware City Refining Company LLC, Delaware Pipeline Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Paulsboro Natural Gas Pipeline Company LLC, Toledo Refining Company LLC and PBF Investments LLC are 100...

  • Page 156
    PBF ENERGY INC. AND PBF HOLDING COMPANY LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) 23. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONSOLIDATING BALANCE SHEET December 31, 2013 Guarantor Subsidiaries NonGuarantor ...

  • Page 157
    PBF ENERGY INC. AND PBF HOLDING COMPANY LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) 23. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONSOLIDATING BALANCE SHEET December 31, 2012 NonGuarantor Subsidiaries Combining and ...

  • Page 158
    PBF ENERGY INC. AND PBF HOLDING COMPANY LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) 23. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME Year Ended December 31,...

  • Page 159
    PBF ENERGY INC. AND PBF HOLDING COMPANY LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) 23. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME Year Ended December 31,...

  • Page 160
    PBF ENERGY INC. AND PBF HOLDING COMPANY LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) 23. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONSOLIDATING STATEMENT OF OPERATIONS...from operations Other income (expense): Equity in ...

  • Page 161
    PBF ENERGY INC. AND PBF HOLDING COMPANY LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) 23. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONSOLIDATING STATEMENT OF CASH FLOW Year Ended December 31, 2013 NonGuarantor ...

  • Page 162
    PBF ENERGY INC. AND PBF HOLDING COMPANY LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA) 23. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONSOLIDATING STATEMENT OF CASH FLOW Year Ended December 31, 2012 NonGuarantor ...

  • Page 163
    ... Inventories Other current assets Accounts payable Accrued expenses Deferred revenue Other assets and liabilities Net cash from operating activities Cash flows from investing activities Acquisition of the Toledo Refinery, net of cash received for sale of assets Expenditures for property, plant and...

  • Page 164
    ...data for the years ended December 31, 2013 and 2012 (in thousands, except per share amounts). 2013 Quarter Ended March 31 June 30 September 30 December 31 Revenues Income (loss) from operations Net income (loss) Net income attributable to PBF Energy Inc. Earnings per common share -assuming dilution...

  • Page 165
    ... this report to be signed on its behalf by the undersigned, thereunto duly authorized. PBF ENERGY INC. (Registrant) By: /s/ Thomas J. Nimbley (Thomas J. Nimbley) Chief Executive Officer (Principal Executive Officer) Date: February 21, 2014 POWER OF ATTORNEY Each of the officers and directors of PBF...

  • Page 166
    Signature Title Date /s/ Timothy H. Day (Timothy H. Day) /s/ David I. Foley (David I. Foley) /s/ Dennis Houston (Dennis Houston) /s/ Edward F. Kosnik (Edward F. Kosnik) /s/ Neil A. Wizel (Neil A. Wizel) Director February 21, 2014 Director February 21, 2014 Director February 21, 2014 ...

  • Page 167
    ...this report to be signed on its behalf by the undersigned, thereunto duly authorized. PBF HOLDING COMPANY LLC (Registrant) By: /s/ Thomas J. Nimbley (Thomas J. Nimbley) Chief Executive Officer (Principal Executive Officer) Date: February 21, 2014 POWER OF ATTORNEY Each of the officers and directors...

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