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

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

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

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

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Insight


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
June 30, 2022, we own and operate six domestic oil refineries and related
assets. Based on the current configuration our refineries have a combined
processing capacity, known as throughput, of approximately 1,000,000 barrels per
day ("bpd"), and a weighted-average Nelson Complexity Index of 13.2 based on
current operating conditions. The complexity and throughput capacity of our
refineries are subject to change dependent upon configuration changes we make to
respond to market conditions, as well as a result of investments made to improve
our facilities and maintain compliance with environmental and governmental
regulations. We operate in two reportable business segments: Refining and
Logistics. Our six oil refineries are all engaged in the refining of crude oil
and other feedstocks into petroleum products, and are aggregated into the
Refining segment. PBFX operates certain logistics assets such as crude oil and
refined petroleum products terminals, pipelines, and storage facilities, which
are aggregated into the Logistics segment.

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

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


________

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

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


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

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As of June 30, 2022, PBF Energy owned 121,945,632 PBF LLC Series C Units and our
current and former executive officers and directors and certain employees and
others held 910,457 PBF LLC Series A Units (we refer to all of the holders of
the PBF LLC Series A Units as "the members of PBF LLC other than PBF Energy").
As a result, the holders of our issued and outstanding shares of our PBF Energy
Class A common stock have approximately 99.3% of the voting power in us, and the
members of PBF LLC other than PBF Energy through their holdings of Class B
common stock have approximately 0.7% of the voting power in us (99.2% and 0.8%
as of December 31, 2021, respectively).

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Business developments

Recent significant business developments that affect us are described below.

Ongoing merger with PBFX


On July 27, 2022, we entered into a definitive agreement with PBFX (the "Merger
Agreement") (the Merger Agreement and the transactions contemplated thereby are
referred to herein as the "Merger Transaction") pursuant to which we will
acquire all of the publicly held common units in PBFX representing limited
partner interests in the MLP not already owned by us.

The consideration to the PBFX common unitholders (other than us and our
affiliates) under the Merger Transaction consists of cash and PBF Energy Class A
common stock. The holders of each outstanding PBFX common unit will receive cash
consideration of $9.25 and 0.27 shares of PBF Energy Class A common stock for
each PBFX common unit. We, as the beneficial owner of 47.7% of PBFX's
outstanding common units, have committed to vote such units to approve the
transaction.

The terms of the Merger Transaction were unanimously approved by the Conflicts
Committee and by the PBFX Board (all as defined in "Note 17 - Subsequent Events"
of our Notes to Condensed Consolidated Financial Statements), based on the
unanimous approval and recommendation of the Conflicts Committee, which is
comprised entirely of independent directors. Upon closing, PBFX will become our
indirect wholly-owned subsidiary.

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

Evolution of market


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

We also remain focused on enhancing the profitability and reliability of our
core operations. Our full-year refining capital expenditures are expected to
range from $500.0 million to $550.0 million. We continue to focus on capital
discipline, with turnaround and other mandatory spend accounting for the
majority of total planned refining capital expenses for 2022. We will be
responsive in regards to the pace of capital expenditures and scope of
turnarounds depending on market conditions.

Renewable diesel project


We continue to advance on our project for a renewable fuels production facility
co-located at our Chalmette refinery. The project incorporates certain idled
assets at the refinery, including an idle hydrocracker, along with a
newly-constructed pre-treatment unit to establish a 20,000 barrel per day
renewable diesel production facility. During the second quarter of 2022, we
invested approximately $52.0 million in incremental capital to continue to
progress and incubate the project with the goal of being in production in the
first half of 2023. Concurrently with our activities to progress the project, we
are continuing discussions with potential strategic and financial partners.


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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.

Evolution of market


The impact of the unprecedented global health and economic crisis sparked by the
COVID-19 pandemic at the end of the quarter ended March 31, 2020, created a
shock in oil demand resulting in an economic challenge to our industry which has
not occurred since our formation. This resulted in significant demand reduction
for our refined products and atypical volatility in oil commodity prices. The
demand for these products started to rebound in 2021 and continued to improve in
the three and six months ended June 30, 2022. Additionally, refining margins
improved in the first half of 2022 as a result of global supply disruption.

Debts and credit facilities

Senior Notes


During the three months ended June 30, 2022, we made a number of open market
repurchases of our 6.00% senior unsecured notes due 2028 (the "2028 Senior
Notes") and 7.25% senior unsecured notes due 2025 (the "2025 Senior Notes") that
resulted in the extinguishment of $24.9 million in principal of the 2028 Senior
Notes and $5.0 million in principal of the 2025 Senior Notes. Total cash
consideration paid to repurchase the principal amount outstanding of the 2028
Senior Notes and the 2025 Senior Notes, excluding accrued interest, totaled
$25.9 million and we recognized a $3.8 million gain on the extinguishment of
debt during the three and six months ended June 30, 2022.

Revolving credit facility


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

In the six months ended June 30, 2022we made net refunds of
$900.0 million on the revolving credit facility, which resulted in no outstanding borrowings June 30, 2022. There was $900.0 million of outstanding borrowings under the Revolving Credit Facility at December 31, 2021.

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PBFX Revolving Credit Facility

In the six months ended June 30, 2022PBFX made net redemptions of
$70.0 million on the five-year PBFX, $500.0 million Amended and Restated Revolving Credit Facility (the “PBFX Revolving Credit Facility”) resulting in outstanding borrowings at June 30, 2022 of $30.0 million. There was
0.0 million of the outstanding borrowings under the PBFX revolving credit facility at December 31, 2021.

Agreement on tax claims


As of June 30, 2022, PBF Energy recognized a liability for the Tax Receivable
Agreement of $334.8 million ($48.3 million as of December 31, 2021) reflecting
the estimate of the undiscounted amounts that the Company expected to pay under
the agreement, net of the impact of a deferred tax asset valuation allowance
recognized in accordance with Financial Accounting Standards Board, Accounting
Standards Codification ("ASC") 740, Income Taxes ("ASC 740"). As future taxable
income is recognized, increases in our Tax Receivable Agreement liability may be
necessary in conjunction with the revaluation of deferred tax assets.

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Operating results


The tables below reflect our consolidated financial and operating highlights for
the three and six months ended June 30, 2022 and 2021 (amounts in millions,
except per share data). Differences between the results of operations of PBF
Energy and PBF LLC primarily pertain to income taxes, interest expense and
noncontrolling interest as shown below. Earnings per share information applies
only to the financial results of PBF Energy. We operate in two reportable
business segments: Refining and Logistics. Our oil refineries, excluding the
assets owned by PBFX, are all engaged in the refining of crude oil and other
feedstocks into petroleum products, and are aggregated into the Refining
segment. PBFX is a publicly-traded MLP that operates certain logistics assets
such as crude oil and refined products terminals, pipelines and storage
facilities. PBFX's operations are aggregated into the Logistics segment. We do
not separately discuss our results by individual segments as, apart from PBFX's
third-party acquisitions, our Logistics segment did not have any significant
third-party revenues and a significant portion of its operating results are
eliminated in consolidation.

PBF Energy                                          Three Months Ended June 30,                    Six Months Ended June 30,
                                                      2022                  2021                   2022                    2021
Revenues                                       $      14,077.7          $ 6,897.9          $     23,219.4              $ 11,822.7
Cost and expenses:
Cost of products and other                            11,380.5            6,100.7                19,586.7                10,291.7
Operating expenses (excluding depreciation and
amortization expense as reflected below)                 637.6              483.8                 1,258.0                   965.1
Depreciation and amortization expense                    120.1              111.6                   238.4                   225.7
Cost of sales                                         12,138.2            6,696.1                21,083.1                11,482.5
General and administrative expenses (excluding
depreciation and amortization expense as
reflected below)                                         153.2               55.0                   206.7                   102.8
Depreciation and amortization expense                      1.9                3.3                     3.8                     6.7
Change in fair value of contingent
consideration                                             77.6               (4.0)                  127.9                    26.1

Loss (gain) on sale of assets                              0.2                  -                     0.3                    (0.6)
Total cost and expenses                               12,371.1            6,750.4                21,421.8                11,617.5
Income from operations                                 1,706.6              147.5                 1,797.6                   205.2
Other income (expense):
Interest expense, net                                    (85.5)             (80.8)                 (163.9)                 (161.1)
Change in Tax Receivable Agreement liability            (267.2)                 -                  (286.5)                      -
Change in fair value of catalyst obligations               7.2                5.8                     2.3                    (4.2)
Gain on extinguishment of debt                             3.8                  -                     3.8                       -
Other non-service components of net periodic
benefit cost                                               2.2                1.9                     4.4                     3.9
Income before income taxes                             1,367.1               74.4                 1,357.7                    43.8
Income tax expense (benefit)                             131.3                4.5                   125.2                    (3.9)
Net income                                             1,235.8               69.9                 1,232.5                    47.7
Less: net income attributable to
noncontrolling interests                                  32.1               22.0                    49.9                    41.1
Net income attributable to PBF Energy Inc.
stockholders                                   $       1,203.7          $    47.9          $      1,182.6              $      6.6
Consolidated gross margin                      $       1,939.5          $   201.8          $      2,136.3              $    340.2
Gross refining margin (1)                      $       2,608.2          $   711.3          $      3,458.9              $  1,361.5
Net income available to Class A common stock
per share:
Basic                                          $          9.93          $    0.40          $         9.78              $     0.05
Diluted                                        $          9.65          $    0.39          $         9.58              $     0.05



(1) See Non-GAAP Financial Measures.

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PBF LLC                                             Three Months Ended June 30,                    Six Months Ended June 30,
                                                      2022                  2021                   2022                    2021
Revenues                                       $      14,077.7          $ 6,897.9          $     23,219.4              $ 11,822.7
Cost and expenses:
Cost of products and other                            11,380.5            6,100.7                19,586.7                10,291.7
Operating expenses (excluding depreciation and
amortization expense as reflected below)                 637.6              483.8                 1,258.0                   965.1
Depreciation and amortization expense                    120.1              111.6                   238.4                   225.7
Cost of sales                                         12,138.2            6,696.1                21,083.1                11,482.5
General and administrative expenses (excluding
depreciation and amortization expense as
reflected below)                                         152.8               54.1                   205.9                   101.6
Depreciation and amortization expense                      1.9                3.3                     3.8                     6.7
Change in fair value of contingent
consideration                                             77.6               (4.0)                  127.9                    26.1

Loss (gain) on sale of assets                              0.2                  -                     0.3                    (0.6)
Total cost and expenses                               12,370.7            6,749.5                21,421.0                11,616.3
Income from operations                                 1,707.0              148.4                 1,798.4                   206.4
Other income (expense):
Interest expense, net                                    (88.2)             (83.2)                 (169.2)                 (166.1)
Change in fair value of catalyst obligations               7.2                5.8                     2.3                    (4.2)
Gain on extinguishment of debt                             3.8                  -                     3.8                       -
Other non-service components of net periodic
benefit cost                                               2.2                1.9                     4.4                     3.9
Income before income taxes                             1,632.0               72.9                 1,639.7                    40.0
Income tax benefit                                        (1.2)              (4.3)                   (9.3)                  (14.9)
Net income                                             1,633.2               77.2                 1,649.0                    54.9
Less: net income attributable to
noncontrolling interests                                  19.9               21.6                    37.7                    41.1
Net income attributable to PBF Energy Company
LLC                                            $       1,613.3          $    55.6          $      1,611.3              $     13.8



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Operating Highlights                             Three Months Ended June 30,               Six Months Ended June 30,
                                                   2022                 2021                 2022                2021
Key Operating Information
Production (bpd in thousands)                        958.8              894.5                 901.6              824.6
Crude oil and feedstocks throughput (bpd in
thousands)                                           942.2              874.2                 887.7              810.4
Total crude oil and feedstocks throughput
(millions of barrels)                                 85.8               79.6                 160.7              146.7
Consolidated gross margin per barrel of
throughput                                   $       22.61           $   2.53          $      13.30           $   2.31
Gross refining margin, excluding special
items, per barrel of throughput (1)          $       30.41           $   5.62          $      21.54           $   4.72
Refinery operating expense, per barrel of
throughput                                   $        7.16           $   5.81          $       7.53           $   6.29

Crude and feedstocks (% of total throughput)
(2)
Heavy                                                   31   %             36  %                 33   %             36  %
Medium                                                  34   %             25  %                 33   %             28  %
Light                                                   20   %             23  %                 19   %             21  %
Other feedstocks and blends                             15   %             16  %                 15   %             15  %
Total throughput                                       100   %            100  %                100   %            100  %

Yield (% of total throughput)
Gasoline and gasoline blendstocks                       47   %             54  %                 48   %             54  %
Distillates and distillate blendstocks                  36   %             29  %                 35   %             30  %
Lubes                                                    1   %              1  %                  1   %              1  %
Chemicals                                                1   %              2  %                  2   %              2  %
Other                                                   17   %             16  %                 16   %             15  %
Total yield                                            102   %            102  %                102   %            102  %




(1)  See Non-GAAP Financial Measures.

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

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

                                                 Three Months Ended June 30,              Six Months Ended June 30,
                                                    2022              2021                 2022                 2021
                                                                 (dollars per barrel, except as noted)
Dated Brent crude oil                           $  113.93          $  68.87          $       107.84          $  65.08
West Texas Intermediate (WTI) crude oil         $  108.77          $  66.19          $       101.99          $  62.22
Light Louisiana Sweet (LLS) crude oil           $  110.33          $  68.05          $       103.91          $  64.22
Alaska North Slope (ANS) crude oil              $  112.17          $  68.58          $       104.15          $  64.89
Crack Spreads
Dated Brent (NYH) 2-1-1                         $   55.26          $  17.40          $        38.47          $  14.77
WTI (Chicago) 4-3-1                             $   44.53          $  18.84          $        31.24          $  15.26
LLS (Gulf Coast) 2-1-1                          $   50.39          $  15.87          $        37.27          $  13.99
ANS (West Coast-LA) 4-3-1                       $   53.56          $  21.28          $        43.20          $  18.56
ANS (West Coast-SF) 3-2-1                       $   56.14          $  21.21          $        42.76          $  17.13
Crude Oil Differentials
Dated Brent (foreign) less WTI                  $    5.16          $   2.68          $         5.85          $   2.86
Dated Brent less Maya (heavy, sour)             $    9.99          $   4.72          $        11.11          $   5.25
Dated Brent less WTS (sour)                     $    5.64          $   2.41          $         6.19          $   2.34
Dated Brent less ASCI (sour)                    $    8.75          $   3.13          $         8.69          $   2.95
WTI less WCS (heavy, sour)                      $   18.52          $  13.09          $        16.96          $  12.61
WTI less Bakken (light, sweet)                  $   (3.97)         $   0.23          $        (3.73)         $   0.35
WTI less Syncrude (light, sweet)                $   (4.38)         $   1.24          $        (2.03)         $   1.17
WTI less LLS (light, sweet)                     $   (1.56)         $  (1.86)         $        (1.92)         $  (2.00)
WTI less ANS (light, sweet)                     $   (3.40)         $  (2.39)         $        (2.16)         $  (2.67)
Natural gas (dollars per MMBTU)                 $    7.50          $   2.98 

$6.04 $2.85

Three months completed June 30, 2022 Compared to the three months ended June 30, 2021


Overview- PBF Energy net income was $1,235.8 million for the three months ended
June 30, 2022 compared to a net income of $69.9 million for the three months
ended June 30, 2021. PBF LLC net income was $1,633.2 million for the three
months ended June 30, 2022 compared to a net income of $77.2 million for the
three months ended June 30, 2021. Net income attributable to PBF Energy was
$1,203.7 million, or $9.65 per diluted share, for the three months ended
June 30, 2022 ($9.65 per share on a fully-exchanged, fully-diluted basis based
on adjusted fully-converted net income, or $10.58 per share on a
fully-exchanged, fully-diluted basis based on adjusted fully-converted net
income excluding special items, as described below in Non-GAAP Financial
Measures) compared to net income attributable to PBF Energy of $47.9 million, or
$0.39 per diluted share, for the three months ended June 30, 2021 ($0.39 per
share on a fully-exchanged, fully-diluted basis based on adjusted
fully-converted net income, or $(1.26) per share on a fully-exchanged,
fully-diluted basis based on adjusted fully-converted net loss excluding special
items, as described below in Non-GAAP Financial Measures). The net income
attributable to PBF Energy represents PBF Energy's equity interest in PBF LLC's
pre-tax income, less applicable income tax expense. PBF Energy's
weighted-average equity interest in PBF LLC was 99.2% for the three months ended
June 30, 2022 and June 30, 2021.

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Our results for the three months ended June 30, 2022 were negatively impacted by
special items consisting of pre-tax charges associated with the change in the
Tax Receivable Agreement liability of $267.2 million, or $198.0 million net of
tax, and a change in fair value of contingent consideration of $77.6 million, or
$57.5 million net of tax, primarily related to the acquisition of the Martinez
refinery and logistic assets (the "Martinez Acquisition"), partially offset by a
$136.2 million tax benefit associated with the remeasurement of certain deferred
tax assets, and a pre-tax gain on the extinguishment of debt associated with the
repurchase of a portion of our 2028 Senior Notes and 2025 Senior Notes of $3.8
million, or $2.8 million net of tax. Our results for the three months ended
June 30, 2021 were positively impacted by special items consisting of a
non-cash, pre-tax lower of cost or market ("LCM") inventory adjustment of
approximately $264.0 million, or $193.8 million net of tax, a change in the fair
value of the contingent consideration primarily related to the Martinez
Acquisition of $4.0 million, or $2.9 million net of tax and a $4.1 million tax
benefit associated with the remeasurement of certain deferred tax assets.

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

Revenues- Revenues totaled $14.1 billion for the three months ended June 30,
2022 compared to $6.9 billion for the three months ended June 30, 2021, an
increase of approximately $7.2 billion, or 104.3%. Revenues per barrel were
$146.26 and $78.46 for the three months ended June 30, 2022 and 2021,
respectively, an increase of 86.4% directly related to higher hydrocarbon
commodity prices. For the three months ended June 30, 2022, the total throughput
rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries
averaged approximately 292,100 bpd, 161,700 bpd, 199,500 bpd and 288,900 bpd,
respectively. For the three months ended June 30, 2021, the total throughput
rates at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries
averaged approximately 250,000 bpd, 150,400 bpd, 174,600 bpd and 299,200 bpd,
respectively. For the three months ended June 30, 2022, the total barrels sold
at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged
approximately 339,500 bpd, 167,500 bpd, 213,900 bpd and 336,800 bpd,
respectively. For the three months ended June 30, 2021, the total barrels sold
at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged
approximately 286,700 bpd, 149,300 bpd, 191,300 bpd and 338,800 bpd,
respectively.

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

Consolidated Gross Margin- Consolidated gross margin totaled $1,939.5 million
for the three months ended June 30, 2022 compared to $201.8 million for the
three months ended June 30, 2021, an increase of approximately $1,737.7 million.
Gross refining margin (as described below in Non-GAAP Financial Measures)
totaled $2,608.2 million, or $30.41 per barrel of throughput for the three
months ended June 30, 2022 compared to $711.3 million, or $8.94 per barrel of
throughput for the three months ended June 30, 2021, an increase of
approximately $1,896.9 million. Gross refining margin excluding special items
totaled $2,608.2 million or $30.41 per barrel of throughput for the three months
ended June 30, 2022 compared to $447.3 million or $5.62 per barrel of throughput
for the three months ended June 30, 2021, an increase of $2,160.9 million.

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During the three months ended June 30, 2022, our margin calculations were not
impacted by special items. Consolidated gross margin and gross refining margin
increased due to favorable movements in certain crack spreads and crude oil
differentials and higher throughput volumes and barrels sold at all of our
refineries. For the three months ended June 30, 2021, special items impacting
our margin calculations included a non-cash LCM benefit of approximately $264.0
million on a net basis, resulting from the increase in crude oil and refined
product prices at the end of the second quarter of 2021 in comparison to the
prices at the end of the first quarter of 2021.

Additionally, our results continue to be impacted by significant costs to comply
with the Renewable Fuel Standard. Total Renewable Fuel Standard compliance costs
were $432.7 million for the three months ended June 30, 2022 in comparison to
$297.6 million for three months ended months ended June 30, 2021.

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

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


On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was
approximately $55.26 per barrel, or 217.6% higher, in the three months ended
June 30, 2022, as compared to $17.40 per barrel in the same period in 2021. Our
margins were positively impacted from our refinery specific slate on the East
Coast by strengthening Dated Brent/Maya differential, which increased by $5.27
per barrel, slightly offset by weakened WTI/Bakken differentials, which
decreased by $4.20 per barrel in comparison to the same period in 2021. The
WTI/WCS differential increased to $18.52 per barrel in the three months ended
June 30, 2022 compared to $13.09 in the same period in 2021, which favorably
impacted our cost of heavy Canadian crude.

Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was
$44.53 per barrel, or 136.4% higher, in the three months ended June 30, 2022 as
compared to $18.84 per barrel in the same period in 2021. Our margins were
negatively impacted from our refinery specific slate in the Mid-Continent by a
decreasing WTI/Bakken differential, which averaged a premium of $3.97 per barrel
in the three months ended June 30, 2022, as compared to a discount of $0.23 per
barrel in the same period in 2021. Additionally, the WTI/Syncrude differential
averaged a premium $4.38 per barrel during the three months ended June 30, 2022
as compared to a discount of $1.24 per barrel in the same period of 2021.

On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $50.39
per barrel, or 217.5% higher, in the three months ended June 30, 2022 as
compared to $15.87 per barrel in the same period in 2021. Margins on the Gulf
Coast were positively impacted from our refinery specific slate by a
strengthening WTI/LLS differential, which averaged a premium of $1.56 per barrel
during the three months ended June 30, 2022 as compared to a premium of $1.86
per barrel in the same period of 2021.

On the West Coast the ANS (West Coast) 4-3-1 industry crack spread was $53.56
per barrel, or 151.7% higher, in the three months ended June 30, 2022 as
compared to $21.28 per barrel in the same period in 2021. Additionally, the ANS
(West Coast) 3-2-1 industry crack spread was $56.14 per barrel, or 164.7%
higher, in the three months ended June 30, 2022 as compared to $21.21 per barrel
in the same period in 2021. Our margins on the West Coast were negatively
impacted from our refinery specific slate by weakened WTI/ANS differential,
which averaged a premium of $3.40 per barrel during the three months ended
June 30, 2022 as compared to a premium of $2.39 per barrel in the same period of
2021.

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Operating Expenses- Operating expenses totaled $637.6 million for the three
months ended June 30, 2022 compared to $483.8 million for the three months ended
June 30, 2021, an increase of $153.8 million, or 31.8%. Of the total $637.6
million of operating expenses for the three months ended June 30, 2022, $613.8
million, or $7.16 per barrel of throughput, related to expenses incurred by the
Refining segment, while the remaining $23.8 million related to expenses incurred
by the Logistics segment ($462.3 million, or $5.81 per barrel, and $21.5 million
of operating expenses for the three months ended June 30, 2021 related to the
Refining and Logistics segments, respectively). Increases in operating expenses
was mainly attributable to increases in natural gas volumes and price across our
refineries when compared to the same period in 2021. Additionally, we
experienced higher outside services, maintenance and operational costs due to
increased production when compared to the same period in 2021. Operating
expenses related to our Logistics segment also increased as a result of
increased maintenance activity.

General and Administrative Expenses- General and administrative expenses totaled
$153.2 million for the three months ended June 30, 2022 compared to $55.0
million for the three months ended June 30, 2021, an increase of approximately
$98.2 million or 178.5%. The increase in general and administrative expenses for
the three months ended June 30, 2022 in comparison to the three months ended
June 30, 2021 is primarily related to higher employee-related expenses,
including incentive compensation. Our general and administrative expenses are
comprised of personnel, facilities and other infrastructure costs necessary to
support our refineries and related logistics assets.

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

Depreciation and Amortization Expense- Depreciation and amortization expense
totaled $122.0 million for the three months ended June 30, 2022 (including
$120.1 million recorded within Cost of sales) compared to $114.9 million for the
three months ended June 30, 2021 (including $111.6 million recorded within Cost
of sales), an increase of $7.1 million. The increase was a result of a general
increase to our fixed asset base due to capital projects and turnarounds
completed since the second quarter of 2021.

Change in Fair Value of Contingent Consideration- Change in fair value of
contingent consideration represented a loss of $77.6 million for the three
months ended June 30, 2022 in comparison to a gain of $4.0 million for the three
months ended June 30, 2021. These losses and gains were primarily related to the
changes in estimated fair value of the contingent consideration associated with
the Martinez Acquisition (the "Martinez Contingent Consideration").

Change in Fair Value of Catalyst Obligations- Change in fair value of catalyst
obligations represented a gain of $7.2 million for the three months ended
June 30, 2022 compared to a gain of $5.8 million for the three months ended
June 30, 2021. These gains relate to the change in value of the precious metals
underlying the sale and leaseback of our refineries' precious metal catalysts,
which we are obligated to repurchase at fair market value upon lease
termination.

Gain on Extinguishment of Debt- Gain on the extinguishment of debt totaled $3.8
million in the three months ended June 30, 2022, and relates to the repurchase
of a portion of our 2028 Senior Notes and 2025 Senior Notes. There were no such
gains or losses recorded in the same period of 2021.

Change in Tax Receivable Agreement Liability- Change in the Tax Receivable
Agreement liability for the three months ended June 30, 2022 represented a
charge of $267.2 million. There was no change in the Tax Receivable Agreement
liability for the three months ended June 30, 2021. This charge was primarily
the result of a deferred tax asset valuation allowance recorded in accordance
with ASC 740 related to the reduction of deferred tax assets associated with the
payments made or expected to be made in connection with the Tax Receivable
Agreement liability.

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Interest Expense, net- PBF Energy interest expense totaled $85.5 million for the
three months ended June 30, 2022 compared to $80.8 million for the three months
ended June 30, 2021, an increase of approximately $4.7 million. Interest expense
includes interest on long-term debt including the PBFX credit facilities, costs
related to the sale and leaseback of our precious metal catalysts, financing
costs associated with the Third Inventory Intermediation Agreement with J. Aron,
letter of credit fees associated with the purchase of certain crude oils and the
amortization of deferred financing costs. PBF LLC interest expense totaled $88.2
million and $83.2 million for the three months ended June 30, 2022 and June 30,
2021, respectively (inclusive of $2.7 million and $2.4 million, respectively, of
incremental interest expense on the affiliate note payable with PBF Energy that
eliminates in consolidation at the PBF Energy level).

Income Tax Expense- PBF LLC is organized as a limited liability company and PBFX
is an MLP, both of which are treated as "flow-through" entities for federal
income tax purposes and therefore are not subject to income tax. However, two
subsidiaries of Chalmette Refining L.L.C ("Chalmette Refining") and our Canadian
subsidiary, PBF Energy Limited ("PBF Ltd.") are treated as C-Corporations for
income tax purposes and may incur income taxes with respect to their earnings,
as applicable. The members of PBF LLC are required to include their
proportionate share of PBF LLC's taxable income or loss, which includes PBF
LLC's allocable share of PBFX's pre-tax income or loss, on their respective tax
returns. PBF LLC generally makes distributions to its members, per the terms of
PBF LLC's amended and restated limited liability company agreement, related to
such taxes on a pro-rata basis. PBF Energy recognizes an income tax expense or
benefit in our Condensed Consolidated Financial Statements based on PBF Energy's
allocable share of PBF LLC's pre-tax income or loss, which was approximately
99.2%, on a weighted-average basis for both the three months ended June 30, 2022
and June 30, 2021. PBF Energy's Condensed Consolidated Financial Statements do
not reflect any benefit or provision for income taxes on the pre-tax income or
loss attributable to the noncontrolling interests in PBF LLC or PBFX (although,
as described above, PBF LLC must make tax distributions to all its members on a
pro-rata basis). PBF Energy's effective tax rate, excluding the impact of
noncontrolling interests, for the three months ended June 30, 2022 and June 30,
2021 was 9.8% and 8.6%, respectively.

Noncontrolling Interest- PBF Energy is the sole managing member of, and has a
controlling interest in, PBF LLC. As the sole managing member of PBF LLC, PBF
Energy operates and controls all of the business and affairs of PBF LLC and its
subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its
subsidiaries, including PBFX. With respect to the consolidation of PBF LLC, the
Company records a noncontrolling interest for the economic interest in PBF LLC
held by members other than PBF Energy, and with respect to the consolidation of
PBFX, the Company records a noncontrolling interest for the economic interests
in PBFX held by the public unitholders of PBFX, and with respect to the
consolidation of PBF Holding, the Company records a 20% noncontrolling interest
for the ownership interests in two subsidiaries of Chalmette Refining held by a
third party. The total noncontrolling interest on the Condensed Consolidated
Statements of Operations represents the portion of the Company's earnings or
loss attributable to the economic interests held by members of PBF LLC other
than PBF Energy, by the public common unitholders of PBFX and by the third-party
stockholders of certain of Chalmette Refining's subsidiaries. The total
noncontrolling interest on the Condensed Consolidated Balance Sheets represents
the portion of the Company's net assets attributable to the economic interests
held by the members of PBF LLC other than PBF Energy, by the public common
unitholders of PBFX and by the third-party stockholders of the two Chalmette
Refining subsidiaries. PBF Energy's weighted-average equity noncontrolling
interest ownership percentage in PBF LLC for both the three months ended
June 30, 2022 and June 30, 2021 was approximately 0.8%. The carrying amount of
the noncontrolling interest on our Condensed Consolidated Balance Sheets
attributable to the noncontrolling interest is not equal to the noncontrolling
interest ownership percentage due to the effect of income taxes and related
agreements that pertain solely to PBF Energy.

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Semester completed June 30, 2022 Compared to the half-year ended June 30, 2021


Overview- PBF Energy net income was $1,232.5 million for the six months ended
June 30, 2022 compared to net income of $47.7 million for the six months ended
June 30, 2021. PBF LLC net income was $1,649.0 million for the six months ended
June 30, 2022 compared to net income of $54.9 million for the six months ended
June 30, 2021. Net income attributable to PBF Energy stockholders was $1,182.6
million, or $9.58 per diluted share, for the six months ended June 30, 2022
($9.58 per share on a fully-exchanged, fully-diluted basis based on adjusted
fully-converted net income, or $11.03 per share on a fully-exchanged,
fully-diluted basis based on adjusted fully-converted net income excluding
special items, as described below in Non-GAAP Financial Measures), compared to
net income attributable to PBF Energy stockholders of $6.6 million, or $0.05 per
diluted share, for the six months ended June 30, 2021 ($0.05 per share on a
fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss,
or $(3.87) per share on a fully-exchanged, fully-diluted basis based on adjusted
fully-converted net loss excluding special items, as described below in Non-GAAP
Financial Measures). The net income attributable to PBF Energy stockholders
represents PBF Energy's equity interest in PBF LLC's pre-tax income, less
applicable income tax benefit. PBF Energy's weighted-average equity interest in
PBF LLC was 99.2% for the six months ended June 30, 2022 and 2021.

Our results for the six months ended June 30, 2022 were negatively impacted by
special items consisting of pre-tax charges associated with the change in the
Tax Receivable Agreement liability of $286.5 million, or $212.3 million net of
tax, and a change in fair value of contingent consideration of $127.9 million,
or $94.8 million net of tax, primarily related to the Martinez Acquisition,
partially offset by a $123.4 million tax benefit associated with the
remeasurement of certain deferred tax assets, and a gain on the extinguishment
of debt associated with the repurchase of a portion of our 2028 Senior Notes and
2025 Senior Notes of $3.8 million, or $2.8 million net of tax. Our results for
the six months ended June 30, 2021 were positively impacted by special items
consisting of a non-cash, pre-tax LCM inventory adjustment of approximately
$669.6 million, or $491.5 million net of tax, and a $2.4 million tax benefit
associated with the remeasurement of certain deferred tax assets, offset by a
change in the fair value of contingent consideration primarily related to the
Martinez Acquisition of $26.1 million, or $19.2 million net of tax.

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

Revenues- Revenues totaled $23.2 billion for the six months ended June 30, 2022
compared to $11.8 billion for the six months ended June 30, 2021, an increase of
approximately $11.4 billion, or 96.6%. Revenues per barrel were $128.12 and
$73.47 for the six months ended June 30, 2022 and 2021, respectively, an
increase of 74.4% directly related to higher hydrocarbon commodity prices. For
the six months ended June 30, 2022, the total throughput rates at our East
Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged
approximately 277,700 bpd, 149,300 bpd, 181,400 bpd and 279,300 bpd,
respectively. For the six months ended June 30, 2021, the total throughput rates
at our East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged
approximately 246,400 bpd, 133,900 bpd, 164,400 bpd and 265,700 bpd,
respectively. For the six months ended June 30, 2022, total barrels sold at our
East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged
approximately 329,200 bpd, 153,700 bpd, 194,900 bpd and 323,500 bpd,
respectively. For the six months ended June 30, 2021, total barrels sold at our
East Coast, Mid-Continent, Gulf Coast and West Coast refineries averaged
approximately 278,800 bpd, 139,700 bpd, 172,700 bpd and 297,800 bpd,
respectively.

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

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Consolidated Gross Margin- Consolidated gross margin totaled $2,136.3 million
for the six months ended June 30, 2022, compared to $340.2 million for the six
months ended June 30, 2021, an increase of approximately $1,796.1 million. Gross
refining margin (as described below in Non-GAAP Financial Measures) totaled
$3,458.9 million, or $21.54 per barrel of throughput for the six months ended
June 30, 2022 compared to $1,361.5 million, or $9.29 per barrel of throughput
for the six months ended June 30, 2021, an increase of approximately $2,097.4
million. Gross refining margin excluding special items totaled $3,458.9 million
or $21.54 per barrel of throughput for the six months ended June 30, 2022
compared to $691.9 million or $4.72 per barrel of throughput for the six months
ended June 30, 2021, an increase of $2,767.0 million.

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

Additionally, our results continue to be impacted by significant costs to comply
with the Renewable Fuel Standard. Total Renewable Fuel Standard compliance costs
were $627.1 million for the six months ended June 30, 2022 in comparison to
$580.7 million for the six months ended June 30, 2021.

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

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

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was
approximately $38.47 per barrel, or 160.5% higher, in the six months ended
June 30, 2022, as compared to $14.77 per barrel in the same period in 2021. Our
margins were impacted from our refinery specific slate on the East Coast by
strengthened Dated Brent/Maya differentials, which increased by $5.86 per
barrel, slightly offset by weakened WTI/Bakken differentials, which decreased
by $4.08 per barrel, in comparison to the same period in 2021. The WTI/WCS
differential increased to $16.96 per barrel in the six months ended June 30,
2022 compared to $12.61 in the same period in 2021, which favorably impacted our
cost of heavy Canadian crude.

Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread
was $31.24 per barrel, or 104.7% higher, in the six months ended June 30, 2022
as compared to $15.26 per barrel in the same period in 2021. Our margins were
negatively impacted from our refinery specific slate in the Mid-Continent by a
decreasing WTI/Bakken differential and WTI/Syncrude differential, which
decreased by $4.08 per barrel and $3.20 per barrel, respectively.

On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $37.27
per barrel, or 166.4% higher, in the six months ended June 30, 2022 as compared
to $13.99 per barrel in the same period in 2021. Margins on the Gulf Coast were
positively impacted from our refinery specific slate by a strengthened WTI/LLS
differential, which averaged a premium of $1.92 per barrel during the six months
ended June 30, 2022 as compared to a premium of $2.00 per barrel in the same
period of 2021.

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On the West Coast, the ANS (West Coast) 4-3-1 industry crack spread was $43.20
per barrel, or 132.8% higher, in the six months ended June 30, 2022 as compared
to $18.56 per barrel in the same period in 2021. Additionally (West Coast) 3-2-1
industry crack spread was $42.76 per barrel, or 149.6% higher, in the six months
ended June 30, 2022 as compared to $17.13 per barrel in the same period in 2021.
Our margins on the West Coast were positively impacted from our refinery
specific slate by a strengthening WTI/ANS differential, which averaged a premium
of $2.16 per barrel during the six months ended June 30, 2022 as compared to a
premium of $2.67 per barrel in the same period of 2021.

Operating Expenses- Operating expenses totaled $1,258.0 million for the six
months ended June 30, 2022 compared to $965.1 million for the six months ended
June 30, 2021, an increase of approximately $292.9 million, or 30.3%. Of the
total $1,258.0 million of operating expenses for the six months ended June 30,
2022, $1,209.4 million or $7.53 per barrel of throughput, related to expenses
incurred by the Refining segment, while the remaining $48.6 million related to
expenses incurred by the Logistics segment ($922.5 million or $6.29 per barrel
of throughput, and $42.6 million of operating expenses for the six months ended
June 30, 2021 related to the Refining and Logistics segments, respectively). The
increase in operating expenses was mainly attributable to increases in natural
gas volumes and price across our refineries when compared to the same period in
2021. Additionally, we experienced higher outside services, maintenance and
operational costs due to increased production when compared to the same period
in 2021.

General and Administrative Expenses- General and administrative expenses totaled
$206.7 million for the six months ended June 30, 2022 compared to $102.8 million
for the six months ended June 30, 2021, an increase of approximately $103.9
million or 101.1%. The increase in general and administrative expenses for the
six months ended June 30, 2022 in comparison to the six months ended June 30,
2021 primarily related to higher employee-related expenses, including incentive
compensation. Our general and administrative expenses are comprised of
personnel, facilities and other infrastructure costs necessary to support our
refineries and related logistics assets.

Loss (gain) on sale of assets – There was a loss of $0.3 million and a gain of
$0.6 million for the six months ended June 30, 2022 and June 30, 2021respectively, primarily related to the sale of non-operating refining assets.


Depreciation and Amortization Expense- Depreciation and amortization expense
totaled $242.2 million for the six months ended June 30, 2022 (including $238.4
million recorded within Cost of sales) compared to $232.4 million for the six
months ended June 30, 2021 (including $225.7 million recorded within Cost of
sales), an increase of approximately $9.8 million. The slight increase was a
result of a general increase in our fixed asset base due to capital projects and
turnarounds completed since the second quarter of 2021.

Change in Fair Value of Contingent Consideration- Change in fair value of
contingent consideration represented a loss of $127.9 million for the six months
ended June 30, 2022 in comparison to a loss of $26.1 million for the six months
ended June 30, 2021. These losses were primarily related to the changes in
estimated fair value of the Martinez Contingent Consideration.

Change in Tax Receivable Agreement Liability- Change in the Tax Receivable
Agreement liability for the six months ended June 30, 2022 represented a charge
of $286.5 million. There was no change in the Tax Receivable Agreement liability
for the six months ended June 30, 2021. This charge was primarily the result of
a deferred tax asset valuation allowance recorded in accordance with ASC 740
related to the reduction of deferred tax assets associated with the payments
made or expected to be made in connection with the Tax Receivable Agreement
liability.

Change in Fair Value of Catalyst Obligations- Change in fair value of catalyst
obligations represented a gain of $2.3 million for the six months ended June 30,
2022 compared to a loss of $4.2 million for the six months ended June 30, 2021.
These gains and losses relate to the change in value of the precious metals
underlying the sale and leaseback of our refineries' precious metal catalysts,
which we are obligated to repurchase at fair market value upon lease
termination.

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Gain on Extinguishment of Debt- Gain on the extinguishment of debt of $3.8
million incurred in the six months ended June 30, 2022 relates to the repurchase
of a portion of our 2028 Senior Notes and 2025 Senior Notes. There were no such
gain or loss in the same period of 2021.

Interest Expense, net- PBF Energy interest expense totaled $163.9 million for
the six months ended June 30, 2022 compared to $161.1 million for the six months
ended June 30, 2021, an increase of approximately $2.8 million. Interest expense
includes interest on long-term debt including the PBFX credit facilities, costs
related to the sale and leaseback of our precious metal catalysts, financing
costs associated with the Third Inventory Intermediation Agreement with J. Aron,
letter of credit fees associated with the purchase of certain crude oils and the
amortization of deferred financing costs. PBF LLC interest expense totaled
$169.2 million and $166.1 million for the six months ended June 30, 2022 and
2021, respectively (inclusive of $5.3 million and $5.0 million, respectively, of
incremental interest expense on the affiliate note payable with PBF Energy that
eliminates in consolidation at the PBF Energy level).

Income Tax Expense- PBF LLC is organized as a limited liability company and PBFX
is an MLP, both of which are treated as "flow-through" entities for federal
income tax purposes and therefore are not subject to income tax. However, two
subsidiaries of Chalmette Refining and our Canadian subsidiary, PBF Ltd., are
treated as C-Corporations for income tax purposes and may incur income taxes
with respect to their earnings, as applicable. The members of PBF LLC are
required to include their proportionate share of PBF LLC's taxable income or
loss, which includes PBF LLC's allocable share of PBFX's pre-tax income or loss,
on their respective tax returns. PBF LLC generally makes distributions to its
members, per the terms of PBF LLC's amended and restated limited liability
company agreement, related to such taxes on a pro-rata basis. PBF Energy
recognizes an income tax expense or benefit in our Condensed Consolidated
Financial Statements based on PBF Energy's allocable share of PBF LLC's pre-tax
income or loss, which was approximately 99.2%, on a weighted-average basis for
both the six months ended June 30, 2022 and June 30, 2021. PBF Energy's
Condensed Consolidated Financial Statements do not reflect any benefit or
provision for income taxes on the pre-tax income or loss attributable to the
noncontrolling interests in PBF LLC or PBFX (although, as described above, PBF
LLC must make tax distributions to all its members on a pro-rata basis). PBF
Energy's effective tax rate, excluding the impact of noncontrolling interests,
for the six months ended June 30, 2022 and June 30, 2021 was 9.6% and (144.4)%,
respectively.

Noncontrolling Interest- PBF Energy is the sole managing member of, and has a
controlling interest in, PBF LLC. As the sole managing member of PBF LLC, PBF
Energy operates and controls all of the business and affairs of PBF LLC and its
subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its
subsidiaries, including PBFX. With respect to the consolidation of PBF LLC, the
Company records a noncontrolling interest for the economic interest in PBF LLC
held by members other than PBF Energy, and with respect to the consolidation of
PBFX, the Company records a noncontrolling interest for the economic interests
in PBFX held by the public unitholders of PBFX, and with respect to the
consolidation of PBF Holding, the Company records a 20% noncontrolling interest
for the ownership interests in two subsidiaries of Chalmette Refining held by a
third-party. The total noncontrolling interest on the Condensed Consolidated
Statements of Operations represents the portion of the Company's earnings or
loss attributable to the economic interests held by members of PBF LLC other
than PBF Energy, by the public common unitholders of PBFX and by the third-party
stockholders of certain of Chalmette Refining's subsidiaries. The total
noncontrolling interest on the Condensed Consolidated Balance Sheets represents
the portion of the Company's net assets attributable to the economic interests
held by the members of PBF LLC other than PBF Energy, by the public common
unitholders of PBFX and by the third-party stockholders of the two Chalmette
Refining subsidiaries. PBF Energy's weighted-average equity noncontrolling
interest ownership percentage in PBF LLC for both the six months ended June 30,
2022 and 2021 was approximately 0.8%. The carrying amount of the noncontrolling
interest on our Condensed Consolidated Balance Sheets attributable to the
noncontrolling interest is not equal to the noncontrolling interest ownership
percentage due to the effect of income taxes and related agreements that pertain
solely to PBF Energy.

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Non-GAAP Financial Measures


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

Special items


The Non-GAAP measures presented include Adjusted Fully-Converted Net Income
(Loss) excluding special items, EBITDA excluding special items and gross
refining margin excluding special items. Special items for the periods presented
relate to LCM inventory adjustments, changes in fair value of contingent
consideration, changes in the Tax Receivable Agreement liability, gain on
extinguishment of debt, and net tax benefit on remeasurement of deferred tax
assets. See "Notes to Non-GAAP Financial Measures" below for more details on all
special items disclosed. Although we believe that Non-GAAP financial measures,
excluding the impact of special items, provide useful supplemental information
to investors regarding the results and performance of our business and allow for
helpful period-over-period comparisons, such Non-GAAP measures should only be
considered as a supplement to, and not as a substitute for, or superior to, the
financial measures prepared in accordance with GAAP.

Adjusted fully converted net profit (loss) and fully converted adjusted net profit (loss) excluding special items


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

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

1.  Assumed exchange of all PBF LLC Series A Units for shares of PBF Energy
Class A common stock. As a result of the assumed exchange of all PBF LLC Series
A Units, the noncontrolling interest related to these units is converted to
controlling interest. Management believes that it is useful to provide the
per-share effect associated with the assumed exchange of all PBF LLC Series A
Units.

2.  Income Taxes. Prior to PBF Energy's initial public offering ("IPO"), PBF
Energy was organized as a limited liability company treated as a "flow-through"
entity for income tax purposes, and even after PBF Energy's IPO, not all of its
earnings are subject to corporate-level income taxes. Adjustments have been made
to the Adjusted Fully-Converted tax provisions and earnings to assume that PBF
Energy had adopted its post-IPO corporate tax structure for all periods
presented and is taxed as a C-corporation in the U.S. at the prevailing
corporate rates. These assumptions are consistent with the assumption in clause
1 above that all PBF LLC Series A Units are exchanged for shares of PBF Energy
Class A common stock, as the assumed exchange would change the amount of PBF
Energy's earnings that are subject to corporate income tax.

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The following table reconciles PBF Energy's Adjusted Fully-Converted results
with its results presented in accordance with GAAP for the three and six months
ended June 30, 2022 and 2021 (in millions, except share and per share amounts):

                                                          Three Months Ended June 30,                     Six Months Ended June 30,
                                                          2022                    2021                   2022                    2021
Net income attributable to PBF Energy Inc.
stockholders                                       $       1,203.7          

$47.9 $1,182.6 $6.6 Less: Income attributed to equity securities

               -                      -                       -                      -

Income available for PBF Energy Inc. shareholders – basic

                                                      1,203.7                   47.9                 1,182.6                    6.6
Add: Net income attributable to noncontrolling
interest (1)                                                  12.2                    0.4                    12.2                      -
Less: Income tax expense (2)                                  (3.2)                  (0.1)                   (3.2)                     -
Adjusted fully-converted net income                $       1,212.7          

$48.2 $1,191.6 $6.6 Special Items: (3) Add: LCM Non-Cash Inventory Adjustment

                           -                 (264.0)                      -                 (669.6)
Add: Change in fair value of contingent
consideration                                                 77.6                   (4.0)                  127.9                   26.1

Add: Gain on extinguishment of debt                           (3.8)                     -                    (3.8)                     -
Add: Change in Tax Receivable Agreement liability            267.2                      -                   286.5                      -

Add: Net tax benefit on remeasurement of deferred
tax assets                                                  (136.2)                  (4.1)                 (123.4)                  (2.4)
Add: Recomputed income tax on special items                  (88.3)                  71.3                  (106.3)                 171.2
Adjusted fully-converted net income (loss)
excluding special items                            $       1,329.2          

$(152.6) $1,372.5 $(468.1)
Weighted average number of shares outstanding of PBF Energy Inc.

                                                   121,268,354            120,230,133             120,886,059            120,211,219
Conversion of PBF LLC Series A Units (4)                   923,334                994,138                 925,649                986,834
Common stock equivalents (5)                             3,466,358                691,904               2,599,837                489,183
Fully-converted shares outstanding-diluted             125,658,046            121,916,175             124,411,545            121,687,236
Diluted net income per share                       $          9.65          $        0.39          $         9.58          $        0.05
Adjusted fully-converted net income per fully
exchanged, fully diluted shares outstanding (5)    $          9.65          $        0.39          $         9.58          $        0.05
Adjusted fully-converted net income (loss)
excluding special items per fully exchanged, fully
diluted shares outstanding (3) (5)                 $         10.58          

$(1.26) $11.03 $(3.87)

———-

See Notes to Non-GAAP Financial Measures.

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Gross refining margin and gross refining margin excluding special items


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

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

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

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