PBF LOGISTICS LP : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-K)

The Acquisitions from PBF had been transfers between entities underneath widespread management.
Accordingly, our monetary info, and that of our Predecessor, contained
herein has been retrospectively adjusted to incorporate the historic outcomes of
the belongings acquired within the Acquisitions from PBF previous to the efficient date of
every acquisition for all durations introduced apart from the Delaware
Ethanol Storage Facility, which is taken into account an asset buy.

Except for income generated by the DCR Merchandise Pipeline and the
Paulsboro Lube Oil Terminal, our Predecessor usually acknowledged solely the prices
and didn't file income for transactions with PBF Vitality previous to the IPO and
the Acquisitions from PBF. Affiliate income has been recorded for sure of
our belongings within the Transportation and Terminaling and Storage segments subsequent
to the graduation of the industrial agreements with PBF Vitality upon completion
of the IPO and the Acquisitions from PBF. Confer with "Components Affecting the
Comparability of Our Monetary Outcomes" in "Merchandise 7. Administration's Dialogue and
Evaluation of Monetary Situation and Outcomes of Operations" for additional
info. Confer with "Overview" in "Merchandise 1. Enterprise" for additional info
concerning the Acquisitions from PBF.

The next info regarding our outcomes of operations and monetary
situation must be learn along with "Merchandise 1. Enterprise," "Merchandise 1A. Danger
Components," "Merchandise 2. Properties" and "Merchandise 8. Monetary Statements and
Supplementary Knowledge," respectively, included on this Type 10-Okay.

IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTS


This Type 10-Okay comprises sure "forward-looking statements," as outlined within the
Non-public Securities Litigation Reform Act of 1995, which contain dangers and
uncertainties. You'll be able to determine forward-looking statements as a result of they include
phrases akin to "believes," "expects," "could," "ought to," "seeks," "roughly,"
"intends," "plans," "estimates" or "anticipates" or related expressions that
relate to our technique, plans or intentions. All statements we make regarding
our estimated and projected earnings, margins, prices, expenditures, money flows,
progress charges and monetary outcomes or to our expectations concerning future
trade tendencies are forward-looking statements. As well as, we, by means of our
senior administration, every now and then, make forward-looking public statements
regarding our anticipated future operations and efficiency and different
developments. These forward-looking statements are topic to dangers and
uncertainties that will change at any time; subsequently, our precise outcomes could
differ materially from those who we anticipated. We derive a lot of our
forward-looking statements from our working budgets and forecasts, that are
based mostly on many detailed assumptions. Whereas we imagine that our assumptions are
cheap, we warning that it is rather tough to foretell the influence of identified
elements, and, after all, it's unattainable for us to anticipate all elements that
may have an effect on our precise outcomes.

Essential elements that might trigger precise outcomes to vary materially from our
expectations, which we consult with as "cautionary statements," are disclosed underneath
"Merchandise 1A. Danger Components," "Merchandise 7. Administration's Dialogue and Evaluation of
Monetary Situation and Outcomes of Operations" and elsewhere on this Type 10-Okay.
All forward-looking info on this Type 10-Okay and subsequent written and
oral forward-looking statements attributable to us, or individuals appearing on our
behalf, are expressly certified of their entirety by the cautionary statements.
A few of the elements that we imagine may have an effect on our outcomes embody:
•adjustments basically financial circumstances, together with market and macro-economic
disruptions ensuing from the COVID-19 pandemic and associated governmental and
client responses;
•our means to make, full and combine acquisitions from associates or
third events, and to understand the advantages from such acquisitions;
•our means to have enough money from operations to allow us to pay the
minimal quarterly distribution;
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•aggressive circumstances in our trade;
•actions taken by our clients and rivals;
•the provision of, and demand for, crude oil, refined merchandise, pure gasoline and
logistics companies;
•our means to efficiently implement our marketing strategy;
•our dependence on PBF Vitality for a considerable majority of our income topics
us to the enterprise dangers of PBF Vitality, which embody the likelihood that
contracts won't be renewed as a result of they're not helpful for PBF
Vitality;
•a considerable majority of our income is generated at PBF Vitality's amenities,
significantly at PBF Vitality'sDelaware Metropolis, Toledo and Torrance refineries, and
any opposed improvement at any of those amenities may have a fabric opposed
impact on us;
•our means to finish inside progress initiatives on time and on finances;
•the value and availability of debt and fairness financing;
•working hazards and different dangers incidental to the processing of crude oil and
the receiving, dealing with, storage and transferring of crude oil, refined
merchandise, pure gasoline and intermediates;
•pure disasters, weather-related delays, casualty losses and different issues
past our management;
•the specter of cyber-attacks;
•our and PBF Vitality's elevated dependence on expertise;
•rates of interest;
•labor relations;
•adjustments within the availability and value of capital;
•the results of present and future legal guidelines and governmental rules, together with
these associated to the cargo of crude oil by rail;
•adjustments in insurance coverage markets impacting prices and the extent and forms of
protection out there;
•the timing and extent of adjustments in commodity costs and demand for PBF
Vitality's refined merchandise and pure gasoline and the differential within the costs of
totally different crude oils;
•the suspension, discount or termination of PBF Vitality's obligations underneath our
industrial agreements;
•disruptions attributable to tools interruption or failure at our amenities, PBF
Vitality's amenities or third-party amenities on which our enterprise is
dependent;
•our common accomplice and its associates, together with PBF Vitality, have conflicts of
curiosity with us and restricted duties to us and our unitholders, they usually could
favor their very own pursuits to the detriment of us and our different widespread
unitholders;
•our partnership settlement restricts the treatments out there to holders of our
widespread items for actions taken by our common accomplice that may in any other case
represent breaches of fiduciary responsibility;
•holders of our widespread items have restricted voting rights and aren't entitled to
elect our common accomplice or its administrators;
•our tax therapy relies on our standing as a partnership for U.S. federal
earnings tax functions, in addition to not being topic to a fabric quantity of entity
stage taxation by particular person states;
•adjustments at any time (together with on a retroactive foundation) within the tax therapy of
publicly traded partnerships, together with associated impacts on potential dropdown
transactions with PBF LLC, or an funding in our widespread items;
•our unitholders will probably be required to pay taxes on their share of our taxable
earnings even when they don't obtain any money distributions from us;
•the results of future litigation; and
•different elements mentioned elsewhere on this Type 10-Okay.
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We warning you that the foregoing listing of essential elements could not include all
of the fabric elements which might be essential to you. As well as, in mild of
these dangers and uncertainties, the issues referred to within the forward-looking
statements contained on this Type 10-Okay could not in truth happen. Accordingly,
traders shouldn't place undue reliance on these statements.

Our forward-looking statements communicate solely as of the date of this Type 10-Okay or as
of the date which they're made. Besides as required by relevant legislation, together with
the securities legal guidelines of the U.S., we undertake no obligation to replace or revise
any forward-looking statements. All subsequent written and oral forward-looking
statements attributable to us or individuals appearing on our behalf are expressly
certified of their entirety by the foregoing.

Overview


We're a fee-based, growth-oriented, Delaware grasp restricted partnership shaped
in February 2013 by subsidiaries of PBF Vitality to personal or lease, function, develop
and purchase crude oil and refined petroleum merchandise terminals, pipelines,
storage amenities and related logistics belongings. PBF GP is our common accomplice
and is wholly-owned by PBF LLC. PBF Vitality is the only managing member of PBF
LLC and, as of December 31, 2020, owned 99.2% of the entire financial curiosity in
PBF LLC. As of December 31, 2020, PBF LLC held a 48.0% restricted accomplice curiosity
in us, with the remaining 52.0% restricted accomplice curiosity owned by public
unitholders.

Our enterprise contains the belongings, liabilities and outcomes of operations of
sure crude oil, refined merchandise, pure gasoline and intermediates terminaling,
pipeline, storage and processing belongings, together with these beforehand operated and
owned by PBF Holding's subsidiaries and PBF Holding's beforehand held
subsidiaries. Confer with "Merchandise 1. Enterprise" of this Type 10-Okay for extra detailed
info concerning our enterprise and belongings.

Enterprise Developments

Confer with “Enterprise Developments” included in “Merchandise 1. Enterprise” of this
Type 10-Okay for dialogue concerning our enterprise developments through the fiscal
12 months 2020.

Rules of Mixture and Consolidation and Foundation of Presentation


Our Predecessor didn't traditionally function its belongings for the aim of
producing income unbiased of different PBF Vitality companies that we help,
apart from the DCR Merchandise Pipeline and the Paulsboro Lube Oil
Terminal. In reference to the closing of the IPO and the Acquisitions from
PBF, we entered into industrial and repair agreements with subsidiaries of PBF
Vitality, underneath which we function our belongings for the aim of producing
fee-based income. We obtain, deal with and switch crude oil, refined merchandise
and pure gasoline from sources situated all through the U.S. and Canada and retailer
crude oil, refined merchandise and intermediates for PBF Vitality in help of its
refineries situated in Paulsboro, New Jersey; Delaware Metropolis, Delaware; Toledo,
Ohio; Chalmette, Louisiana; Torrance, California; and Martinez, California. In
2020, PBF Vitality reconfigured its Delaware and Paulsboro refineries, quickly
idling sure of its main processing items on the Paulsboro Refinery, so as
to function the 2 refineries as one useful unit known as the "East
Coast Refining System." We acquired numerous terminal, pipeline and storage
belongings from PBF Vitality, that are integral parts of the crude oil, refined
merchandise and pure gasoline supply and storage operations at PBF Vitality's
refineries. As well as, we generate third-party income from sure of our
belongings.

The consolidated monetary statements introduced on this Type 10-Okay embody our
consolidated monetary outcomes as of and for the interval ending December 31,
2020. We have now retrospectively adjusted our monetary info contained
herein to incorporate the historic outcomes of the Acquisitions from PBF previous to
the efficient date of every transaction together with the Improvement Property, with
the exception of the Delaware Ethanol Storage Facility as it's thought-about an
asset buy, previous to the acquisition of the Improvement Property.
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Enterprise Methods


We proceed to concentrate on the next strategic areas:
Preserve Protected, Dependable and       •Preserve, emphasize and enhance security, reliability, environmental
Environment friendly Operations.             compliance and effectivity of our operations

                                  •Enhance working efficiency by means of preventive upkeep
                                  packages, worker coaching and improvement packages
Generate Secure, Price-Primarily based Money   •Make the most of long-term, fee-based logistics contracts that present
Flows.                            steady, predictable money flows

                                  •Leverage PBF Vitality for a considerable majority of our income and
                                  proceed to hunt industrial agreements which embody minimal
                                  commitments

                                  •Generate third-party income from

sure of our belongings and search

                                  future third-party progress alternatives
Develop By means of Acquisitions and     •Pursue strategic acquisitions independently and collectively with PBF
Natural Tasks.                 Vitality that complement and develop our asset base

                                  •Pursue strategic natural initiatives that improve our present belongings
                                  and enhance our revenues

                                  •Make the most of opportunistic

dropdown transactions with our

                                  mother or father sponsor that will come up
Search to Optimize Our Present     •Improve profitability by growing throughput volumes from PBF
Property and Pursue Third-Celebration     Vitality, attracting third-party volumes, bettering working
Volumes.                          efficiencies and managing prices


How We Consider Our Operations


Our administration makes use of quite a lot of monetary and working metrics to investigate our
enterprise and section efficiency. These metrics are important elements in
assessing our working outcomes and profitability and embody, however aren't
restricted to, volumes, together with terminal and pipeline throughput and storage
capability; working and upkeep bills; and EBITDA, EBITDA attributable to
PBFX, Adjusted EBITDA and distributable money move. We outline EBITDA, EBITDA
attributable to PBFX, Adjusted EBITDA and distributable money move beneath.

Volumes. The quantity of income we generate primarily relies on the volumes of
crude oil, refined merchandise and pure gasoline that we throughput at our
terminaling and pipeline operations and our out there and utilized storage
capability. These volumes are primarily affected by the provision of and demand for
crude oil, refined merchandise and pure gasoline within the markets served straight or
not directly by our belongings. Though PBF Vitality has dedicated to minimal volumes
underneath sure industrial agreements, our outcomes of operations will probably be impacted
by:
•PBF Vitality's utilization of our belongings in extra of MVCs;
•our means to determine and execute accretive acquisitions and natural
enlargement initiatives and seize incremental PBF Vitality or third-party volumes;
and
•our means to extend throughput volumes at our amenities and supply
further ancillary companies at these terminals and pipelines.

Working and Upkeep Bills. Our administration seeks to maximise the
profitability of our operations by successfully managing working and
upkeep bills. These bills are comprised primarily of labor and
exterior contractor prices, utilities, insurance coverage premiums, repairs and upkeep
costs

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and associated property taxes. These bills usually stay comparatively steady
throughout broad ranges of throughput volumes however can fluctuate from interval to
interval relying on the combination of actions carried out throughout that interval and the
timing of those bills. We'll search to handle our upkeep expenditures on
our belongings by scheduling upkeep over time to keep away from important variability
in our upkeep expenditures and to attenuate their influence on our money move.

EBITDA, EBITDA Attributable to PBFX, Adjusted EBITDA and Distributable Money
Stream. We outline EBITDA as internet earnings (loss) earlier than internet curiosity expense
(together with amortization of mortgage charges and debt premium and accretion on
discounted liabilities), earnings tax expense, depreciation, amortization,
impairment expense and alter in contingent consideration. We outline EBITDA
attributable to PBFX as internet earnings (loss) attributable to PBFX earlier than internet
curiosity expense (together with amortization of mortgage charges and debt premium and
accretion on discounted liabilities), earnings tax expense, depreciation,
amortization, impairment expense and alter in contingent consideration
attributable to PBFX, which excludes the outcomes of Acquisitions from PBF prior
to the efficient dates of such transactions and earnings attributable to the CPI
earn-out (the portion of earnings related to an earn-out provision associated
to the acquisition of CPI). We outline Adjusted EBITDA as EBITDA attributable to
PBFX excluding acquisition and transaction prices, non-cash unit-based
compensation expense and objects that meet the circumstances of surprising, rare
and/or non-recurring costs. We outline distributable money move as EBITDA
attributable to PBFX plus non-cash unit-based compensation expense, much less money
curiosity, upkeep capital expenditures attributable to PBFX and earnings
taxes. Distributable money move won't mirror adjustments in working capital
balances. EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable
money move aren't displays made in accordance with GAAP.

EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable money move
are non-GAAP supplemental monetary measures that administration and exterior customers
of our consolidated monetary statements, akin to trade analysts, traders,
lenders and ranking companies, could use to evaluate:
•our working efficiency as in comparison with different publicly traded partnerships in
the midstream vitality trade, with out regard to historic value foundation or, in
the case of EBITDA, financing strategies;
•the power of our belongings to generate enough money move to make
distributions to our unitholders;
•our means to incur and repair debt and fund capital expenditures; and
•the viability of acquisitions and different capital expenditure initiatives and the
financial returns on numerous funding alternatives.

We imagine that the presentation of EBITDA, EBITDA attributable to PBFX and
Adjusted EBITDA gives helpful info to traders in assessing our
monetary situation and outcomes of operations and assists in evaluating our
ongoing working efficiency for present and comparative durations. We imagine
that the presentation of distributable money move will present helpful info
to traders as it's a broadly accepted monetary indicator utilized by traders to
examine partnership efficiency and gives traders with one other perspective
on the working efficiency of our belongings and the money our enterprise is
producing. EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and
distributable money move shouldn't be thought-about options to internet earnings,
earnings from operations, internet money supplied by working actions or another
measure of monetary efficiency or liquidity introduced in accordance with GAAP.
EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable money move
have essential limitations as analytical instruments as a result of they exclude some, however
not all, objects that have an effect on internet earnings and internet money supplied by working
actions. Moreover, as a result of EBITDA, EBITDA attributable to PBFX, Adjusted
EBITDA and distributable money move could also be outlined otherwise by different corporations
in our trade, our definitions of such measures might not be similar to
equally titled measures of different corporations, thereby diminishing their utility.
EBITDA, EBITDA attributable to PBFX, Adjusted EBITDA and distributable money move
are reconciled to internet earnings and internet money supplied by working actions in
this Type 10-Okay in "Administration's Dialogue and Evaluation of Monetary Situation
and Outcomes of Operations-Outcomes of Operations."
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Components Affecting the Comparability of Our Monetary Outcomes


Our outcomes of operations might not be similar to our historic outcomes of
operations attributable to our acquisition exercise, which is mentioned in Observe 4
"Acquisitions" of the Notes to Consolidated Monetary Statements included in
"Merchandise 8. Monetary Statements and Supplementary Knowledge" of this Type 10-Okay, the IDR
Restructuring, sure debt and fairness transactions and our annual inflation
adjustment to our industrial agreements. Moreover, our outcomes might not be
comparative to prior durations as a result of influence of the COVID-19 pandemic on our
enterprise in 2020, together with decrease throughput volumes at our terminals, because the
trade reacts to the associated financial downturn and unstable commodity market.

Moreover, our outcomes of operations might not be similar to our historic
outcomes of operations as a result of termination of the CPI Processing Settlement,
which resulted in an impairment cost of $7.0 million to write-down the associated
processing unit belongings and buyer contract intangible asset of $3.0 million
and $4.0 million, respectively. Confer with Observe 6 "Property, Plant and Gear,
Internet" and Observe 7 "Goodwill and Intangibles" of the Notes to Consolidated
Monetary Statements included in "Merchandise 8. Monetary Statements and Supplementary
Knowledge" of this Type 10-Okay for additional dialogue. Roughly $35.2 million of
our income for the 12 months ended December 31, 2020 was attributable to the CPI
Processing Settlement.

Different Components That Will Considerably Have an effect on Our Outcomes


Provide and Demand for Crude Oil, Refined Merchandise and Pure Gasoline. We generate
income by charging charges for receiving, dealing with, transferring, storing,
throughputting and processing crude oil, refined merchandise and pure gasoline. A
majority of our income is derived from MVC, fee-based industrial agreements
with subsidiaries of PBF Vitality with preliminary phrases starting from one to fifteen
years, which improve the soundness of our money flows. The quantity of crude oil,
refined merchandise and pure gasoline that's throughput relies upon considerably on PBF
Vitality's operational wants that are largely impacted by refining margins.
Refining margins are drastically dependent upon the value of crude oil or different
refinery feedstocks, refined merchandise and pure gasoline.

Components driving the costs of petroleum-based commodities embody provide and
demand for crude oil, gasoline and different refined merchandise. Provide and demand for
these merchandise rely on quite a few elements exterior of our management, together with
adjustments in home and overseas economies, climate circumstances, home and
overseas political affairs, manufacturing ranges, logistics constraints,
availability of imports, advertising and marketing of aggressive fuels, crude oil worth
differentials and authorities regulation. The influence of the unprecedented world
well being and financial disaster sparked by the COVID-19 pandemic was amplified late
within the first quarter of 2020 attributable to actions made by the world's largest oil
producers to extend market share. This created simultaneous shocks in oil
provide and demand leading to an financial problem to our trade which has
not occurred since our formation. These elements have resulted in important
demand destruction for refined petroleum merchandise and atypical volatility in oil
commodity costs by means of the top of 2020 and should proceed for the foreseeable
future. Though the results could also be mitigated by MVC provisions in sure of
our industrial contracts, this general demand destruction and market surroundings
may result in decrease storage or throughput volumes processed at our belongings, which
may negatively influence our outcomes of operations and money flows. Whereas it's
unattainable to estimate the period or full monetary influence of the COVID-19
pandemic, a good portion of the unfavorable impacts and threat to us could also be
mitigated by means of our MVCs inside the industrial agreements with PBF Holding.
Confer with "Merchandise 1A. Danger Components" of this Type 10-Okay for extra info on
elements affecting margins and commodity pricing.

Acquisition and Natural Progress Alternatives. We could purchase further
logistics belongings from PBF Vitality or third events. Below our Omnibus Settlement,
topic to sure exceptions, now we have a proper of first provide on sure
logistics belongings owned by PBF Vitality to the extent PBF Vitality decides to promote,
switch or in any other case get rid of any of these belongings. We even have a proper of
first provide to amass further logistics belongings that PBF Vitality could assemble
or purchase sooner or later. Our industrial agreements present us with choices to
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buy sure belongings at PBF Holding's refineries associated to our enterprise in
the occasion PBF Vitality completely shuts down PBF Holding's refineries. In
addition, our industrial agreements present us with the appropriate to make use of sure
belongings at PBF Holding's refineries within the occasion of a short lived shutdown.
Moreover, we could pursue strategic asset acquisitions from third events or
natural progress initiatives to the extent such acquisitions or initiatives complement
our or PBF Vitality's present asset base or present enticing potential returns.
Figuring out and executing acquisitions and natural progress initiatives is a key half
of our technique, and we imagine that we're well-positioned to amass logistics
belongings from PBF Vitality and third events ought to such alternatives come up.
Nevertheless, there isn't a assure that we can determine enticing
natural progress initiatives or acquisitions sooner or later, or be capable to consummate
any such alternatives recognized. Moreover, if we don't full
acquisitions or natural progress initiatives on economically acceptable phrases, our
future progress will probably be restricted, and the acquisitions or initiatives we do full
could scale back, relatively than enhance, our money out there for distribution. These
acquisitions and natural progress initiatives may additionally have an effect on the comparability of
our outcomes from interval to interval. We anticipate to fund future progress capital
expenditures primarily from a mix of cash-on-hand, borrowings underneath the
Revolving Credit score Facility and the issuance of further fairness or debt
securities. To the extent we challenge further items to fund future acquisitions
or enlargement capital expenditures, the funds of distributions on these
further items could enhance the danger that we'll be unable to keep up or
enhance our per unit distribution stage.

Third-Celebration Enterprise. As of December 31, 2020, PBF Holding accounts for a
substantial majority of our income, and we proceed to anticipate {that a} majority
of our income for the foreseeable future will probably be derived from operations
supporting PBF Holding's refineries. We're inspecting additional diversification of
our buyer base by probably creating further third-party throughput
volumes in our present system and persevering with to discover increasing our asset
portfolio to service third-party clients. Until we're profitable in
attracting further third-party clients, our means to extend volumes
will probably be depending on PBF Holding, which has no obligation underneath our industrial
agreements to provide our amenities with further volumes in extra of its
MVCs. If we're unable to extend throughput or storage volumes, future progress
could also be restricted.
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Outcomes of Operations

A dialogue and evaluation of the elements contributing to our outcomes of
operations are introduced beneath. The monetary statements, along with the
following info, are supposed to offer traders with an inexpensive foundation
for assessing our historic operations however shouldn’t function the one
standards for predicting our future efficiency.


Mixed Overview. The next tables summarize our outcomes of operations and
monetary information for the years ended December 31, 2020, 2019 and 2018. The
following information must be learn along with our Consolidated Monetary
Statements and the notes thereto included in "Merchandise 8. Monetary Statements and
Supplementary Knowledge" of this Type 10-Okay.
                                                                            

12 months Ended December 31,

                                                                  2020                2019                2018
                                                                                 (In 1000's)
Income:
Affiliate                                                     $  289,406$  300,877$  259,426
Third-Celebration                                                       70,849              39,335              24,014
Whole income                                                    360,255             340,212             283,440

Prices and bills:
Working and upkeep bills                                99,852             118,614              88,390
Normal and administrative bills                               18,748              24,515              21,371
Depreciation and amortization                                     53,707              38,601              29,809
Impairment expense                                                 7,000                   -                   -
Change in contingent consideration                               (14,390)               (790)                  -
Whole prices and bills                                         164,917             180,940             139,570

Revenue from operations                                           195,338             159,272             143,870

Different expense:
Curiosity expense, internet                                            (44,377)            (46,555)            (40,541)
Amortization of mortgage charges and debt premium                        (1,741)             (1,780)             (1,717)
Accretion on discounted liabilities                               (1,788)             (2,768)               (775)

Internet earnings                                                       147,432             108,169             100,837
Much less: Internet loss attributable to Predecessor                             -                   -              (2,443)
Much less: Internet earnings attributable to noncontrolling
curiosity                                                               -               7,881              17,819
Internet earnings attributable to the companions                          147,432             100,288              85,461
Much less: Internet earnings attributable to the IDR holder                        -                   -              10,011

Internet earnings attributable to PBF Logistics LP unitholders $ 147,432

      $  100,288$   75,450

Different information:
EBITDA attributable to PBFX                                   $  229,995$  184,807$  152,428
Adjusted EBITDA                                                  237,010             200,988             161,081
Distributable money move                                          181,740             137,050             111,586
Capital expenditures, together with acquisitions                      12,308              31,746             175,696



Reconciliation of Non-GAAP Monetary Measures. As described in "Administration's
Dialogue and Evaluation of Monetary Situation and Outcomes of Operations-How We
Consider Our Operations," our administration makes use of EBITDA, EBITDA attributable to
PBFX, Adjusted EBITDA and distributable money move to
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analyze our efficiency. The next desk presents a reconciliation of
EBITDA, EBITDA attributable to PBFX and distributable money move to internet earnings,
which is essentially the most straight comparable GAAP monetary measure of working
efficiency on a historic foundation, for the durations indicated.

12 months Ended December 31,

                                                                  2020                2019                2018
                                                                                 (In 1000's)
Internet earnings                                                    $  147,432$  108,169$  100,837
Curiosity expense, internet                                             44,377              46,555              40,541
Amortization of mortgage charges and debt premium                         1,741               1,780               1,717
Accretion on discounted liabilities                                1,788               2,768                 775
Change in contingent consideration                               (14,390)               (790)                  -
Impairment expense                                                 7,000                   -                   -
Depreciation and amortization                                     53,707              38,601              29,809
EBITDA                                                           241,655             197,083             173,679
Much less: Predecessor EBITDA                                               -                   -              (2,051)
Much less: Noncontrolling curiosity EBITDA                                   -              10,180              23,302
Much less: Earnings attributable to the CPI earn-out                   11,660               2,096                   -
EBITDA attributable to PBFX                                      229,995             184,807             152,428
Non-cash unit-based compensation expense                           4,939               6,765               5,757
Money curiosity                                                    (45,088)            (47,081)            (40,685)
Upkeep capital expenditures attributable to PBFX             (8,106)             (7,441)             (5,914)
Distributable money move                                       $  181,740$  137,050$  111,586



The next desk presents a reconciliation of EBITDA, EBITDA attributable to
PBFX and distributable money move to internet money supplied by working actions,
which is essentially the most straight comparable GAAP monetary measure of liquidity on a
historic foundation, for the durations indicated.
                                                                             12 months Ended December 31,
                                                                  2020                2019                2018
                                                                                 (In 1000's)
Internet money supplied by working actions                     $  186,642$  149,007$  133,141
Change in working belongings and liabilities                        15,575               8,286               5,754
Curiosity expense, internet                                             44,377              46,555              40,541
Non-cash unit-based compensation expense                          (4,939)             (6,765)             (5,757)
EBITDA                                                           241,655             197,083             173,679
Much less: Predecessor EBITDA                                               -                   -              (2,051)
Much less: Noncontrolling curiosity EBITDA                                   -              10,180              23,302
Much less: Earnings attributable to the CPI earn-out                   11,660               2,096                   -
EBITDA attributable to PBFX                                      229,995             184,807             152,428
Non-cash unit-based compensation expense                           4,939               6,765               5,757
Money curiosity                                                    (45,088)            (47,081)            (40,685)
Upkeep capital expenditures attributable to PBFX             (8,106)             (7,441)             (5,914)
Distributable money move                                       $  181,740$  137,050$  111,586








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The next desk presents a reconciliation of EBITDA, EBITDA attributable to
PBFX and Adjusted EBITDA to internet earnings, which is essentially the most straight comparable
GAAP monetary measure of working efficiency on a historic foundation, for the
durations indicated.
                                                                   12 months Ended December 31,
                                                             2020           2019           2018
                                                                       (In 1000's)
Internet earnings                                                $ 147,432$ 108,169$ 100,837
Curiosity expense, internet                                        44,377         46,555         40,541
Amortization of mortgage charges and debt premium                    1,741          1,780          1,717
Accretion on discounted liabilities                           1,788          2,768            775
Change in contingent consideration                          (14,390)          (790)             -
Impairment expense                                            7,000              -              -
Depreciation and amortization                                53,707         38,601         29,809
EBITDA                                                      241,655        197,083        173,679
Much less: Predecessor EBITDA                                          -              -         (2,051)
Much less: Noncontrolling curiosity EBITDA                              -         10,180         23,302
Much less: Earnings attributable to the CPI earn-out              11,660          2,096              -
EBITDA attributable to PBFX                                 229,995        184,807        152,428
Acquisition and transaction prices                             1,382          3,842          2,896
Non-cash unit-based compensation expense                      4,939          6,765          5,757
East Coast Terminals environmental remediation prices            694          4,692              -
PNGPC tariff true-up adjustment                                   -            882              -
Adjusted EBITDA                                           $ 237,010$ 200,988$ 161,081

The next desk presents a reconciliation of internet earnings attributable to
noncontrolling curiosity and noncontrolling curiosity EBITDA, for informational
functions, for the durations indicated.

                                                                               12 months Ended December 31,
                                                                    2020                  2019                2018
                                                                                   (In 1000's)
Internet earnings attributable to noncontrolling curiosity            $         -   

$ 7,881$ 17,819
Depreciation and amortization associated to noncontrolling
curiosity (a)

                                                            -                  2,299               5,483
Noncontrolling curiosity EBITDA                                $         -   

$ 10,180$ 23,302

____________

(a)Represents 50% of depreciation and amortization for Torrance Valley Pipeline
Firm LLC ("TVPC") for the 5 months ended Might 31, 2019 and the 12 months ended
December 31, 2018. Subsequent to buying the remaining 50% fairness curiosity in
TVPC on Might 31, 2019 (the "TVPC Acquisition"), we personal 100% of the fairness
curiosity in TVPC and not file a noncontrolling curiosity.












                                       63
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Abstract.


Our internet earnings for the 12 months ended December 31, 2020 elevated by roughly
$39.3 million, or 36.3%, to $147.4 million from $108.2 million for the 12 months
ended December 31, 2019, particulars of that are proven within the following graph and
additional described beneath.

                    [[Image Removed: pbfx-20201231_g4.jpg]]

The rise in internet earnings was primarily as a result of following:
•a rise in complete income of roughly $20.0 million, or 5.9%, primarily
attributable to the recommencement of operations of sure belongings at our East
Coast storage facility, operations of just lately constructed belongings and inflation
fee changes applied in accordance with sure of our industrial
agreements (the "Inflation Price Enhance") in 2020, offset by decrease income
attributable to sure belongings not topic to MVC shortfall funds attributable to a
discount in throughput volumes because of the COVID-19 pandemic, in addition to
decrease pass-through utilities charges;
•a lower in working and upkeep bills of roughly $18.8
million, or 15.8%, because of decreased discretionary spending, together with
upkeep and out of doors service prices, in response to the COVID-19 pandemic, as
effectively as decrease environmental clean-up remediation prices, decrease utility bills
attributable to decreased vitality utilization and no remediation of product contamination prices in
2020 in comparison with prices incurred in 2019 for product contamination remediation at
one in every of our terminals, offset by bills associated to the recommencement of
operations of sure belongings at our East Coast storage facility;
•a lower basically and administrative bills of roughly $5.8
million, or 23.5%, because of decreased acquisition and transaction prices
and unit-based compensation expense;
•a lower in change in contingent consideration of roughly $13.6 million
as a result of termination of the CPI Processing Settlement in This fall 2020 and the
ensuing elimination of the projected earn-out legal responsibility for future durations,
offset by a rise in estimated future payouts for the present annual interval
of the CPI Processing Settlement; and
•a lower in different bills of roughly $3.2 million, or 6.3%, associated
to:
•a lower in curiosity expense of roughly $2.2 million, or 4.7%, as a
results of decrease borrowings underneath our Revolving Credit score Facility; and
•a lower in accretion on discounted liabilities of roughly $1.0
million, or 35.4%, attributable to decrease excellent legal responsibility;
                                       64
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offset by the next:
•a rise in depreciation and amortization of roughly $15.1 million, or
39.1%, ensuing from the accelerated depreciation and amortization of sure
CPI tangible and intangible belongings, which had been topic to the termination of the
CPI Processing Settlement in This fall 2020, in addition to the timing of acquisitions and
new belongings being positioned in service; and
•a rise in impairment expense of $7.0 million ensuing from an impairment
cost to write-down the processing unit belongings and buyer contract intangible
asset in reference to the termination of the CPI Processing Settlement.

EBITDA attributable to PBFX for the 12 months ended December 31, 2020 elevated by
roughly $45.2 million to $230.0 million from $184.8 million for the 12 months
ended December 31, 2019 as a result of elements famous above, excluding the influence of
depreciation and amortization, impairment expense, curiosity expense, internet,
amortization of mortgage charges and debt premium, accretion on discounted liabilities,
change in contingent consideration, noncontrolling curiosity and earnings
attributable to the CPI earn-out.

Adjusted EBITDA for the 12 months ended December 31, 2020 elevated by roughly
$36.0 million to $237.0 million from $201.0 million for the 12 months ended
December 31, 2019 as a result of elements famous above, excluding the influence of
acquisition and transaction prices, unit-based compensation, sure
environmental remediation prices and sure tariff true-up changes.


Our internet earnings for the 12 months ended December 31, 2019 elevated by roughly
$7.3 million, or 7.3%, to $108.2 million from $100.8 million for the 12 months
ended December 31, 2018, particulars of that are proven within the following graph and
additional described beneath.

                    [[Image Removed: pbfx-20201231_g5.jpg]]

The rise in internet earnings was primarily as a result of following:
•a rise in complete income of roughly $56.8 million, or 20.0%,
primarily attributable to operations of just lately acquired or constructed belongings,
together with the recommencement of sure of the idled belongings acquired within the
acquisition of the East Coast Storage Property (the "East Coast Storage Property
Acquisition"), the 2019 Inflation Price Enhance and better throughput at sure
of our belongings, offset by a lower in income on the Paulsboro Pure Gasoline
Pipeline attributable to a discount in its pipeline tariff based mostly on the decrease than
finances Paulsboro Pure Gasoline Pipeline challenge prices, which had been finalized throughout
the primary quarter of 2019 (the "PNGPC Price Adjustment"); and
                                       65
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•a rise in change in contingent consideration of roughly $0.8 million
because of the change in estimated future payouts related to the
Contingent Consideration;
offset by the next:
•a rise in working and upkeep bills of roughly $30.2
million, or 34.2%, because of bills associated to the operations of just lately
acquired belongings, increased environmental clean-up remediation prices, elevated
upkeep exercise, elevated utility bills coinciding with increased
throughput at sure of our belongings, elevated regulatory prices and remediation
of product contamination prices at one in every of our terminals;
•a rise basically and administrative bills of roughly $3.1
million, or 14.7%, because of transaction prices associated to the IDR
Restructuring, increased unit-based compensation expense and better annual expense
related to the Omnibus Settlement, offset by decrease acquisition associated
prices;
•a rise in depreciation and amortization of roughly $8.8 million, or
29.5%, associated to the timing of acquisitions and new belongings being positioned in
service; and
•a rise in different expense of roughly $8.1 million, or 18.8%, associated
to:
•a rise in curiosity expense, internet of roughly $6.0 million, or 14.8%,
attributable to increased borrowings underneath the Revolving Credit score Facility;
•a rise in amortization of mortgage charges and debt premium of roughly $0.1
million, or 3.7%; and
•a rise in accretion on discounted liabilities of roughly $2.0
million, or 257.2%, attributable to a full 12 months of accretion on the discounted
liabilities recorded in reference to the acquisition of the East Coast
Storage Property.

EBITDA attributable to PBFX for the 12 months ended December 31, 2019 elevated by
roughly $32.4 million to $184.8 million from $152.4 million for the 12 months
ended December 31, 2018 as a result of elements famous above, excluding the influence of
depreciation and amortization, curiosity expense, internet, amortization of mortgage charges
and debt premium, accretion on discounted liabilities, change in contingent
consideration, noncontrolling curiosity and earnings attributable to the CPI
earn-out.

Adjusted EBITDA for the 12 months ended December 31, 2019 elevated by roughly
$39.9 million to $201.0 million from $161.1 million for the 12 months
ended December 31, 2018 as a result of elements famous above, excluding the influence of
acquisition and transaction prices, unit-based compensation, sure
environmental remediation prices and the PNGPC Price Adjustment.

















                                       66
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Section Data


Our operations are comprised of working segments, that are strategic enterprise
items that provide totally different companies in numerous geographical areas. We overview
operations in two reportable segments: (i) Transportation and Terminaling and
(ii) Storage. Selections regarding the allocation of assets and evaluation of
working efficiency are made based mostly on this segmentation. Administration measures
the working efficiency of every of our reportable segments based mostly on the
section working earnings. Section working earnings is outlined as internet income
much less working bills, depreciation and amortization, impairment expense and
change in contingent consideration. Normal and administrative bills and
curiosity bills not included within the Transportation and Terminaling and Storage
segments are included in Company. Section reporting is additional mentioned in
Observe 14 "Section Data" of the Notes to Consolidated Monetary Statements
included in "Merchandise 8. Monetary Statements and Supplementary Knowledge" of this
Type 10-Okay.

Transportation and Terminaling Section

The next desk and dialogue present a proof of our outcomes of
operations of the Transportation and Terminaling section for the years
ended December 31, 2020, 2019 and 2018:

                                                                              12 months Ended December 31,
                                                                   2020                 2019                 2018
                         (in 1000's, apart from complete throughput and lease tank capability)
Income:
Affiliate                                                     $   248,134$   261,847$   232,316
Third-party                                                        22,889               20,898               18,096
Whole income                                                     271,023              282,745              250,412

Prices and bills:
Working and upkeep bills                                 73,451               91,883               76,176

Depreciation and amortization                                      28,308               27,826               24,899
Whole prices and bills                                          101,759              119,709              101,075

Transportation and Terminaling Section Working Revenue $ 169,264

$ 163,036$ 149,337


Key Working Data
Transportation and Terminaling Section
Terminals
Whole throughput (bpd)*                                           230,167              293,504              291,655
Lease tank capability (common lease capability barrels per
month)**                                                        2,396,478            2,194,328            2,067,660
Pipelines
Whole throughput (bpd)*                                           149,049              163,608              164,787
Lease tank capability (common lease capability barrels per
month)**                                                        1,136,222            1,377,544            1,583,294


____________
(*) Calculated because the sum of the typical throughput per day for every asset group
for the interval introduced.
(**)Lease capability is predicated on tanks in service and common lease capability
out there through the interval.






                                       67
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12 months Ended December 31, 2020 In comparison with 12 months Ended December 31, 2019


Our Transportation and Terminaling working earnings for the 12 months
ended December 31, 2020 elevated by roughly $6.2 million, or 3.8%, to
$169.3 million from $163.0 million for the 12 months ended December 31, 2019, particulars
of that are proven within the following graph and additional described beneath.

                    [[Image Removed: pbfx-20201231_g6.jpg]]

The rise in working earnings was primarily as a result of following:
•a lower in working and upkeep bills of roughly $18.4
million, or 20.1%, because of decreased discretionary spending, together with
upkeep and out of doors service prices, in response to the COVID-19 pandemic, as
effectively as decrease environmental clean-up remediation prices and decrease utility
bills attributable to decreased vitality utilization and no remediation of product contamination
prices in 2020 in comparison with prices incurred in 2019 for product contamination
remediation at one in every of our terminals;
offset by the next:
•a lower in income of roughly $11.7 million, or 4.1%, primarily
attributable to a discount in throughput volumes because of the COVID-19
pandemic, in addition to decrease pass-through utilities charges, offset by the 2020
Inflation Price Enhance; and
•a rise in depreciation and amortization of roughly $0.5 million, or
1.7%, associated to the timing of acquisitions and new belongings being positioned in
service.











                                       68
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12 months Ended December 31, 2019 In comparison with 12 months Ended December 31, 2018


Our Transportation and Terminaling working earnings for the 12 months
ended December 31, 2019 elevated by roughly $13.7 million, or 9.2%, to
$163.0 million from $149.3 million for the 12 months ended December 31, 2018, particulars
of that are proven within the following graph and additional described beneath.

                    [[Image Removed: pbfx-20201231_g7.jpg]]

The rise in working earnings was primarily as a result of following:
•a rise in income of roughly $32.3 million, or 12.9%, primarily
attributable to operations of just lately acquired or constructed belongings, increased
throughput at sure of our belongings and the 2019 Inflation Price Enhance, offset
by a lower in income on the Paulsboro Pure Gasoline Pipeline as a result of PNGPC
Price Adjustment;
offset by the next:
•a rise in working and upkeep bills of roughly $15.7
million, or 20.6%, attributable to bills associated to the operations of just lately
acquired belongings, increased environmental clean-up remediation prices, elevated
upkeep exercise, elevated utility bills coinciding with increased
throughput at sure of our belongings, remediation of product contamination prices
at one in every of our terminals and elevated regulatory prices; and
•a rise in depreciation and amortization of roughly $2.9 million, or
11.8%, associated to the timing of acquisitions and new belongings being positioned in
service.












                                       69
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Storage Section


The next desk and dialogue present a proof of our outcomes of
operations of the Storage section for the years ended December 31,
2020, 2019 and 2018:
                                                                             12 months Ended December 31,
                                                                  2020                 2019                 2018
                      (in 1000's, apart from storage capability reserved and complete throughput)

Income:
Affiliate                                                    $    41,272$    39,030$    27,110
Third-party                                                       47,960               18,437                5,918
Whole income                                                     89,232               57,467               33,028

Prices and bills:
Working and upkeep bills                                26,401               26,731               12,214

Depreciation and amortization                                     25,399               10,775                4,910
Impairment expense                                                 7,000                    -                    -
Change in contingent consideration                               (14,390)                (790)                   -
Whole prices and bills                                          44,410               36,716               17,124
Storage Section Working Revenue                             $    44,822

$ 20,751$ 15,904


Key Working Data
Storage Section
Storage capability reserved (common shell capability
barrels monthly)*                                            7,630,699            7,891,670            7,550,292
Whole throughput (bpd)**                                          22,958               29,056                    -


____________
(*)Storage capability is predicated on tanks in service and common shell capability
out there through the interval.
(**)Calculated because the sum of the typical throughput per day for every asset group
for the interval introduced.























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12 months Ended December 31, 2020 In comparison with 12 months Ended December 31, 2019


Our Storage working earnings for the 12 months ended December 31, 2020 elevated by
roughly $24.1 million, or 116.0%, to $44.8 million from $20.8 million for
the 12 months ended December 31, 2019, particulars of that are proven within the following
graph and additional described beneath.

                    [[Image Removed: pbfx-20201231_g8.jpg]]

The rise in working earnings was primarily as a result of following:
•a rise in income of roughly $31.8 million, or 55.3%, primarily
attributable to the recommencement of operations of sure belongings at our East
Coast storage facility and the 2020 Inflation Price Enhance;
•a rise in change in contingent consideration of roughly $13.6
million as a result of termination of the CPI Processing Settlement in This fall 2020 and
the ensuing elimination of the projected earn-out legal responsibility for future
durations, offset by the rise in estimated future payouts for the present
annual interval of the CPI Processing Settlement; and
•a lower in working and upkeep bills of roughly $0.3 million,
or 1.2%, because of decreased spending at our amenities attributable to value reducing
measures taken because of the COVID-19 pandemic, together with decrease upkeep
exercise, offset by the recommencement of operations of sure belongings at our
East Coast storage facility;
offset by the next:
•a rise in depreciation and amortization of roughly $14.6 million, or
135.7%, ensuing from the accelerated depreciation and amortization of sure
CPI tangible and intangible belongings, which had been topic to the termination of the
CPI Processing Settlement in This fall 2020, in addition to the timing of acquisitions and
new belongings being positioned in service; and
•a rise in impairment expense of $7.0 million ensuing from an impairment
cost to write-down the processing unit belongings and buyer contract intangible
asset in reference to the termination of the CPI Processing Settlement.




                                       71
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12 months Ended December 31, 2019 In comparison with 12 months Ended December 31, 2018


Our Storage working earnings for the 12 months ended December 31, 2019 elevated by
roughly $4.8 million, or 30.5%, to $20.8 million from $15.9 million for
the 12 months ended December 31, 2018, particulars of that are proven within the following
graph and additional described beneath.

                    [[Image Removed: pbfx-20201231_g9.jpg]]

The rise in working earnings was primarily as a result of following:
•a rise in income of roughly $24.4 million, or 74.0%, primarily
attributable to the East Coast Storage Property operations, together with the
recommencement of sure of the idled belongings acquired within the East Coast Storage
Property Acquisition, and the 2019 Inflation Price Enhance; and
•a rise in change in contingent consideration of roughly $0.8
million, because of the change in estimated future payouts related to
the Contingent Consideration;
offset by the next:
•a rise in working and upkeep bills of roughly $14.5
million, or 118.9%, attributable to bills related to the East Coast Storage
Property, in addition to elevated regulatory prices; and
•a rise in depreciation and amortization of roughly $5.9 million, or
119.5%, associated to the timing of acquisitions and new belongings being positioned in
service.

Liquidity and Capital Sources


Because of the COVID-19 pandemic and the present difficult and unstable market
circumstances, our enterprise and working outcomes have been impacted by demand
destruction for refined petroleum merchandise because of the worldwide financial
slowdown and governmental and client responses, together with journey restrictions
and stay-at-home orders. Such circumstances proceed to have an effect on our operations and
monetary situation attributable to adjustments within the utilization and stage of demand for our
companies, together with a discount in third-party and incremental affiliate
income. We anticipate our ongoing sources of liquidity to incorporate money generated
from operations (a good portion of that are supported by MVCs in our
industrial agreements), borrowings underneath the Revolving Credit score Facility and
issuances of further debt and fairness securities as acceptable given market
circumstances. Moreover, we stay targeted on alternatives to help our
monetary place within the present surroundings, together with limiting capital
expenditures, decreasing discretionary actions and third-party companies and
regularly assessing our quarterly distribution stage. Whereas it's unattainable
to estimate the period or full monetary
                                       72
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influence of the COVID-19 pandemic and unstable market circumstances, we anticipate that
these sources of funds will probably be satisfactory to offer for our short-term and
long-term liquidity wants, together with our debt service, capital expenditures and
distributions on our items. We might also pursue different strategic initiatives to
strengthen our monetary place, together with debt and/or fairness securities
repurchases, to the extent such initiatives could be funded with out impairing our
liquidity. Confer with "Merchandise 1A. Danger Components" of this Type 10-Okay for additional
info.

Our largest buyer is our affiliate, PBF Holding, a subsidiary of our mother or father
sponsor. PBF Vitality has initiated a number of steps as a part of a strategic plan to
navigate present unstable markets and protect or improve its liquidity,
together with asset gross sales, new debt issuances, quickly idling numerous items at
sure refineries to optimize manufacturing, reductions in capital and working
expenditures, suspension of its dividend and exploring different potential
opportunistic financing actions. We imagine such actions will enable PBF
Vitality to proceed to honor its industrial agreements with us.

In response to the impacts of the COVID-19 pandemic, we decreased our quarterly
distribution to our minimal quarterly distribution of $0.30 per unit efficient
with the distribution for the primary quarter of 2020. This discount represents a
strategic shift to construct our money move protection, de-lever our enterprise and
enhance our monetary assets as we proceed to pursue potential natural
progress initiatives or strategic acquisition alternatives. Nevertheless, we intend to
proceed to pay a minimum of the minimal quarterly distribution of $0.30 per unit
per quarter, or $1.20 per unit on an annualized foundation, which aggregates
to roughly $18.9 million per quarter and roughly $75.6 million on an
annualized foundation based mostly on the variety of widespread items excellent as of
December 31, 2020.

As of December 31, 2020, we had roughly $331.4 million of liquidity,
together with roughly $36.3 million in money and money equivalents, and entry
to roughly $295.1 million underneath the Revolving Credit score Facility.

The tables beneath summarize our 2020 and 2019 quarterly distributions associated to
our quarterly monetary outcomes:

                                                                          Quarterly            Quarterly Distribution             Whole Money
                                                                      Distribution per            per Widespread Unit,            Distributions (in
        Quarter Ended                    Declaration Date                Widespread Unit                 Annualized                 1000's) (a)
December 31, 2020                       February 11, 2021            $         0.3000          $            1.2000          $            18,709
September 30, 2020                       October 29, 2020                      0.3000                       1.2000                       18,708
June 30, 2020                             July 31, 2020                        0.3000                       1.2000                       18,706
March 31, 2020                             Might 15, 2020                        0.3000                       1.2000                       18,705
December 31, 2019                       February 13, 2020                      0.5200                       2.0800                       32,308
September 30, 2019                       October 31, 2019                      0.5200                       2.0800                       32,298
June 30, 2019                             August 1, 2019                       0.5150                       2.0600                       31,986
March 31, 2019                             Might 1, 2019                         0.5100                       2.0400                       31,674


____________
(a)Money distributions are paid within the quarter subsequent to the interval during which
the distributions are earned. For the quarter ended December 31, 2020, the entire
money distribution was estimated based mostly on vested shares anticipated to be
excellent as of the file date. We don't anticipate the precise distribution to
be materially totally different.






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Credit score Amenities

Revolving Credit score Facility


The utmost quantity out there underneath the Revolving Credit score Facility was elevated
to $500.0 million in July 2018. We have now the power to additional enhance the
most quantity of the Revolving Credit score Facility by an extra $250.0 million,
to a complete facility dimension of $750.0 million, topic to receiving elevated
commitments from its lenders or different monetary establishments and satisfaction of
sure circumstances. Confer with Observe 8 "Debt" of the Notes to Consolidated
Monetary Statements included in "Merchandise 8. Monetary Statements and Supplementary
Knowledge" of this Type 10-Okay for additional info concerning the Revolving Credit score
Facility, in addition to info pertaining to corresponding monetary and different
covenants. We're in compliance with the monetary and different covenants as of
December 31, 2020.

In the course of the 12 months ended December 31, 2020, we made internet repayments of $83.0 million
underneath the Revolving Credit score Facility.

Senior Notes


Throughout 2015 and 2017, we and our wholly-owned subsidiary, PBF Finance, issued a
mixed $525.0 million combination principal quantity of the 2023 Notes. The 2023
Notes are assured on a senior unsecured foundation by all of our subsidiaries. In
addition, PBF LLC gives a restricted assure of assortment of the principal
quantity of the 2023 Notes, however isn't in any other case topic to the covenants of the
indenture governing the 2023 Notes. We have now the choice to repurchase all or a
portion of the 2023 Notes at various costs at least 100% of the principal
quantities of the notes plus accrued and unpaid curiosity. The holders of the 2023
Notes have the choice to require that we repurchase the principal quantities of the
2023 Notes along with any accrued and unpaid curiosity to the date of
redemption solely upon a change in management, sure asset sale transactions, or in
the occasion of a default as outlined within the indenture governing the 2023 Notes. In
addition, the 2023 Notes include covenants limiting our and our restricted
subsidiaries' means to make sure forms of investments, incur further
debt, challenge most popular fairness, create liens, make sure funds, promote belongings,
merge or consolidate with different entities, and enter into transactions with
associates. We're in compliance with the covenants as of December 31, 2020.

Money Flows

The next desk units forth our money flows for the durations indicated:

                                                                  12 months Ended December 31,
                                                            2020           2019           2018
                                                                      (In 1000's)
Internet money supplied by working actions                $ 186,642$ 149,007$ 133,141
Internet money utilized in investing actions                      (12,308)       (31,746)      (175,696)
Internet money (utilized in) supplied by financing actions       (173,016)      (102,203)        42,799
Internet change in money and money equivalents                  $   1,318      $  

15,058 $ 244

Money Flows from Working Actions


Internet money supplied by working actions elevated by roughly $37.6
million to $186.6 million for the 12 months ended December 31, 2020 in contrast
to $149.0 million for the 12 months ended December 31, 2019. The rise in internet money
supplied by working actions was the results of a rise in internet earnings of
roughly $39.3 million and a internet enhance in non-cash costs regarding
depreciation and amortization, impairment expense, amortization of mortgage charges and
debt premium, accretion on discounted liabilities, unit-based compensation and
change in contingent consideration of roughly $5.7 million, offset by a
lower within the
                                       74
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internet adjustments in working belongings and liabilities of roughly $7.3 million
primarily pushed by the timing of assortment of accounts receivables and
legal responsibility funds.


Internet money supplied by working actions elevated by roughly $15.9
million to $149.0 million for the 12 months ended December 31, 2019 in contrast
to $133.1 million for the 12 months ended December 31, 2018. The rise in internet money
supplied by working actions was the results of a internet enhance in non-cash
costs regarding depreciation and amortization, amortization of mortgage charges and
debt premium, accretion on discounted liabilities, unit-based compensation and
change in contingent consideration of roughly $11.1 million and an
enhance in internet earnings of roughly $7.3 million, offset by a lower in
the online adjustments in working belongings and liabilities of roughly $2.5
million primarily pushed by the timing of assortment of accounts receivables and
legal responsibility funds.

Money Flows from Investing Actions


Internet money utilized in investing actions decreased by roughly $19.4 million
to $12.3 million for the 12 months ended December 31, 2020 in comparison with $31.7 million
for the 12 months ended December 31, 2019. The lower in internet money utilized in investing
actions was attributable to a lower in capital expenditures of roughly $19.4
million primarily associated to a discount in capital spending within the present 12 months
in response to the COVID-19 pandemic and better capital spend on natural progress
initiatives in 2019 in comparison with 2020.

Internet money utilized in investing actions decreased by roughly $144.0 million
to $31.7 million for the 12 months ended December 31, 2019 in comparison with $175.7 million
for the 12 months ended December 31, 2018. The lower in internet money utilized in investing
actions was as a result of acquisitions of the East Coast Storage Property for
$75.0 million and the Knoxville Terminals for $58.4 million, each of which
occurred in 2018, and a lower in capital expenditures of roughly $10.6
million primarily associated to increased capital spend on natural progress initiatives in
2018 in comparison with 2019.

Money Flows from Financing Actions


Internet money utilized in financing actions elevated by roughly $70.8 million
to $173.0 million for the 12 months ended December 31, 2020 in comparison with internet money used
in financing actions of $102.2 million for the 12 months ended December 31, 2019.
Internet money utilized in financing actions for the 12 months ended December 31, 2020
consisted of distributions to unitholders of $88.4 million, internet repayments of
$83.0 million underneath the Revolving Credit score Facility and deferred financing prices
and different of $1.6 million. Internet money utilized in financing actions for the 12 months
ended December 31, 2019 consisted of the acquisition of the TVPC noncontrolling
curiosity for $200.0 million, distributions to unitholders of $123.9 million, the
deferred fee for the East Coast Storage Property Acquisition of $32.0 million
and distributions to TVPC members of $8.5 million, offset by proceeds from
issuance of widespread items of $132.5 million, internet borrowings underneath the Revolving
Credit score Facility of $127.0 million and deferred financing prices and different of $2.7
million.

Internet money utilized in financing actions modified by roughly $145.0 million to
$102.2 million for the 12 months ended December 31, 2019 in comparison with internet money
supplied by financing actions of $42.8 million for the 12 months ended
December 31, 2018. Internet money utilized in financing actions for the 12 months ended
December 31, 2019 consisted of the acquisition of the TVPC noncontrolling
curiosity for $200.0 million, distributions to unitholders of $123.9 million, the
deferred fee for the East Coast Storage Property Acquisition of $32.0 million
and distributions to TVPC members of $8.5 million, offset by proceeds from
issuance of widespread items of $132.5 million, internet borrowings underneath the Revolving
Credit score Facility of $127.0 million and deferred financing prices and different of $2.7
million. Internet money supplied by financing actions for the 12 months ended
December 31, 2018 consisted of internet borrowings underneath the Revolving Credit score
Facility of $126.3 million, proceeds from issuance of widespread items of $34.8
million and a contribution from PBF LLC of $4.2 million associated to the 2018
pre-acquisition actions of the Improvement Property, offset by distributions to
unitholders of $98.8 million, distributions to TVPC members of $20.3 million and
deferred financing prices and different of $3.5 million.
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Capital Expenditures


Our capital necessities have consisted of, and are anticipated to proceed to
include: enlargement, upkeep and regulatory capital expenditures.
Growth capital expenditures are expenditures incurred for acquisitions or
capital enhancements that we anticipate will enhance our working earnings or
working capability over the long run. Examples of enlargement capital
expenditures embody the acquisition of belongings, the development, improvement or
acquisition of kit at our amenities or initiatives that present further
throughput or storage capability to the extent such capital expenditures are
anticipated to broaden our working capability or enhance our working earnings.
Upkeep capital expenditures are expenditures (together with expenditures for
the addition or enchancment to, or the substitute of, our capital belongings, and
for the acquisition of present, or the development or improvement of recent,
capital belongings) made to keep up our long-term working earnings or working
capability. Examples of upkeep capital expenditures are expenditures for the
refurbishment and substitute of our transportation, terminaling, storage and
processing belongings and to keep up tools reliability, integrity and security.
Regulatory capital expenditures are expenditures made to realize or preserve
compliance with regulatory requirements. Examples of regulatory capital
expenditures are expenditures incurred to deal with environmental legal guidelines or
rules.

Capital expenditures for the durations introduced had been as follows:

                                                      12 months Ended December 31,
                                                 2020          2019          2018
                                                          (In 1000's)
              Growth*                      $  2,756$ 23,632$ 169,023
              Upkeep                        8,106         7,820          6,168
              Regulatory                         1,446           294            505
              Whole capital expenditures      $ 12,308$ 31,746$ 175,696

____________

(*)Growth capital expenditures embody our acquisitions for the durations
introduced.


For the 12 months ended December 31, 2020, our capital expenditures had been primarily
incurred for upkeep of the East Coast Terminals, the Toledo Storage
Facility and the Torrance Valley Pipeline, in addition to progress initiatives related
with the East Coast Storage Property. For the 12 months ended December 31, 2019, our
capital expenditures had been primarily incurred for progress initiatives related to
the East Coast Storage Property and the Improvement Property and upkeep of the
Toledo Storage Facility, the East Coast Terminals and the Torrance Valley
Pipeline. For the 12 months ended December 31, 2018, our capital expenditures had been
primarily incurred for the acquisition of the East Coast Storage Property and the
Knoxville Terminals, natural progress initiatives related to the Improvement
Property and upkeep of the Toledo Storage Facility, the East Coast Terminals
and the Torrance Valley Pipeline.

We at present anticipate to spend an combination of between roughly $10.0 million
and $20.0 million throughout 2021 for capital expenditures, of which between
roughly $10.0 million and $14.0 million relate to upkeep capital
expenditures. We anticipate the forecasted upkeep capital expenditures will
be funded primarily with money from operations and thru borrowings underneath the
Revolving Credit score Facility as wanted. We at present haven't included any
potential future acquisitions in our budgeted capital expenditures for the
twelve months ending December 31, 2021. We could depend on exterior sources
together with different borrowings underneath the Revolving Credit score Facility, and issuances of
fairness and debt securities to fund any important future enlargement.






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Contractual Obligations


Data concerning our contractual obligations as of December 31, 2020 is ready
forth within the following desk:
                                                                         Funds Due by Interval
                                                                                                                            2026 and
                                      Totals               2021             2022 and 2023           2024 and 2025            Past
                                                                             (In 1000's)

Lengthy-term debt obligations (1) $ 725,000 $ – $

      725,000          $            -          $        -
Curiosity (2)                          105,988             42,192                  63,796                       -                   -
Affiliate - companies agreements
(3)                                   195,318             16,862                  33,724                  33,724             111,008
Environmental obligations (4)           1,760                402                     750                     495                 113
Development obligations                  962                962                       -                       -                   -
Contingent Consideration (5)           12,120             12,120                       -                       -                   -
Working leases and different (6)          9,918              2,107                   1,265                   1,150               5,396
Whole obligations                 $ 1,051,066$  74,645$      824,535$       35,369$  116,517


____________________
(1)No principal quantities are due underneath the 2023 Notes and Revolving Credit score
Facility till Might 2023 and July 2023, respectively.
(2)Contains curiosity on the 2023 Notes and Revolving Credit score Facility based mostly on
excellent indebtedness as of December 31, 2020. Contains dedication charges on
the Revolving Credit score Facility by means of July 2023 utilizing charges in impact at
December 31, 2020.
(3)Contains annual fastened funds underneath the Omnibus Settlement and the Providers
Settlement, in addition to estimated obligations underneath the Omnibus Settlement to
reimburse PBF LLC for sure compensation and profit prices of staff who
dedicate greater than 50% of their time to us. Obligations underneath these agreements are
anticipated to proceed by means of the phrases of our present industrial agreements.
(4)Contains environmental liabilities related to the East Coast Terminals,
the Torrance Valley Pipeline and the East Coast Storage Property. In accordance
with the Contribution Settlement for TVPC, PBF Holding has indemnified us for any
and all prices related to environmental remediation for obligations that
existed on or earlier than August 31, 2016, together with all identified or unknown occasions.
(5)Contains the estimated Contingent Consideration quantity payable to Crown Level
Worldwide, LLC associated to the acquisition of the East Coast Storage Property
and associated earn-out funds.
(6)Contains working leases and rental and franchise funds to safe proper
of approach entry throughout sure East Coast Terminals and Torrance Valley Pipeline
belongings with numerous phrases and tenures.

Results of Inflation


Inflation within the U.S. has been comparatively low lately and didn't have a
materials influence on our outcomes of operations for the years ended December 31,
2020, 2019 and 2018, respectively, besides as famous above for the Inflation Price
Will increase.

Off-Stability Sheet Preparations

We have now not entered into any transactions, agreements or different contractual
preparations that might end in off-balance sheet liabilities, aside from
excellent letters of credit score within the quantity of $4.9 million.

Environmental and Different Issues

Environmental Rules


Our operations are topic to intensive and regularly altering federal, state
and native legal guidelines, rules and ordinances regarding the safety of the
surroundings. Amongst different issues, these legal guidelines and rules govern the emission
or discharge of pollution into or onto the land, air and water, the dealing with
and disposal of strong and dangerous wastes and the remediation of contamination.
As with the trade usually, compliance
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with present and anticipated environmental legal guidelines and rules will increase our
general value of enterprise, together with our capital prices to develop, preserve,
function and improve tools and amenities. Whereas these legal guidelines and rules
have an effect on our upkeep and regulatory capital expenditures and internet earnings, we
imagine they don't essentially have an effect on our aggressive place, because the
operations of our rivals are equally affected. We imagine our amenities
are in substantial compliance with relevant environmental legal guidelines and
rules. Nevertheless, these legal guidelines and rules, in addition to the interpretation
of such legal guidelines and rules, are topic to adjustments by regulatory authorities,
and continued and future compliance with such legal guidelines and rules could require
us to incur important expenditures. Moreover, violation of environmental
legal guidelines, rules and permits can lead to the imposition of great
administrative, civil and felony penalties, injunctions limiting our
operations, investigatory or remedial liabilities or development bans or delays
within the improvement of further amenities or tools. Moreover, a launch
of hydrocarbons or hazardous substances into the surroundings may, to the
extent the occasion isn't insured, topic us to substantial bills, together with
prices to adjust to relevant legal guidelines and rules and to resolve claims by
third events for private damage or property harm or by the U.S. federal
authorities or state governments for pure assets damages. These impacts
may straight and not directly have an effect on our enterprise and have an opposed influence on
our monetary place, outcomes of operations and liquidity. We can not at present
decide the quantities of such future impacts.

Environmental Liabilities

Contaminations ensuing from spills of crude oil or petroleum merchandise aren’t
uncommon inside the petroleum terminaling or transportation industries, and,
traditionally, spills at truck and rail racks and terminals have resulted in
contamination of the surroundings, together with soils and groundwater.


Pursuant to the Contribution Agreements entered into in reference to the IPO
and the Acquisitions from PBF, PBF Vitality has agreed to indemnify us for sure
identified and unknown environmental liabilities which might be based mostly on circumstances in
existence at our Predecessor's properties and related to the possession or
operation of the Contributed Property and arising from the circumstances that existed
previous to the closings of the IPO and the Acquisitions from PBF. As well as, we
have agreed to indemnify PBF Vitality for (i) sure occasions and circumstances
related to the possession or operation of our belongings that happen, as
relevant, after the closing of every Acquisition from PBF (together with the IPO)
and (ii) environmental liabilities associated to our belongings if the environmental
legal responsibility is the results of the negligence, willful misconduct or felony
conduct of us or our staff, together with these seconded to us. Consequently, we
could incur environmental bills sooner or later, which can be substantial.

As of December 31, 2020, now we have recorded a complete legal responsibility associated to
environmental remediation prices of $1.8 million associated to present
environmental liabilities. Confer with Observe 12 "Commitments and Contingencies" of
the Notes to Consolidated Monetary Statements included in "Merchandise 8. Monetary
Statements and Supplementary Knowledge" of this Type 10-Okay for added info.

Important Accounting Insurance policies and Estimates


Our important accounting insurance policies are described in Observe 2 "Abstract of
Accounting Insurance policies" of the Notes to Consolidated Monetary Statements included
in "Merchandise 8. Monetary Statements and Supplementary Knowledge" of this Type 10-Okay. We
put together our Consolidated Monetary Statements in conformity with GAAP, and, in
the method of making use of these ideas, we should make judgments, assumptions
and estimates based mostly on one of the best out there info on the time. To help a
reader's understanding, administration has recognized our crucial accounting
insurance policies. These insurance policies are thought-about crucial as a result of they're each most
essential to the portrayal of our monetary situation and outcomes and require
our most tough, subjective or advanced judgments. Typically they require
judgments and estimation about issues that are inherently unsure and
contain measuring, at a selected time limit, occasions that are steady in
nature. Precise outcomes could differ based mostly on the accuracy of the data
utilized and subsequent occasions, a few of which we could have little or no management
over. The next accounting insurance policies contain estimates which might be thought-about
crucial as a result of stage of subjectivity and
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judgment concerned, in addition to the influence on our monetary place and outcomes
of operations. We imagine that every one of our estimates are cheap. Until
in any other case famous, estimates of the sensitivity to earnings that might outcome from
adjustments within the assumptions utilized in figuring out our estimates isn't practicable
as a result of variety of assumptions and contingencies concerned and the big selection
of potential outcomes.

Enterprise Mixtures

We use the acquisition technique of accounting for third-party acquisitions for the
recognition of belongings acquired and liabilities assumed in enterprise mixtures
at their estimated truthful values as of the date of acquisition. Any extra
consideration transferred over the estimated truthful values of the identifiable internet
belongings acquired is recorded as goodwill. Important judgment is required in
estimating the truthful worth of belongings acquired. Consequently, within the case of
important acquisitions, we receive the help of third-party valuation
specialists in estimating truthful values of tangible and intangible belongings based mostly on
out there historic info and on expectations and assumptions concerning the
future, contemplating the angle of market individuals. Whereas our
administration believes these expectations and assumptions are cheap, they're
inherently unsure. Unanticipated market or macroeconomic occasions and
circumstances could happen, which may have an effect on the accuracy or validity of the
estimates and assumptions.

Sure of our acquisitions could embody earn-out provisions or different types of
contingent consideration. As of the acquisition date, we file contingent
consideration, as relevant, on the estimated truthful worth of anticipated future
funds related to the earn-out. Any adjustments to the recorded truthful worth of
contingent consideration, subsequent to the measurement interval, will probably be
acknowledged as earnings within the interval during which it happens. Such contingent
consideration liabilities are based mostly on greatest estimates of future anticipated fee
obligations, that are topic to vary attributable to many elements exterior of our
management. Adjustments to the estimate of anticipated future funds could happen, from
time to time, attributable to numerous causes, together with precise outcomes differing from
estimates and changes to the income or earnings assumptions used because the
foundation for the legal responsibility based mostly on historic expertise. Whereas we imagine that
our present estimate of the truthful worth of our contingent consideration legal responsibility
is affordable, it's potential that the precise future settlement of our earn-out
obligation may materially differ.

The Acquisitions from PBF had been transfers between entities underneath widespread management.
Accordingly, we file the online belongings that had been acquired from PBF Vitality on its
consolidated stability sheets at PBF Vitality's historic carrying worth relatively
than truthful worth.

Environmental Issues

Liabilities for future remediation prices are recorded when environmental
assessments and/or remediation efforts are possible and the prices could be
fairly estimated. Apart from for assessments, the timing and magnitude of
these accruals usually are based mostly on the completion of investigations or different
research or a dedication to a proper plan of motion. Environmental liabilities
are based mostly on greatest estimates of possible future prices utilizing at present out there
expertise and the influence that present rules could have on our remediation
plans. The precise settlement of our legal responsibility for environmental issues may
materially differ from our estimates attributable to quite a few uncertainties akin to
the extent of contamination, adjustments in environmental legal guidelines and rules,
potential enhancements in remediation applied sciences and the participation of
different accountable events.

Supplemental Guarantor Monetary Data


The next consolidated subsidiaries function guarantors of the obligations
underneath the 2023 Notes:
•Delaware Metropolis Logistics Firm LLC;
•Delaware Pipeline Firm LLC;
•Delaware Metropolis Terminaling Firm LLC;
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•Toledo Terminaling Firm LLC;
•PBF Logistics Merchandise Terminals LLC;
•PBFX Working Firm LLC;
•Torrance Valley Pipeline Firm LLC;
•Paulsboro Pure Gasoline Pipeline Firm LLC;
•Toledo Rail Logistics Firm LLC;
•Chalmette Logistics Firm LLC;
•Paulsboro Terminaling Firm LLC;
•DCR Storage and Loading Firm LLC;
•CPI Operations LLC; and
•PBFX Ace Holdings LLC.

These ensures are full and unconditional and joint and a number of other.

PBF Logistics LP serves as “Issuer,” with PBF Finance as “Co-Issuer.” The
indenture dated Might 12, 2015, as supplemented, amongst us, PBF Finance, the
guarantors social gathering thereto and Deutsche Financial institution Belief Firm Americas, as Trustee,
governs subsidiaries designated as “Guarantor Subsidiaries.”


As well as, PBF LLC gives a restricted assure of assortment of the principal
quantity of the 2023 Notes however isn't in any other case topic to restrictions included
within the indenture. Confer with PBF LLC's consolidated monetary statements, which
are included in its Annual Report on Type 10-Okay for the interval ended December 31,
2020.

The Co-Issuer has no unbiased belongings or operations and we do not need any
subsidiaries designated as "Non-Guarantor Subsidiaries." As such, the
consolidated outcomes of the Issuer and Guarantor Subsidiaries are mirrored in
our Consolidated Monetary Statements included in "Merchandise 8. Monetary Statements
and Supplementary Knowledge" of this Type 10-Okay.

Just lately Issued Accounting Pronouncements


In March 2020, the FASB issued ASU 2020-04, "Reference Price Reform (Subject 848):
Facilitation of the Results of Reference Price Reform on Monetary Reporting"
("ASU 2020-04"). The amendments in ASU 2020-04 present optionally available steerage to
alleviate the burden in accounting for reference fee reform by permitting sure
expedients and exceptions in making use of GAAP to contracts, hedging relationships
and different transactions affected by the anticipated market transition from LIBOR and
different interbank charges if sure standards are met. The amendments in ASU 2020-04
are efficient for all entities at any time starting on March 12, 2020 by means of
December 31, 2022 and could also be utilized from the start of an interim interval
that features the issuance date of ASU 2020-04. We're at present evaluating the
influence of this new normal on our consolidated monetary statements and associated
disclosures.

Confer with Observe 2 "Abstract of Accounting Insurance policies" of the Notes to Consolidated
Monetary Statements included in "Merchandise 8. Monetary Statements and Supplementary
Knowledge" of this Type 10-Okay for added Just lately Adopted Accounting Steering and
Just lately Issued Accounting Pronouncements.

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