CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS [Disclosure]

12 Months Ended

Dec. 31, 2015

Condensed Financial Information of Subsidiary Disclosure [Abstract]

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

PBF Services Company, Delaware City Refining Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Paulsboro Natural Gas Pipeline Company LLC, Toledo Refining Company LLC, Chalmette Refining, L.L.C. and PBF Investments LLC are 100% owned subsidiaries of PBF Holding and serve as guarantors of the obligations under the Senior Secured Notes. These guarantees are full and unconditional and joint and several. For purposes of the following footnote, PBF Holding is referred to as “Issuer”. The indentures dated February 9, 2012 and November 24, 2015, among PBF Holding, PBF Finance, the guarantors party thereto and Wilmington Trust, National Association, governs subsidiaries designated as “Guarantor Subsidiaries”. PBF Energy Limited, PBF Transportation Company LLC, PBF Rail Logistics Company LLC, MOEM Pipeline LLC, Collins Pipeline Company and T&M Terminal Company are consolidated subsidiaries of the Company that are not guarantors of the Senior Secured Notes.

The Senior Secured Notes were co-issued by PBF Finance. For purposes of the following footnote, PBF Finance is referred to as “Co-Issuer.” The Co-Issuer has no independent assets or operations.

The following supplemental combining and consolidating financial information reflects the Issuer’s separate accounts, the combined accounts of the Guarantor Subsidiaries, the combining and consolidating adjustments and eliminations and the Issuer’s consolidated accounts for the dates and periods indicated. For purposes of the following combining and consolidating information, the Issuer’s investments in its subsidiaries and the Guarantor Subsidiaries’ investments in its subsidiaries are accounted for under the equity method of accounting.

. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING BALANCE SHEET

	December 31, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	882,820		$	6,236		$	28,968	$	(3,275	)	$	914,749
Accounts receivable	430,809			11,057			12,893		—			454,759
Accounts receivable - affiliate	917			2,521			—		—			3,438
Inventories	608,646			363,151			202,475		—			1,174,272
Prepaid expense and other current assets	24,243			9,074			384		—			33,701
Due from related parties	20,236,649			20,547,503			3,262,382		(44,046,534		)	—
Total current assets	22,184,084			20,939,542			3,507,102		(44,049,809		)	2,580,919
Property, plant and equipment, net	25,240			1,960,066			225,784		—			2,211,090
Investment in subsidiaries	1,740,111			143,349			—		(1,883,460		)	—
Deferred charges and other assets, net	23,973			265,240			1,500		—			290,713
Due from related party - long term	—			—			20,577		(20,577		)	—
Total assets	$	23,973,408		$	23,308,197		$	3,754,963	$	(45,953,846	)	$	5,082,722
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	196,988		$	113,564		$	7,566	$	(3,275	)	$	314,843
Accounts payable - affiliate	23,949			—			—		—			23,949
Accrued expenses	503,179			495,842			118,414		—			1,117,435
Current portion of long-term debt	—			—			—		—			—
Deferred revenue	4,043			—			—		—			4,043
Due to related parties	19,787,807			21,026,310			3,232,417		(44,046,534		)	—
Total current liabilities	20,515,966			21,635,716			3,358,397		(44,049,809		)	1,460,270
Delaware Economic Development Authority loan	—			4,000			—		—			4,000
Long-term debt	1,137,980			31,717			67,023		—			1,236,720
Intercompany notes payable	470,047			—			—		—			470,047
Deferred tax liability	—			—			20,577		—			20,577
Other long-term liabilities	28,131			41,693			—		—			69,824
Due to related party - long term	—			20,577			—		(20,577		)	—
Total liabilities	22,152,124			21,733,703			3,445,997		(44,070,386		)	3,261,438
Commitments and contingencies
Equity:
Member's equity	1,479,175			1,062,717			182,696		(1,245,413		)	1,479,175
Retained earnings	349,654			502,788			126,270		(629,058		)	349,654
Accumulated other comprehensive loss	(24,770		)	(8,236		)	—		8,236			(24,770		)
Total PBF Holding Company LLC equity	1,804,059			1,557,269			308,966		(1,866,235		)	1,804,059
Noncontrolling interest	17,225			17,225			—		(17,225		)	$	17,225
Total equity	1,821,284			1,574,494			308,966		(1,883,460		)	1,821,284
Total liabilities and equity	$	23,973,408		$	23,308,197		$	3,754,963	$	(45,953,846	)	$	5,082,722

22. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING BALANCE SHEET

	December 31, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	185,381		$	704		$	34,334	$	(2,016	)	$	218,403
Accounts receivable	518,498			26,238			6,533		—			551,269
Accounts receivable - affiliate	529			2,694			—		—			3,223
Inventories	510,947			435,924			155,390		—			1,102,261
Prepaid expense and other current assets	26,964			5,193			—		—			32,157
Due from related parties	16,189,384			18,805,509			1,607,878		(36,602,771		)	—
Total current assets	17,431,703			19,276,262			1,804,135		(36,604,787		)	1,907,313
Property, plant and equipment, net	68,218			1,683,294			54,548		—			1,806,060
Investment in subsidiaries	2,569,636			—			—		(2,569,636		)	—
Deferred charges and other assets, net	5,899			292,990			1,500		—			300,389
Total assets	$	20,075,456		$	21,252,546		$	1,860,183	$	(39,174,423	)	$	4,013,762
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	235,791		$	92,984		$	8,423	$	(2,016	)	$	335,182
Accounts payable - affiliate	11,600			30			—		—			11,630
Accrued expenses	487,783			450,856			191,331		—			1,129,970
Current portion of long-term debt	—			—			—		—			—
Deferred revenue	1,227			—			—		—			1,227
Due to related parties	16,924,490			18,151,095			1,527,186		(36,602,771		)	—
Total current liabilities	17,660,891			18,694,965			1,726,940		(36,604,787		)	1,478,009
Delaware Economic Development Authority loan	—			8,000			—		—			8,000
Long-term debt	639,579			36,451			36,191		—			712,221
Intercompany notes payable	122,264			—			—		—			122,264
Other long-term liabilities	22,206			40,546			—		—			62,752
Total liabilities	18,444,940			18,779,962			1,763,131		(36,604,787		)	2,383,246
Commitments and contingencies
Equity:
Member's equity	1,144,100			749,278			44,346		(793,624		)	1,144,100
Retained earnings	513,292			1,731,694			52,706		(1,784,400		)	513,292
Accumulated other comprehensive loss	(26,876		)	(8,388		)	—		8,388			(26,876		)
Total PBF Holding Company LLC equity	1,630,516			2,472,584			97,052		(2,569,636		)	1,630,516
Noncontrolling interest	—			—			—		—			—
Total equity	1,630,516			2,472,584			97,052		(2,569,636		)	1,630,516
Total liabilities and equity	$	20,075,456		$	21,252,546		$	1,860,183	$	(39,174,423	)	$	4,013,762

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

	Year Ended December 31, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	13,085,122		$	884,930		$	1,633,818		$	(2,479,941	)	$	13,123,929
Costs and expenses:
Cost of sales, excluding depreciation	11,514,115			1,026,846			1,550,579			(2,479,941		)	11,611,599
Operating expenses, excluding depreciation	(3,683		)	891,534			1,517			—			889,368
General and administrative expenses	143,580			21,016			2,308			—			166,904
Gain on sale of asset	(249		)	(105		)	(650		)	—			(1,004		)
Depreciation and amortization expense	9,687			178,578			2,845			—			191,110
	11,663,450			2,117,869			1,556,599			(2,479,941		)	12,857,977
Income (loss) from operations	1,421,672			(1,232,939		)	77,219			—			265,952
Other income (expense):
Equity in earnings of subsidiaries	(1,154,420		)	—			—			1,154,420			—
Change in fair value of catalyst lease	—			10,184			—			—			10,184
Interest expense, net	(79,310		)	(5,876		)	(3,008		)	—			(88,194		)
Income (loss) before income taxes	187,942			(1,228,631		)	74,211			1,154,420			187,942
Income tax expense (benefit)	—			—			648			—			648
Net income (loss)	187,942			(1,228,631		)	73,563			1,154,420			187,294
Less net income attributable to noncontrolling interests	274			274			—			(274		)	274
Net income (loss) attributable to PBF Holding Company LLC	$	187,668		$	(1,228,905	)	$	73,563		$	1,154,694		$	187,020
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	189,774		$	(1,228,905	)	$	73,563		$	1,154,694		$	189,126

22. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

	Year Ended December 31, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	19,847,045		$	1,402,253		$	1,007,407		$	(2,428,550	)	$	19,828,155
Costs and expenses:
Cost of sales, excluding depreciation	18,467,533			1,522,901			952,170			(2,428,550		)	18,514,054
Operating expenses, excluding depreciation	218			880,339			144			—			880,701
General and administrative expenses	123,692			16,259			199			—			140,150
(Gain) loss on sale of asset	(277		)	—			(618		)	—			(895		)
Depreciation and amortization expense	13,583			164,525			888			—			178,996
	18,604,749			2,584,024			952,783			(2,428,550		)	19,713,006
Income (loss) from operations	1,242,296			(1,181,771		)	54,624			—			115,149
Other income (expense):
Equity in earnings (loss) of subsidiaries	(1,131,321		)	—			—			1,131,321			—
Change in fair value of catalyst lease	—			3,969			—			—			3,969
Interest expense, net	(89,858		)	(6,225		)	(1,918		)	—			(98,001		)
Income (loss) before income taxes	21,117			(1,184,027		)	52,706			1,131,321			21,117
Income tax expense (benefit)	—			—			—			—			—
Net income (loss)	21,117			(1,184,027		)	52,706			1,131,321			21,117
Less net income attributable to noncontrolling interests	—			—			—			—			—
Net income (loss) attributable to PBF Holding Company LLC	$	21,117		$	(1,184,027	)	$	52,706		$	1,131,321		$	21,117
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	8,779		$	(1,194,031	)	$	52,706		$	1,141,325		$	8,779

22. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

	Year Ended December 31, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Revenues	$	16,190,178		$	7,641,498		$	—	$	(4,680,221	)	$	19,151,455
Costs and expenses:
Cost of sales, excluding depreciation	16,486,851			5,996,684			—		(4,680,221		)	17,803,314
Operating expenses, excluding depreciation	(482		)	813,134			—		—			812,652
General and administrative expenses	82,284			13,510			—		—			95,794
Gain on sale of assets	(388		)	205			—		—			(183		)
Depreciation and amortization expense	12,856			98,623			—		—			111,479
	16,581,121			6,922,156			—		(4,680,221		)	18,823,056
(Loss) income from operations	(390,943		)	719,342			—		—			328,399
Other income (expense):
Equity in earnings (loss) of subsidiaries	722,673			—			—		(722,673		)	—
Change in fair value of contingent consideration	—			—			—		—			—
Change in fair value of catalyst lease	—			4,691			—		—			4,691
Interest expense, net	(92,854		)	(1,360		)	—		—			(94,214		)
Income (loss) before income taxes	238,876			722,673			—		(722,673		)	238,876
Income tax expense (benefit)	—			—			—		—			—
Net income (loss)	238,876			722,673			—		(722,673		)	238,876
Less net income attributable to noncontrolling interests	—			—			—		—			—
Net income (loss) attributable to PBF Holding Company LLC	$	238,876		$	722,673		$	—	$	(722,673	)	$	238,876
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	233,279		$	724,930		$	—	$	(724,930	)	$	233,279

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING STATEMENT OF CASH FLOW

	Year Ended December 31, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	187,942		$	(1,228,631	)	$	73,563		$	1,154,420		$	187,294
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	17,063			178,601			3,719			—			199,383
Stock-based compensation	—			9,218			—			—			9,218
Change in fair value of catalyst lease obligation	—			(10,184		)	—			—			(10,184		)
Non-cash change in inventory repurchase obligations	—			63,389			—			—			63,389
Non-cash lower of cost or market inventory adjustment	279,785			147,441			—			—			427,226
Pension and other post retirement benefit costs	7,576			19,406			—			—			26,982
Gain on disposition of property, plant and equipment	(249		)	(105		)	(650		)	—			(1,004		)
Equity in earnings of subsidiaries	1,154,420			—			—			(1,154,420		)	—
Changes in current assets and current liabilities:
Accounts receivable	87,689			16,124			(6,177		)	—			97,636
Amounts due to/from related parties	(1,018,176		)	1,133,364			(103,084		)	—			12,104
Inventories	(108,751		)	(116,074		)	(47,067		)	—			(271,892		)
Other current assets	2,721			(2,999		)	(353		)	—			(631		)
Accounts payable	(38,609		)	15,710			(857		)	(1,259		)	(25,015		)
Accrued expenses	27,925			8,172			(73,834		)	—			(37,737		)
Deferred revenue	2,816			—			—			—			2,816
Other assets and liabilities	(423		)	(26,769		)	10			—			(27,182		)
Net cash provided by (used in) operating activities	601,729			206,663			(154,730		)	(1,259		)	652,403
Cash flows from investing activities:
Acquisition of Chalemtte refinery, net of cash received from sale of assets	(601,311		)	19,042			16,965			—			(565,304		)
Expenditures for property, plant and equipment	(193,898		)	(158,361		)	(106		)	—			(352,365		)
Expenditures for refinery turnarounds costs	—			(53,576		)	—			—			(53,576		)
Expenditures for other assets	—			(8,236		)	—			—			(8,236		)
Investment in subsidiaries	10,000			—			—			(10,000		)	—
Capital contributions to subsidiaries	(5,000		)	—			—			5,000			—
Proceeds from sale of assets	60,902			—			107,368			—			168,270
Net cash (used in) provided by investing activities	(729,307		)	(201,131		)	124,227			(5,000		)	(811,211		)

22. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONSOLIDATING STATEMENT OF CASH FLOW (Continued)

Cash flows from financing activities:
Proceeds from member's capital contributions	345,000			—		5,000			(5,000		)	345,000
Distribution to parent	—			—		(10,000		)	10,000			—
Distributions to members	(350,658		)	—		—			—			(350,658		)
Proceeds from intercompany notes payable	347,783			—		—			—			347,783
Proceeds from revolver borrowings	170,000			—		—			—			170,000
Repayments of revolver borrowings	(170,000		)	—		—			—			(170,000		)
Proceeds from Rail Facility revolver borrowings	—			—		102,075			—			102,075
Repayments of Rail Facility revolver borrowings	—			—		(71,938		)	—			(71,938		)
Proceeds form Senior Secured Notes	500,000			—		—			—			500,000
Deferred financing costs and other	(17,108		)	—		—			—			(17,108		)
Net cash provided by financing activities	825,017			—		25,137			5,000			855,154
Net increase (decrease) in cash and cash equivalents	697,439			5,532		(5,366		)	(1,259		)	696,346
Cash and equivalents, beginning of period	185,381			704		34,334			(2,016		)	218,403
Cash and equivalents, end of period	$	882,820		$	6,236	$	28,968		$	(3,275	)	$	914,749

22. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING STATEMENT OF CASH FLOW

	Year Ended December 31, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	21,117		$	(1,184,027	)	$	52,706		$	1,131,321		$	21,117
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	20,334			164,550			1,528			—			186,412
Stock-based compensation	—			6,095			—			—			6,095
Change in fair value of catalyst lease obligation	—			(3,969		)	—			—			(3,969		)
Non-cash change in inventory repurchase obligations	—			(93,246		)	—			—			(93,246		)
Non-cash lower of cost or market inventory adjustment	566,412			123,698			—			—			690,110
Gain on disposition of property, plant and equipment	(277		)	—			(618		)	—			(895		)
Pension and other post retirement benefit cost	6,426			16,174			—			—			22,600
Equity in earnings of subsidiaries	1,131,321			—			—			(1,131,321		)	—
Changes in current assets and current liabilities:
Accounts receivable	69,887			(17,976		)	(6,533		)	—			45,378
Amounts due to/from related parties	(1,227,851		)	1,328,439			(92,181		)	—			8,407
Inventories	(259,352		)	20,711			(155,390		)	—			(394,031		)
Other current assets	22,287			1,399			—			—			23,686
Accounts payable	(71,821		)	(1,697		)	8,423			(2,016		)	(67,111		)
Accrued expenses	(131,903		)	471			191,331			—			59,899
Deferred revenue	(6,539		)	—			—			—			(6,539		)
Other assets and liabilities	(1,966		)	(258		)	(1		)	—			(2,225		)
Net cash provided by (used in) operating activities	138,075			360,364			(735		)	(2,016		)	495,688
Cash flows from investing activities:
Expenditures for property, plant and equipment	(152,814		)	(205,508		)	(112,138		)	—			(470,460		)
Expenditures for refinery turnarounds costs	—			(137,688		)	—			—			(137,688		)
Expenditures for other assets	—			(17,255		)	—			—			(17,255		)
Investment in subsidiaries	(44,346		)	—			—			44,346			—
Proceeds from sale of assets	133,845			—			68,809			—			202,654
Net cash (used in) provided by investing activities	(63,315		)	(360,451		)	(43,329		)	44,346			(422,749		)
Cash flows from financing activities:
Proceeds from member's capital contributions	328,664			—			44,346			(44,346		)	328,664
Distributions to members	(361,352		)	—			—			—			(361,352		)
Proceeds from intercompany notes payable	90,631			—			—			—			90,631
Proceeds from revolver borrowings	395,000			—			—			—			395,000
Repayments of revolver borrowings	(410,000		)	—			—			—			(410,000		)
Proceeds from Rail Facility revolver borrowings	—			—			83,095			—			83,095
Repayments of Rail Facility revolver borrowings	—			—			(45,825		)	—			(45,825		)
Deferred financing costs and other	(8,501		)	—			(3,218		)	—			(11,719		)
Net cash provided by (used in) financing activities	34,442			—			78,398			(44,346		)	68,494
Net increase (decrease) in cash and cash equivalents	109,202			(87		)	34,334			(2,016		)	141,433
Cash and equivalents, beginning of period	76,179			791			—			—			76,970
Cash and equivalents, end of period	$	185,381		$	704		$	34,334		$	(2,016	)	$	218,403

22. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING STATEMENT OF CASH FLOW

	Year Ended December 31, 2013
	Issuer			Guarantors Subsidiaries			Non-Guarantors Subsidiaries		Combining and Consolidated Adjustments			Total
Cash flows from operating activities:
Net income	$	238,876		$	722,673		$	—	$	(722,673	)	$	238,876
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization	19,296			98,705			—		—			118,001
Stock-based compensation	—			3,753			—		—			3,753
Change in fair value of catalyst lease obligation	—			(4,691		)	—		—			(4,691		)
Non-cash change in inventory repurchase obligations	—			(20,492		)	—		—			(20,492		)
Pension and other post retirement benefit costs	4,575			12,153			—		—			16,728
Gain on disposition of property, plant and equipment	(388		)	205			—		—			(183		)
Equity in earnings of subsidiaries	(722,673		)	—			—		722,673			—
Changes in operating assets and liabilities:
Accounts receivable	(281,386		)	188,535			—		—			(92,851		)
Amounts due to/from related parties	626,623			(611,902		)	—		—			14,721
Inventories	(153,782		)	199,773			—		—			45,991
Other current assets	(40,416		)	(2,039		)	—		—			(42,455		)
Accounts payable	109,988			(67,752		)	—		—			42,236
Accrued expenses	222,194			(7,377		)	—		—			214,817
Deferred revenue	7,766			(210,543		)	—		—			(202,777		)
Other assets and liabilities	(1,140		)	(19,263		)	—		—			(20,403		)
Net cash provided by operating activities	29,533			281,738			—		—			311,271
Cash flows from investing activities:
Expenditures for property, plant and equipment	(127,653		)	(190,741		)	—		—			(318,394		)
Expenditures for refinery turnarounds costs	—			(64,616		)	—		—			(64,616		)
Expenditures for other assets	—			(32,692		)	—		—			(32,692		)
Proceeds from sale of assets	102,428			—			—		—			102,428
Net cash used in investing activities	(25,225		)	(288,049		)	—		—			(313,274		)
Cash flows from financing activities:
Proceeds from revolver borrowings	1,450,000			—			—		—			1,450,000
Proceeds from intercompany notes payable	31,835			—			—		—			31,835
Proceeds from member's capital contributions	—			1,757			—		—			1,757
Proceeds from catalyst lease	—			14,337			—		—			14,337
Distributions to members	(215,846		)	—			—		—			(215,846		)
Repayments of revolver borrowings	(1,435,000		)	—			—		—			(1,435,000		)
Payment of contingent consideration related to acquisition of Toledo Refinery	—			(21,357		)	—		—			(21,357		)
Deferred financing costs and other	(1,044		)	—			—		—			(1,044		)
Net cash used in financing activities	(170,055		)	(5,263		)	—		—			(175,318		)
Net increase (decrease) in cash and cash equivalents	(165,747		)	(11,574		)	—		—			(177,321		)
Cash and equivalents, beginning of period	241,926			12,365			—		—			254,291
Cash and equivalents, end of period	$	76,179		$	791		$	—	$	—		$	76,970