CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

3 Months Ended

Mar. 31, 2016

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 condensed consolidating financial information reflects the Issuer’s separate accounts, the combined accounts of the Guarantor Subsidiaries and Non-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 investment 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

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	March 31, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	640,779		$	16,580		$	39,816	$	(2,293	)	$	694,882
Accounts receivable	528,782			4,340			8,402		—			541,524
Accounts receivable - affiliate	251			2,946			—		—			3,197
Inventories	631,279			372,441			225,579		—			1,229,299
Prepaid expense and other current assets	30,470			31,090			283		—			61,843
Due from related parties	21,186,259			20,857,235			3,571,997		(45,615,491		)	—
Total current assets	23,017,820			21,284,632			3,846,077		(45,617,784		)	2,530,745
Property, plant and equipment, net	28,959			1,975,647			223,935		—			2,228,541
Investment in subsidiaries	1,351,060			118,982			—		(1,470,042		)	—
Deferred charges and other assets, net	19,776			345,433			1,500		—			366,709
Total assets	$	24,417,615		$	23,724,694		$	4,071,512	$	(47,087,826	)	$	5,125,995
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	232,429		$	150,684		$	6,989	$	(2,293	)	$	387,809
Accounts payable - affiliate	24,454			—			—		—			24,454
Accrued expenses	503,062			526,971			140,361		—			1,170,394
Deferred tax liability	—			—			31,487		—			31,487
Deferred revenue	3,154			—			—		—			3,154
Due to related parties	20,323,677			21,753,202			3,538,612		(45,615,491		)	—
Total current liabilities	21,086,776			22,430,857			3,717,449		(45,617,784		)	1,617,298
Delaware Economic Development Authority loan	—			4,000			—		—			4,000
Long-term debt	1,140,118			34,609			67,117		—			1,241,844
Affiliate notes payable	469,530			—			—		—			469,530
Deferred tax liability	—			—			25,721		—			25,721
Other long-term liabilities	30,210			46,411			—		—			76,621
Total liabilities	22,726,634			22,515,877			3,810,287		(45,617,784		)	3,435,014
Commitments and contingencies
Equity:
Member's equity	1,482,649			1,071,405			158,329		(1,229,734		)	1,482,649
Retained earnings (accumulated deficit)	220,096			133,264			102,896		(236,160		)	220,096
Accumulated other comprehensive (loss) income	(24,148		)	(8,236		)	—		8,236			(24,148		)
Total PBF Holding Company LLC equity	1,678,597			1,196,433			261,225		(1,457,658		)	1,678,597
Noncontrolling interest	12,384			12,384			—		(12,384		)	12,384
Total equity	1,690,981			1,208,817			261,225		(1,470,042		)	1,690,981
Total liabilities and equity	$	24,417,615		$	23,724,694		$	4,071,512	$	(47,087,826	)	$	5,125,995

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	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
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
Affiliate 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 (accumulated deficit)	349,654			502,788			126,270		(629,058		)	349,654
Accumulated other comprehensive (loss) income	(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

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended March 31, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	2,795,916		$	49,619		$	320,720		$	(366,070	)	$	2,800,185
Costs and expenses
Cost of sales, excluding depreciation	2,439,388			63,970			308,695			(366,070		)	2,445,983
Operating expenses, excluding depreciation	(372		)	294,034			2,977			—			296,639
General and administrative expenses	28,697			6,851			(2,279		)	—			33,269
Depreciation and amortization expense	1,697			50,742			1,854			—			54,293
	2,469,410			415,597			311,247			(366,070		)	2,830,184
Income (loss) from operations	326,506			(365,978		)	9,473			—			(29,999		)
Other income (expense)
Equity in (loss) earnings of subsidiaries	(392,593		)	—			—			392,593			—
Change in fair value of catalyst lease	—			(2,885		)	—			—			(2,885		)
Interest expense, net	(32,341		)	(358		)	(572		)	—			(33,271		)
Net (loss) income before income taxes	(98,428		)	(369,221		)	8,901			392,593			(66,155		)
Income taxes expense	—			—			32,273			—			32,273
Net (loss) income	(98,428		)	(369,221		)	(23,372		)	392,593			(98,428		)
Less: net income attributable to noncontrolling interest	303			303			—			(303		)	303
Net (loss) income attributable to PBF Holding Company LLC	$	(98,731	)	$	(369,524	)	$	(23,372	)	$	392,896		$	(98,731	)
Comprehensive (loss) income attributable to PBF Holding Company LLC	$	(98,109	)	$	(369,524	)	$	(23,372	)	$	392,896		$	(98,109	)

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended March 31, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	2,992,157		$	260,833		$	498,603		$	(756,457	)	$	2,995,136
Costs and expenses
Cost of sales, excluding depreciation	2,490,763			338,657			456,077			(756,457		)	2,529,040
Operating expenses, excluding depreciation	806			232,905			(334		)	—			233,377
General and administrative expenses	25,683			5,520			1,327			—			32,530
Gain on sale of assets	(182		)	—			(177		)	—			(359		)
Depreciation and amortization expense	3,042			42,763			454			—			46,259
	2,520,112			619,845			457,347			(756,457		)	2,840,847
Income (loss) from operations	472,045			(359,012		)	41,256			—			154,289
Other income (expense)
Equity in earnings (loss) of subsidiaries	(318,138		)	—			—			318,138			—
Change in fair value of catalyst lease	—			2,039			—			—			2,039
Interest expense, net	(18,651		)	(1,693		)	(728		)	—			(21,072		)
Net income (loss)	135,256			(358,666		)	40,528			318,138			135,256
Less: net income attributable to noncontrolling interest	—			—			—			—			—
Net (loss) income attributable to PBF Holding Company LLC	$	135,256		$	(358,666	)	$	40,528		$	318,138		$	135,256
Comprehensive (loss) income attributable to PBF Holding Company LLC	$	135,727		$	(358,666	)	$	40,528		$	318,138		$	135,727

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Three Months Ended March 31, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net (loss) income	$	(98,428	)	$	(369,221	)	$	(23,372	)	$	392,593		$	(98,428	)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization	3,884			50,700			1,948			—			56,532
Stock-based compensation	—			2,621			—			—			2,621
Change in fair value of catalyst lease obligations	—			2,885			—			—			2,885
Deferred income taxes	—			—			31,487			—			31,487
Change in non-cash lower of cost or market inventory adjustment	(78,159		)	19,096			—			—			(59,063		)
Non-cash change in inventory repurchase obligations	—			35,147			—			—			35,147
Pension and other post retirement benefit costs	1,732			5,948			—			—			7,680
Equity in earnings of subsidiaries	392,593			—			—			(392,593		)	—
Changes in current assets and current liabilities:
Accounts receivable	(97,973		)	6,717			4,491			—			(86,765		)
Due to/from affiliates	(412,569		)	416,735			(3,420		)	—			746
Inventories	55,526			(28,387		)	(23,104		)	—			4,035
Prepaid expenses and other current assets	(6,227		)	(22,016		)	101			—			(28,142		)
Accounts payable	35,441			37,120			(577		)	982			72,966
Accrued expenses	(119		)	(3,661		)	21,947			—			18,167
Deferred revenue	(889		)	—			—			—			(889		)
Other assets and liabilities	(41		)	(3,511		)	1,352			—			(2,200		)
Net cash provided by (used in) operating activities	(205,229		)	150,173			10,853			982			(43,221		)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(5,466		)	(37,260		)	(5		)	—			(42,731		)
Expenditures for deferred turnaround costs	—			(82,747		)	—			—			(82,747		)
Expenditures for other assets	—			(17,163		)	—			—			(17,163		)
Chalmette Acquisition working capital settlement	—			(2,659		)	—			—			(2,659		)
Net cash (used in) provided by investing activities	(5,466		)	(139,829		)	(5		)	—			(145,300		)
Cash flows from financing activities:
Distribution to members	(30,829		)	—			—			—			(30,829		)
Repayment of affiliate notes payable	(517		)	—			—			—			(517		)
Net cash used in financing activities	(31,346		)	—			—			—			(31,346		)
Net (decrease) increase in cash and cash equivalents	(242,041		)	10,344			10,848			982			(219,867		)
Cash and cash equivalents, beginning of period	882,820			6,236			28,968			(3,275		)	914,749
Cash and cash equivalents, end of period	$	640,779		$	16,580		$	39,816		$	(2,293	)	$	694,882

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Three Months Ended March 31, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	135,256		$	(358,666	)	$	40,528		$	318,138		$	135,256
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation and amortization	4,823			42,789			670			—			48,282
Stock-based compensation	—			2,025			—			—			2,025
Change in fair value of catalyst lease obligations	—			(2,039		)	—			—			(2,039		)
Non-cash change in inventory repurchase obligations	—			66,509			—			—			66,509
Non-cash lower of cost of market inventory adjustment	(99,732		)	78,524			—			—			(21,208		)
Pension and other post retirement benefit costs	2,079			4,369			—			—			6,448
Gain on sale of assets	(182		)	—			(177		)	—			(359		)
Equity in earnings of subsidiaries	318,138			—			—			(318,138		)	—
Changes in current assets and current liabilities:
Accounts receivable	103,083			14,653			(7,652		)	—			110,084
Due to/from affiliates	(273,044		)	271,231			4,434			—			2,621
Inventories	87,991			(59,790		)	(29,208		)	—			(1,007		)
Prepaid expenses and other current assets	(7,284		)	1,199			—			—			(6,085		)
Accounts payable	3,449			(21,672		)	(4,834		)	863			(22,194		)
Accrued expenses	(179,401		)	19,491			(37,517		)	—			(197,427		)
Deferred revenue	4,859			—			—			—			4,859
Other assets and liabilities	320			(2,601		)	2			—			(2,279		)
Net cash provided by (used in) operating activities	100,355			56,022			(33,754		)	863			123,486
Cash flows from investing activities:
Expenditures for property, plant and equipment	(67,355		)	(33,392		)	—			—			(100,747		)
Expenditures for refinery turnarounds costs	—			(18,376		)	—			—			(18,376		)
Expenditures for other assets	—			(4,958		)	—			—			(4,958		)
Investment in subsidiaries	10,000			—			—			(10,000		)	—
Proceeds from sale of assets	41,597			—			36,021			—			77,618
Net cash provided by (used in) investing activities	(15,758		)	(56,726		)	36,021			(10,000		)	(46,463		)
Cash flows from financing activities:
Proceeds from members' capital contributions	—			—			(10,000		)	10,000			—
Proceeds from affiliate notes payable	30,000			—			—			—			30,000
Proceeds from Rail Facility revolver borrowings	—			—			23,425			—			23,425
Repayments of revolver borrowings	—			—			(22,774		)	—			(22,774		)
Deferred financing costs and other	759			—			—			—			759
Net cash provided by (used in) financing activities	30,759			—			(9,349		)	10,000			31,410
Net increase (decrease) in cash and cash equivalents	115,356			(704		)	(7,082		)	863			108,433
Cash and cash equivalents, beginning of period	185,381			704			34,334			(2,016		)	218,403
Cash and cash equivalents, end of period	$	300,737		$	—		$	27,252		$	(1,153	)	$	326,836