CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

6 Months Ended

Jun. 30, 2016

Condensed Financial Information of Subsidiary Disclosure [Abstract]

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

As of June 30, 2016, 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 the 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 their subsidiaries are accounted for under the equity method of accounting.

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	June 30, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	1,257,959		$	20,922		$	32,694	$	(1,345	)	$	1,310,230
Accounts receivable	621,054			4,973			19,377		—			645,404
Accounts receivable - affiliate	1,574			2,276			—		—			3,850
Inventories	717,615			391,386			199,535		—			1,308,536
Prepaid expense and other current assets	28,498			21,437			188		—			50,123
Due from related parties	21,965,189			21,002,264			3,889,446		(46,856,899		)	—
Total current assets	24,591,889			21,443,258			4,141,240		(46,858,244		)	3,318,143
Property, plant and equipment, net	33,930			2,015,974			212,123		—			2,262,027
Investment in subsidiaries	1,051,658			118,982			—		(1,170,640		)	—
Deferred charges and other assets, net	28,613			340,316			1,500		—			370,429
Total assets	$	25,706,090		$	23,918,530		$	4,354,863	$	(48,028,884	)	$	5,950,599
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	277,287		$	88,947		$	8,596	$	(1,345	)	$	373,485
Accounts payable - affiliate	21,904			—			—		—			21,904
Accrued expenses	678,777			515,662			109,332		—			1,303,771
Deferred tax liability	—			—			26,888		—			26,888
Deferred revenue	7,810			—			—		—			7,810
Due to related parties	20,680,061			22,279,141			3,897,697		(46,856,899		)	—
Total current liabilities	21,665,839			22,883,750			4,042,513		(46,858,244		)	1,733,858
Delaware Economic Development Authority loan	—			4,000			—		—			4,000
Long-term debt	1,692,266			36,364			60,240		—			1,788,870
Affiliate notes payable	470,165			—			—		—			470,165
Deferred tax liability	—			—			25,721		—			25,721
Other long-term liabilities	28,399			50,165			—		—			78,564
Total liabilities	23,856,669			22,974,279			4,128,474		(46,858,244		)	4,101,178
Commitments and contingencies
Equity:
Member's equity	1,489,892			1,076,840			145,530		(1,222,370		)	1,489,892
Retained earnings (accumulated deficit)	370,616			(136,999		)	80,859		56,140			370,616
Accumulated other comprehensive (loss) income	(23,733		)	(8,236		)	—		8,236			(23,733		)
Total PBF Holding Company LLC equity	1,836,775			931,605			226,389		(1,157,994		)	1,836,775
Noncontrolling interest	12,646			12,646			—		(12,646		)	12,646
Total equity	1,849,421			944,251			226,389		(1,170,640		)	1,849,421
Total liabilities and equity	$	25,706,090		$	23,918,530		$	4,354,863	$	(48,028,884	)	$	5,950,599

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 June 30, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	3,834,460		$	95,163		$	339,721		$	(413,571	)	$	3,855,773
Costs and expenses
Cost of sales, excluding depreciation	3,300,539			39,483			358,297			(413,571		)	3,284,748
Operating expenses, excluding depreciation	(28		)	268,608			2,959			—			271,539
General and administrative expenses	28,609			9,209			273			—			38,091
Gain on sale of assets	—			24			3,198			—			3,222
Depreciation and amortization expense	1,379			45,780			1,760			—			48,919
	3,330,499			363,104			366,487			(413,571		)	3,646,519
Income (loss) from operations	503,961			(267,941		)	(26,766		)	—			209,254
Other income (expense)
Equity in (loss) earnings of subsidiaries	(292,212		)	—			—			292,212			—
Change in fair value of catalyst lease	—			(1,748		)	—			—			(1,748		)
Interest expense, net	(30,245		)	(484		)	(550		)	—			(31,279		)
Net income (loss) before income taxes	181,504			(270,173		)	(27,316		)	292,212			176,227
Income taxes benefit	—			—			(5,277		)	—			(5,277		)
Net income (loss)	181,504			(270,173		)	(22,039		)	292,212			181,504
Less: net income (loss) attributable to noncontrolling interest	90			90			—			(90		)	90
Net income (loss) attributable to PBF Holding Company LLC	$	181,414		$	(270,263	)	$	(22,039	)	$	292,302		$	181,414
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	181,829		$	(270,263	)	$	(22,039	)	$	292,302		$	181,829

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended June 30, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	3,529,849		$	275,743		$	330,048		$	(584,976	)	$	3,550,664
Costs and expenses
Cost of sales, excluding depreciation	3,036,655			234,226			341,070			(584,976		)	3,026,975
Operating expenses, excluding depreciation	(4,526		)	196,557			119			—			192,150
General and administrative expenses	32,646			3,639			(502		)	—			35,783
Gain on sale of assets	—			(232		)	(400		)	—			(632		)
Depreciation and amortization expense	2,506			43,913			596			—			47,015
	3,067,281			478,103			340,883			(584,976		)	3,301,291
Income (loss) from operations	462,568			(202,360		)	(10,835		)	—			249,373
Other income (expense)
Equity in (loss) earnings of subsidiaries	(213,468		)	—			—			213,468			—
Change in fair value of catalyst lease	—			1,949			—			—			1,949
Interest expense, net	(20,733		)	(1,372		)	(850		)	—			(22,955		)
Net income (loss) before income taxes	228,367			(201,783		)	(11,685		)	213,468			228,367
Income taxes expense	—			—			—			—			—
Net income (loss)	228,367			(201,783		)	(11,685		)	213,468			228,367
Less: net income attributable to noncontrolling interest	—			—			—			—			—
Net income (loss) attributable to PBF Holding Company LLC	$	228,367		$	(201,783	)	$	(11,685	)	$	213,468		$	228,367
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	228,692		$	(201,783	)	$	(11,685	)	$	213,468		$	228,692

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Six Months Ended June 30, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	6,630,376		$	144,782		$	660,441		$	(779,641	)	$	6,655,958
Costs and expenses
Cost of sales, excluding depreciation	5,739,927			103,453			666,992			(779,641		)	5,730,731
Operating expenses, excluding depreciation	(400		)	562,642			5,936			—			568,178
General and administrative expenses	57,306			16,060			(2,006		)	—			71,360
Loss on sale of assets	—			24			3,198			—			3,222
Depreciation and amortization expense	3,076			96,522			3,614			—			103,212
	5,799,909			778,701			677,734			(779,641		)	6,476,703
Income (loss) from operations	830,467			(633,919		)	(17,293		)	—			179,255
Other income (expense)
Equity in (loss) earnings of subsidiaries	(684,805		)	—			—			684,805			—
Change in fair value of catalyst lease	—			(4,633		)	—			—			(4,633		)
Interest expense, net	(62,586		)	(842		)	(1,122		)	—			(64,550		)
Net income (loss) before income taxes	83,076			(639,394		)	(18,415		)	684,805			110,072
Income taxes expense	—			—			26,996			—			26,996
Net income (loss)	83,076			(639,394		)	(45,411		)	684,805			83,076
Less: net income attributable to noncontrolling interest	393			393			—			(393		)	393
Net income (loss) attributable to PBF Holding Company LLC	$	82,683		$	(639,787	)	$	(45,411	)	$	685,198		$	82,683
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	83,720		$	(639,787	)	$	(45,411	)	$	685,198		$	83,720

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Six Months Ended June 30, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	6,522,006		$	536,576		$	828,651		$	(1,341,433	)	$	6,545,800
Costs and expenses
Cost of sales, excluding depreciation	5,527,418			572,883			797,147			(1,341,433		)	5,556,015
Operating expenses, excluding depreciation	(3,720		)	429,462			(215		)	—			425,527
General and administrative expenses	58,328			9,160			825			—			68,313
Gain on sale of assets	(181		)	(233		)	(577		)	—			(991		)
Depreciation and amortization expense	5,548			86,676			1,050			—			93,274
	5,587,393			1,097,948			798,230			(1,341,433		)	6,142,138
Income (loss) from operations	934,613			(561,372		)	30,421			—			403,662
Other income (expense)
Equity in earnings (loss) of subsidiaries	(531,606		)	—			—			531,606			—
Change in fair value of catalyst lease	—			3,988			—			—			3,988
Interest expense, net	(39,384		)	(3,065		)	(1,578		)	—			(44,027		)
Net income (loss) before income taxes	363,623			(560,449		)	28,843			531,606			363,623
Income taxes expense	—			—			—			—			—
Net income (loss)	363,623			(560,449		)	28,843			531,606			363,623
Less: net income attributable to noncontrolling interest	—			—			—			—			—
Net income (loss) attributable to PBF Holding Company LLC	$	363,623		$	(560,449	)	$	28,843		$	531,606		$	363,623
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	364,419		$	(560,449	)	$	28,843		$	531,606		$	364,419

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Six Months Ended June 30, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	83,076		$	(639,394	)	$	(45,411	)	$	684,805		$	83,076
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization	7,405			96,645			3,895			—			107,945
Stock-based compensation	—			9,999			—			—			9,999
Change in fair value of catalyst lease obligations	—			4,633			—			—			4,633
Deferred income taxes	—			—			27,060			—			27,060
Change in non-cash lower of cost or market inventory adjustment	(200,063		)	(16,780		)	—			—			(216,843		)
Non-cash change in inventory repurchase obligations	—			26,172			—			—			26,172
Pension and other post retirement benefit costs	3,464			11,891			—			—			15,355
Gain on sale of assets	—			24			3,198			—			3,222
Equity in earnings of subsidiaries	684,805			—			—			(684,805		)	—
Changes in current assets and current liabilities:
Accounts receivable	(190,245		)	6,084			(6,484		)	—			(190,645		)
Due to/from affiliates	(838,988		)	798,315			38,216			—			(2,457		)
Inventories	91,094			(11,455		)	2,940			—			82,579
Prepaid expenses and other current assets	(4,255		)	(12,365		)	198			—			(16,422		)
Accounts payable	80,299			(24,617		)	1,030			1,930			58,642
Accrued expenses	175,598			(2,269		)	(9,082		)	—			164,247
Deferred revenue	3,767			—			—			—			3,767
Other assets and liabilities	(10,304		)	(3,305		)	1,087			—			(12,522		)
Net cash (used in) provided by operating activities	(114,347		)	243,578			16,647			1,930			147,808
Cash flows from investing activities:
Expenditures for property, plant and equipment	(11,765		)	(98,259		)	(11		)	—			(110,035		)
Expenditures for deferred turnaround costs	—			(106,649		)	—			—			(106,649		)
Expenditures for other assets	—			(21,325		)	—			—			(21,325		)
Investment in subsidiaries	12,800			—			—			(12,800		)	—
Chalmette Acquisition working capital settlement	—			(2,659		)	—			—			(2,659		)
Proceeds from sale of assets	—			—			6,860			—			6,860
Net cash provided by (used in) investing activities	1,035			(228,892		)	6,849			(12,800		)	(233,808		)
Cash flows from financing activities:
Distribution to Parent	—			—			(12,800		)	12,800			—
Distribution to members	(61,667		)	—			—			—			(61,667		)
Proceeds from affiliate notes payable	635			—			—			—			635
Repayments of affiliate notes payable	(517		)	—			—			—			(517		)
Proceeds from revolver borrowings	550,000			—			—			—			550,000
Repayments of Rail Facility revolver borrowings	—			—			(6,970		)	—			(6,970		)
Net cash provided by (used in) financing activities	488,451			—			(19,770		)	12,800			481,481
Net increase in cash and cash equivalents	375,139			14,686			3,726			1,930			395,481
Cash and cash equivalents, beginning of period	882,820			6,236			28,968			(3,275		)	914,749
Cash and cash equivalents, end of period	$	1,257,959		$	20,922		$	32,694		$	(1,345	)	$	1,310,230

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Six Months Ended June 30, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	363,623		$	(560,449	)	$	28,843		$	531,606		$	363,623
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation and amortization	9,154			86,689			1,535			—			97,378
Stock-based compensation	—			3,781			—			—			3,781
Change in fair value of catalyst lease obligations	—			(3,988		)	—			—			(3,988		)
Non-cash change in inventory repurchase obligations	—			89,203			—			—			89,203
Non-cash lower of cost of market inventory adjustment	(164,867		)	37,701			—			—			(127,166		)
Pension and other post retirement benefit costs	3,969			8,924			—			—			12,893
Gain on sale of assets	(181		)	(233		)	(577		)	—			(991		)
Equity in earnings of subsidiaries	531,606			—			—			(531,606		)	—
Changes in current assets and current liabilities:
Accounts receivable	15,287			23,235			(27,480		)	—			11,042
Due to/from affiliates	(554,250		)	548,558			15,787			—			10,095
Inventories	87,556			(105,460		)	(66,715		)	—			(84,619		)
Prepaid expenses and other current assets	5,173			(1,299		)	—			—			3,874
Accounts payable	47,715			(26,414		)	(3,815		)	1,048			18,534
Accrued expenses	(37,550		)	(9,046		)	(52,796		)	—			(99,392		)
Deferred revenue	5,991			—			—			—			5,991
Other assets and liabilities	1,155			(5,846		)	(263		)	—			(4,954		)
Net cash provided by (used in) operating activities	314,381			85,356			(105,481		)	1,048			295,304
Cash flows from investing activities:
Expenditures for property, plant and equipment	(166,857		)	(57,189		)	—			—			(224,046		)
Expenditures for refinery turnarounds costs	—			(22,918		)	—			—			(22,918		)
Expenditures for other assets	—			(5,424		)	—			—			(5,424		)
Investment in subsidiaries	5,000			—			—			(5,000		)	—
Proceeds from sale of assets	41,597			—			96,534			—			138,131
Net cash provided by (used in) investing activities	(120,260		)	(85,531		)	96,534			(5,000		)	(114,257		)
Cash flows from financing activities:
Proceeds from members' capital contributions	—			—			5,000			(5,000		)	—
Distributions to Parent	—			—			(10,000		)	10,000			—
Proceeds from affiliate notes payable	30,000			—			—			—			30,000
Proceeds from Rail Facility revolver borrowings	—			—			70,750			—			70,750
Repayments of Rail Facility revolver borrowing	—			—			(64,626		)	—			(64,626		)
Net cash provided by financing activities	30,000			—			1,124			5,000			36,124
Net increase (decrease) in cash and cash equivalents	224,121			(175		)	(7,823		)	1,048			217,171
Cash and cash equivalents, beginning of period	185,381			704			34,334			(2,016		)	218,403
Cash and cash equivalents, end of period	$	409,502		$	529		$	26,511		$	(968	)	$	435,574