CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

9 Months Ended

Sep. 30, 2016

Condensed Financial Information of Subsidiary Disclosure [Abstract]

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

As of September 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., PBF Western Region LLC, Torrance Refining Company LLC, Torrance Logistics Company LLC 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, T&M Terminal Company, TVPC Holding Company LLC ("TVP Holding"), Torrance Basin Pipeline Company LLC and Torrance Pipeline Company LLC are consolidated subsidiaries of the Company that are not guarantors of the Senior Secured Notes. Additionally, our 50% equity investment in Torrance Valley Pipeline Company, held by TVP Holding is included in our Non-Guarantor financial position and results of operations and cash flows as TVP Holding is not a guarantor 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)

	September 30, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	456,179		$	20,531		$	44,534	$	(1,869	)	$	519,375
Accounts receivable	636,625			7,362			5,670		—			649,657
Accounts receivable - affiliate	21			—			3,020		—			3,041
Inventories	1,640,072			—			205,523		—			1,845,595
Prepaid expense and other current assets	30,573			22,026			2,491		—			55,090
Due from related parties	23,111,940			21,567,312			4,215,051		(48,894,303		)	—
Total current assets	25,875,410			21,617,231			4,476,289		(48,896,172		)	3,072,758
Property, plant and equipment, net	34,647			2,303,359			321,377		—			2,659,383
Investment in subsidiaries	1,072,153			605,169			—		(1,677,322		)	—
Investment in equity method investee	—			—			176,267		—			176,267
Deferred charges and other assets, net	31,696			416,062			1,513		—			449,271
Total assets	$	27,013,906		$	24,941,821		$	4,975,446	$	(50,573,494	)	$	6,357,679
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	234,062		$	133,195		$	2,441	$	(1,869	)	$	367,829
Accounts payable - affiliate	31,746			—			—		—			31,746
Accrued expenses	1,240,409			160,036			121,043		—			1,521,488
Deferred tax liabilities	—			—			27,989		—			27,989
Deferred revenue	10,602			—			1,470		—			12,072
Due to related parties	21,414,670			23,247,282			4,232,351		(48,894,303		)	—
Total current liabilities	22,931,489			23,540,513			4,385,294		(48,896,172		)	1,961,124
Delaware Economic Development Authority loan	—			4,000			—		—			4,000
Long-term debt	1,694,390			44,219			55,758		—			1,794,367
Affiliate notes payable	470,165			—			—		—			470,165
Deferred tax liabilities	—			—			25,721		—			25,721
Other long-term liabilities	29,195			176,821			7,619		—			213,635
Total liabilities	25,125,239			23,765,553			4,474,392		(48,896,172		)	4,469,012
Commitments and contingencies
Equity:
Member's equity	1,494,477			1,733,830			433,421		(2,167,251		)	1,494,477
Retained earnings (accumulated deficit)	404,777			(562,045		)	67,633		494,412			404,777
Accumulated other comprehensive (loss) income	(23,307		)	(8,237		)	—		8,237			(23,307		)
Total PBF Holding Company LLC equity	1,875,947			1,163,548			501,054		(1,664,602		)	1,875,947
Noncontrolling interest	12,720			12,720			—		(12,720		)	12,720
Total equity	1,888,667			1,176,268			501,054		(1,677,322		)	1,888,667
Total liabilities and equity	$	27,013,906		$	24,941,821		$	4,975,446	$	(50,573,494	)	$	6,357,679

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		)	—
Investment in equity method investee	—			—			—		—			—
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 September 30, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	4,488,925		$	441,554		$	345,215		$	(767,081	)	$	4,508,613
Costs and expenses
Cost of sales, excluding depreciation	3,914,018			428,587			328,734			(767,081		)	3,904,258
Operating expenses, excluding depreciation	25			385,761			18,259			—			404,045
General and administrative expenses	34,820			4,312			780			—			39,912
Equity (income) loss in investee	—			—			(1,621		)	—			(1,621		)
Loss (gain) on sale of assets	2,418			73			5,668			—			8,159
Depreciation and amortization expense	1,341			47,472			3,865			—			52,678
	3,952,622			866,205			355,685			(767,081		)	4,407,431
Income (loss) from operations	536,303			(424,651		)	(10,470		)	—			101,182
Other income (expense)
Equity in (loss) earnings of subsidiaries	(438,249		)	—			—			438,249			—
Change in fair value of catalyst lease	—			77			—			—			77
Interest expense, net	(32,982		)	(447		)	(467		)	—			(33,896		)
Net income (loss) before income taxes	65,072			(425,021		)	(10,937		)	438,249			67,363
Income tax (benefit) expense	—			—			2,291			—			2,291
Net income (loss)	65,072			(425,021		)	(13,228		)	438,249			65,072
Less: net income (loss) attributable to noncontrolling interest	45			45			—			(45		)	45
Net income (loss) attributable to PBF Holding Company LLC	$	65,027		$	(425,066	)	$	(13,228	)	$	438,294		$	65,027
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	65,453		$	(425,066	)	$	(13,228	)	$	438,294		$	65,453

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended September 30, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	3,215,163		$	132,000		$	422,306		$	(551,829	)	$	3,217,640
Costs and expenses
Cost of sales, excluding depreciation	2,843,303			176,823			390,112			(551,829		)	2,858,409
Operating expenses, excluding depreciation	(95		)	200,384			(275		)	—			200,014
General and administrative expenses	40,002			6,827			973			—			47,802
Equity (income) loss in investee	—			—			—			—			—
Gain on sale of assets	(70		)	1			(73		)	—			(142		)
Depreciation and amortization expense	2,117			43,820			547			—			46,484
	2,885,257			427,855			391,284			(551,829		)	3,152,567
Income (loss) from operations	329,906			(295,855		)	31,022			—			65,073
Other income (expense)
Equity in (loss) earnings of subsidiaries	(262,000		)	—			—			262,000			—
Change in fair value of catalyst lease	—			4,994			—			—			4,994
Interest expense, net	(19,727		)	(1,277		)	(884		)	—			(21,888		)
Net income (loss) before income taxes	48,179			(292,138		)	30,138			262,000			48,179
Income taxes expense	—			—			—			—			—
Net income (loss)	48,179			(292,138		)	30,138			262,000			48,179
Less: net income attributable to noncontrolling interest	—			—			—			—			—
Net income (loss) attributable to PBF Holding Company LLC	$	48,179		$	(292,138	)	$	30,138		$	262,000		$	48,179
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	48,698		$	(292,138	)	$	30,138		$	262,000		$	48,698

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Nine Months Ended September 30, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	11,119,301		$	586,336		$	1,005,656		$	(1,546,722	)	$	11,164,571
Costs and expenses
Cost of sales, excluding depreciation	9,653,945			532,040			995,726			(1,546,722		)	9,634,989
Operating expenses, excluding depreciation	(375		)	948,403			24,195			—			972,223
General and administrative expenses	92,126			20,372			(1,226		)	—			111,272
Equity (income) loss in investee	—			—			(1,621		)	—			(1,621		)
Loss on sale of assets	2,418			97			8,866			—			11,381
Depreciation and amortization expense	4,417			143,994			7,479			—			155,890
	9,752,531			1,644,906			1,033,419			(1,546,722		)	10,884,134
Income (loss) from operations	1,366,770			(1,058,570		)	(27,763		)	—			280,437
Other income (expense)
Equity in (loss) earnings of subsidiaries	(1,123,054		)	—			—			1,123,054			—
Change in fair value of catalyst lease	—			(4,556		)	—			—			(4,556		)
Interest expense, net	(95,568		)	(1,289		)	(1,589		)	—			(98,446		)
Net income (loss) before income taxes	148,148			(1,064,415		)	(29,352		)	1,123,054			177,435
Income taxes expense	—			—			29,287			—			29,287
Net income (loss)	148,148			(1,064,415		)	(58,639		)	1,123,054			148,148
Less: net income attributable to noncontrolling interest	438			438			—			(438		)	438
Net income (loss) attributable to PBF Holding Company LLC	$	147,710		$	(1,064,853	)	$	(58,639	)	$	1,123,492		$	147,710
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	149,173		$	(1,064,853	)	$	(58,639	)	$	1,123,492		$	149,173

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Nine Months Ended September 30, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	9,737,169		$	668,576		$	1,250,957		$	(1,893,262	)	$	9,763,440
Costs and expenses
Cost of sales, excluding depreciation	8,370,720			749,706			1,187,259			(1,893,262		)	8,414,423
Operating expenses, excluding depreciation	(3,814		)	629,846			(490		)	—			625,542
General and administrative expenses	98,330			15,987			1,798			—			116,115
Equity (income) loss in investee	—			—			—			—			—
Gain on sale of assets	(251		)	(232		)	(650		)	—			(1,133		)
Depreciation and amortization expense	7,664			130,496			1,597			—			139,757
	8,472,649			1,525,803			1,189,514			(1,893,262		)	9,294,704
Income (loss) from operations	1,264,520			(857,227		)	61,443			—			468,736
Other income (expense)
Equity in earnings (loss) of subsidiaries	(793,606		)	—			—			793,606			—
Change in fair value of catalyst lease	—			8,982			—			—			8,982
Interest expense, net	(59,111		)	(4,342		)	(2,462		)	—			(65,915		)
Net income (loss) before income taxes	411,803			(852,587		)	58,981			793,606			411,803
Income taxes expense	—			—			—			—			—
Net income (loss)	411,803			(852,587		)	58,981			793,606			411,803
Less: net income attributable to noncontrolling interest	—			—			—			—			—
Net income (loss) attributable to PBF Holding Company LLC	$	411,803		$	(852,587	)	$	58,981		$	793,606		$	411,803
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	413,118		$	(852,587	)	$	58,981		$	793,606		$	413,118

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Nine Months Ended September 30, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	148,148		$	(1,064,415	)	$	(58,639	)	$	1,123,054		$	148,148
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization	10,828			144,011			7,726			—			162,565
Stock-based compensation	—			12,658			—			—			12,658
Change in fair value of catalyst lease obligations	—			4,556			—			—			4,556
Deferred income taxes	—			—			27,813			—			27,813
Change in non-cash lower of cost or market inventory adjustment	(320,833		)	—			—			—			(320,833		)
Non-cash change in inventory repurchase obligations	29,317			—			—			—			29,317
Pension and other post retirement benefit costs	5,249			20,645			—			—			25,894
Loss (gain) on sale of assets	2,418			97			8,866			—			11,381
Equity in earnings of subsidiaries	1,123,054			—			—			(1,123,054		)	—
Equity (income) loss in investee	—			—			(1,621		)	—			(1,621		)
Changes in current assets and current liabilities:
Accounts receivable	(205,816		)	3,695			7,223			—			(194,898		)
Due to/from affiliates	(1,624,741		)	1,588,690			44,245			—			8,194
Inventories	56,792			—			(2,740		)	—			54,052
Prepaid expenses and other current assets	(6,330		)	(11,768		)	(2,105		)	—			(20,203		)
Accounts payable	37,074			16,943			(5,126		)	1,406			50,297
Accrued expenses	661,974			(353,030		)	(897		)	—			308,047
Deferred revenue	6,559			—			1,470			—			8,029
Other assets and liabilities	(7,573		)	(14,210		)	(97		)	—			(21,880		)
Net cash (used in) provided by operating activities	(83,880		)	347,872			26,118			1,406			291,516
Cash flows from investing activities:
Acquisition of Torrance refinery and related logistics assets	(971,932		)	—			—			—			(971,932		)
Expenditures for property, plant and equipment	(16,244		)	(172,174		)	675			—			(187,743		)
Expenditures for deferred turnaround costs	—			(138,936		)	—			—			(138,936		)
Expenditures for other assets	—			(27,735		)	—			—			(27,735		)
Investment in subsidiaries	12,800			—			—			(12,800		)	—
Chalmette Acquisition working capital settlement	—			(2,659		)	—			—			(2,659		)
Proceeds from sale of assets	—			—			13,030			—			13,030
Net cash provided by (used in) investing activities	(975,376		)	(341,504		)	13,705			(12,800		)	(1,315,975		)
Cash flows from financing activities:
Proceeds from catalyst lease	—			7,927			—			—			7,927
Contributions from PBF LLC related to TVPC	175,000			—			—			—			175,000
Distribution to Parent	—			—			(12,800		)	12,800			—
Distribution to members	(92,503		)	—			—			—			(92,503		)
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	—			—			(11,457		)	—			(11,457		)
Net cash provided by (used in) financing activities	632,615			7,927			(24,257		)	12,800			629,085
Net increase in cash and cash equivalents	(426,641		)	14,295			15,566			1,406			(395,374		)
Cash and cash equivalents, beginning of period	882,820			6,236			28,968			(3,275		)	914,749
Cash and cash equivalents, end of period	$	456,179		$	20,531		$	44,534		$	(1,869	)	$	519,375

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Nine Months Ended September 30, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	411,803		$	(852,587	)	$	58,981		$	793,606		$	411,803
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation and amortization	13,085			130,513			2,377			—			145,975
Stock-based compensation	—			6,329			—			—			6,329
Change in fair value of catalyst lease obligations	—			(8,982		)	—			—			(8,982		)
Non-cash change in inventory repurchase obligations	—			53,370			—			—			53,370
Change in non-cash lower of cost of market inventory adjustment	(2,091		)	83,238			—			—			81,147
Pension and other post retirement benefit costs	5,769			13,571			—			—			19,340
Equity income in investee	—			—			—			—			—
Gain on sale of assets	(251		)	(232		)	(650		)	—			(1,133		)
Equity in earnings of subsidiaries	793,606			—			—			(793,606		)	—
Changes in current assets and current liabilities:
Accounts receivable	149,427			7,589			(1,371		)	—			155,645
Due to/from affiliates	(729,595		)	818,461			(76,300		)	—			12,566
Inventories	(34,187		)	(54,258		)	(22,385		)	—			(110,830		)
Prepaid expenses and other current assets	(17,976		)	(5,019		)	—			—			(22,995		)
Accounts payable	(113,856		)	(654		)	(8,404		)	166			(122,748		)
Accrued expenses	(206,906		)	(27,197		)	(108,678		)	—			(342,781		)
Deferred revenue	2,947			—			—			—			2,947
Other assets and liabilities	(3,430		)	(18,276		)	(178		)	—			(21,884		)
Net cash provided by (used in) operating activities	268,345			145,866			(156,608		)	166			257,769
Cash flows from investing activities:
Expenditures for property, plant and equipment	(188,364		)	(99,567		)	—			—			(287,931		)
Expenditures for refinery turnarounds costs	—			(39,725		)	—			—			(39,725		)
Expenditures for other assets	—			(7,275		)	—			—			(7,275		)
Investment in subsidiaries	5,000			—			—			(5,000		)	—
Proceeds from sale of assets	60,902			—			107,368			—			168,270
Net cash provided by (used in) investing activities	(122,462		)	(146,567		)	107,368			(5,000		)	(166,661		)
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	29,773			—			—			—			29,773
Proceeds from Rail Facility revolver borrowings	—			—			102,075			—			102,075
Repayments of Rail Facility revolver borrowing	—			—			(71,938		)	—			(71,938		)
Net cash provided by financing activities	29,773			—			25,137			5,000			59,910
Net increase (decrease) in cash and cash equivalents	175,656			(701		)	(24,103		)	166			151,018
Cash and cash equivalents, beginning of period	185,381			704			34,334			(2,016		)	218,403
Cash and cash equivalents, end of period	$	361,037		$	3		$	10,231		$	(1,850	)	$	369,421