CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

12 Months Ended

Dec. 31, 2016

Condensed Financial Information of Subsidiary Disclosure [Abstract]

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., 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, TVP 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

CONSOLIDATING BALANCE SHEET

	December 31, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	530,085		$	56,717		$	41,366	$	(1,463	)	$	626,705
Accounts receivable	599,147			7,999			8,735		—			615,881
Accounts receivable - affiliate	2,432			4,504			695		—			7,631
Inventories	1,680,058			—			183,502		—			1,863,560
Prepaid expense and other current assets	27,443			12,933			160		—			40,536
Due from related parties	24,141,120			21,883,569			4,692,799		(50,717,488		)	—
Total current assets	26,980,285			21,965,722			4,927,257		(50,718,951		)	3,154,313
Property, plant and equipment, net	33,772			2,452,877			242,050		—			2,728,699
Investment in subsidiaries	705,034			440,377			—		(1,145,411		)	—
Investment in equity method investee	—			—			179,882		—			179,882
Deferred charges and other assets, net	12,317			491,673			13		—			504,003
Total assets	$	27,731,408		$	25,350,649		$	5,349,202	$	(51,864,362	)	$	6,566,897
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	360,260		$	157,277		$	14,291	$	(1,463	)	$	530,365
Accounts payable - affiliate	37,077			786			—		—			37,863
Accrued expenses	1,094,581			201,935			166,213		—			1,462,729
Deferred revenue	10,901			1,438			1		—			12,340
Due to related parties	22,027,065			24,031,520			4,658,903		(50,717,488		)	—
Total current liabilities	23,529,884			24,392,956			4,839,408		(50,718,951		)	2,043,297
Delaware Economic Development Authority loan				—			—		—			—
Long-term debt	1,496,085			45,908			34,566		—			1,576,559
Affiliate notes payable	86,298			—			—		—			86,298
Deferred tax liabilities	—			—			45,699		—			45,699
Other long-term liabilities	30,208			192,204			3,699		—			226,111
Due to related party - long term	—			—			—		—			—
Total liabilities	25,142,475			24,631,068			4,923,372		(50,718,951		)	3,977,964
Commitments and contingencies
Equity:
Member's equity	2,155,863			1,714,997			374,067		(2,089,064		)	2,155,863
Retained earnings	446,519			(999,693		)	51,763		947,930			446,519
Accumulated other comprehensive loss	(25,962		)	(8,236		)	—		8,236			(25,962		)
Total PBF Holding Company LLC equity	2,576,420			707,068			425,830		(1,132,898		)	2,576,420
Noncontrolling interest	12,513			12,513			—		(12,513		)	$	12,513
Total equity	2,588,933			719,581			425,830		(1,145,411		)	2,588,933
Total liabilities and equity	$	27,731,408		$	25,350,649		$	5,349,202	$	(51,864,362	)	$	6,566,897

22. 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
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 liabilities	—			—			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

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

	Year Ended December 31, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	15,808,556		$	800,647		$	1,524,691		$	(2,225,357	)	$	15,908,537
Costs, expenses and other
Cost of sales, excluding depreciation	13,813,293			649,242			1,527,910			(2,225,357		)	13,765,088
Operating expenses, excluding depreciation	41			1,356,572			33,969			—			1,390,582
General and administrative expenses	123,150			27,602			(1,109		)	—			149,643
Equity income in investee	—			—			(5,679		)	—			(5,679		)
Gain on sale of asset	2,392			150			8,832			—			11,374
Depreciation and amortization expense	5,836			194,701			9,303			—			209,840
Total costs, expenses and other	13,944,712			2,228,267			1,573,226			(2,225,357		)	15,520,848
Income (loss) from operations	1,863,844			(1,427,620		)	(48,535		)	—			387,689
Other income (expense)
Equity in earnings of subsidiaries	(1,502,243		)	(74,507		)	—			1,576,750			—
Change in fair value of catalyst lease	—			1,422			—			—			1,422
Interest expense, net	(125,715		)	(1,538		)	(2,283		)	—			(129,536		)
Income (loss) before income taxes	235,886			(1,502,243		)	(50,818		)	1,576,750			259,575
Income tax expense	—			—			23,689			—			23,689
Net income (loss)	235,886			(1,502,243		)	(74,507		)	1,576,750			235,886
Less income attributable to noncontrolling interests	269			269			—			(269		)	269
Net income (loss) attributable to PBF Holding Company LLC	$	235,617		$	(1,502,512	)	$	(74,507	)	$	1,577,019		$	235,617
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	233,025		$	(1,502,512	)	$	(74,507	)	$	1,577,019		$	233,025

22. 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, expenses and other
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
Total costs, expenses and other	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	—			—			648			—			648
Net income (loss)	187,942			(1,228,631		)	73,563			1,154,420			187,294
Less 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, expenses and other
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 on sale of assets	(277		)	—			(618		)	—			(895		)
Depreciation and amortization expense	13,583			164,525			888			—			178,996
Total costs, expenses and other	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 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	—			—			—			—			—
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

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING STATEMENT OF CASH FLOW

	Year Ended December 31, 2016
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	235,886		$	(1,502,243	)	$	(74,507	)	$	1,576,750		$	235,886
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	14,874			194,722			9,337			—			218,933
Stock-based compensation	—			18,296			—			—			18,296
Change in fair value of catalyst lease obligation	—			(1,422		)	—			—			(1,422		)
Deferred income taxes	—			—			19,802			—			19,802
Non-cash change in inventory repurchase obligations	29,453			—			—			—			29,453
Non-cash lower of cost or market inventory adjustment	(521,348		)	—			—			—			(521,348		)
Pension and other post retirement benefit costs	7,139			30,848			—			—			37,987
Equity (income) loss in investee	—			—			(5,679		)	—			(5,679		)
Loss (gain) on sale of assets	2,392			150			8,832			—			11,374
Equity in earnings of subsidiaries	1,502,243			74,507			—			(1,576,750		)	—
Changes in operating assets and liabilities:
Accounts receivable	(168,338		)	3,058			4,158			—			(161,122		)
Due to/from affiliates	(2,031,933		)	2,046,280			(4,626		)	—			9,721
Inventories	217,629			—			18,973			—			236,602
Prepaid expenses and other current assets	(3,200		)	(2,675		)	92			—			(5,783		)
Accounts payable	163,272			41,025			7,405			1,812			213,514
Accrued expenses	531,613			(353,591		)	49,964			—			227,986
Deferred revenue	6,858			1,438			1			—			8,297
Other assets and liabilities	(5,833		)	(16,238		)	1,193			—			(20,878		)
Net cash provided by (used in) operating activities	(19,293		)	534,155			34,945			1,812			551,619
Cash flows from investing activities:
Acquisition of Torrance refinery and related logistics assets	(971,932		)	—			—			—			(971,932		)
Acquisition of Chalmette refinery, net of cash acquired	—			(2,659		)	—			—			(2,659		)
Expenditures for property, plant and equipment	(21,563		)	(255,434		)	(5,433		)	—			(282,430		)
Expenditures for refinery turnarounds costs	—			(198,664		)	—			—			(198,664		)
Expenditures for other assets	—			(42,506		)	—			—			(42,506		)
Return on investment in subsidiaries	12,800			—			—			(12,800		)	—
Capital contributions to subsidiaries	(8,287		)	—			—			8,287			—
Proceeds from sale of assets	4,802			—			19,890			—			24,692
Net cash (used in) provided by investing activities	(984,180		)	(499,263		)	14,457			(4,513		)	(1,473,499		)

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

Cash flows from financing activities:
Proceeds from parent's capital contributions	—			—		8,287			(8,287		)	—
Contributions from PBF LLC	450,300			—		—			—			450,300
Distribution to parent	—			—		(12,800		)	12,800			—
Distributions to members	(139,434		)	—		—			—			(139,434		)
Proceeds from affiliate notes payable	43,396			—		—			—			43,396
Repayments of affiliate notes payable	(53,524		)	—		—			—			(53,524		)
Proceeds from revolver borrowings	550,000			—		—			—			550,000
Repayments of revolver borrowings	(200,000		)	—		—			—			(200,000		)
Repayments of Rail Facility revolver borrowings	—			—		(67,491		)	—			(67,491		)
Proceeds from PBF Rail Term Loan	—			—		35,000			—			35,000
Additional catalyst lease	—			15,589		—			—			15,589
Net cash provided by financing activities	650,738			15,589		(37,004		)	4,513			633,836
Net increase (decrease) in cash and cash equivalents	(352,735		)	50,481		12,398			1,812			(288,044		)
Cash and equivalents, beginning of period	882,820			6,236		28,968			(3,275		)	914,749
Cash and equivalents, end of period	$	530,085		$	56,717	$	41,366		$	(1,463	)	$	626,705

22. 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 cost	7,576			19,406			—			—			26,982
Gain on sale of assets	(249		)	(105		)	(650		)	—			(1,004		)
Equity in earnings of subsidiaries	1,154,420			—			—			(1,154,420		)	—
Changes in operating assets and liabilities:
Accounts receivable	87,689			16,124			(6,177		)	—			97,636
Due to/from affiliates	(1,018,176		)	1,133,364			(103,084		)	—			12,104
Inventories	(108,751		)	(116,074		)	(47,067		)	—			(271,892		)
Prepaid expense and 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 Chalmette refinery, net of cash acquired	(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		)
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 from 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			Guarantors Subsidiaries			Non-Guarantors Subsidiaries			Combining and Consolidated 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
Pension and other post retirement benefit costs	6,426			16,174			—			—			22,600
Gain on sale of assets	(277		)	—			(618		)	—			(895		)
Equity in earnings of subsidiaries	1,131,321			—			—			(1,131,321		)	—
Changes in operating assets and liabilities:
Accounts receivable	69,887			(17,976		)	(6,533		)	—			45,378
Due to/from affiliates	(1,227,851		)	1,328,439			(92,181		)	—			8,407
Inventories	(259,352		)	20,711			(155,390		)	—			(394,031		)
Prepaid expense and 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 deferred turnaround costs	—			(137,688		)	—			—			(137,688		)
Expenditures for other assets	—			(17,255		)	—			—			(17,255		)
Capital contributions to 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:
Contributions from PBF LLC	328,664			—			44,346			(44,346		)	328,664
Distributions to members	(361,352		)	—			—			—			(361,352		)
Proceeds from affiliate 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
Repayment 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