CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

6 Months Ended

Jun. 30, 2017

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, Toledo Refining Company LLC, Chalmette Refining, L.L.C., PBF Energy 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 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 November 24, 2015 and May 30, 2017, 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 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 Notes.

The Senior 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, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	78,302		$	5,961		$	29,756		$	—		$	114,019
Accounts receivable	577,813			4,498			27,449			—			609,760
Accounts receivable - affiliate	1,461			24,428			600			—			26,489
Affiliate notes receivable	—			11,600			—			—			11,600
Inventories	1,654,143			—			221,021			—			1,875,164
Prepaid expense and other current assets	30,759			27,443			168			—			58,370
Due from related parties	26,546,381			22,526,098			5,683,279			(54,755,758		)	—
Total current assets	28,888,859			22,600,028			5,962,273			(54,755,758		)	2,695,402
Property, plant and equipment, net	25,896			2,527,179			239,954			—			2,793,029
Investment in subsidiaries	7,524			431,662			—			(439,186		)	—
Investment in equity method investee	—			—			174,047			—			174,047
Deferred charges and other assets, net	30,571			780,710			—			—			811,281
Total assets	$	28,952,850		$	26,339,579		$	6,376,274		$	(55,194,944	)	$	6,473,759
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	240,234		$	185,231		$	12,175		$	—		$	437,640
Accounts payable - affiliate	31,347			159			(97		)	—			31,409
Accrued expenses	1,316,523			141,382			136,395			—			1,594,300
Deferred revenue	4,899			20			13			—			4,932
Due to related parties	23,277,244			25,761,022			5,717,492			(54,755,758		)	—
Total current liabilities	24,870,247			26,087,814			5,865,978			(54,755,758		)	2,068,281
Long-term debt	1,548,024			47,406			31,313			—			1,626,743
Deferred tax liabilities	—			—			50,822			—			50,822
Other long-term liabilities	29,772			189,189			4,145			—			223,106
Total liabilities	26,448,043			26,324,409			5,952,258			(54,755,758		)	3,968,952
Commitments and contingencies
Equity:
Member’s equity	2,349,357			1,720,206			362,598			(2,082,804		)	2,349,357
Retained earnings / (accumulated deficit)	167,868			(1,709,693		)	61,418			1,648,275			167,868
Accumulated other comprehensive (loss) income	(25,311		)	(8,236		)	—			8,236			(25,311		)
Total PBF Holding Company LLC equity	2,491,914			2,277			424,016			(426,293		)	2,491,914
Noncontrolling interest	12,893			12,893			—			(12,893		)	12,893
Total equity	2,504,807			15,170			424,016			(439,186		)	2,504,807
Total liabilities and equity	$	28,952,850		$	26,339,579		$	6,376,274		$	(55,194,944	)	$	6,473,759

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	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
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
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 / (accumulated deficit)	446,519			(999,693		)	51,763		947,930			446,519
Accumulated other comprehensive (loss) income	(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

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended June 30, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	4,928,464		$	134,566		$	512,262		$	(562,041	)	$	5,013,251
Cost and expenses:
Cost of products and other	4,703,574			32,288			489,012			(562,041		)	4,662,833
Operating expenses (excluding depreciation)	(326		)	389,889			9,007			—			398,570
General and administrative expenses	28,843			6,286			(209		)	—			34,920
Equity (income) loss in investee	—			—			(3,820		)	—			(3,820		)
Loss on sale of assets	—			29			—			—			29
Depreciation and amortization expense	6,019			55,077			1,897			—			62,993
	4,738,110			483,569			495,887			(562,041		)	5,155,525
Income (loss) from operations	190,354			(349,003		)	16,375			—			(142,274		)
Other income (expenses):
Equity in earnings (loss) of subsidiaries	(338,171		)	1,442			—			336,729			—
Change in fair value of catalyst leases	—			1,104			—			—			1,104
Debt extinguishment costs	(25,451		)	—			—			—			(25,451		)
Interest expense, net	(32,108		)	(480		)	(269		)	—			(32,857		)
Income (loss) before income taxes	(205,376		)	(346,937		)	16,106			336,729			(199,478		)
Income tax expense	—			—			5,898			—			5,898
Net income (loss)	(205,376		)	(346,937		)	10,208			336,729			(205,376		)
Less: net income attributable to noncontrolling interests	267			267			—			(267		)	267
Net income (loss) attributable to PBF Holding Company LLC	$	(205,643	)	$	(347,204	)	$	10,208		$	336,996		$	(205,643	)
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	(205,313	)	$	(347,204	)	$	10,208		$	336,996		$	(205,313	)

14. CONDENSED 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
Cost and expenses:
Cost of products and other	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
Loss 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 (expenses):
Equity in earnings (loss) of subsidiaries	(292,212		)	—			—			292,212			—
Change in fair value of catalyst leases	—			(1,748		)	—			—			(1,748		)
Interest expense, net	(30,245		)	(484		)	(550		)	—			(31,279		)
Income (loss) before income taxes	181,504			(270,173		)	(27,316		)	292,212			176,227
Income tax benefit	—			—			(5,277		)	—			(5,277		)
Net income (loss)	181,504			(270,173		)	(22,039		)	292,212			181,504
Less: net income attributable to noncontrolling interests	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)

	Six Months Ended June 30, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	9,654,243		$	760,335		$	1,042,167		$	(1,693,296	)	$	9,763,449
Cost and expenses:
Cost of products and other	9,064,194			530,062			1,013,627			(1,693,296		)	8,914,587
Operating expenses (excluding depreciation)	(331		)	819,419			16,335			—			835,423
General and administrative expenses	62,538			13,451			(590		)	—			75,399
Equity (income) loss in investee	—			—			(7,419		)	—			(7,419		)
Loss on sale of assets	—			912			—			—			912
Depreciation and amortization expense	7,781			107,124			3,778			—			118,683
	9,134,182			1,470,968			1,025,731			(1,693,296		)	9,937,585
Income (loss) from operations	520,061			(710,633		)	16,436			—			(174,136		)
Other income (expenses):
Equity in earnings (loss) of subsidiaries	(703,300		)	3,335			—			699,965			—
Change in fair value of catalyst leases	—			(1,484		)	—			—			(1,484		)
Debt extinguishment costs	(25,451		)	—			—			—			(25,451		)
Interest expense, net	(62,226		)	(838		)	(449		)	—			(63,513		)
Income (loss) before income taxes	(270,916		)	(709,620		)	15,987			699,965			(264,584		)
Income tax expense	—			—			6,332			—			6,332
Net income (loss)	(270,916		)	(709,620		)	9,655			699,965			(270,916		)
Less: net income attributable to noncontrolling interests	380			380			—			(380		)	380
Net income (loss) attributable to PBF Holding Company LLC	$	(271,296	)	$	(710,000	)	$	9,655		$	700,345		$	(271,296	)
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	(270,645	)	$	(710,000	)	$	9,655		$	700,345		$	(270,645	)

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
Cost and expenses:
Cost of products and other	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 (expenses):
Equity in earnings (loss) of subsidiaries	(684,805		)	—			—			684,805			—
Change in fair value of catalyst leases	—			(4,633		)	—			—			(4,633		)
Interest expense, net	(62,586		)	(842		)	(1,122		)	—			(64,550		)
Income (loss) before income taxes	83,076			(639,394		)	(18,415		)	684,805			110,072
Income tax expense	—			—			26,996			—			26,996
Net income (loss)	83,076			(639,394		)	(45,411		)	684,805			83,076
Less: net income attributable to noncontrolling interests	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

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Six Months Ended June 30, 2017
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	(270,916	)	$	(709,620	)	$	9,655		$	699,965		$	(270,916	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operations:
Depreciation and amortization	11,596			107,430			3,823			—			122,849
Stock-based compensation	—			10,134			—			—			10,134
Change in fair value of catalyst leases	—			1,484			—			—			1,484
Deferred income taxes	—			—			5,123			—			5,123
Non-cash lower of cost or market inventory adjustment	167,134			—			—			—			167,134
Non-cash change in inventory repurchase obligations	(3,107		)	—			—			—			(3,107		)
Debt extinguishment costs	25,451			—			—			—			25,451
Pension and other post-retirement benefit costs	3,304			17,817			—			—			21,121
(Income) from equity method investee	—			—			(7,419		)	—			(7,419		)
Distributions from equity method investee	—			—			12,254			—			12,254
Loss on sale of assets	—			912			—			—			912
Equity in earnings (loss) of subsidiaries	703,300			(3,335		)	—			(699,965		)	—
Changes in operating assets and liabilities:
Accounts receivable	21,334			3,501			(18,714		)	—			6,121
Due to/from affiliates	(1,111,279		)	1,029,667			68,107			—			(13,505		)
Inventories	(141,219		)	—			(37,519		)	—			(178,738		)
Prepaid expense and other current assets	(3,314		)	(14,716		)	(8		)	—			(18,038		)
Accounts payable	(120,026		)	(24,140		)	(2,116		)	1,463			(144,819		)
Accrued expenses	178,794			(42,903		)	(29,818		)	—			106,073
Deferred revenue	(6,002		)	(1,418		)	12			—			(7,408		)
Other assets and liabilities	(15,218		)	(13,881		)	(11,426		)	—			(40,525		)
Net cash (used in) provided by operations	(560,168		)	360,932			(8,046		)	1,463			(205,819		)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(287		)	(179,019		)	(269		)	—			(179,575		)
Expenditures for deferred turnaround costs	—			(214,375		)	—			—			(214,375		)
Expenditures for other assets	—			(23,747		)	—			—			(23,747		)
Net cash used in investing activities	(287		)	(417,141		)	(269		)	—			(417,697		)
Cash flows from financing activities:
Contributions from PBF LLC	97,000			—			—			—			97,000
Distribution to members	(5,252		)	—			—			—			(5,252		)
Proceeds from 2025 7.25% Senior Notes	725,000			—			—			—			725,000
Cash paid to extinguish 2020 8.25% Senior Secured Notes	(690,209		)	—			—			—			(690,209		)
Repayments of PBF Rail Term Loan	—			—			(3,295		)	—			(3,295		)
Proceeds from revolver borrowings	290,000			—			—			—			290,000
Repayments of revolver borrowings	(290,000		)	—			—			—			(290,000		)
Due to/from affiliates	(5,453		)	5,453			—			—			—
Deferred financing costs and other	(12,414		)	—			—			—			(12,414		)
Net cash provided by (used in) financing activities	108,672			5,453			(3,295		)	—			110,830
Net (decrease) increase in cash and cash equivalents	(451,783		)	(50,756		)	(11,610		)	1,463			(512,686		)
Cash and cash equivalents, beginning of period	530,085			56,717			41,366			(1,463		)	626,705
Cash and cash equivalents, end of period	$	78,302		$	5,961		$	29,756		$	—		$	114,019

14. CONDENSED 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 (loss) to net cash (used in) provided by operations:
Depreciation and amortization	7,405			96,645			3,895			—			107,945
Stock-based compensation	—			9,999			—			—			9,999
Change in fair value of catalyst leases	—			4,633			—			—			4,633
Deferred income taxes	—			—			27,060			—			27,060
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
Loss on sale of assets	—			24			3,198			—			3,222
Equity in earnings of subsidiaries	684,805			—			—			(684,805		)	—
Changes in operating assets and 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 expense 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 operations	(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:
Distributions to Parent	—			—			(12,800		)	12,800			—
Distributions to members	(61,667		)	—			—			—			(61,667		)
Proceeds from affiliate notes payable	635			—			—			—			635
Repayment of affiliate notes payable	(517		)	—			—			—			(517		)
Repayment of Rail Facility revolver borrowings	—			—			(6,970		)	—			(6,970		)
Proceeds from revolver borrowings	550,000			—			—			—			550,000
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