CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

3 Months Ended

Mar. 31, 2019

Condensed Financial Information of Subsidiary Disclosure [Abstract]

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

13. CONDENSED 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, PBF International Inc. 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, 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 SHEETS (UNAUDITED, IN MILLIONS)

	March 31, 2019
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	342.1		$	12.8		$	29.7	$	—		$	384.6
Accounts receivable	838.5			7.0			17.9		—			863.4
Accounts receivable - affiliate	1.4			2.6			0.7		—			4.7
Inventories	2,368.6			—			196.2		—			2,564.8
Prepaid and other current assets	63.5			57.2			1.7		—			122.4
Due from related parties	35,050.5			25,514.7			10,076.4		(70,641.6		)	—
Total current assets	38,664.6			25,594.3			10,322.6		(70,641.6		)	3,939.9
Property, plant and equipment, net	16.8			2,767.5			230.0		—			3,014.3
Investment in subsidiaries	—			397.0			—		(397.0		)	—
Investment in equity method investee	—			—			167.7		—			167.7
Operating lease right of use assets - third party	181.1			64.0			—		—			245.1
Operating lease right of use assets - affiliate	589.9			65.7			—		—			655.6
Deferred charges and other assets, net	13.4			984.8			—		—			998.2
Total assets	$	39,465.8		$	29,873.3		$	10,720.3	$	(71,038.6	)	$	9,020.8
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	310.9		$	223.0		$	12.1	$	—		$	546.0
Accounts payable - affiliate	43.2			0.7			—		—			43.9
Accrued expenses	1,453.7			143.5			246.5		—			1,843.7
Current operating lease liabilities - third party	67.1			13.8			—		—			80.9
Current operating lease liabilities - affiliate	70.6			2.7			—		—			73.3
Current debt	—			2.5			—		—			2.5
Deferred revenue	62.1			1.5			—		—			63.6
Due to related parties	29,119.6			31,496.3			10,025.7		(70,641.6		)	—
Total current liabilities	31,127.2			31,884.0			10,284.3		(70,641.6		)	2,653.9
Long-term debt	1,446.2			44.9			19.6		—			1,510.7
Deferred tax liabilities	—			—			33.2		—			33.2
Long-term operating lease liabilities - third party	113.9			50.8			—		—			164.7
Long-term operating lease liabilities - affiliate	519.2			63.1			—		—			582.3
Other long-term liabilities	53.1			194.8			3.1		—			251.0
Investment in subsidiaries	2,381.2			—			—		(2,381.2		)	—
Total liabilities	35,640.8			32,237.6			10,340.2		(73,022.8		)	5,195.8
Commitments and contingencies (Note 5)
Equity:
PBF Holding Company LLC equity
Member’s equity	2,658.4			1,743.2			317.1		(2,060.3		)	2,658.4
Retained earnings / (accumulated deficit)	1,179.4			(4,110.9		)	63.0		4,047.9			1,179.4
Accumulated other comprehensive loss	(23.7		)	(7.5		)	—		7.5			(23.7		)
Total PBF Holding Company LLC equity	3,814.1			(2,375.2		)	380.1		1,995.1			3,814.1
Noncontrolling interest	10.9			10.9			—		(10.9		)	10.9
Total equity	3,825.0			(2,364.3		)	380.1		1,984.2			3,825.0
Total liabilities and equity	$	39,465.8		$	29,873.3		$	10,720.3	$	(71,038.6	)	$	9,020.8

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED, IN MILLIONS)

	December 31, 2018
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	526.0		$	9.1		$	26.6	$	—		$	561.7
Accounts receivable	690.1			7.2			13.4		—			710.7
Accounts receivable - affiliate	1.8			9.5			0.7		—			12.0
Inventories	1,685.4			—			178.7		—			1,864.1
Prepaid and other current assets	20.7			30.0			1.8		—			52.5
Due from related parties	33,793.1			25,057.3			9,534.2		(68,384.6		)	—
Total current assets	36,717.1			25,113.1			9,755.4		(68,384.6		)	3,201.0
Property, plant and equipment, net	17.3			2,722.7			231.2		—			2,971.2
Investment in subsidiaries	—			421.4			—		(421.4		)	—
Investment in equity method investee	—			—			169.5		—			169.5
Deferred charges and other assets, net	16.0			855.8			—		—			871.8
Total assets	$	36,750.4		$	29,113.0		$	10,156.1	$	(68,806.0	)	$	7,213.5
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	278.2		$	189.7		$	15.9	$	—		$	483.8
Accounts payable - affiliate	34.2			14.8			0.5		—			49.5
Accrued expenses	1,364.0			156.1			58.9		—			1,579.0
Current debt	—			2.4			—		—			2.4
Deferred revenue	15.6			1.5			—		—			17.1
Due to related parties	28,340.7			30,433.4			9,610.5		(68,384.6		)	—
Total current liabilities	30,032.7			30,797.9			9,685.8		(68,384.6		)	2,131.8
Long-term debt	1,194.7			42.0			21.3		—			1,258.0
Deferred tax liabilities	—			—			40.4		—			40.4
Other long-term liabilities	54.9			194.5			4.1		—			253.5
Investment in subsidiaries	1,938.3			—			—		(1,938.3		)	—
Total liabilities	33,220.6			31,034.4			9,751.6		(70,322.9		)	3,683.7
Commitments and contingencies (Note 5)
Equity:
PBF Holding Company LLC equity
Member’s equity	2,652.5			1,737.2			323.7		(2,060.9		)	2,652.5
Retained earnings	890.3			(3,662.0		)	80.8		3,581.2			890.3
Accumulated other comprehensive loss	(23.9		)	(7.5		)	—		7.5			(23.9		)
Total PBF Holding Company LLC equity	3,518.9			(1,932.3		)	404.5		1,527.8			3,518.9
Noncontrolling interest	10.9			10.9			—		(10.9		)	10.9
Total equity	3,529.8			(1,921.4		)	404.5		1,516.9			3,529.8
Total liabilities and equity	$	36,750.4		$	29,113.0		$	10,156.1	$	(68,806.0	)	$	7,213.5

D CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED, IN MILLIONS)

	Three Months Ended March 31, 2019
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	5,188.9		$	850.3		$	604.7		$	(1,435.2	)	$	5,208.7
Cost and expenses:
Cost of products and other	4,355.1			730.6			625.7			(1,435.2		)	4,276.2
Operating expenses (excluding depreciation and amortization expense as reflected below)	—			446.1			7.3			—			453.4
Depreciation and amortization expense	—			92.4			1.9			—			94.3
Cost of sales	4,355.1			1,269.1			634.9			(1,435.2		)	4,823.9
General and administrative expenses (excluding depreciation and amortization expense as reflected below)	43.3			8.6			(0.7		)	—			51.2
Depreciation and amortization expense	2.8			—			—			—			2.8
Equity income in investee	—			—			(4.7		)	—			(4.7		)
Total cost and expenses	4,401.2			1,277.7			629.5			(1,435.2		)	4,873.2
Income (loss) from operations	787.7			(427.4		)	(24.8		)	—			335.5
Other income (expense):
Equity in loss of subsidiaries	(448.6		)	(17.8		)	—			466.4			—
Change in fair value of catalyst leases	—			(3.1		)	—			—			(3.1		)
Interest expense, net	(26.8		)	(0.4		)	(0.2		)	—			(27.4		)
Other non-service components of net periodic benefit cost	(0.2		)	0.1			—			—			(0.1		)
Income (loss) before income taxes	312.1			(448.6		)	(25.0		)	466.4			304.9
Income tax benefit	—			—			(7.2		)	—			(7.2		)
Net income (loss)	312.1			(448.6		)	(17.8		)	466.4			312.1
Less: net income attributable to noncontrolling interests	—			—			—			—			—
Net income (loss) attributable to PBF Holding Company LLC	$	312.1		$	(448.6	)	$	(17.8	)	$	466.4		$	312.1
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	312.3		$	(448.6	)	$	(17.8	)	$	466.4		$	312.3

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED, IN MILLIONS)

	Three Months Ended March 31, 2018
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	5,734.7		$	711.7		$	685.6		$	(1,332.4	)	$	5,799.6
Cost and expenses:
Cost of products and other	5,238.1			604.3			679.6			(1,332.4		)	5,189.6
Operating expenses (excluding depreciation and amortization expense as reflected below)	—			405.0			6.4			—			411.4
Depreciation and amortization expense	—			74.9			1.9			—			76.8
Cost of sales	5,238.1			1,084.2			687.9			(1,332.4		)	5,677.8
General and administrative expenses (excluding depreciation and amortization expense as reflected below)	51.0			6.0			1.3			—			58.3
Depreciation and amortization expense	2.7			—			—			—			2.7
Equity income in investee	—			—			(4.0		)	—			(4.0		)
Loss on sale of assets	—			0.1			—			—			0.1
Total cost and expenses	5,291.8			1,090.3			685.2			(1,332.4		)	5,734.9
Income (loss) from operations	442.9			(378.6		)	0.4			—			64.7
Other income (expense):
Equity in (loss) earnings of subsidiaries	(377.7		)	0.9			—			376.8			—
Interest expense, net	(32.7		)	(0.4		)	(0.2		)	—			(33.3		)
Other non-service components of net periodic benefit cost	(0.1		)	0.4			—			—			0.3
Income (loss) before income taxes	32.4			(377.7		)	0.2			376.8			31.7
Income tax benefit	—			—			(0.7		)	—			(0.7		)
Net income (loss)	32.4			(377.7		)	0.9			376.8			32.4
Less: net income attributable to noncontrolling interests	—			—			—			—			—
Net income (loss) attributable to PBF Holding Company LLC	$	32.4		$	(377.7	)	$	0.9		$	376.8		$	32.4
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	32.7		$	(377.7	)	$	0.9		$	376.8		$	32.7

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED, IN MILLIONS)

	Three Months Ended March 31, 2019
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	312.1		$	(448.6	)	$	(17.8	)	$	466.4		$	312.1
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	4.4			92.4			1.9			—			98.7
Stock-based compensation	0.3			6.8			—			—			7.1
Change in fair value of catalyst leases	—			3.1			—			—			3.1
Deferred income taxes	—			—			(7.2		)	—			(7.2		)
Non-cash change in inventory repurchase obligations	14.2			—			—			—			14.2
Non-cash lower of cost or market inventory adjustment	(506.0		)	—			—			—			(506.0		)
Pension and other post-retirement benefit costs	2.0			9.2			—			—			11.2
Income from equity method investee	—			—			(4.7		)	—			(4.7		)
Distributions from equity method investee	—			—			4.7			—			4.7
Equity in earnings of subsidiaries	448.6			17.8			—			(466.4		)	—
Changes in operating assets and liabilities:
Accounts receivable	(148.4		)	0.3			(4.6		)	—			(152.7		)
Due to/from affiliates	(482.3		)	619.9			(127.3		)	—			10.3
Inventories	(177.2		)	—			(17.5		)	—			(194.7		)
Prepaid and other current assets	(42.9		)	(27.2		)	0.1			—			(70.0		)
Accounts payable	32.7			11.7			(3.8		)	—			40.6
Accrued expenses	85.7			(60.3		)	187.9			—			213.3
Deferred revenue	46.5			—			—			—			46.5
Other assets and liabilities	(1.4		)	(2.5		)	(7.6		)	—			(11.5		)
Net cash (used in) provided by operating activities	$	(411.7	)	$	222.6		$	4.1		$	—		$	(185.0	)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(2.2		)	(90.9		)	(1.1		)	—			(94.2		)
Expenditures for deferred turnaround costs	—			(133.0		)	—			—			(133.0		)
Expenditures for other assets	—			(22.2		)	—			—			(22.2		)
Equity method investment - return of capital	—			—			1.8			—			1.8
Net cash (used in) provided by investing activities	$	(2.2	)	$	(246.1	)	$	0.7		$	—		$	(247.6	)
Cash flows from financing activities:
Distribution to members	(22.8		)	(0.2		)	—			—			(23.0		)
Repayments of PBF Rail Term Loan	—			—			(1.7		)	—			(1.7		)
Proceeds from revolver borrowings	575.0			—			—			—			575.0
Repayments of revolver borrowings	(325.0		)	—			—			—			(325.0		)
Proceeds from insurance premium financing	2.8			27.4			—			—			30.2
Net cash provided by (used in) financing activities	$	230.0		$	27.2		$	(1.7	)	$	—		$	255.5
Net (decrease) increase in cash and cash equivalents	(183.9		)	3.7			3.1			—			(177.1		)
Cash and cash equivalents, beginning of period	526.0			9.1			26.6			—			561.7
Cash and cash equivalents, end of period	$	342.1		$	12.8		$	29.7		$	—		$	384.6

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED, IN MILLIONS)

	Three Months Ended March 31, 2018
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	32.4		$	(377.7	)	$	0.9		$	376.8		$	32.4
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	4.3			74.9			1.9			—			81.1
Stock-based compensation	—			4.3			—			—			4.3
Deferred income taxes	—			—			(0.7		)	—			(0.7		)
Non-cash change in inventory repurchase obligations	8.8			—			—			—			8.8
Non-cash lower of cost or market inventory adjustment	(87.7		)	—			—			—			(87.7		)
Debt extinguishment costs	—			—			—			—			—
Pension and other post-retirement benefit costs	1.6			10.2			—			—			11.8
Income from equity method investee	—			—			(4.0		)	—			(4.0		)
Distributions from equity method investee	—			—			4.0			—			4.0
Loss on sale of assets	—			0.1			—			—			0.1
Equity in earnings (loss) of subsidiaries	377.7			(0.9		)	—			(376.8		)	—
Changes in operating assets and liabilities:
Accounts receivable	116.3			0.7			4.4			—			121.4
Due to/from affiliates	(522.3		)	453.0			63.9			—			(5.4		)
Inventories	(247.4		)	—			(30.9		)	—			(278.3		)
Prepaid and other current assets	(6.9		)	(29.6		)	0.3			—			(36.2		)
Accounts payable	69.4			(31.4		)	(5.8		)	—			32.2
Accrued expenses	55.4			(45.8		)	(32.5		)	—			(22.9		)
Deferred revenue	(2.0		)	—			—			—			(2.0		)
Other assets and liabilities	0.5			(1.6		)	(4.9		)	—			(6.0		)
Net cash (used in) provided by operating activities	$	(199.9	)	$	56.2		$	(3.4	)	$	—		$	(147.1	)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(1.0		)	(19.7		)	(0.3		)	—			(21.0		)
Expenditures for deferred turnaround costs	—			(58.8		)	—			—			(58.8		)
Expenditures for other assets	—			(9.5		)	—			—			(9.5		)
Equity method investment - return of capital	—			—			1.0			—			1.0
Due to/from affiliates	(4.3		)	—			—			4.3			—
Net cash (used in) provided by investing activities	$	(5.3	)	$	(88.0	)	$	0.7		$	4.3		$	(88.3	)
Cash flows from financing activities:
Repayment of notes payable	—			(1.2		)	—			—			(1.2		)
Repayments of PBF Rail Term Loan	—			—			(1.7		)	—			(1.7		)
Due to/from affiliates	—			4.3			—			(4.3		)	—
Proceeds from insurance premium financing	2.0			25.9			—			—			27.9
Net cash provided by (used in) financing activities	2.0			29.0			(1.7		)	(4.3		)	25.0
Net decrease in cash and cash equivalents	(203.2		)	(2.8		)	(4.4		)	—			(210.4		)
Cash and cash equivalents, beginning of period	486.6			13.5			26.1			—			526.2
Cash and cash equivalents, end of period	$	283.4		$	10.7		$	21.7		$	—		$	315.8