CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Tables)

6 Months Ended

Jun. 30, 2019

Condensed Financial Information of Subsidiary Disclosure [Abstract]

Condensed Consolidating Balance Sheet

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEETS

	June 30, 2019
(in millions)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	118.9		$	7.9		$	30.0	$	—		$	156.8
Accounts receivable	965.6			6.8			12.3		—			984.7
Accounts receivable - affiliate	1.7			2.8			1.0		—			5.5
Inventories	2,113.8			—			198.8		—			2,312.6
Prepaid and other current assets	44.2			40.8			1.5		—			86.5
Due from related parties	36,665.2			25,989.9			11,003.8		(73,658.9		)	—
Total current assets	39,909.4			26,048.2			11,247.4		(73,658.9		)	3,546.1
Property, plant and equipment, net	15.3			2,817.9			230.0		—			3,063.2
Investment in subsidiaries	—			233.7			—		(233.7		)	—
Operating lease right of use assets - third party	174.6			61.9			—		—			236.5
Operating lease right of use assets - affiliate	617.9			65.1			—		—			683.0
Deferred charges and other assets, net	16.9			1,010.8			—		—			1,027.7
Total assets	$	40,734.1		$	30,237.6		$	11,477.4	$	(73,892.6	)	$	8,556.5
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	279.0		$	146.9		$	12.9	$	—		$	438.8
Accounts payable - affiliate	45.5			1.5			0.3		—			47.3
Accrued expenses	1,423.8			107.0			272.3		—			1,803.1
Current operating lease liabilities - third party	66.8			13.3			—		—			80.1
Current operating lease liabilities - affiliate	69.8			2.7			—		—			72.5
Current debt	—			1.3			—		—			1.3
Deferred revenue	20.9			1.5			—		—			22.4
Due to related parties	30,294.2			32,445.7			10,919.0		(73,658.9		)	—
Total current liabilities	32,200.0			32,719.9			11,204.5		(73,658.9		)	2,465.5
Long-term debt	1,197.8			44.5			17.9		—			1,260.2
Deferred tax liabilities	—			—			35.1		—			35.1
Long-term operating lease liabilities - third party	107.3			48.6			—		—			155.9
Long-term operating lease liabilities - affiliate	548.1			62.4			—		—			610.5
Other long-term liabilities	52.1			200.1			3.1		—			255.3
Investment in subsidiaries	2,854.8			—			—		(2,854.8		)	—
Total liabilities	36,960.1			33,075.5			11,260.6		(76,513.7		)	4,782.5
Commitments and contingencies
Equity:
PBF Holding Company LLC equity
Member’s equity	2,699.8			1,582.2			146.4		(1,728.6		)	2,699.8
Retained earnings / (accumulated deficit)	1,086.4			(4,423.6		)	70.4		4,353.2			1,086.4
Accumulated other comprehensive loss	(23.2		)	(7.5		)	—		7.5			(23.2		)
Total PBF Holding Company LLC equity	3,763.0			(2,848.9		)	216.8		2,632.1			3,763.0
Noncontrolling interest	11.0			11.0			—		(11.0		)	11.0
Total equity	3,774.0			(2,837.9		)	216.8		2,621.1			3,774.0
Total liabilities and equity	$	40,734.1		$	30,237.6		$	11,477.4	$	(73,892.6	)	$	8,556.5

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEETS

	December 31, 2018
(in millions)	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
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

Condensed Income Statement

D CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	Three Months Ended June 30, 2019
(in millions)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	6,521.0		$	350.8		$	973.7		$	(1,293.6	)	$	6,551.9
Cost and expenses:
Cost of products and other	6,196.4			164.3			958.3			(1,293.6		)	6,025.4
Operating expenses (excluding depreciation and amortization expense as reflected below)	—			401.6			8.1			—			409.7
Depreciation and amortization expense	—			93.4			1.9			—			95.3
Cost of sales	6,196.4			659.3			968.3			(1,293.6		)	6,530.4
General and administrative expenses (excluding depreciation and amortization expense as reflected below)	37.6			9.9			(0.9		)	—			46.6
Depreciation and amortization expense	2.9			—			—			—			2.9
Equity income in investee	—			—			(3.2		)	—			(3.2		)
Loss on sale of assets	—			0.8			—			—			0.8
Total cost and expenses	6,236.9			670.0			964.2			(1,293.6		)	6,577.5
Income (loss) from operations	284.1			(319.2		)	9.5			—			(25.6		)
Other income (expense):
Equity in (loss) earnings of subsidiaries	(311.3		)	7.4			—			303.9			—
Change in fair value of catalyst leases	—			0.5			—			—			0.5
Interest expense, net	(29.1		)	(0.2		)	(0.3		)	—			(29.6		)
Other non-service components of net periodic benefit cost	(0.2		)	0.2			—			—			—
Income (loss) before income taxes	(56.5		)	(311.3		)	9.2			303.9			(54.7		)
Income tax expense	—			—			1.8			—			1.8
Net income (loss)	(56.5		)	(311.3		)	7.4			303.9			(56.5		)
Less: net income attributable to noncontrolling interests	0.1			0.1			—			(0.1		)	0.1
Net income (loss) attributable to PBF Holding Company LLC	$	(56.6	)	$	(311.4	)	$	7.4		$	304.0		$	(56.6	)
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	(56.1	)	$	(311.4	)	$	7.4		$	304.0		$	(56.1	)

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	Three Months Ended June 30, 2018
(in millions)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	7,379.2		$	342.1		$	903.6		$	(1,184.4	)	$	7,440.5
Cost and expenses:
Cost of products and other	6,628.7			157.1			910.8			(1,184.4		)	6,512.2
Operating expenses (excluding depreciation and amortization expense as reflected below)	—			394.7			8.0			—			402.7
Depreciation and amortization expense	—			80.9			1.9			—			82.8
Cost of sales	6,628.7			632.7			920.7			(1,184.4		)	6,997.7
General and administrative expenses (excluding depreciation and amortization expense as reflected below)	43.8			7.1			0.9			—			51.8
Depreciation and amortization expense	2.6			—			—			—			2.6
Equity income in investee	—			—			(4.4		)	—			(4.4		)
Loss on sale of assets	—			0.6			—			—			0.6
Total cost and expenses	6,675.1			640.4			917.2			(1,184.4		)	7,048.3
Income (loss) from operations	704.1			(298.3		)	(13.6		)	—			392.2
Other income (expense):
Equity in loss of subsidiaries	(304.3		)	(9.9		)	—			314.2			—
Change in fair value of catalyst leases	—			4.1			—			—			4.1
Interest expense, net	(32.2		)	(0.5		)	(0.3		)	—			(33.0		)
Other non-service components of net periodic benefit cost	(0.1		)	0.3			—			—			0.2
Income (loss) before income taxes	367.5			(304.3		)	(13.9		)	314.2			363.5
Income tax benefit	—			—			(4.0		)	—			(4.0		)
Net income (loss)	367.5			(304.3		)	(9.9		)	314.2			367.5
Net income (loss) attributable to PBF Holding Company LLC	$	367.5		$	(304.3	)	$	(9.9	)	$	314.2		$	367.5
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	367.5		$	(304.3	)	$	(9.9	)	$	314.2		$	367.5

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	Six Months Ended June 30, 2019
(in millions)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	11,709.9		$	1,201.1		$	1,578.4		$	(2,728.8	)	$	11,760.6
Cost and expenses:
Cost of products and other	10,551.5			894.9			1,584.0			(2,728.8		)	10,301.6
Operating expenses (excluding depreciation and amortization expense as reflected below)	—			847.7			15.4			—			863.1
Depreciation and amortization expense	—			185.8			3.8			—			189.6
Cost of sales	10,551.5			1,928.4			1,603.2			(2,728.8		)	11,354.3
General and administrative expenses (excluding depreciation and amortization expense as reflected below)	80.9			18.5			(1.6		)	—			97.8
Depreciation and amortization expense	5.7			—			—			—			5.7
Equity income in investee	—			—			(7.9		)	—			(7.9		)
Loss on sale of assets	—			0.8			—			—			0.8
Total cost and expenses	10,638.1			1,947.7			1,593.7			(2,728.8		)	11,450.7
Income (loss) from operations	1,071.8			(746.6		)	(15.3		)	—			309.9
Other income (expense):
Equity in (loss) earnings of subsidiaries	(759.9		)	(10.4		)	—			770.3			—
Change in fair value of catalyst leases	—			(2.6		)	—			—			(2.6		)
Interest expense, net	(55.9		)	(0.6		)	(0.5		)	—			(57.0		)
Other non-service components of net periodic benefit cost	(0.4		)	0.3			—			—			(0.1		)
Income (loss) before income taxes	255.6			(759.9		)	(15.8		)	770.3			250.2
Income tax benefit	—			—			(5.4		)	—			(5.4		)
Net income (loss)	255.6			(759.9		)	(10.4		)	770.3			255.6
Less: net income attributable to noncontrolling interests	0.1			0.1			—			(0.1		)	0.1
Net income (loss) attributable to PBF Holding Company LLC	$	255.5		$	(760.0	)	$	(10.4	)	$	770.4		$	255.5
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	256.2		$	(760.0	)	$	(10.4	)	$	770.4		$	256.2

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	Six Months Ended June 30, 2018
(in millions)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	13,113.9		$	1,053.8		$	1,589.2		$	(2,516.8	)	$	13,240.1
Cost and expenses:
Cost of products and other	11,866.8			761.4			1,590.4			(2,516.8		)	11,701.8
Operating expenses (excluding depreciation and amortization expense as reflected below)	—			799.7			14.4			—			814.1
Depreciation and amortization expense	—			155.8			3.8			—			159.6
Cost of sales	11,866.8			1,716.9			1,608.6			(2,516.8		)	12,675.5
General and administrative expenses (excluding depreciation and amortization expense as reflected below)	94.8			13.1			2.2			—			110.1
Depreciation and amortization expense	5.3			—			—			—			5.3
Equity income in investee	—			—			(8.4		)	—			(8.4		)
Loss on sale of assets	—			0.7			—			—			0.7
Total cost and expenses	11,966.9			1,730.7			1,602.4			(2,516.8		)	12,783.2
Income (loss) from operations	1,147.0			(676.9		)	(13.2		)	—			456.9
Other income (expense):
Equity in loss of subsidiaries	(682.0		)	(9.0		)	—			691.0			—
Change in fair value of catalyst leases	—			4.1			—			—			4.1
Interest expense, net	(64.9		)	(0.9		)	(0.5		)	—			(66.3		)
Other non-service components of net periodic benefit cost	(0.2		)	0.7			—			—			0.5
Income (loss) before income taxes	399.9			(682.0		)	(13.7		)	691.0			395.2
Income tax benefit	—			—			(4.7		)	—			(4.7		)
Net income (loss)	399.9			(682.0		)	(9.0		)	691.0			399.9
Net income (loss) attributable to PBF Holding Company LLC	$	399.9		$	(682.0	)	$	(9.0	)	$	691.0		$	399.9
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	400.2		$	(682.0	)	$	(9.0	)	$	691.0		$	400.2

Condensed Consolidating Statement of Cash Flow

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Six Months Ended June 30, 2019
(in millions)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	255.6		$	(759.9	)	$	(10.4	)	$	770.3		$	255.6
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	8.7			185.8			3.9			—			198.4
Stock-based compensation	0.6			15.1			—			—			15.7
Change in fair value of catalyst leases	—			2.6			—			—			2.6
Deferred income taxes	—			—			(5.3		)	—			(5.3		)
Non-cash change in inventory repurchase obligations	35.0			—			—			—			35.0
Non-cash lower of cost or market inventory adjustment	(324.0		)	—			—			—			(324.0		)
Pension and other post-retirement benefit costs	4.0			18.4			—			—			22.4
Income from equity method investee	—			—			(7.9		)	—			(7.9		)
Distributions from equity method investee	—			—			7.9			—			7.9
Loss on sale of assets	—			0.8			—			—			0.8
Equity in earnings of subsidiaries	759.9			10.4			—			(770.3		)	—
Changes in operating assets and liabilities:
Accounts receivable	(275.5		)	0.4			1.0			—			(274.1		)
Due to/from affiliates	(874.3		)	1,048.7			(161.5		)	—			12.9
Inventories	(104.5		)	—			(20.1		)	—			(124.6		)
Prepaid and other current assets	(23.5		)	(10.8		)	0.2			—			(34.1		)
Accounts payable	(0.8		)	(30.5		)	(3.0		)	—			(34.3		)
Accrued expenses	(9.6		)	(3.7		)	213.3			—			200.0
Deferred revenue	5.3			—			—			—			5.3
Other assets and liabilities	(6.8		)	(12.1		)	(9.4		)	—			(28.3		)
Net cash (used in) provided by operating activities	$	(549.9	)	$	465.2		$	8.7		$	—		$	(76.0	)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(3.7		)	(184.8		)	(2.4		)	—			(190.9		)
Expenditures for deferred turnaround costs	—			(261.9		)	—			—			(261.9		)
Expenditures for other assets	—			(33.9		)	—			—			(33.9		)
Equity method investment - return of capital	—			—			0.6			—			0.6
Net cash used in investing activities	$	(3.7	)	$	(480.6	)	$	(1.8	)	$	—		$	(486.1	)
Cash flows from financing activities:
Contributions from PBF LLC	202.5			—			—			—			202.5
Distribution to members	(57.7		)	(1.7		)	—			—			(59.4		)
Repayments of PBF Rail Term Loan	—			—			(3.5		)	—			(3.5		)
Proceeds from revolver borrowings	1,250.0			—			—			—			1,250.0
Repayments of revolver borrowings	(1,250.0		)	—			—			—			(1,250.0		)
Catalyst lease settlements	—			(1.2		)	—			—			(1.2		)
Proceeds from insurance premium financing	1.7			17.2			—			—			18.9
Deferred financing cost and other	—			(0.1		)	—			—			(0.1		)
Net cash provided by (used in) financing activities	$	146.5		$	14.2		$	(3.5	)	$	—		$	157.2
Net (decrease) increase in cash and cash equivalents	(407.1		)	(1.2		)	3.4			—			(404.9		)
Cash and cash equivalents, beginning of period	526.0			9.1			26.6			—			561.7
Cash and cash equivalents, end of period	$	118.9		$	7.9		$	30.0		$	—		$	156.8

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Six Months Ended June 30, 2018
(in millions)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	399.9		$	(682.0	)	$	(9.0	)	$	691.0		$	399.9
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	8.4			155.8			3.9			—			168.1
Stock-based compensation	—			9.5			—			—			9.5
Change in fair value of catalyst leases	—			(4.1		)	—			—			(4.1		)
Deferred income taxes	—			—			(4.7		)	—			(4.7		)
Non-cash change in inventory repurchase obligations	2.5			—			—			—			2.5
Non-cash lower of cost or market inventory adjustment	(245.7		)	—			—			—			(245.7		)
Pension and other post-retirement benefit costs	3.5			20.2			—			—			23.7
Income from equity method investee	—			—			(8.4		)	—			(8.4		)
Distributions from equity method investee	—			—			8.4			—			8.4
Loss on sale of assets	—			0.7			—			—			0.7
Equity in earnings of subsidiaries	682.0			9.0			—			(691.0		)	—
Changes in operating assets and liabilities:
Accounts receivable	(89.1		)	(1.4		)	10.1			—			(80.4		)
Due to/from affiliates	(866.2		)	849.5			9.0			—			(7.7		)
Inventories	(125.7		)	—			44.9			—			(80.8		)
Prepaid and other current assets	1.6			(3.8		)	0.4			—			(1.8		)
Accounts payable	94.2			(24.9		)	(5.0		)	—			64.3
Accrued expenses	61.1			(23.5		)	(36.7		)	—			0.9
Deferred revenue	(2.4		)	(1.5		)	—			—			(3.9		)
Other assets and liabilities	8.6			(7.0		)	(11.6		)	—			(10.0		)
Net cash (used in) provided by operating activities	$	(67.3	)	$	296.5		$	1.3		$	—		$	230.5
Cash flows from investing activities:
Expenditures for property, plant and equipment	(2.6		)	(106.6		)	(1.0		)	—			(110.2		)
Expenditures for deferred turnaround costs	—			(179.2		)	—			—			(179.2		)
Expenditures for other assets	—			(12.3		)	—			—			(12.3		)
Equity method investment - return of capital	—			—			2.8			—			2.8
Net cash (used in) provided by investing activities	$	(2.6	)	$	(298.1	)	$	1.8		$	—		$	(298.9	)
Cash flows from financing activities:
Contributions from PBF LLC	22.0			—			—			—			22.0
Distributions to members	(26.5		)	—			—			—			(26.5		)
Repayments of PBF Rail Term Loan	—			—			(3.4		)	—			(3.4		)
Repayment of note payable	—			(2.4		)	—			—			(2.4		)
Catalyst lease settlements	—			(9.5		)	—			—			(9.5		)
Proceeds from insurance premium financing	1.2			16.2			—			—			17.4
Deferred financing cost and other	(12.7		)	—			—			—			(12.7		)
Net cash (used in) provided by financing activities	$	(16.0	)	$	4.3		$	(3.4	)	$	—		$	(15.1	)
Net (decrease) increase in cash and cash equivalents	(85.9		)	2.7			(0.3		)	—			(83.5		)
Cash and cash equivalents, beginning of period	486.6			13.5			26.1			—			526.2
Cash and cash equivalents, end of period	$	400.7		$	16.2		$	25.8		$	—		$	442.7