CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS (Tables)

9 Months Ended

Sep. 30, 2019

Condensed Financial Information of Subsidiary Disclosure [Abstract]

Condensed Consolidating Balance Sheet

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEETS

	September 30, 2019
(in millions)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	438.6		$	7.3		$	21.4	$	—		$	467.3
Accounts receivable	841.5			5.8			26.3		—			873.6
Accounts receivable - affiliate	0.8			6.5			0.9		—			8.2
Inventories	1,900.1			—			230.3		—			2,130.4
Prepaid and other current assets	16.3			34.0			1.2		—			51.5
Due from related parties	37,934.7			26,446.0			11,704.2		(76,084.9		)	—
Total current assets	41,132.0			26,499.6			11,984.3		(76,084.9		)	3,531.0
Property, plant and equipment, net	16.0			2,866.5			236.9		—			3,119.4
Investment in subsidiaries	—			231.6			—		(231.6		)	—
Operating lease right of use assets - third party	171.6			159.4			—		—			331.0
Operating lease right of use assets - affiliate	601.7			64.5			—		—			666.2
Deferred charges and other assets, net	16.4			965.4			—		—			981.8
Total assets	$	41,937.7		$	30,787.0		$	12,221.2	$	(76,316.5	)	$	8,629.4
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	363.2		$	129.9		$	21.5	$	—		$	514.6
Accounts payable - affiliate	64.6			1.5			0.3		—			66.4
Accrued expenses	1,247.5			124.6			270.5		—			1,642.6
Current operating lease liabilities - third party	69.0			9.1			—		—			78.1
Current operating lease liabilities - affiliate	72.9			2.8			—		—			75.7
Deferred revenue	8.5			1.6			—		—			10.1
Due to related parties	31,193.2			33,229.7			11,662.0		(76,084.9		)	—
Total current liabilities	33,018.9			33,499.2			11,954.3		(76,084.9		)	2,387.5
Long-term debt	1,199.3			47.2			16.2		—			1,262.7
Deferred tax liabilities	—			—			32.9		—			32.9
Long-term operating lease liabilities - third party	101.6			150.3			—		—			251.9
Long-term operating lease liabilities - affiliate	528.8			61.6			—		—			590.4
Other long-term liabilities	51.0			199.9			3.1		—			254.0
Investment in subsidiaries	3,188.1			—			—		(3,188.1		)	—
Total liabilities	38,087.7			33,958.2			12,006.5		(79,273.0		)	4,779.4
Commitments and contingencies
Equity:
PBF Holding Company LLC equity
Member’s equity	2,732.2			1,588.5			146.3		(1,734.8		)	2,732.2
Retained earnings / (accumulated deficit)	1,129.6			(4,763.2		)	68.4		4,694.8			1,129.6
Accumulated other comprehensive loss	(22.8		)	(7.5		)	—		7.5			(22.8		)
Total PBF Holding Company LLC equity	3,839.0			(3,182.2		)	214.7		2,967.5			3,839.0
Noncontrolling interest	11.0			11.0			—		(11.0		)	11.0
Total equity	3,850.0			(3,171.2		)	214.7		2,956.5			3,850.0
Total liabilities and equity	$	41,937.7		$	30,787.0		$	12,221.2	$	(76,316.5	)	$	8,629.4

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 / (accumulated deficit)	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 September 30, 2019
(in millions)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	6,363.3		$	249.5		$	775.6		$	(966.3	)	$	6,422.1
Cost and expenses:
Cost of products and other	5,866.3			105.7			768.8			(966.3		)	5,774.5
Operating expenses (excluding depreciation and amortization expense as reflected below)	—			404.0			7.8			—			411.8
Depreciation and amortization expense	—			96.7			2.0			—			98.7
Cost of sales	5,866.3			606.4			778.6			(966.3		)	6,285.0
General and administrative expenses (excluding depreciation and amortization expense as reflected below)	50.4			8.4			1.0			—			59.8
Depreciation and amortization expense	2.1			—			—			—			2.1
Gain on sale of assets	—			(32.6		)	—			—			(32.6		)
Total cost and expenses	5,918.8			582.2			779.6			(966.3		)	6,314.3
Income (loss) from operations	444.5			(332.7		)	(4.0		)	—			107.8
Other income (expense):
Equity in loss of subsidiaries	(339.4		)	(2.1		)	—			341.5			—
Change in fair value of catalyst leases	—			(3.8		)	—			—			(3.8		)
Interest expense, net	(25.4		)	(0.9		)	(0.1		)	—			(26.4		)
Other non-service components of net periodic benefit cost	(0.2		)	0.1			—			—			(0.1		)
Income (loss) before income taxes	79.5			(339.4		)	(4.1		)	341.5			77.5
Income tax benefit	—			—			(2.0		)	—			(2.0		)
Net income (loss)	79.5			(339.4		)	(2.1		)	341.5			79.5
Less: net income attributable to noncontrolling interests	—			—			—			—			—
Net income (loss) attributable to PBF Holding Company LLC	$	79.5		$	(339.4	)	$	(2.1	)	$	341.5		$	79.5
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	79.9		$	(339.4	)	$	(2.1	)	$	341.5		$	79.9

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	Three Months Ended September 30, 2018
(in millions)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	7,565.9		$	460.8		$	852.4		$	(1,236.7	)	$	7,642.4
Cost and expenses:
Cost of products and other	6,986.2			279.4			847.7			(1,236.7		)	6,876.6
Operating expenses (excluding depreciation and amortization expense as reflected below)	0.2			401.0			8.5			—			409.7
Depreciation and amortization expense	—			81.5			1.9			—			83.4
Cost of sales	6,986.4			761.9			858.1			(1,236.7		)	7,369.7
General and administrative expenses (excluding depreciation and amortization expense as reflected below)	59.3			6.0			(0.5		)	—			64.8
Depreciation and amortization expense	2.6			—			—			—			2.6
Equity income in investee	—			—			(4.7		)	—			(4.7		)
Gain on sale of assets	—			(43.8		)	—			—			(43.8		)
Total cost and expenses	7,048.3			724.1			852.9			(1,236.7		)	7,388.6
Income (loss) from operations	517.6			(263.3		)	(0.5		)	—			253.8
Other income (expense):
Equity in loss of subsidiaries	(261.6		)	—			—			261.6			—
Change in fair value of catalyst leases	—			1.7			—			—			1.7
Interest expense, net	(31.2		)	(0.4		)	(0.3		)	—			(31.9		)
Other non-service components of net periodic benefit cost	(0.1		)	0.4			—			—			0.3
Income (loss) before income taxes	224.7			(261.6		)	(0.8		)	261.6			223.9
Income tax benefit	—			—			(0.8		)	—			(0.8		)
Net income (loss)	224.7			(261.6		)	—			261.6			224.7
Net income (loss) attributable to PBF Holding Company LLC	$	224.7		$	(261.6	)	$	—		$	261.6		$	224.7
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	224.9		$	(261.6	)	$	—		$	261.6		$	224.9

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	Nine Months Ended September 30, 2019
(in millions)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	18,073.2		$	1,450.6		$	2,354.0		$	(3,695.1	)	$	18,182.7
Cost and expenses:
Cost of products and other	16,417.8			1,000.6			2,352.8			(3,695.1		)	16,076.1
Operating expenses (excluding depreciation and amortization expense as reflected below)	—			1,251.7			23.2			—			1,274.9
Depreciation and amortization expense	—			282.5			5.8			—			288.3
Cost of sales	16,417.8			2,534.8			2,381.8			(3,695.1		)	17,639.3
General and administrative expenses (excluding depreciation and amortization expense as reflected below)	131.3			26.9			(0.6		)	—			157.6
Depreciation and amortization expense	7.8			—			—			—			7.8
Equity income in investee	—			—			(7.9		)	—			(7.9		)
Gain on sale of assets	—			(31.8		)	—			—			(31.8		)
Total cost and expenses	16,556.9			2,529.9			2,373.3			(3,695.1		)	17,765.0
Income (loss) from operations	1,516.3			(1,079.3		)	(19.3		)	—			417.7
Other income (expense):
Equity in loss of subsidiaries	(1,099.3		)	(12.5		)	—			1,111.8			—
Change in fair value of catalyst leases	—			(6.4		)	—			—			(6.4		)
Interest expense, net	(81.3		)	(1.5		)	(0.6		)	—			(83.4		)
Other non-service components of net periodic benefit cost	(0.6		)	0.4			—			—			(0.2		)
Income (loss) before income taxes	335.1			(1,099.3		)	(19.9		)	1,111.8			327.7
Income tax benefit	—			—			(7.4		)	—			(7.4		)
Net income (loss)	335.1			(1,099.3		)	(12.5		)	1,111.8			335.1
Less: net income attributable to noncontrolling interests	0.1			0.1			—			(0.1		)	0.1
Net income (loss) attributable to PBF Holding Company LLC	$	335.0		$	(1,099.4	)	$	(12.5	)	$	1,111.9		$	335.0
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	336.1		$	(1,099.4	)	$	(12.5	)	$	1,111.9		$	336.1

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	Nine Months Ended September 30, 2018
(in millions)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	20,679.8		$	1,514.6		$	2,441.6		$	(3,753.5	)	$	20,882.5
Cost and expenses:
Cost of products and other	18,853.0			1,040.8			2,438.1			(3,753.5		)	18,578.4
Operating expenses (excluding depreciation and amortization expense as reflected below)	0.2			1,200.7			22.9			—			1,223.8
Depreciation and amortization expense	—			237.3			5.7			—			243.0
Cost of sales	18,853.2			2,478.8			2,466.7			(3,753.5		)	20,045.2
General and administrative expenses (excluding depreciation and amortization expense as reflected below)	154.1			19.1			1.7			—			174.9
Depreciation and amortization expense	7.9			—			—			—			7.9
Equity income in investee	—			—			(13.1		)	—			(13.1		)
Gain on sale of assets	—			(43.1		)	—			—			(43.1		)
Total cost and expenses	19,015.2			2,454.8			2,455.3			(3,753.5		)	20,171.8
Income (loss) from operations	1,664.6			(940.2		)	(13.7		)	—			710.7
Other income (expense):
Equity in loss of subsidiaries	(943.6		)	(9.0		)	—			952.6			—
Change in fair value of catalyst leases	—			5.8			—			—			5.8
Interest expense, net	(96.1		)	(1.3		)	(0.8		)	—			(98.2		)
Other non-service components of net periodic benefit cost	(0.3		)	1.1			—			—			0.8
Income (loss) before income taxes	624.6			(943.6		)	(14.5		)	952.6			619.1
Income tax benefit	—			—			(5.5		)	—			(5.5		)
Net income (loss)	624.6			(943.6		)	(9.0		)	952.6			624.6
Net income (loss) attributable to PBF Holding Company LLC	$	624.6		$	(943.6	)	$	(9.0	)	$	952.6		$	624.6
Comprehensive income (loss) attributable to PBF Holding Company LLC	$	625.1		$	(943.6	)	$	(9.0	)	$	952.6		$	625.1

Condensed Consolidating Statement of Cash Flow

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30, 2019
(in millions)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	335.1		$	(1,099.3	)	$	(12.5	)	$	1,111.8		$	335.1
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	12.4			282.8			5.9			—			301.1
Stock-based compensation	0.9			21.9			—			—			22.8
Change in fair value of catalyst leases	—			6.4			—			—			6.4
Deferred income taxes	—			—			(7.5		)	—			(7.5		)
Non-cash change in inventory repurchase obligations	11.4			—			—			—			11.4
Non-cash lower of cost or market inventory adjustment	(277.0		)	—			—			—			(277.0		)
Pension and other post-retirement benefit costs	6.6			27.0			—			—			33.6
Income from equity method investee	—			—			(7.9		)	—			(7.9		)
Distributions from equity method investee	—			—			7.9			—			7.9
Gain on sale of assets	—			(31.8		)	—			—			(31.8		)
Equity in earnings of subsidiaries	1,099.3			12.5			—			(1,111.8		)	—
Changes in operating assets and liabilities:
Accounts receivable	(151.4		)	1.5			(13.0		)	—			(162.9		)
Due to/from affiliates	(1,249.2		)	1,397.3			(118.9		)	—			29.2
Inventories	62.1			—			(51.5		)	—			10.6
Prepaid and other current assets	4.3			(4.0		)	0.6			—			0.9
Accounts payable	85.0			(35.8		)	5.7			—			54.9
Accrued expenses	(135.2		)	(1.8		)	211.6			—			74.6
Deferred revenue	(7.1		)	0.1			—			—			(7.0		)
Other assets and liabilities	(11.7		)	(29.1		)	(9.4		)	—			(50.2		)
Net cash (used in) provided by operating activities	$	(214.5	)	$	547.7		$	11.0		$	—		$	344.2
Cash flows from investing activities:
Expenditures for property, plant and equipment	(6.3		)	(267.9		)	(11.6		)	—			(285.8		)
Expenditures for deferred turnaround costs	—			(282.6		)	—			—			(282.6		)
Expenditures for other assets	—			(38.2		)	—			—			(38.2		)
Proceeds from sale of assets	—			36.3			—			—			36.3
Equity method investment - return of capital	—			—			0.6			—			0.6
Due to/from affiliates	(1.8		)	—			—			1.8			—
Net cash used in investing activities	$	(8.1	)	$	(552.4	)	$	(11.0	)	$	1.8		$	(569.7	)
Cash flows from financing activities:
Contributions from PBF LLC	228.5			—			—			—			228.5
Distribution to members	(93.9		)	(1.8		)	—			—			(95.7		)
Repayments of PBF Rail Term Loan	—			—			(5.2		)	—			(5.2		)
Proceeds from revolver borrowings	1,350.0			—			—			—			1,350.0
Repayments of revolver borrowings	(1,350.0		)	—			—			—			(1,350.0		)
Catalyst lease settlements	—			(3.5		)	—			—			(3.5		)
Due to/from affiliates	—			1.8			—			(1.8		)	—
Proceeds from insurance premium financing	0.6			6.9			—			—			7.5
Deferred financing costs and other	—			(0.5		)	—			—			(0.5		)
Net cash provided by (used in) financing activities	$	135.2		$	2.9		$	(5.2	)	$	(1.8	)	$	131.1
Net decrease in cash and cash equivalents	(87.4		)	(1.8		)	(5.2		)	—			(94.4		)
Cash and cash equivalents, beginning of period	526.0			9.1			26.6			—			561.7
Cash and cash equivalents, end of period	$	438.6		$	7.3		$	21.4		$	—		$	467.3

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30, 2018
(in millions)	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	624.6		$	(943.6	)	$	(9.0	)	$	952.6		$	624.6
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	12.5			237.3			5.8			—			255.6
Stock-based compensation	—			14.1			—			—			14.1
Change in fair value of catalyst leases	—			(5.8		)	—			—			(5.8		)
Deferred income taxes	—			—			(5.5		)	—			(5.5		)
Non-cash change in inventory repurchase obligations	10.7			—			—			—			10.7
Non-cash lower of cost or market inventory adjustment	(300.5		)	—			—			—			(300.5		)
Pension and other post-retirement benefit costs	5.6			29.9			—			—			35.5
Income from equity method investee	—			—			(13.1		)	—			(13.1		)
Distributions from equity method investee	—			—			13.1			—			13.1
Gain on sale of assets	—			(43.1		)	—			—			(43.1		)
Equity in earnings of subsidiaries	943.6			9.0			—			(952.6		)	—
Changes in operating assets and liabilities:
Accounts receivable	(120.7		)	(4.0		)	11.1			—			(113.6		)
Due to/from affiliates	(1,103.1		)	1,112.1			(25.7		)	—			(16.7		)
Inventories	(83.7		)	—			36.8			—			(46.9		)
Prepaid and other current assets	(4.8		)	(4.7		)	0.9			—			(8.6		)
Accounts payable	(69.5		)	(34.2		)	(2.4		)	—			(106.1		)
Accrued expenses	300.5			(6.0		)	8.1			—			302.6
Deferred revenue	4.4			0.1			—			—			4.5
Other assets and liabilities	32.3			(21.8		)	(16.9		)	—			(6.4		)
Net cash provided by operating activities	$	251.9		$	339.3		$	3.2		$	—		$	594.4
Cash flows from investing activities:
Expenditures for property, plant and equipment	(4.7		)	(159.7		)	(1.3		)	—			(165.7		)
Expenditures for deferred turnaround costs	—			(201.0		)	—			—			(201.0		)
Expenditures for other assets	—			(16.9		)	—			—			(16.9		)
Proceeds from sale of assets	—			48.3			—			—			48.3
Equity method investment - return of capital	—			—			3.1			—			3.1
Due to/from affiliates	(1.1		)	—			—			1.1			—
Net cash (used in) provided by investing activities	$	(5.8	)	$	(329.3	)	$	1.8		$	1.1		$	(332.2	)
Cash flows from financing activities:
Contributions from PBF LLC	287.0			—			—			—			287.0
Distributions to members	(36.1		)	—			—			—			(36.1		)
Repayments of PBF Rail Term Loan	—			—			(5.1		)	—			(5.1		)
Repayment of note payable	—			(5.6		)	—			—			(5.6		)
Catalyst lease settlements	—			(9.5		)	—			—			(9.5		)
Due to/from affiliates	—			1.1			—			(1.1		)	—
Proceeds from insurance premium financing	0.5			6.5			—			—			7.0
Deferred financing costs and other	(12.7		)	—			—			—			(12.7		)
Net cash provided by (used in) financing activities	$	238.7		$	(7.5	)	$	(5.1	)	$	(1.1	)	$	225.0
Net increase (decrease) in cash and cash equivalents	484.8			2.5			(0.1		)	—			487.2
Cash and cash equivalents, beginning of period	486.6			13.5			26.1			—			526.2
Cash and cash equivalents, end of period	$	971.4		$	16.0		$	26.0		$	—		$	1,013.4