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, 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, during the period owned, the Company’s 50% equity investment in Torrance Valley Pipeline Company, held by TVP Holding was included in the Company’s Non-Guarantor financial position and results of operations and cash flows as TVP Holding was 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 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 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 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 |