CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

3 Months Ended

Mar. 31, 2013

Condensed Financial Information of Subsidiary Disclosure [Abstract]

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

PBF Services Company, Delaware City Refining Company LLC, Delaware Pipeline Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Paulsboro Natural Gas Pipeline Company LLC, Toledo Refining Company LLC and PBF Investments LLC are 100% owned subsidiaries of PBF Holding which serve as guarantors of the obligations under the senior secured 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 indenture dated February 9, 2012, among the Company, the guarantors party thereto and Wilmington Trust, National Association, governs subsidiaries designated as “Guarantor Subsidiaries.” PBF Logistics LP, PBF Rail Logistics Company LLC and Delaware City Terminaling Company LLC are consolidated subsidiaries of the Company that are not guarantors of the senior secured notes.

The senior secured notes were co-issued by PBF Finance Corporation. For purposes of the following footnote, PBF Finance Corporation is referred to as “Co-Issuer.” The notes are fully and unconditionally guaranteed jointly and severally by the Co-Issuer. The Co-Issuer has no independent assets or operations.

The following supplemental combining and consolidating financial information reflects the Issuer’s separate accounts, the combined accounts of the 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 Investments in its subsidiaries and the Guarantor Subsidiaries’ investments in its subsidiaries are accounted for under the equity method of accounting.

6. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

	March 31, 2013
	Issuer			Guarantors Subsidiaries			Non-Guarantors Subsidiaries		Combining and Consolidated Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	302,901		$	101,187		$	—	$	—		$	404,088
Accounts receivable	350,506			312,340			—		—			662,846
Inventories	717,071			733,447			—		—			1,450,518
Other current assets	23,637			4,953			—		—			28,590
Due from related parties	8,370,946			10,480,686			—		(18,851,632		)	—
Total current assets	9,765,061			11,632,613			—		(18,851,632		)	2,546,042
Property, plant and equipment, net	32,114			1,626,177			—		—			1,658,291
Investment in subsidiaries	1,427,015			—			—		(1,427,015		)	—
Deferred charges and other assets, net	30,624			160,981			—		—			191,605
Total assets	$	11,254,814		$	13,419,771		$	—	$	(20,278,647	)	$	4,395,938
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	237,276		$	238,944		$	—	$	—		$	476,220
Accrued expenses	523,317			615,135			—		—			1,138,452
Deferred revenue	—			212,347			—		—			212,347
Due to related parties	8,027,994			10,836,155			—		(18,851,639		)	12,510
Total current liabilities	8,788,587			11,902,581			—		(18,851,639		)	1,839,529
Delaware Economic Development Authority loan	—			16,000			—		—			16,000
Long-term debt	666,768			44,780			—		—			711,548
Other long-term liabilities	3,208			29,395			—		—			32,603
Total liabilities	9,458,563			11,992,756			—		(18,851,639		)	2,599,680
Commitments and contingencies
EQUITY
Member's equity	930,631			664,640			—		(664,640		)	930,631
Retained earnings (accumulated deficit)	874,669			763,937			—		(763,930		)	874,676
Accumulated other comprehensive loss	(9,049		)	(1,562		)	—		1,562			(9,049		)
Total equity	1,796,251			1,427,015			—		(1,427,008		)	1,796,258
Total liabilities and equity	$	11,254,814		$	13,419,771		$	—	$	(20,278,647	)	$	4,395,938

16. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

	December 31, 2012
	Issuer			Guarantors Subsidiaries			Non-Guarantors Subsidiaries		Combining and Consolidated Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	241,926		$	12,365		$	—	$	—		$	254,291
Accounts receivable	306,999			196,797			—		—			503,796
Inventories	664,225			832,894			—		—			1,497,119
Other current assets	8,835			4,553			—		—			13,388
Due from related parties	6,770,893			8,105,364			—		(14,861,536		)	14,721
Total current assets	7,992,878			9,151,973			—		(14,861,536		)	2,283,315
Property, plant and equipment, net	28,200			1,607,387			—		—			1,635,587
Investment in subsidiaries	945,622			—			—		(945,622		)	—
Deferred charges and other assets, net	31,081			166,268			—		—			197,349
Total assets	$	8,997,781		$	10,925,628		$	—	$	(15,807,158	)	$	4,116,251
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	197,624		$	162,433		$	—	$	—		$	360,057
Accrued expenses	363,536			662,382			—		—			1,025,918
Deferred revenue	—			210,543			—		—			210,543
Due to related parties	6,016,505			8,845,031			—		(14,861,536		)	—
Total current liabilities	6,577,665			9,880,389			—		(14,861,536		)	1,596,518
Delaware Economic Development Authority loan	—			20,000			—		—			20,000
Long-term debt	666,538			43,442			—		—			709,980
Other long-term liabilities	1,924			36,175			—		—			38,099
Total liabilities	7,246,127			9,980,006			—		(14,861,536		)	2,364,597
Commitments and contingencies
EQUITY
Member's equity	930,098			664,108			—		(664,108		)	930,098
Retained earnings (accumulated deficit)	830,497			283,076			—		(283,076		)	830,497
Accumulated other comprehensive loss	(8,941		)	(1,562		)	—		1,562			(8,941		)
Total equity	1,751,654			945,622			—		(945,622		)	1,751,654
Total liabilities and equity	$	8,997,781		$	10,925,628		$	—	$	(15,807,158	)	$	4,116,251

16. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

	Three Months Ended March 31, 2013
	Issuer			Guarantors Subsidiaries			Non-Guarantors Subsidiaries		Combining and Consolidated Adjustments			Total
Revenues	$	3,053,792		$	3,513,490		$	—	$	(1,769,435	)	$	4,797,847
Costs and expenses
Cost of sales, excluding depreciation	3,407,534			2,797,002			—		(1,769,435		)	4,435,101
Operating expenses, excluding depreciation	—			206,015			—		—			206,015
General and administrative expenses	26,445			3,649			—		—			30,094
Depreciation and amortization expense	2,823			23,709			—		—			26,532
	3,436,802			3,030,375			—		(1,769,435		)	4,697,742
Income (loss) from operations	(383,010		)	483,115			—		—			100,105
Other income (expenses)
Equity in earnings (loss) of subsidiaries	480,866			—			—		(480,866		)	—
Change in fair value of catalyst lease	—			(1,339		)	—		—			(1,339		)
Interest expense, net	(20,701		)	(910		)	—		—			(21,611		)
Net income (loss)	$	77,155		$	480,866		$	—	$	(480,866	)	$	77,155
Consolidated statements of comprehensive income (loss)
Net income (loss)	$	77,155		$	480,866		$	—	$	(480,866	)	$	77,155
Other comprehensive income:							—
Amortization of defined benefit plans unrecognized net loss:	(108		)	—			—		—			(108		)
Total other comprehensive loss:	(108		)	—			—		—			(108		)
Comprehensive income (loss)	$	77,047		$	480,866		$	—	$	(480,866	)	$	77,047

16. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

	Three Months Ended March 31, 2012
	Issuer			Guarantors Subsidiaries			Non-Guarantors Subsidiaries		Combining and Consolidated Adjustments			Total
Revenues	$	720,619		$	4,343,123		$	—	$	(347,636	)	$	4,716,106
Costs and expenses
Cost of sales, excluding depreciation	806,861			4,200,968			—		(347,636		)	4,660,193
Operating expenses, excluding depreciation	—			188,143			—		—			188,143
General and administrative expenses	11,956			1,858			—		—			13,814
Gain on sale of asset	—			(2,503		)	—		—			(2,503		)
Depreciation and amortization expense	1,550			18,992			—		—			20,542
	820,367			4,407,458			—		(347,636		)	4,880,189
Income (loss) from operations	(99,748		)	(64,335		)	—		—			(164,083		)
Other income (expenses)
Equity in earnings (loss) of subsidiaries	(81,506		)	—			—		81,506			—
Change in fair value of catalyst lease	—			(6,348		)	—					(6,348		)
Change in fair value of contingent consideration	—			(692		)	—					(692		)
Interest expense, net	(21,277		)	(10,131		)	—					(31,408		)
Net income (loss)	$	(202,531	)	$	(81,506	)	$	—	$	81,506		$	(202,531	)
Consolidated statements of comprehensive income (loss)
Net income (loss)	$	(202,531	)	$	(81,506	)	$	—	$	81,506		$	(202,531	)
Other comprehensive income:
Unrealized gain on available for sale securities	(3		)	(3		)	—		3			(3		)
Amortization of defined benefit plans unrecognized net gain:	17			—			—		—			17
Total other comprehensive income:	14			(3		)	—		3			14
Comprehensive income (loss)	$	(202,517	)	$	(81,509	)	$	—	$	81,509		$	(202,517	)

16. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

	Three Months Ended March 31, 2013
	Issuer			Guarantors Subsidiaries			Non-Guarantors Subsidiaries		Combining and Consolidated Adjustments			Total
Cash flows from operating activities
Net income (loss)	$	77,155		$	480,866		$	—	$	(480,866	)	$	77,155
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation and amortization	4,391			23,751			—		—			28,142
Stock based compensation	—			1,020			—		—			1,020
Change in fair value of catalyst lease obligation	—			1,339			—		—			1,339
Non-cash change in inventory repurchase obligations	—			(8,153		)	—		—			(8,153		)
Pension and other post retirement benefit costs	—			4,182			—		—			4,182
Equity in earnings of subsidiaries	(480,866		)	—			—		480,866			—
Changes in operating assets and liabilities:
Accounts receivable	(43,507		)	(115,543		)	—		—			(159,050		)
Inventories	(52,846		)	74,906			—		—			22,060
Other current assets	(14,802		)	(400		)	—		—			(15,202		)
Accounts payable	39,652			76,511			—		—			116,163
Accrued expenses	159,378			(4,309		)	—		—			155,069
Deferred revenue	—			1,804			—		—			1,804
Amounts due to/from related parties	411,435			(384,204		)	—		—			27,231
Other assets and liabilities	1,430			(10,531		)	—		—			(9,101		)
Net cash from operating activities	101,420			141,239			—		—			242,659
Cash flows from investing activities
Expenditures for property, plant and equipment	(6,736		)	(49,416		)	—		—			(56,152		)
Expenditures for refinery turnarounds costs	—			(2,166		)	—		—			(2,166		)
Expenditures for other assets	—			(835		)	—		—			(835		)
Net cash used in investing activities	(6,736		)	(52,417		)	—		—			(59,153		)
Cash flows from financing activities
Distribution to members	(32,976		)	—			—		—			(32,976		)
Deferred financing costs and other	(733		)	—			—		—			(733		)
Net cash used in financing activities	(33,709		)	—			—		—			(33,709		)
Net increase in cash and cash equivalents	60,975			88,822			—		—			149,797
Cash and equivalents, beginning of period	241,926			12,365			—		—			254,291
Cash and equivalents, end of period	$	302,901		$	101,187		$	—	$	—		$	404,088

16. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

	Three Months Ended March 31, 2012
	Issuer			Guarantors Subsidiaries			Non-Guarantors Subsidiaries		Combining and Consolidated Adjustments			Total
Cash flows from operating activities
Net income (loss)	$	(202,531	)	$	(81,506	)	$	—	$	81,506		$	(202,531	)
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation and amortization	2,760			18,992			—		—			21,752
Stock based compensation	—			507			—		—			507
Change in fair value of catalyst lease obligation	—			6,348			—		—			6,348
Change in fair value of contingent consideration	—			692			—		—			692
Non-cash change in inventory repurchase obligations	—			(19,690		)	—		—			(19,690		)
Write off of unamortized deferred financing fees	4,391			—			—		—			4,391
Gain on sale of assets	—			(2,503		)	—		—			(2,503		)
Pension and other post retirement benefit costs	—			2,443			—		—			2,443
Equity in earnings of subsidiaries	81,506			—			—		(81,506		)	—
Changes in operating assets and liabilities:
Accounts receivable	(470,445		)	289,457			—		—			(180,988		)
Inventories	(512,253		)	566,397			—		—			54,144
Other current assets	(15,709		)	46,611			—		—			30,902
Accounts payable	12,065			50,821			—		—			62,886
Accrued expenses	21,876			(137,556		)	—		—			(115,680		)
Deferred revenue	—			76,043			—		—			76,043
Amounts due to/from related parties	489,773			(489,773		)	—		—			—
Other assets and liabilities	(1,682		)	(5,735		)	—		—			(7,417		)
Net cash used in operating activities	(590,249		)	321,548			—		—			(268,701		)
Cash flows from investing activities
Expenditures for property, plant and equipment	(5,685		)	(17,711		)	—		—			(23,396		)
Expenditures for refinery turnarounds costs	—			(14,041		)	—		—			(14,041		)
Expenditures for other assets	—			(4,890		)	—		—			(4,890		)
Proceeds from sale of assets	—			3,211			—		—			3,211
Net cash used in investing activities	(5,685		)	(33,431		)	—		—			(39,116		)
Cash flows from financing activities
Proceeds from senior secured notes	665,806			—			—		—			665,806
Proceeds from long-term debt	255,000			—			—		—			255,000
Proceeds from catalyst lease	—			9,452			—		—			9,452
Proceeds from member contributions	250			—			—		—			250
Repayments of long-term debt	(308,750		)	(342,294		)	—		—			(651,044		)
Deferred financing costs and other	(15,558		)	—			—		—			(15,558		)
Net cash (used in) provided by financing activities	596,748			(332,842		)	—		—			263,906
Net (decrease) increase in cash and cash equivalents	814			(44,725		)	—		—			(43,911		)
Cash and equivalents, beginning of period	3,124			47,042			—		—			50,166
Cash and equivalents, end of period	$	3,938		$	2,317		$	—	$	—		$	6,255