CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

9 Months Ended

Sep. 30, 2013

Condensed Financial Information of Subsidiary Disclosure [Abstract]

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

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 and 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 PBF Holding, PBF Finance, 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. 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 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.

PBF Holding has determined that a correction to the previously presented 2012 condensed consolidating financial information presented in the following statements was necessary to reflect intercompany transactions between the Issuer and the Guarantor Subsidiaries. During the nine months ended September 30, 2012, sales to third parties were made and recorded by the Issuer, but the product sold was owned and delivered by the Guarantor Subsidiaries which recorded the related cost of sales. For that nine month period, correcting entries totaling approximately $1,752.5 million have been reflected in the consolidating schedules to record the intercompany sale of product on the Guarantor Subsidiaries and to record an equal amount of cost of sales on the Issuer. All such intercompany activity was then eliminated in consolidation and, therefore, had no effect on the PBF Holding’s reported condensed consolidated financial statements. The effect of these adjustments increased net income of the Guarantor Subsidiaries by $1,752.5 million for the nine months ended September 30, 2012. On the Issuer, the increase in cost of sales was completely offset by the increase in the Issuer’s equity in the earnings of the Guarantor Subsidiaries. These adjustments also affected the respective entities’ intercompany receivable/payable accounts and the Issuer’s investment in subsidiaries account by $1,910.0 million at December 31, 2012.

. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)

	September 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	56,808		$	609		$	—	$	—		$	57,417
Accounts receivable	531,004			46,875			—		—			577,879
Inventories	851,985			620,652			—		—			1,472,637
Prepaid expense and other current assets	43,721			12,412			—		—			56,133
Due from related parties	10,852,441			15,714,459			—		(26,566,900		)	—
Total current assets	12,335,959			16,395,007			—		(26,566,900		)	2,164,066
Property, plant and equipment, net	63,428			1,672,332			—		—			1,735,760
Investment in subsidiaries	3,814,871			—			—		(3,814,871		)	—
Deferred charges and other assets, net	29,511			172,443			—		—			201,954
Total assets	$	16,243,769		$	18,239,782		$	—	$	(30,381,771	)	$	4,101,780
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	476,299		$	87,623		$	—	$	—		$	563,922
Accrued expenses	482,446			561,157			—		—			1,043,603
Deferred revenue	1,882			—			—		—			1,882
Due to related parties	12,878,170			13,688,730			—		(26,566,900		)	—
Total current liabilities	13,838,797			14,337,510			—		(26,566,900		)	1,609,407
Delaware Economic Development Authority loan	—			16,000			—		—			16,000
Long-term debt	682,242			40,323			—		—			722,565
Intercompany notes payable	31,632			—			—		—			31,632
Other long-term liabilities	5,273			31,078			—		—			36,351
Total liabilities	14,557,944			14,424,911			—		(26,566,900		)	2,415,955
Commitments and contingencies
Equity:
Member's equity	931,587			664,978			—		(664,978		)	931,587
Retained earnings (accumulated deficit)	762,848			3,151,447			—		(3,151,447		)	762,848
Accumulated other comprehensive loss	(8,610		)	(1,554		)	—		1,554			(8,610		)
Total equity	1,685,825			3,814,871			—		(3,814,871		)	1,685,825
Total liabilities and equity	$	16,243,769		$	18,239,782		$	—	$	(30,381,771	)	$	4,101,780

18. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)

	December 31, 2012
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating 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
Prepaid expense and other current assets	8,835			4,553			—		—			13,388
Due from related parties	6,770,893			10,015,340			—		(16,771,512		)	14,721
Total current assets	7,992,878			11,061,949			—		(16,771,512		)	2,283,315
Property, plant and equipment, net	28,200			1,607,387			—		—			1,635,587
Investment in subsidiaries	2,855,598			—			—		(2,855,598		)	—
Deferred charges and other assets, net	31,081			166,268			—		—			197,349
Total assets	$	10,907,757		$	12,835,604		$	—	$	(19,627,110	)	$	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	7,926,481			8,845,031			—		(16,771,512		)	—
Total current liabilities	8,487,641			9,880,389			—		(16,771,512		)	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	9,156,103			9,980,006			—		(16,771,512		)	2,364,597
Commitments and contingencies
Equity:
Member's equity	930,098			664,108			—		(664,108		)	930,098
Retained earnings	830,497			2,193,052			—		(2,193,052		)	830,497
Accumulated other comprehensive loss	(8,941		)	(1,562		)	—		1,562			(8,941		)
Total equity	1,751,654			2,855,598			—		(2,855,598		)	1,751,654
Total liabilities and equity	$	10,907,757		$	12,835,604		$	—	$	(19,627,110	)	$	4,116,251

18. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(UNAUDITED)

	Three Months Ended September 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Revenues	$	4,813,737		$	745,102		$	—	$	(699,959	)	$	4,858,880
Costs and expenses:
Cost of sales, excluding depreciation	4,624,531			739,125			—		(699,959		)	4,663,697
Operating expenses, excluding depreciation	(168		)	192,815			—		—			192,647
General and administrative expenses	19,567			3,086			—		—			22,653
(Gain) loss on sale of asset	(254		)	206			—		—			(48		)
Depreciation and amortization expense	3,317			24,118			—		—			27,435
	4,646,993			959,350			—		(699,959		)	4,906,384
Income (loss) from operations	166,744			(214,248		)	—		—			(47,504		)
Other income (expense):
Equity in earnings of subsidiaries	(218,232		)	—			—		218,232			—
Change in fair value of catalyst lease	—			(2,363		)	—		—			(2,363		)
Interest expense, net	(24,742		)	(1,621		)	—		—			(26,363		)
Net (loss) income	$	(76,230	)	$	(218,232	)	$	—	$	218,232		$	(76,230	)
Comprehensive (Loss) Income	$	(76,109	)	$	(218,232	)	$	—	$	218,232		$	(76,109	)

18. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended September 30, 2012
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Revenues	$	2,191,427		$	4,133,729		$	—	$	(929,950	)	$	5,395,206
Costs and expenses:
Cost of sales, excluding depreciation	2,428,649			3,433,946			—		(929,950		)	4,932,645
Operating expenses, excluding depreciation	—			179,035			—		—			179,035
General and administrative expenses	38,150			792			—		—			38,942
Loss on sale of asset	—			20			—		—			20
Depreciation and amortization expense	2,183			22,272			—		—			24,455
	2,468,982			3,636,065			—		(929,950		)	5,175,097
(Loss) income from operations	(277,555		)	497,664			—		—			220,109
Other income (expense):
Equity in earnings (loss) of subsidiaries	483,690			—			—		(483,690		)	—
Change in fair value of contingent consideration	—			(692		)	—		—			(692		)
Change in fair value of catalyst lease	—			(5,952		)	—		—			(5,952		)
Interest expense, net	(19,552		)	(7,349		)	—		—			(26,901		)
Net income	$	186,583		$	483,671		$	—	$	(483,690	)	$	186,564
Comprehensive Income	$	186,566		$	483,690		$	—	$	(483,690	)	$	186,566

18. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

	Nine Months Ended September 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Revenues	$	11,375,513		$	7,060,883		$	—	$	(4,101,376	)	$	14,335,020
Costs and expenses:
Cost of sales, excluding depreciation	12,078,314			5,417,839			—		(4,101,376		)	13,394,777
Operating expenses, excluding depreciation	(310		)	601,555			—		—			601,245
General and administrative expenses	61,607			10,281			—		—			71,888
(Gain) loss on sale of asset	(254		)	206			—		—			(48		)
Depreciation and amortization expense	9,457			72,073			—		—			81,530
	12,148,814			6,101,954			—		(4,101,376		)	14,149,392
(Loss) income from operations	(773,301		)	958,929			—		—			185,628
Other income (expense):
Equity in earnings (loss) of subsidiaries	958,402			—			—		(958,402		)	—
Change in fair value of catalyst lease	—			3,118			—		—			3,118
Interest expense, net	(66,067		)	(3,645		)	—		—			(69,712		)
Net income	$	119,034		$	958,402		$	—	$	(958,402	)	$	119,034
Comprehensive Income	$	119,365		$	958,402		$	—	$	(958,402	)	$	119,365

18. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

	Nine Months Ended September 30, 2012
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Revenues	$	5,036,947		$	12,767,276		$	—	$	(2,615,896	)	$	15,188,327
Costs and expenses:
Cost of sales, excluding depreciation	6,010,490			10,477,290			—		(2,615,896		)	13,871,884
Operating expenses, excluding depreciation	—			537,880			—		—			537,880
General and administrative expenses	72,706			5,336			—		—			78,042
Gain on sale of asset	—			(2,430		)	—		—			(2,430		)
Depreciation and amortization expense	5,123			62,296			—		—			67,419
	6,088,319			11,080,372			—		(2,615,896		)	14,552,795
(Loss) income from operations	(1,051,372		)	1,686,904			—		—			635,532
Other income (expense):
Equity in earnings (loss) of subsidiaries	1,654,329			—			—		(1,654,329		)	—
Change in fair value of contingent consideration	—			(2,076		)	—		—			(2,076		)
Change in fair value of catalyst lease	—			(6,929		)	—		—			(6,929		)
Interest expense, net	(63,164		)	(23,589		)	—		—			(86,753		)
Net income	$	539,793		$	1,654,310		$	—	$	(1,654,329	)	$	539,774
Comprehensive Income	$	539,793		$	1,654,329		$	—	$	(1,654,329	)	$	539,793

18. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (UNAUDITED)

	Nine Months Ended September 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income	$	119,034		$	958,402		$	—	$	(958,402	)	$	119,034
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization	14,273			72,144			—		—			86,417
Stock-based compensation	—			2,750			—		—			2,750
Change in fair value of catalyst lease obligation	—			(3,118		)	—		—			(3,118		)
Change in fair value of contingent consideration	—			—			—		—			—
Non-cash change in inventory repurchase obligations	—			(13,362		)	—		—			(13,362		)
Write-off of unamortized deferred financing fees	—			—			—		—			—
Pension and other post retirement benefit costs	3,541			9,113			—		—			12,654
Gain on disposition of property, plant and equipment	(254		)	206			—		—			(48		)
Equity in earnings of subsidiaries	(958,402		)	—			—		958,402			—
Changes in current assets and current liabilities:
Accounts receivable	(224,005		)	149,922			—		—			(74,083		)
Amounts due to/from related parties	870,141			(855,420		)	—		—			14,721
Inventories	(187,760		)	218,925			—		—			31,165
Other current assets	(34,886		)	(7,859		)	—		—			(42,745		)
Accounts payable	278,675			(74,810		)	—		—			203,865
Accrued expenses	118,507			(65,994		)	—		—			52,513
Deferred revenue	1,882			(210,543		)	—		—			(208,661		)
Other assets and liabilities	122			(18,497		)	—		—			(18,375		)
Net cash provided by operating activities	868			161,859			—		—			162,727
Cash flows from investing activities:
Expenditures for property, plant and equipment	(75,099		)	(126,807		)	—		—			(201,906		)
Expenditures for refinery turnarounds costs	—			(15,859		)	—		—			(15,859		)
Expenditures for other assets	—			(10,584		)	—		—			(10,584		)
Proceeds from sale of assets	30,826			—			—		—			30,826
Net cash used in investing activities	(44,273		)	(153,250		)	—		—			(197,523		)
Cash flows from financing activities:
Proceeds from revolver borrowings	745,000			—			—		—			745,000
Proceeds from intercompany notes payable	31,632			—			—		—			31,632
Distribution to members	(186,684		)	—			—		—			(186,684		)
Repayments of revolver borrowings	(730,000		)	—			—		—			(730,000		)
Payment of contingent consideration related to acquisition of Toledo refinery	—			(21,357		)	—		—			(21,357		)
Deferred financing costs and other	(1,661		)	992			—		—			(669		)
Net cash used in financing activities	(141,713		)	(20,365		)	—		—			(162,078		)
Net decrease in cash and cash equivalents	(185,118		)	(11,756		)	—		—			(196,874		)
Cash and equivalents, beginning of period	241,926			12,365			—		—			254,291
Cash and equivalents, end of period	$	56,808		$	609		$	—	$	—		$	57,417

18. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (UNAUDITED)

	Nine Months Ended September 30, 2012
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income	$	539,793		$	1,654,310		$	—	$	(1,654,329	)	$	539,774
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization	8,847			62,297			—		—			71,144
Stock-based compensation	—			1,707			—		—			1,707
Change in fair value of catalyst lease obligation	—			6,929			—		—			6,929
Change in fair value of contingent consideration	—			2,076			—		—			2,076
Non-cash change in inventory repurchase obligations	—			5,126			—		—			5,126
Write-off of unamortized deferred financing fees	4,391			—			—		—			4,391
Pension and other post retirement benefit costs	1,594			7,919			—		—			9,513
Gain on disposition of property, plant and equipment	—			(2,430		)	—		—			(2,430		)
Equity in earnings of subsidiaries	(1,654,329		)	—			—		1,654,329			—
Changes in current assets and current liabilities:
Accounts receivable	(410,412		)	230,423			—		—			(179,989		)
Amounts due to/from related parties	1,710,567			(1,710,567		)	—		—			—
Inventories	(540,547		)	625,726			—		—			85,179
Other current assets	(8,501		)	45,472			—		—			36,971
Accounts payable	63,779			(77,121		)	—		(25,811		)	(39,153		)
Accrued expenses	347,790			(404,194		)	—		—			(56,404		)
Deferred revenue	3,912			9,807			—		—			13,719
Other assets and liabilities	(2,723		)	(27,008		)	—		—			(29,731		)
Net cash (used in) provided by operating activities	64,161			430,472			—		(25,811		)	468,822
Cash flows from investing activities:
Expenditures for property, plant and equipment	(13,859		)	(88,145		)	—		—			(102,004		)
Expenditures for refinery turnarounds costs	—			(27,501		)	—		—			(27,501		)
Expenditures for other assets	—			(7,731		)	—		—			(7,731		)
Proceeds from sale of assets	—			3,381			—		—			3,381
Net cash used in investing activities	(13,859		)	(119,996		)	—		—			(133,855		)
Cash flows from financing activities:
Proceeds from member's capital contributions	250			—			—		—			250
Proceeds from 8.25% senior secured notes	665,806			—			—		—			665,806
Proceeds from long-term debt	430,000			—			—		—			430,000
Proceeds from catalyst lease	—			9,452			—		—			9,452
Distributions to members	(15,081		)	—			—		—			(15,081		)
Repayments of long-term debt	(823,749		)	(360,848		)	—		—			(1,184,597		)
Payment of contingent consideration related to acquisition of Toledo refinery	(103,642		)	—			—		—			(103,642		)
Deferred financing costs and other	(17,273		)	—			—		—			(17,273		)
Net cash provided by (used in) financing activities	136,311			(351,396		)	—		—			(215,085		)
Net increase (decrease) in cash and cash equivalents	186,613			(40,920		)	—		(25,811		)	119,882
Cash and equivalents, beginning of period	3,124			47,042			—		—			50,166
Cash and equivalents, end of period	$	189,737		$	6,122		$	—	$	(25,811	)	$	170,048