CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

6 Months Ended

Jun. 30, 2014

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 Rail Logistics Company LLC and PBF Transportation 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 condensed 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 Investment in its subsidiaries and the Guarantor Subsidiaries’ Investment in its subsidiaries are accounted for under the equity method of accounting.

. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	June 30, 2014
	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	311,982		$	1,350	$	38		$	—		$	313,370
Accounts receivable	657,790			55,436		—			—			713,226
Accounts receivable - affiliate	506			3,491		—			—			3,997
Inventories	1,074,128			637,723		—			—			1,711,851
Prepaid expense and other current assets	56,327			5,388		51			(51		)	61,715
Due from related parties	13,295,126			17,778,473		360			(31,073,959		)	—
Total current assets	15,395,859			18,481,861		449			(31,074,010		)	2,804,159
Property, plant and equipment, net	22,939			1,737,069		28,876			—			1,788,884
Investment in subsidiaries	3,209,535			—		—			(3,209,535		)	—
Deferred charges and other assets, net	25,955			255,212		2,976			—			284,143
Total assets	$	18,654,288		$	20,474,142	$	32,301		$	(34,283,545	)	$	4,877,186
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	284,129		$	55,107	$	—		$	(51	)	$	339,185
Accounts payable - affiliate	7,782			—		—			—			7,782
Accrued expenses	891,776			588,951		16,107			—			1,496,834
Current portion of long-term debt	—			13,009		—			—			13,009
Deferred revenue	6,134			—		—			—			6,134
Due to related parties	14,552,915			16,519,423		1,621			(31,073,959		)	—
Total current liabilities	15,742,736			17,176,490		17,728			(31,074,010		)	1,862,944
Delaware Economic Development Authority loan	—			12,000		—			—			12,000
Long-term debt	667,992			44,420		8,225			—			720,637
Intercompany notes payable	88,403			—		—			—			88,403
Other long-term liabilities	16,902			38,045		—			—			54,947
Total liabilities	16,516,033			17,270,955		25,953			(31,074,010		)	2,738,931
Commitments and contingencies
Equity:
Member's equity	1,231,236			836,314		7,187			(843,501		)	1,231,236
Retained earnings (accumulated deficit)	921,013			2,365,043		(839		)	(2,364,204		)	921,013
Accumulated other comprehensive (loss) income	(13,994		)	1,830		—			(1,830		)	(13,994		)
Total equity	2,138,255			3,203,187		6,348			(3,209,535		)	2,138,255
Total liabilities and equity	$	18,654,288		$	20,474,142	$	32,301		$	(34,283,545	)	$	4,877,186

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	December 31, 2013
	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	76,179		$	791	$	—	$	—		$	76,970
Accounts receivable	588,385			8,262		—		—			596,647
Inventories	818,007			627,510		—		—			1,445,517
Prepaid expense and other current assets	49,251			6,592		—		—			55,843
Due from related parties	11,807,063			16,600,151		—		(28,407,214		)	—
Total current assets	13,338,885			17,243,306		—		(28,407,214		)	2,174,977
Property, plant and equipment, net	60,746			1,720,843		—		—			1,781,589
Investment in subsidiaries	3,584,622			—		—		(3,584,622		)	—
Deferred charges and other assets, net	27,923			234,556		—		—			262,479
Total assets	$	17,012,176		$	19,198,705	$	—	$	(31,991,836	)	$	4,219,045
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	307,612		$	94,681	$	—	$	—		$	402,293
Accrued expenses	606,388			604,557		—		—			1,210,945
Current portion of long-term debt	—			12,029		—		—			12,029
Deferred revenue	7,766			—		—		—			7,766
Due to related parties	13,589,263			14,817,951		—		(28,407,214		)	—
Total current liabilities	14,511,029			15,529,218		—		(28,407,214		)	1,633,033
Delaware Economic Development Authority loan	—			12,000		—		—			12,000
Long-term debt	682,487			41,060		—		—			723,547
Intercompany notes payable	31,835			—		—		—			31,835
Other long-term liabilities	14,672			31,805		—		—			46,477
Total liabilities	15,240,023			15,614,083		—		(28,407,214		)	2,446,892
Commitments and contingencies
Equity:
Member's equity	933,164			667,173		—		(667,173		)	933,164
Retained earnings	853,527			2,915,720		—		(2,915,720		)	853,527
Accumulated other comprehensive (loss) income	(14,538		)	1,729		—		(1,729		)	(14,538		)
Total equity	1,772,153			3,584,622		—		(3,584,622		)	1,772,153
Total liabilities and equity	$	17,012,176		$	19,198,705	$	—	$	(31,991,836	)	$	4,219,045

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Six Months Ended June 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	10,046,951		$	739,071		$	460		$	(738,330	)	$	10,048,152
Costs and expenses:
Cost of sales, excluding depreciation	9,090,621			737,870			761			(738,330		)	9,090,922
Operating expenses, excluding depreciation	35			478,645			—			—			478,680
General and administrative expenses	60,320			8,399			—			—			68,719
(Gain) loss on sale of assets	(186		)	6			—			—			(180		)
Depreciation and amortization expense	6,823			60,866			42			—			67,731
	9,157,613			1,285,786			803			(738,330		)	9,705,872
Income (loss) from operations	889,338			(546,715		)	(343		)	—			342,280
Other income (expense):
Equity in earnings (loss) of subsidiaries	(551,516		)	—			—			551,516			—
Change in fair value of catalyst leases	—			(4,339		)	—			—			(4,339		)
Interest (expense) income, net	$	(51,554	)	$	377		$	(496	)	$	—		$	(51,673	)
Net income (loss)	$	286,268		$	(550,677	)	$	(839	)	$	551,516		$	286,268
Comprehensive income (loss)	$	286,812		$	(550,582	)	$	(839	)	$	551,421		$	286,812

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Six Months Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Revenues	$	6,561,777		$	6,315,781		$	—	$	(3,401,417	)	$	9,476,141
Costs and expenses:
Cost of sales, excluding depreciation	7,453,784			4,678,714			—		(3,401,417		)	8,731,081
Operating expenses, excluding depreciation	(141		)	408,740			—		—			408,599
General and administrative expenses	42,040			7,195			—		—			49,235
Depreciation and amortization expense	6,138			47,955			—		—			54,093
	7,501,821			5,142,604			—		(3,401,417		)	9,243,008
(Loss) income from operations	(940,044		)	1,173,177			—		—			233,133
Other income (expense):
Equity in earnings of subsidiaries	1,176,634			—			—		(1,176,634		)	—
Change in fair value of catalyst leases	—			5,481			—		—			5,481
Interest expense, net	(41,325		)	(2,024		)	—		—			(43,349		)
Net income (loss)	$	195,265		$	1,176,634		$	—	$	(1,176,634	)	$	195,265
Comprehensive income (loss)	$	195,475		$	1,176,634		$	—	$	(1,176,634	)	$	195,475

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Six Months Ended June 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	286,268		$	(550,677	)	$	(839	)	$	551,516		$	286,268
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization	10,084			60,881			253			—			71,218
Stock-based compensation	—			2,728			—			—			2,728
Change in fair value of catalyst lease obligations	—			4,339			—			—			4,339
Non-cash change in inventory repurchase obligations	—			(7,973		)	—			—			(7,973		)
Pension and other post retirement benefit costs	2,777			7,761			—			—			10,538
(Gain) loss on disposition of property, plant and equipment	(186		)	6			—			—			(180		)
Equity in earnings of subsidiaries	551,516			—			—			(551,516		)	—
Changes in current assets and current liabilities:
Accounts receivable	(69,405		)	(47,174		)	—			—			(116,579		)
Amounts due to/from related parties	(716,895		)	719,419			1,261			—			3,785
Inventories	(256,121		)	7,027			—			—			(249,094		)
Prepaid expenses and other current assets	(7,076		)	1,204			(51		)	51			(5,872		)
Accounts payable	(23,483		)	(39,574		)	—			(51		)	(63,108		)
Accrued expenses	285,388			(3,321		)	—			—			282,067
Deferred revenue	(1,632		)	—			—			—			(1,632		)
Other assets and liabilities	(836		)	(3,232		)	—			—			(4,068		)
Net cash provided by (used in) operating activities	60,399			151,414			624			—			212,437
Cash flows from investing activities:
Expenditures for property, plant and equipment	(6,588		)	(103,229		)	(12,811		)	—			(122,628		)
Expenditures for deferred turnaround costs	—			(39,424		)	—			—			(39,424		)
Expenditures for other assets	—			(8,202		)	—			—			(8,202		)
Investment in subsidiaries	(7,187		)	—			—			7,187			—
Proceeds from sale of assets	37,759			—			—			—			37,759
Net cash provided by (used in) investing activities	23,984			(150,855		)	(12,811		)	7,187			(132,495		)
Cash flows from financing activities:
Proceeds from members' capital contributions	328,664			—			7,187			(7,187		)	328,664
Distribution to members	(218,782		)	—			—			—			(218,782		)
Proceeds from intercompany notes payable	55,994			—			—			—			55,994
Proceeds from Rail Facility Revolver	—			—			8,225			—			8,225
Proceeds from revolver borrowings	395,000			—			—			—			395,000
Repayments of revolver borrowings	(410,000		)	—			—			—			(410,000		)
Deferred financing costs and other	544			—			(3,187		)	—			(2,643		)
Net cash provided by (used in) financing activities	151,420			—			12,225			(7,187		)	156,458
Net increase in cash and cash equivalents	235,803			559			38			—			236,400
Cash and equivalents, beginning of period	76,179			791			—			—			76,970
Cash and equivalents, end of period	$	311,982		$	1,350		$	38		$	—		$	313,370

14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Six Months Ended June 30, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	195,265		$	1,176,634		$	—	$	(1,176,634	)	$	195,265
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation and amortization	9,339			48,014			—		—			57,353
Stock-based compensation	—			1,977			—		—			1,977
Change in fair value of catalyst lease obligations	—			(5,481		)	—		—			(5,481		)
Non-cash change in inventory repurchase obligations	—			(17,377		)	—		—			(17,377		)
Pension and other post retirement benefit costs	—			8,472			—		—			8,472
Equity in earnings of subsidiaries	(1,176,634		)	—			—		1,176,634			—
Changes in current assets and current liabilities:
Accounts receivable	(9,505		)	(78,051		)	—		—			(87,556		)
Amounts due to/from related parties	832,549			(817,828		)	—		—			14,721
Inventories	(203,625		)	20,587			—		—			(183,038		)
Prepaid expenses and other current assets	(22,191		)	(10,557		)	—		—			(32,748		)
Accounts payable	(12,985		)	(119,505		)	—		—			(132,490		)
Accrued expenses	237,384			(42,073		)	—		—			195,311
Deferred revenue	—			(26,594		)	—		—			(26,594		)
Other assets and liabilities	4,114			(12,480		)	—		—			(8,366		)
Net cash (used in) provided by operating activities	(146,289		)	125,738			—		—			(20,551		)
Cash flows from investing activities:
Expenditures for property, plant and equipment	(18,240		)	(86,844		)	—		—			(105,084		)
Expenditures for refinery turnarounds costs	—			(4,551		)	—		—			(4,551		)
Expenditures for other assets	—			(3,089		)	—		—			(3,089		)
Net cash used in investing activities	(18,240		)	(94,484		)	—		—			(112,724		)
Cash flows from financing activities:
Distributions to members	(155,802		)	—			—		—			(155,802		)
Proceeds from intercompany notes payable	31,632			—			—		—			31,632
Proceeds from revolver borrowings	160,000			—			—		—			160,000
Repayments of revolver borrowings	(65,000		)	—			—		—			(65,000		)
Payment of contingent consideration related to acquisition of Toledo refinery	—			(21,357		)	—		—			(21,357		)
Deferred financing costs and other	(1,044		)	(215		)	—		—			(1,259		)
Net cash used in financing activities	(30,214		)	(21,572		)	—		—			(51,786		)
Net (decrease) increase in cash and cash equivalents	(194,743		)	9,682			—		—			(185,061		)
Cash and equivalents, beginning of period	241,926			12,365			—		—			254,291
Cash and equivalents, end of period	$	47,183		$	22,047		$	—	$	—		$	69,230