CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

9 Months Ended

Sep. 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, PBF Transportation Company LLC and PBF Energy Limited 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)

	September 30, 2014
	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	357,793		$	—	$	4,972	$	(2,418	)	$	360,347
Accounts receivable	657,490			9,038		31,871		—			698,399
Accounts receivable - affiliate	381			898		—		—			1,279
Inventories	1,140,238			566,600		80,627		—			1,787,465
Prepaid expense and other current assets	23,668			6,563		—		—			30,231
Due from related parties	14,336,236			18,349,820		383,844		(33,069,900		)	—
Total current assets	16,515,806			18,932,919		501,314		(33,072,318		)	2,877,721
Property, plant and equipment, net	72,517			1,698,909		55,442		—			1,826,868
Investment in subsidiaries	2,932,907			—		—		(2,932,907		)	—
Deferred charges and other assets, net	36,584			245,017		2,795		—			284,396
Total assets	$	19,557,814		$	20,876,845	$	559,551	$	(36,005,225	)	$	4,988,985
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	281,814		$	73,776	$	24,171	$	(2,418	)	$	377,343
Accounts payable - affiliate	5,246			31		—		—			5,277
Accrued expenses	739,458			514,377		137,955		—			1,391,790
Current portion of long-term debt	—			—		—		—			—
Deferred revenue	1,749			—		—		—			1,749
Due to related parties	15,426,541			17,312,136		331,223		(33,069,900		)	—
Total current liabilities	16,454,808			17,900,320		493,349		(33,072,318		)	1,776,159
Delaware Economic Development Authority loan	—			8,000		—		—			8,000
Long-term debt	668,253			39,325		35,925		—			743,503
Intercompany notes payable	123,732			—		—		—			123,732
Other long-term liabilities	17,470			26,570		—		—			44,040
Total liabilities	17,264,263			17,974,215		529,274		(33,072,318		)	2,695,434
Commitments and contingencies
Equity:
Member's equity	1,198,843			804,003		22,990		(826,993		)	1,198,843
Retained earnings (accumulated deficit)	1,108,630			2,097,011		7,287		(2,104,298		)	1,108,630
Accumulated other comprehensive (loss) income	(13,922		)	1,616		—		(1,616		)	(13,922		)
Total equity	2,293,551			2,902,630		30,277		(2,932,907		)	2,293,551
Total liabilities and equity	$	19,557,814		$	20,876,845	$	559,551	$	(36,005,225	)	$	4,988,985

15. 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

15. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Nine Months Ended September 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	15,305,698		$	1,201,888		$	386,046		$	(1,585,477	)	$	15,308,155
Costs and expenses:
Cost of sales, excluding depreciation	13,785,158			1,199,614			377,279			(1,585,477		)	13,776,574
Operating expenses, excluding depreciation	160			679,361			17			—			679,538
General and administrative expenses	90,821			12,701			(17		)	—			103,505
(Gain) loss on sale of assets	(186		)	24			—			—			(162		)
Depreciation and amortization expense	10,122			125,031			264			—			135,417
	13,886,075			2,016,731			377,543			(1,585,477		)	14,694,872
Income (loss) from operations	1,419,623			(814,843		)	8,503			—			613,283
Other income (expense):
Equity in earnings (loss) of subsidiaries	(811,424		)	—			—			811,424			—
Change in fair value of catalyst leases	—			1,204			—			—			1,204
Interest (expense) income, net	$	(69,416	)	$	(5,072	)	$	(1,216	)	$	—		$	(75,704	)
Net income (loss)	$	538,783		$	(818,711	)	$	7,287		$	811,424		$	538,783
Comprehensive income (loss)	$	539,399		$	(818,711	)	$	7,287		$	811,424		$	539,399

15. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(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 of subsidiaries	958,402			—			—		(958,402		)	—
Change in fair value of catalyst leases	—			3,118			—		—			3,118
Interest expense, net	(66,067		)	(3,645		)	—		—			(69,712		)
Net income (loss)	$	119,034		$	958,402		$	—	$	(958,402	)	$	119,034
Comprehensive income (loss)	$	119,365		$	958,402		$	—	$	(958,402	)	$	119,365

15. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Nine Months Ended September 30, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	538,783		$	(818,711	)	$	7,287		$	811,424		$	538,783
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization	15,123			125,053			687			—			140,863
Stock-based compensation	—			4,725			—			—			4,725
Change in fair value of catalyst lease obligations	—			(1,204		)	—			—			(1,204		)
Non-cash change in inventory repurchase obligations	—			(31,602		)	—			—			(31,602		)
Pension and other post retirement benefit costs	4,607			11,855			—			—			16,462
(Gain) loss on disposition of property, plant and equipment	(186		)	24			—			—			(162		)
Equity in earnings of subsidiaries	811,424			—			—			(811,424		)	—
Changes in current assets and current liabilities:
Accounts receivable	(69,105		)	(776		)	(31,871		)	—			(101,752		)
Amounts due to/from related parties	(890,671		)	947,290			(52,621		)	—			3,998
Inventories	(322,231		)	24,320			(80,627		)	—			(378,538		)
Prepaid expenses and other current assets	25,583			29			—			—			25,612
Accounts payable	(76,856		)	(20,905		)	24,171			(2,418		)	(76,008		)
Accrued expenses	133,070			(2,376		)	137,955			—			268,649
Deferred revenue	(6,017		)	—			—			—			(6,017		)
Other assets and liabilities	(1,851		)	(13,889		)	—			—			(15,740		)
Net cash provided by (used in) operating activities	161,673			223,833			4,981			(2,418		)	388,069
Cash flows from investing activities:
Expenditures for property, plant and equipment	(44,993		)	(152,755		)	(55,706		)	—			(253,454		)
Expenditures for deferred turnaround costs	—			(58,423		)	—			—			(58,423		)
Expenditures for other assets	—			(13,446		)	—			—			(13,446		)
Investment in subsidiaries	(22,990		)	—			—			22,990			—
Proceeds from sale of assets	74,343			—			—			—			74,343
Net cash provided by (used in) investing activities	6,360			(224,624		)	(55,706		)	22,990			(250,980		)
Cash flows from financing activities:
Proceeds from members' capital contributions	328,664			—			22,990			(22,990		)	328,664
Distribution to members	(283,680		)	—			—			—			(283,680		)
Proceeds from intercompany notes payable	90,761			—			—			—			90,761
Proceeds from Rail Facility revolver borrowings	—			—			35,925			—			35,925
Proceeds from revolver borrowings	395,000			—			—			—			395,000
Repayments of revolver borrowings	(410,000		)	—			—			—			(410,000		)
Deferred financing costs and other	(7,164		)	—			(3,218		)	—			(10,382		)
Net cash provided by (used in) financing activities	113,581			—			55,697			(22,990		)	146,288
Net increase in cash and cash equivalents	281,614			(791		)	4,972			(2,418		)	283,377
Cash and equivalents, beginning of period	76,179			791			—			—			76,970
Cash and equivalents, end of period	$	357,793		$	—		$	4,972		$	(2,418	)	$	360,347

15. 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 (loss)	$	119,034		$	958,402		$	—	$	(958,402	)	$	119,034
Adjustments to reconcile net income to net
cash from 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 obligations	—			(3,118		)	—		—			(3,118		)
Non-cash change in inventory repurchase obligations	—			(13,362		)	—		—			(13,362		)
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
Prepaid expenses and 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 (used in) 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:
Distributions to members	(186,684		)	—			—		—			(186,684		)
Proceeds from intercompany notes payable	31,632			—			—		—			31,632
Proceeds from revolver borrowings	745,000			—			—		—			745,000
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) increase 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