CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

12 Months Ended

Dec. 31, 2014

Condensed Financial Information of Subsidiary Disclosure [Abstract]

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

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 Energy Limited, PBF Transportation Company LLC and PBF Rail Logistics 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.

. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING BALANCE SHEET

	December 31, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	185,381		$	704		$	34,334	$	(2,016	)	$	218,403
Accounts receivable	518,498			26,238			6,533		—			551,269
Accounts receivable - affiliate	529			2,694			—		—			3,223
Inventories	510,947			435,924			155,390		—			1,102,261
Prepaid expense and other current assets	26,964			5,193			—		—			32,157
Due from related parties	16,189,384			18,805,509			1,607,878		(36,602,771		)	—
Total current assets	17,431,703			19,276,262			1,804,135		(36,604,787		)	1,907,313
Property, plant and equipment, net	68,218			1,683,294			54,548		—			1,806,060
Investment in subsidiaries	2,569,636			—			—		(2,569,636		)	—
Deferred charges and other assets, net	34,840			293,098			2,579		—			330,517
Total assets	$	20,104,397		$	21,252,654		$	1,861,262	$	(39,174,423	)	$	4,043,890
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	235,791		$	92,984		$	8,423	$	(2,016	)	$	335,182
Accounts payable - affiliate	11,600			30			—		—			11,630
Accrued expenses	487,783			450,856			191,331		—			1,129,970
Current portion of long-term debt	—			—			—		—			—
Deferred revenue	1,227			—			—		—			1,227
Due to related parties	16,924,490			18,151,095			1,527,186		(36,602,771		)	—
Total current liabilities	17,660,891			18,694,965			1,726,940		(36,604,787		)	1,478,009
Delaware Economic Development Authority loan	—			8,000			—		—			8,000
Long-term debt	668,520			36,559			37,270		—			742,349
Intercompany notes payable	122,264			—			—		—			122,264
Other long-term liabilities	22,206			40,546			—		—			62,752
Total liabilities	18,473,881			18,780,070			1,764,210		(36,604,787		)	2,413,374
Commitments and contingencies
Equity:
Member's equity	1,144,100			749,278			44,346		(793,624		)	1,144,100
Retained earnings	513,292			1,731,694			52,706		(1,784,400		)	513,292
Accumulated other comprehensive loss	(26,876		)	(8,388		)	—		8,388			(26,876		)
Total equity	1,630,516			2,472,584			97,052		(2,569,636		)	1,630,516
Total liabilities and equity	$	20,104,397		$	21,252,654		$	1,861,262	$	(39,174,423	)	$	4,043,890

21. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING BALANCE SHEET

	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 note 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	(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

. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

	Year Ended December 31, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Revenues	$	19,847,045		$	1,402,253		$	1,007,407		$	(2,428,550	)	$	19,828,155
Costs and expenses:
Cost of sales, excluding depreciation	18,467,533			1,522,901			952,170			(2,428,550		)	18,514,054
Operating expenses, excluding depreciation	218			880,339			144			—			880,701
General and administrative expenses	123,692			16,259			199			—			140,150
Gain on sale of asset	(277		)	—			(618		)	—			(895		)
Depreciation and amortization expense	13,583			164,525			888			—			178,996
	18,604,749			2,584,024			952,783			(2,428,550		)	19,713,006
Income (loss) from operations	1,242,296			(1,181,771		)	54,624			—			115,149
Other income (expense):
Equity in earnings of subsidiaries	(1,131,321		)	—			—			1,131,321			—
Change in fair value of catalyst lease	—			3,969			—			—			3,969
Interest expense, net	(89,858		)	(6,225		)	(1,918		)	—			(98,001		)
Net income (loss)	$	21,117		$	(1,184,027	)	$	52,706		$	1,131,321		$	21,117
Comprehensive Income (Loss)	$	8,779		$	(1,194,031	)	$	52,706		$	1,141,325		$	8,779

21. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

	Year Ended December 31, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Revenues	$	16,190,178		$	7,641,498		$	—	$	(4,680,221	)	$	19,151,455
Costs and expenses:
Cost of sales, excluding depreciation	16,486,851			5,996,684			—		(4,680,221		)	17,803,314
Operating expenses, excluding depreciation	(482		)	813,134			—		—			812,652
General and administrative expenses	82,284			13,510			—		—			95,794
(Gain) loss on sale of asset	(388		)	205			—		—			(183		)
Depreciation and amortization expense	12,856			98,623			—		—			111,479
	16,581,121			6,922,156			—		(4,680,221		)	18,823,056
(Loss) income from operations	(390,943		)	719,342			—		—			328,399
Other income (expense):
Equity in earnings (loss) of subsidiaries	722,673			—			—		(722,673		)	—
Change in fair value of catalyst lease	—			4,691			—		—			4,691
Interest expense, net	(92,854		)	(1,360		)	—		—			(94,214		)
Net income (loss)	$	238,876		$	722,673		$	—	$	(722,673	)	$	238,876
Comprehensive Income (Loss)	$	233,279		$	724,930		$	—	$	(724,930	)	$	233,279

21. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

	Year Ended December 31, 2012
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Revenues	$	7,622,924		$	16,141,408		$	—	$	(3,625,645	)	$	20,138,687
Costs and expenses:
Cost of sales, excluding depreciation	8,537,996			13,356,727			—		(3,625,645		)	18,269,078
Operating expenses, excluding depreciation	—			738,824			—		—			738,824
General and administrative expenses	105,135			15,308			—		—			120,443
Gain on sale of assets	—			(2,329		)	—		—			(2,329		)
Depreciation and amortization expense	8,051			84,187			—		—			92,238
	8,651,182			14,192,717			—		(3,625,645		)	19,218,254
(Loss) income from operations	(1,028,258		)	1,948,691			—		—			920,433
Other income (expense):
Equity in earnings (loss) of subsidiaries	1,921,040			—			—		(1,921,040		)	—
Change in fair value of contingent consideration	—			(2,768		)	—		—			(2,768		)
Change in fair value of catalyst lease	—			(3,724		)	—		—			(3,724		)
Interest expense, net	(87,470		)	(21,159		)	—		—			(108,629		)
Net income (loss)	$	805,312		$	1,921,040		$	—	$	(1,921,040	)	$	805,312
Comprehensive Income (Loss)	$	798,747		$	1,921,267		$	—	$	(1,921,267	)	$	798,747

CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING STATEMENT OF CASH FLOW

	Year Ended December 31, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income	$	21,117		$	(1,184,027	)	$	52,706		$	1,131,321		$	21,117
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	20,334			164,550			1,528			—			186,412
Stock-based compensation	—			6,095			—			—			6,095
Change in fair value of catalyst lease obligation	—			(3,969		)	—			—			(3,969		)
Non-cash change in inventory repurchase obligations	—			(93,246		)	—			—			(93,246		)
Non-cash lower of cost or market inventory adjustment	566,412			123,698			—			—			690,110
Pension and other post retirement benefit costs	6,426			16,174			—			—			22,600
Gain on disposition of property, plant and equipment	(277		)	—			(618		)	—			(895		)
Equity in earnings of subsidiaries	1,131,321			—			—			(1,131,321		)	—
Changes in current assets and current liabilities:
Accounts receivable	69,887			(17,976		)	(6,533		)	—			45,378
Amounts due to/from related parties	(1,227,851		)	1,328,439			(92,181		)	—			8,407
Inventories	(259,352		)	20,711			(155,390		)	—			(394,031		)
Other current assets	22,287			1,399			—			—			23,686
Accounts payable	(71,821		)	(1,697		)	8,423			(2,016		)	(67,111		)
Accrued expenses	(131,903		)	471			191,331			—			59,899
Deferred revenue	(6,539		)	—			—			—			(6,539		)
Other assets and liabilities	(1,966		)	(258		)	(1		)	—			(2,225		)
Net cash provided by operating activities	138,075			360,364			(735		)	(2,016		)	495,688
Cash flows from investing activities:
Expenditures for property, plant and equipment	(152,814		)	(205,508		)	(112,138		)	—			(470,460		)
Expenditures for refinery turnarounds costs	—			(137,688		)	—			—			(137,688		)
Expenditures for other assets	—			(17,255		)	—			—			(17,255		)
Investment in subsidiaries	(44,346		)	—			—			44,346			—
Proceeds from sale of assets	133,845			—			68,809			—			202,654
Net cash used in investing activities	(63,315		)	(360,451		)	(43,329		)	44,346			(422,749		)

21. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING STATEMENT OF CASH FLOW (Continued)

Cash flows from financing activities:
Proceeds from member's capital contributions	328,664			—			44,346			(44,346		)	328,664
Distribution to members	(361,352		)	—			—			—			(361,352		)
Proceeds from intercompany notes payable	90,631			—			—			—			90,631
Proceeds from revolver borrowings	395,000			—			—			—			395,000
Repayments of revolver borrowings	(410,000		)	—			—			—			(410,000		)
Proceeds from Rail Facility revolver borrowings	—			—			83,095			—			83,095
Repayments of Rail Facility revolver borrowings	—			—			(45,825		)	—			(45,825		)
Deferred financing costs and other	(8,501		)	—			(3,218		)	—			(11,719		)
Net cash used in financing activities	34,442			—			78,398			(44,346		)	68,494
Net decrease in cash and cash equivalents	109,202			(87		)	34,334			(2,016		)	141,433
Cash and equivalents, beginning of period	76,179			791			—			—			76,970
Cash and equivalents, end of period	$	185,381		$	704		$	34,334		$	(2,016	)	$	218,403

21. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING STATEMENT OF CASH FLOW

	Year Ended December 31, 2013
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income	$	238,876		$	722,673		$	—	$	(722,673	)	$	238,876
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	19,296			98,705			—		—			118,001
Stock-based compensation	—			3,753			—		—			3,753
Change in fair value of catalyst lease obligation	—			(4,691		)	—		—			(4,691		)
Non-cash change in inventory repurchase obligations	—			(20,492		)	—		—			(20,492		)
Pension and other post retirement benefit costs	4,575			12,153			—		—			16,728
Gain on disposition of property, plant and equipment	(388		)	205			—		—			(183		)
Equity in earnings of subsidiaries	(722,673		)	—			—		722,673			—
Changes in current assets and current liabilities:
Accounts receivable	(281,386		)	188,535			—		—			(92,851		)
Amounts due to/from related parties	626,623			(611,902		)	—		—			14,721
Inventories	(153,782		)	199,773			—		—			45,991
Other current assets	(40,416		)	(2,039		)	—		—			(42,455		)
Accounts payable	109,988			(67,752		)	—		—			42,236
Accrued expenses	222,194			(7,377		)	—		—			214,817
Deferred revenue	7,766			(210,543		)	—		—			(202,777		)
Other assets and liabilities	(1,140		)	(19,263		)	—		—			(20,403		)
Net cash provided by operating activities	29,533			281,738			—		—			311,271
Cash flows from investing activities:
Expenditures for property, plant and equipment	(127,653		)	(190,741		)	—		—			(318,394		)
Expenditures for refinery turnarounds costs	—			(64,616		)	—		—			(64,616		)
Expenditures for other assets	—			(32,692		)	—		—			(32,692		)
Proceeds from sale of assets	102,428			—			—		—			102,428
Net cash used in investing activities	(25,225		)	(288,049		)	—		—			(313,274		)
Cash flows from financing activities:
Proceeds from revolver borrowings	1,450,000			—			—		—			1,450,000
Proceeds from intercompany notes payable	31,835			—			—		—			31,835
Proceeds from member's capital contributions	—			1,757			—		—			1,757
Proceeds from catalyst lease	—			14,337			—		—			14,337
Distribution to members	(215,846		)	—			—		—			(215,846		)
Repayments of Revolver Borrowings	(1,435,000		)	—			—		—			(1,435,000		)
Payment of contingent consideration related to acquisition of Toledo refinery	—			(21,357		)	—		—			(21,357		)
Deferred financing costs and other	(1,044		)	—			—		—			(1,044		)
Net cash used in financing activities	(170,055		)	(5,263		)	—		—			(175,318		)
Net increase (decrease) in cash and cash equivalents	(165,747		)	(11,574		)	—		—			(177,321		)
Cash and equivalents, beginning of period	241,926			12,365			—		—			254,291
Cash and equivalents, end of period	$	76,179		$	791		$	—	$	—		$	76,970

21. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONSOLIDATING STATEMENT OF CASH FLOW

	Year Ended December 31, 2012
	Issuer			Guarantors Subsidiaries			Non-Guarantors Subsidiaries		Combining and Consolidated Adjustments			Total
Cash flows from operating activities:
Net income	$	805,312		$	1,921,040		$	—	$	(1,921,040	)	$	805,312
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization	13,466			84,184			—		—			97,650
Stock-based compensation	—			2,954			—		—			2,954
Change in fair value of catalyst lease obligation	—			3,724			—		—			3,724
Change in fair value of contingent consideration	—			2,768			—		—			2,768
Non-cash change in inventory repurchase obligations	—			4,576			—		—			4,576
Write-off of unamortized deferred financing fees	4,391			—			—		—			4,391
Pension and other post retirement benefit costs	2,125			10,559			—		—			12,684
Gain on disposition of property, plant and equipment	—			(2,329		)	—		—			(2,329		)
Equity in earnings of subsidiaries	(1,921,040		)	—			—		1,921,040			—
Changes in operating assets and liabilities:
Accounts receivable	(306,999		)	119,455			—		—			(187,544		)
Amounts due to/from related parties	1,736,986			(1,751,707		)	—		—			(14,721		)
Inventories	(664,225		)	584,128			—		—			(80,097		)
Other current assets	78			49,893			—		—			49,971
Accounts payable	193,151			(119,161		)	—		—			73,990
Accrued expenses	419,735			(389,392		)	—		—			30,343
Deferred revenue	—			21,309			—		—			21,309
Other assets and liabilities	(9,023		)	(22,521		)	—		—			(31,544		)
Net cash provided by operating activities	273,957			519,480			—		—			793,437
Cash flows from investing activities:
Expenditures for property, plant and equipment	(16,546		)	(159,354		)	—		—			(175,900		)
Expenditures for refinery turnarounds costs	—			(38,633		)	—		—			(38,633		)
Expenditures for other assets	—			(8,155		)	—		—			(8,155		)
Proceeds from sale of assets	—			3,381			—		—			3,381
Net cash used in investing activities	(16,546		)	(202,761		)	—		—			(219,307		)
Cash flows from financing activities:
Proceeds from 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	(160,965		)	—			—		—			(160,965		)
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	(26,059		)	—			—		—			(26,059		)
Net cash used in financing activities	(18,609		)	(351,396		)	—		—			(370,005		)
Net increase (decrease) in cash and cash equivalents	238,802			(34,677		)	—		—			204,125
Cash and equivalents, beginning of period	3,124			47,042			—		—			50,166
Cash and equivalents, end of period	$	241,926		$	12,365		$	—	$	—		$	254,291