CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

3 Months Ended

Mar. 31, 2015

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, 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)

	March 31, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	300,737		$	—		$	27,252	$	(1,153	)	$	326,836
Accounts receivable	415,415			11,585			14,185		—			441,185
Accounts receivable - affiliate	632			2,290			—		—			2,922
Inventories	522,688			421,921			184,598		—			1,129,207
Prepaid expense and other current assets	34,248			3,994			—		—			38,242
Due from related parties	17,427,231			19,391,771			2,124,464		(38,943,466		)	—
Total current assets	18,700,951			19,831,561			2,350,499		(38,944,619		)	1,938,392
Property, plant and equipment, net	64,900			1,680,683			55,250		—			1,800,833
Investment in subsidiaries	2,241,553			—			—		(2,241,553		)	—
Deferred charges and other assets, net	33,133			293,052			2,363		—			328,548
Total assets	$	21,040,537		$	21,805,296		$	2,408,112	$	(41,186,172	)	$	4,067,773
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	239,240		$	71,312		$	3,589	$	(1,153	)	$	312,988
Accounts payable - affiliate	13,920			30			—		—			13,950
Accrued expenses	319,168			525,841			153,814		—			998,823
Current portion of long-term debt	—			—			—		—			—
Deferred revenue	6,086			—			—		—			6,086
Due to related parties	17,850,076			19,008,184			2,085,206		(38,943,466		)	—
Total current liabilities	18,428,490			19,605,367			2,242,609		(38,944,619		)	1,331,847
Delaware Economic Development Authority loan	—			8,000			—		—			8,000
Long-term debt	668,792			34,520			37,921		—			741,233
Intercompany notes payable	153,023			—			—		—			153,023
Other long-term liabilities	23,975			43,438			—		—			67,413
Total liabilities	19,274,280			19,691,325			2,280,530		(38,944,619		)	2,301,516
Commitments and contingencies
Equity:
Member's equity	1,144,114			749,293			34,346		(783,639		)	1,144,114
Retained earnings (accumulated deficit)	648,548			1,373,066			93,236		(1,466,302		)	648,548
Accumulated other comprehensive (loss) income	(26,405		)	(8,388		)	—		8,388			(26,405		)
Total equity	1,766,257			2,113,971			127,582		(2,241,553		)	1,766,257
Total liabilities and equity	$	21,040,537		$	21,805,296		$	2,408,112	$	(41,186,172	)	$	4,067,773

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	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) income	(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

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Three Months Ended March 31, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	135,256		$	(358,666	)	$	40,528		$	318,138		$	135,256
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization	4,823			42,789			670			—			48,282
Stock-based compensation	—			2,025			—			—			2,025
Change in fair value of catalyst lease obligations	—			(2,039		)	—			—			(2,039		)
Non-cash change in inventory repurchase obligations	—			66,509			—			—			66,509
Non-cash lower of cost or market inventory adjustment	(99,732		)	78,524			—			—			(21,208		)
Pension and other post retirement benefit costs	2,079			4,369			—			—			6,448
(Gain) loss on disposition of property, plant and equipment	(182		)	—			(177		)	—			(359		)
Equity in earnings of subsidiaries	318,138			—			—			(318,138		)	—
Changes in current assets and current liabilities:
Accounts receivable	103,083			14,653			(7,652		)	—			110,084
Amounts due to/from related parties	(273,044		)	271,231			4,434			—			2,621
Inventories	87,991			(59,790		)	(29,208		)	—			(1,007		)
Prepaid expenses and other current assets	(7,284		)	1,199			—			—			(6,085		)
Accounts payable	3,449			(21,672		)	(4,834		)	863			(22,194		)
Accrued expenses	(179,401		)	19,491			(37,517		)	—			(197,427		)
Deferred revenue	4,859			—			—			—			4,859
Other assets and liabilities	320			(2,601		)	2			—			(2,279		)
Net cash provided by (used in) operating activities	100,355			56,022			(33,754		)	863			123,486
Cash flows from investing activities:
Expenditures for property, plant and equipment	(67,355		)	(33,392		)	—			—			(100,747		)
Expenditures for deferred turnaround costs	—			(18,376		)	—			—			(18,376		)
Expenditures for other assets	—			(4,958		)	—			—			(4,958		)
Investment in subsidiaries	10,000			—			—			(10,000		)	—
Proceeds from sale of assets	41,597			—			36,021			—			77,618
Net cash provided by (used in) investing activities	(15,758		)	(56,726		)	36,021			(10,000		)	(46,463		)
Cash flows from financing activities:
Proceeds from members' capital contributions	—			—			(10,000		)	10,000			—
Distribution to members	—			—			—			—			—
Proceeds from intercompany notes payable	30,000			—			—			—			30,000
Proceeds from Rail Facility revolver borrowings	—			—			23,425			—			23,425
Repayments of revolver borrowings	—			—			—			—			—
Repayments of Rail Facility revolver borrowing	—			—			(22,774		)	—			(22,774		)
Deferred financing costs and other	759			—			—			—			759
Net cash provided by (used in) financing activities	30,759			—			(9,349		)	10,000			31,410
Net increase (decrease) in cash and cash equivalents	115,356			(704		)	(7,082		)	863			108,433
Cash and equivalents, beginning of period	185,381			704			34,334			(2,016		)	218,403
Cash and equivalents, end of period	$	300,737		$	—		$	27,252		$	(1,153	)	$	326,836

13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

(UNAUDITED)

	Three Months Ended March 31, 2014
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	232,750		$	(304,829	)	$	—	$	304,829		$	232,750
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation and amortization	5,115			29,733			—		—			34,848
Stock-based compensation	—			1,420			—		—			1,420
Change in fair value of catalyst lease obligations	—			2,001			—		—			2,001
Non-cash change in inventory repurchase obligations	—			(17,463		)	—		—			(17,463		)
Pension and other post retirement benefit costs	1,291			3,514			—		—			4,805
Gain on disposition of property, plant and equipment	(186		)	—			—		—			(186		)
Equity in earnings of subsidiaries	304,829			—			—		(304,829		)	—
Changes in current assets and current liabilities:
Accounts receivable	67,045			(39		)	—		—			67,006
Amounts due to/from related parties	(355,645		)	355,645			—		—			—
Inventories	(135,330		)	35,356			—		—			(99,974		)
Prepaid expenses and other current assets	14,137			1,581			—		—			15,718
Accounts payable	(134,695		)	(20,779		)	—		—			(155,474		)
Accrued expenses	174,049			5,932			—		—			179,981
Deferred revenue	(1,393		)	—			—		—			(1,393		)
Other assets and liabilities	(982		)	(2,685		)	—		—			(3,667		)
Net cash provided (used in) by operating activities	170,985			89,387			—		—			260,372
Cash flows from investing activities:
Expenditures for property, plant and equipment	(4,595		)	(55,532		)	—		—			(60,127		)
Expenditures for refinery turnarounds costs	—			(23,128		)	—		—			(23,128		)
Expenditures for other assets	—			(7,157		)	—		—			(7,157		)
Proceeds from sale of assets	37,759			—			—		—			37,759
Net cash provided by (used in) investing activities	33,164			(85,817		)	—		—			(52,653		)
Cash flows from financing activities:
Distributions to members	(29,661		)	—			—		—			(29,661		)
Proceeds from revolver borrowings	265,000			—			—		—			265,000
Repayments of revolver borrowings	(280,000		)	—			—		—			(280,000		)
Deferred financing costs and other	179			(3,072		)	—		—			(2,893		)
Net cash used in financing activities	(44,482		)	(3,072		)	—		—			(47,554		)
Net (decrease) increase in cash and cash equivalents	159,667			498			—		—			160,165
Cash and equivalents, beginning of period	76,179			791			—		—			76,970
Cash and equivalents, end of period	$	235,846		$	1,289		$	—	$	—		$	237,135