CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS

6 Months Ended

Jun. 30, 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, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Paulsboro Natural Gas Pipeline Company LLC and Toledo Refining Company 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 and Non-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 is accounted for under the equity method of accounting.

. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING

CONDENSED CONSOLIDATING BALANCE SHEET

(UNAUDITED)

	June 30, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Combining and Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	409,502		$	529		$	26,511	$	(968	)	$	435,574
Accounts receivable	503,211			3,003			34,013		—			540,227
Accounts receivable - affiliate	536			1,295			—		—			1,831
Inventories	588,258			496,051			222,105		—			1,306,414
Prepaid expense and other current assets	21,791			6,492			—		—			28,283
Due from related parties	18,379,043			19,811,177			2,435,713		(40,625,933		)	—
Total current assets	19,902,341			20,318,547			2,718,342		(40,626,901		)	2,312,329
Property, plant and equipment, net	85,465			1,668,389			65,158		—			1,819,012
Investment in subsidiaries	2,018,715			—			—		(2,018,715		)	—
Deferred charges and other assets, net	31,393			272,540			2,357		—			306,290
Total assets	$	22,037,914		$	22,259,476		$	2,785,857	$	(42,645,616	)	$	4,437,631
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	283,506		$	66,570		$	4,608	$	(968	)	$	353,716
Accounts payable - affiliate	20,333			—			—		—			20,333
Accrued expenses	601,789			506,481			138,535		—			1,246,805
Current portion of long-term debt	—			—			—		—			—
Deferred revenue	7,218			—			—		—			7,218
Due to related parties	18,443,554			19,703,952			2,478,427		(40,625,933		)	—
Total current liabilities	19,356,400			20,277,003			2,621,570		(40,626,901		)	1,628,072
Delaware Economic Development Authority loan	—			8,000			—		—			8,000
Long-term debt	669,070			32,571			43,393		—			745,034
Intercompany notes payable	152,287			—			—		—			152,287
Other long-term liabilities	26,073			44,081			—		—			70,154
Total liabilities	20,203,830			20,361,655			2,664,963		(40,626,901		)	2,603,547
Commitments and contingencies
Equity:
Member's equity	1,129,834			734,923			39,346		(774,269		)	1,129,834
Retained earnings (accumulated deficit)	730,330			1,171,286			81,548		(1,252,834		)	730,330
Accumulated other comprehensive (loss) income	(26,080		)	(8,388		)	—		8,388			(26,080		)
Total equity	1,834,084			1,897,821			120,894		(2,018,715		)	1,834,084
Total liabilities and equity	$	22,037,914		$	22,259,476		$	2,785,857	$	(42,645,616	)	$	4,437,631

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)

	Six Months Ended June 30, 2015
	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Combining and Consolidating Adjustments			Total
Cash flows from operating activities:
Net income (loss)	$	363,623		$	(560,449	)	$	28,843		$	531,606		$	363,623
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization	9,154			86,689			1,535			—			97,378
Stock-based compensation	—			3,781			—			—			3,781
Change in fair value of catalyst lease obligations	—			(3,988		)	—			—			(3,988		)
Change in non-cash lower of cost or market inventory adjustment	(164,867		)	37,701			—			—			(127,166		)
Non-cash change in inventory repurchase obligations	—			89,203			—			—			89,203
Pension and other post retirement benefit costs	3,969			8,924			—			—			12,893
Gain on disposition of property, plant and equipment	(181		)	(233		)	(577		)	—			(991		)
Equity in earnings of subsidiaries	531,606			—			—			(531,606		)	—
Changes in current assets and current liabilities:
Accounts receivable	15,287			23,235			(27,480		)	—			11,042
Due to/from affiliates	(554,250		)	548,558			15,787			—			10,095
Inventories	87,556			(105,460		)	(66,715		)	—			(84,619		)
Prepaid expenses and other current assets	5,173			(1,299		)	—			—			3,874
Accounts payable	47,715			(26,414		)	(3,815		)	1,048			18,534
Accrued expenses	(37,550		)	(9,046		)	(52,796		)	—			(99,392		)
Deferred revenue	5,991			—			—			—			5,991
Other assets and liabilities	1,155			(5,846		)	(263		)	—			(4,954		)
Net cash provided by (used in) operating activities	314,381			85,356			(105,481		)	1,048			295,304
Cash flows from investing activities:
Expenditures for property, plant and equipment	(166,857		)	(57,189		)	—			—			(224,046		)
Expenditures for deferred turnaround costs	—			(22,918		)	—			—			(22,918		)
Expenditures for other assets	—			(5,424		)	—			—			(5,424		)
Investment in subsidiaries	5,000			—			—			(5,000		)	—
Proceeds from sale of assets	41,597			—			96,534			—			138,131
Net cash provided by (used in) investing activities	(120,260		)	(85,531		)	96,534			(5,000		)	(114,257		)
Cash flows from financing activities:
Proceeds from members' capital contributions	—			—			5,000			(5,000		)	—
Distribution to Parent	—			—			(10,000		)	10,000			—
Proceeds from intercompany notes payable	30,000			—			—			—			30,000
Proceeds from Rail Facility revolver borrowings	—			—			70,750			—			70,750
Repayments of Rail Facility revolver borrowing	—			—			(64,626		)	—			(64,626		)
Net cash provided by (used in) financing activities	30,000			—			1,124			5,000			36,124
Net increase in cash and cash equivalents	224,121			(175		)	(7,823		)	1,048			217,171
Cash and equivalents, beginning of period	185,381			704			34,334			(2,016		)	218,403
Cash and equivalents, end of period	$	409,502		$	529		$	26,511		$	(968	)	$	435,574

13. 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 from 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		)
Due to/from affiliates	(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 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 refinery turnarounds 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
Distributions 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 (decrease) 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