CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS | CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING PBF Services Company, Delaware City Refining Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Paulsboro Natural Gas Pipeline Company LLC, Toledo Refining Company LLC, Chalmette Refining, L.L.C., PBF Western Region LLC, Torrance Refining Company LLC, Torrance Logistics 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 indentures dated February 9, 2012 and November 24, 2015, 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, PBF Rail Logistics Company LLC, MOEM Pipeline LLC, Collins Pipeline Company, T&M Terminal Company, TVP Holding Company LLC ("TVP Holding"), Torrance Basin Pipeline Company LLC and Torrance Pipeline Company LLC are consolidated subsidiaries of the Company that are not guarantors of the Senior Secured Notes. Additionally, our 50% equity investment in Torrance Valley Pipeline Company, held by TVP Holding is included in our Non-Guarantor financial position and results of operations and cash flows as TVP Holding is not a guarantor 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 the 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 and the Guarantor subsidiaries' investments in their subsidiaries are accounted for under the equity method of accounting. . CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONSOLIDATING BALANCE SHEET December 31, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 530,085 $ 56,717 $ 41,366 $ (1,463 ) $ 626,705 Accounts receivable 599,147 7,999 8,735 — 615,881 Accounts receivable - affiliate 2,432 4,504 695 — 7,631 Inventories 1,680,058 — 183,502 — 1,863,560 Prepaid expense and other current assets 27,443 12,933 160 — 40,536 Due from related parties 24,141,120 21,883,569 4,692,799 (50,717,488 ) — Total current assets 26,980,285 21,965,722 4,927,257 (50,718,951 ) 3,154,313 Property, plant and equipment, net 33,772 2,452,877 242,050 — 2,728,699 Investment in subsidiaries 705,034 440,377 — (1,145,411 ) — Investment in equity method investee — — 179,882 — 179,882 Deferred charges and other assets, net 12,317 491,673 13 — 504,003 Total assets $ 27,731,408 $ 25,350,649 $ 5,349,202 $ (51,864,362 ) $ 6,566,897 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 360,260 $ 157,277 $ 14,291 $ (1,463 ) $ 530,365 Accounts payable - affiliate 37,077 786 — — 37,863 Accrued expenses 1,094,581 201,935 166,213 — 1,462,729 Deferred revenue 10,901 1,438 1 — 12,340 Due to related parties 22,027,065 24,031,520 4,658,903 (50,717,488 ) — Total current liabilities 23,529,884 24,392,956 4,839,408 (50,718,951 ) 2,043,297 Delaware Economic Development Authority loan — — — — — Long-term debt 1,496,085 45,908 34,566 — 1,576,559 Affiliate notes payable 86,298 — — — 86,298 Deferred tax liabilities — — 45,699 — 45,699 Other long-term liabilities 30,208 192,204 3,699 — 226,111 Due to related party - long term — — — — — Total liabilities 25,142,475 24,631,068 4,923,372 (50,718,951 ) 3,977,964 Commitments and contingencies Equity: Member's equity 2,155,863 1,714,997 374,067 (2,089,064 ) 2,155,863 Retained earnings 446,519 (999,693 ) 51,763 947,930 446,519 Accumulated other comprehensive loss (25,962 ) (8,236 ) — 8,236 (25,962 ) Total PBF Holding Company LLC equity 2,576,420 707,068 425,830 (1,132,898 ) 2,576,420 Noncontrolling interest 12,513 12,513 — (12,513 ) $ 12,513 Total equity 2,588,933 719,581 425,830 (1,145,411 ) 2,588,933 Total liabilities and equity $ 27,731,408 $ 25,350,649 $ 5,349,202 $ (51,864,362 ) $ 6,566,897 22. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONSOLIDATING BALANCE SHEET December 31, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 882,820 $ 6,236 $ 28,968 $ (3,275 ) $ 914,749 Accounts receivable 430,809 11,057 12,893 — 454,759 Accounts receivable - affiliate 917 2,521 — — 3,438 Inventories 608,646 363,151 202,475 — 1,174,272 Prepaid expense and other current assets 24,243 9,074 384 — 33,701 Due from related parties 20,236,649 20,547,503 3,262,382 (44,046,534 ) — Total current assets 22,184,084 20,939,542 3,507,102 (44,049,809 ) 2,580,919 Property, plant and equipment, net 25,240 1,960,066 225,784 — 2,211,090 Investment in subsidiaries 1,740,111 143,349 — (1,883,460 ) — Deferred charges and other assets, net 23,973 265,240 1,500 — 290,713 Due from related party - long term — — 20,577 (20,577 ) — Total assets $ 23,973,408 $ 23,308,197 $ 3,754,963 $ (45,953,846 ) $ 5,082,722 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 196,988 $ 113,564 $ 7,566 $ (3,275 ) $ 314,843 Accounts payable - affiliate 23,949 — — — 23,949 Accrued expenses 503,179 495,842 118,414 — 1,117,435 Deferred revenue 4,043 — — — 4,043 Due to related parties 19,787,807 21,026,310 3,232,417 (44,046,534 ) — Total current liabilities 20,515,966 21,635,716 3,358,397 (44,049,809 ) 1,460,270 Delaware Economic Development Authority loan — 4,000 — — 4,000 Long-term debt 1,137,980 31,717 67,023 — 1,236,720 Affiliate notes payable 470,047 — — — 470,047 Deferred tax liabilities — — 20,577 — 20,577 Other long-term liabilities 28,131 41,693 — — 69,824 Due to related party - long term — 20,577 — (20,577 ) — Total liabilities 22,152,124 21,733,703 3,445,997 (44,070,386 ) 3,261,438 Commitments and contingencies Equity: Member's equity 1,479,175 1,062,717 182,696 (1,245,413 ) 1,479,175 Retained earnings 349,654 502,788 126,270 (629,058 ) 349,654 Accumulated other comprehensive loss (24,770 ) (8,236 ) — 8,236 (24,770 ) Total PBF Holding Company LLC equity 1,804,059 1,557,269 308,966 (1,866,235 ) 1,804,059 Noncontrolling interest 17,225 17,225 — (17,225 ) 17,225 Total equity 1,821,284 1,574,494 308,966 (1,883,460 ) 1,821,284 Total liabilities and equity $ 23,973,408 $ 23,308,197 $ 3,754,963 $ (45,953,846 ) $ 5,082,722 CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME Year Ended December 31, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 15,808,556 $ 800,647 $ 1,524,691 $ (2,225,357 ) $ 15,908,537 Costs, expenses and other Cost of sales, excluding depreciation 13,813,293 649,242 1,527,910 (2,225,357 ) 13,765,088 Operating expenses, excluding depreciation 41 1,356,572 33,969 — 1,390,582 General and administrative expenses 123,150 27,602 (1,109 ) — 149,643 Equity income in investee — — (5,679 ) — (5,679 ) Gain on sale of asset 2,392 150 8,832 — 11,374 Depreciation and amortization expense 5,836 194,701 9,303 — 209,840 Total costs, expenses and other 13,944,712 2,228,267 1,573,226 (2,225,357 ) 15,520,848 Income (loss) from operations 1,863,844 (1,427,620 ) (48,535 ) — 387,689 Other income (expense) Equity in earnings of subsidiaries (1,502,243 ) (74,507 ) — 1,576,750 — Change in fair value of catalyst lease — 1,422 — — 1,422 Interest expense, net (125,715 ) (1,538 ) (2,283 ) — (129,536 ) Income (loss) before income taxes 235,886 (1,502,243 ) (50,818 ) 1,576,750 259,575 Income tax expense — — 23,689 — 23,689 Net income (loss) 235,886 (1,502,243 ) (74,507 ) 1,576,750 235,886 Less income attributable to noncontrolling interests 269 269 — (269 ) 269 Net income (loss) attributable to PBF Holding Company LLC $ 235,617 $ (1,502,512 ) $ (74,507 ) $ 1,577,019 $ 235,617 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 233,025 $ (1,502,512 ) $ (74,507 ) $ 1,577,019 $ 233,025 22. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME Year Ended December 31, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 13,085,122 $ 884,930 $ 1,633,818 $ (2,479,941 ) $ 13,123,929 Costs, expenses and other Cost of sales, excluding depreciation 11,514,115 1,026,846 1,550,579 (2,479,941 ) 11,611,599 Operating expenses, excluding depreciation (3,683 ) 891,534 1,517 — 889,368 General and administrative expenses 143,580 21,016 2,308 — 166,904 Gain on sale of asset (249 ) (105 ) (650 ) — (1,004 ) Depreciation and amortization expense 9,687 178,578 2,845 — 191,110 Total costs, expenses and other 11,663,450 2,117,869 1,556,599 (2,479,941 ) 12,857,977 Income (loss) from operations 1,421,672 (1,232,939 ) 77,219 — 265,952 Other income (expense) Equity in earnings of subsidiaries (1,154,420 ) — — 1,154,420 — Change in fair value of catalyst lease — 10,184 — — 10,184 Interest expense, net (79,310 ) (5,876 ) (3,008 ) — (88,194 ) Income (loss) before income taxes 187,942 (1,228,631 ) 74,211 1,154,420 187,942 Income tax expense — — 648 — 648 Net income (loss) 187,942 (1,228,631 ) 73,563 1,154,420 187,294 Less income attributable to noncontrolling interests 274 274 — (274 ) 274 Net income (loss) attributable to PBF Holding Company LLC $ 187,668 $ (1,228,905 ) $ 73,563 $ 1,154,694 $ 187,020 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 189,774 $ (1,228,905 ) $ 73,563 $ 1,154,694 $ 189,126 22. 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, expenses and other 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 assets (277 ) — (618 ) — (895 ) Depreciation and amortization expense 13,583 164,525 888 — 178,996 Total costs, expenses and other 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 ) Income (loss) before income taxes 21,117 (1,184,027 ) 52,706 1,131,321 21,117 Income tax expense — — — — — Net income (loss) 21,117 (1,184,027 ) 52,706 1,131,321 21,117 Less net income attributable to noncontrolling interests — — — — — Net income (loss) attributable to PBF Holding Company LLC $ 21,117 $ (1,184,027 ) $ 52,706 $ 1,131,321 $ 21,117 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 8,779 $ (1,194,031 ) $ 52,706 $ 1,141,325 $ 8,779 CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONSOLIDATING STATEMENT OF CASH FLOW Year Ended December 31, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 235,886 $ (1,502,243 ) $ (74,507 ) $ 1,576,750 $ 235,886 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 14,874 194,722 9,337 — 218,933 Stock-based compensation — 18,296 — — 18,296 Change in fair value of catalyst lease obligation — (1,422 ) — — (1,422 ) Deferred income taxes — — 19,802 — 19,802 Non-cash change in inventory repurchase obligations 29,453 — — — 29,453 Non-cash lower of cost or market inventory adjustment (521,348 ) — — — (521,348 ) Pension and other post retirement benefit costs 7,139 30,848 — — 37,987 Equity (income) loss in investee — — (5,679 ) — (5,679 ) Loss (gain) on sale of assets 2,392 150 8,832 — 11,374 Equity in earnings of subsidiaries 1,502,243 74,507 — (1,576,750 ) — Changes in operating assets and liabilities Accounts receivable (168,338 ) 3,058 4,158 — (161,122 ) Due to/from affiliates (2,031,933 ) 2,046,280 (4,626 ) — 9,721 Inventories 217,629 — 18,973 — 236,602 Prepaid expenses and other current assets (3,200 ) (2,675 ) 92 — (5,783 ) Accounts payable 163,272 41,025 7,405 1,812 213,514 Accrued expenses 531,613 (353,591 ) 49,964 — 227,986 Deferred revenue 6,858 1,438 1 — 8,297 Other assets and liabilities (5,833 ) (16,238 ) 1,193 — (20,878 ) Net cash provided by (used in) operating activities (19,293 ) 534,155 34,945 1,812 551,619 Cash flows from investing activities: Acquisition of Torrance refinery and related logistics assets (971,932 ) — — — (971,932 ) Acquisition of Chalmette refinery, net of cash acquired — (2,659 ) — — (2,659 ) Expenditures for property, plant and equipment (21,563 ) (255,434 ) (5,433 ) — (282,430 ) Expenditures for refinery turnarounds costs — (198,664 ) — — (198,664 ) Expenditures for other assets — (42,506 ) — — (42,506 ) Return on investment in subsidiaries 12,800 — — (12,800 ) — Capital contributions to subsidiaries (8,287 ) — — 8,287 — Proceeds from sale of assets 4,802 — 19,890 — 24,692 Net cash (used in) provided by investing activities (984,180 ) (499,263 ) 14,457 (4,513 ) (1,473,499 ) 22. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONSOLIDATING STATEMENT OF CASH FLOW (Continued) Cash flows from financing activities: Proceeds from parent's capital contributions — — 8,287 (8,287 ) — Contributions from PBF LLC 450,300 — — — 450,300 Distribution to parent — — (12,800 ) 12,800 — Distributions to members (139,434 ) — — — (139,434 ) Proceeds from affiliate notes payable 43,396 — — — 43,396 Repayments of affiliate notes payable (53,524 ) — — — (53,524 ) Proceeds from revolver borrowings 550,000 — — — 550,000 Repayments of revolver borrowings (200,000 ) — — — (200,000 ) Repayments of Rail Facility revolver borrowings — — (67,491 ) (67,491 ) Proceeds from PBF Rail Term Loan — — 35,000 — 35,000 Additional catalyst lease — 15,589 — — 15,589 Net cash provided by financing activities 650,738 15,589 (37,004 ) 4,513 633,836 Net increase (decrease) in cash and cash equivalents (352,735 ) 50,481 12,398 1,812 (288,044 ) Cash and equivalents, beginning of period 882,820 6,236 28,968 (3,275 ) 914,749 Cash and equivalents, end of period $ 530,085 $ 56,717 $ 41,366 $ (1,463 ) $ 626,705 22. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONSOLIDATING STATEMENT OF CASH FLOW Year Ended December 31, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 187,942 $ (1,228,631 ) $ 73,563 $ 1,154,420 $ 187,294 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 17,063 178,601 3,719 — 199,383 Stock-based compensation — 9,218 — — 9,218 Change in fair value of catalyst lease obligation — (10,184 ) — — (10,184 ) Non-cash change in inventory repurchase obligations — 63,389 — — 63,389 Non-cash lower of cost or market inventory adjustment 279,785 147,441 — — 427,226 Pension and other post retirement benefit cost 7,576 19,406 — — 26,982 Gain on sale of assets (249 ) (105 ) (650 ) — (1,004 ) Equity in earnings of subsidiaries 1,154,420 — — (1,154,420 ) — Changes in operating assets and liabilities: Accounts receivable 87,689 16,124 (6,177 ) — 97,636 Due to/from affiliates (1,018,176 ) 1,133,364 (103,084 ) — 12,104 Inventories (108,751 ) (116,074 ) (47,067 ) — (271,892 ) Prepaid expense and other current assets 2,721 (2,999 ) (353 ) — (631 ) Accounts payable (38,609 ) 15,710 (857 ) (1,259 ) (25,015 ) Accrued expenses 27,925 8,172 (73,834 ) — (37,737 ) Deferred revenue 2,816 — — — 2,816 Other assets and liabilities (423 ) (26,769 ) 10 — (27,182 ) Net cash provided by (used in) operating activities 601,729 206,663 (154,730 ) (1,259 ) 652,403 Cash flows from investing activities: Acquisition of Chalmette refinery, net of cash acquired (601,311 ) 19,042 16,965 — (565,304 ) Expenditures for property, plant and equipment (193,898 ) (158,361 ) (106 ) — (352,365 ) Expenditures for refinery turnarounds costs — (53,576 ) — — (53,576 ) Expenditures for other assets — (8,236 ) — — (8,236 ) Investment in subsidiaries 10,000 — — (10,000 ) — Capital contributions to subsidiaries (5,000 ) — — 5,000 — Proceeds from sale of assets 60,902 — 107,368 — 168,270 Net cash (used in) provided by investing activities (729,307 ) (201,131 ) 124,227 (5,000 ) (811,211 ) Cash flows from financing activities: Proceeds from member's capital contributions 345,000 — 5,000 (5,000 ) 345,000 Distribution to parent — — (10,000 ) 10,000 — Distributions to members (350,658 ) — — — (350,658 ) Proceeds from intercompany notes payable 347,783 — — — 347,783 Proceeds from revolver borrowings 170,000 — — — 170,000 Repayments of revolver borrowings (170,000 ) — — — (170,000 ) Proceeds from Rail Facility revolver borrowings — — 102,075 — 102,075 Repayments of Rail Facility revolver borrowings — (71,938 ) — (71,938 ) Proceeds from Senior Secured Notes 500,000 — — — 500,000 Deferred financing costs and other (17,108 ) — — — (17,108 ) Net cash provided by financing activities 825,017 — 25,137 5,000 855,154 Net increase (decrease) in cash and cash equivalents 697,439 5,532 (5,366 ) (1,259 ) 696,346 Cash and equivalents, beginning of period 185,381 704 34,334 (2,016 ) 218,403 Cash and equivalents, end of period $ 882,820 $ 6,236 $ 28,968 $ (3,275 ) $ 914,749 22. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONSOLIDATING STATEMENT OF CASH FLOW Year Ended December 31, 2014 Issuer Guarantors Subsidiaries Non-Guarantors Subsidiaries Combining and Consolidated Adjustments Total Cash flows from operating activities: Net income (loss) $ 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 sale of assets (277 ) — (618 ) — (895 ) Equity in earnings of subsidiaries 1,131,321 — — (1,131,321 ) — Changes in operating assets and liabilities: Accounts receivable 69,887 (17,976 ) (6,533 ) — 45,378 Due to/from affiliates (1,227,851 ) 1,328,439 (92,181 ) — 8,407 Inventories (259,352 ) 20,711 (155,390 ) — (394,031 ) Prepaid expense and 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 (used in) 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 deferred turnarounds costs — (137,688 ) — — (137,688 ) Expenditures for other assets — (17,255 ) — — (17,255 ) Capital contributions to subsidiaries (44,346 ) — — 44,346 — Proceeds from sale of assets 133,845 — 68,809 — 202,654 Net cash (used in) provided by investing activities (63,315 ) (360,451 ) (43,329 ) 44,346 (422,749 ) Cash flows from financing activities: Contributions from PBF LLC 328,664 — 44,346 (44,346 ) 328,664 Distributions to members (361,352 ) — — — (361,352 ) Proceeds from affiliate 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 Repayment of Rail Facility revolver borrowings — — (45,825 ) — (45,825 ) Deferred financing costs and other (8,501 ) — (3,218 ) — (11,719 ) Net cash provided by (used in) financing activities 34,442 — 78,398 (44,346 ) 68,494 Net increase (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 CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING PBF Services Company, Delaware City Refining Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Toledo Refining Company LLC, Chalmette Refining, L.L.C., PBF Energy Western Region LLC, Torrance Refining Company LLC, Torrance Logistics Company LLC and PBF Investments LLC are 100% owned subsidiaries of PBF Holding and serve as guarantors of the obligations under the senior 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 indentures dated November 24, 2015 and May 30, 2017, 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, PBF Rail Logistics Company LLC, MOEM Pipeline LLC, Collins Pipeline Company, T&M Terminal Company, TVP Holding Company LLC (“TVP Holding”), Torrance Basin Pipeline Company LLC and Torrance Pipeline Company LLC are consolidated subsidiaries of the Company that are not guarantors of the Senior Notes. Additionally, our 50% equity investment in Torrance Valley Pipeline Company, held by TVP Holding is included in our Non-Guarantor financial position and results of operations and cash flows as TVP Holding is not a guarantor of the Senior Notes. The Senior 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 the 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 and the Guarantor subsidiaries’ investments in their subsidiaries are accounted for under the equity method of accounting. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) June 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 78,302 $ 5,961 $ 29,756 $ — $ 114,019 Accounts receivable 577,813 4,498 27,449 — 609,760 Accounts receivable - affiliate 1,461 24,428 600 — 26,489 Affiliate notes receivable — 11,600 — — 11,600 Inventories 1,654,143 — 221,021 — 1,875,164 Prepaid expense and other current assets 30,759 27,443 168 — 58,370 Due from related parties 26,546,381 22,526,098 5,683,279 (54,755,758 ) — Total current assets 28,888,859 22,600,028 5,962,273 (54,755,758 ) 2,695,402 Property, plant and equipment, net 25,896 2,527,179 239,954 — 2,793,029 Investment in subsidiaries 7,524 431,662 — (439,186 ) — Investment in equity method investee — — 174,047 — 174,047 Deferred charges and other assets, net 30,571 780,710 — — 811,281 Total assets $ 28,952,850 $ 26,339,579 $ 6,376,274 $ (55,194,944 ) $ 6,473,759 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 240,234 $ 185,231 $ 12,175 $ — $ 437,640 Accounts payable - affiliate 31,347 159 (97 ) — 31,409 Accrued expenses 1,316,523 141,382 136,395 — 1,594,300 Deferred revenue 4,899 20 13 — 4,932 Due to related parties 23,277,244 25,761,022 5,717,492 (54,755,758 ) — Total current liabilities 24,870,247 26,087,814 5,865,978 (54,755,758 ) 2,068,281 Long-term debt 1,548,024 47,406 31,313 — 1,626,743 Deferred tax liabilities — — 50,822 — 50,822 Other long-term liabilities 29,772 189,189 4,145 — 223,106 Total liabilities 26,448,043 26,324,409 5,952,258 (54,755,758 ) 3,968,952 Commitments and contingencies Equity: Member’s equity 2,349,357 1,720,206 362,598 (2,082,804 ) 2,349,357 Retained earnings / (accumulated deficit) 167,868 (1,709,693 ) 61,418 1,648,275 167,868 Accumulated other comprehensive (loss) income (25,311 ) (8,236 ) — 8,236 (25,311 ) Total PBF Holding Company LLC equity 2,491,914 2,277 424,016 (426,293 ) 2,491,914 Noncontrolling interest 12,893 12,893 — (12,893 ) 12,893 Total equity 2,504,807 15,170 424,016 (439,186 ) 2,504,807 Total liabilities and equity $ 28,952,850 $ 26,339,579 $ 6,376,274 $ (55,194,944 ) $ 6,473,759 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) December 31, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 530,085 $ 56,717 $ 41,366 $ (1,463 ) $ 626,705 Accounts receivable 599,147 7,999 8,735 — 615,881 Accounts receivable - affiliate 2,432 4,504 695 — 7,631 Inventories 1,680,058 — 183,502 — 1,863,560 Prepaid expense and other current assets 27,443 12,933 160 — 40,536 Due from related parties 24,141,120 21,883,569 4,692,799 (50,717,488 ) — Total current assets 26,980,285 21,965,722 4,927,257 (50,718,951 ) 3,154,313 Property, plant and equipment, net 33,772 2,452,877 242,050 — 2,728,699 Investment in subsidiaries 705,034 440,377 — (1,145,411 ) — Investment in equity method investee — — 179,882 — 179,882 Deferred charges and other assets, net 12,317 491,673 13 — 504,003 Total assets $ 27,731,408 $ 25,350,649 $ 5,349,202 $ (51,864,362 ) $ 6,566,897 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 360,260 $ 157,277 $ 14,291 $ (1,463 ) $ 530,365 Accounts payable - affiliate 37,077 786 — — 37,863 Accrued expenses 1,094,581 201,935 166,213 — 1,462,729 Deferred revenue 10,901 1,438 1 — 12,340 Due to related parties 22,027,065 24,031,520 4,658,903 (50,717,488 ) — Total current liabilities 23,529,884 24,392,956 4,839,408 (50,718,951 ) 2,043,297 Long-term debt 1,496,085 45,908 34,566 — 1,576,559 Affiliate notes payable 86,298 — — — 86,298 Deferred tax liabilities — — 45,699 — 45,699 Other long-term liabilities 30,208 192,204 3,699 — 226,111 Total liabilities 25,142,475 24,631,068 4,923,372 (50,718,951 ) 3,977,964 Commitments and contingencies Equity: Member’s equity 2,155,863 1,714,997 374,067 (2,089,064 ) 2,155,863 Retained earnings / (accumulated deficit) 446,519 (999,693 ) 51,763 947,930 446,519 Accumulated other comprehensive (loss) income (25,962 ) (8,236 ) — 8,236 (25,962 ) Total PBF Holding Company LLC equity 2,576,420 707,068 425,830 (1,132,898 ) 2,576,420 Noncontrolling interest 12,513 12,513 — (12,513 ) 12,513 Total equity 2,588,933 719,581 425,830 (1,145,411 ) 2,588,933 Total liabilities and equity $ 27,731,408 $ 25,350,649 $ 5,349,202 $ (51,864,362 ) $ 6,566,897 CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Three Months Ended June 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 4,928,464 $ 134,566 $ 512,262 $ (562,041 ) $ 5,013,251 Cost and expenses: Cost of products and other 4,703,574 32,288 489,012 (562,041 ) 4,662,833 Operating expenses (excluding depreciation) (326 ) 389,889 9,007 — 398,570 General and administrative expenses 28,843 6,286 (209 ) — 34,920 Equity (income) loss in investee — — (3,820 ) — (3,820 ) Loss on sale of assets — 29 — — 29 Depreciation and amortization expense 6,019 55,077 1,897 — 62,993 4,738,110 483,569 495,887 (562,041 ) 5,155,525 Income (loss) from operations 190,354 (349,003 ) 16,375 — (142,274 ) Other income (expenses): Equity in earnings (loss) of subsidiaries (338,171 ) 1,442 — 336,729 — Change in fair value of catalyst leases — 1,104 — — 1,104 Debt extinguishment costs (25,451 ) — — — (25,451 ) Interest expense, net (32,108 ) (480 ) (269 ) — (32,857 ) Income (loss) before income taxes (205,376 ) (346,937 ) 16,106 336,729 (199,478 ) Income tax expense — — 5,898 — 5,898 Net income (loss) (205,376 ) (346,937 ) 10,208 336,729 (205,376 ) Less: net income attributable to noncontrolling interests 267 267 — (267 ) 267 Net income (loss) attributable to PBF Holding Company LLC $ (205,643 ) $ (347,204 ) $ 10,208 $ 336,996 $ (205,643 ) Comprehensive income (loss) attributable to PBF Holding Company LLC $ (205,313 ) $ (347,204 ) $ 10,208 $ 336,996 $ (205,313 ) 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Three Months Ended June 30, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 3,834,460 $ 95,163 $ 339,721 $ (413,571 ) $ 3,855,773 Cost and expenses: Cost of products and other 3,300,539 39,483 358,297 (413,571 ) 3,284,748 Operating expenses (excluding depreciation) (28 ) 268,608 2,959 — 271,539 General and administrative expenses 28,609 9,209 273 — 38,091 Loss on sale of assets — 24 3,198 — 3,222 Depreciation and amortization expense 1,379 45,780 1,760 — 48,919 3,330,499 363,104 366,487 (413,571 ) 3,646,519 Income (loss) from operations 503,961 (267,941 ) (26,766 ) — 209,254 Other income (expenses): Equity in earnings (loss) of subsidiaries (292,212 ) — — 292,212 — Change in fair value of catalyst leases — (1,748 ) — — (1,748 ) Interest expense, net (30,245 ) (484 ) (550 ) — (31,279 ) Income (loss) before income taxes 181,504 (270,173 ) (27,316 ) 292,212 176,227 Income tax benefit — — (5,277 ) — (5,277 ) Net income (loss) 181,504 (270,173 ) (22,039 ) 292,212 181,504 Less: net income attributable to noncontrolling interests 90 90 — (90 ) 90 Net income (loss) attributable to PBF Holding Company LLC $ 181,414 $ (270,263 ) $ (22,039 ) $ 292,302 $ 181,414 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 181,829 $ (270,263 ) $ (22,039 ) $ 292,302 $ 181,829 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Six Months Ended June 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 9,654,243 $ 760,335 $ 1,042,167 $ (1,693,296 ) $ 9,763,449 Cost and expenses: Cost of products and other 9,064,194 530,062 1,013,627 (1,693,296 ) 8,914,587 Operating expenses (excluding depreciation) (331 ) 819,419 16,335 — 835,423 General and administrative expenses 62,538 13,451 (590 ) — 75,399 Equity (income) loss in investee — — (7,419 ) — (7,419 ) Loss on sale of assets — 912 — — 912 Depreciation and amortization expense 7,781 107,124 3,778 — 118,683 9,134,182 1,470,968 1,025,731 (1,693,296 ) 9,937,585 Income (loss) from operations 520,061 (710,633 ) 16,436 — (174,136 ) Other income (expenses): Equity in earnings (loss) of subsidiaries (703,300 ) 3,335 — 699,965 — Change in fair value of catalyst leases — (1,484 ) — — (1,484 ) Debt extinguishment costs (25,451 ) — — — (25,451 ) Interest expense, net (62,226 ) (838 ) (449 ) — (63,513 ) Income (loss) before income taxes (270,916 ) (709,620 ) 15,987 699,965 (264,584 ) Income tax expense — — 6,332 — 6,332 Net income (loss) (270,916 ) (709,620 ) 9,655 699,965 (270,916 ) Less: net income attributable to noncontrolling interests 380 380 — (380 ) 380 Net income (loss) attributable to PBF Holding Company LLC $ (271,296 ) $ (710,000 ) $ 9,655 $ 700,345 $ (271,296 ) Comprehensive income (loss) attributable to PBF Holding Company LLC $ (270,645 ) $ (710,000 ) $ 9,655 $ 700,345 $ (270,645 ) 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE IN |