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 |