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) September 30, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 361,037 $ 3 $ 10,231 $ (1,850 ) $ 369,421 Accounts receivable 369,071 18,649 7,904 — 395,624 Accounts receivable - affiliate 802 2,497 — — 3,299 Inventories 547,225 376,182 177,775 — 1,101,182 Prepaid expense and other current assets 44,940 10,212 — — 55,152 Due from related parties 19,279,650 20,178,357 2,867,690 (42,325,697 ) — Total current assets 20,602,725 20,585,900 3,063,600 (42,327,547 ) 1,924,678 Property, plant and equipment, net 21,630 1,692,834 100,043 — 1,814,507 Investment in subsidiaries 1,757,810 — — (1,757,810 ) — Deferred charges and other assets, net 33,906 265,963 2,062 — 301,931 Total assets $ 22,416,071 $ 22,544,697 $ 3,165,705 $ (44,085,357 ) $ 4,041,116 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 121,933 $ 92,332 $ 19 $ (1,850 ) $ 212,434 Accounts payable - affiliate 24,272 — — — 24,272 Accrued expenses 536,121 430,464 82,652 — 1,049,237 Deferred revenue 4,174 — — — 4,174 Due to related parties 19,118,950 20,342,238 2,864,509 (42,325,697 ) — Total current liabilities 19,805,450 20,865,034 2,947,180 (42,327,547 ) 1,290,117 Delaware Economic Development Authority loan — 8,000 — — 8,000 Long-term debt 669,354 27,577 67,491 — 764,422 Intercompany notes payable 152,037 — — — 152,037 Other long-term liabilities 25,771 37,310 — — 63,081 Total liabilities 20,652,612 20,937,921 3,014,671 (42,327,547 ) 2,277,657 Commitments and contingencies Equity: Member's equity 1,131,992 736,016 39,346 (775,362 ) 1,131,992 Retained earnings (accumulated deficit) 657,028 879,148 111,688 (990,836 ) 657,028 Accumulated other comprehensive (loss) income (25,561 ) (8,388 ) — 8,388 (25,561 ) Total equity 1,763,459 1,606,776 151,034 (1,757,810 ) 1,763,459 Total liabilities and equity $ 22,416,071 $ 22,544,697 $ 3,165,705 $ (44,085,357 ) $ 4,041,116 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 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 (accumulated deficit) 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) Nine Months Ended September 30, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 411,803 $ (852,587 ) $ 58,981 $ 793,606 $ 411,803 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 13,085 130,513 2,377 — 145,975 Stock-based compensation — 6,329 — — 6,329 Change in fair value of catalyst lease obligations — (8,982 ) — — (8,982 ) Change in non-cash lower of cost or market inventory adjustment (2,091 ) 83,238 — — 81,147 Non-cash change in inventory repurchase obligations — 53,370 — — 53,370 Pension and other post retirement benefit costs 5,769 13,571 — — 19,340 Gain on disposition of property, plant and equipment (251 ) (232 ) (650 ) — (1,133 ) Equity in earnings of subsidiaries 793,606 — — (793,606 ) — Changes in current assets and current liabilities: Accounts receivable 149,427 7,589 (1,371 ) — 155,645 Due to/from affiliates (729,595 ) 818,461 (76,300 ) — 12,566 Inventories (34,187 ) (54,258 ) (22,385 ) — (110,830 ) Prepaid expenses and other current assets (17,976 ) (5,019 ) — — (22,995 ) Accounts payable (113,856 ) (654 ) (8,404 ) 166 (122,748 ) Accrued expenses (206,906 ) (27,197 ) (108,678 ) — (342,781 ) Deferred revenue 2,947 — — — 2,947 Other assets and liabilities (3,430 ) (18,276 ) (178 ) — (21,884 ) Net cash provided by (used in) operating activities 268,345 145,866 (156,608 ) 166 257,769 Cash flows from investing activities: Expenditures for property, plant and equipment (188,364 ) (99,567 ) — — (287,931 ) Expenditures for deferred turnaround costs — (39,725 ) — — (39,725 ) Expenditures for other assets — (7,275 ) — — (7,275 ) Investment in subsidiaries 5,000 — — (5,000 ) — Proceeds from sale of assets 60,902 — 107,368 — 168,270 Net cash (used in) provided by investing activities (122,462 ) (146,567 ) 107,368 (5,000 ) (166,661 ) 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 29,773 — — — 29,773 Proceeds from Rail Facility revolver borrowings — — 102,075 — 102,075 Repayments of Rail Facility revolver borrowings — — (71,938 ) — (71,938 ) Net cash provided by financing activities 29,773 — 25,137 5,000 59,910 Net increase (decrease) in cash and cash equivalents 175,656 (701 ) (24,103 ) 166 151,018 Cash and equivalents, beginning of period 185,381 704 34,334 (2,016 ) 218,403 Cash and equivalents, end of period $ 361,037 $ 3 $ 10,231 $ (1,850 ) $ 369,421 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (UNAUDITED) Nine Months Ended September 30, 2014 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 538,783 $ (818,711 ) $ 7,287 $ 811,424 $ 538,783 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 15,123 125,053 687 — 140,863 Stock-based compensation — 4,725 — — 4,725 Change in fair value of catalyst lease obligations — (1,204 ) — — (1,204 ) Non-cash change in inventory repurchase obligations — (31,602 ) — — (31,602 ) Pension and other post retirement benefit costs 4,607 11,855 — — 16,462 (Gain) loss on disposition of property, plant and equipment (186 ) 24 — — (162 ) Equity in earnings of subsidiaries 811,424 — — (811,424 ) — Changes in current assets and current liabilities: Accounts receivable (69,105 ) (776 ) (31,871 ) — (101,752 ) Due to/from affiliates (890,671 ) 947,290 (52,621 ) — 3,998 Inventories (322,231 ) 24,320 (80,627 ) — (378,538 ) Prepaid expenses and other current assets 25,583 29 — — 25,612 Accounts payable (76,856 ) (20,905 ) 24,171 (2,418 ) (76,008 ) Accrued expenses 133,070 (2,376 ) 137,955 — 268,649 Deferred revenue (6,017 ) — — — (6,017 ) Other assets and liabilities (1,851 ) (13,889 ) — — (15,740 ) Net cash provided by (used in) operating activities 161,673 223,833 4,981 (2,418 ) 388,069 Cash flows from investing activities: Expenditures for property, plant and equipment (44,993 ) (152,755 ) (55,706 ) — (253,454 ) Expenditures for refinery turnarounds costs — (58,423 ) — — (58,423 ) Expenditures for other assets — (13,446 ) — — (13,446 ) Investment in subsidiaries (22,990 ) — — 22,990 — Proceeds from sale of assets 74,343 — — — 74,343 Net cash provided by (used in) investing activities 6,360 (224,624 ) (55,706 ) 22,990 (250,980 ) Cash flows from financing activities: Proceeds from members' capital contributions 328,664 — 22,990 (22,990 ) 328,664 Distributions to members (283,680 ) — — — (283,680 ) Proceeds from intercompany notes payable 90,761 — — — 90,761 Proceeds from Rail Facility revolver borrowings — — 35,925 — 35,925 Proceeds from revolver borrowings 395,000 — — — 395,000 Repayments of revolver borrowings (410,000 ) — — — (410,000 ) Deferred financing costs and other (7,164 ) — (3,218 ) — (10,382 ) Net cash provided by (used in) financing activities 113,581 — 55,697 (22,990 ) 146,288 Net increase (decrease) in cash and cash equivalents 281,614 (791 ) 4,972 (2,418 ) 283,377 Cash and equivalents, beginning of period 76,179 791 — — 76,970 Cash and equivalents, end of period $ 357,793 $ — $ 4,972 $ (2,418 ) $ 360,347 |