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. 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 and T&M Terminal Company 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 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 investments in its subsidiaries and the Guarantor Subsidiaries’ investments in its subsidiaries are accounted for under the equity method of accounting. . 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 Current portion of long-term debt — — — — — 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 Intercompany notes payable 470,047 — — — 470,047 Deferred tax liability — — 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 22. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONSOLIDATING BALANCE SHEET 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 5,899 292,990 1,500 — 300,389 Total assets $ 20,075,456 $ 21,252,546 $ 1,860,183 $ (39,174,423 ) $ 4,013,762 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 639,579 36,451 36,191 — 712,221 Intercompany notes payable 122,264 — — — 122,264 Other long-term liabilities 22,206 40,546 — — 62,752 Total liabilities 18,444,940 18,779,962 1,763,131 (36,604,787 ) 2,383,246 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 (26,876 ) (8,388 ) — 8,388 (26,876 ) Total PBF Holding Company LLC equity 1,630,516 2,472,584 97,052 (2,569,636 ) 1,630,516 Noncontrolling interest — — — — — Total equity 1,630,516 2,472,584 97,052 (2,569,636 ) 1,630,516 Total liabilities and equity $ 20,075,456 $ 21,252,546 $ 1,860,183 $ (39,174,423 ) $ 4,013,762 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 and expenses: 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 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 (benefit) — — 648 — 648 Net income (loss) 187,942 (1,228,631 ) 73,563 1,154,420 187,294 Less net 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 and expenses: 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) loss on sale of asset (277 ) — (618 ) — (895 ) Depreciation and amortization expense 13,583 164,525 888 — 178,996 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 (loss) 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 (benefit) — — — — — 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 22. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME Year Ended December 31, 2013 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 16,190,178 $ 7,641,498 $ — $ (4,680,221 ) $ 19,151,455 Costs and expenses: Cost of sales, excluding depreciation 16,486,851 5,996,684 — (4,680,221 ) 17,803,314 Operating expenses, excluding depreciation (482 ) 813,134 — — 812,652 General and administrative expenses 82,284 13,510 — — 95,794 Gain on sale of assets (388 ) 205 — — (183 ) Depreciation and amortization expense 12,856 98,623 — — 111,479 16,581,121 6,922,156 — (4,680,221 ) 18,823,056 (Loss) income from operations (390,943 ) 719,342 — — 328,399 Other income (expense): Equity in earnings (loss) of subsidiaries 722,673 — — (722,673 ) — Change in fair value of contingent consideration — — — — — Change in fair value of catalyst lease — 4,691 — — 4,691 Interest expense, net (92,854 ) (1,360 ) — — (94,214 ) Income (loss) before income taxes 238,876 722,673 — (722,673 ) 238,876 Income tax expense (benefit) — — — — — Net income (loss) 238,876 722,673 — (722,673 ) 238,876 Less net income attributable to noncontrolling interests — — — — — Net income (loss) attributable to PBF Holding Company LLC $ 238,876 $ 722,673 $ — $ (722,673 ) $ 238,876 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 233,279 $ 724,930 $ — $ (724,930 ) $ 233,279 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 costs 7,576 19,406 — — 26,982 Gain on disposition of property, plant and equipment (249 ) (105 ) (650 ) — (1,004 ) Equity in earnings of subsidiaries 1,154,420 — — (1,154,420 ) — Changes in current assets and current liabilities: Accounts receivable 87,689 16,124 (6,177 ) — 97,636 Amounts due to/from related parties (1,018,176 ) 1,133,364 (103,084 ) — 12,104 Inventories (108,751 ) (116,074 ) (47,067 ) — (271,892 ) 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 Chalemtte refinery, net of cash received from sale of assets (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 ) 22. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONSOLIDATING STATEMENT OF CASH FLOW (Continued) 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 form 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 Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating 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 Gain on disposition of property, plant and equipment (277 ) — (618 ) — (895 ) Pension and other post retirement benefit cost 6,426 16,174 — — 22,600 Equity in earnings of subsidiaries 1,131,321 — — (1,131,321 ) — Changes in current assets and current liabilities: Accounts receivable 69,887 (17,976 ) (6,533 ) — 45,378 Amounts due to/from related parties (1,227,851 ) 1,328,439 (92,181 ) — 8,407 Inventories (259,352 ) 20,711 (155,390 ) — (394,031 ) 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 refinery turnarounds costs — (137,688 ) — — (137,688 ) Expenditures for other assets — (17,255 ) — — (17,255 ) Investment in 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: Proceeds from member's capital contributions 328,664 — 44,346 (44,346 ) 328,664 Distributions to members (361,352 ) — — — (361,352 ) Proceeds from intercompany 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 Repayments 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 22. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONSOLIDATING STATEMENT OF CASH FLOW Year Ended December 31, 2013 Issuer Guarantors Subsidiaries Non-Guarantors Subsidiaries Combining and Consolidated Adjustments Total Cash flows from operating activities: Net income $ 238,876 $ 722,673 $ — $ (722,673 ) $ 238,876 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 19,296 98,705 — — 118,001 Stock-based compensation — 3,753 — — 3,753 Change in fair value of catalyst lease obligation — (4,691 ) — — (4,691 ) Non-cash change in inventory repurchase obligations — (20,492 ) — — (20,492 ) Pension and other post retirement benefit costs 4,575 12,153 — — 16,728 Gain on disposition of property, plant and equipment (388 ) 205 — — (183 ) Equity in earnings of subsidiaries (722,673 ) — — 722,673 — Changes in operating assets and liabilities: Accounts receivable (281,386 ) 188,535 — — (92,851 ) Amounts due to/from related parties 626,623 (611,902 ) — — 14,721 Inventories (153,782 ) 199,773 — — 45,991 Other current assets (40,416 ) (2,039 ) — — (42,455 ) Accounts payable 109,988 (67,752 ) — — 42,236 Accrued expenses 222,194 (7,377 ) — — 214,817 Deferred revenue 7,766 (210,543 ) — — (202,777 ) Other assets and liabilities (1,140 ) (19,263 ) — — (20,403 ) Net cash provided by operating activities 29,533 281,738 — — 311,271 Cash flows from investing activities: Expenditures for property, plant and equipment (127,653 ) (190,741 ) — — (318,394 ) Expenditures for refinery turnarounds costs — (64,616 ) — — (64,616 ) Expenditures for other assets — (32,692 ) — — (32,692 ) Proceeds from sale of assets 102,428 — — — 102,428 Net cash used in investing activities (25,225 ) (288,049 ) — — (313,274 ) Cash flows from financing activities: Proceeds from revolver borrowings 1,450,000 — — — 1,450,000 Proceeds from intercompany notes payable 31,835 — — — 31,835 Proceeds from member's capital contributions — 1,757 — — 1,757 Proceeds from catalyst lease — 14,337 — — 14,337 Distributions to members (215,846 ) — — — (215,846 ) Repayments of revolver borrowings (1,435,000 ) — — — (1,435,000 ) Payment of contingent consideration related to acquisition of Toledo Refinery — (21,357 ) — — (21,357 ) Deferred financing costs and other (1,044 ) — — — (1,044 ) Net cash used in financing activities (170,055 ) (5,263 ) — — (175,318 ) Net increase (decrease) in cash and cash equivalents (165,747 ) (11,574 ) — — (177,321 ) Cash and equivalents, beginning of period 241,926 12,365 — — 254,291 Cash and equivalents, end of period $ 76,179 $ 791 $ — $ — $ 76,970 |