CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS | CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING As of September 30, 2016 , 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, TVPC 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 CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) September 30, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 456,179 $ 20,531 $ 44,534 $ (1,869 ) $ 519,375 Accounts receivable 636,625 7,362 5,670 — 649,657 Accounts receivable - affiliate 21 — 3,020 — 3,041 Inventories 1,640,072 — 205,523 — 1,845,595 Prepaid expense and other current assets 30,573 22,026 2,491 — 55,090 Due from related parties 23,111,940 21,567,312 4,215,051 (48,894,303 ) — Total current assets 25,875,410 21,617,231 4,476,289 (48,896,172 ) 3,072,758 Property, plant and equipment, net 34,647 2,303,359 321,377 — 2,659,383 Investment in subsidiaries 1,072,153 605,169 — (1,677,322 ) — Investment in equity method investee — — 176,267 — 176,267 Deferred charges and other assets, net 31,696 416,062 1,513 — 449,271 Total assets $ 27,013,906 $ 24,941,821 $ 4,975,446 $ (50,573,494 ) $ 6,357,679 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 234,062 $ 133,195 $ 2,441 $ (1,869 ) $ 367,829 Accounts payable - affiliate 31,746 — — — 31,746 Accrued expenses 1,240,409 160,036 121,043 — 1,521,488 Deferred tax liabilities — — 27,989 — 27,989 Deferred revenue 10,602 — 1,470 — 12,072 Due to related parties 21,414,670 23,247,282 4,232,351 (48,894,303 ) — Total current liabilities 22,931,489 23,540,513 4,385,294 (48,896,172 ) 1,961,124 Delaware Economic Development Authority loan — 4,000 — — 4,000 Long-term debt 1,694,390 44,219 55,758 — 1,794,367 Affiliate notes payable 470,165 — — — 470,165 Deferred tax liabilities — — 25,721 — 25,721 Other long-term liabilities 29,195 176,821 7,619 — 213,635 Total liabilities 25,125,239 23,765,553 4,474,392 (48,896,172 ) 4,469,012 Commitments and contingencies Equity: Member's equity 1,494,477 1,733,830 433,421 (2,167,251 ) 1,494,477 Retained earnings (accumulated deficit) 404,777 (562,045 ) 67,633 494,412 404,777 Accumulated other comprehensive (loss) income (23,307 ) (8,237 ) — 8,237 (23,307 ) Total PBF Holding Company LLC equity 1,875,947 1,163,548 501,054 (1,664,602 ) 1,875,947 Noncontrolling interest 12,720 12,720 — (12,720 ) 12,720 Total equity 1,888,667 1,176,268 501,054 (1,677,322 ) 1,888,667 Total liabilities and equity $ 27,013,906 $ 24,941,821 $ 4,975,446 $ (50,573,494 ) $ 6,357,679 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) 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 ) — Investment in equity method investee — — — — — 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 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 (accumulated deficit) 349,654 502,788 126,270 (629,058 ) 349,654 Accumulated other comprehensive (loss) income (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 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Three Months Ended September 30, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 4,488,925 $ 441,554 $ 345,215 $ (767,081 ) $ 4,508,613 Costs and expenses Cost of sales, excluding depreciation 3,914,018 428,587 328,734 (767,081 ) 3,904,258 Operating expenses, excluding depreciation 25 385,761 18,259 — 404,045 General and administrative expenses 34,820 4,312 780 — 39,912 Equity (income) loss in investee — — (1,621 ) — (1,621 ) Loss (gain) on sale of assets 2,418 73 5,668 — 8,159 Depreciation and amortization expense 1,341 47,472 3,865 — 52,678 3,952,622 866,205 355,685 (767,081 ) 4,407,431 Income (loss) from operations 536,303 (424,651 ) (10,470 ) — 101,182 Other income (expense) Equity in (loss) earnings of subsidiaries (438,249 ) — — 438,249 — Change in fair value of catalyst lease — 77 — — 77 Interest expense, net (32,982 ) (447 ) (467 ) — (33,896 ) Net income (loss) before income taxes 65,072 (425,021 ) (10,937 ) 438,249 67,363 Income tax (benefit) expense — — 2,291 — 2,291 Net income (loss) 65,072 (425,021 ) (13,228 ) 438,249 65,072 Less: net income (loss) attributable to noncontrolling interest 45 45 — (45 ) 45 Net income (loss) attributable to PBF Holding Company LLC $ 65,027 $ (425,066 ) $ (13,228 ) $ 438,294 $ 65,027 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 65,453 $ (425,066 ) $ (13,228 ) $ 438,294 $ 65,453 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Three Months Ended September 30, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 3,215,163 $ 132,000 $ 422,306 $ (551,829 ) $ 3,217,640 Costs and expenses Cost of sales, excluding depreciation 2,843,303 176,823 390,112 (551,829 ) 2,858,409 Operating expenses, excluding depreciation (95 ) 200,384 (275 ) — 200,014 General and administrative expenses 40,002 6,827 973 — 47,802 Equity (income) loss in investee — — — — — Gain on sale of assets (70 ) 1 (73 ) — (142 ) Depreciation and amortization expense 2,117 43,820 547 — 46,484 2,885,257 427,855 391,284 (551,829 ) 3,152,567 Income (loss) from operations 329,906 (295,855 ) 31,022 — 65,073 Other income (expense) Equity in (loss) earnings of subsidiaries (262,000 ) — — 262,000 — Change in fair value of catalyst lease — 4,994 — — 4,994 Interest expense, net (19,727 ) (1,277 ) (884 ) — (21,888 ) Net income (loss) before income taxes 48,179 (292,138 ) 30,138 262,000 48,179 Income taxes expense — — — — — Net income (loss) 48,179 (292,138 ) 30,138 262,000 48,179 Less: net income attributable to noncontrolling interest — — — — — Net income (loss) attributable to PBF Holding Company LLC $ 48,179 $ (292,138 ) $ 30,138 $ 262,000 $ 48,179 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 48,698 $ (292,138 ) $ 30,138 $ 262,000 $ 48,698 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Nine Months Ended September 30, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 11,119,301 $ 586,336 $ 1,005,656 $ (1,546,722 ) $ 11,164,571 Costs and expenses Cost of sales, excluding depreciation 9,653,945 532,040 995,726 (1,546,722 ) 9,634,989 Operating expenses, excluding depreciation (375 ) 948,403 24,195 — 972,223 General and administrative expenses 92,126 20,372 (1,226 ) — 111,272 Equity (income) loss in investee — — (1,621 ) — (1,621 ) Loss on sale of assets 2,418 97 8,866 — 11,381 Depreciation and amortization expense 4,417 143,994 7,479 — 155,890 9,752,531 1,644,906 1,033,419 (1,546,722 ) 10,884,134 Income (loss) from operations 1,366,770 (1,058,570 ) (27,763 ) — 280,437 Other income (expense) Equity in (loss) earnings of subsidiaries (1,123,054 ) — — 1,123,054 — Change in fair value of catalyst lease — (4,556 ) — — (4,556 ) Interest expense, net (95,568 ) (1,289 ) (1,589 ) — (98,446 ) Net income (loss) before income taxes 148,148 (1,064,415 ) (29,352 ) 1,123,054 177,435 Income taxes expense — — 29,287 — 29,287 Net income (loss) 148,148 (1,064,415 ) (58,639 ) 1,123,054 148,148 Less: net income attributable to noncontrolling interest 438 438 — (438 ) 438 Net income (loss) attributable to PBF Holding Company LLC $ 147,710 $ (1,064,853 ) $ (58,639 ) $ 1,123,492 $ 147,710 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 149,173 $ (1,064,853 ) $ (58,639 ) $ 1,123,492 $ 149,173 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Nine Months Ended September 30, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 9,737,169 $ 668,576 $ 1,250,957 $ (1,893,262 ) $ 9,763,440 Costs and expenses Cost of sales, excluding depreciation 8,370,720 749,706 1,187,259 (1,893,262 ) 8,414,423 Operating expenses, excluding depreciation (3,814 ) 629,846 (490 ) — 625,542 General and administrative expenses 98,330 15,987 1,798 — 116,115 Equity (income) loss in investee — — — — — Gain on sale of assets (251 ) (232 ) (650 ) — (1,133 ) Depreciation and amortization expense 7,664 130,496 1,597 — 139,757 8,472,649 1,525,803 1,189,514 (1,893,262 ) 9,294,704 Income (loss) from operations 1,264,520 (857,227 ) 61,443 — 468,736 Other income (expense) Equity in earnings (loss) of subsidiaries (793,606 ) — — 793,606 — Change in fair value of catalyst lease — 8,982 — — 8,982 Interest expense, net (59,111 ) (4,342 ) (2,462 ) — (65,915 ) Net income (loss) before income taxes 411,803 (852,587 ) 58,981 793,606 411,803 Income taxes expense — — — — — Net income (loss) 411,803 (852,587 ) 58,981 793,606 411,803 Less: net income attributable to noncontrolling interest — — — — — Net income (loss) attributable to PBF Holding Company LLC $ 411,803 $ (852,587 ) $ 58,981 $ 793,606 $ 411,803 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 413,118 $ (852,587 ) $ 58,981 $ 793,606 $ 413,118 CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (UNAUDITED) Nine Months Ended September 30, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 148,148 $ (1,064,415 ) $ (58,639 ) $ 1,123,054 $ 148,148 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 10,828 144,011 7,726 — 162,565 Stock-based compensation — 12,658 — — 12,658 Change in fair value of catalyst lease obligations — 4,556 — — 4,556 Deferred income taxes — — 27,813 — 27,813 Change in non-cash lower of cost or market inventory adjustment (320,833 ) — — — (320,833 ) Non-cash change in inventory repurchase obligations 29,317 — — — 29,317 Pension and other post retirement benefit costs 5,249 20,645 — — 25,894 Loss (gain) on sale of assets 2,418 97 8,866 — 11,381 Equity in earnings of subsidiaries 1,123,054 — — (1,123,054 ) — Equity (income) loss in investee — — (1,621 ) — (1,621 ) Changes in current assets and current liabilities: Accounts receivable (205,816 ) 3,695 7,223 — (194,898 ) Due to/from affiliates (1,624,741 ) 1,588,690 44,245 — 8,194 Inventories 56,792 — (2,740 ) — 54,052 Prepaid expenses and other current assets (6,330 ) (11,768 ) (2,105 ) — (20,203 ) Accounts payable 37,074 16,943 (5,126 ) 1,406 50,297 Accrued expenses 661,974 (353,030 ) (897 ) — 308,047 Deferred revenue 6,559 — 1,470 — 8,029 Other assets and liabilities (7,573 ) (14,210 ) (97 ) — (21,880 ) Net cash (used in) provided by operating activities (83,880 ) 347,872 26,118 1,406 291,516 Cash flows from investing activities: Acquisition of Torrance refinery and related logistics assets (971,932 ) — — — (971,932 ) Expenditures for property, plant and equipment (16,244 ) (172,174 ) 675 — (187,743 ) Expenditures for deferred turnaround costs — (138,936 ) — — (138,936 ) Expenditures for other assets — (27,735 ) — — (27,735 ) Investment in subsidiaries 12,800 — — (12,800 ) — Chalmette Acquisition working capital settlement — (2,659 ) — — (2,659 ) Proceeds from sale of assets — — 13,030 — 13,030 Net cash provided by (used in) investing activities (975,376 ) (341,504 ) 13,705 (12,800 ) (1,315,975 ) Cash flows from financing activities: Proceeds from catalyst lease — 7,927 — — 7,927 Contributions from PBF LLC related to TVPC 175,000 — — — 175,000 Distribution to Parent — — (12,800 ) 12,800 — Distribution to members (92,503 ) — — — (92,503 ) Proceeds from affiliate notes payable 635 — — — 635 Repayments of affiliate notes payable (517 ) — — — (517 ) Proceeds from revolver borrowings 550,000 — — — 550,000 Repayments of Rail Facility revolver borrowings — — (11,457 ) — (11,457 ) Net cash provided by (used in) financing activities 632,615 7,927 (24,257 ) 12,800 629,085 Net increase in cash and cash equivalents (426,641 ) 14,295 15,566 1,406 (395,374 ) Cash and cash equivalents, beginning of period 882,820 6,236 28,968 (3,275 ) 914,749 Cash and cash equivalents, end of period $ 456,179 $ 20,531 $ 44,534 $ (1,869 ) $ 519,375 14. 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 from 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 ) Non-cash change in inventory repurchase obligations — 53,370 — — 53,370 Change in non-cash lower of cost of market inventory adjustment (2,091 ) 83,238 — — 81,147 Pension and other post retirement benefit costs 5,769 13,571 — — 19,340 Equity income in investee — — — — — Gain on sale of assets (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 refinery turnarounds 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 provided by (used in) 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 ) — Distributions to Parent — — (10,000 ) 10,000 — Proceeds from affiliate notes payable 29,773 — — — 29,773 Proceeds from Rail Facility revolver borrowings — — 102,075 — 102,075 Repayments of Rail Facility revolver borrowing — — (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 cash equivalents, beginning of period 185,381 704 34,334 (2,016 ) 218,403 Cash and cash equivalents, end of period $ 361,037 $ 3 $ 10,231 $ (1,850 ) $ 369,421 |