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, 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 International Inc., PBF Energy Limited, PBF Transportation Company LLC, PBF Rail Logistics Company LLC, Chalmette 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. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) September 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 200,136 $ 9,124 $ 32,485 $ — $ 241,745 Accounts receivable 718,960 9,781 46,166 — 774,907 Accounts receivable - affiliate 1,392 17,946 600 — 19,938 Affiliate notes receivable — 11,600 — — 11,600 Inventories 2,064,678 — 246,014 — 2,310,692 Prepaid expense and other current assets 23,245 21,194 — — 44,439 Due from related parties 27,591,736 22,923,564 6,144,950 (56,660,250 ) — Total current assets 30,600,147 22,993,209 6,470,215 (56,660,250 ) 3,403,321 Property, plant and equipment, net 23,884 2,543,193 238,072 — 2,805,149 Investment in subsidiaries — 429,035 — (429,035 ) — Investment in equity method investee — — 172,752 — 172,752 Deferred charges and other assets, net 27,934 773,447 34 — 801,415 Total assets $ 30,651,965 $ 26,738,884 $ 6,881,073 $ (57,089,285 ) $ 7,182,637 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 310,158 $ 112,773 $ 18,552 $ — $ 441,483 Accounts payable - affiliate 34,815 1,327 (97 ) — 36,045 Accrued expenses 1,467,974 125,490 216,107 — 1,809,571 Deferred revenue 3,214 74 8 — 3,296 Due to related parties 23,949,841 26,558,885 6,151,524 (56,660,250 ) — Notes payable — 6,831 — — 6,831 Total current liabilities 25,766,002 26,805,380 6,386,094 (56,660,250 ) 2,297,226 Long-term debt 1,548,591 46,938 29,672 — 1,625,201 Deferred tax liabilities — — 46,340 — 46,340 Other long-term liabilities 27,906 181,293 4,145 — 213,344 Investment in subsidiaries 308,940 — — (308,940 ) — Total liabilities 27,651,439 27,033,611 6,466,251 (56,969,190 ) 4,182,111 Commitments and contingencies (Note 9) Equity: Member’s equity 2,352,772 1,723,480 357,332 (2,080,812 ) 2,352,772 Retained earnings / (accumulated deficit) 659,891 (2,022,858 ) 57,490 1,965,368 659,891 Accumulated other comprehensive loss (25,024 ) (8,236 ) — 8,236 (25,024 ) Total PBF Holding Company LLC equity 2,987,639 (307,614 ) 414,822 (107,208 ) 2,987,639 Noncontrolling interest 12,887 12,887 — (12,887 ) 12,887 Total equity 3,000,526 (294,727 ) 414,822 (120,095 ) 3,000,526 Total liabilities and equity $ 30,651,965 $ 26,738,884 $ 6,881,073 $ (57,089,285 ) $ 7,182,637 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 (Note 9) 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 (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 CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Three Months Ended September 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 5,410,245 $ 223,582 $ 536,386 $ (694,397 ) $ 5,475,816 Cost and expenses: Cost of products and other 4,483,164 85,031 538,011 (694,397 ) 4,411,809 Operating expenses (excluding depreciation and amortization expense as reflected below) 289 380,951 8,351 — 389,591 Depreciation and amortization expense — 68,419 1,919 — 70,338 Cost of sales 4,483,453 534,401 548,281 (694,397 ) 4,871,738 General and administrative expenses (excluding depreciation and amortization expense as reflected below) 49,880 4,959 (146 ) — 54,693 Depreciation and amortization expense 2,572 — — — 2,572 Equity income in investee — — (3,799 ) — (3,799 ) Loss on sale of assets — 28 — — 28 Total cost and expenses 4,535,905 539,388 544,336 (694,397 ) 4,925,232 Income (loss) from operations 874,340 (315,806 ) (7,950 ) — 550,584 Other income (expenses): Equity in earnings (loss) of subsidiaries (319,568 ) 2,467 — 317,101 — Change in fair value of catalyst leases — 473 — — 473 Debt extinguishment costs — — — — — Interest expense, net (28,692 ) (305 ) (272 ) — (29,269 ) Income (loss) before income taxes 526,080 (313,171 ) (8,222 ) 317,101 521,788 Income tax benefit — — (4,292 ) — (4,292 ) Net income (loss) 526,080 (313,171 ) (3,930 ) 317,101 526,080 Less: net loss attributable to noncontrolling interests (6 ) (6 ) — 6 (6 ) Net income (loss) attributable to PBF Holding Company LLC $ 526,086 $ (313,165 ) $ (3,930 ) $ 317,095 $ 526,086 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 526,373 $ (313,165 ) $ (3,930 ) $ 317,095 $ 526,373 14. CONDENSED 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 Cost and expenses: Cost of products and other 3,914,018 428,587 328,734 (767,081 ) 3,904,258 Operating expenses (excluding depreciation and amortization expense as reflected below) 25 385,761 18,259 — 404,045 Depreciation and amortization expense — 47,471 3,865 — 51,336 Cost of sales 3,914,043 861,819 350,858 (767,081 ) 4,359,639 General and administrative expenses (excluding depreciation and amortization expense as reflected below) 34,820 4,312 780 — 39,912 Depreciation and amortization expense 1,342 — — — 1,342 Equity income in investee — — (1,621 ) — (1,621 ) Loss on sale of assets 2,418 73 5,668 — 8,159 Total cost and expenses 3,952,623 866,204 355,685 (767,081 ) 4,407,431 Income (loss) from operations 536,302 (424,650 ) (10,470 ) — 101,182 Other income (expenses): Equity in earnings (loss) of subsidiaries (438,249 ) — — 438,249 — Change in fair value of catalyst leases — 77 — — 77 Interest expense, net (32,982 ) (447 ) (467 ) — (33,896 ) Income (loss) before income taxes 65,071 (425,020 ) (10,937 ) 438,249 67,363 Income tax expense — — 2,291 — 2,291 Net income (loss) 65,071 (425,020 ) (13,228 ) 438,249 65,072 Less: net income attributable to noncontrolling interests 45 45 — (45 ) 45 Net income (loss) attributable to PBF Holding Company LLC $ 65,026 $ (425,065 ) $ (13,228 ) $ 438,294 $ 65,027 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 65,452 $ (425,065 ) $ (13,228 ) $ 438,294 $ 65,453 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Nine Months Ended September 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 15,064,488 $ 983,917 $ 1,578,553 $ (2,387,693 ) $ 15,239,265 Cost and expenses: Cost of products and other 13,547,358 615,093 1,551,638 (2,387,693 ) 13,326,396 Operating expenses (excluding depreciation and amortization expense as reflected below) (42 ) 1,200,370 24,686 — 1,225,014 Depreciation and amortization expense — 175,543 5,695 — 181,238 Cost of sales 13,547,316 1,991,006 1,582,019 (2,387,693 ) 14,732,648 General and administrative expenses (excluding depreciation and amortization expense as reflected below) 112,418 18,410 (736 ) — 130,092 Depreciation and amortization expense 10,355 — — — 10,355 Equity income in investee — — (11,218 ) — (11,218 ) Loss on sale of assets — 940 — — 940 Total cost and expenses 13,670,089 2,010,356 1,570,065 (2,387,693 ) 14,862,817 Income (loss) from operations 1,394,399 (1,026,439 ) 8,488 — 376,448 Other income (expenses): Equity in earnings (loss) of subsidiaries (1,022,866 ) 5,802 — 1,017,064 — Change in fair value of catalyst leases (1,011 ) — — (1,011 ) Debt extinguishment costs (25,451 ) — — — (25,451 ) Interest expense, net (90,918 ) (1,143 ) (721 ) — (92,782 ) Income (loss) before income taxes 255,164 (1,022,791 ) 7,767 1,017,064 257,204 Income tax expense — — 2,040 — 2,040 Net income (loss) 255,164 (1,022,791 ) 5,727 1,017,064 255,164 Less: net income attributable to noncontrolling interests 374 374 — (374 ) 374 Net income (loss) attributable to PBF Holding Company LLC $ 254,790 $ (1,023,165 ) $ 5,727 $ 1,017,438 $ 254,790 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 255,728 $ (1,023,165 ) $ 5,727 $ 1,017,438 $ 255,728 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 Cost and expenses: Cost of products and other 9,653,945 532,040 995,726 (1,546,722 ) 9,634,989 Operating expenses (excluding depreciation and amortization expense as reflected below) (375 ) 948,403 24,195 — 972,223 Depreciation and amortization expense — 143,994 7,479 — 151,473 Cost of sales 9,653,570 1,624,437 1,027,400 (1,546,722 ) 10,758,685 General and administrative expenses (excluding depreciation and amortization expense as reflected below) 92,126 20,372 (1,226 ) — 111,272 Depreciation and amortization expense 4,417 — — — 4,417 Equity income in investee — — (1,621 ) — (1,621 ) Loss on sale of assets 2,418 97 8,866 — 11,381 Total cost and expenses 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 (expenses): Equity in earnings (loss) of subsidiaries (1,123,054 ) — — 1,123,054 — Change in fair value of catalyst leases — (4,556 ) — — (4,556 ) Interest expense, net (95,568 ) (1,289 ) (1,589 ) — (98,446 ) Income (loss) before income taxes 148,148 (1,064,415 ) (29,352 ) 1,123,054 177,435 Income tax 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 interests 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 CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (UNAUDITED) Nine Months Ended September 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 255,164 $ (1,022,791 ) $ 5,727 $ 1,017,064 $ 255,164 Adjustments to reconcile net income (loss) to net cash (used in) provided by operations: Depreciation and amortization 15,746 175,859 5,760 — 197,365 Stock-based compensation — 13,549 — — 13,549 Change in fair value of catalyst leases — 1,011 — — 1,011 Deferred income taxes — — 641 — 641 Non-cash lower of cost or market inventory adjustment (97,943 ) — — — (97,943 ) Non-cash change in inventory repurchase obligations (26,659 ) — — — (26,659 ) Debt extinguishment costs 25,451 — — — 25,451 Pension and other post-retirement benefit costs 4,956 26,726 — — 31,682 (Income) from equity method investee — (11,218 ) — (11,218 ) Distributions from equity method investee — — 16,897 — 16,897 Loss on sale of assets — 940 — — 940 Equity in earnings (loss) of subsidiaries 1,022,866 (5,802 ) — (1,017,064 ) — Changes in operating assets and liabilities: Accounts receivable (119,813 ) (1,782 ) (37,431 ) — (159,026 ) Due to/from affiliates (1,494,632 ) 1,451,846 40,468 — (2,318 ) Inventories (286,677 ) — (62,512 ) — (349,189 ) Prepaid expense and other current assets 4,200 (8,467 ) 160 — (4,107 ) Accounts payable (50,102 ) (58,691 ) 4,261 1,463 (103,069 ) Accrued expenses 365,132 (13,352 ) 49,894 — 401,674 Deferred revenue (7,687 ) (1,364 ) 7 — (9,044 ) Other assets and liabilities (14,472 ) (26,189 ) (16,726 ) — (57,387 ) Net cash (used in) provided by operations (404,470 ) 531,493 (4,072 ) 1,463 124,414 Cash flows from investing activities: Expenditures for property, plant and equipment (847 ) (210,076 ) (301 ) — (211,224 ) Expenditures for deferred turnaround costs — (341,598 ) — — (341,598 ) Expenditures for other assets — (31,096 ) — — (31,096 ) Equity method investment - return of capital — — 451 — 451 Due to/from affiliates (3,684 ) — — 3,684 — Net cash (used in) provided by investing activities (4,531 ) (582,770 ) 150 3,684 (583,467 ) Cash flows from financing activities: Contributions from PBF LLC 97,000 — — — 97,000 Distribution to members (39,315 ) — — — (39,315 ) Proceeds from 2025 7.25% Senior Notes 725,000 — — — 725,000 Cash paid to extinguish 2020 8.25% Senior Secured Notes (690,209 ) — — — (690,209 ) Repayments of PBF Rail Term Loan — — (4,959 ) — (4,959 ) Proceeds from revolver borrowings 490,000 — — — 490,000 Repayments of revolver borrowings (490,000 ) — — — (490,000 ) Due to/from affiliates — 3,684 — (3,684 ) — Deferred financing costs and other (13,424 ) — — — (13,424 ) Net cash provided by (used in) financing activities 79,052 3,684 (4,959 ) (3,684 ) 74,093 Net decrease in cash and cash equivalents (329,949 ) (47,593 ) (8,881 ) 1,463 (384,960 ) Cash and cash equivalents, beginning of period 530,085 56,717 41,366 (1,463 ) 626,705 Cash and cash equivalents, end of period $ 200,136 $ 9,124 $ 32,485 $ — $ 241,745 14. CONDENSED 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 (loss) to net cash (used in) provided by operations: Depreciation and amortization 10,828 144,011 7,726 — 162,565 Stock-based compensation — 12,658 — — 12,658 Change in fair value of catalyst leases — 4,556 — — 4,556 Deferred income taxes — — 27,813 — 27,813 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 Equity income in investee — — (1,621 ) — (1,621 ) Loss on sale of assets 2,418 97 8,866 — 11,381 Equity in earnings of subsidiaries 1,123,054 — — (1,123,054 ) — Changes in operating assets and 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 expense 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 operations (83,880 ) 347,872 26,118 1,406 291,516 Cash flows from investing activities: Acquisition of Torrance refinery and related logistic 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 Distributions to Parent — — (12,800 ) 12,800 — Contributions from PBF LLC related to TVPC 175,000 — — — 175,000 Distributions to members (92,503 ) — — — (92,503 ) Proceeds from affiliate notes payable 635 — — — 635 Repayment of affiliate notes payable (517 ) — — — (517 ) Repayment of Rail Facility revolver borrowings — — (11,457 ) — (11,457 ) Proceeds from revolver borrowings 550,000 — — — 550,000 Net cash provided by (used in) financing activities 632,615 7,927 (24,257 ) 12,800 629,085 Net (decrease) 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 |