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, PBF International Inc. 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 Energy Limited, PBF Transportation Company LLC, PBF Rail Logistics Company LLC, Chalmette Logistics Company LLC, Paulsboro Terminaling 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 SHEETS (UNAUDITED) March 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 283,543 $ 10,578 $ 21,697 $ — $ 315,818 Accounts receivable 786,954 6,936 35,857 — 829,747 Accounts receivable - affiliate 919 3,717 732 — 5,368 Inventories 2,317,367 — 262,377 — 2,579,744 Prepaid and other current assets 27,454 56,687 1,635 — 85,776 Due from related parties 29,984,236 23,689,972 7,456,023 (61,130,231 ) — Total current assets 33,400,473 23,767,890 7,778,321 (61,130,231 ) 3,816,453 Property, plant and equipment, net 20,102 2,567,689 234,969 — 2,822,760 Investment in subsidiaries — 408,607 — (408,607 ) — Investment in equity method investee — — 170,925 — 170,925 Deferred charges and other assets, net 28,088 847,486 34 — 875,608 Total assets $ 33,448,663 $ 27,591,672 $ 8,184,249 $ (61,538,838 ) $ 7,685,746 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 484,411 $ 160,945 $ 16,205 $ — $ 661,561 Accounts payable - affiliate 30,941 1,540 — — 32,481 Accrued expenses 1,484,690 148,505 236,662 — 1,869,857 Current debt — 11,032 — — 11,032 Deferred revenue 4,061 1,455 3 — 5,519 Due to related parties 25,636,232 28,018,455 7,475,544 (61,130,231 ) — Note payable — 4,410 — — 4,410 Total current liabilities 27,640,335 28,346,342 7,728,414 (61,130,231 ) 2,584,860 Long-term debt 1,551,821 47,972 26,355 — 1,626,148 Deferred tax liabilities — — 32,459 — 32,459 Other long-term liabilities 29,945 188,520 4,145 — 222,610 Investment in subsidiaries 1,006,893 — — (1,006,893 ) — Total liabilities 30,228,994 28,582,834 7,791,373 (62,137,124 ) 4,466,077 Commitments and contingencies (Note 7) Equity: PBF Holding Company LLC equity Member’s equity 2,364,040 1,734,503 338,940 (2,073,443 ) 2,364,040 Retained earnings / (accumulated deficit) 871,563 (2,726,745 ) 53,936 2,672,809 871,563 Accumulated other comprehensive loss (26,674 ) (9,660 ) — 9,660 (26,674 ) Total PBF Holding Company LLC equity 3,208,929 (1,001,902 ) 392,876 609,026 3,208,929 Noncontrolling interest 10,740 10,740 — (10,740 ) 10,740 Total equity 3,219,669 (991,162 ) 392,876 598,286 3,219,669 Total liabilities and equity $ 33,448,663 $ 27,591,672 $ 8,184,249 $ (61,538,838 ) $ 7,685,746 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED) December 31, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 486,568 $ 13,456 $ 26,136 $ — $ 526,160 Accounts receivable 903,298 7,605 40,226 — 951,129 Accounts receivable - affiliate 2,321 5,300 731 — 8,352 Inventories 1,982,315 — 231,482 — 2,213,797 Prepaid and other current assets 20,523 27,100 1,900 — 49,523 Due from related parties 28,632,914 23,302,660 6,820,693 (58,756,267 ) — Total current assets 32,027,939 23,356,121 7,121,168 (58,756,267 ) 3,748,961 Property, plant and equipment, net 21,785 2,547,229 236,376 — 2,805,390 Investment in subsidiaries — 413,136 — (413,136 ) — Investment in equity method investee — — 171,903 — 171,903 Deferred charges and other assets, net 30,141 749,749 34 — 779,924 Total assets $ 32,079,865 $ 27,066,235 $ 7,529,481 $ (59,169,403 ) $ 7,506,178 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 413,829 $ 137,149 $ 21,954 $ — $ 572,932 Accounts payable - affiliate 39,952 865 — — 40,817 Accrued expenses 1,409,212 122,722 268,925 — 1,800,859 Current debt — 10,987 — — 10,987 Deferred revenue 6,005 1,472 18 — 7,495 Notes payable — 5,621 — — 5,621 Due to related parties 24,813,299 27,166,679 6,776,289 (58,756,267 ) — Total current liabilities 26,682,297 27,445,495 7,067,186 (58,756,267 ) 2,438,711 Long-term debt 1,550,206 48,024 28,019 — 1,626,249 Deferred tax liabilities — — 33,155 — 33,155 Other long-term liabilities 30,612 189,204 4,145 — 223,961 Investment in subsidiaries 632,648 — — (632,648 ) — Total liabilities 28,895,763 27,682,723 7,132,505 (59,388,915 ) 4,322,076 Commitments and contingencies (Note 7) Equity: PBF Holding Company LLC equity Member’s equity 2,359,791 1,731,268 343,940 (2,075,208 ) 2,359,791 Retained earnings / (accumulated deficit) 840,431 (2,348,904 ) 53,036 2,295,868 840,431 Accumulated other comprehensive loss (26,928 ) (9,660 ) — 9,660 (26,928 ) Total PBF Holding Company LLC equity 3,173,294 (627,296 ) 396,976 230,320 3,173,294 Noncontrolling interest 10,808 10,808 — (10,808 ) 10,808 Total equity 3,184,102 (616,488 ) 396,976 219,512 3,184,102 Total liabilities and equity $ 32,079,865 $ 27,066,235 $ 7,529,481 $ (59,169,403 ) $ 7,506,178 D CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Three Months Ended March 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 5,734,675 $ 711,722 $ 685,603 $ (1,332,399 ) $ 5,799,601 Cost and expenses: Cost of products and other 5,238,082 604,332 679,591 (1,332,399 ) 5,189,606 Operating expenses (excluding depreciation and amortization expense as reflected below) 20 405,024 6,403 — 411,447 Depreciation and amortization expense — 74,858 1,920 — 76,778 Cost of sales 5,238,102 1,084,214 687,914 (1,332,399 ) 5,677,831 General and administrative expenses (excluding depreciation and amortization expense as reflected below) 50,969 5,989 1,312 — 58,270 Depreciation and amortization expense 2,714 — — — 2,714 Equity income in investee — — (4,022 ) — (4,022 ) Loss on sale of assets — 79 — — 79 Total cost and expenses 5,291,785 1,090,282 685,204 (1,332,399 ) 5,734,872 Income (loss) from operations 442,890 (378,560 ) 399 — 64,729 Other income (expense): Equity in earnings (loss) of subsidiaries (377,746 ) 839 — 376,907 — Change in fair value of catalyst leases — 13 — — 13 Interest expense, net (32,646 ) (405 ) (263 ) — (33,314 ) Other non-service components of net periodic benefit cost (91 ) 367 2 — 278 Income (loss) before income taxes 32,407 (377,746 ) 138 376,907 31,706 Income tax benefit — — (701 ) — (701 ) Net income (loss) 32,407 (377,746 ) 839 376,907 32,407 Less: net (loss) income attributable to noncontrolling interests (68 ) (68 ) — 68 (68 ) Net income (loss) attributable to PBF Holding Company LLC $ 32,475 $ (377,678 ) $ 839 $ 376,839 $ 32,475 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 32,729 $ (377,678 ) $ 839 $ 376,839 $ 32,729 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Three Months Ended March 31, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 4,725,779 $ 625,769 $ 529,905 $ (1,131,255 ) $ 4,750,198 Cost and expenses: Cost of products and other 4,360,620 497,774 524,615 (1,131,255 ) 4,251,754 Operating expenses (excluding depreciation and amortization expense as reflected below) (5 ) 429,445 7,328 — 436,768 Depreciation and amortization expense — 52,047 1,881 — 53,928 Cost of sales 4,360,615 979,266 533,824 (1,131,255 ) 4,742,450 General and administrative expenses (excluding depreciation and amortization expense as reflected below) 33,679 7,165 (381 ) — 40,463 Depreciation and amortization expense 1,762 — — — 1,762 Equity income in investee — — (3,599 ) — (3,599 ) Loss on sale of assets — 883 — — 883 Total cost and expenses 4,396,056 987,314 529,844 (1,131,255 ) 4,781,959 Income (loss) from operations 329,723 (361,545 ) 61 — (31,761 ) Other income (expense): Equity in earnings (loss) of subsidiaries (365,129 ) (553 ) — 365,682 — Change in fair value of catalyst leases — (2,588 ) — — (2,588 ) Interest expense, net (30,118 ) (358 ) (180 ) — (30,656 ) Other non-service components of net periodic benefit cost (16 ) (85 ) — — (101 ) Income (loss) before income taxes (65,540 ) (365,129 ) (119 ) 365,682 (65,106 ) Income tax expense — — 434 — 434 Net income (loss) (65,540 ) (365,129 ) (553 ) 365,682 (65,540 ) Less: net income attributable to noncontrolling interests 113 113 — (113 ) 113 Net income (loss) attributable to PBF Holding Company LLC $ (65,653 ) $ (365,242 ) $ (553 ) $ 365,795 $ (65,653 ) Comprehensive income (loss) attributable to PBF Holding Company LLC $ (65,332 ) $ (365,242 ) $ (553 ) $ 365,795 $ (65,332 ) CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 32,407 $ (377,746 ) $ 839 $ 376,907 $ 32,407 Adjustments to reconcile net income (loss) to net cash (used in) provided by operations: Depreciation and amortization 4,328 74,866 1,941 — 81,135 Stock-based compensation — 4,238 — — 4,238 Change in fair value of catalyst leases — (13 ) — — (13 ) Deferred income taxes — — (696 ) — (696 ) Non-cash lower of cost or market inventory adjustment (87,653 ) — — — (87,653 ) Non-cash change in inventory repurchase obligations 8,825 — — — 8,825 Pension and other post-retirement benefit costs 1,659 10,186 — — 11,845 Income from equity method investee — — (4,022 ) — (4,022 ) Distributions from equity method investee — — 4,022 — 4,022 Loss on sale of assets — 79 — — 79 Equity in earnings (loss) of subsidiaries 377,746 (839 ) — (376,907 ) — Changes in operating assets and liabilities: Accounts receivable 116,344 669 4,369 — 121,382 Due to/from affiliates (522,316 ) 453,040 63,924 — (5,352 ) Inventories (247,399 ) — (30,895 ) — (278,294 ) Prepaid and other current assets (6,929 ) (29,589 ) 265 — (36,253 ) Accounts payable 69,429 (31,399 ) (5,749 ) — 32,281 Accrued expenses 55,382 (45,831 ) (32,486 ) — (22,935 ) Deferred revenue (1,944 ) (17 ) (15 ) — (1,976 ) Other assets and liabilities 538 (1,551 ) (4,939 ) — (5,952 ) Net cash (used in) provided by operations (199,583 ) 56,093 (3,442 ) — (146,932 ) Cash flows from investing activities: Expenditures for property, plant and equipment (1,031 ) (19,663 ) (289 ) — (20,983 ) Expenditures for deferred turnaround costs — (58,800 ) — — (58,800 ) Expenditures for other assets — (9,544 ) — — (9,544 ) Equity method investment - return of capital — — 978 — 978 Due to/from affiliates (4,280 ) — — 4,280 — Net cash (used in) provided by investing activities (5,311 ) (88,007 ) 689 4,280 (88,349 ) Cash flows from financing activities: Repayments of PBF Rail Term Loan — — (1,686 ) — (1,686 ) Due to/from affiliates — 4,280 — (4,280 ) — Repayment of note payable — (1,211 ) — — (1,211 ) Proceeds from insurance premium financing 1,869 25,967 — — 27,836 Net cash provided by (used in) financing activities 1,869 29,036 (1,686 ) (4,280 ) 24,939 Net decrease in cash and cash equivalents (203,025 ) (2,878 ) (4,439 ) — (210,342 ) Cash and cash equivalents, beginning of period 486,568 13,456 26,136 — 526,160 Cash and cash equivalents, end of period $ 283,543 $ 10,578 $ 21,697 $ — $ 315,818 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ (65,540 ) $ (365,129 ) $ (553 ) $ 365,682 $ (65,540 ) Adjustments to reconcile net income (loss) to net cash (used in) provided by operations: Depreciation and amortization 3,914 52,054 1,901 — 57,869 Stock-based compensation — 5,345 — — 5,345 Change in fair value of catalyst leases — 2,588 — — 2,588 Deferred income taxes — — (38 ) — (38 ) Non-cash lower of cost or market inventory adjustment 16,039 — — — 16,039 Non-cash change in inventory repurchase obligations (23,124 ) — — — (23,124 ) Pension and other post-retirement benefit costs 1,651 8,909 — — 10,560 Income from equity method investee — — (3,599 ) — (3,599 ) Distributions from equity method investee — — 3,425 — 3,425 Loss on sale of assets — 883 — — 883 Equity in earnings of subsidiaries 365,129 553 — (365,682 ) — Changes in operating assets and liabilities: Accounts receivable 21,546 1,136 (15,192 ) — 7,490 Due to/from affiliates (580,598 ) 520,234 51,783 — (8,581 ) Inventories (213,072 ) — (25,365 ) — (238,437 ) Prepaid and other current assets 992 (29,222 ) (69 ) — (28,299 ) Accounts payable (160,331 ) (25,872 ) (4,073 ) 1,463 (188,813 ) Accrued expenses 196,138 (14,993 ) 1,994 — 183,139 Deferred revenue (9,575 ) (26 ) 12 — (9,589 ) Other assets and liabilities (14,962 ) (7,752 ) (3,228 ) — (25,942 ) Net cash (used in) provided by operations (461,793 ) 148,708 6,998 1,463 (304,624 ) Cash flows from investing activities: Acquisition of Torrance refinery and related logistic assets — — — — — Expenditures for property, plant and equipment (527 ) (94,955 ) (194 ) — (95,676 ) Expenditures for deferred turnaround costs — (64,371 ) — — (64,371 ) Expenditures for other assets — (14,847 ) — — (14,847 ) Net cash used in investing activities (527 ) (174,173 ) (194 ) — (174,894 ) Cash flows from financing activities: Contributions from PBF LLC 72,000 — — — 72,000 Repayment of PBF Rail Term Loan — — (1,642 ) — (1,642 ) Proceeds from revolver borrowings 200,000 — — — 200,000 Repayments of revolver borrowings (200,000 ) — — — (200,000 ) Due to/from affiliates (5,453 ) 5,453 — — — Net cash provided by (used in) financing activities 66,547 5,453 (1,642 ) — 70,358 Net (decrease) increase in cash and cash equivalents (395,773 ) (20,012 ) 5,162 1,463 (409,160 ) Cash and cash equivalents, beginning of period 530,085 56,717 41,366 (1,463 ) 626,705 Cash and cash equivalents, end of period $ 134,312 $ 36,705 $ 46,528 $ — $ 217,545 |