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 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 and the Guarantor subsidiaries' investments in its subsidiaries are accounted for under the equity method of accounting. CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) March 31, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 640,779 $ 16,580 $ 39,816 $ (2,293 ) $ 694,882 Accounts receivable 528,782 4,340 8,402 — 541,524 Accounts receivable - affiliate 251 2,946 — — 3,197 Inventories 631,279 372,441 225,579 — 1,229,299 Prepaid expense and other current assets 30,470 31,090 283 — 61,843 Due from related parties 21,186,259 20,857,235 3,571,997 (45,615,491 ) — Total current assets 23,017,820 21,284,632 3,846,077 (45,617,784 ) 2,530,745 Property, plant and equipment, net 28,959 1,975,647 223,935 — 2,228,541 Investment in subsidiaries 1,351,060 118,982 — (1,470,042 ) — Deferred charges and other assets, net 19,776 345,433 1,500 — 366,709 Total assets $ 24,417,615 $ 23,724,694 $ 4,071,512 $ (47,087,826 ) $ 5,125,995 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 232,429 $ 150,684 $ 6,989 $ (2,293 ) $ 387,809 Accounts payable - affiliate 24,454 — — — 24,454 Accrued expenses 503,062 526,971 140,361 — 1,170,394 Deferred tax liability — — 31,487 — 31,487 Deferred revenue 3,154 — — — 3,154 Due to related parties 20,323,677 21,753,202 3,538,612 (45,615,491 ) — Total current liabilities 21,086,776 22,430,857 3,717,449 (45,617,784 ) 1,617,298 Delaware Economic Development Authority loan — 4,000 — — 4,000 Long-term debt 1,140,118 34,609 67,117 — 1,241,844 Affiliate notes payable 469,530 — — — 469,530 Deferred tax liability — — 25,721 — 25,721 Other long-term liabilities 30,210 46,411 — — 76,621 Total liabilities 22,726,634 22,515,877 3,810,287 (45,617,784 ) 3,435,014 Commitments and contingencies Equity: Member's equity 1,482,649 1,071,405 158,329 (1,229,734 ) 1,482,649 Retained earnings (accumulated deficit) 220,096 133,264 102,896 (236,160 ) 220,096 Accumulated other comprehensive (loss) income (24,148 ) (8,236 ) — 8,236 (24,148 ) Total PBF Holding Company LLC equity 1,678,597 1,196,433 261,225 (1,457,658 ) 1,678,597 Noncontrolling interest 12,384 12,384 — (12,384 ) 12,384 Total equity 1,690,981 1,208,817 261,225 (1,470,042 ) 1,690,981 Total liabilities and equity $ 24,417,615 $ 23,724,694 $ 4,071,512 $ (47,087,826 ) $ 5,125,995 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 ) — 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 March 31, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 2,795,916 $ 49,619 $ 320,720 $ (366,070 ) $ 2,800,185 Costs and expenses Cost of sales, excluding depreciation 2,439,388 63,970 308,695 (366,070 ) 2,445,983 Operating expenses, excluding depreciation (372 ) 294,034 2,977 — 296,639 General and administrative expenses 28,697 6,851 (2,279 ) — 33,269 Depreciation and amortization expense 1,697 50,742 1,854 — 54,293 2,469,410 415,597 311,247 (366,070 ) 2,830,184 Income (loss) from operations 326,506 (365,978 ) 9,473 — (29,999 ) Other income (expense) Equity in (loss) earnings of subsidiaries (392,593 ) — — 392,593 — Change in fair value of catalyst lease — (2,885 ) — — (2,885 ) Interest expense, net (32,341 ) (358 ) (572 ) — (33,271 ) Net (loss) income before income taxes (98,428 ) (369,221 ) 8,901 392,593 (66,155 ) Income taxes expense — — 32,273 — 32,273 Net (loss) income (98,428 ) (369,221 ) (23,372 ) 392,593 (98,428 ) Less: net income attributable to noncontrolling interest 303 303 — (303 ) 303 Net (loss) income attributable to PBF Holding Company LLC $ (98,731 ) $ (369,524 ) $ (23,372 ) $ 392,896 $ (98,731 ) Comprehensive (loss) income attributable to PBF Holding Company LLC $ (98,109 ) $ (369,524 ) $ (23,372 ) $ 392,896 $ (98,109 ) 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Three Months Ended March 31, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 2,992,157 $ 260,833 $ 498,603 $ (756,457 ) $ 2,995,136 Costs and expenses Cost of sales, excluding depreciation 2,490,763 338,657 456,077 (756,457 ) 2,529,040 Operating expenses, excluding depreciation 806 232,905 (334 ) — 233,377 General and administrative expenses 25,683 5,520 1,327 — 32,530 Gain on sale of assets (182 ) — (177 ) — (359 ) Depreciation and amortization expense 3,042 42,763 454 — 46,259 2,520,112 619,845 457,347 (756,457 ) 2,840,847 Income (loss) from operations 472,045 (359,012 ) 41,256 — 154,289 Other income (expense) Equity in earnings (loss) of subsidiaries (318,138 ) — — 318,138 — Change in fair value of catalyst lease — 2,039 — — 2,039 Interest expense, net (18,651 ) (1,693 ) (728 ) — (21,072 ) Net income (loss) 135,256 (358,666 ) 40,528 318,138 135,256 Less: net income attributable to noncontrolling interest — — — — — Net (loss) income attributable to PBF Holding Company LLC $ 135,256 $ (358,666 ) $ 40,528 $ 318,138 $ 135,256 Comprehensive (loss) income attributable to PBF Holding Company LLC $ 135,727 $ (358,666 ) $ 40,528 $ 318,138 $ 135,727 CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (UNAUDITED) Three Months Ended March 31, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net (loss) income $ (98,428 ) $ (369,221 ) $ (23,372 ) $ 392,593 $ (98,428 ) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,884 50,700 1,948 — 56,532 Stock-based compensation — 2,621 — — 2,621 Change in fair value of catalyst lease obligations — 2,885 — — 2,885 Deferred income taxes — — 31,487 — 31,487 Change in non-cash lower of cost or market inventory adjustment (78,159 ) 19,096 — — (59,063 ) Non-cash change in inventory repurchase obligations — 35,147 — — 35,147 Pension and other post retirement benefit costs 1,732 5,948 — — 7,680 Equity in earnings of subsidiaries 392,593 — — (392,593 ) — Changes in current assets and current liabilities: Accounts receivable (97,973 ) 6,717 4,491 — (86,765 ) Due to/from affiliates (412,569 ) 416,735 (3,420 ) — 746 Inventories 55,526 (28,387 ) (23,104 ) — 4,035 Prepaid expenses and other current assets (6,227 ) (22,016 ) 101 — (28,142 ) Accounts payable 35,441 37,120 (577 ) 982 72,966 Accrued expenses (119 ) (3,661 ) 21,947 — 18,167 Deferred revenue (889 ) — — — (889 ) Other assets and liabilities (41 ) (3,511 ) 1,352 — (2,200 ) Net cash provided by (used in) operating activities (205,229 ) 150,173 10,853 982 (43,221 ) Cash flows from investing activities: Expenditures for property, plant and equipment (5,466 ) (37,260 ) (5 ) — (42,731 ) Expenditures for deferred turnaround costs — (82,747 ) — — (82,747 ) Expenditures for other assets — (17,163 ) — — (17,163 ) Chalmette Acquisition working capital settlement — (2,659 ) — — (2,659 ) Net cash (used in) provided by investing activities (5,466 ) (139,829 ) (5 ) — (145,300 ) Cash flows from financing activities: Distribution to members (30,829 ) — — — (30,829 ) Repayment of affiliate notes payable (517 ) — — — (517 ) Net cash used in financing activities (31,346 ) — — — (31,346 ) Net (decrease) increase in cash and cash equivalents (242,041 ) 10,344 10,848 982 (219,867 ) Cash and cash equivalents, beginning of period 882,820 6,236 28,968 (3,275 ) 914,749 Cash and cash equivalents, end of period $ 640,779 $ 16,580 $ 39,816 $ (2,293 ) $ 694,882 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (UNAUDITED) Three Months Ended March 31, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 135,256 $ (358,666 ) $ 40,528 $ 318,138 $ 135,256 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 4,823 42,789 670 — 48,282 Stock-based compensation — 2,025 — — 2,025 Change in fair value of catalyst lease obligations — (2,039 ) — — (2,039 ) Non-cash change in inventory repurchase obligations — 66,509 — — 66,509 Non-cash lower of cost of market inventory adjustment (99,732 ) 78,524 — — (21,208 ) Pension and other post retirement benefit costs 2,079 4,369 — — 6,448 Gain on sale of assets (182 ) — (177 ) — (359 ) Equity in earnings of subsidiaries 318,138 — — (318,138 ) — Changes in current assets and current liabilities: Accounts receivable 103,083 14,653 (7,652 ) — 110,084 Due to/from affiliates (273,044 ) 271,231 4,434 — 2,621 Inventories 87,991 (59,790 ) (29,208 ) — (1,007 ) Prepaid expenses and other current assets (7,284 ) 1,199 — — (6,085 ) Accounts payable 3,449 (21,672 ) (4,834 ) 863 (22,194 ) Accrued expenses (179,401 ) 19,491 (37,517 ) — (197,427 ) Deferred revenue 4,859 — — — 4,859 Other assets and liabilities 320 (2,601 ) 2 — (2,279 ) Net cash provided by (used in) operating activities 100,355 56,022 (33,754 ) 863 123,486 Cash flows from investing activities: Expenditures for property, plant and equipment (67,355 ) (33,392 ) — — (100,747 ) Expenditures for refinery turnarounds costs — (18,376 ) — — (18,376 ) Expenditures for other assets — (4,958 ) — — (4,958 ) Investment in subsidiaries 10,000 — — (10,000 ) — Proceeds from sale of assets 41,597 — 36,021 — 77,618 Net cash provided by (used in) investing activities (15,758 ) (56,726 ) 36,021 (10,000 ) (46,463 ) Cash flows from financing activities: Proceeds from members' capital contributions — — (10,000 ) 10,000 — Proceeds from affiliate notes payable 30,000 — — — 30,000 Proceeds from Rail Facility revolver borrowings — — 23,425 — 23,425 Repayments of revolver borrowings — — (22,774 ) — (22,774 ) Deferred financing costs and other 759 — — — 759 Net cash provided by (used in) financing activities 30,759 — (9,349 ) 10,000 31,410 Net increase (decrease) in cash and cash equivalents 115,356 (704 ) (7,082 ) 863 108,433 Cash and cash equivalents, beginning of period 185,381 704 34,334 (2,016 ) 218,403 Cash and cash equivalents, end of period $ 300,737 $ — $ 27,252 $ (1,153 ) $ 326,836 |