CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDINGS | CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING As of June 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. 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 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) June 30, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 1,257,959 $ 20,922 $ 32,694 $ (1,345 ) $ 1,310,230 Accounts receivable 621,054 4,973 19,377 — 645,404 Accounts receivable - affiliate 1,574 2,276 — — 3,850 Inventories 717,615 391,386 199,535 — 1,308,536 Prepaid expense and other current assets 28,498 21,437 188 — 50,123 Due from related parties 21,965,189 21,002,264 3,889,446 (46,856,899 ) — Total current assets 24,591,889 21,443,258 4,141,240 (46,858,244 ) 3,318,143 Property, plant and equipment, net 33,930 2,015,974 212,123 — 2,262,027 Investment in subsidiaries 1,051,658 118,982 — (1,170,640 ) — Deferred charges and other assets, net 28,613 340,316 1,500 — 370,429 Total assets $ 25,706,090 $ 23,918,530 $ 4,354,863 $ (48,028,884 ) $ 5,950,599 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 277,287 $ 88,947 $ 8,596 $ (1,345 ) $ 373,485 Accounts payable - affiliate 21,904 — — — 21,904 Accrued expenses 678,777 515,662 109,332 — 1,303,771 Deferred tax liability — — 26,888 — 26,888 Deferred revenue 7,810 — — — 7,810 Due to related parties 20,680,061 22,279,141 3,897,697 (46,856,899 ) — Total current liabilities 21,665,839 22,883,750 4,042,513 (46,858,244 ) 1,733,858 Delaware Economic Development Authority loan — 4,000 — — 4,000 Long-term debt 1,692,266 36,364 60,240 — 1,788,870 Affiliate notes payable 470,165 — — — 470,165 Deferred tax liability — — 25,721 — 25,721 Other long-term liabilities 28,399 50,165 — — 78,564 Total liabilities 23,856,669 22,974,279 4,128,474 (46,858,244 ) 4,101,178 Commitments and contingencies Equity: Member's equity 1,489,892 1,076,840 145,530 (1,222,370 ) 1,489,892 Retained earnings (accumulated deficit) 370,616 (136,999 ) 80,859 56,140 370,616 Accumulated other comprehensive (loss) income (23,733 ) (8,236 ) — 8,236 (23,733 ) Total PBF Holding Company LLC equity 1,836,775 931,605 226,389 (1,157,994 ) 1,836,775 Noncontrolling interest 12,646 12,646 — (12,646 ) 12,646 Total equity 1,849,421 944,251 226,389 (1,170,640 ) 1,849,421 Total liabilities and equity $ 25,706,090 $ 23,918,530 $ 4,354,863 $ (48,028,884 ) $ 5,950,599 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 June 30, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 3,834,460 $ 95,163 $ 339,721 $ (413,571 ) $ 3,855,773 Costs and expenses Cost of sales, excluding depreciation 3,300,539 39,483 358,297 (413,571 ) 3,284,748 Operating expenses, excluding depreciation (28 ) 268,608 2,959 — 271,539 General and administrative expenses 28,609 9,209 273 — 38,091 Gain on sale of assets — 24 3,198 — 3,222 Depreciation and amortization expense 1,379 45,780 1,760 — 48,919 3,330,499 363,104 366,487 (413,571 ) 3,646,519 Income (loss) from operations 503,961 (267,941 ) (26,766 ) — 209,254 Other income (expense) Equity in (loss) earnings of subsidiaries (292,212 ) — — 292,212 — Change in fair value of catalyst lease — (1,748 ) — — (1,748 ) Interest expense, net (30,245 ) (484 ) (550 ) — (31,279 ) Net income (loss) before income taxes 181,504 (270,173 ) (27,316 ) 292,212 176,227 Income taxes benefit — — (5,277 ) — (5,277 ) Net income (loss) 181,504 (270,173 ) (22,039 ) 292,212 181,504 Less: net income (loss) attributable to noncontrolling interest 90 90 — (90 ) 90 Net income (loss) attributable to PBF Holding Company LLC $ 181,414 $ (270,263 ) $ (22,039 ) $ 292,302 $ 181,414 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 181,829 $ (270,263 ) $ (22,039 ) $ 292,302 $ 181,829 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Three Months Ended June 30, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 3,529,849 $ 275,743 $ 330,048 $ (584,976 ) $ 3,550,664 Costs and expenses Cost of sales, excluding depreciation 3,036,655 234,226 341,070 (584,976 ) 3,026,975 Operating expenses, excluding depreciation (4,526 ) 196,557 119 — 192,150 General and administrative expenses 32,646 3,639 (502 ) — 35,783 Gain on sale of assets — (232 ) (400 ) — (632 ) Depreciation and amortization expense 2,506 43,913 596 — 47,015 3,067,281 478,103 340,883 (584,976 ) 3,301,291 Income (loss) from operations 462,568 (202,360 ) (10,835 ) — 249,373 Other income (expense) Equity in (loss) earnings of subsidiaries (213,468 ) — — 213,468 — Change in fair value of catalyst lease — 1,949 — — 1,949 Interest expense, net (20,733 ) (1,372 ) (850 ) — (22,955 ) Net income (loss) before income taxes 228,367 (201,783 ) (11,685 ) 213,468 228,367 Income taxes expense — — — — — Net income (loss) 228,367 (201,783 ) (11,685 ) 213,468 228,367 Less: net income attributable to noncontrolling interest — — — — — Net income (loss) attributable to PBF Holding Company LLC $ 228,367 $ (201,783 ) $ (11,685 ) $ 213,468 $ 228,367 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 228,692 $ (201,783 ) $ (11,685 ) $ 213,468 $ 228,692 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Six Months Ended June 30, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 6,630,376 $ 144,782 $ 660,441 $ (779,641 ) $ 6,655,958 Costs and expenses Cost of sales, excluding depreciation 5,739,927 103,453 666,992 (779,641 ) 5,730,731 Operating expenses, excluding depreciation (400 ) 562,642 5,936 — 568,178 General and administrative expenses 57,306 16,060 (2,006 ) — 71,360 Loss on sale of assets — 24 3,198 — 3,222 Depreciation and amortization expense 3,076 96,522 3,614 — 103,212 5,799,909 778,701 677,734 (779,641 ) 6,476,703 Income (loss) from operations 830,467 (633,919 ) (17,293 ) — 179,255 Other income (expense) Equity in (loss) earnings of subsidiaries (684,805 ) — — 684,805 — Change in fair value of catalyst lease — (4,633 ) — — (4,633 ) Interest expense, net (62,586 ) (842 ) (1,122 ) — (64,550 ) Net income (loss) before income taxes 83,076 (639,394 ) (18,415 ) 684,805 110,072 Income taxes expense — — 26,996 — 26,996 Net income (loss) 83,076 (639,394 ) (45,411 ) 684,805 83,076 Less: net income attributable to noncontrolling interest 393 393 — (393 ) 393 Net income (loss) attributable to PBF Holding Company LLC $ 82,683 $ (639,787 ) $ (45,411 ) $ 685,198 $ 82,683 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 83,720 $ (639,787 ) $ (45,411 ) $ 685,198 $ 83,720 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Six Months Ended June 30, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 6,522,006 $ 536,576 $ 828,651 $ (1,341,433 ) $ 6,545,800 Costs and expenses Cost of sales, excluding depreciation 5,527,418 572,883 797,147 (1,341,433 ) 5,556,015 Operating expenses, excluding depreciation (3,720 ) 429,462 (215 ) — 425,527 General and administrative expenses 58,328 9,160 825 — 68,313 Gain on sale of assets (181 ) (233 ) (577 ) — (991 ) Depreciation and amortization expense 5,548 86,676 1,050 — 93,274 5,587,393 1,097,948 798,230 (1,341,433 ) 6,142,138 Income (loss) from operations 934,613 (561,372 ) 30,421 — 403,662 Other income (expense) Equity in earnings (loss) of subsidiaries (531,606 ) — — 531,606 — Change in fair value of catalyst lease — 3,988 — — 3,988 Interest expense, net (39,384 ) (3,065 ) (1,578 ) — (44,027 ) Net income (loss) before income taxes 363,623 (560,449 ) 28,843 531,606 363,623 Income taxes expense — — — — — Net income (loss) 363,623 (560,449 ) 28,843 531,606 363,623 Less: net income attributable to noncontrolling interest — — — — — Net income (loss) attributable to PBF Holding Company LLC $ 363,623 $ (560,449 ) $ 28,843 $ 531,606 $ 363,623 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 364,419 $ (560,449 ) $ 28,843 $ 531,606 $ 364,419 CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (UNAUDITED) Six Months Ended June 30, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 83,076 $ (639,394 ) $ (45,411 ) $ 684,805 $ 83,076 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 7,405 96,645 3,895 — 107,945 Stock-based compensation — 9,999 — — 9,999 Change in fair value of catalyst lease obligations — 4,633 — — 4,633 Deferred income taxes — — 27,060 — 27,060 Change in non-cash lower of cost or market inventory adjustment (200,063 ) (16,780 ) — — (216,843 ) Non-cash change in inventory repurchase obligations — 26,172 — — 26,172 Pension and other post retirement benefit costs 3,464 11,891 — — 15,355 Gain on sale of assets — 24 3,198 — 3,222 Equity in earnings of subsidiaries 684,805 — — (684,805 ) — Changes in current assets and current liabilities: Accounts receivable (190,245 ) 6,084 (6,484 ) — (190,645 ) Due to/from affiliates (838,988 ) 798,315 38,216 — (2,457 ) Inventories 91,094 (11,455 ) 2,940 — 82,579 Prepaid expenses and other current assets (4,255 ) (12,365 ) 198 — (16,422 ) Accounts payable 80,299 (24,617 ) 1,030 1,930 58,642 Accrued expenses 175,598 (2,269 ) (9,082 ) — 164,247 Deferred revenue 3,767 — — — 3,767 Other assets and liabilities (10,304 ) (3,305 ) 1,087 — (12,522 ) Net cash (used in) provided by operating activities (114,347 ) 243,578 16,647 1,930 147,808 Cash flows from investing activities: Expenditures for property, plant and equipment (11,765 ) (98,259 ) (11 ) — (110,035 ) Expenditures for deferred turnaround costs — (106,649 ) — — (106,649 ) Expenditures for other assets — (21,325 ) — — (21,325 ) Investment in subsidiaries 12,800 — — (12,800 ) — Chalmette Acquisition working capital settlement — (2,659 ) — — (2,659 ) Proceeds from sale of assets — — 6,860 — 6,860 Net cash provided by (used in) investing activities 1,035 (228,892 ) 6,849 (12,800 ) (233,808 ) Cash flows from financing activities: Distribution to Parent — — (12,800 ) 12,800 — Distribution to members (61,667 ) — — — (61,667 ) 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 — — (6,970 ) — (6,970 ) Net cash provided by (used in) financing activities 488,451 — (19,770 ) 12,800 481,481 Net increase in cash and cash equivalents 375,139 14,686 3,726 1,930 395,481 Cash and cash equivalents, beginning of period 882,820 6,236 28,968 (3,275 ) 914,749 Cash and cash equivalents, end of period $ 1,257,959 $ 20,922 $ 32,694 $ (1,345 ) $ 1,310,230 14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (UNAUDITED) Six Months Ended June 30, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 363,623 $ (560,449 ) $ 28,843 $ 531,606 $ 363,623 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 9,154 86,689 1,535 — 97,378 Stock-based compensation — 3,781 — — 3,781 Change in fair value of catalyst lease obligations — (3,988 ) — — (3,988 ) Non-cash change in inventory repurchase obligations — 89,203 — — 89,203 Non-cash lower of cost of market inventory adjustment (164,867 ) 37,701 — — (127,166 ) Pension and other post retirement benefit costs 3,969 8,924 — — 12,893 Gain on sale of assets (181 ) (233 ) (577 ) — (991 ) Equity in earnings of subsidiaries 531,606 — — (531,606 ) — Changes in current assets and current liabilities: Accounts receivable 15,287 23,235 (27,480 ) — 11,042 Due to/from affiliates (554,250 ) 548,558 15,787 — 10,095 Inventories 87,556 (105,460 ) (66,715 ) — (84,619 ) Prepaid expenses and other current assets 5,173 (1,299 ) — — 3,874 Accounts payable 47,715 (26,414 ) (3,815 ) 1,048 18,534 Accrued expenses (37,550 ) (9,046 ) (52,796 ) — (99,392 ) Deferred revenue 5,991 — — — 5,991 Other assets and liabilities 1,155 (5,846 ) (263 ) — (4,954 ) Net cash provided by (used in) operating activities 314,381 85,356 (105,481 ) 1,048 295,304 Cash flows from investing activities: Expenditures for property, plant and equipment (166,857 ) (57,189 ) — — (224,046 ) Expenditures for refinery turnarounds costs — (22,918 ) — — (22,918 ) Expenditures for other assets — (5,424 ) — — (5,424 ) Investment in subsidiaries 5,000 — — (5,000 ) — Proceeds from sale of assets 41,597 — 96,534 — 138,131 Net cash provided by (used in) investing activities (120,260 ) (85,531 ) 96,534 (5,000 ) (114,257 ) 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 30,000 — — — 30,000 Proceeds from Rail Facility revolver borrowings — — 70,750 — 70,750 Repayments of Rail Facility revolver borrowing — — (64,626 ) — (64,626 ) Net cash provided by financing activities 30,000 — 1,124 5,000 36,124 Net increase (decrease) in cash and cash equivalents 224,121 (175 ) (7,823 ) 1,048 217,171 Cash and cash equivalents, beginning of period 185,381 704 34,334 (2,016 ) 218,403 Cash and cash equivalents, end of period $ 409,502 $ 529 $ 26,511 $ (968 ) $ 435,574 |