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 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, 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 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) March 31, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 134,312 $ 36,705 $ 46,528 $ — $ 217,545 Accounts receivable 577,601 6,863 23,927 — 608,391 Accounts receivable - affiliate 652 18,908 599 — 20,159 Affiliate note receivable — 11,600 — — 11,600 Inventories 1,877,091 — 208,867 — 2,085,958 Prepaid expense and other current assets 26,453 42,153 229 — 68,835 Due from related parties 25,381,354 22,185,000 5,190,264 (52,756,618 ) — Total current assets 27,997,463 22,301,229 5,470,414 (52,756,618 ) 3,012,488 Property, plant and equipment, net 31,859 2,472,462 241,056 — 2,745,377 Investment in subsidiaries 340,774 436,400 — (777,174 ) — Investment in equity method investee — — 180,056 — 180,056 Deferred charges and other assets, net 32,393 573,058 — — 605,451 Total assets $ 28,402,489 $ 25,783,149 $ 5,891,526 $ (53,533,792 ) $ 6,543,372 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 199,929 $ 163,115 $ 10,218 $ — $ 373,262 Accounts payable - affiliate 30,030 68 (95 ) — 30,003 Accrued expenses 1,286,243 145,614 168,223 — 1,600,080 Deferred revenue 1,326 1,412 13 — 2,751 Due to related parties 22,670,320 24,878,148 5,208,150 (52,756,618 ) — Total current liabilities 24,187,848 25,188,357 5,386,509 (52,756,618 ) 2,006,096 Long-term debt 1,498,238 48,503 32,945 — 1,579,686 Deferred tax liabilities — — 45,661 — 45,661 Other long-term liabilities 31,186 192,056 3,470 — 226,712 Total liabilities 25,717,272 25,428,916 5,468,585 (52,756,618 ) 3,858,155 Commitments and contingencies Equity: Member’s equity 2,317,366 1,714,778 371,731 (2,086,509 ) 2,317,366 Retained earnings / (Accumulated deficit) 380,866 (1,364,935 ) 51,210 1,313,725 380,866 Accumulated other comprehensive (loss) income (25,641 ) (8,236 ) — 8,236 (25,641 ) Total PBF Holding Company LLC equity 2,672,591 341,607 422,941 (764,548 ) 2,672,591 Noncontrolling interest 12,626 12,626 — (12,626 ) 12,626 Total equity 2,685,217 354,233 422,941 (777,174 ) 2,685,217 Total liabilities and equity $ 28,402,489 $ 25,783,149 $ 5,891,526 $ (53,533,792 ) $ 6,543,372 13. 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 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) income (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 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 Costs and expenses Cost of sales, excluding depreciation 4,360,620 497,774 524,615 (1,131,255 ) 4,251,754 Operating expenses, excluding depreciation (5 ) 429,530 7,328 — 436,853 General and administrative expenses 33,695 7,165 (381 ) — 40,479 Equity (income) loss in investee — — (3,599 ) — (3,599 ) Loss on sale of assets — 883 — — 883 Depreciation and amortization expense 1,762 52,047 1,881 — 55,690 4,396,072 987,399 529,844 (1,131,255 ) 4,782,060 Income (loss) from operations 329,707 (361,630 ) 61 — (31,862 ) Other income (expenses) 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 ) 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 (loss) 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 ) 13. CONDENSED 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 (expenses) Equity in earnings (loss) of subsidiaries (392,593 ) — — 392,593 — Change in fair value of catalyst leases — (2,885 ) — — (2,885 ) Interest expense, net (32,341 ) (358 ) (572 ) — (33,271 ) Income (loss) before income taxes (98,428 ) (369,221 ) 8,901 392,593 (66,155 ) Income tax expense — — 32,273 — 32,273 Net income (loss) (98,428 ) (369,221 ) (23,372 ) 392,593 (98,428 ) Less: net income attributable to noncontrolling interests 303 303 — (303 ) 303 Net income (loss) attributable to PBF Holding Company LLC $ (98,731 ) $ (369,524 ) $ (23,372 ) $ 392,896 $ (98,731 ) Comprehensive income (loss) attributable to PBF Holding Company LLC $ (98,109 ) $ (369,524 ) $ (23,372 ) $ 392,896 $ (98,109 ) CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (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 provided by (used in) 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 Undistributed earnings of equity method investee — — (174 ) — (174 ) 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 expenses 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: 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 Repayments of PBF Rail term loan — — (1,642 ) — (1,642 ) Proceeds from revolver borrowings 200,000 — — — 200,000 Repayment 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 13. CONDENSED 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 income (loss) $ (98,428 ) $ (369,221 ) $ (23,372 ) $ 392,593 $ (98,428 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operations: Depreciation and amortization 3,884 50,700 1,948 — 56,532 Stock-based compensation — 2,621 — — 2,621 Change in fair value of catalyst leases — 2,885 — — 2,885 Deferred income taxes — — 31,487 — 31,487 Non-cash change in inventory repurchase obligations — 35,147 — — 35,147 Non-cash lower of cost of market inventory adjustment (78,159 ) 19,096 — — (59,063 ) Pension and other post-retirement benefit costs 1,732 5,948 — — 7,680 Equity in earnings of subsidiaries 392,593 — — (392,593 ) — Changes in operating assets and 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 expense 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) operations (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 investing activities (5,466 ) (139,829 ) (5 ) — (145,300 ) Cash flows from financing activities: Distributions to members (30,829 ) — — — (30,829 ) Repayment of affiliate notes payable (517 ) — — — (517 ) Net cash used in financing activities (31,346 ) — — — (31,346 ) Net increase (decrease) 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 |