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 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 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) June 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 78,302 $ 5,961 $ 29,756 $ — $ 114,019 Accounts receivable 577,813 4,498 27,449 — 609,760 Accounts receivable - affiliate 1,461 24,428 600 — 26,489 Affiliate notes receivable — 11,600 — — 11,600 Inventories 1,654,143 — 221,021 — 1,875,164 Prepaid expense and other current assets 30,759 27,443 168 — 58,370 Due from related parties 26,546,381 22,526,098 5,683,279 (54,755,758 ) — Total current assets 28,888,859 22,600,028 5,962,273 (54,755,758 ) 2,695,402 Property, plant and equipment, net 25,896 2,527,179 239,954 — 2,793,029 Investment in subsidiaries 7,524 431,662 — (439,186 ) — Investment in equity method investee — — 174,047 — 174,047 Deferred charges and other assets, net 30,571 780,710 — — 811,281 Total assets $ 28,952,850 $ 26,339,579 $ 6,376,274 $ (55,194,944 ) $ 6,473,759 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 240,234 $ 185,231 $ 12,175 $ — $ 437,640 Accounts payable - affiliate 31,347 159 (97 ) — 31,409 Accrued expenses 1,316,523 141,382 136,395 — 1,594,300 Deferred revenue 4,899 20 13 — 4,932 Due to related parties 23,277,244 25,761,022 5,717,492 (54,755,758 ) — Total current liabilities 24,870,247 26,087,814 5,865,978 (54,755,758 ) 2,068,281 Long-term debt 1,548,024 47,406 31,313 — 1,626,743 Deferred tax liabilities — — 50,822 — 50,822 Other long-term liabilities 29,772 189,189 4,145 — 223,106 Total liabilities 26,448,043 26,324,409 5,952,258 (54,755,758 ) 3,968,952 Commitments and contingencies Equity: Member’s equity 2,349,357 1,720,206 362,598 (2,082,804 ) 2,349,357 Retained earnings / (accumulated deficit) 167,868 (1,709,693 ) 61,418 1,648,275 167,868 Accumulated other comprehensive (loss) income (25,311 ) (8,236 ) — 8,236 (25,311 ) Total PBF Holding Company LLC equity 2,491,914 2,277 424,016 (426,293 ) 2,491,914 Noncontrolling interest 12,893 12,893 — (12,893 ) 12,893 Total equity 2,504,807 15,170 424,016 (439,186 ) 2,504,807 Total liabilities and equity $ 28,952,850 $ 26,339,579 $ 6,376,274 $ (55,194,944 ) $ 6,473,759 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 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 June 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 4,928,464 $ 134,566 $ 512,262 $ (562,041 ) $ 5,013,251 Cost and expenses: Cost of products and other 4,703,574 32,288 489,012 (562,041 ) 4,662,833 Operating expenses (excluding depreciation) (326 ) 389,889 9,007 — 398,570 General and administrative expenses 28,843 6,286 (209 ) — 34,920 Equity (income) loss in investee — — (3,820 ) — (3,820 ) Loss on sale of assets — 29 — — 29 Depreciation and amortization expense 6,019 55,077 1,897 — 62,993 4,738,110 483,569 495,887 (562,041 ) 5,155,525 Income (loss) from operations 190,354 (349,003 ) 16,375 — (142,274 ) Other income (expenses): Equity in earnings (loss) of subsidiaries (338,171 ) 1,442 — 336,729 — Change in fair value of catalyst leases — 1,104 — — 1,104 Debt extinguishment costs (25,451 ) — — — (25,451 ) Interest expense, net (32,108 ) (480 ) (269 ) — (32,857 ) Income (loss) before income taxes (205,376 ) (346,937 ) 16,106 336,729 (199,478 ) Income tax expense — — 5,898 — 5,898 Net income (loss) (205,376 ) (346,937 ) 10,208 336,729 (205,376 ) Less: net income attributable to noncontrolling interests 267 267 — (267 ) 267 Net income (loss) attributable to PBF Holding Company LLC $ (205,643 ) $ (347,204 ) $ 10,208 $ 336,996 $ (205,643 ) Comprehensive income (loss) attributable to PBF Holding Company LLC $ (205,313 ) $ (347,204 ) $ 10,208 $ 336,996 $ (205,313 ) 14. CONDENSED 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 Cost and expenses: Cost of products and other 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 Loss 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 (expenses): Equity in earnings (loss) of subsidiaries (292,212 ) — — 292,212 — Change in fair value of catalyst leases — (1,748 ) — — (1,748 ) Interest expense, net (30,245 ) (484 ) (550 ) — (31,279 ) Income (loss) before income taxes 181,504 (270,173 ) (27,316 ) 292,212 176,227 Income tax benefit — — (5,277 ) — (5,277 ) Net income (loss) 181,504 (270,173 ) (22,039 ) 292,212 181,504 Less: net income attributable to noncontrolling interests 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) Six Months Ended June 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 9,654,243 $ 760,335 $ 1,042,167 $ (1,693,296 ) $ 9,763,449 Cost and expenses: Cost of products and other 9,064,194 530,062 1,013,627 (1,693,296 ) 8,914,587 Operating expenses (excluding depreciation) (331 ) 819,419 16,335 — 835,423 General and administrative expenses 62,538 13,451 (590 ) — 75,399 Equity (income) loss in investee — — (7,419 ) — (7,419 ) Loss on sale of assets — 912 — — 912 Depreciation and amortization expense 7,781 107,124 3,778 — 118,683 9,134,182 1,470,968 1,025,731 (1,693,296 ) 9,937,585 Income (loss) from operations 520,061 (710,633 ) 16,436 — (174,136 ) Other income (expenses): Equity in earnings (loss) of subsidiaries (703,300 ) 3,335 — 699,965 — Change in fair value of catalyst leases — (1,484 ) — — (1,484 ) Debt extinguishment costs (25,451 ) — — — (25,451 ) Interest expense, net (62,226 ) (838 ) (449 ) — (63,513 ) Income (loss) before income taxes (270,916 ) (709,620 ) 15,987 699,965 (264,584 ) Income tax expense — — 6,332 — 6,332 Net income (loss) (270,916 ) (709,620 ) 9,655 699,965 (270,916 ) Less: net income attributable to noncontrolling interests 380 380 — (380 ) 380 Net income (loss) attributable to PBF Holding Company LLC $ (271,296 ) $ (710,000 ) $ 9,655 $ 700,345 $ (271,296 ) Comprehensive income (loss) attributable to PBF Holding Company LLC $ (270,645 ) $ (710,000 ) $ 9,655 $ 700,345 $ (270,645 ) 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 Cost and expenses: Cost of products and other 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 (expenses): Equity in earnings (loss) of subsidiaries (684,805 ) — — 684,805 — Change in fair value of catalyst leases — (4,633 ) — — (4,633 ) Interest expense, net (62,586 ) (842 ) (1,122 ) — (64,550 ) Income (loss) before income taxes 83,076 (639,394 ) (18,415 ) 684,805 110,072 Income tax expense — — 26,996 — 26,996 Net income (loss) 83,076 (639,394 ) (45,411 ) 684,805 83,076 Less: net income attributable to noncontrolling interests 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 CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW (UNAUDITED) Six Months Ended June 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ (270,916 ) $ (709,620 ) $ 9,655 $ 699,965 $ (270,916 ) Adjustments to reconcile net income (loss) to net cash (used in) provided by operations: Depreciation and amortization 11,596 107,430 3,823 — 122,849 Stock-based compensation — 10,134 — — 10,134 Change in fair value of catalyst leases — 1,484 — — 1,484 Deferred income taxes — — 5,123 — 5,123 Non-cash lower of cost or market inventory adjustment 167,134 — — — 167,134 Non-cash change in inventory repurchase obligations (3,107 ) — — — (3,107 ) Debt extinguishment costs 25,451 — — — 25,451 Pension and other post-retirement benefit costs 3,304 17,817 — — 21,121 (Income) from equity method investee — — (7,419 ) — (7,419 ) Distributions from equity method investee — — 12,254 — 12,254 Loss on sale of assets — 912 — — 912 Equity in earnings (loss) of subsidiaries 703,300 (3,335 ) — (699,965 ) — Changes in operating assets and liabilities: Accounts receivable 21,334 3,501 (18,714 ) — 6,121 Due to/from affiliates (1,111,279 ) 1,029,667 68,107 — (13,505 ) Inventories (141,219 ) — (37,519 ) — (178,738 ) Prepaid expense and other current assets (3,314 ) (14,716 ) (8 ) — (18,038 ) Accounts payable (120,026 ) (24,140 ) (2,116 ) 1,463 (144,819 ) Accrued expenses 178,794 (42,903 ) (29,818 ) — 106,073 Deferred revenue (6,002 ) (1,418 ) 12 — (7,408 ) Other assets and liabilities (15,218 ) (13,881 ) (11,426 ) — (40,525 ) Net cash (used in) provided by operations (560,168 ) 360,932 (8,046 ) 1,463 (205,819 ) Cash flows from investing activities: Expenditures for property, plant and equipment (287 ) (179,019 ) (269 ) — (179,575 ) Expenditures for deferred turnaround costs — (214,375 ) — — (214,375 ) Expenditures for other assets — (23,747 ) — — (23,747 ) Net cash used in investing activities (287 ) (417,141 ) (269 ) — (417,697 ) Cash flows from financing activities: Contributions from PBF LLC 97,000 — — — 97,000 Distribution to members (5,252 ) — — — (5,252 ) 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 — — (3,295 ) — (3,295 ) Proceeds from revolver borrowings 290,000 — — — 290,000 Repayments of revolver borrowings (290,000 ) — — — (290,000 ) Due to/from affiliates (5,453 ) 5,453 — — — Deferred financing costs and other (12,414 ) — — — (12,414 ) Net cash provided by (used in) financing activities 108,672 5,453 (3,295 ) — 110,830 Net (decrease) increase in cash and cash equivalents (451,783 ) (50,756 ) (11,610 ) 1,463 (512,686 ) Cash and cash equivalents, beginning of period 530,085 56,717 41,366 (1,463 ) 626,705 Cash and cash equivalents, end of period $ 78,302 $ 5,961 $ 29,756 $ — $ 114,019 14. CONDENSED 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 (loss) to net cash (used in) provided by operations: Depreciation and amortization 7,405 96,645 3,895 — 107,945 Stock-based compensation — 9,999 — — 9,999 Change in fair value of catalyst leases — 4,633 — — 4,633 Deferred income taxes — — 27,060 — 27,060 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 Loss on sale of assets — 24 3,198 — 3,222 Equity in earnings of subsidiaries 684,805 — — (684,805 ) — Changes in operating assets and 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 expense 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 operations (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: Distributions to Parent — — (12,800 ) 12,800 — Distributions to members (61,667 ) — — — (61,667 ) Proceeds from affiliate notes payable 635 — — — 635 Repayment of affiliate notes payable (517 ) — — — (517 ) Repayment of Rail Facility revolver borrowings — — (6,970 ) — (6,970 ) Proceeds from revolver borrowings 550,000 — — — 550,000 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 |