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) June 30, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 400,634 $ 16,243 $ 25,840 $ — $ 442,717 Accounts receivable 992,378 9,071 30,125 — 1,031,574 Accounts receivable - affiliate 2,727 3,292 726 — 6,745 Inventories 2,353,720 — 186,557 — 2,540,277 Prepaid and other current assets 18,953 30,848 1,483 — 51,284 Due from related parties 31,378,354 24,147,941 8,296,673 (63,822,968 ) — Total current assets 35,146,766 24,207,395 8,541,404 (63,822,968 ) 4,072,597 Property, plant and equipment, net 19,084 2,597,504 233,648 — 2,850,236 Investment in subsidiaries — 390,529 — (390,529 ) — Investment in equity method investee — — 169,038 — 169,038 Deferred charges and other assets, net 24,250 837,111 34 — 861,395 Total assets $ 35,190,100 $ 28,032,539 $ 8,944,124 $ (64,213,497 ) $ 7,953,266 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 508,073 $ 109,942 $ 16,878 $ — $ 634,893 Accounts payable - affiliate 30,042 1,431 — — 31,473 Accrued expenses 1,477,262 109,095 232,377 — 1,818,734 Current debt — 1,298 — — 1,298 Deferred revenue 3,630 20 7 — 3,657 Due to related parties 26,699,566 28,862,202 8,261,200 (63,822,968 ) — Note payable — 3,200 — — 3,200 Total current liabilities 28,718,573 29,087,188 8,510,462 (63,822,968 ) 2,493,255 Long-term debt 1,541,649 44,132 24,680 — 1,610,461 Deferred tax liabilities — — 28,502 — 28,502 Other long-term liabilities 30,979 196,643 4,145 — 231,767 Investment in subsidiaries 1,309,618 — — (1,309,618 ) — Total liabilities 31,600,819 29,327,963 8,567,789 (65,132,586 ) 4,363,985 Commitments and contingencies (Note 8) Equity: PBF Holding Company LLC equity Member’s equity 2,391,321 1,734,642 332,689 (2,067,331 ) 2,391,321 Retained earnings / (accumulated deficit) 1,213,798 (3,031,222 ) 43,646 2,987,576 1,213,798 Accumulated other comprehensive loss (26,654 ) (9,660 ) — 9,660 (26,654 ) Total PBF Holding Company LLC equity 3,578,465 (1,306,240 ) 376,335 929,905 3,578,465 Noncontrolling interest 10,816 10,816 — (10,816 ) 10,816 Total equity 3,589,281 (1,295,424 ) 376,335 919,089 3,589,281 Total liabilities and equity $ 35,190,100 $ 28,032,539 $ 8,944,124 $ (64,213,497 ) $ 7,953,266 13. 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 Note 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 8) 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 June 30, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 7,379,226 $ 342,061 $ 903,603 $ (1,184,420 ) $ 7,440,470 Cost and expenses: Cost of products and other 6,628,670 157,113 910,790 (1,184,420 ) 6,512,153 Operating expenses (excluding depreciation and amortization expense as reflected below) 11 394,759 7,981 — 402,751 Depreciation and amortization expense — 80,906 1,923 — 82,829 Cost of sales 6,628,681 632,778 920,694 (1,184,420 ) 6,997,733 General and administrative expenses (excluding depreciation and amortization expense as reflected below) 43,894 6,995 867 — 51,756 Depreciation and amortization expense 2,563 — — — 2,563 Equity income in investee — — (4,363 ) — (4,363 ) Loss on sale of assets — 594 — — 594 Total cost and expenses 6,675,138 640,367 917,198 (1,184,420 ) 7,048,283 Income (loss) from operations 704,088 (298,306 ) (13,595 ) — 392,187 Other income (expense): Equity in earnings of subsidiaries (304,211 ) (9,888 ) — 314,099 — Change in fair value of catalyst leases — 4,140 — — 4,140 Interest expense, net (32,248 ) (527 ) (277 ) — (33,052 ) Other non-service components of net periodic benefit cost (94 ) 370 1 — 277 Income (loss) before income taxes 367,535 (304,211 ) (13,871 ) 314,099 363,552 Income tax benefit — — (3,983 ) — (3,983 ) Net income (loss) 367,535 (304,211 ) (9,888 ) 314,099 367,535 Less: net income attributable to noncontrolling interests 76 76 — (76 ) 76 Net income (loss) attributable to PBF Holding Company LLC $ 367,459 $ (304,287 ) $ (9,888 ) $ 314,175 $ 367,459 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 367,479 $ (304,287 ) $ (9,888 ) $ 314,175 $ 367,479 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENTS 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 and amortization expense as reflected below) (326 ) 389,804 9,007 — 398,485 Depreciation and amortization expense — 55,076 1,897 — 56,973 Cost of sales 4,703,248 477,168 499,916 (562,041 ) 5,118,291 General and administrative expenses (excluding depreciation and amortization expense as reflected below) 28,827 6,286 (209 ) — 34,904 Depreciation and amortization expense 6,020 — — — 6,020 Equity income in investee — — (3,820 ) — (3,820 ) Loss on sale of assets — 29 — — 29 Total cost and expenses 4,738,095 483,483 495,887 (562,041 ) 5,155,424 Income (loss) from operations 190,369 (348,917 ) 16,375 — (142,173 ) Other income (expense): Equity in (loss) earnings 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 ) Other non-service components of net periodic benefit cost (16 ) (85 ) — — (101 ) Income (loss) before income taxes (205,377 ) (346,936 ) 16,106 336,729 (199,478 ) Income tax expense — — 5,898 — 5,898 Net income (loss) (205,377 ) (346,936 ) 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 $ (205,644 ) $ (347,203 ) $ 10,208 $ 336,996 $ (205,643 ) Comprehensive income (loss) attributable to PBF Holding Company LLC $ (205,314 ) $ (347,203 ) $ 10,208 $ 336,996 $ (205,313 ) 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Six Months Ended June 30, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 13,113,901 $ 1,053,783 $ 1,589,206 $ (2,516,819 ) $ 13,240,071 Cost and expenses: Cost of products and other 11,866,752 761,445 1,590,381 (2,516,819 ) 11,701,759 Operating expenses (excluding depreciation and amortization expense as reflected below) 31 799,783 14,384 — 814,198 Depreciation and amortization expense — 155,764 3,843 — 159,607 Cost of sales 11,866,783 1,716,992 1,608,608 (2,516,819 ) 12,675,564 General and administrative expenses (excluding depreciation and amortization expense as reflected below) 94,863 12,984 2,179 — 110,026 Depreciation and amortization expense 5,277 — — — 5,277 Equity income in investee — — (8,385 ) — (8,385 ) Loss on sale of assets — 673 — — 673 Total cost and expenses 11,966,923 1,730,649 1,602,402 (2,516,819 ) 12,783,155 Income (loss) from operations 1,146,978 (676,866 ) (13,196 ) — 456,916 Other income (expense): Equity in loss of subsidiaries (681,957 ) (9,049 ) — 691,006 — Change in fair value of catalyst leases — 4,153 — — 4,153 Interest expense, net (64,894 ) (932 ) (540 ) — (66,366 ) Other non-service components of net periodic benefit cost (185 ) 737 3 — 555 Income (loss) before income taxes 399,942 (681,957 ) (13,733 ) 691,006 395,258 Income tax benefit — — (4,684 ) — (4,684 ) Net income (loss) 399,942 (681,957 ) (9,049 ) 691,006 399,942 Less: net income attributable to noncontrolling interests 8 8 — (8 ) 8 Net income (loss) attributable to PBF Holding Company LLC $ 399,934 $ (681,965 ) $ (9,049 ) $ 691,014 $ 399,934 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 400,208 $ (681,965 ) $ (9,049 ) $ 691,014 $ 400,208 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENTS 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 and amortization expense as reflected below) (331 ) 819,249 16,335 — 835,253 Depreciation and amortization expense — 107,123 3,778 — 110,901 Cost of sales 9,063,863 1,456,434 1,033,740 (1,693,296 ) 9,860,741 General and administrative expenses (excluding depreciation and amortization expense as reflected below) 62,506 13,451 (590 ) — 75,367 Depreciation and amortization expense 7,782 — — — 7,782 Equity income in investee — — (7,419 ) — (7,419 ) Loss on sale of assets — 912 — — 912 Total cost and expenses 9,134,151 1,470,797 1,025,731 (1,693,296 ) 9,937,383 Income (loss) from operations 520,092 (710,462 ) 16,436 — (173,934 ) Other income (expense): Equity in (loss) earnings 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 ) Other non-service components of net periodic benefit cost (32 ) (170 ) — — (202 ) Income (loss) before income taxes (270,917 ) (709,619 ) 15,987 699,965 (264,584 ) Income tax expense — — 6,332 — 6,332 Net income (loss) (270,917 ) (709,619 ) 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 $ (271,297 ) $ (709,999 ) $ 9,655 $ 700,345 $ (271,296 ) Comprehensive income (loss) attributable to PBF Holding Company LLC $ (270,646 ) $ (709,999 ) $ 9,655 $ 700,345 $ (270,645 ) CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 399,942 $ (681,957 ) $ (9,049 ) $ 691,006 $ 399,942 Adjustments to reconcile net income (loss) to net cash (used in) provided by operations: Depreciation and amortization 8,417 155,805 3,888 — 168,110 Stock-based compensation — 9,520 — — 9,520 Change in fair value of catalyst leases — (4,153 ) — — (4,153 ) Deferred income taxes — — (4,653 ) — (4,653 ) Non-cash change in inventory repurchase obligations 2,538 — — — 2,538 Non-cash lower of cost or market inventory adjustment (245,655 ) — — — (245,655 ) Pension and other post-retirement benefit costs 3,482 20,209 — — 23,691 Income from equity method investee — — (8,385 ) — (8,385 ) Distributions from equity method investee — — 8,385 — 8,385 Loss on sale of assets — 673 — — 673 Equity in earnings of subsidiaries 681,957 9,049 — (691,006 ) — Changes in operating assets and liabilities: Accounts receivable (89,080 ) (1,466 ) 10,101 — (80,445 ) Due to/from affiliates (866,193 ) 849,520 8,936 — (7,737 ) Inventories (125,750 ) — 44,925 — (80,825 ) Prepaid and other current assets 1,572 (3,750 ) 417 — (1,761 ) Accounts payable 94,244 (24,915 ) (5,076 ) — 64,253 Accrued expenses 61,061 (23,450 ) (36,701 ) — 910 Deferred revenue (2,375 ) (1,452 ) (11 ) — (3,838 ) Other assets and liabilities 8,585 (7,018 ) (11,592 ) — (10,025 ) Net cash (used in) provided by operations (67,255 ) 296,615 1,185 — 230,545 Cash flows from investing activities: Expenditures for property, plant and equipment (2,575 ) (106,633 ) (961 ) — (110,169 ) Expenditures for deferred turnaround costs — (179,194 ) — — (179,194 ) Expenditures for other assets — (12,357 ) — — (12,357 ) Equity method investment - return of capital — — 2,865 — 2,865 Due to/from affiliates (13 ) — — 13 — Net cash (used in) provided by investing activities (2,588 ) (298,184 ) 1,904 13 (298,855 ) Cash flows from financing activities: Contributions from PBF LLC 22,000 — — — 22,000 Distribution to members (26,567 ) — — — (26,567 ) Repayments of PBF Rail Term Loan — — (3,385 ) — (3,385 ) Repayment of note payable — (2,421 ) — — (2,421 ) Catalyst lease settlements — (9,466 ) — — (9,466 ) Due to/from affiliates — 13 — (13 ) — Proceeds from insurance premium financing 1,168 16,230 — — 17,398 Deferred financing cost and other (12,692 ) — — — (12,692 ) Net cash (used in) provided by financing activities (16,091 ) 4,356 (3,385 ) (13 ) (15,133 ) Net (decrease) increase in cash and cash equivalents (85,934 ) 2,787 (296 ) — (83,443 ) Cash and cash equivalents, beginning of period 486,568 13,456 26,136 — 526,160 Cash and cash equivalents, end of period $ 400,634 $ 16,243 $ 25,840 $ — $ 442,717 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (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) $ (270,917 ) $ (709,619 ) $ 9,655 $ 699,965 $ (270,916 ) Adjustments to reconcile net income (loss) to net cash (used in) provided by operations: Depreciation and amortization 11,597 107,429 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 change in inventory repurchase obligations (3,107 ) — — — (3,107 ) Non-cash lower of cost or market inventory adjustment 167,134 — — — 167,134 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 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 Distributions to members (5,252 ) — — — (5,252 ) Proceeds from 2025 Senior Notes 725,000 — — — 725,000 Cash paid to extinguish 2020 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 |