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, 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) September 30, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 971,349 $ 16,021 $ 26,024 $ — $ 1,013,394 Accounts receivable 1,024,062 11,575 29,164 — 1,064,801 Accounts receivable - affiliate 1,413 15,521 725 — 17,659 Inventories 2,366,474 — 194,632 — 2,561,106 Prepaid and other current assets 25,356 31,782 1,049 — 58,187 Due from related parties 32,674,797 24,698,233 9,068,281 (66,441,311 ) — Total current assets 37,063,451 24,773,132 9,319,875 (66,441,311 ) 4,715,147 Property, plant and equipment, net 18,641 2,609,644 232,105 — 2,860,390 Investment in subsidiaries — 387,740 — (387,740 ) — Investment in equity method investee — — 168,763 — 168,763 Deferred charges and other assets, net 18,595 833,213 34 — 851,842 Total assets $ 37,100,687 $ 28,603,729 $ 9,720,777 $ (66,829,051 ) $ 8,596,142 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 344,287 $ 117,388 $ 19,525 $ — $ 481,200 Accounts payable - affiliate 32,555 861 38 — 33,454 Accrued expenses 1,732,674 120,001 277,093 — 2,129,768 Current debt — 1,242 — — 1,242 Deferred revenue 10,422 1,540 9 — 11,971 Due to related parties 27,745,723 29,697,466 8,998,122 (66,441,311 ) — Total current liabilities 29,865,661 29,938,498 9,294,787 (66,441,311 ) 2,657,635 Long-term debt 1,543,186 42,558 22,993 — 1,608,737 Deferred tax liabilities — — 27,778 — 27,778 Other long-term liabilities 47,355 188,998 4,145 — 240,498 Investment in subsidiaries 1,582,991 — — (1,582,991 ) — Total liabilities 33,039,193 30,170,054 9,349,703 (68,024,302 ) 4,534,648 Commitments and contingencies (Note 8) Equity: PBF Holding Company LLC equity Member’s equity 2,648,182 1,725,362 327,691 (2,053,053 ) 2,648,182 Retained earnings / (accumulated deficit) 1,428,938 (3,292,878 ) 43,383 3,249,495 1,428,938 Accumulated other comprehensive loss (26,477 ) (9,660 ) — 9,660 (26,477 ) Total PBF Holding Company LLC equity 4,050,643 (1,577,176 ) 371,074 1,206,102 4,050,643 Noncontrolling interest 10,851 10,851 — (10,851 ) 10,851 Total equity 4,061,494 (1,566,325 ) 371,074 1,195,251 4,061,494 Total liabilities and equity $ 37,100,687 $ 28,603,729 $ 9,720,777 $ (66,829,051 ) $ 8,596,142 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 (UNAUDITED) Three Months Ended September 30, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 7,565,959 $ 460,805 $ 852,441 $ (1,236,734 ) $ 7,642,471 Cost and expenses: Cost of products and other 6,986,334 279,448 847,650 (1,236,734 ) 6,876,698 Operating expenses (excluding depreciation and amortization expense as reflected below) 163 400,953 8,484 — 409,600 Depreciation and amortization expense — 81,431 1,922 — 83,353 Cost of sales 6,986,497 761,832 858,056 (1,236,734 ) 7,369,651 General and administrative expenses (excluding depreciation and amortization expense as reflected below) 59,304 6,050 (485 ) — 64,869 Depreciation and amortization expense 2,594 — — — 2,594 Equity income in investee — — (4,725 ) — (4,725 ) Gain on sale of assets — (43,745 ) — — (43,745 ) Total cost and expenses 7,048,395 724,137 852,846 (1,236,734 ) 7,388,644 Income (loss) from operations 517,564 (263,332 ) (405 ) — 253,827 Other income (expense): Equity in (loss) earnings of subsidiaries (261,695 ) 40 — 261,655 — Change in fair value of catalyst leases — 1,630 — — 1,630 Interest expense, net (31,074 ) (408 ) (274 ) — (31,756 ) Other non-service components of net periodic benefit cost (97 ) 375 — — 278 Income (loss) before income taxes 224,698 (261,695 ) (679 ) 261,655 223,979 Income tax benefit — — (719 ) — (719 ) Net income (loss) 224,698 (261,695 ) 40 261,655 224,698 Less: net income attributable to noncontrolling interests 35 35 — (35 ) 35 Net income (loss) attributable to PBF Holding Company LLC $ 224,663 $ (261,730 ) $ 40 $ 261,690 $ 224,663 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 224,840 $ (261,730 ) $ 40 $ 261,690 $ 224,840 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) Three Months Ended September 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 5,410,245 $ 223,582 $ 536,386 $ (694,397 ) $ 5,475,816 Cost and expenses: Cost of products and other 4,483,164 85,031 538,011 (694,397 ) 4,411,809 Operating expenses (excluding depreciation and amortization expense as reflected below) 289 380,864 8,351 — 389,504 Depreciation and amortization expense — 68,419 1,919 — 70,338 Cost of sales 4,483,453 534,314 548,281 (694,397 ) 4,871,651 General and administrative expenses (excluding depreciation and amortization expense as reflected below) 49,864 4,959 (146 ) — 54,677 Depreciation and amortization expense 2,572 — — — 2,572 Equity income in investee — — (3,799 ) — (3,799 ) Loss on sale of assets — 28 — — 28 Total cost and expenses 4,535,889 539,301 544,336 (694,397 ) 4,925,129 Income (loss) from operations 874,356 (315,719 ) (7,950 ) — 550,687 Other income (expense): Equity in (loss) earnings of subsidiaries (319,568 ) 2,467 — 317,101 — Change in fair value of catalyst leases — 473 — — 473 Interest expense, net (28,692 ) (305 ) (272 ) — (29,269 ) Other non-service components of net periodic benefit cost (16 ) (87 ) — — (103 ) Income (loss) before income taxes 526,080 (313,171 ) (8,222 ) 317,101 521,788 Income tax benefit — — (4,292 ) — (4,292 ) Net income (loss) 526,080 (313,171 ) (3,930 ) 317,101 526,080 Less: net loss attributable to noncontrolling interests (6 ) (6 ) — 6 (6 ) Net income (loss) attributable to PBF Holding Company LLC $ 526,086 $ (313,165 ) $ (3,930 ) $ 317,095 $ 526,086 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 526,373 $ (313,165 ) $ (3,930 ) $ 317,095 $ 526,373 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) Nine Months Ended September 30, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 20,679,860 $ 1,514,588 $ 2,441,647 $ (3,753,553 ) $ 20,882,542 Cost and expenses: Cost of products and other 18,853,086 1,040,893 2,438,031 (3,753,553 ) 18,578,457 Operating expenses (excluding depreciation and amortization expense as reflected below) 194 1,200,736 22,868 — 1,223,798 Depreciation and amortization expense — 237,195 5,765 — 242,960 Cost of sales 18,853,280 2,478,824 2,466,664 (3,753,553 ) 20,045,215 General and administrative expenses (excluding depreciation and amortization expense as reflected below) 154,167 19,034 1,694 — 174,895 Depreciation and amortization expense 7,871 — — — 7,871 Equity income in investee — — (13,110 ) — (13,110 ) Gain on sale of assets — (43,072 ) — — (43,072 ) Total cost and expenses 19,015,318 2,454,786 2,455,248 (3,753,553 ) 20,171,799 Income (loss) from operations 1,664,542 (940,198 ) (13,601 ) — 710,743 Other income (expense): Equity in loss of subsidiaries (943,652 ) (9,009 ) — 952,661 — Change in fair value of catalyst leases — 5,783 — — 5,783 Interest expense, net (95,968 ) (1,340 ) (814 ) — (98,122 ) Other non-service components of net periodic benefit cost (282 ) 1,112 3 — 833 Income (loss) before income taxes 624,640 (943,652 ) (14,412 ) 952,661 619,237 Income tax benefit — — (5,403 ) — (5,403 ) Net income (loss) 624,640 (943,652 ) (9,009 ) 952,661 624,640 Less: net income attributable to noncontrolling interests 43 43 — (43 ) 43 Net income (loss) attributable to PBF Holding Company LLC $ 624,597 $ (943,695 ) $ (9,009 ) $ 952,704 $ 624,597 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 625,048 $ (943,695 ) $ (9,009 ) $ 952,704 $ 625,048 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) Nine Months Ended September 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenues $ 15,064,488 $ 983,917 $ 1,578,553 $ (2,387,693 ) $ 15,239,265 Cost and expenses: Cost of products and other 13,547,358 615,093 1,551,638 (2,387,693 ) 13,326,396 Operating expenses (excluding depreciation and amortization expense as reflected below) (42 ) 1,200,113 24,686 — 1,224,757 Depreciation and amortization expense — 175,543 5,695 — 181,238 Cost of sales 13,547,316 1,990,749 1,582,019 (2,387,693 ) 14,732,391 General and administrative expenses (excluding depreciation and amortization expense as reflected below) 112,370 18,410 (736 ) — 130,044 Depreciation and amortization expense 10,355 — — — 10,355 Equity income in investee — — (11,218 ) — (11,218 ) Loss on sale of assets — 940 — — 940 Total cost and expenses 13,670,041 2,010,099 1,570,065 (2,387,693 ) 14,862,512 Income (loss) from operations 1,394,447 (1,026,182 ) 8,488 — 376,753 Other income (expense): Equity in (loss) earnings of subsidiaries (1,022,866 ) 5,802 — 1,017,064 — Change in fair value of catalyst leases — (1,011 ) — — (1,011 ) Debt extinguishment costs (25,451 ) — — — (25,451 ) Interest expense, net (90,918 ) (1,143 ) (721 ) — (92,782 ) Other non-service components of net periodic benefit cost (48 ) (257 ) — — (305 ) Income (loss) before income taxes 255,164 (1,022,791 ) 7,767 1,017,064 257,204 Income tax expense — — 2,040 — 2,040 Net income (loss) 255,164 (1,022,791 ) 5,727 1,017,064 255,164 Less: net income attributable to noncontrolling interests 374 374 — (374 ) 374 Net income (loss) attributable to PBF Holding Company LLC $ 254,790 $ (1,023,165 ) $ 5,727 $ 1,017,438 $ 254,790 Comprehensive income (loss) attributable to PBF Holding Company LLC $ 255,728 $ (1,023,165 ) $ 5,727 $ 1,017,438 $ 255,728 CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 624,640 $ (943,652 ) $ (9,009 ) $ 952,661 $ 624,640 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 12,548 237,234 5,832 — 255,614 Stock-based compensation — 14,059 — — 14,059 Change in fair value of catalyst leases — (5,783 ) — — (5,783 ) Deferred income taxes — — (5,377 ) — (5,377 ) Non-cash change in inventory repurchase obligations 10,701 — — — 10,701 Non-cash lower of cost or market inventory adjustment (300,456 ) — — — (300,456 ) Pension and other post-retirement benefit costs 5,626 29,910 — — 35,536 Income from equity method investee — — (13,110 ) — (13,110 ) Distributions from equity method investee — — 13,110 — 13,110 Gain on sale of assets — (43,072 ) — — (43,072 ) Equity in earnings of subsidiaries 943,652 9,009 — (952,661 ) — Changes in operating assets and liabilities: Accounts receivable (120,764 ) (3,970 ) 11,062 — (113,672 ) Due to/from affiliates (1,103,057 ) 1,112,098 (25,711 ) — (16,670 ) Inventories (83,703 ) — 36,850 — (46,853 ) Prepaid and other current assets (4,831 ) (4,684 ) 851 — (8,664 ) Accounts payable (69,542 ) (34,184 ) (2,429 ) — (106,155 ) Accrued expenses 300,546 (5,962 ) 8,010 — 302,594 Deferred revenue 4,417 68 (9 ) — 4,476 Other assets and liabilities 32,188 (21,757 ) (16,893 ) — (6,462 ) Net cash provided by operating activities 251,965 339,314 3,177 — 594,456 Cash flows from investing activities: Expenditures for property, plant and equipment (4,726 ) (159,612 ) (1,337 ) — (165,675 ) Expenditures for deferred turnaround costs — (201,029 ) — — (201,029 ) Expenditures for other assets — (16,946 ) — — (16,946 ) Proceeds from sale of assets — 48,290 — — 48,290 Equity method investment - return of capital — — 3,140 — 3,140 Due to/from affiliates (1,143 ) — — 1,143 — Net cash (used in) provided by investing activities (5,869 ) (329,297 ) 1,803 1,143 (332,220 ) Cash flows from financing activities: Contributions from PBF LLC 287,000 — — — 287,000 Distribution to members (36,090 ) — — — (36,090 ) Repayments of PBF Rail Term Loan — — (5,092 ) — (5,092 ) Repayment of note payable — (5,621 ) — — (5,621 ) Catalyst lease settlements — (9,466 ) — — (9,466 ) Due to/from affiliates — 1,143 — (1,143 ) — Proceeds from insurance premium financing 467 6,492 — — 6,959 Deferred financing cost and other (12,692 ) — — — (12,692 ) Net cash provided by (used in) financing activities 238,685 (7,452 ) (5,092 ) (1,143 ) 224,998 Net increase (decrease) in cash and cash equivalents 484,781 2,565 (112 ) — 487,234 Cash and cash equivalents, beginning of period 486,568 13,456 26,136 — 526,160 Cash and cash equivalents, end of period $ 971,349 $ 16,021 $ 26,024 $ — $ 1,013,394 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF HOLDING CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 255,164 $ (1,022,791 ) $ 5,727 $ 1,017,064 $ 255,164 Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Depreciation and amortization 15,746 175,859 5,760 — 197,365 Stock-based compensation — 13,549 — — 13,549 Change in fair value of catalyst leases — 1,011 — — 1,011 Deferred income taxes — — 641 — 641 Non-cash change in inventory repurchase obligations (26,659 ) — — — (26,659 ) Non-cash lower of cost or market inventory adjustment (97,943 ) — — — (97,943 ) Debt extinguishment costs 25,451 — — — 25,451 Pension and other post-retirement benefit costs 4,956 26,726 — — 31,682 Income from equity method investee — — (11,218 ) — (11,218 ) Distributions from equity method investee — — 16,897 — 16,897 Loss on sale of assets — 940 — — 940 Equity in earnings (loss) of subsidiaries 1,022,866 (5,802 ) — (1,017,064 ) — Changes in operating assets and liabilities: Accounts receivable (119,813 ) (1,782 ) (37,431 ) — (159,026 ) Due to/from affiliates (1,494,632 ) 1,451,846 40,468 — (2,318 ) Inventories (286,677 ) — (62,512 ) — (349,189 ) Prepaid and other current assets 4,200 (8,467 ) 160 — (4,107 ) Accounts payable (50,102 ) (58,691 ) 4,261 1,463 (103,069 ) Accrued expenses 365,132 (13,352 ) 49,894 — 401,674 Deferred revenue (7,687 ) (1,364 ) 7 — (9,044 ) Other assets and liabilities (14,472 ) (26,189 ) (16,726 ) — (57,387 ) Net cash (used in) provided by operations (404,470 ) 531,493 (4,072 ) 1,463 124,414 Cash flows from investing activities: Expenditures for property, plant and equipment (847 ) (210,076 ) (301 ) — (211,224 ) Expenditures for deferred turnaround costs — (341,598 ) — — (341,598 ) Expenditures for other assets — (31,096 ) — — (31,096 ) Equity method investment - return of capital — — 451 — 451 Due to/from affiliates (3,684 ) — — 3,684 — Net cash (used in) provided by investing activities (4,531 ) (582,770 ) 150 3,684 (583,467 ) Cash flows from financing activities: Contributions from PBF LLC 97,000 — — — 97,000 Distributions to members (39,315 ) — — — (39,315 ) 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 — — (4,959 ) — (4,959 ) Proceeds from revolver borrowings 490,000 — — — 490,000 Repayments of revolver borrowings (490,000 ) — — — (490,000 ) Due to/from affiliates — 3,684 — (3,684 ) — Deferred financing costs and other (13,424 ) — — — (13,424 ) Net cash provided by (used in) financing activities 79,052 3,684 (4,959 ) (3,684 ) 74,093 Net decrease in cash and cash equivalents (329,949 ) (47,593 ) (8,881 ) 1,463 (384,960 ) Cash and cash equivalents, beginning of period 530,085 56,717 41,366 (1,463 ) 626,705 Cash and cash equivalents, end of period $ 200,136 $ 9,124 $ 32,485 $ — $ 241,745 |