CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS | CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS DCLC, DPC, Delaware City Terminaling Company LLC, Toledo Terminaling Company LLC and PLPT are 100% owned subsidiaries of the Partnership and serve as guarantors of the obligations under the 2023 Notes. These guarantees are full and unconditional and joint and several. For purposes of the following footnote, the Partnership is referred to as “Issuer.” The indenture dated May 12, 2015, among the Partnership, PBF Logistics Finance, the guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, governs subsidiaries designated as “Guarantor Subsidiaries.” The 2023 Notes were co-issued by PBF Logistics Finance. For purposes of the following footnote, PBF Logistics 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, 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’ investment in its subsidiaries are accounted for under the equity method of accounting. 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING BALANCE SHEET June 30, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 49,195 $ 688 $ — $ — $ 49,883 Marketable securities 136,144 — — — 136,144 Accounts receivable - affiliates 85 21,819 — — 21,904 Accounts receivable, net — 2,462 — — 2,462 Prepaid expense and other current assets 623 4,378 — — 5,001 Due from related parties 2,931 190,667 — (193,598 ) — Total current assets 188,978 220,014 — (193,598 ) 215,394 Property, plant and equipment, net — 243,188 — — 243,188 Investment in subsidiaries 451,470 — — (451,470 ) — Total assets $ 640,448 $ 463,202 $ — $ (645,068 ) $ 458,582 LIABILITIES AND EQUITY Current liabilities: Accounts payable - affiliates $ 1,502 $ 2,348 $ — $ — $ 3,850 Accounts payable and accrued liabilities 5,450 3,792 — — 9,242 Current portion of long-term debt 135,864 — — — 135,864 Deferred revenue — 638 — — 638 Due to related parties 190,667 2,931 — (193,598 ) — Total current liabilities 333,483 9,709 — (193,598 ) 149,594 Long-term debt 434,978 — — — 434,978 Other long-term liabilities — 2,023 — — 2,023 Total liabilities 768,461 11,732 — (193,598 ) 586,595 Commitments and contingencies Equity: Net investment — 451,470 — (451,470 ) — Common unitholders - Public 378,669 — — — 378,669 Common unitholder - PBF LLC (231,825 ) — — — (231,825 ) Subordinated unitholder - PBF LLC (275,739 ) — — — (275,739 ) IDR holder - PBF LLC 882 — — — 882 Total equity (128,013 ) 451,470 — (451,470 ) (128,013 ) Total liabilities and equity $ 640,448 $ 463,202 $ — $ (645,068 ) $ 458,582 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 18,678 $ — $ — $ — $ 18,678 Accounts receivable - affiliates — 23,949 — — 23,949 Prepaid expense and other current assets 290 179 — — 469 Due from related parties 1,287 127,373 — (128,660 ) — Total current assets 20,255 151,501 — (128,660 ) 43,096 Property, plant and equipment, net — 145,548 — — 145,548 Investment in subsidiaries 292,411 — — (292,411 ) — Marketable securities 234,258 — — — 234,258 Total assets $ 546,924 $ 297,049 $ — $ (421,071 ) $ 422,902 LIABILITIES AND EQUITY Current liabilities: Accounts payable - affiliates $ 574 $ 2,864 $ — $ — $ 3,438 Accounts payable and accrued liabilities 5,017 487 — — 5,504 Due to related parties 127,373 1,287 — (128,660 ) — Total current liabilities 132,964 4,638 — (128,660 ) 8,942 Long-term debt 599,635 — — — 599,635 Total liabilities 732,599 4,638 — (128,660 ) 608,577 Commitments and contingencies Equity: Net investment — 292,411 — (292,411 ) — Common unitholders - Public 340,317 — — — 340,317 Common unitholder - PBF LLC (248,363 ) — — — (248,363 ) Subordinated unitholder - PBF LLC (277,094 ) — — — (277,094 ) IDR holder - PBF LLC (535 ) — — — (535 ) Total equity (185,675 ) 292,411 — (292,411 ) (185,675 ) Total liabilities and equity $ 546,924 $ 297,049 $ — $ (421,071 ) $ 422,902 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended June 30, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidated Adjustments Total Revenue: Affiliate $ — $ 37,965 $ — $ — $ 37,965 Third-party — 2,694 — — 2,694 Total revenue — 40,659 — — 40,659 Costs and expenses Operating and maintenance expenses — 7,720 — — 7,720 General and administrative expenses 6,909 — — — 6,909 Depreciation and amortization expense — 2,142 — — 2,142 Total costs and expenses 6,909 9,862 — — 16,771 Income from operations (6,909 ) 30,797 — — 23,888 Other income (expenses) Equity in earnings (loss) of subsidiaries 30,797 — — (30,797 ) — Interest expenses net (7,212 ) — — — (7,212 ) Amortization of loan fees (422 ) — — — (422 ) Net income (loss) 16,254 30,797 — (30,797 ) 16,254 Less: Net income attributable to Predecessor — — — — — Net income (loss) attributable to the Partnership $ 16,254 $ 30,797 $ — $ (30,797 ) $ 16,254 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended June 30, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidated Adjustments Total Revenue: Affiliate $ — $ 34,868 $ — $ — $ 34,868 Third-party — — — — — Total revenue — 34,868 — — 34,868 Costs and expenses Operating and maintenance expenses — 4,768 — — 4,768 General and administrative expenses 3,347 382 — — 3,729 Depreciation and amortization expense — 1,637 — — 1,637 Total costs and expenses 3,347 6,787 — — 10,134 Income from operations (3,347 ) 28,081 — — 24,734 Other income (expenses) Equity in earnings (loss) of subsidiaries 28,084 — — (28,084 ) — Interest expenses net (4,627 ) 3 — — (4,624 ) Amortization of loan fees (306 ) — — — (306 ) Net income (loss) 19,804 28,084 — (28,084 ) 19,804 Less: Net income attributable to Predecessor — 221 — — 221 Net income (loss) attributable to the Partnership $ 19,804 $ 27,863 $ — $ (28,084 ) $ 19,583 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Six Months Ended June 30, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidated Adjustments Total Revenue: Affiliate $ — $ 74,514 $ — $ — $ 74,514 Third-party — 2,694 — — 2,694 Total revenue — 77,208 — — 77,208 Costs and expenses Operating and maintenance expenses — 13,741 — — 13,741 General and administrative expenses 9,474 — — — 9,474 Depreciation and amortization expense — 3,782 — — 3,782 Total costs and expenses 9,474 17,523 — — 26,997 Income from operations (9,474 ) 59,685 — — 50,211 Other income (expenses) Equity in earnings (loss) of subsidiaries 59,685 — — (59,685 ) — Interest expenses net (14,018 ) — — — (14,018 ) Amortization of loan fees (845 ) — — — (845 ) Net income (loss) 35,348 59,685 — (59,685 ) 35,348 Less: Net income attributable to Predecessor — — — — — Net income (loss) attributable to the Partnership $ 35,348 $ 59,685 $ — $ (59,685 ) $ 35,348 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Six Months Ended June 30, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidated Adjustments Total Revenue: Affiliate $ — $ 67,713 $ — $ — $ 67,713 Third-party — — — — — Total revenue — 67,713 — — 67,713 Costs and expenses Operating and maintenance expenses — 13,210 — (8 ) 13,202 General and administrative expenses 6,302 481 — 8 6,791 Depreciation and amortization expense — 3,270 — — 3,270 Total costs and expenses 6,302 16,961 — — 23,263 Income from operations (6,302 ) 50,752 — — 44,450 Other income (expenses) Equity in earnings (loss) of subsidiaries 50,765 — — (50,765 ) — Interest expenses net (6,431 ) 13 — — (6,418 ) Amortization of loan fees (467 ) — — — (467 ) Net income (loss) 37,565 50,765 — (50,765 ) 37,565 Less: Net income attributable to Predecessor — 1,274 — — 1,274 Net income (loss) attributable to the Partnership $ 37,565 $ 49,491 $ — $ (50,765 ) $ 36,291 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS 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) $ 35,348 $ 59,685 $ — $ (59,685 ) $ 35,348 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 3,782 — — 3,782 Amortization of deferred financing fees 845 — — — 845 Unit-based compensation expense 2,710 — — — 2,710 Equity in earnings (59,685 ) — — 59,685 — Changes in operating assets and current liabilities: Accounts receivable - affiliates (85 ) 2,130 — — 2,045 Accounts receivable, net — (2,462 ) — — (2,462 ) Prepaid expenses and other current assets (333 ) (15 ) — — (348 ) Accounts payable - affiliates 928 (516 ) — — 412 Accounts payable and accrued liabilities 7 131 — — 138 Amounts due to/from related parties 61,650 (61,650 ) — — — Deferred revenue — 638 — — 638 Other assets and liabilities (273 ) 8 — — (265 ) Net cash provided by operating activities 41,112 1,731 — — 42,843 Cash flows from investing activities: Plains Asset Purchase (98,336 ) — — — (98,336 ) Expenditures for property, plant and equipment — (2,066 ) — — (2,066 ) Purchase of marketable securities (1,310,000 ) — — — (1,310,000 ) Maturities of marketable securities 1,408,124 — — — 1,408,124 Investment in subsidiaries (1,023 ) — — 1,023 — Net cash provided by (used in) investing activities (1,235 ) (2,066 ) — 1,023 (2,278 ) Cash flows from financing activities: Proceeds from issuance of common units, net of underwriters ’ discount and commissions 51,575 — — — 51,575 Distribution to unitholders (31,099 ) — — — (31,099 ) Contribution from Issuer — 1,023 — (1,023 ) — Proceeds from revolving credit facility 98,500 — — — 98,500 Repayment of revolving credit facility (30,000 ) — — — (30,000 ) Repayment of term loan (98,336 ) — — — (98,336 ) Net cash provided by (used in) financing activities (9,360 ) 1,023 — (1,023 ) (9,360 ) Net change in cash and cash equivalents 30,517 688 — — 31,205 Cash and equivalents, beginning of period 18,678 — — — 18,678 Cash and equivalents, end of period $ 49,195 $ 688 $ — $ — $ 49,883 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS 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) $ 37,565 $ 50,765 $ — $ (50,765 ) $ 37,565 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 3,270 — — 3,270 Amortization of deferred financing fees 467 — — — 467 Unit-based compensation expense 1,613 — — — 1,613 Equity in earnings (50,765 ) — — 50,765 — Changes in operating assets and current liabilities: Accounts receivable - affiliates — (8,703 ) — — (8,703 ) Prepaid expenses and other current assets (262 ) (57 ) — — (319 ) Accounts payable - affiliates (11 ) (1,381 ) — — (1,392 ) Accounts payable and accrued liabilities 5,865 (358 ) — — 5,507 Amounts due to/from related parties 42,660 (42,660 ) — — — Other assets and liabilities (20 ) — — — (20 ) Net cash provided by operating activities 37,112 876 — — 37,988 Cash flows from investing activities: Expenditures for property, plant and equipment — (220 ) — — (220 ) Purchase of marketable securities (1,379,386 ) — — — (1,379,386 ) Maturities of marketable securities 1,380,085 — — — 1,380,085 Investment in subsidiary (380 ) — — 380 — Net cash provided by (used in) investing activities 319 (220 ) — 380 479 Cash flows from financing activities: Distribution to PBF LLC related to Delaware City Products Pipeline and Truck Rack acquisition (112,500 ) 380 — (380 ) (112,500 ) Distribution to unitholders (22,911 ) — — — (22,911 ) Distribution to Parent — (1,036 ) — — (1,036 ) Proceeds from issuance of senior notes 350,000 — — — 350,000 Proceeds from revolving credit facility 24,500 — — — 24,500 Repayment of revolving credit facility (275,100 ) — — — (275,100 ) Repayment of term loan (700 ) — — — (700 ) Deferred financing costs (8,225 ) — — — (8,225 ) Net cash used in financing activities (44,936 ) (656 ) — (380 ) (45,972 ) Net change in cash and cash equivalents (7,505 ) — — — (7,505 ) Cash and equivalents, beginning of period 14,165 — — — 14,165 Cash and equivalents, end of period $ 6,660 $ — $ — $ — $ 6,660 |