CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS | CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS DCLC, DPC, Delaware City Terminaling Company LLC, Toledo Terminaling Company LLC, PLPT, PBFX Op Co and TVPC 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 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. December 31, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 52,133 $ 12,088 $ — $ — $ 64,221 Marketable securities - current 40,024 — — — 40,024 Accounts receivable - affiliates 125 37,738 — — 37,863 Accounts receivable — 4,294 — — 4,294 Prepaid expense and other current assets 306 1,351 — — 1,657 Due from related parties 5,168 246,870 — (252,038 ) — Total current assets 97,756 302,341 — (252,038 ) 148,059 Property, plant and equipment, net — 600,071 — — 600,071 Investment in subsidiaries 694,636 — — (694,636 ) — Total assets $ 792,392 $ 902,412 $ — $ (946,674 ) $ 748,130 LIABILITIES AND EQUITY Current liabilities: Accounts payable - affiliates $ 1,670 $ 5,961 $ — $ — $ 7,631 Accounts payable and accrued liabilities 5,719 12,652 — — 18,371 Current portion of long-term debt 39,664 — — — 39,664 Deferred revenue — 952 — — 952 Due to related parties 246,870 5,168 — (252,038 ) — Total current liabilities 293,923 24,733 — (252,038 ) 66,618 Long-term debt 532,011 — — — 532,011 Other long-term liabilities — 3,161 — — 3,161 Total liabilities 825,934 27,894 — (252,038 ) 601,790 Commitments and contingencies (Note 9) Equity: Net investment — 694,636 — (694,636 ) — Common unitholders - Public 434,456 — — — 434,456 Common unitholder - PBF LLC (193,181 ) — — — (193,181 ) Subordinated unitholder - PBF LLC (276,083 ) — — — (276,083 ) IDR holder - PBF LLC 1,266 — — — 1,266 Total PBF Logistics LP equity (33,542 ) 694,636 — (694,636 ) (33,542 ) Noncontrolling Interest — 179,882 — — 179,882 Total equity (33,542 ) 874,518 — (694,636 ) 146,340 Total liabilities and equity $ 792,392 $ 902,412 $ — $ (946,674 ) $ 748,130 13. CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS 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 - affiliate — 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 - affiliate $ 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 13. CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONSOLIDATING STATEMENT OF OPERATIONS Year Ended December 31, 2016 Issuer Guarantors Subsidiaries Non-Guarantors Subsidiaries Combining and Consolidated Adjustments Total Revenue Affiliate $ — $ 175,448 $ — $ — $ 175,448 Third-party — 11,887 — — 11,887 Total revenue — 187,335 — — 187,335 Costs and expenses Operating and maintenance expenses — 44,162 — — 44,162 General and administrative expenses 16,609 353 — — 16,962 Depreciation and amortization — 14,156 — — 14,156 Total costs and expenses 16,609 58,671 — — 75,280 Income (loss) from operations (16,609 ) 128,664 — — 112,055 Other income (expense) Equity in earnings 128,664 — — (128,664 ) — Interest expense, net (28,755 ) — — — (28,755 ) Amortization of loan fees (1,678 ) — — — (1,678 ) Net income (loss) 81,622 128,664 — (128,664 ) 81,622 Less: Net loss attributable to Predecessor — (5,017 ) — — (5,017 ) Less: Net income attributable to noncontrolling interest — 5,679 — — 5,679 Net income attributable to PBF Logistics LP unitholders $ 81,622 $ 128,002 $ — $ (128,664 ) $ 80,960 13. CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONSOLIDATING STATEMENT OF OPERATIONS Year Ended December 31, 2015 Issuer Guarantors Subsidiaries Non-Guarantors Subsidiaries Combining and Consolidated Adjustments Total Revenue Affiliate $ — $ 142,102 $ — $ — $ 142,102 Third-party — — — — — Total revenue — 142,102 — — 142,102 Costs and expenses Operating and maintenance expenses — 25,255 — — 25,255 General and administrative expenses 13,408 481 — — 13,889 Depreciation and amortization expense — 6,582 — — 6,582 Total costs and expenses 13,408 32,318 — — 45,726 Income (loss) from operations (13,408 ) 109,784 — — 96,376 Other income (expenses) Equity in earnings 109,797 — — (109,797 ) — Interest expenses net (19,952 ) 13 — — (19,939 ) Amortization of loan fees (1,315 ) — — — (1,315 ) Net income (loss) 75,122 109,797 — (109,797 ) 75,122 Less: Net income attributable to Predecessor — 1,274 — — 1,274 Net income attributable to PBF Logistics LP unitholders $ 75,122 $ 108,523 $ — $ (109,797 ) $ 73,848 13. CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONSOLIDATING STATEMENT OF OPERATIONS Year Ended December 31, 2014 Issuer Guarantors Subsidiaries Non-Guarantors Subsidiaries Combining and Consolidated Adjustments Total Revenue Affiliate $ 1,905 $ 57,498 $ — $ — $ 59,403 Third-party — — — — — Total revenue 1,905 57,498 — — 59,403 Costs and expenses Operating and maintenance expenses 185 26,030 — — 26,215 General and administrative expenses 6,386 1,815 — — 8,201 Depreciation and amortization expense 27 4,446 — — 4,473 Total operating costs and expenses 6,598 32,291 — — 38,889 Income (loss) from operations (4,693 ) 25,207 — — 20,514 Other income (expenses) Equity in earnings 25,212 — — (25,212 ) — Interest expenses net (2,312 ) 5 — — (2,307 ) Amortization of loan fees (365 ) — — — (365 ) Net income (loss) 17,842 25,212 — (25,212 ) 17,842 Less: Net income attributable to Predecessor — (12,122 ) — — (12,122 ) Net income attributable to PBF Logistics LP unitholders $ 17,842 $ 37,334 $ — $ (25,212 ) $ 29,964 Year Ended December 31, 2016 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 81,622 $ 128,664 $ — $ (128,664 ) $ 81,622 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 14,156 — — 14,156 Amortization of deferred financing fees 1,678 — — — 1,678 Unit-based compensation expense 4,360 — — — 4,360 Equity in earnings (128,664 ) — — 128,664 — Changes in current assets and current liabilities: Accounts receivable- affiliates (125 ) (12,314 ) — — (12,439 ) Accounts receivable — (4,294 ) — — (4,294 ) Prepaid expenses and other current assets (71 ) 3,223 — — 3,152 Accounts payable- affiliates 1,096 2,417 — — 3,513 Accounts payable and accrued liabilities (211 ) 8,131 — — 7,920 Amounts due to/from related parties 115,616 (115,616 ) — — — Deferred revenue — 952 — — 952 Other assets and liabilities (672 ) (330 ) — — (1,002 ) Net cash provided by operating activities 74,629 24,989 — — 99,618 Cash flows from investing activities: Plains Asset Purchase (98,373 ) — — — (98,373 ) Expenditures for property, plant and equipment — (16,307 ) — — (16,307 ) Purchases of marketable securities (1,909,965 ) — — — (1,909,965 ) Maturities of marketable securities 2,104,209 — — — 2,104,209 Investment in subsidiaries (3,053 ) — — 3,053 — Net cash provided by (used in) investing activities 92,818 (16,307 ) — 3,053 79,564 Cash flows from financing activities: Proceeds from issuance of common units, net of underwriters’ discount and commissions 138,378 — — — 138,378 Distribution to PBF LLC related to acquisitions (175,000 ) — — — (175,000 ) Distributions to unitholders (67,534 ) — — — (67,534 ) Contribution from parent — 3,406 — (3,053 ) 353 Repayment of term loan (194,536 ) — — — (194,536 ) Proceeds from revolving credit facility 194,700 — — — 194,700 Repayment of revolving credit facility (30,000 ) — — — (30,000 ) Net cash (used in) provided by financing activities (133,992 ) 3,406 — (3,053 ) (133,639 ) Net change in cash and cash equivalents 33,455 12,088 — — 45,543 Cash and equivalents, beginning of period 18,678 — — — 18,678 Cash and equivalents, end of period $ 52,133 $ 12,088 $ — $ — $ 64,221 13. CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2015 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 75,122 $ 109,797 $ — $ (109,797 ) $ 75,122 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 6,582 — — 6,582 Amortization of deferred financing fees 1,315 — — — 1,315 Unit-based compensation expense 4,279 — — — 4,279 Equity in earnings (109,797 ) — — 109,797 — Changes in current assets and current liabilities: Accounts receivable- affiliates — (12,319 ) — — (12,319 ) Prepaid expenses and other current assets (66 ) (51 ) — — (117 ) Accounts payable- affiliates 93 122 — — 215 Accounts payable and accrued liabilities 3,419 69 — — 3,488 Amounts due to/from related parties 101,938 (101,938 ) — — — Other assets and liabilities (19 ) — — — (19 ) Net cash provided by operating activities 76,284 2,262 — — 78,546 Cash flows from investing activities: Expenditures for property, plant and equipment — (2,046 ) — — (2,046 ) Purchases of marketable securities (2,067,286 ) — — — (2,067,286 ) Maturities of marketable securities 2,067,983 — — — 2,067,983 Investment in subsidiaries (820 ) — — 820 — Net cash (used in) provided by investing activities (123 ) (2,046 ) — 820 (1,349 ) Cash flows from financing activities: Distribution to PBF LLC related to acquisitions (112,500 ) — — — (112,500 ) Distributions to unitholders (49,524 ) — — — (49,524 ) Distribution to Parent — (1,036 ) — — (1,036 ) Contribution from issuer — 820 — (820 ) — Proceeds from issuance of senior notes 350,000 — — — 350,000 Repayment of term loan (700 ) — — — (700 ) Proceeds from revolving credit facility 24,500 — — — 24,500 Repayment of revolving credit facility (275,100 ) — — — (275,100 ) Deferred financing costs (8,324 ) — — — (8,324 ) Net cash used in financing activities (71,648 ) (216 ) — (820 ) (72,684 ) Net change in cash and cash equivalents 4,513 — — — 4,513 Cash and equivalents, beginning of period 14,165 — — — 14,165 Cash and equivalents, end of period $ 18,678 $ — $ — $ — $ 18,678 13. CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONSOLIDATING STATEMENT OF Year Ended December 31, 2014 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income (loss) $ 17,842 $ 25,212 $ — $ (25,212 ) $ 17,842 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 27 4,446 — — 4,473 Amortization of deferred financing fees 365 — — — 365 Unit-based compensation expense 1,086 — — — 1,086 Equity in earnings (25,212 ) — — 25,212 — Changes in current assets and current liabilities: Accounts receivable- affiliates — (11,630 ) — — (11,630 ) Prepaid expenses and other current assets (224 ) (72 ) — — (296 ) Accounts payable- affiliates 481 2,742 — — 3,223 Accounts payable and accrued liabilities 721 (2,897 ) — — (2,176 ) Amounts due to/from related parties 24,148 (24,148 ) — — — Net cash provided by (used in) operating activities 19,234 (6,347 ) — — 12,887 Cash flows from investing activities: Expenditures for property, plant and equipment — (47,805 ) — — (47,805 ) Purchases of marketable securities (1,918,637 ) — — — (1,918,637 ) Maturities of marketable securities 1,683,708 — — — 1,683,708 Net cash used in investing activities (234,929 ) (47,805 ) — — (282,734 ) Cash flows from financing activities: Proceeds from issuance of common units, net of underwriters’ discount and commissions 340,957 — — — 340,957 Offering costs for issuance of common units (5,000 ) — — — (5,000 ) Distribution to PBF LLC related to Offering (328,664 ) — — — (328,664 ) Distribution to PBF LLC related to acquisitions (270,000 ) — — — (270,000 ) Distributions to unitholders (14,916 ) — — — (14,916 ) Contribution from Parent — 54,077 — — 54,077 Proceeds from term loan 300,000 — — — 300,000 Repayment of term loan (65,100 ) — — — (65,100 ) Proceeds from revolving credit facility 275,100 — — — 275,100 Deferred financing costs (2,517 ) — — — (2,517 ) Net cash provided by financing activities 229,860 54,077 — — 283,937 Net change in cash and cash equivalents 14,165 (75 ) — — 14,090 Cash and equivalents, beginning of period — 75 — — 75 Cash and equivalents, end of period $ 14,165 $ — $ — $ — $ 14,165 |