CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS | CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS DCLC, Delaware Pipeline Company LLC, Delaware City Terminaling Company LLC, Toledo Terminaling Company LLC, PLPT, PBFX Op Co, TVPC, PNGPC, TRLC, CLC, PTC and DSLC 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 Corporation (“PBF Logistics Finance”), the guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, governs subsidiaries designated as “Guarantor Subsidiaries.” In addition, PBF LLC provides a limited guarantee of collection of the principal amount of the 2023 Notes, but is not otherwise subject to the covenants of the Indenture. Refer to PBF LLC’s condensed consolidated interim financial statements, which are included in its Quarterly Report on Form 10-Q. 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. 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING BALANCE SHEET September 30, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 1,669 $ 16,353 $ — $ — $ 18,022 Accounts receivable - affiliates 1 33,453 — — 33,454 Accounts receivable — 3,010 — — 3,010 Prepaids and other current assets 2,099 1,397 — — 3,496 Due from related parties 131,120 510,086 — (641,206 ) — Total current assets 134,889 564,299 — (641,206 ) 57,982 Property, plant and equipment, net — 736,876 — — 736,876 Goodwill — 6,332 — — 6,332 Other non-current assets — 5,660 — — 5,660 Investment in subsidiaries 986,768 — — (986,768 ) — Total assets $ 1,121,657 $ 1,313,167 $ — $ (1,627,974 ) $ 806,850 LIABILITIES AND EQUITY Current liabilities: Accounts payable - affiliates $ 754 $ 16,905 $ — $ — $ 17,659 Accounts payable and accrued liabilities 17,240 6,816 — — 24,056 Deferred revenue — 1,183 — — 1,183 Due to related parties 510,086 131,120 — (641,206 ) — Total current liabilities 528,080 156,024 — (641,206 ) 42,898 Long-term debt 567,152 — — — 567,152 Other long-term liabilities — 1,612 — — 1,612 Total liabilities 1,095,232 157,636 — (641,206 ) 611,662 Commitments and contingencies ( Note 9 ) Equity: Net investment - Predecessor — 986,768 — (986,768 ) — Common unitholders 22,784 — — — 22,784 IDR holder - PBF LLC 3,641 — — — 3,641 Total PBF Logistics LP equity 26,425 986,768 — (986,768 ) 26,425 Noncontrolling interest — 168,763 — — 168,763 Total equity 26,425 1,155,531 — (986,768 ) 195,188 Total liabilities and equity $ 1,121,657 $ 1,313,167 $ — $ (1,627,974 ) $ 806,850 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2017* Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 10,909 $ 8,755 $ — $ — $ 19,664 Accounts receivable - affiliates 1 40,816 — — 40,817 Accounts receivable — 1,423 — — 1,423 Prepaids and other current assets 571 1,222 — — 1,793 Due from related parties 64,162 388,737 — (452,899 ) — Total current assets 75,643 440,953 — (452,899 ) 63,697 Property, plant and equipment, net — 684,488 — — 684,488 Other non-current assets — 30 — — 30 Investment in subsidiaries 866,922 — — (866,922 ) — Total assets $ 942,565 $ 1,125,471 $ — $ (1,319,821 ) $ 748,215 LIABILITIES AND EQUITY Current liabilities: Accounts payable - affiliates $ 2,022 $ 6,330 $ — $ — $ 8,352 Accounts payable and accrued liabilities 7,156 12,638 — — 19,794 Deferred revenue — 1,438 — — 1,438 Due to related parties 388,737 64,162 — (452,899 ) — Total current liabilities 397,915 84,568 — (452,899 ) 29,584 Long-term debt 548,793 — — — 548,793 Other long-term liabilities — 2,078 — — 2,078 Total liabilities 946,708 86,646 — (452,899 ) 580,455 Commitments and contingencies (Note 9) Equity: Net investment - Predecessor 10,665 866,922 — (866,922 ) 10,665 Common unitholders (17,544 ) — — — (17,544 ) IDR holder - PBF LLC 2,736 — — — 2,736 Total PBF Logistics LP equity (4,143 ) 866,922 — (866,922 ) (4,143 ) Noncontrolling interest — 171,903 — — 171,903 Total equity (4,143 ) 1,038,825 — (866,922 ) 167,760 Total liabilities and equity $ 942,565 $ 1,125,471 $ — $ (1,319,821 ) $ 748,215 * Prior-period financial information has been retrospectively adjusted for the Development Assets Acquisition. 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended September 30, 2018* Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 66,140 $ — $ — $ 66,140 Third-party — 4,416 — — 4,416 Total revenue — 70,556 — — 70,556 Costs and expenses: Operating and maintenance expenses — 20,803 — — 20,803 General and administrative expenses 4,725 — — — 4,725 Depreciation and amortization — 7,451 — — 7,451 Total costs and expenses 4,725 28,254 — — 32,979 Income (loss) from operations (4,725 ) 42,302 — — 37,577 Other income (expense): Equity in earnings of subsidiaries 42,302 — — (42,302 ) — Interest expense, net (10,070 ) — — — (10,070 ) Amortization of loan fees and debt premium (497 ) — — — (497 ) Net income 27,010 42,302 — (42,302 ) 27,010 Less: Net loss attributable to Predecessor — (80 ) — — (80 ) Less: Net income attributable to noncontrolling interest — 4,725 — — 4,725 Net income attributable to the partners 27,010 37,657 — (42,302 ) 22,365 Less: Net income attributable to the IDR holder 3,641 — — — 3,641 Net income attributable to PBF Logistics LP unitholders $ 23,369 $ 37,657 $ — $ (42,302 ) $ 18,724 * Current-period financial information has been retrospectively adjusted for the Development Assets Acquisition. 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended September 30, 2017* Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 62,359 $ — $ — $ 62,359 Third-party — 3,836 — — 3,836 Total revenue — 66,195 — — 66,195 Costs and expenses: Operating and maintenance expenses — 17,704 — — 17,704 General and administrative expenses 3,534 — — — 3,534 Depreciation and amortization — 5,756 — — 5,756 Total costs and expenses 3,534 23,460 — — 26,994 Income (loss) from operations (3,534 ) 42,735 — — 39,201 Other income (expense): Equity in earnings of subsidiaries 42,735 — — (42,735 ) — Interest expense, net (7,416 ) — — — (7,416 ) Amortization of loan fees (332 ) — — — (332 ) Net income 31,453 42,735 — (42,735 ) 31,453 Less: Net loss attributable to Predecessor — (1,219 ) — — (1,219 ) Less: Net income attributable to noncontrolling interest — 3,799 — — 3,799 Net income attributable to the partners 31,453 40,155 — (42,735 ) 28,873 Less: Net income attributable to the IDR holder 2,526 — — — 2,526 Net income attributable to PBF Logistics LP unitholders $ 28,927 $ 40,155 $ — $ (42,735 ) $ 26,347 * Prior-period financial information has been retrospectively adjusted for the Development Assets Acquisition. 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Nine Months Ended September 30, 2018* Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 190,789 $ — $ — $ 190,789 Third-party — 12,606 — — 12,606 Total revenue — 203,395 — — 203,395 Costs and expenses: Operating and maintenance expenses — 61,407 — — 61,407 General and administrative expenses 15,504 — — — 15,504 Depreciation and amortization — 21,185 — — 21,185 Total costs and expenses 15,504 82,592 — — 98,096 Income (loss) from operations (15,504 ) 120,803 — — 105,299 Other income (expense): Equity in earnings of subsidiaries 120,803 — — (120,803 ) — Interest expense, net (29,684 ) — — — (29,684 ) Amortization of loan fees and debt premium (1,256 ) — — — (1,256 ) Net income 74,359 120,803 — (120,803 ) 74,359 Less: Net loss attributable to Predecessor — (2,443 ) — — (2,443 ) Less: Net income attributable to noncontrolling interest — 13,110 — — 13,110 Net income attributable to the partners 74,359 110,136 — (120,803 ) 63,692 Less: Net income attributable to the IDR holder 10,011 — — — 10,011 Net income attributable to PBF Logistics LP unitholders $ 64,348 $ 110,136 $ — $ (120,803 ) $ 53,681 * Current-period financial information has been retrospectively adjusted for the Development Assets Acquisition. 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Nine Months Ended September 30, 2017* Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 176,916 $ — $ — $ 176,916 Third-party — 13,459 — — 13,459 Total revenue — 190,375 — — 190,375 Costs and expenses: Operating and maintenance expenses — 52,567 — — 52,567 General and administrative expenses 12,947 — — — 12,947 Depreciation and amortization — 17,096 — — 17,096 Total costs and expenses 12,947 69,663 — — 82,610 Income (loss) from operations (12,947 ) 120,712 — — 107,765 Other income (expense): Equity in earnings of subsidiaries 120,712 — — (120,712 ) — Interest expense, net (22,493 ) — — — (22,493 ) Amortization of loan fees (1,125 ) — — — (1,125 ) Net income 84,147 120,712 — (120,712 ) 84,147 Less: Net loss attributable to Predecessor — (3,863 ) — — (3,863 ) Less: Net income attributable to noncontrolling interest — 11,218 — — 11,218 Net income attributable to the partners 84,147 113,357 — (120,712 ) 76,792 Less: Net income attributable to the IDR holder 6,319 — — — 6,319 Net income attributable to PBF Logistics LP unitholders $ 77,828 $ 113,357 $ — $ (120,712 ) $ 70,473 * Prior-period financial information has been retrospectively adjusted for the Development Assets Acquisition. 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2018* Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 74,359 $ 120,803 $ — $ (120,803 ) $ 74,359 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 21,185 — — 21,185 Amortization of loan fees and debt premium 1,256 — — — 1,256 Unit-based compensation expense 4,549 — — — 4,549 Equity in earnings of subsidiaries (120,803 ) — — 120,803 — Changes in operating assets and liabilities: Accounts receivable - affiliates — 7,363 — — 7,363 Accounts receivable — (1,587 ) — — (1,587 ) Prepaids and other current assets (1,528 ) (175 ) — — (1,703 ) Accounts payable - affiliates (1,268 ) 10,575 — — 9,307 Accounts payable and accrued liabilities 9,108 (4,484 ) — — 4,624 Amounts due to (from) related parties 54,391 (54,391 ) — — — Deferred revenue — (255 ) — — (255 ) Other assets and liabilities (1,049 ) (467 ) — — (1,516 ) Net cash provided by operating activities 19,015 98,567 — — 117,582 Cash flows from investing activities: Knoxville Terminals Purchase — (58,000 ) — — (58,000 ) Expenditures for property, plant and equipment — (28,627 ) — — (28,627 ) Investment in subsidiaries (7,707 ) — — 7,707 — Net cash used in investing activities $ (7,707 ) $ (86,627 ) $ — $ 7,707 $ (86,627 ) * Current-period financial information has been retrospectively adjusted for the Development Assets Acquisition. 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Continued) Nine Months Ended September 30, 2018* Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from financing activities: Net proceeds from issuance of common units $ 34,820 $ — $ — $ — $ 34,820 Distributions to unitholders (72,471 ) — — — (72,471 ) Contribution from parent — 11,908 — (7,707 ) 4,201 Distributions to TVPC members — (16,250 ) — — (16,250 ) Proceeds from revolving credit facility 64,000 — — — 64,000 Repayment of revolving credit facility (43,700 ) — — — (43,700 ) Deferred financing costs (3,197 ) — — — (3,197 ) Net cash used in financing activities (20,548 ) (4,342 ) — (7,707 ) (32,597 ) Net change in cash and cash equivalents (9,240 ) 7,598 — — (1,642 ) Cash and cash equivalents at beginning of year 10,909 8,755 — — 19,664 Cash and cash equivalents at end of period $ 1,669 $ 16,353 $ — $ — $ 18,022 * Current-period financial information has been retrospectively adjusted for the Development Assets Acquisition. 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2017* Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 84,147 $ 120,712 $ — $ (120,712 ) $ 84,147 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 17,096 — — 17,096 Amortization of loan fees 1,125 — — — 1,125 Unit-based compensation expense 4,515 — — — 4,515 Equity in earnings of subsidiaries (120,712 ) — — 120,712 — Changes in operating assets and liabilities: Accounts receivable - affiliates 124 694 — — 818 Accounts receivable — 3,188 — — 3,188 Prepaids and other current assets (599 ) 270 — — (329 ) Accounts payable - affiliates 1,392 (892 ) — — 500 Accounts payable and accrued liabilities 5,817 1,888 — — 7,705 Amounts due to (from) related parties 64,063 (64,063 ) — — — Deferred revenue — 39 — — 39 Other assets and liabilities (7 ) (1,121 ) — — (1,128 ) Net cash provided by operating activities 39,865 77,811 — — 117,676 Cash flows from investing activities: Toledo Products Terminal Acquisition — (10,097 ) — — (10,097 ) Expenditures for property, plant and equipment — (62,003 ) — — (62,003 ) Purchase of marketable securities (75,036 ) — — — (75,036 ) Maturities of marketable securities 115,060 — — — 115,060 Investment in subsidiaries (10,550 ) — — 10,550 — Net cash provided by (used in) investing activities $ 29,474 $ (72,100 ) $ — $ 10,550 $ (32,076 ) * Prior-period financial information has been retrospectively adjusted for the Development Assets Acquisition. 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Continued) Nine Months Ended September 30, 2017* Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from financing activities: Distributions to unitholders $ (62,794 ) $ — $ — $ — $ (62,794 ) Distributions to TVPC members — (17,348 ) — — (17,348 ) Contribution from parent — 19,955 — (10,550 ) 9,405 Repayment of term loan (39,664 ) — — — (39,664 ) Net cash (used in) provided by financing activities (102,458 ) 2,607 — (10,550 ) (110,401 ) Net change in cash and cash equivalents (33,119 ) 8,318 — — (24,801 ) Cash and cash equivalents at beginning of year 52,133 12,088 — — 64,221 Cash and cash equivalents at end of period $ 19,014 $ 20,406 $ — $ — $ 39,420 * Prior-period financial information has been retrospectively adjusted for the Development Assets Acquisition. |