CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS | CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS DCLC, DPC, DCTC, Toledo Terminaling Company LLC, PLPT, PBFX Op Co, TVPC, Paulsboro Natural Gas Pipeline Company LLC, TRLC, CLC, PTC, DSLC and CPI 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, as supplemented, 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 financial statements, which are included in its Quarterly Report on Form 10-Q for the period ended March 31, 2019 . 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 March 31, 2019 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 1,457 $ 14,989 $ — $ — $ 16,446 Accounts receivable - affiliates 119 43,812 — — 43,931 Accounts receivable 365 4,792 — — 5,157 Prepaids and other current assets 796 3,814 — — 4,610 Due from related parties 172,765 601,135 — (773,900 ) — Total current assets 175,502 668,542 — (773,900 ) 70,144 Property, plant and equipment, net — 861,617 — — 861,617 Goodwill — 6,332 — — 6,332 Other non-current assets — 19,154 — — 19,154 Investment in subsidiaries 1,169,668 — — (1,169,668 ) — Total assets $ 1,345,170 $ 1,555,645 $ — $ (1,943,568 ) $ 957,247 LIABILITIES AND EQUITY Current liabilities: Accounts payable - affiliates $ 755 $ 3,959 $ — $ — $ 4,714 Accounts payable and accrued liabilities 51,522 14,100 — — 65,622 Deferred revenue — 2,895 — — 2,895 Due to related parties 601,135 172,765 — (773,900 ) — Total current liabilities 653,412 193,719 — (773,900 ) 73,231 Long-term debt 677,773 — — — 677,773 Other long-term liabilities — 24,567 — — 24,567 Total liabilities 1,331,185 218,286 — (773,900 ) 775,571 Commitments and contingencies (Note 9) Equity: Net investment — 1,169,668 — (1,169,668 ) — Common unitholders 13,985 — — — 13,985 Total PBF Logistics LP equity 13,985 1,169,668 — (1,169,668 ) 13,985 Noncontrolling interest — 167,691 — — 167,691 Total equity 13,985 1,337,359 — (1,169,668 ) 181,676 Total liabilities and equity $ 1,345,170 $ 1,555,645 $ — $ (1,943,568 ) $ 957,247 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 4,010 $ 15,898 $ — $ — $ 19,908 Accounts receivable - affiliates 9 37,043 — — 37,052 Accounts receivable 365 7,146 — — 7,511 Prepaids and other current assets 1,137 3,461 — — 4,598 Due from related parties 161,613 561,605 — (723,218 ) — Total current assets 167,134 625,153 — (723,218 ) 69,069 Property, plant and equipment, net — 862,117 — — 862,117 Goodwill — 6,332 — — 6,332 Other non-current assets — 18,835 — — 18,835 Investment in subsidiaries 1,133,775 — — (1,133,775 ) — Total assets $ 1,300,909 $ 1,512,437 $ — $ (1,856,993 ) $ 956,353 LIABILITIES AND EQUITY Current liabilities: Accounts payable - affiliates $ 1,239 $ 10,808 $ — $ — $ 12,047 Accounts payable and accrued liabilities 41,023 9,949 — — 50,972 Deferred revenue — 2,960 — — 2,960 Due to related parties 561,605 161,613 — (723,218 ) — Total current liabilities 603,867 185,330 — (723,218 ) 65,979 Long-term debt 673,324 — — — 673,324 Other long-term liabilities — 23,860 — — 23,860 Total liabilities 1,277,191 209,190 — (723,218 ) 763,163 Commitments and contingencies (Note 9) Equity: Net investment — 1,133,775 — (1,133,775 ) — Common unitholders 23,718 — — — 23,718 Total PBF Logistics LP equity 23,718 1,133,775 — (1,133,775 ) 23,718 Noncontrolling interest — 169,472 — — 169,472 Total equity 23,718 1,303,247 — (1,133,775 ) 193,190 Total liabilities and equity $ 1,300,909 $ 1,512,437 $ — $ (1,856,993 ) $ 956,353 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended March 31, 2019 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 71,332 $ — $ — $ 71,332 Third-party — 7,513 — — 7,513 Total revenue — 78,845 — — 78,845 Costs and expenses: Operating and maintenance expenses — 29,916 — — 29,916 General and administrative expenses 6,010 — — — 6,010 Depreciation and amortization — 8,721 — — 8,721 Total costs and expenses 6,010 38,637 — — 44,647 Income (loss) from operations (6,010 ) 40,208 — — 34,198 Other income (expense): Equity in earnings of subsidiaries 39,722 — — (39,722 ) — Interest expense, net (10,913 ) — — — (10,913 ) Amortization of loan fees and debt premium (449 ) — — — (449 ) Accretion on discounted liabilities (274 ) (486 ) — — (760 ) Net income 22,076 39,722 — (39,722 ) 22,076 Less: Net income attributable to noncontrolling interest — 4,719 — — 4,719 Net income attributable to PBF Logistics LP unitholders $ 22,076 $ 35,003 $ — $ (39,722 ) $ 17,357 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended March 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 60,864 $ — $ — $ 60,864 Third-party — 3,876 — — 3,876 Total revenue — 64,740 — — 64,740 Costs and expenses: Operating and maintenance expenses — 19,880 — — 19,880 General and administrative expenses 4,291 — — — 4,291 Depreciation and amortization — 6,643 — — 6,643 Total costs and expenses 4,291 26,523 — — 30,814 Income (loss) from operations (4,291 ) 38,217 — — 33,926 Other income (expense): Equity in earnings of subsidiaries 38,217 — — (38,217 ) — Interest expense, net (9,585 ) — — — (9,585 ) Amortization of loan fees and debt premium (363 ) — — — (363 ) Net income 23,978 38,217 — (38,217 ) 23,978 Less: Net loss attributable to Predecessor — (1,279 ) — — (1,279 ) Less: Net income attributable to noncontrolling interest — 4,022 — — 4,022 Net income attributable to the partners 23,978 35,474 — (38,217 ) 21,235 Less: Net income attributable to the IDR holder 2,959 — — — 2,959 Net income attributable to PBF Logistics LP unitholders $ 21,019 $ 35,474 $ — $ (38,217 ) $ 18,276 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2019 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 22,076 $ 39,722 $ — $ (39,722 ) $ 22,076 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 8,721 — — 8,721 Amortization of loan fees and debt premium 449 — — — 449 Accretion on discounted liabilities 274 486 — — 760 Unit-based compensation expense 964 — — — 964 Equity in earnings of subsidiaries (39,722 ) — — 39,722 — Changes in operating assets and liabilities: Accounts receivable - affiliates (110 ) (6,769 ) — — (6,879 ) Accounts receivable — 2,354 — — 2,354 Prepaids and other current assets 341 (353 ) — — (12 ) Accounts payable - affiliates (484 ) (2,901 ) — — (3,385 ) Accounts payable and accrued liabilities 9,863 3,439 — — 13,302 Amounts due to (from) related parties 28,378 (28,378 ) — — — Deferred revenue — (65 ) — — (65 ) Other assets and liabilities — (76 ) — — (76 ) Net cash provided by operating activities 22,029 16,180 — — 38,209 Cash flows from investing activities: Expenditures for property, plant and equipment — (11,220 ) — — (11,220 ) Investment in subsidiaries (631 ) — — 631 — Net cash used in investing activities $ (631 ) $ (11,220 ) $ — $ 631 $ (11,220 ) 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Continued) Three Months Ended March 31, 2019 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from financing activities: Distributions to unitholders $ (27,951 ) $ — $ — $ — $ (27,951 ) Distributions to TVPC members — (6,500 ) — — (6,500 ) Contribution from parent — 631 — (631 ) — Proceeds from revolving credit facility 16,000 — — — 16,000 Repayment of revolving credit facility (12,000 ) — — — (12,000 ) Net cash used in financing activities (23,951 ) (5,869 ) — (631 ) (30,451 ) Net change in cash and cash equivalents (2,553 ) (909 ) — — (3,462 ) Cash and cash equivalents at beginning of year 4,010 15,898 — — 19,908 Cash and cash equivalents at end of period $ 1,457 $ 14,989 $ — $ — $ 16,446 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 23,978 $ 38,217 $ — $ (38,217 ) $ 23,978 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 6,643 — — 6,643 Amortization of loan fees and debt premium 363 — — — 363 Unit-based compensation expense 834 — — — 834 Equity in earnings of subsidiaries (38,217 ) — — 38,217 — Changes in operating assets and liabilities: Accounts receivable - affiliates (23 ) 8,359 — — 8,336 Accounts receivable — 115 — — 115 Prepaids and other current assets 30 (628 ) — — (598 ) Accounts payable - affiliates (1,470 ) (1,514 ) — — (2,984 ) Accounts payable and accrued liabilities 10,172 (3,264 ) — — 6,908 Amounts due to (from) related parties 29,243 (29,243 ) — — — Deferred revenue — (595 ) — — (595 ) Other assets and liabilities — (75 ) — — (75 ) Net cash provided by operating activities 24,910 18,015 — — 42,925 Cash flows from investing activities: Expenditures for property, plant and equipment — (3,953 ) — — (3,953 ) Investment in subsidiaries (462 ) — — 462 — Net cash used in investing activities $ (462 ) $ (3,953 ) $ — $ 462 $ (3,953 ) 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Continued) Three Months Ended March 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from financing activities: Distributions to unitholders $ (23,058 ) $ — $ — $ — $ (23,058 ) Distributions to TVPC members — (5,000 ) — — (5,000 ) Contribution from parent — 1,593 — (462 ) 1,131 Repayment of revolving credit facility (9,700 ) — — — (9,700 ) Net cash used in financing activities (32,758 ) (3,407 ) — (462 ) (36,627 ) Net change in cash and cash equivalents (8,310 ) 10,655 — — 2,345 Cash and cash equivalents at beginning of year 10,909 8,755 — — 19,664 Cash and cash equivalents at end of period $ 2,599 $ 19,410 $ — $ — $ 22,009 |