CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS | CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS Delaware City Logistics Company LLC, 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 June 30, 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’ investments in their subsidiaries are accounted for under the equity method of accounting. 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING BALANCE SHEET June 30, 2019 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 6,836 $ 13,164 $ — $ — $ 20,000 Accounts receivable - affiliates 580 46,699 — — 47,279 Accounts receivable 365 4,764 — — 5,129 Prepaids and other current assets 1,512 4,371 — — 5,883 Due from related parties 180,784 654,745 — (835,529 ) — Total current assets 190,077 723,743 — (835,529 ) 78,291 Property, plant and equipment, net — 855,958 — — 855,958 Goodwill — 6,332 — — 6,332 Other non-current assets — 18,992 — — 18,992 Investment in subsidiaries 1,382,665 — — (1,382,665 ) — Total assets $ 1,572,742 $ 1,605,025 $ — $ (2,218,194 ) $ 959,573 LIABILITIES AND EQUITY Current liabilities: Accounts payable - affiliates $ 1,085 $ 4,384 $ — $ — $ 5,469 Accounts payable 1,121 4,301 — — 5,422 Accrued liabilities 39,578 5,064 — — 44,642 Deferred revenue — 2,875 — — 2,875 Due to related parties 654,745 180,784 — (835,529 ) — Total current liabilities 696,529 197,408 — (835,529 ) 58,408 Long-term debt 769,219 — — — 769,219 Other long-term liabilities — 24,952 — — 24,952 Total liabilities 1,465,748 222,360 — (835,529 ) 852,579 Commitments and contingencies (Note 9) Equity: Net investment — 1,382,665 — (1,382,665 ) — Common unitholders 106,994 — — — 106,994 Total equity 106,994 1,382,665 — (1,382,665 ) 106,994 Total liabilities and equity $ 1,572,742 $ 1,605,025 $ — $ (2,218,194 ) $ 959,573 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 1,176 3,484 — — 4,660 Accrued liabilities 39,847 6,465 — — 46,312 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 June 30, 2019 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 74,656 $ — $ — $ 74,656 Third-party — 8,094 — — 8,094 Total revenue — 82,750 — — 82,750 Costs and expenses: Operating and maintenance expenses — 28,553 — — 28,553 General and administrative expenses 7,580 — — — 7,580 Depreciation and amortization — 8,854 — — 8,854 Total costs and expenses 7,580 37,407 — — 44,987 Income (loss) from operations (7,580 ) 45,343 — — 37,763 Other income (expense): Equity in earnings of subsidiaries 44,846 — — (44,846 ) — Interest expense, net (11,216 ) — — — (11,216 ) Amortization of loan fees and debt premium (446 ) — — — (446 ) Accretion on discounted liabilities (276 ) (497 ) — — (773 ) Net income 25,328 44,846 — (44,846 ) 25,328 Less: Net income attributable to noncontrolling interest — 3,162 — — 3,162 Net income attributable to PBF Logistics LP unitholders $ 25,328 $ 41,684 $ — $ (44,846 ) $ 22,166 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended June 30, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 63,785 $ — $ — $ 63,785 Third-party — 4,314 — — 4,314 Total revenue — 68,099 — — 68,099 Costs and expenses: Operating and maintenance expenses — 20,724 — — 20,724 General and administrative expenses 6,488 — — — 6,488 Depreciation and amortization — 7,091 — — 7,091 Total costs and expenses 6,488 27,815 — — 34,303 Income (loss) from operations (6,488 ) 40,284 — — 33,796 Other income (expense): Equity in earnings of subsidiaries 40,284 — — (40,284 ) — Interest expense, net (10,029 ) — — — (10,029 ) Amortization of loan fees and debt premium (396 ) — — — (396 ) Net income 23,371 40,284 — (40,284 ) 23,371 Less: Net loss attributable to Predecessor — (1,084 ) — — (1,084 ) Less: Net income attributable to noncontrolling interest — 4,363 — — 4,363 Net income attributable to the partners 23,371 37,005 — (40,284 ) 20,092 Less: Net income attributable to the IDR holder 3,415 — — — 3,415 Net income attributable to PBF Logistics LP unitholders $ 19,956 $ 37,005 $ — $ (40,284 ) $ 16,677 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Six Months Ended June 30, 2019 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 145,988 $ — $ — $ 145,988 Third-party — 15,607 — — 15,607 Total revenue — 161,595 — — 161,595 Costs and expenses: Operating and maintenance expenses — 58,469 — — 58,469 General and administrative expenses 13,590 — — — 13,590 Depreciation and amortization — 17,575 — — 17,575 Total costs and expenses 13,590 76,044 — — 89,634 Income (loss) from operations (13,590 ) 85,551 — — 71,961 Other income (expense): Equity in earnings of subsidiaries 84,568 — — (84,568 ) — Interest expense, net (22,129 ) — — — (22,129 ) Amortization of loan fees and debt premium (895 ) — — — (895 ) Accretion on discounted liabilities (550 ) (983 ) — — (1,533 ) Net income 47,404 84,568 — (84,568 ) 47,404 Less: Net income attributable to noncontrolling interest — 7,881 — — 7,881 Net income attributable to PBF Logistics LP unitholders $ 47,404 $ 76,687 $ — $ (84,568 ) $ 39,523 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Six Months Ended June 30, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 124,649 $ — $ — $ 124,649 Third-party — 8,190 — — 8,190 Total revenue — 132,839 — — 132,839 Costs and expenses: Operating and maintenance expenses — 40,604 — — 40,604 General and administrative expenses 10,779 — — — 10,779 Depreciation and amortization — 13,734 — — 13,734 Total costs and expenses 10,779 54,338 — — 65,117 Income (loss) from operations (10,779 ) 78,501 — — 67,722 Other income (expense): Equity in earnings of subsidiaries 78,501 — — (78,501 ) — Interest expense, net (19,614 ) — — — (19,614 ) Amortization of loan fees and debt premium (759 ) — — — (759 ) Net income 47,349 78,501 — (78,501 ) 47,349 Less: Net loss attributable to Predecessor — (2,363 ) — — (2,363 ) Less: Net income attributable to noncontrolling interest — 8,385 — — 8,385 Net income attributable to the partners 47,349 72,479 — (78,501 ) 41,327 Less: Net income attributable to the IDR holder 6,370 — — — 6,370 Net income attributable to PBF Logistics LP unitholders $ 40,979 $ 72,479 $ — $ (78,501 ) $ 34,957 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2019 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 47,404 $ 84,568 $ — $ (84,568 ) $ 47,404 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 17,575 — — 17,575 Amortization of loan fees and debt premium 895 — — — 895 Accretion on discounted liabilities 550 983 — — 1,533 Unit-based compensation expense 4,351 — — — 4,351 Equity in earnings of subsidiaries (84,568 ) — — 84,568 — Changes in operating assets and liabilities: Accounts receivable - affiliates (571 ) (9,656 ) — — (10,227 ) Accounts receivable — 2,382 — — 2,382 Prepaids and other current assets (375 ) (910 ) — — (1,285 ) Accounts payable - affiliates (154 ) (2,476 ) — — (2,630 ) Accounts payable (55 ) 817 — — 762 Accrued liabilities (1,586 ) (1,271 ) — — (2,857 ) Amounts due to (from) related parties 73,969 (73,969 ) — — — Deferred revenue — (85 ) — — (85 ) Other assets and liabilities (1,784 ) (148 ) — — (1,932 ) Net cash provided by operating activities 38,076 17,810 — — 55,886 Cash flows from investing activities: Expenditures for property, plant and equipment — (15,152 ) — — (15,152 ) Investment in subsidiaries (3,108 ) — — 3,108 — Net cash used in investing activities $ (3,108 ) $ (15,152 ) $ — $ 3,108 $ (15,152 ) 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (continued) Six Months Ended June 30, 2019 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from financing activities: Net proceeds from issuance of common units $ 132,483 $ — $ — $ — $ 132,483 Acquisition of TVPC noncontrolling interest (200,000 ) — — — (200,000 ) Distributions to unitholders (59,625 ) — — — (59,625 ) Distributions to TVPC members — (8,500 ) — — (8,500 ) Contribution from parent — 3,108 — (3,108 ) — Proceeds from revolving credit facility 196,000 — — — 196,000 Repayment of revolving credit facility (101,000 ) — — — (101,000 ) Net cash used in financing activities (32,142 ) (5,392 ) — (3,108 ) (40,642 ) Net change in cash and cash equivalents 2,826 (2,734 ) — — 92 Cash and cash equivalents at beginning of year 4,010 15,898 — — 19,908 Cash and cash equivalents at end of period $ 6,836 $ 13,164 $ — $ — $ 20,000 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 47,349 $ 78,501 $ — $ (78,501 ) $ 47,349 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 13,734 — — 13,734 Amortization of loan fees and debt premium 759 — — — 759 Unit-based compensation expense 3,497 — — — 3,497 Equity in earnings of subsidiaries (78,501 ) — — 78,501 — Changes in operating assets and liabilities: Accounts receivable - affiliates — 9,344 — — 9,344 Accounts receivable — (1,077 ) — — (1,077 ) Prepaids and other current assets 3 239 — — 242 Accounts payable - affiliates 300 (1,907 ) — — (1,607 ) Accounts payable 328 (2,900 ) — — (2,572 ) Accrued liabilities (489 ) (2,265 ) — — (2,754 ) Amounts due to (from) related parties 18,442 (18,442 ) — — — Deferred revenue — (286 ) — — (286 ) Other assets and liabilities (1,049 ) (253 ) — — (1,302 ) Net cash (used in) provided by operating activities (9,361 ) 74,688 — — 65,327 Cash flows from investing activities: Knoxville Terminals Purchase — (58,000 ) — — (58,000 ) Expenditures for property, plant and equipment — (7,671 ) — — (7,671 ) Investment in subsidiaries (850 ) — — 850 — Net cash used in investing activities $ (850 ) $ (65,671 ) $ — $ 850 $ (65,671 ) 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (continued) Six Months Ended June 30, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from financing activities: Distributions to unitholders $ (46,611 ) $ — $ — $ — $ (46,611 ) Distributions to TVPC members — (11,250 ) — — (11,250 ) Contribution from parent — 5,043 — (850 ) 4,193 Proceeds from revolving credit facility 64,000 — — — 64,000 Repayment of revolving credit facility (9,700 ) — — — (9,700 ) Deferred financing costs and other (271 ) — — — (271 ) Net cash provided by (used in) financing activities 7,418 (6,207 ) — (850 ) 361 Net change in cash and cash equivalents (2,793 ) 2,810 — — 17 Cash and cash equivalents at beginning of year 10,909 8,755 — — 19,664 Cash and cash equivalents at end of period $ 8,116 $ 11,565 $ — $ — $ 19,681 |