CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS | CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS DCLC, DPC, DCTC, Toledo Terminaling, PLPT, PBFX Op Co, TVPC, PNGPC, 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 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 consolidated financial statements, which are included in its Annual Report on Form 10-K. 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’ investments in their subsidiaries are accounted for under the equity method of accounting. CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONSOLIDATING BALANCE SHEET December 31, 2019 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total ASSETS Current assets: Cash and cash equivalents $ 16,629 $ 18,337 $ — $ — $ 34,966 Accounts receivable - affiliates 194 47,862 — — 48,056 Accounts receivable — 7,351 — — 7,351 Prepaids and other current assets 1,310 2,518 — — 3,828 Due from related parties 207,290 788,430 — (995,720 ) — Total current assets 225,423 864,498 — (995,720 ) 94,201 Property, plant and equipment, net — 854,610 — — 854,610 Goodwill — 6,332 — — 6,332 Other non-current assets — 17,859 — — 17,859 Investment in subsidiaries 1,481,822 — — (1,481,822 ) — Total assets $ 1,707,245 $ 1,743,299 $ — $ (2,477,542 ) $ 973,002 LIABILITIES AND EQUITY Current liabilities: Accounts payable - affiliates $ 1,746 $ 4,708 $ — $ — $ 6,454 Accounts payable 384 9,840 — — 10,224 Accrued liabilities 9,498 18,341 — — 27,839 Deferred revenue — 3,189 — — 3,189 Due to related parties 788,430 207,290 — (995,720 ) — Total current liabilities 800,058 243,368 — (995,720 ) 47,706 Long-term debt 802,104 — — — 802,104 Other long-term liabilities — 18,109 — — 18,109 Total liabilities 1,602,162 261,477 — (995,720 ) 867,919 Commitments and contingencies (Note 11) Equity: Net investment — 1,481,822 — (1,481,822 ) — Common unitholders 105,083 — — — 105,083 Total equity 105,083 1,481,822 — (1,481,822 ) 105,083 Total liabilities and equity $ 1,707,245 $ 1,743,299 $ — $ (2,477,542 ) $ 973,002 15. CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS 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 11) 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 CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONSOLIDATING STATEMENT OF OPERATIONS Year Ended December 31, 2019 Issuer Guarantors Subsidiaries Non-Guarantors Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 300,877 $ — $ — $ 300,877 Third-party — 39,335 — — 39,335 Total revenue — 340,212 — — 340,212 Costs and expenses: Operating and maintenance expenses — 118,614 — — 118,614 General and administrative expenses 24,515 — — — 24,515 Depreciation and amortization — 38,601 — — 38,601 Change in contingent consideration — (790 ) — — (790 ) Total costs and expenses 24,515 156,425 — — 180,940 Income (loss) from operations (24,515 ) 183,787 — — 159,272 Other income (expense): Equity in earnings of subsidiaries 181,848 — — (181,848 ) — Interest expense, net (46,555 ) — — — (46,555 ) Amortization of loan fees and debt premium (1,780 ) — — — (1,780 ) Accretion on discounted liabilities (829 ) (1,939 ) — — (2,768 ) Net income 108,169 181,848 — (181,848 ) 108,169 Less: Net income attributable to noncontrolling interest — 7,881 — — 7,881 Net income attributable to PBF Logistics LP unitholders $ 108,169 $ 173,967 $ — $ (181,848 ) $ 100,288 15. CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONSOLIDATING STATEMENT OF OPERATIONS Year Ended December 31, 2018 Issuer Guarantors Subsidiaries Non-Guarantors Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 259,426 $ — $ — $ 259,426 Third-party — 24,014 — — 24,014 Total revenue — 283,440 — — 283,440 Costs and expenses: Operating and maintenance expenses — 88,390 — — 88,390 General and administrative expenses 21,371 — — — 21,371 Depreciation and amortization — 29,809 — — 29,809 Total costs and expenses 21,371 118,199 — — 139,570 Income (loss) from operations (21,371 ) 165,241 — — 143,870 Other income (expense): Equity in earnings of subsidiaries 164,737 — — (164,737 ) — Interest expense, net (40,541 ) — — — (40,541 ) Amortization of loan fees and debt premium (1,717 ) — — — (1,717 ) Accretion on discounted liabilities (271 ) (504 ) — — (775 ) Net income 100,837 164,737 — (164,737 ) 100,837 Less: Net loss attributable to Predecessor — (2,443 ) — — (2,443 ) Less: Net income attributable to noncontrolling interest — 17,819 — — 17,819 Net income attributable to the partners 100,837 149,361 — (164,737 ) 85,461 Less: Net income attributable to the IDR holder 10,011 — — — 10,011 Net income attributable to PBF Logistics LP unitholders $ 90,826 $ 149,361 $ — $ (164,737 ) $ 75,450 15. CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONSOLIDATING STATEMENT OF OPERATIONS Year Ended December 31, 2017 Issuer Guarantors Subsidiaries Non-Guarantors Subsidiaries Combining and Consolidating Adjustments Total Revenue: Affiliate $ — $ 240,654 $ — $ — $ 240,654 Third-party — 16,934 — — 16,934 Total revenue — 257,588 — — 257,588 Costs and expenses: Operating and maintenance expenses — 73,521 — — 73,521 General and administrative expenses 16,284 — — — 16,284 Depreciation and amortization — 24,404 — — 24,404 Total costs and expenses 16,284 97,925 — — 114,209 Income (loss) from operations (16,284 ) 159,663 — — 143,379 Other income (expense): Equity in earnings of subsidiaries 159,663 — — (159,663 ) — Interest expense, net (31,875 ) — — — (31,875 ) Amortization of loan fees and debt premium (1,488 ) — — — (1,488 ) Net income 110,016 159,663 — (159,663 ) 110,016 Less: Net loss attributable to Predecessor — (4,986 ) — — (4,986 ) Less: Net income attributable to noncontrolling interest — 14,565 — — 14,565 Net income attributable to the partners 110,016 150,084 — (159,663 ) 100,437 Less: Net income attributable to the IDR holder 9,055 — — — 9,055 Net income attributable to PBF Logistics LP unitholders $ 100,961 $ 150,084 $ — $ (159,663 ) $ 91,382 CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2019 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 108,169 $ 181,848 $ — $ (181,848 ) $ 108,169 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 38,601 — — 38,601 Amortization of loan fees and debt premium 1,780 — — — 1,780 Accretion on discounted liabilities 829 1,939 — — 2,768 Unit-based compensation expense 6,765 — — — 6,765 Change in contingent consideration — (790 ) — — (790 ) Equity in earnings of subsidiaries (181,848 ) — — 181,848 — Changes in operating assets and liabilities: Accounts receivable - affiliates (185 ) (10,819 ) — — (11,004 ) Accounts receivable 365 445 — — 810 Prepaids and other current assets (173 ) (299 ) — — (472 ) Accounts payable - affiliates 507 (2,152 ) — — (1,645 ) Accounts payable (792 ) 6,356 — — 5,564 Accrued liabilities (751 ) 1,260 — — 509 Amounts due to (from) related parties 181,148 (181,148 ) — — — Deferred revenue — 229 — — 229 Other assets and liabilities (2,043 ) (234 ) — — (2,277 ) Net cash provided by operating activities 113,771 35,236 — — 149,007 Cash flows from investing activities: Expenditures for property, plant and equipment — (31,746 ) — — (31,746 ) Investment in subsidiaries (4,725 ) — — 4,725 — Net cash used in investing activities $ (4,725 ) $ (31,746 ) $ — $ 4,725 $ (31,746 ) 15. CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONSOLIDATING STATEMENT OF CASH FLOWS (continued) Year Ended December 31, 2019 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from financing activities: Proceeds from issuance of common units $ 132,483 $ — $ — $ — $ 132,483 Acquisition of TVPC noncontrolling interest (200,000 ) — — — (200,000 ) Distributions to unitholders (123,910 ) — — — (123,910 ) Distributions to TVPC members — (8,500 ) — — (8,500 ) Deferred payment for the East Coast Storage Assets Acquisition (32,000 ) — — — (32,000 ) Contribution from parent — 4,725 — (4,725 ) — Proceeds from revolving credit facility 228,000 — — — 228,000 Repayment of revolving credit facility (101,000 ) — — — (101,000 ) Deferred financing costs and other — 2,724 — — 2,724 Net cash used in financing activities (96,427 ) (1,051 ) — (4,725 ) (102,203 ) Net change in cash and cash equivalents 12,619 2,439 — — 15,058 Cash and cash equivalents, beginning of period 4,010 15,898 — — 19,908 Cash and cash equivalents, end of period $ 16,629 $ 18,337 $ — $ — $ 34,966 15. CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 100,837 $ 164,737 $ — $ (164,737 ) $ 100,837 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 29,809 — — 29,809 Amortization of loan fees and debt premium 1,717 — — — 1,717 Accretion on discounted liabilities 271 504 — — 775 Unit-based compensation expense 5,757 — — — 5,757 Equity in earnings of subsidiaries (164,737 ) — — 164,737 — Changes in operating assets and liabilities: Accounts receivable - affiliates (8 ) 3,773 — — 3,765 Accounts receivable (365 ) (5,723 ) — — (6,088 ) Prepaids and other current assets (566 ) (113 ) — — (679 ) Accounts payable - affiliates (783 ) 530 — — (253 ) Accounts payable 1,021 (1,985 ) — — (964 ) Accrued liabilities 330 (1,702 ) — — (1,372 ) Amounts due to (from) related parties 75,417 (75,417 ) — — — Deferred revenue — 1,522 — — 1,522 Other assets and liabilities (1,114 ) (571 ) — — (1,685 ) Net cash provided by operating activities 17,777 115,364 — — 133,141 Cash flows from investing activities: Expenditures for property, plant and equipment — (42,351 ) — — (42,351 ) Knoxville Terminals Purchase — (58,356 ) — — (58,356 ) East Coast Storage Assets Acquisition — (74,989 ) — — (74,989 ) Investment in subsidiaries (83,524 ) — — 83,524 — Net cash used in investing activities $ (83,524 ) $ (175,696 ) $ — $ 83,524 $ (175,696 ) 15. CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONSOLIDATING STATEMENT OF CASH FLOWS (continued) Year Ended December 31, 2018 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from financing activities: Proceeds from issuance of common units $ 34,820 $ — $ — $ — $ 34,820 Distributions to unitholders (98,786 ) — — — (98,786 ) Distributions to TVPC members — (20,250 ) — — (20,250 ) Contribution from parent — 87,725 — (83,524 ) 4,201 Proceeds from revolving credit facility 170,000 — — — 170,000 Repayment of revolving credit facility (43,700 ) — — — (43,700 ) Deferred financing costs and other (3,486 ) — — — (3,486 ) Net cash provided by financing activities 58,848 67,475 — (83,524 ) 42,799 Net change in cash and cash equivalents (6,899 ) 7,143 — — 244 Cash and cash equivalents, beginning of period 10,909 8,755 — — 19,664 Cash and cash equivalents, end of period $ 4,010 $ 15,898 $ — $ — $ 19,908 15. CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from operating activities: Net income $ 110,016 $ 159,663 $ — $ (159,663 ) $ 110,016 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization — 24,404 — — 24,404 Amortization of loan fees and debt premium 1,488 — — — 1,488 Unit-based compensation expense 5,345 — — — 5,345 Equity in earnings of subsidiaries (159,663 ) — — 159,663 — Changes in operating assets and liabilities: Accounts receivable - affiliates 124 (4,078 ) — — (3,954 ) Accounts receivable — 2,871 — — 2,871 Prepaids and other current assets (265 ) 226 — — (39 ) Accounts payable - affiliates 352 369 — — 721 Accounts payable 105 21 — — 126 Accrued liabilities 206 (2,418 ) — — (2,212 ) Amounts due to (from) related parties 82,873 (82,873 ) — — — Deferred revenue — 486 — — 486 Other assets and liabilities (957 ) (113 ) — — (1,070 ) Net cash provided by operating activities 39,624 98,558 — — 138,182 Cash flows from investing activities: Expenditures for property, plant and equipment — (80,161 ) — — (80,161 ) Toledo Products Terminal Acquisition — (10,097 ) — — (10,097 ) Purchases of marketable securities (75,036 ) — — — (75,036 ) Maturities of marketable securities 115,060 — — — 115,060 Investment in subsidiaries (11,072 ) — — 11,072 — Net cash provided by (used in) investing activities $ 28,952 $ (90,258 ) $ — $ 11,072 $ (50,234 ) 15. CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONSOLIDATING STATEMENT OF CASH FLOWS (continued) Year Ended December 31, 2017 Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Combining and Consolidating Adjustments Total Cash flows from financing activities: Distributions to unitholders $ (85,430 ) $ — $ — $ — $ (85,430 ) Distributions to TVPC members — (21,544 ) — — (21,544 ) Contribution from parent — 21,511 — (11,072 ) 10,439 Proceeds from issuance of senior notes 178,500 — — — 178,500 Repayment of term loan (39,664 ) — — — (39,664 ) Proceeds from revolving credit facility 20,000 — — — 20,000 Repayment of revolving credit facility (179,500 ) — — — (179,500 ) Repayment of Affiliate Note Payable — (11,600 ) — — (11,600 ) Deferred financing costs and other (3,706 ) — — — (3,706 ) Net cash used in financing activities (109,800 ) (11,633 ) — (11,072 ) (132,505 ) Net change in cash and cash equivalents (41,224 ) (3,333 ) — — (44,557 ) Cash and cash equivalents, beginning of period 52,133 12,088 — — 64,221 Cash and cash equivalents, end of period $ 10,909 $ 8,755 $ — $ — $ 19,664 |