NONCONTROLLING INTEREST OF PBF ENERGY AND PBFX

Noncontrolling Interest in PBF LLC

PBF Energy is the sole managing member of, and has a controlling interest in, PBF LLC. As the sole managing member of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF LLC and its subsidiaries. As of December 31, 2014, PBF Energy’s equity interest in PBF LLC represented approximately 89.9% of the outstanding interests. In connection with the February 2015 secondary offering, Blackstone and First Reserve exchanged a total of 3,804,653 Series A Units of PBF LLC for an equivalent number of shares of Class A common stock of PBF Energy. As of June 30, 2015, PBF Energy held approximately 94.3% of the economic interests in PBF LLC.

PBF Energy consolidates the financial results of PBF LLC and its subsidiaries, and records a noncontrolling interest for the economic interest in PBF Energy held by the members of PBF LLC other than PBF Energy. Noncontrolling interest on the consolidated statements of operations includes the portion of net income or loss attributable to the economic interest in PBF Energy held by the members of PBF LLC other than PBF Energy. Noncontrolling interest on the consolidated balance sheets includes the portion of net assets of PBF Energy attributable to the members of PBF LLC other than PBF Energy.

The noncontrolling interest ownership percentage of PBF LLC as of June 30, 2015, the completion date of the February 2015 secondary offering, and December 31, 2014 is calculated as follows:



	Held by members of PBF LLC other than PBF Energy		Held by PBF Energy		Total *
December 31, 2014	9,170,696		81,981,119		91,151,815
	10.1	%	89.9	%	100.0	%
February 6, 2015	5,366,043		85,768,077		91,134,120
	5.9	%	94.1	%	100.0	%
June 30, 2015	5,147,838		85,922,092		91,069,930
	5.7	%	94.3	%	100.0	%

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*	Assumes all of the holders of PBF LLC Series A Units exchange their PBF LLC Series A Units for shares of PBF Energy’s Class A common stock on a one-for-one basis.

Noncontrolling Interest in PBFX

PBF LLC holds a 53.8% limited partner interest in PBFX and owns all of PBFX’s incentive distribution rights, with the remaining 46.2% limited partner interest owned by public common unit holders as of June 30, 2015. PBF LLC is also the sole member of PBF GP, the general partner of PBFX.

PBF Energy, through its ownership of PBF LLC, consolidates the financial results of PBFX, and records a noncontrolling interest for the economic interest in PBFX held by the public common unit holders. Noncontrolling interest on the consolidated statements of operations includes the portion of net income or loss attributable to the economic interest in PBFX held by the public common unit holders of PBFX other than PBF Energy (through its ownership in PBF LLC). Noncontrolling interest on the consolidated balance sheets includes the portion of net assets of PBFX attributable to the public common unit holders of PBFX.

The noncontrolling interest ownership percentage of PBFX as of June 30, 2015 and December 31, 2014, is calculated as follows:



	Units of PBFX Held by the Public		Units of PBFX Held by PBF LLC (Including Subordinated Units)		Total
December 31, 2014	15,812,500		17,171,077		32,983,577
	47.9	%	52.1	%	100.0	%
June 30, 2015	15,864,388		18,459,497		34,323,885
	46.2	%	53.8	%	100.0	%

The following table summarizes the changes in equity for the controlling and noncontrolling interests of PBF Energy for the six months ended June 30, 2015 and 2014:



	PBF Energy Inc. Equity			Noncontrolling Interest in PBF LLC			Noncontrolling Interest in PBFX			Total Equity
Balance at January 1, 2015	$	1,218,213		$	138,734		$	336,369		$	1,693,316
Comprehensive income	223,883			21,265			17,227			262,375
Dividends and distributions	(51,545		)	(8,262		)	(11,033		)	(70,840		)
Record deferred tax asset and liabilities and tax receivable agreement associated with secondary offerings and PBFX's acquisitions from PBF LLC	(13,948		)	—			—			(13,948		)
Record allocation of noncontrolling interest upon completion of secondary offerings	39,976			(39,976		)	—			—
Issuance of additional PBFX common units	11,390			—			(11,390		)	—
Stock-based compensation	3,591			190			1,613			5,394
Exercise of PBF LLC options and warrants, net	1,692			(1,605		)	—			87
Purchase of treasury stock	(4,000		)	—			—			(4,000		)
Balance at June 30, 2015	$	1,429,252		$	110,346		$	332,786		$	1,872,384



	PBF Energy Inc. Equity			Noncontrolling Interest in PBF LLC			Noncontrolling Interest in PBFX		Total Equity
Balance at January 1, 2014	$	654,130		$	1,061,126		$	—	$	1,715,256
Comprehensive income	98,886			128,065			2,691		229,642
Dividends and distributions	(37,302		)	(76,705		)	—		(114,007		)
Record deferred tax asset and liabilities and tax receivable agreement associated with secondary offerings	(105,783		)	—			—		(105,783		)
Record allocation of noncontrolling interest upon completion of secondary offerings	936,229			(936,229		)	—		—
Stock-based compensation	2,398			330			195		2,923
Record noncontrolling interest upon completion of the PBFX Offering	—			—			335,957		335,957
Exercise of PBF LLC options and warrants, net	—			(14		)	—		(14		)
Balance at June 30, 2014	$	1,548,558		$	176,573		$	338,843	$	2,063,974