NONCONTROLLING INTEREST OF PBF ENERGY

NONCONTROLLING INTEREST OF PBF ENERGY

As a result of the PBF Energy IPO and the related reorganization transactions on December 18, 2012, PBF Energy became the sole managing member of, and had a controlling interest in, PBF LLC which represented 24.4% of the outstanding units. 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. In connection with the Secondary Offering, Blackstone and First Reserve exchanged 15,950,000 Series A Units of PBF LLC for an equivalent number of shares of Class A common stock of PBF Energy, which increased PBF Energy's interest in PBF LLC to approximately 40.9%.

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 represents 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 represents the portion of net assets of PBF Energy attributable to the members of PBF LLC other than PBF Energy. The noncontrolling interest ownership percentage as of September 30, 2013, June 12, 2013 (the completion date of the Secondary Offering) and December 31, 2012 is calculated as follows:



	Holders of PBF LLC Series A Units		Outstanding Shares of PBF Energy Class A Common Stock		Total *
December 31, 2012	72,972,131		23,571,221		96,543,352
	75.6	%	24.4	%	100	%
June 12, 2013	57,027,225		39,563,835		96,591,060
	59.0	%	41.0	%	100	%
September 30, 2013	57,237,488		39,581,613		96,819,101
	59.1	%	40.9	%	100	%

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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.

The following table summarizes the changes in equity for the controlling and noncontrolling interests of PBF Energy for the nine months ended September 30, 2013:



	PBF Energy Inc. Equity			Noncontrolling Interest			Total Equity
Balance at January 1, 2013	$	419,754		$	1,303,791		$	1,723,545
Net income	8,384			103,604			111,988
Dividend and distributions	(26,042		)	(140,457		)	(166,499		)
Record deferred tax asset and liabilities and tax receivable agreement associated with Secondary Offering	(23,654		)	—			(23,654		)
Record allocation of non controlling interest upon completion of Secondary Offering	260,243			(260,243		)	—
Stock-based compensation	1,636			1,114			2,750
Exercise of PBF LLC options and warrants, net	—			375			375
Other comprehensive income	167			164			331
Exchange of PBF LLC Series A Units for Class A common stock	16			(16		)	—
Balance at September 30, 2013	$	640,504		$	1,008,332		$	1,648,836

- Definition

The entire disclosure for noncontrolling interest in consolidated subsidiaries, which could include the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock.

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