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, 2015 and March 31, 2016, PBF Energy’s equity interest in PBF LLC represented approximately 95.1% and 95.2%, respectively, of the outstanding interests.

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 March 31, 2016 and December 31, 2015 is calculated as follows:



	Holders of PBF LLC Series A Units		Outstanding Shares of PBF Energy Class A Common Stock		Total *
December 31, 2015	4,985,358		97,781,933		102,767,291
	4.9	%	95.1	%	100.0	%
March 31, 2016	4,947,401		97,816,106		102,763,507
	4.8	%	95.2	%	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 53.7% limited partner interest in PBFX and owns all of PBFX’s incentive distribution rights, with the remaining 46.3% limited partner interest owned by public common unit holders as of March 31, 2016. 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 March 31, 2016 and December 31, 2015, is calculated as follows:



	Units of PBFX Held by the Public		Units of PBFX Held by PBF LLC (Including Subordinated Units)		Total
December 31, 2015	15,924,676		18,459,497		34,384,173
	46.3	%	53.7	%	100.0	%
March 31, 2016	15,924,676		18,459,497		34,384,173
	46.3	%	53.7	%	100.0	%

Noncontrolling Interest in PBF Holding

Subsequent to the Chalmette Acquisition, PBF Holding recorded noncontrolling interests in two subsidiaries of Chalmette Refining. PBF Holding, through Chalmette Refining, owns an 80% ownership interest in both Collins Pipeline Company and T&M Terminal Company. The Company recorded a noncontrolling interest in the earnings of these subsidiaries of $303 for the three months ended March 31, 2016.

The following table summarizes the changes in equity for the controlling and noncontrolling interests of PBF Energy for the three months ended March 31, 2016 and 2015:



	PBF Energy Inc. Equity			Noncontrolling Interest in PBF LLC			Noncontrolling Interest in PBFX			Total Equity
Balance at January 1, 2016	$	1,647,297		$	108,243		$	340,317		$	2,095,857
Comprehensive income	(28,796		)	(2,411		)	8,493			(22,714		)
Dividends and distributions	(29,342		)	(1,487		)	(6,694		)	(37,523		)
Stock-based compensation	2,621			—			729			3,350
Exercise of PBF LLC options and warrants, net	1,058			(190		)	—			868
Other	(442		)	(5,145		)	(505		)	(6,092		)
Balance at March 31, 2016	$	1,592,396		$	99,010		$	342,340		$	2,033,746



	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	87,766			7,814			8,010			103,590
Dividends and distributions	(25,733		)	(1,610		)	(5,309		)	(32,652		)
Record deferred tax asset and liabilities and tax receivable agreement associated with secondary offerings	1,297			—			—			1,297
Record allocation of noncontrolling interest upon completion of secondary offerings	39,976			(39,976		)	—			—
Stock-based compensation	1,930			95			930			2,955
Exercise of PBF LLC options and warrants, net	—			(383		)	—			(383		)
Purchase of treasury stock	(407		)	—			—			(407		)
Balance at March 31, 2015	$	1,323,042		$	104,674		$	340,000		$	1,767,716