The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the audited financial statements
of PBF Energy and PBF LLC included in the Annual Report on Form 10-K for the
year ended December 31, 2021 and the unaudited financial statements and related
notes included in this report. The following discussion contains
"forward-looking statements" that reflect our future plans, estimates, beliefs
and expected performance. Our actual results may differ materially from those
currently anticipated and expressed in such forward-looking statements as a
result of a number of factors. We caution that assumptions, expectations,
projections, intentions or beliefs about future events may, and often do, vary
from actual results and the differences can be material. Please see "Cautionary
Note Regarding Forward-Looking Statements."

PBF Energy is the sole managing member of, and owner of an equity interest
representing approximately 99.2% of the outstanding economic interests in PBF
LLC as of March 31, 2022. PBF LLC is a holding company for the companies that
directly and indirectly own and operate our business. PBF Holding is a
wholly-owned subsidiary of PBF LLC and PBF Finance is a wholly-owned subsidiary
of PBF Holding. As of March 31, 2022, PBF LLC also holds a 47.9% limited partner
interest and a non-economic general partner interest in PBFX, a publicly-traded
MLP.

Unless the context indicates otherwise, the terms "we," "us," and "our" refer to
PBF Energy and its consolidated subsidiaries, including PBF LLC, PBF Holding and
its subsidiaries and PBFX and its subsidiaries. Discussions on areas that either
apply only to PBF Energy or PBF LLC are clearly noted in such sections.

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Overview



We are one of the largest independent petroleum refiners and suppliers of
unbranded transportation fuels, heating oil, petrochemical feedstocks,
lubricants and other petroleum products in the United States. We sell our
products throughout the Northeast, Midwest, Gulf Coast and West Coast of the
United States, as well as in other regions of the United States, Canada and
Mexico and are able to ship products to other international destinations. As of
March 31, 2022, we own and operate six domestic oil refineries and related
assets. Based on the current configuration our refineries have a combined
processing capacity, known as throughput, of approximately 1,000,000 barrels per
day ("bpd"), and a weighted-average Nelson Complexity Index of 13.2 based on
current operating conditions. The complexity and throughput capacity of our
refineries are subject to change dependent upon configuration changes we make to
respond to market conditions, as well as a result of investments made to improve
our facilities and maintain compliance with environmental and governmental
regulations. We operate in two reportable business segments: Refining and
Logistics. Our six oil refineries are all engaged in the refining of crude oil
and other feedstocks into petroleum products, and are aggregated into the
Refining segment. PBFX operates certain logistics assets such as crude oil and
refined petroleum products terminals, pipelines, and storage facilities, which
are aggregated into the Logistics segment.

Our six refineries are located in Delaware City, Delaware, Paulsboro, New
Jersey, Toledo, Ohio, Chalmette, Louisiana, Torrance, California and Martinez,
California. In 2020, we reconfigured our Delaware City and Paulsboro refineries
(the "East Coast Refining Reconfiguration"), temporarily idling certain of our
major processing units at the Paulsboro refinery, in order to operate the two
refineries as one functional unit that we refer to as the "East Coast Refining
System". Each refinery is briefly described in the table below:

                                                                        Throughput Capacity (in
Refinery            Region                Nelson Complexity Index (1)   bpd) (1)                 PADD       Crude Processed (2)   Source (2)
                                                                                                            light sweet through
Delaware City       East Coast            13.6                          180,000                  1          heavy sour            water, rail
                                                                                                            light sweet through
Paulsboro           East Coast            10.4(3)                       105,000(3)               1          heavy sour            water
Toledo              Mid-Continent         11.0                          180,000                  2          light sweet           pipeline, truck, rail
                                                                                                            light sweet through
Chalmette           Gulf Coast            13.0                          185,000                  3          heavy sour            water, pipeline
Torrance            West Coast            13.8                          166,000                  5          medium and heavy      pipeline, water, truck
Martinez            West Coast            16.1                          157,000                  5          medium and heavy      pipeline and water


________

(1) Reflects operating conditions at each refinery as of the date of this
filing. Changes in complexity and throughput capacity reflect the result of
current market conditions such as our East Coast Refining Reconfiguration, in
addition to investments made to improve our facilities and maintain compliance
with environmental and governmental regulations. Configurations at each of our
refineries are evaluated and updated accordingly.

(2) Reflects the typical crude and feedstocks and related sources utilized under normal operating conditions and prevailing market environments.



(3) Under normal operating conditions and prevailing market environments, our
Nelson Complexity Index and throughput capacity for the Paulsboro refinery would
be 13.1 and 180,000, respectively. As a result of the East Coast Refining
Reconfiguration, our Nelson Complexity Index and throughput capacity were
reduced.

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As of March 31, 2022, PBF Energy owned 120,638,879 PBF LLC Series C Units and
our current and former executive officers and directors and certain employees
and others held 927,990 PBF LLC Series A Units (we refer to all of the holders
of the PBF LLC Series A Units as "the members of PBF LLC other than PBF
Energy"). As a result, the holders of our issued and outstanding shares of our
PBF Energy Class A common stock have approximately 99.2% of the voting power in
us, and the members of PBF LLC other than PBF Energy through their holdings of
Class B common stock have approximately 0.8% of the voting power in us (99.2%
and 0.8% as of December 31, 2021, respectively).

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Business Developments

Recent significant business developments affecting us are discussed below.

Market Developments



We continue to adjust our operational plans to the evolving market conditions
and continue to monitor and manage operating expenses through reductions in
discretionary activities and third-party services. Market conditions currently
include high crude oil prices, tight domestic supplies and elevated refining
margins as a result of sustained increases in demand, coupled with global supply
disruption related to sanctions imposed on Russia for its invasion of Ukraine.

We also remain focused on enhancing the profitability and reliability of our
core operations. Our full-year refining capital expenditures are expected to
range from $500.0 million to $550.0 million. While our refining capital
expenditures in 2022 are projected to increase in comparison to 2021, we
continue to focus on capital discipline, with turnaround and other mandatory
spend accounting for the majority of total planned refining capital expenses for
2022. Consistent with our prior year approach, we will be responsive in regards
to the pace of capital expenditures and scope of turnarounds depending on market
conditions.

Renewable Diesel Project

We continue to advance on our project for a renewable fuels production facility
co-located at our Chalmette refinery. The project incorporates certain idled
assets at the refinery, including an idle hydrocracker, along with a
newly-constructed pre-treatment unit to establish a 20,000 barrel per day
renewable diesel production facility. During the first quarter of 2022, we
invested approximately $40.0 million in incremental capital to continue to
progress and incubate the project with the goal of being in production in the
first half of 2023. Concurrently with our activities to progress the project, we
are continuing discussions with potential strategic and financial partners.

Factors Affecting Comparability Between Periods



Our results have been affected by the following events, the understanding of
which will aid in assessing the comparability of our period to period financial
performance and financial condition.

Market Developments



The impact of the unprecedented global health and economic crisis sparked by the
COVID-19 pandemic at the end of the quarter ended March 31, 2020, created a
shock in oil demand resulting in an economic challenge to our industry which has
not occurred since our formation. This resulted in significant demand reduction
for our refined products and atypical volatility in oil commodity prices. The
demand for these products started to rebound in 2021 and continued to improve in
the three months ended March 31, 2022. Additionally, refining margins improved
in the first quarter of 2022 as a result of global supply disruption.

Debt and Credit Facilities

Revolving Credit Facility

The outstanding borrowings under the PBF Holding's asset-based revolving credit facility (the "Revolving Credit Facility") as of both March 31, 2022 and December 31, 2021 were $900.0 million.


                                       47
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PBFX Revolving Credit Facility

During the three months ended March 31, 2022, PBFX made net repayments of $25.0 million on the PBFX five-year, $500.0 million amended and restated revolving credit facility (the "PBFX Revolving Credit Facility"), resulting in outstanding borrowings as of March 31, 2022 of $75.0 million. There was $100.0 million of outstanding borrowings under the PBFX Revolving Credit Facility as of December 31, 2021.

Tax Receivable Agreement



As of March 31, 2022, PBF Energy recognized a liability for the Tax Receivable
Agreement of $67.6 million ($48.3 million as of December 31, 2021) reflecting
the estimate of the undiscounted amounts that the Company expected to pay under
the agreement, net of the impact of a deferred tax asset valuation allowance
recognized in accordance with Financial Accounting Standards Board, Accounting
Standards Codification ("ASC") 740, Income Taxes ("ASC 740"). As future taxable
income is recognized, increases in our Tax Receivable Agreement liability may be
necessary in conjunction with the revaluation of deferred tax assets.

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Results of Operations



The tables below reflect our consolidated financial and operating highlights for
the three months ended March 31, 2022 and 2021 (amounts in millions, except per
share data). Differences between the results of operations of PBF Energy and PBF
LLC primarily pertain to income taxes, interest expense and noncontrolling
interest as shown below. Earnings per share information applies only to the
financial results of PBF Energy. We operate in two reportable business segments:
Refining and Logistics. Our oil refineries, excluding the assets owned by PBFX,
are all engaged in the refining of crude oil and other feedstocks into petroleum
products, and are aggregated into the Refining segment. PBFX is a
publicly-traded MLP that operates certain logistics assets such as crude oil and
refined products terminals, pipelines and storage facilities. PBFX's operations
are aggregated into the Logistics segment. We do not separately discuss our
results by individual segments as, apart from PBFX's third-party acquisitions,
our Logistics segment did not have any significant third-party revenues and a
significant portion of its operating results are eliminated in consolidation.

                                                                         Three Months Ended
PBF Energy                                                                    March 31,
                                                                                     2022               2021
Revenues                                                                         $ 9,141.7          $ 4,924.8
Cost and expenses:
Cost of products and other                                                         8,206.2            4,191.0

Operating expenses (excluding depreciation and amortization expense as reflected below)

                                                          620.4              481.3
Depreciation and amortization expense                                                118.3              114.1
Cost of sales                                                                      8,944.9            4,786.4

General and administrative expenses (excluding depreciation and amortization expense as reflected below)

                                              53.5               47.8
Depreciation and amortization expense                                                  1.9                3.4
Change in fair value of contingent consideration                                      50.3               30.1

Loss (gain) on sale of assets                                                          0.1               (0.6)
Total cost and expenses                                                            9,050.7            4,867.1
Income from operations                                                                91.0               57.7
Other income (expense):
Interest expense, net                                                                (78.4)             (80.3)
Change in Tax Receivable Agreement liability                                         (19.3)                 -
Change in fair value of catalyst obligations                                          (4.9)             (10.0)

Other non-service components of net periodic benefit cost                              2.2                2.0
Income (loss) before income taxes                                                     (9.4)             (30.6)
Income tax benefit                                                                    (6.1)              (8.4)
Net income (loss)                                                                     (3.3)             (22.2)
Less: net income attributable to noncontrolling interests                             17.8               19.1
Net income (loss) attributable to PBF Energy Inc. stockholders                   $   (21.1)         $   (41.3)
Consolidated gross margin                                                        $   196.8          $   138.4
Gross refining margin (1)                                                        $   850.7          $   650.2
Net income (loss) available to Class A common stock per share:
Basic                                                                            $   (0.18)         $   (0.34)
Diluted                                                                          $   (0.18)         $   (0.34)

(1) See Non-GAAP Financial Measures.


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                                                                         Three Months Ended
PBF LLC                                                                       March 31,
                                                                                     2022               2021
Revenues                                                                         $ 9,141.7          $ 4,924.8
Cost and expenses:
Cost of products and other                                                         8,206.2            4,191.0

Operating expenses (excluding depreciation and amortization expense as reflected below)

                                                          620.4              481.3
Depreciation and amortization expense                                                118.3              114.1
Cost of sales                                                                      8,944.9            4,786.4

General and administrative expenses (excluding depreciation and amortization expense as reflected below)

                                              53.1               47.5
Depreciation and amortization expense                                                  1.9                3.4
Change in fair value of contingent consideration                                      50.3               30.1

Loss (gain) on sale of assets                                                          0.1               (0.6)
Total cost and expenses                                                            9,050.3            4,866.8
Income from operations                                                                91.4               58.0
Other income (expense):
Interest expense, net                                                                (81.0)             (82.9)
Change in fair value of catalyst obligations                                          (4.9)             (10.0)

Other non-service components of net periodic benefit cost                              2.2                2.0
Income (loss) before income taxes                                                      7.7              (32.9)
Income tax benefit                                                                    (8.1)             (10.6)
Net income (loss)                                                                     15.8              (22.3)
Less: net income attributable to noncontrolling interests                             17.8               19.5
Net income (loss) attributable to PBF Energy Company LLC                         $    (2.0)         $   (41.8)



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                                                                        Three Months Ended
Operating Highlights                                                        March 31,
                                                                                   2022              2021
Key Operating Information
Production (bpd in thousands)                                                      844.3             758.2
Crude oil and feedstocks throughput (bpd in thousands)                             832.6             745.5
Total crude oil and feedstocks throughput (millions of barrels)                     74.9              67.1
Consolidated gross margin per barrel of throughput

$ 2.63 $ 2.07 Gross refining margin, excluding special items, per barrel of throughput (1)

$  11.36          $   3.65
Refinery operating expense, per barrel of throughput

$ 7.95 $ 6.86



Crude and feedstocks (% of total throughput) (2)
Heavy                                                                                 34  %             36  %
Medium                                                                                32  %             31  %
Light                                                                                 18  %             18  %
Other feedstocks and blends                                                           16  %             15  %
Total throughput                                                                     100  %            100  %

Yield (% of total throughput)
Gasoline and gasoline blendstocks                                                     48  %             54  %
Distillates and distillate blendstocks                                                34  %             30  %
Lubes                                                                                  1  %              1  %
Chemicals                                                                              2  %              2  %
Other                                                                                 16  %             15  %
Total yield                                                                          101  %            102  %




(1)  See Non-GAAP Financial Measures.

(2)  We define heavy crude oil as crude oil with American Petroleum Institute
("API") gravity less than 24 degrees. We define medium crude oil as crude oil
with API gravity between 24 and 35 degrees. We define light crude oil as crude
oil with API gravity higher than 35 degrees.

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The table below summarizes certain market indicators relating to our operating results as reported by Platts.



                                                                         Three Months Ended
                                                                             March 31,
                                                                                    2022              2021

(dollars per barrel, except as


                                                                                         noted)
Dated Brent crude oil                                                            $ 101.75          $  61.16
West Texas Intermediate (WTI) crude oil                                          $  95.22          $  58.13
Light Louisiana Sweet (LLS) crude oil                                            $  97.50          $  60.26
Alaska North Slope (ANS) crude oil                                               $  96.13          $  61.07
Crack Spreads
Dated Brent (NYH) 2-1-1                                                          $  21.69          $  12.06
WTI (Chicago) 4-3-1                                                              $  17.94          $  11.56
LLS (Gulf Coast) 2-1-1                                                           $  24.14          $  12.05
ANS (West Coast-LA) 4-3-1                                                        $  32.84          $  15.75
ANS (West Coast-SF) 3-2-1                                                        $  29.39          $  12.92
Crude Oil Differentials
Dated Brent (foreign) less WTI                                                   $   6.54          $   3.03
Dated Brent less Maya (heavy, sour)                                              $  12.24          $   4.53
Dated Brent less WTS (sour)                                                      $   6.74          $   2.26
Dated Brent less ASCI (sour)                                                     $   8.63          $   2.77
WTI less WCS (heavy, sour)                                                       $  15.31          $  12.01
WTI less Bakken (light, sweet)                                                   $  (3.49)         $   0.50
WTI less Syncrude (light, sweet)                                                 $   0.18          $   0.97
WTI less LLS (light, sweet)                                                      $  (2.28)         $  (2.13)
WTI less ANS (light, sweet)                                                      $  (0.92)         $  (2.94)
Natural gas (dollars per MMBTU)

$ 4.59 $ 2.72

Three Months Ended March 31, 2022 Compared to the Three Months Ended March 31, 2021



Overview- PBF Energy net loss was $3.3 million for the three months ended
March 31, 2022 compared to a net loss of $22.2 million for the three months
ended March 31, 2021. PBF LLC net income was $15.8 million for the three months
ended March 31, 2022 compared to a net loss of $22.3 million for the three
months ended March 31, 2021. Net loss attributable to PBF Energy stockholders
was $21.1 million, or $(0.18) per diluted share, for the three months ended
March 31, 2022 ($(0.18) per share on a fully-exchanged, fully-diluted basis
based on adjusted fully-converted net loss, or $0.35 per share on a
fully-exchanged, fully-diluted basis based on adjusted fully-converted net
income excluding special items, as described below in Non-GAAP Financial
Measures), compared to net loss attributable to PBF Energy stockholders of $41.3
million, or $(0.34) per diluted share, for the three months ended March 31, 2021
($(0.34) per share on a fully-exchanged, fully-diluted basis based on adjusted
fully-converted net loss, or $(2.61) per share on a fully-exchanged,
fully-diluted basis based on adjusted fully-converted net loss excluding special
items, as described below in Non-GAAP Financial Measures). The net loss
attributable to PBF Energy stockholders represents PBF Energy's equity interest
in PBF LLC's pre-tax income, less applicable income tax benefit. PBF Energy's
weighted-average equity interest in PBF LLC was 99.2% for the three months ended
March 31, 2022 and 2021.

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Our results for the three months ended March 31, 2022 were negatively impacted
by special items consisting of a change in fair value of contingent
consideration of $50.3 million, or $37.3 million net of tax, primarily related
to the acquisition of the Martinez refinery and logistic assets (the "Martinez
Acquisition"), a $12.8 million tax expense associated with the remeasurement of
certain deferred tax assets, and pre-tax charges associated with the change in
the Tax Receivable Agreement liability of $19.3 million, or $14.3 million net of
tax. Our results for the three months ended March 31, 2021 were positively
impacted by special items consisting of a non-cash, pre-tax lower of cost or
market ("LCM") inventory adjustment of approximately $405.6 million, or $297.7
million net of tax, offset by a change in the fair value of contingent
consideration of $30.1 million, or $22.1 million net of tax, primarily related
to the Martinez Acquisition and $1.7 million tax expense associated with the
remeasurement of certain deferred tax assets.

Excluding the impact of these special items, when comparing our results to the
three months ended March 31, 2021, we experienced an increase in the demand for
our refined products, evidenced by higher throughput volumes and barrels sold at
all of our refineries, as well as overall stronger refining margins due to
favorable movements in crack spreads and crude oil differentials. These
improving metrics have positively impacted our revenues, cost of products sold
and operating income. During the three months ended March 31, 2021, despite
signs of demand recovery and improving refining margins in the Mid-Continent,
our results continued to be negatively impacted by the ongoing COVID-19
pandemic. In addition, in the first quarter of 2021, we experienced unfavorable
movements in certain crude oil differentials and overall lower throughput
volumes and barrels sold across the majority of the refineries.

Revenues- Revenues totaled $9.1 billion for the three months ended March 31,
2022 compared to $4.9 billion for the three months ended March 31, 2021, an
increase of approximately $4.2 billion, or 85.7%. Revenues per barrel were
$107.58 and $67.47 for the three months ended March 31, 2022 and 2021,
respectively, an increase of 59.4% directly related to higher hydrocarbon
commodity prices. For the three months ended March 31, 2022, the total
throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast
refineries averaged approximately 263,100 bpd, 136,700 bpd, 163,100 bpd and
269,700 bpd, respectively. For the three months ended March 31, 2021, the total
throughput rates at our East Coast, Mid-Continent, Gulf Coast and West Coast
refineries averaged approximately 242,800 bpd, 117,200 bpd, 153,800 bpd and
231,700 bpd, respectively. For the three months ended March 31, 2022, total
barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast
refineries averaged approximately 318,700 bpd, 139,800 bpd, 175,700 bpd and
310,000 bpd, respectively. For the three months ended March 31, 2021, total
barrels sold at our East Coast, Mid-Continent, Gulf Coast and West Coast
refineries averaged approximately 270,800 bpd, 129,800 bpd, 154,000 bpd and
256,400 bpd, respectively.

The throughput rates at all of our refineries were higher in the three months
ended March 31, 2022 compared to the same period in 2021. We plan to continue
operating our refineries based on demand and current market conditions. Total
refined product barrels sold were higher than throughput rates, reflecting sales
from inventory as well as sales and purchases of refined products outside our
refineries.

Consolidated Gross Margin- Consolidated gross margin totaled $196.8 million for
the three months ended March 31, 2022, compared to $138.4 million for the three
months ended March 31, 2021, an increase of approximately $58.4 million. Gross
refining margin (as described below in Non-GAAP Financial Measures) totaled
$850.7 million, or $11.36 per barrel of throughput for the three months ended
March 31, 2022 compared to $650.2 million, or $9.70 per barrel of throughput for
the three months ended March 31, 2021, an increase of approximately $200.5
million. Gross refining margin excluding special items totaled $850.7 million or
$11.36 per barrel of throughput for the three months ended March 31, 2022
compared to $244.6 million or $3.65 per barrel of throughput for the three
months ended March 31, 2021, an increase of $606.1 million.

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During the three months ended March 31, 2022, our margin calculation was not
impacted by special items. Consolidated gross margin and gross refining margin
increased due to favorable movements in certain crack spreads and crude oil
differentials and higher throughput volumes and barrels sold at all of our
refineries. For the three months ended March 31, 2021, special items impacting
our margin calculations included a non-cash LCM inventory benefit of
approximately $405.6 million on a net basis, resulting from an increase in crude
oil and refined product prices from the year ended 2020 to the end of the first
quarter of 2021.

Additionally, our results continue to be impacted by significant costs to comply
with the Renewable Fuel Standard. Total Renewable Fuel Standard compliance costs
were $194.4 million for the three months ended March 31, 2022 in comparison to
$283.1 million for the three months ended March 31, 2021.

Average industry margins were mostly favorable during the three months ended
March 31, 2022 in comparison to the same period in 2021, primarily due to
varying timing and extent of the impacts of the COVID-19 pandemic on regional
demand and commodity prices, in addition to increased refining margins as a
result of global supply disruptions.

Favorable movements in these benchmark crude differentials typically result in
lower crude costs and positively impact our earnings while reductions in these
benchmark crude differentials typically result in higher crude costs and
negatively impact our earnings.

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was
approximately $21.69 per barrel, or 79.9% higher, in the three months ended
March 31, 2022, as compared to $12.06 per barrel in the same period in 2021. Our
margins were impacted from our refinery specific slate on the East Coast by
strengthened Dated Brent/Maya differentials, which increased by $7.71 per
barrel, slightly offset by weakened WTI/Bakken differentials, which decreased
by $3.99 per barrel, in comparison to the same period in 2021. The WTI/WCS
differential increased to $15.31 per barrel in the three months ended March 31,
2022 compared to $12.01 in the same period in 2021, which favorably impacted our
cost of heavy Canadian crude.

Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread
was $17.94 per barrel, or 55.2% higher, in the three months ended March 31, 2022
as compared to $11.56 per barrel in the same period in 2021. Our margins were
negatively impacted from our refinery specific slate in the Mid-Continent by a
decreasing WTI/Bakken differential and WTI/Syncrude differential, which
decreased by $3.99 per barrel and $0.79 per barrel, respectively.

On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $24.14
per barrel, or 100.3% higher, in the three months ended March 31, 2022 as
compared to $12.05 per barrel in the same period in 2021. Margins on the Gulf
Coast were negatively impacted from our refinery specific slate by a weakening
WTI/LLS differential, which averaged a premium of $2.28 per barrel during the
three months ended March 31, 2022 as compared to a premium of $2.13 per barrel
in the same period of 2021.

On the West Coast, the ANS (West Coast) 4-3-1 industry crack spread was $32.84
per barrel, or 108.5% higher, in the three months ended March 31, 2022 as
compared to $15.75 per barrel in the same period in 2021. Additionally (West
Coast) 3-2-1 industry crack spread was $29.39 per barrel, or 127.5% higher, in
the three months ended March 31, 2022 as compared to $12.92 per barrel in the
same period in 2021. Our margins on the West Coast were positively impacted from
our refinery specific slate by a strengthening WTI/ANS differential, which
averaged a premium of $0.92 per barrel during the three months ended March 31,
2022 as compared to a premium of $2.94 per barrel in the same period of 2021.

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Operating Expenses- Operating expenses totaled $620.4 million for the three
months ended March 31, 2022 compared to $481.3 million for the three months
ended March 31, 2021, an increase of approximately $139.1 million, or 28.9%. Of
the total $620.4 million of operating expenses for the three months ended
March 31, 2022, $595.6 million or $7.95 per barrel of throughput, related to
expenses incurred by the Refining segment, while the remaining $24.8 million
related to expenses incurred by the Logistics segment ($460.2 million or $6.86
per barrel of throughput, and $21.1 million of operating expenses for the three
months ended March 31, 2021 related to the Refining and Logistics segments,
respectively). Increase in operating expenses was mainly attributable to
increases in natural gas volumes and price across our refineries when compared
to the same period in 2021. Additionally, we experienced higher outside
services, maintenance and operational costs due to increased production when
compared to the same period in 2021.

General and Administrative Expenses- General and administrative expenses totaled
$53.5 million for the three months ended March 31, 2022 compared to $47.8
million for the three months ended March 31, 2021, an increase of approximately
$5.7 million or 11.9%. The slight increase in general and administrative
expenses for the three months ended March 31, 2022 in comparison to the three
months ended March 31, 2021 primarily related to increased salaries, wages and
benefits, and other fixed expenses. Our general and administrative expenses are
comprised of personnel, facilities and other infrastructure costs necessary to
support our refineries and related logistics assets.

Loss (Gain) on Sale of Assets- There was a loss of $0.1 million and a gain of $0.6 million for the three months ended March 31, 2022 and March 31, 2021, respectively, related primarily to the sale of non-operating refinery assets.



Depreciation and Amortization Expense- Depreciation and amortization expense
totaled $120.2 million for the three months ended March 31, 2022 (including
$118.3 million recorded within Cost of sales) compared to $117.5 million for the
three months ended March 31, 2021 (including $114.1 million recorded within Cost
of sales), an increase of approximately $2.7 million. The slight increase was a
result of a general increase in our fixed asset base due to capital projects and
turnarounds completed since the first quarter of 2021.

Change in Fair Value of Contingent Consideration- Change in fair value of
contingent consideration represented a loss of $50.3 million for the three
months ended March 31, 2022 in comparison to a loss of $30.1 million for the
three months ended March 31, 2021. These losses were primarily related to the
changes in estimated fair value of the contingent consideration associated with
the Martinez Acquisition (the "Martinez Contingent Consideration").

Change in Tax Receivable Agreement Liability- Change in the Tax Receivable
Agreement liability for the three months ended March 31, 2022 represented a loss
of $19.3 million. There was no change in the Tax Receivable Agreement liability
for the three months ended March 31, 2021. These losses were primarily the
result of a deferred tax asset valuation allowance recorded in accordance with
ASC 740 related to the reduction of deferred tax assets associated with the
payments made or expected to be made in connection with the Tax Receivable
Agreement liability.

Change in Fair Value of Catalyst Obligations- Change in fair value of catalyst
obligations represented a loss of $4.9 million for the three months ended
March 31, 2022 compared to a loss of $10.0 million for the three months ended
March 31, 2021. These losses relate to the change in value of the precious
metals underlying the sale and leaseback of our refineries' precious metal
catalysts, which we are obligated to repurchase at fair market value upon lease
termination.

Interest Expense, net- PBF Energy interest expense totaled $78.4 million for the
three months ended March 31, 2022 compared to $80.3 million for the three months
ended March 31, 2021, a decrease of approximately $1.9 million. This slight net
decrease in interest expense is mainly attributable to lower outstanding debt
due to the repurchase of a portion of the 6.00% senior unsecured notes due 2028
(the "2028 Senior Notes") and 7.25% senior unsecured notes due 2025 (the "2025
Senior Notes"), in the second half of 2021. Interest expense includes interest
on long-term debt including the PBFX credit facilities, costs related to

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the sale and leaseback of our precious metal catalysts, financing costs
associated with the Third Inventory Intermediation Agreement with J. Aron,
letter of credit fees associated with the purchase of certain crude oils and the
amortization of deferred financing costs. PBF LLC interest expense totaled $81.0
million and $82.9 million for the three months ended March 31, 2022 and 2021,
respectively (inclusive of $2.6 million and $2.6 million, respectively, of
incremental interest expense on the affiliate note payable with PBF Energy that
eliminates in consolidation at the PBF Energy level).

Income Tax Expense- PBF LLC is organized as a limited liability company and PBFX
is an MLP, both of which are treated as "flow-through" entities for federal
income tax purposes and therefore are not subject to income tax. However, two
subsidiaries of Chalmette Refining L.L.C ("Chalmette Refining") and our Canadian
subsidiary, PBF Energy Limited, are treated as C-Corporations for income tax
purposes and may incur income taxes with respect to their earnings, as
applicable. The members of PBF LLC are required to include their proportionate
share of PBF LLC's taxable income or loss, which includes PBF LLC's allocable
share of PBFX's pre-tax income or loss, on their respective tax returns. PBF LLC
generally makes distributions to its members, per the terms of PBF LLC's amended
and restated limited liability company agreement, related to such taxes on a
pro-rata basis. PBF Energy recognizes an income tax expense or benefit in our
Condensed Consolidated Financial Statements based on PBF Energy's allocable
share of PBF LLC's pre-tax income or loss, which was approximately 99.2%, on a
weighted-average basis for both the three months ended March 31, 2022 and
March 31, 2021. PBF Energy's Condensed Consolidated Financial Statements do not
reflect any benefit or provision for income taxes on the pre-tax income or loss
attributable to the noncontrolling interests in PBF LLC or PBFX (although, as
described above, PBF LLC must make tax distributions to all its members on a
pro-rata basis). PBF Energy's effective tax rate, including the impact of
noncontrolling interests, for the three months ended March 31, 2022 and
March 31, 2021 was 22.4% and 16.9%, respectively.

Noncontrolling Interest- 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. PBF Energy consolidates the financial results of PBF LLC and its
subsidiaries, including PBFX. With respect to the consolidation of PBF LLC, the
Company records a noncontrolling interest for the economic interest in PBF LLC
held by members other than PBF Energy, and with respect to the consolidation of
PBFX, the Company records a noncontrolling interest for the economic interests
in PBFX held by the public unitholders of PBFX, and with respect to the
consolidation of PBF Holding, the Company records a 20% noncontrolling interest
for the ownership interests in two subsidiaries of Chalmette Refining held by a
third-party. The total noncontrolling interest on the Condensed Consolidated
Statements of Operations represents the portion of the Company's earnings or
loss attributable to the economic interests held by members of PBF LLC other
than PBF Energy, by the public common unitholders of PBFX and by the third-party
stockholders of certain of Chalmette Refining's subsidiaries. The total
noncontrolling interest on the Condensed Consolidated Balance Sheets represents
the portion of the Company's net assets attributable to the economic interests
held by the members of PBF LLC other than PBF Energy, by the public common
unitholders of PBFX and by the third-party stockholders of the two Chalmette
Refining subsidiaries. PBF Energy's weighted-average equity noncontrolling
interest ownership percentage in PBF LLC for both the three months ended
March 31, 2022 and 2021 was approximately 0.8%. The carrying amount of the
noncontrolling interest on our Condensed Consolidated Balance Sheets
attributable to the noncontrolling interest is not equal to the noncontrolling
interest ownership percentage due to the effect of income taxes and related
agreements that pertain solely to PBF Energy.

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Non-GAAP Financial Measures



Management uses certain financial measures to evaluate our operating performance
that are calculated and presented on the basis of methodologies other than in
accordance with GAAP ("Non-GAAP"). These measures should not be considered a
substitute for, or superior to, measures of financial performance prepared in
accordance with accounting principles generally accepted in the United States of
America ("GAAP"), and our calculations thereof may not be comparable to
similarly entitled measures reported by other companies. Such Non-GAAP financial
measures are presented only in the context of PBF Energy's results and are not
presented or discussed in respect to PBF LLC.

Special Items



The Non-GAAP measures presented include Adjusted Fully-Converted Net Income
(Loss) excluding special items, EBITDA excluding special items and gross
refining margin excluding special items. Special items for the periods presented
relate to LCM inventory adjustments, changes in fair value of contingent
consideration, changes in the Tax Receivable Agreement liability and net tax
expense on remeasurement of deferred tax assets. See "Notes to Non-GAAP
Financial Measures" below for more details on all special items disclosed.
Although we believe that Non-GAAP financial measures, excluding the impact of
special items, provide useful supplemental information to investors regarding
the results and performance of our business and allow for helpful
period-over-period comparisons, such Non-GAAP measures should only be considered
as a supplement to, and not as a substitute for, or superior to, the financial
measures prepared in accordance with GAAP.

Adjusted Fully-Converted Net Income (Loss) and Adjusted Fully-Converted Net Income (Loss) Excluding Special Items

PBF Energy utilizes results presented on an Adjusted Fully-Converted basis that
reflects an assumed exchange of all PBF LLC Series A Units for shares of PBF
Energy Class A common stock. In addition, we present results on an Adjusted
Fully-Converted basis excluding special items as described above. We believe
that these Adjusted Fully-Converted measures, when presented in conjunction with
comparable GAAP measures, are useful to investors to compare PBF Energy results
across different periods and to facilitate an understanding of our operating
results.

Neither Adjusted Fully-Converted Net Income (Loss) nor Adjusted Fully-Converted
Net Income (Loss) excluding special items should be considered an alternative to
net income (loss) presented in accordance with GAAP. Adjusted Fully-Converted
Net Income (Loss) and Adjusted Fully-Converted Net Income (Loss) excluding
special items presented by other companies may not be comparable to our
presentation, since each company may define these terms differently. The
differences between Adjusted Fully-Converted and GAAP results are as follows:

1.  Assumed exchange of all PBF LLC Series A Units for shares of PBF Energy
Class A common stock. As a result of the assumed exchange of all PBF LLC Series
A Units, the noncontrolling interest related to these units is converted to
controlling interest. Management believes that it is useful to provide the
per-share effect associated with the assumed exchange of all PBF LLC Series A
Units.

2.  Income Taxes. Prior to PBF Energy's initial public offering ("IPO"), PBF
Energy was organized as a limited liability company treated as a "flow-through"
entity for income tax purposes, and even after PBF Energy's IPO, not all of its
earnings are subject to corporate-level income taxes. Adjustments have been made
to the Adjusted Fully-Converted tax provisions and earnings to assume that PBF
Energy had adopted its post-IPO corporate tax structure for all periods
presented and is taxed as a C-corporation in the U.S. at the prevailing
corporate rates. These assumptions are consistent with the assumption in clause
1 above that all PBF LLC Series A Units are exchanged for shares of PBF Energy
Class A common stock, as the assumed exchange would change the amount of PBF
Energy's earnings that are subject to corporate income tax.

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The following table reconciles PBF Energy's Adjusted Fully-Converted results
with its results presented in accordance with GAAP for the three months ended
March 31, 2022 and 2021 (in millions, except share and per share amounts):

                                                                             Three Months Ended March
                                                                                        31,
                                                                                            2022                   2021
Net income (loss) attributable to PBF Energy Inc. stockholders                        $       (21.1)         $       (41.3)
Less: Income allocated to participating securities                                                -                      -
Income (loss) available to PBF Energy Inc. stockholders - basic                               (21.1)                 (41.3)

Add: Net income (loss) attributable to noncontrolling interest (1) 

                    (0.1)                  (0.4)
Less: Income tax benefit (2)                                                                    0.1                    0.1
Adjusted fully-converted net income (loss)                                            $       (21.1)         $       (41.6)
Special Items: (3)
Add: Non-cash LCM inventory adjustment                                                            -                 (405.6)
Add: Change in fair value of contingent consideration                                          50.3                   30.1

Add: Change in Tax Receivable Agreement liability                                              19.3                      -

Add: Net tax expense on remeasurement of deferred tax assets                                   12.8                    1.7
Add: Recomputed income tax on special items                                                   (18.0)                  99.9

Adjusted fully-converted net income (loss) excluding special items 

$        43.3          $      (315.5)
Weighted-average shares outstanding of PBF Energy Inc.                                  120,339,041            119,926,267
Conversion of PBF LLC Series A Units (4)                                                    927,990                979,449
Common stock equivalents (5)                                                              2,282,174                      -
Fully-converted shares outstanding-diluted                                              123,549,205            120,905,716
Diluted net income (loss) per share

$ (0.18) $ (0.34) Adjusted fully-converted net income (loss) per fully exchanged, fully diluted shares outstanding (5)

$ (0.18) $ (0.34) Adjusted fully-converted net income (loss) excluding special items per fully exchanged, fully diluted shares outstanding (3) (5)

$ 0.35 $ (2.61)

----------

See Notes to Non-GAAP Financial Measures.


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Gross Refining Margin and Gross Refining Margin Excluding Special Items



Gross refining margin is defined as consolidated gross margin excluding refinery
depreciation, refinery operating expense, and gross margin of PBFX. We believe
both gross refining margin and gross refining margin excluding special items are
important measures of operating performance and provide useful information to
investors because they are helpful metric comparisons to the industry refining
margin benchmarks, as the refining margin benchmarks do not include a charge for
refinery operating expenses and depreciation. In order to assess our operating
performance, we compare our gross refining margin (revenues less cost of
products and other) to industry refining margin benchmarks and crude oil prices
as defined in the table below.

Neither gross refining margin nor gross refining margin excluding special items
should be considered an alternative to consolidated gross margin, income from
operations, net cash flows from operating activities or any other measure of
financial performance or liquidity presented in accordance with GAAP. Gross
refining margin and gross refining margin excluding special items presented by
other companies may not be comparable to our presentation, since each company
may define these terms differently.

The following table presents our GAAP calculation of gross margin and a
reconciliation of gross refining margin to the most directly comparable GAAP
financial measure, consolidated gross margin, on a historical basis, as
applicable, for each of the periods indicated (in millions, except per barrel
amounts):

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