NONCONTROLLING INTERESTS

Noncontrolling Interest in PBF LLC

PBF Energy is the sole managing member of, and has a controlling interest in, PBF LLC. PBF Energy’s interest in PBF LLC was approximately 96.7% and 96.5% as of December 31, 2017 and 2016, respectively.

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 represents the portion of net assets of PBF Energy attributable to the members of PBF LLC other than PBF Energy.

The noncontrolling interest ownership percentages in PBF LLC as of the completion dates of each of the equity offerings and year ends occurring in the years ended December 31, 2017, 2016 and 2015 are calculated as follows:



	Holders of PBF LLC Series A Units		Outstanding Shares of PBF Energy Class A Common Stock		Total
January 1, 2015	9,170,696		81,981,119		91,151,815
	10.1	%	89.9	%	100	%
February 6, 2015 - Secondary offering	5,366,043		85,768,077		91,134,120
	5.9	%	94.1	%	100	%
October 13, 2015 - Equity offering	5,111,358		97,393,850		102,505,208
	5.0	%	95.0	%	100	%
December 31, 2015	4,985,358		97,781,933		102,767,291
	4.9	%	95.1	%	100	%
December 19, 2016 - Equity offering	4,120,902		109,004,047		113,124,949
	3.6	%	96.4	%	100	%
December 31, 2016	3,920,902		109,204,047		113,124,949
	3.5	%	96.5	%	100	%
December 31, 2017	3,767,464		110,565,531		114,332,995
	3.3	%	96.7	%	100	%

Noncontrolling Interest in PBFX

PBF LLC holds a 44.1% limited partner interest in PBFX and owns all of PBFX’s IDRs, with the remaining 55.9% limited partner interest owned by public common unit holders as of December 31, 2017. 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 percentages in PBFX as of the DCR Products Pipeline and Truck Rack Acquisitions, the 2016 PBFX Equity Offerings and the years ended December 31, 2017, 2016 and 2015 are calculated as follows:



	Units of PBFX Held by the Public		Units of PBFX Held by PBF LLC (Including Subordinated Units)		Total
January 1, 2015	15,812,500		17,171,077		32,983,577
	47.9	%	52.1	%	100.0	%
May 15, 2015	15,812,500		18,459,497		34,271,997
	46.1	%	53.9	%	100.0	%
December 31, 2015	15,924,676		18,459,497		34,384,173
	46.3	%	53.7	%	100.0	%
April 5, 2016	18,799,676		18,459,497		37,259,173
	50.5	%	49.5	%	100.0	%
August 17, 2016	22,893,472		18,459,497		41,352,969
	55.4	%	44.6	%	100.0	%
December 31, 2016	23,271,174		18,459,497		41,730,671
	55.8	%	44.2	%	100.0	%
December 31, 2017	23,441,211		18,459,497		41,900,708
	55.9	%	44.1	%	100.0	%

Noncontrolling Interest in PBF Holding

In connection with 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 $95 and $269 for the years ended December 31, 2017 and 2016, respectively.

The following tables summarize the changes in equity for the controlling and noncontrolling interests of PBF Energy for the years ended December 31, 2017 and 2016:



	PBF Energy Inc. Equity			Noncontrolling Interest in PBF LLC			Noncontrolling Interest in PBF Holding			Noncontrolling Interest in PBFX			Total Equity
Balance at January 1, 2017	$	2,025,044		$	98,671		$	12,513		$	434,456		$	2,570,684
Comprehensive income	414,575			16,714			95			51,073			482,457
Dividends and distributions	(131,783		)	(4,584		)	(1,800		)	(44,636		)	(182,803		)
Stock-based compensation	21,503			—			—			5,345			26,848
Exercise of PBF LLC options and warrants, net	10,533			(598		)	—			—			9,935
Effects of exchanges of PBF LLC Series A Units on deferred tax assets and liabilities and tax receivable agreement obligation	(1,139		)	—			—			—			(1,139		)
Treasury stock purchases	(1,038		)	—			—			—			(1,038		)
Other	(1,041		)	—			—			(954		)	(1,995		)
Balance at December 31, 2017	$	2,336,654		$	110,203		$	10,808		$	445,284		$	2,902,949



	PBF Energy Inc. Equity			Noncontrolling Interest in PBF LLC			Noncontrolling Interest in PBF Holding			Noncontrolling Interest in PBFX			Total Equity
Balance at January 1, 2016	$	1,647,297		$	91,018		$	17,225		$	340,317		$	2,095,857
Comprehensive income	168,308			14,509			269			39,840			222,926
Dividends and distributions	(132,705		)	(6,728		)	—			(33,714		)	(173,147		)
Effects of equity offerings and exchanges of PBF LLC Series A Units on deferred tax assets and liabilities and tax receivable agreement obligation	(2,613		)	—			—			—			(2,613		)
Issuance of additional PBFX common units	54,944			—			—			83,434			138,378
Stock-based compensation	18,296			—			—			4,360			22,656
Exercise of PBF LLC options and warrants, net	1,058			(172		)	—			—			886
October 2015 Equity Offering	275,300			—			—			—			275,300
Treasury stock purchases	(743		)	—			—			—			(743		)
Other	(4,098		)	44			(4,981		)	219			(8,816		)
Balance at December 31, 2016	$	2,025,044		$	98,671		$	12,513		$	434,456		$	2,570,684

Comprehensive Income

Comprehensive income includes net income and other comprehensive income (loss) arising from activity related to the Company’s defined employee benefit plan and unrealized gain on available-for-sale securities. The following table summarizes the allocation of total comprehensive income between the controlling and noncontrolling interests of PBF Energy for the year ended December 31, 2017:



	Attributable to PBF Energy Inc. stockholders			Noncontrolling Interests			Total
Net income	$	415,517		$	67,914		$	483,431
Other comprehensive income (loss):
Unrealized loss on available for sale securities	(23		)	(1		)	(24		)
Amortization of defined benefit plans unrecognized net loss	(919		)	(31		)	(950		)
Total other comprehensive loss	(942		)	(32		)	(974		)
Total comprehensive income	$	414,575		$	67,882		$	482,457

The following table summarizes the allocation of total comprehensive income of PBF Energy between the controlling and noncontrolling interests for the year ended December 31, 2016:



	Attributable to PBF Energy Inc. stockholders			Noncontrolling Interest			Total
Net income	$	170,811		$	54,707		$	225,518
Other comprehensive income (loss):
Unrealized loss on available for sale securities	(41		)	(1		)	(42		)
Amortization of defined benefit plans unrecognized net loss	(2,462		)	(88		)	(2,550		)
Total other comprehensive loss	(2,503		)	(89		)	(2,592		)
Total comprehensive income	$	168,308		$	54,618		$	222,926

The following table summarizes the allocation of total comprehensive income of PBF Energy between the controlling and noncontrolling interests for the year ended December 31, 2015:



	Attributable to PBF Energy Inc. stockholders		Noncontrolling Interest		Total
Net income	$	146,401	$	49,132	$	195,533
Other comprehensive income:
Unrealized gain on available for sale securities	118		6		124
Amortization of defined benefit plans unrecognized net gain	1,887		95		1,982
Total other comprehensive income	2,005		101		2,106
Total comprehensive income	$	148,406	$	49,233	$	197,639