NONCONTROLLING INTERESTS

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. PBF Energy’s interest in PBF LLC was approximately 99.0% and 96.7% as of December 31, 2018 and 2017, 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 as of the years ended December 31, 2018, 2017 and 2016 are calculated as follows:



	Holders of PBF LLC Series A Units		Outstanding Shares of PBF Energy Class A Common Stock		Total
January 1, 2016	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	%
August 14, 2018 - Equity offering	1,206,325		119,852,874		121,059,199
	1.0	%	99.0	%	100	%
December 31, 2018	1,206,325		119,874,191		121,080,516
	1.0	%	99.0	%	100	%

Noncontrolling Interest in PBFX

PBF LLC held a 44.0% limited partner interest in PBFX and owned all of PBFX’s IDRs, with the remaining 56.0% limited partner interest owned by public common unitholders as of December 31, 2018. PBF LLC is also the sole member of PBF GP, the general partner of PBFX. As noted in “Note 3 - PBF Logistics LP”, pursuant to the IDR Restructuring, the IDRs held by PBF LLC will be canceled and converted into newly issued common units.

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 unitholders. 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 unitholders 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 unitholders of PBFX.

The noncontrolling interest ownership percentages in PBFX as of the Registered Direct Offering, the Development Assets Acquisition and the years ended December 31, 2018, 2017 and 2016 are calculated as follows:



	Units of PBFX Held by the Public		Units of PBFX Held by PBF LLC (Including Subordinated Units)		Total
January 1, 2016	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	%
July 30, 2018 - Registered Direct Offering	25,391,037		18,459,497		43,850,534
	57.9	%	42.1	%	100.0	%
July 31, 2018 - Development Assets consideration	25,391,037		19,953,631		45,344,668
	56.0	%	44.0	%	100.0	%
December 31, 2018	25,395,032		19,953,631		45,348,663
	56.0	%	44.0	%	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 $44 and $95 for the years ended December 31, 2018 and 2017, respectively.

Changes in Equity and Noncontrolling Interests

On August 14, 2018, PBF Energy completed a public offering of an aggregate of 6,000,000 shares of its Class A common stock (the “August 2018 Equity Offering”) for net proceeds of $287,284, after deducting underwriting discounts and commissions and other offering expenses.

The following tables summarize the changes in equity for the controlling and noncontrolling interests of PBF Energy for the years ended December 31, 2018, 2017 and 2016:



PBF Energy	PBF Energy Inc. Equity			Noncontrolling Interest in PBF LLC			Noncontrolling Interest in PBF Holding		Noncontrolling Interest in PBFX			Total Equity
Balance at January 1, 2018	$	2,336,654		$	110,203		$	10,808	$	445,284		$	2,902,949
Comprehensive income	131,268			4,698			44		42,264			178,274
Dividends and distributions	(139,263		)	(2,086		)	—		(49,532		)	(190,881		)
Effects of equity offerings and exchanges of PBF LLC Series A Units on deferred tax assets and liabilities and tax receivable agreement obligation	(4,926		)	—			—		—			(4,926		)
Issuance of additional PBFX common units	28,564			—			—		6,256			34,820
Stock-based compensation	19,697			—			—		5,757			25,454
August 2018 Equity Offering	287,284			—			—		—			287,284
Exercise of PBF LLC and PBF Energy options and warrants, net	13,965			—			—		—			13,965
Taxes paid for net settlement of equity-based compensation	(4,775		)	(568		)	—		—			(5,343		)
Other	7,997			—			—		(1,114		)	6,883
Balance at December 31, 2018	$	2,676,465		$	112,247		$	10,852	$	448,915		$	3,248,479



PBF Energy	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	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		)
Stock-based compensation	18,296			—			—			4,360			22,656
Issuance of additional PBFX common units	54,944			—			—			83,434			138,378
Exercise of PBF LLC options and warrants, net	1,058			(172		)	—			—			886
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		)
December 2016 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

The following tables summarize the changes in equity for the controlling and noncontrolling interests of PBF LLC for the years ended December 31, 2018, 2017, and 2016 respectively:



PBF LLC	PBF Energy Company LLC Equity			Noncontrolling Interest in PBF Holding		Noncontrolling Interest in PBFX			Total Equity
Balance at January 1, 2018	$	2,422,411		$	10,808	$	445,284		$	2,878,503
Comprehensive income	140,821			44		42,264			183,129
Dividends and distributions	(141,349		)	—		(49,532		)	(190,881		)
Issuance of additional PBFX common units	28,564			—		6,256			34,820
Stock-based compensation	19,697			—		5,757			25,454
Exercise of PBF LLC and PBF Energy options and warrants, net	(8,536		)	—		—			(8,536		)
Issuance of Series C units in connection with the August 2018 Equity Offering	287,284			—		—			287,284
Other	10,590			—		(1,114		)	9,476
Balance at December 31, 2018	$	2,759,482		$	10,852	$	448,915		$	3,219,249



PBF LLC	PBF Energy Company LLC Equity			Noncontrolling Interest in PBF Holding			Noncontrolling Interest in PBFX			Total Equity
Balance at January 1, 2017	$	2,040,851		$	12,513		$	434,456		$	2,487,820
Comprehensive income	499,103			95			51,073			550,271
Dividends and distributions	(136,367		)	(1,800		)	(44,636		)	(182,803		)
Grant of restricted shares	1,038			—			—			1,038
Stock-based compensation	21,503			—			5,345			26,848
Exercise of PBF LLC options and warrants, net	(598		)	—			—			(598		)
Treasury stock purchases	(1,038		)	—			—			(1,038		)
Other	(2,081		)	—			(954		)	(3,035		)
Balance at December 31, 2017	$	2,422,411		$	10,808		$	445,284		$	2,878,503



PBF LLC	PBF Energy Company LLC Equity			Noncontrolling Interest in PBF Holding			Noncontrolling Interest in PBFX			Total Equity
Balance at January 1, 2016	$	1,551,853		$	17,225		$	340,317		$	1,909,395
Comprehensive income	278,296			269			39,840			318,405
Dividends and distributions	(139,433		)	—			(33,714		)	(173,147		)
Issuance of additional PBFX common units	54,944			—			83,434			138,378
Grant of restricted shares	743			—			—			743
Stock-based compensation	18,296			—			4,360			22,656
Exercise of PBF LLC options and warrants, net	886			—			—			886
Issuance of Series C units in connection with the December 2016 Equity Offering	275,300			—			—			275,300
Treasury stock purchases	(743		)	—			—			(743		)
Other	709			(4,981		)	219			(4,053		)
Balance at December 31, 2016	$	2,040,851		$	12,513		$	434,456		$	2,487,820

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 (loss) on available-for-sale securities. 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, 2018:



PBF Energy	Attributable to PBF Energy Inc. stockholders			Noncontrolling Interests			Total
Net income	$	128,315		$	46,976		$	175,291
Other comprehensive income (loss):
Unrealized loss on available for sale securities	(107		)	(1		)	(108		)
Amortization of defined benefit plans unrecognized net gain	3,060			31			3,091
Total other comprehensive income	2,953			30			2,983
Total comprehensive income	$	131,268		$	47,006		$	178,274

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, 2017:



PBF Energy	Attributable to PBF Energy Inc. stockholders			Noncontrolling Interest			Total
Net income	$	415,517		$	67,914		$	483,431
Other comprehensive 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:



PBF Energy	Attributable to PBF Energy Inc. stockholders			Noncontrolling Interest			Total
Net income	$	170,811		$	54,707		$	225,518
Other comprehensive 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 LLC between the controlling and noncontrolling interests for the year ended December 31, 2018:



PBF LLC	Attributable to PBF LLC			Noncontrolling Interests		Total
Net income	$	137,838		$	42,308	$	180,146
Other comprehensive income (loss):
Unrealized loss on available for sale securities	(108		)	—		(108		)
Amortization of defined benefit plans unrecognized net gain	3,091			—		3,091
Total other comprehensive income	2,983			—		2,983
Total comprehensive income	$	140,821		$	42,308	$	183,129

The following table summarizes the allocation of total comprehensive income of PBF LLC between the controlling and noncontrolling interests for the year ended December 31, 2017:



PBF LLC	Attributable to PBF LLC			Noncontrolling Interest		Total
Net income	$	500,077		$	51,168	$	551,245
Other comprehensive loss:
Unrealized loss on available for sale securities	(24		)	—		(24		)
Amortization of defined benefit plans unrecognized net loss	(950		)	—		(950		)
Total other comprehensive loss	(974		)	—		(974		)
Total comprehensive income	$	499,103		$	51,168	$	550,271

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



PBF LLC	Attributable to PBF LLC			Noncontrolling Interest		Total
Net income	$	280,888		$	40,109	$	320,997
Other comprehensive loss:
Unrealized loss on available for sale securities	(42		)	—		(42		)
Amortization of defined benefit plans unrecognized net loss	(2,550		)	—		(2,550		)
Total other comprehensive loss	(2,592		)	—		(2,592		)
Total comprehensive income	$	278,296		$	40,109	$	318,405