EQUITY | 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 September 30, 2018 and December 31, 2017 , PBF Energy’s equity interest in PBF LLC represented approximately 99.0% and 96.7% , 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 condensed 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 condensed 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 September 30, 2018 and December 31, 2017 are calculated as follows: Holders of PBF LLC Series A Units Outstanding Shares of PBF Energy Class A Common Stock Total * December 31, 2017 3,767,464 110,565,531 114,332,995 3.3 % 96.7 % 100.0 % September 30, 2018 1,206,325 119,951,719 121,158,044 1.0 % 99.0 % 100.0 % —————————— * 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 44.0% limited partner interest in PBFX and owns all of PBFX’s IDRs, with the remaining 56.0% limited partner interest owned by public common unitholders as of September 30, 2018 . 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 unitholders. Noncontrolling interest on the condensed 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 condensed 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 September 30, 2018 and December 31, 2017 , are calculated as follows: Units of PBFX Held by the Public Units of PBFX Held by PBF LLC Total December 31, 2017 23,441,211 18,459,497 41,900,708 55.9 % 44.1 % 100.0 % September 30, 2018 25,393,565 19,953,631 45,347,196 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. For the three months ended September 30, 2018 and 2017 the Company recorded a noncontrolling interest in the earnings (loss) of these subsidiaries of $35 and $(6) , respectively. For the nine months ended September 30, 2018 and 2017 the Company recorded a noncontrolling interest in the earnings of these subsidiaries of $43 and $374 , respectively. Changes in Equity and Noncontrolling Interests On August 14, 2018, the Company completed a public offering of an aggregate of 6,000,000 shares of 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 nine months ended September 30, 2018 and 2017 , respectively: PBF Energy Inc. Equity Noncontrolling Noncontrolling Interest in PBF Holding Noncontrolling Total Equity Balance at January 1, 2018 $ 2,336,654 $ 110,203 $ 10,808 $ 445,284 $ 2,902,949 Comprehensive income 482,504 9,794 43 30,074 522,415 Dividends and distributions (103,303 ) (1,724 ) — (36,466 ) (141,493 ) Effects of exchanges of PBF LLC Series A Units on deferred tax assets and liabilities and Tax Receivable Agreement obligation (2,756 ) — — — (2,756 ) Issuance of additional PBFX common units 28,564 — — 6,256 34,820 Equity-based compensation awards 14,059 — — 4,549 18,608 August 2018 Equity Offering 287,284 — — — 287,284 Exercise of PBF LLC and PBF Energy options and warrants, net 14,004 (345 ) — — 13,659 Other 10,924 — — (1,049 ) 9,875 Balance at September 30, 2018 $ 3,067,934 $ 117,928 $ 10,851 $ 448,648 $ 3,645,361 PBF Energy Inc. Equity Noncontrolling Noncontrolling Noncontrolling Total Equity Balance at January 1, 2017 $ 2,025,044 $ 98,671 $ 12,513 $ 434,456 $ 2,570,684 Comprehensive income 174,524 9,701 374 39,377 223,976 Dividends and distributions (98,723 ) (3,448 ) — (33,090 ) (135,261 ) Equity-based compensation awards 13,549 — — 4,515 18,064 Other (2,096 ) — — (5 ) (2,101 ) Balance at September 30, 2017 $ 2,112,298 $ 104,924 $ 12,887 $ 445,253 $ 2,675,362 The following tables summarize the changes in equity for the controlling and noncontrolling interests of PBF LLC for the nine months ended September 30, 2018 and 2017 , respectively: PBF Energy Company LLC Equity Noncontrolling Interest in PBF Holding Noncontrolling Total Equity Balance at January 1, 2018 $ 2,422,411 $ 10,808 $ 445,284 $ 2,878,503 Comprehensive income 652,612 43 30,074 682,729 Dividends and distributions (105,027 ) — (36,466 ) (141,493 ) Issuance of additional PBFX common units 28,564 — 6,256 34,820 Equity-based compensation awards 14,059 — 4,549 18,608 Exercise of PBF LLC options and warrants, net (3,760 ) — — (3,760 ) Issuance of Series C units in connection with the August 2018 Equity Offering 287,284 — — 287,284 Other 11,321 — (1,049 ) 10,272 Balance at September 30, 2018 $ 3,307,464 $ 10,851 $ 448,648 $ 3,766,963 PBF Energy Company LLC Equity Noncontrolling Noncontrolling Total Equity Balance at January 1, 2017 $ 2,040,851 $ 12,513 $ 434,456 $ 2,487,820 Comprehensive income 288,626 374 39,377 328,377 Dividends and distributions (102,171 ) — (33,090 ) (135,261 ) Equity-based compensation awards 13,549 — 4,515 18,064 Other (2,096 ) — (5 ) (2,101 ) Balance at September 30, 2017 $ 2,238,759 $ 12,887 $ 445,253 $ 2,696,899 Share Activity The following table presents the changes in PBF Energy Class A common stock and treasury stock outstanding: Nine Months Ended September 30, 2018 Year Ended December 31, 2017 Class A Common Stock Treasury Stock Class A Common Stock Treasury Stock Balance at beginning of period 110,565,531 6,132,884 109,204,047 6,087,963 Treasury stock purchases (1) (39,544 ) 39,544 — 44,921 Stock based compensation 35,811 — 702,404 — Exercise of options and warrants 691,286 — 462,500 — Exchange of PBF LLC Series A units for shares of Class A common stock 2,698,635 — 196,580 — August 2018 Equity Offering 6,000,000 — — — Balance at end of period 119,951,719 6,172,428 110,565,531 6,132,884 _____ (1) Includes shares repurchased from participants in connection with the vesting of equity awards granted under the Company’s stock compensation plans to cover employee income tax liabilities. The following table presents the changes in PBF LLC Series A Units and Series C Units outstanding: Nine Months Ended September 30, 2018 Year Ended December 31, 2017 Series A Units Series C Units Series A Units Series C Units Balance at beginning of period 3,767,464 110,586,762 3,920,902 109,204,047 Exercise of Series A warrants and options 137,496 691,286 64,373 462,500 Exchange of Series A units for PBF Energy Class A common stock (2,698,635 ) 2,698,635 (196,580 ) 217,811 Grant of restricted shares — 35,811 — 702,404 Surrender of units for tax withholding — (39,544 ) — — Redemption of Series A units by PBF Energy — — (21,231 ) — August 2018 Equity Offering — 6,000,000 — — Balance at end of period 1,206,325 119,972,950 3,767,464 110,586,762 he following tables summarize the changes in equity for the controlling and noncontrolling interests of PBF Energy for the nine months ended September 30, 2018 and 2017 , respectively: PBF Energy Inc. Equity Noncontrolling Noncontrolling Interest in PBF Holding Noncontrolling Total Equity Balance at January 1, 2018 $ 2,336,654 $ 110,203 $ 10,808 $ 445,284 $ 2,902,949 Comprehensive income 482,504 9,794 43 30,074 522,415 Dividends and distributions (103,303 ) (1,724 ) — (36,466 ) (141,493 ) Effects of exchanges of PBF LLC Series A Units on deferred tax assets and liabilities and Tax Receivable Agreement obligation (2,756 ) — — — (2,756 ) Issuance of additional PBFX common units 28,564 — — 6,256 34,820 Equity-based compensation awards 14,059 — — 4,549 18,608 August 2018 Equity Offering 287,284 — — — 287,284 Exercise of PBF LLC and PBF Energy options and warrants, net 14,004 (345 ) — — 13,659 Other 10,924 — — (1,049 ) 9,875 Balance at September 30, 2018 $ 3,067,934 $ 117,928 $ 10,851 $ 448,648 $ 3,645,361 PBF Energy Inc. Equity Noncontrolling Noncontrolling Noncontrolling Total Equity Balance at January 1, 2017 $ 2,025,044 $ 98,671 $ 12,513 $ 434,456 $ 2,570,684 Comprehensive income 174,524 9,701 374 39,377 223,976 Dividends and distributions (98,723 ) (3,448 ) — (33,090 ) (135,261 ) Equity-based compensation awards 13,549 — — 4,515 18,064 Other (2,096 ) — — (5 ) (2,101 ) Balance at September 30, 2017 $ 2,112,298 $ 104,924 $ 12,887 $ 445,253 $ 2,675,362 |