NONCONTROLLING INTERESTS | 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 Outstanding Shares 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 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 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 Noncontrolling Noncontrolling Interest in PBF Holding Noncontrolling 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 Noncontrolling Noncontrolling Interest in PBF Holding Noncontrolling 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 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 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 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 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 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 |