STOCKHOLDERS' AND MEMBERS' EQUITY STRUCTURE

12 Months Ended

Dec. 31, 2018

Dec. 31, 2017

STOCKHOLDERS’ AND MEMBERS’ EQUITY STRUCTURE

PBF Energy Capital Structure

Class A Common Stock

Holders of Class A common stock are entitled to receive dividends when and if declared by the Board of Directors out of funds legally available therefore, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon the Company’s dissolution or liquidation or the sale of all or substantially all of the assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A common stock will be entitled to receive pro rata remaining assets available for distribution. Holders of shares of Class A common stock do not have preemptive, subscription, redemption or conversion rights.

Class B Common Stock

Holders of shares of Class B common stock are entitled, without regard to the number of shares of Class B common stock held by such holder, to one vote for each PBF LLC Series A Unit beneficially owned by such holder. Accordingly, the members of PBF LLC other than PBF Energy collectively have a number of votes in PBF Energy that is equal to the aggregate number of PBF LLC Series A Units that they hold.

Holders of shares of Class A common stock and Class B common stock vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by applicable law.

Holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon a liquidation or winding up of PBF Energy.

Preferred Stock

Authorized preferred stock may be issued in one or more series, with designations, powers and preferences as shall be designated by the Board of Directors.

PBF LLC Capital Structure

PBF LLC Series A Units

The allocation of profits and losses and distributions to PBF LLC Series A unitholders is governed by the Limited Liability Company Agreement of PBF LLC. These allocations are made on a pro rata basis with PBF LLC Series C Units. PBF LLC Series A unitholders do not have voting rights.

PBF LLC Series B Units

The PBF LLC Series B Units are intended to be “profit interests” within the meaning of Revenue Procedures 93-27 and 2001-43 of the Internal Revenue Service and have a stated value of zero at issuance. The PBF LLC Series B Units are held by certain of the Company’s current and former officers, have no voting rights and are designed to increase in value only after the Company’s financial sponsors achieve certain levels of return on their investment in PBF LLC Series A Units. Accordingly, the amounts paid to the holders of PBF LLC Series B Units, if any, will reduce only the amounts otherwise payable to the PBF LLC Series A Units held by the Company’s financial sponsors, and will not reduce or otherwise impact any amounts payable to PBF Energy (the holder of PBF LLC Series C Units), the holders of the Company’s Class A common stock or any other holder of PBF LLC Series A Units. The maximum number of PBF LLC Series B Units authorized to be issued is 1,000,000.

PBF LLC Series C Units

The PBF LLC Series C Units rank on a parity with the PBF LLC Series A Units as to distribution rights, voting rights and rights upon liquidation, winding up or dissolution. PBF LLC Series C Units are held solely by PBF Energy.

Treasury Stock

The Company’s Board of Directors previously authorized the repurchase of up to $300,000 of the PBF Energy Class A common stock (as amended from time to time, the “Repurchase Program”). From the inception of the Repurchase Program through its expiration date, the Company has purchased approximately 6,050,717 shares of the PBF Energy Class A common stock through open market transactions under the Repurchase Program, for a total of $150,804. The Repurchase Program expired on September 30, 2018 and was not renewed.

These repurchases were made from time to time through various methods, including open market transactions, block trades, accelerated share repurchases, privately negotiated transactions or otherwise, certain of which may be effected through Rule 10b5-1 and Rule 10b-18 plans. The timing and number of shares repurchased depended on a variety of factors, including price, capital availability, legal requirements and economic and market conditions. The Company was not obligated to purchase any shares under the Repurchase Program, and repurchases might have been suspended or discontinued at any time without prior notice.

The Company also records PBF Energy Class A common stock surrendered to cover income tax withholdings for certain directors and employees and others pursuant to the vesting of certain awards under the Company’s equity-based compensation plans as treasury shares.

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