PBF PBF Energy Inc

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PBF ENERGY RETIREMENT SAVINGS PLAN

TABLE OF CONTENTS

        

Report of Independent Registered Public Accounting Firm	1
Financial Statements	2
Statements of Net Assets Available for Benefits as of December 31, 2016 and 2015	2
Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2016	3
Notes to Financial Statements	4
Supplemental Schedules*	10
Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2016	10
Schedule H, Part IV, Line 4a - Schedule of Delinquent Participant Contributions as of December 31, 2016	11
Signature	12
Exhibit Index	12
23.1 - Consent of Independent Registered Accounting Firm

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the PBF Holding Company LLC Retirement Plans Administrative Committee

We have audited the accompanying statements of net assets available for benefits of the PBF Energy Retirement Savings Plan (the “Plan”) as of December 31, 2016 and 2015, and the related statement of changes in net assets available for benefits for the year ended December 31, 2016. The Plan’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2016 and 2015, and the changes in net assets available for benefits for the year ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2016 and schedule of delinquent participant contributions for the year ended December 31, 2016 have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedules, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedules is fairly stated in all material respects in relation to the financial statements as a whole.

/s/ Friedman LLP

East Hanover, NJ

June 26, 2017

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PBF ENERGY RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
	December 31,
	2016				2015
ASSETS
Investments, at fair value	$	205,188,428			$	148,323,213
Receivables:
Employer contributions	675,043				444,185
Participant contributions	980,605				651,297
Notes receivable from participants	6,053,701				5,322,544
	7,709,349				6,418,026
Total assets	212,897,777				154,741,239
Net assets available for benefits	$	212,897,777			$	154,741,239

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PBF ENERGY RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2016
Additions
Investment income:
Net appreciation in fair value of investments	$	8,418,389
Interest and dividends	4,671,382
Total investment income	13,089,771
Interest income on notes receivable from participants	234,624
Contributions:
Participants	30,457,938
Employer	19,976,312
Rollover	4,054,141
Other	25,651
Total contributions	54,514,042
Total additions	67,838,437
Deductions
Benefits paid to participants	9,643,769
Administrative expenses	38,130
Total deductions	9,681,899
Net increase in net assets available for benefits	58,156,538
Net assets available for benefits:
Beginning of year	154,741,239
End of year	$	212,897,777

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Investment Valuation

Plan investments are presented at their fair value. A fair value hierarchy is used that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows:

Level 1:	Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2:	Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in markets that are not active.

Level 3:	Unobservable inputs that reflect management’s own assumptions.

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•	Common stocks and mutual funds are measured at fair value using a market approach based on quotations from national securities exchanges or published NAV's and are categorized in Level 1 of the fair value hierarchy.

													Total as of
													December 31,
	Level 1				Level 2				Level 3				2016
Total Mutual Funds	202,629,265				—				—				202,629,265
PBF Energy Inc. Class A common stock	2,559,163				—				—				2,559,163
Investments, at fair value	$	205,188,428			$	—			$	—			$	205,188,428

													Total as of
													December 31,
	Level 1				Level 2				Level 3				2015
Total Mutual Funds	146,533,660				—				—				146,533,660
PBF Energy Inc. Class A common stock	1,789,553				—				—				1,789,553
Investments, at fair value	$	148,323,213			$	—			$	—			$	148,323,213

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PBF ENERGY RETIREMENT SAVINGS PLAN
EIN 27-2198168 PLAN NO. 002
FORM 5500, SCHEDULE H, PART IV, LINE 4a - SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS
YEAR ENDED DECEMBER 31, 2016
					Total that Constitutes Nonexempt Prohibited Transactions									Total Fully Corrected Under VFCP and PTE 2002-51
Identity of Party Involved	Relationship to Plan	Description of Transaction	Participant Contributions Transferred Late to Plan	Late Participant Loan Repayments Included	Contributions Not Corrected			Contributions Corrected Outside of VFCP			Contributions Pending Correction in VFCP
PBF Energy Retirement Savings Plan	Plan Sponsor	For the year ended December 31, 2016, the Plan Sponsor failed to remit timely to the Plan's Trustee multiple participant salary deferrals totaling $1,209,055	$1,209,055	Yes	$	—		$	—		$	1,209,055		$	—
PBF Energy Retirement Savings Plan	Plan Sponsor	For the year ended December 31, 2015, the Plan Sponsor failed to remit timely to the Plan's Trustee multiple participant salary deferrals totaling $1,280,350	$1,280,350	Yes	$	—		$	—		$	—		$	1,280,350

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