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, 2017 and 2016	2
Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2017	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, 2017	10
Schedule H, Part IV, Line 4a - Schedule of Delinquent Participant Contributions as of December 31, 2017	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

Opinion on the Financial Statements

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, 2017 and 2016, the related statements of changes in net assets available for benefits for the year ended December 31, 2017, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2017 and 2016, and the changes in net assets available for benefits for the year ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Accompanying Supplemental Information

The supplemental information in the accompanying Schedule H, Line 4a - Schedule of Delinquent Participant Contributions for the year ended December 31, 2017 and Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2017, have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. 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, 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, is fairly stated in all material respects in relation to the financial statements as a whole.

/s/ Friedman LLP

We have served as the Plan’s auditor since 2012.

East Hanover, NJ

June 27, 2018

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PBF ENERGY RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
	December 31,
	2017				2016
ASSETS
Investments, at fair value	$	299,160,187			$	205,188,428
Receivables:
Employer contributions	823,336				675,043
Participant contributions	1,413,361				980,605
Notes receivable from participants	9,832,328				6,053,701
	12,069,025				7,709,349
Total assets	311,229,212				212,897,777
Net assets available for benefits	$	311,229,212			$	212,897,777

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PBF ENERGY RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2017
Additions
Investment income:
Net appreciation in fair value of investments	$	35,523,351
Interest and dividends	7,549,830
Total investment income	43,073,181
Interest income on notes receivable from participants	335,612
Contributions:
Participants	38,361,558
Employer	23,452,215
Rollover	5,632,992
Other	7,282
Total contributions	67,454,047
Total additions	110,862,840
Deductions
Benefits paid to participants	12,468,800
Administrative expenses	62,605
Total deductions	12,531,405
Net increase in net assets available for benefits	98,331,435
Net assets available for benefits:
Beginning of year	212,897,777
End of year	$	311,229,212

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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				2017
Total Mutual Funds	$	294,641,281			$	—			$	—			$	294,641,281
PBF Energy Inc. Class A common stock	4,518,906				—				—				4,518,906
Investments, at fair value	$	299,160,187			$	—			$	—			$	299,160,187

													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

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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, 2017
							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, 2017, the Plan Sponsor remitted all contributions to the Plan's Trustee in a timely manner.	$	—		N/A	$	—		$	—		$	—		$	—
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

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