8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________

FORM 8-K

______________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): September 5, 2018

PBF ENERGY INC.

PBF ENERGY COMPANY LLC

PBF HOLDING COMPANY LLC

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-35764	45-3763855
Delaware	333-206728-02	61-1622166
Delaware	333-186007	27-2198168
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

_____________________________________________

One Sylvan Way, Second Floor

Parsippany, New Jersey 07054

(Address of the Principal Executive Offices) (Zip Code)

(973) 455-7500

(Registrant’s Telephone Number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

_____________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12-b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter): o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o

Item 7.01 - Regulation FD Disclosure.

Management of PBF Energy Inc., PBF Energy Company LLC and PBF Holding Company LLC (collectively, the “Company”) will be participating in the Barclays CEO Energy-Power Conference on September 5, 2018.

The Company’s presentation materials, available on the Investor Relations section of the Company’s website at www.pbfenergy.com, are furnished with this Current Report as Exhibit 99.1 and are incorporated herein by reference.

The information in this report is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Items 7.01 and 9.01 of this report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.

Forward-Looking Statements

Statements contained in the exhibit to this report relating to future plans, results, performance, expectations, achievements and the like are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, the Company’s expectations with respect to timing of the completion of the proposed acquisition; the company’s post-acquisition plans, objectives, expectations and intentions with respect to future earnings and operations; the company’s plans for financing the proposed acquisition; and the conditions to the closing of the proposed acquisition and the possibility that the proposed acquisition will not close. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which may be beyond the Company’s control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors and uncertainties that may cause actual results to differ include but are not limited to the risks described above, and the risks disclosed in the Company’s filings with the SEC. All forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements except as may be required by applicable law.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Presentation materials dated September 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Dated:	September 5, 2018
		PBF Energy Inc.
		(Registrant)
		By:	/s/ Trecia Canty
		Name:	Trecia Canty
		Title:	Senior Vice President, General Counsel

Dated:	September 5, 2018
		PBF Energy Company LLC
		(Registrant)
		By:	/s/ Trecia Canty
		Name:	Trecia Canty
		Title:	Senior Vice President, General Counsel

Dated:	September 5, 2018
		PBF Holding Company LLC
		(Registrant)
		By:	/s/ Trecia Canty
		Name:	Trecia Canty
		Title:	Senior Vice President, General Counsel

EX-99.1

PBF Energy September 2018 1

Safe Harbor Statements This presentation contains forward-looking statements made by PBF Energy Inc. (“PBF Energy”), the indirect parent of PBF Logistics LP (“PBFX”, or “Partnership”, and together with PBF Energy, the “Companies”, or “PBF”), and their management teams. Such statements are based on current expectations, forecasts and projections, including, but not limited to, anticipated financial and operating results, plans, objectives, expectations and intentions that are not historical in nature. Forward-looking statements should not be read as a guarantee of future performance or results, and may not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking statements are based on information available at the time, and are subject to various risks and uncertainties that could cause the Companies’ actual performance or results to differ materially from those expressed in such statements. Factors that could impact such differences include, but are not limited to, changes in general economic conditions; volatility of crude oil and other feedstock prices; fluctuations in the prices of refined products; the impact of disruptions to crude or feedstock supply to any of our refineries, including disruptions due to problems with third party logistics infrastructure; effects of litigation and government investigations; the timing and announcement of any potential acquisitions and subsequent impact of any future acquisitions on our capital structure, financial condition or results of operations; changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business or industry; actions taken or non-performance by third parties, including suppliers, contractors, operators, transporters and customers; adequacy, availability and cost of capital; work stoppages or other labor interruptions; operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control; inability to complete capital expenditures, or construction projects that exceed anticipated or budgeted amounts; ability to consummate potential acquisitions, the timing for the closing of any such acquisition and our plans for financing any acquisition; unforeseen liabilities associated with any potential acquisition; inability to successfully integrate acquired refineries or other acquired businesses or operations; effects of existing and future laws and governmental regulations, including environmental, health and safety regulations; and, various other factors. Forward-looking statements reflect information, facts and circumstances only as of the date they are made. The Companies assume no responsibility or obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information after such date. See the Appendix for reconciliations of the differences between the non-GAAP financial measures used in this presentation, including various estimates of EBITDA, and their most directly comparable GAAP financial measures. 2

PBF – A Compelling Investment  Geographically diverse, high-complexity independent refiner Attractive  Asset Base Crude and feedstock optionality provides access to most economic input slate  Strategic relationship with PBF Logistics (NYSE:PBFX) provides growth partnership  Proven track record of investing in organic, margin-improvement projects Proven  Targeted projects to enhance margin capture and increase commercial flexibility Track Record  Long and successful history of executing accretive acquisitions and driving growth  Focused internal investment to drive growth and enhance margins Disciplined  Capital Allocation Maintain conservative balance sheet and strong liquidity  Access to low cost-of-capital through strategic PBFX relationship  Refining and Logistics segments provide dual growth platforms Future  Growth Opportunities Increase refining profitability through reliable operations and reduced costs  Diversify logistics footprint through organic growth and third-party transactions 3

Attractive Asset Diversification and Growth  PBF's core strategy is to operate safely, reliably and responsibly Toledo PADD  4 Pursue disciplined growth strategy through Paulsboro PADD PADD strategic refining and logistics acquisitions 5 2 and development of organic projects PADD 1 Delaware City  Diversified, high-complexity asset base with five refineries and 884,000 barrels per day of PADD nameplate processing capacity 3 Torrance • 12.2 Nelson complexity is second amongst Chalmette independent refiners 2,500 US Independent Refiners by Throughput Capacity Throughput Capacity Nelson Region (bpd) Complexity 2,000 Mid-continent 170,000 9.2 1,500 East Coast 370,000 12.2 1,000 Gulf Coast 189,000 12.7 500 West Coast 155,000 14.9 0 Total 884,000 12.2 DK CVI PBF VLO PSX HFC MPC ANDV Source: Company reports 4

PBFX is a Strategic Growth Partner  Mid-Continent Assets PBF indirectly owns 100% of the general  Knoxville Terminals  Toledo Storage Facility partner and ~44% of the limited partner  Toledo LPG Truck Rack interests of PBF Logistics LP (NYSE: PBFX)  Toledo Truck Terminal  Toledo Terminal  Toledo Rail Unloading  Current assets support the operations of all five of PBF Energy’s refineries and provide Toledo access to incremental third-party business PADD 4  Paulsboro Since inception, PBFX has delivered over 200% PADD PADD 5 2 EBITDA growth PADD • 40% of growth is from third-party 1 Delaware City acquisitions and organic projects PADD  3 Targeting $100 million of EBITDA* from Torrance Chalmette organic projects to be implemented over the East Coast Assets West Coast Assets  Paulsboro NG Pipeline  next 4 years Torrance Valley Pipeline  East Coast Terminals  DC Products Pipeline  DC Truck Rack (Products)   Gulf Coast Assets DC Truck Rack (LPG)  Augment organic growth with third-party  Chalmette Storage Facility DC Rail Terminal   Chalmette Truck Rack DC West Rack acquisitions and further drop-downs from PBF   Chalmette Rosin Yard DC Ethanol Energy  Paulsboro Lube Storage  PBF retains drop-down inventory of ~$200-250 million EBITDA* of logistics assets and utilize proceeds to de-lever and improve liquidity *Due to the forward-looking nature of forecasted EBITDA, information to reconcile forecasted EBITDA to forecasted earnings and cash flow from operating activities is not available as management is unable to project financing terms and working capital changes for future periods at this time. 5

Mid-Continent and East Coast Refining Operations  Toledo, Ohio • Processes WTI-based light crude oil and Canadian syncrude which produces a high-value clean product yield including gasoline, ultra-low sulfur diesel and a variety of Continent petrochemicals including nonene, xylene, tetramer and - toluene Mid • Chicago 4-3-1 benchmark crack = (–4)*(WTI) + 3*(Chic CBOB pipe) + .5*(Chic ULSD Pipe) + .5*(USGC Jet Kero 54)  100% of East Coast Coking Capacity  Paulsboro, New Jersey • Processes a variety of medium and heavy sour crude oils and produces a diverse product slate including gasoline, heating oil, jet fuel, lube oils and asphalt  Delaware City, Delaware East Coast East • Processes a predominantly heavy crude oil slate with a high concentration of high sulfur crudes, making it one of the largest and most complex refineries on the East Coast  NYH 2-1-1 benchmark crack = (–2)*(Dated Brent) + 1*(NY RBOB) + 1*(ULSD) 6

Chalmette Refinery – Optimization Continues  Continuing to enhance the asset  Invested ~$100 million in margin improvement projects • Restarted idled reformer, hydrotreater and light-ends recovery plant • Upgrades unfinished naphtha to high- value clean products • Completed crude storage project improves crude flexibility, reduces vessel demurrage • Increased clean product exports (and reduced RIN exposure)  Examining additional organic projects to capture benefits of IMO fuel regulation changes  USGC 2-1-1 benchmark crack • (–2)*(LLS) + 1*(GC 87 Gasoline) + 1*(GC ULSD) 7

Torrance Refinery – Focus on Operations  Focus on stable and reliable operations • Successfully executed first major turnarounds in the second quarter of 2017 • Augmented leadership team  Reliability improvements have driven increased profitability and operating expense reductions  Margin enhancement • Increased rack throughput to approximately 70% of gasoline yield • Optimizing distillate margin contribution through rapid, low-cost opportunities • Successfully entering new markets, including exports  LA 4-3-1 benchmark crack • (–4)*(ANS) + 3*(85.5 CARBOB) + .5*(LA CARB Diesel) + .5*(LA Jet 54) 8

Torrance beginning to deliver on expectations Prior Six Months 2017 Turnarounds Six Months After 143,000 bpd Throughput 172,000 bpd $61 million EBITDA(1) $224 million $8.54/bbl Opex per barrel(2) $6.62/bbl ($76) million Lost profit opportunities(3) ($14) million (1) EBITIDA is a non-GAAP measure. For reconciliations to appropriate GAAP figures, please refer to the appendix. (2) Portrayed operating expenses per barrel exclude certain logistics operating expenses which are currently reported in the supplemental information provided by the company on a quarterly and annual basis. (3) Lost profit opportunities are estimates calculated using market pricing for periods where production and sales are curtailed due to unplanned events 9

Macro Landscape  Tailwinds from regulatory Global Refinery Utilization reform 84% 79% Global refinery utilization is 74% high, US utilization is higher 5-Year Range Utilization Global Total Product Demand (Mbpd)  105,000 Global product demand 100,000 expected to outpace refinery 95,000 capacity utilization and 90,000 additions 5-Year Range 5-Year Avg. 2017 2018 Global Distillate Days Cover 34 Distillate continues to drive 29 global product demand and inventories are at 5-year lows 24 5-Year Range Days Cover Source: EIA, IEA, Bloomberg, US Capital 10

IMO is a “Step Change” for PBF  International Maritime Organization Coking Capacity (IMO) low-sulfur-fuels requirements (percentage of crude throughput) scheduled to take effect January 1, 2020 20%  No required capital investments 18% 16%  Investment opportunities to capture incremental benefits 14% • Hydrogen plant at Delaware City 12% refinery 10% • Idled coker at Chalmette refinery 8% • Marine facilities for high-sulfur resid 6% handling 4%  Well-positioned to benefit from 2% discounted feedstocks 0% • Light-heavy crude differentials • Intermediate inputs Source: 2017 AFPM Refining Capacity Report 11

Appendix

Non-GAAP Financial Measures Our management uses EBITDA (earnings before interest, income taxes, depreciation and amortization) as a measure of operating performance to assist in comparing performance from period to period on a consistent basis and to readily view operating trends, as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations, and in communications with our board of directors, creditors, analysts and investors concerning our financial performance. EBITDA is not a presentation made in accordance with GAAP and our computation of EBITDA may vary from others in our industry. EBITDA should not be considered as an alternative to operating income (loss) or net income (loss) as measures of operating performance. In addition, EBITDA is not presented as, and should not be considered, an alternative to cash flows from operations as a measure of liquidity. Due to the forward-looking nature of forecasted EBITDA, information to reconcile forecasted EBITDA to forecasted earnings and cash flow from operating activities is not available as management is unable to project financing terms and working capital changes for future periods at this time. This presentation includes references to EBITDA and EBITDA attributable to PBFX, which is a non-GAAP financial measure that is reconciled to its most directly comparable GAAP measure in the quarterly and annual reports on Forms 10-Q and 10-K for PBFX. We define EBITDA attributable to PBFX as net income (loss) attributable to PBFX before net interest expense, income tax expense, depreciation and amortization expense attributable to PBFX, which excludes the results attributable to noncontrolling interests and acquisitions from affiliate companies under common control prior to the effective dates of such transactions. With respect to projected MLP-qualifying EBITDA, we are unable to prepare a quantitative reconciliation to the most directly comparable GAAP measure without unreasonable effort, as, among other things, certain items that impact these measures, such as the provision for income taxes, depreciation of fixed assets, amortization of intangibles and financing costs have not yet occurred, are subject to market conditions and other factors that are out of our control and cannot be accurately predicted. 13

Non-GAAP Financial Measures Reconciliation of amounts under U.S. GAAP to EBITDA (unaudited, millions) for Torrance refinery results: Figures in $ millions 6 months prior to 2017 6 months post 2017 Turnarounds Turnarounds Net Income $56.8 $198.4 Depreciation and amortization 4.6 27.5 Interest expense, net (0.7) (1.7) EBITDA $60.7 $224.2 EBITDA is not a presentation made in accordance with GAAP and our computation of EBITDA may vary from others in our industry. EBITDA should not be considered as an alternative to operating income (loss) or net income (loss) as measures of operating performance. In addition, EBITDA is not presented as, and should not be considered, an alternative to cash flows from operations as a measure of liquidity. 14

PBF Energy 2018 Guidance (Figures in millions except per barrel amounts) FY 2018E Q3-2018E East Coast Throughput 340,000 – 360,000 bpd 340,000 – 360,000 bpd Mid-Continent Throughput 140,000 – 150,000 bpd 145,000 – 155,000 bpd Gulf Coast Throughput 180,000 – 190,000 bpd 180,000 – 190,000 bpd West Coast Throughput 160,000 – 170,000 bpd 165,000 – 175,000 bpd Total Throughput 820,000 – 870,000 bpd 830,000 – 880,000 bpd FY 2018E Notes Refining operating expenses $5.25 - $5.50 / bbl Excluding non-refining operating expenses SG&A expenses $160 - $170 Excludes incentive and stock-based compensation D&A $340 - $360 Interest expense, net $150 - $160 Capital expenditures $525 - $550 Excludes capital expenditures for PBF Logistics LP Includes 6/30 shares outstanding plus additional Shares outstanding (millions) 120 shares from August ’18 equity offering Turnaround Schedule Period Duration Toledo – Hydrocracker / Crude / Reformer Q1 35 – 45 days Chalmette – FCC / Alky Q1 – 2 30 – 40 days Delaware City – CT / Alky units Q1 – 2 35 – 45 days Delaware City – Reformer / UDEX Q4 30 – 35 days Paulsboro – Crude / Coker Q3 – 4 30 – 40 days Initial guidance provided constitutes forward-looking information and is based on current PBF Energy operating plans, company assumptions and company configuration. Except where noted, guidance expense figures include consolidated amounts for PBF Logistics LP. All figures are subject to change based on market and macroeconomic factors, as well as company strategic decision- making and overall company performance. 15

PBF Logistics 2018 Guidance ($ in millions, rounded) FY 2018 FY 2018 Initial Guidance Updated Guidance Revenues $276 $282 Operating expenses $87 $88 SG&A (includes stock-based comp. expense for $16 $17 outstanding awards) D&A $26 $28 Interest expense, net $39 $42 Net Income $108 $106 EBITDA attributable to non-controlling interest $23 $20 EBITDA to the Partnership (excluding one-time items) $151 $155 - 160 Maintenance capital expenditures $11 $12 Regulatory capital expenditures $6 $6 Units outstanding(1) 42.5 million 46.0 million Initial and updated guidance provided constitutes forward-looking information and is based on current PBF Logistics operating plans using minimum volume commitments, assumptions and configuration. Revenues, operating expenses, general and administrative expenses, depreciation and amortization and interest expense figures include amounts related to the portion of the Torrance Valley Pipeline Company that are currently owned by a subsidiary of PBF Energy Inc. These amounts are consolidated in the PBF Logistics financial statements and the ownership interest of PBF Energy is reflected in non-controlling Interest. Updated guidance reflects recent acquisitions and revised agreements. All figures are subject to change based on market and macroeconomic factors, as well as management’s strategic decision-making and overall Partnership performance. ___________________________ 1. Units outstanding at 07/31/2018 represents the fully-diluted number of units issued during the IPO, subsequent transactions and under partnership compensation programs 16