þ
|
|
ANNUAL REPORT PURSUANT TO SECTION 18 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
||
|
|
|
|
|
|
|
For the Fiscal Year Ended December 31, 2016
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
||
|
|
|
|
|
|
|
For the transition period from to
|
Delaware
|
|
52-2319066
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
|
|
|
7102 Commerce Way
|
|
|
Brentwood, Tennessee
|
|
37027
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
|
|
|
Common Stock, $.01 par value
|
|
New York Stock Exchange
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date
|
|
Acquired Company/Assets
|
|
Acquired From
|
|
Approximate
Purchase Price
(1)
|
|
|
|
|
|
|
|
January 2012
|
|
The Nettleton Pipeline, a 35-mile long pipeline system used to transport crude oil from Nettleton, Texas to the Bullard Junction in Tyler, Texas
|
|
Plains Marketing, L.P.
|
|
$12.3 million
|
|
|
|
|
|
|
|
February 2012
|
|
The Big Sandy Terminal, a light petroleum products terminal and the Hopewell - Big Sandy Pipeline originating at Hopewell Junction, Texas and terminating at the Big Sandy Station in Big Sandy, Texas
|
|
Sunoco Pipeline L.P. and Sunoco Partners Marketing & Terminals, L.P.
|
|
$11.0 million
|
January 2013
|
|
The Beacon Facility, a biodiesel facility in Cleburne, Texas, involved in the production of biodiesel fuels and related activities.
|
|
Beacon Energy (Texas) Corp.
|
|
$5.3 million
|
July 2013
|
|
The Hopewell Pipeline, a 13.5-mile pipeline that originates at the Tyler refinery and terminates at the Hopewell delivery yard.
|
|
Enterprise TE Products Pipeline Company, LLC
|
|
$5.7 million
|
October 2013
|
|
The North Little Rock terminal, a refined products terminal in Little Rock, Arkansas
|
|
Enterprise Refined Products Pipeline Company, LLC
|
|
$7.2 million, including $2.2 million of refined product inventory
|
December 2013
|
|
The Helena Assets, a 149-mile pipeline that connects El Dorado, Arkansas to Helena, Arkansas and a crude oil and/or refined products terminal located on the Mississippi River in Helena, Arkansas
|
|
Enterprise Product Partners L.P.
|
|
$5.0 million
|
February 2014
|
|
The Crossett Facility, a biodiesel plant in Crossett, Arkansas
|
|
Pinnacle Biofuels, Inc.
|
|
$11.1 million
|
October 2014
|
|
The Greenville-Mount Pleasant Assets, a light products terminal in Mount Pleasant, Texas, a light products storage facility in Greenville, Texas and a 76-mile pipeline connecting the locations.
|
|
An affiliate of Magellan Midstream Partners, L.P.
|
|
$11.1 million, including $1.1 million of product inventory
|
December 2014
|
|
FTT, a transport company that primarily hauls crude oil and asphalt by truck, including 130 trucks and 210 trailers.
|
|
Frank Thompson Transport, Inc.
|
|
$12.0 million, including $0.5 million working capital
|
May 2015
|
|
33.7 million shares of common stock of Alon USA, representing approximately 48% of the outstanding common stock of Alon USA at the time of investment.
|
|
Alon Israel Oil Company, Ltd.
|
|
$575.8 million, including cash, Delek stock, a promissory note and contingent consideration
|
(1)
|
Excludes transaction costs
|
Unit
|
|
Capacity (bpd)
|
|
Crude processing unit - atmospheric column
|
|
75,000
|
|
Crude processing unit - vacuum tower
|
|
24,000
|
|
Distillate hydrotreating unit
|
|
36,000
|
|
Naphtha hydrotreating unit
|
|
28,000
|
|
Fluid catalytic cracking unit
|
|
20,200
|
|
Continuous catalyst regeneration reforming unit
|
|
17,500
|
|
Gasoline hydrotreating unit
|
|
13,500
|
|
Delayed coking unit
|
|
7,500
|
|
Sulfuric alkylation unit (alkylate production capacity)
|
|
4,720
|
|
Unit
|
|
Capacity
(bpd, except as noted)
|
|
Crude processing unit - atmospheric column
|
|
80,000
|
|
Crude processing unit - vacuum tower
|
|
55,000
|
|
Distillate hydrotreating unit
|
|
35,000
|
|
Fluid catalytic cracking unit
|
|
20,140
|
|
Naphtha hydrotreating unit
|
|
17,900
|
|
LSR naphtha hydrotreating unit
|
|
7,750
|
|
Gas oil hydrotreating unit
|
|
20,900
|
|
Hydrogen steam methane reforming unit (in MScf/d)
|
|
10,000
|
|
Gasoline hydrotreating unit
|
|
8,500
|
|
Continuous catalyst regeneration reforming unit
|
|
15,300
|
|
Isomerization unit
|
|
7,500
|
|
Sulfuric alkylation unit (alkylate production capacity)
|
|
5,000
|
|
•
|
the Lion Pipeline System, which transports crude oil to, and refined products from, the El Dorado refinery (the "Lion Pipeline System");
|
•
|
the SALA Gathering System, which gathers and transports crude oil production in southern Arkansas and northern Louisiana, primarily for the El Dorado refinery;
|
•
|
the Paline Pipeline System, which primarily transports crude oil from Longview, Texas to third-party facilities in Nederland, Texas;
|
•
|
the East Texas Crude Logistics System, which currently transports a portion of the crude oil delivered to the Tyler refinery (the "East Texas Crude Logistics System");
|
•
|
the Tyler-Big Sandy Pipeline, which is a pipeline link between the Tyler refinery and the Big Sandy Terminal;
|
•
|
the Tyler Tank Assets;
|
•
|
the El Dorado Tank Assets; and
|
•
|
the Greenville-Mount Pleasant Pipeline and Greenville Storage Facility.
|
•
|
a 50% interest in an 80-mile crude oil pipeline with a capacity of 80,000 bpd that originates in Longview, Texas, with destinations in the Shreveport, Louisiana area (the "Caddo Pipeline") and;
|
•
|
a 33% interest in a 107-mile crude oil pipeline with an initial capacity of 55,000 bpd, with the capability to expand to 85,000 bpd, that originates in north Loving County, Texas near the Texas-New Mexico border and terminates in Midland, Texas ("the RIO Pipeline").
|
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Operating Information:
|
|
|
|
|
|
|
|||
West Texas marketing throughputs (average bpd)
|
|
13,257
|
|
|
16,357
|
|
|
16,707
|
|
Terminalling throughputs (average bpd)
(1)
|
|
122,350
|
|
|
106,514
|
|
|
96,801
|
|
East Texas marketing throughputs (average bpd)
|
|
68,131
|
|
|
59,174
|
|
|
61,368
|
|
(1)
|
Consists of terminalling throughputs at our Tyler, Big Sandy and Mount Pleasant, Texas, El Dorado and North Little Rock, Arkansas and Memphis and Nashville, Tennessee terminals. Throughputs at the El Dorado, Arkansas terminal for the year ended December 31, 2014 are for the 324 days from February 10, 2014 through December 31, 2014. Throughputs for the Mount Pleasant, Texas terminal for the year ended December 31, 2014 are for the 92 days from October 1, 2014 through December 31, 2014. Barrels per day are calculated for only the days we operated each terminal.
|
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Throughputs (average bpd)
|
|
|
|
|
|
|
|||
Lion Pipeline System:
|
|
|
|
|
|
|
|||
Crude pipelines (non-gathered)
|
|
56,555
|
|
|
54,960
|
|
|
47,906
|
|
Refined products pipelines to Enterprise Systems
|
|
52,071
|
|
|
57,366
|
|
|
53,461
|
|
SALA Gathering System
|
|
17,756
|
|
|
20,673
|
|
22,656
|
|
|
East Texas Crude Logistics System
|
|
12,735
|
|
|
18,828
|
|
|
7,361
|
|
|
Year Ended
|
|||||||||||||||||
|
December 31, 2016
|
December 31, 2015
|
December 31, 2014
|
|||||||||||||||
Low
|
High
|
Low
|
High
|
Low
|
High
|
|||||||||||||
|
|
|
|
|
|
|
||||||||||||
NYMEX crude oil (per barrel)
|
$
|
26.21
|
|
$
|
54.06
|
|
$
|
34.73
|
|
$
|
61.43
|
|
$
|
53.27
|
|
$
|
107.26
|
|
WTI — Midland crude oil (per barrel)
|
$
|
27.07
|
|
$
|
54.81
|
|
$
|
34.78
|
|
$
|
61.42
|
|
$
|
49.15
|
|
$
|
100.66
|
|
U.S. Gulf Coast CBOB (per gallon)
|
$
|
0.78
|
|
$
|
1.65
|
|
$
|
1.05
|
|
$
|
2.12
|
|
$
|
1.08
|
|
$
|
2.99
|
|
U.S. Gulf Coast High Sulfur Diesel (per gallon)
|
$
|
0.74
|
|
$
|
1.52
|
|
$
|
0.84
|
|
$
|
1.84
|
|
$
|
1.22
|
|
$
|
2.98
|
|
U.S. Gulf Coast crack spread (per barrel)
|
$
|
4.52
|
|
$
|
13.60
|
|
$
|
3.93
|
|
$
|
24.91
|
|
$
|
(3.91
|
)
|
$
|
21.36
|
|
WTI — Cushing/Brent crude oil differential (per barrel)
|
$
|
(0.87
|
)
|
$
|
3.95
|
|
$
|
(0.21
|
)
|
$
|
12.82
|
|
$
|
1.77
|
|
$
|
14.95
|
|
•
|
changes in global and local economic conditions;
|
•
|
domestic and foreign supply and demand for crude oil and refined products;
|
•
|
the level of foreign and domestic production of crude oil and refined petroleum products;
|
•
|
increased regulation of feedstock production activities such as hydraulic fracturing;
|
•
|
infrastructure limitations that restrict, or events that disrupt, the distribution of crude oil, other feedstocks and refined petroleum products;
|
•
|
an increase or decrease of infrastructure limitations (or the perception that such an increase or decrease could occur) on the distribution of crude oil, other feedstocks or refined products;
|
•
|
investor speculation in commodities;
|
•
|
worldwide political conditions, particularly in significant oil producing regions such as the Middle East, Africa, the former Soviet Union, and South America;
|
•
|
the ability of the members of the Organization of Petroleum Exporting Countries to maintain oil price and production controls;
|
•
|
pricing and other actions taken by competitors that impact the market;
|
•
|
the level of crude oil, other feedstocks and refined petroleum products imported into and exported out of the United States;
|
•
|
excess capacity and utilization rates of refineries worldwide;
|
•
|
development and marketing of alternative and competing fuels, such as ethanol and biodiesel;
|
•
|
changes in fuel specifications required by environmental and other laws, particularly with respect to oxygenates and sulfur content;
|
•
|
local factors, including market conditions, adverse weather conditions and the level of operations of other refineries and pipelines in our markets;
|
•
|
accidents, interruptions in transportation, inclement weather or other events that can cause unscheduled shutdowns or otherwise adversely affect our refineries or the supply and delivery of crude oil from third parties; and
|
•
|
United States government regulations.
|
•
|
its reliance on significant customers, including us;
|
•
|
macroeconomic factors, such as commodity price volatility that could affect its customers' utilization of its assets;
|
•
|
its reliance on us for near-term growth;
|
•
|
sufficiency of cash flow for required distributions;
|
•
|
counterparty risks, such as creditworthiness and force majeure;
|
•
|
competition from third-party pipelines and terminals and other competitors in the transportation and marketing industries;
|
•
|
environmental regulations;
|
•
|
operational hazards and risks;
|
•
|
pipeline tariff regulations;
|
•
|
limitations on additional borrowings and other restrictions in its debt agreements; and
|
•
|
other financial, operational and legal risks.
|
•
|
increase our vulnerability to general adverse economic and industry conditions;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to service our debt and lease obligations, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
|
•
|
place us at a disadvantage relative to our competitors that have less indebtedness or better access to capital by, for example, limiting our ability to enter into new markets, upgrade our refining assets or pursue acquisitions or other business opportunities;
|
•
|
limit our ability to borrow additional funds in the future; and
|
•
|
increase interest costs for our borrowed funds and letters of credit.
|
•
|
declare dividends and redeem or repurchase capital stock;
|
•
|
prepay, redeem or repurchase debt;
|
•
|
make loans and investments, issue guaranties and pledge assets;
|
•
|
incur additional indebtedness or amend our debt and other material agreements;
|
•
|
make capital expenditures;
|
•
|
engage in mergers, acquisitions and asset sales; and
|
•
|
enter into certain intercompany arrangements or make certain intercompany payments, which in some instances could restrict our ability to use the assets, cash flows or earnings of one operating segment to support another operating segment or Holdings.
|
•
|
We may not be able to identify suitable acquisition candidates or acquire additional assets on favorable terms;
|
•
|
We usually compete with others to acquire assets, which competition may increase, and any level of competition could result in decreased availability or increased prices for acquisition candidates;
|
•
|
We may experience difficulty in anticipating the timing and availability of acquisition candidates;
|
•
|
We may not be able to obtain the necessary financing, on favorable terms or at all, to finance any of our potential acquisitions; and
|
•
|
As a public company, we are subject to reporting obligations, internal controls and other accounting requirements with respect to any business we acquire, which may prevent or negatively affect the valuation of some acquisitions we might otherwise deem favorable or increase our acquisition costs.
|
•
|
during the acquisition process, we may fail, or be unable, to discover some of the liabilities of companies or businesses that we acquire;
|
•
|
we may assume contracts or other obligations in connection with particular acquisitions on terms that are less favorable or desirable than the terms that we would expect to obtain if we negotiated the contracts or other obligations directly;
|
•
|
we may fail to successfully integrate or manage acquired assets;
|
•
|
acquired assets may not perform as we expect, or we may not be able to obtain the cost savings and financial improvements we anticipate;
|
•
|
acquisitions may require us to incur additional debt or issue additional equity;
|
•
|
acquired assets may suffer a diminishment in fair value as a result of which we may need to record a write-down or impairment;
|
•
|
we may fail to grow our existing systems, financial controls, information systems, management resources and human resources in a manner that effectively supports our growth;
|
•
|
to the extent that we acquire assets in new lines of business, we may become subject to additional regulatory requirements and additional risks that are characteristic or typical of these lines of business; and
|
•
|
to the extent that we acquire equity interests in entities that control assets (rather than acquiring the assets directly), we may become subject to liabilities that predate our ownership and control of the assets.
|
•
|
being required, under certain circumstances, to pay a termination fee of $20 million to Alon USA;
|
•
|
having to pay certain costs relating to the proposed Mergers, such as legal, accounting, financial advisor, filing, printing and mailing fees; and
|
•
|
the focus of management on the Mergers instead of our ongoing business operations or pursuing other opportunities that may be beneficial to Delek.
|
•
|
the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Delek and Alon USA to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally;
|
•
|
the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected;
|
•
|
the risk that the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies;
|
•
|
uncertainty related to timing and amount of future share repurchases and dividend payments;
|
•
|
risks and uncertainties with respect to the quantities and costs of crude oil we are able to obtain and the price of the refined petroleum products we ultimately sell;
|
•
|
gains and losses from derivative instruments;
|
•
|
management's ability to execute its strategy of growth through acquisitions and the transactional risks associated with acquisitions and dispositions;
|
•
|
acquired assets may suffer a diminishment in fair value as a result of which we may need to record a write-down or impairment in carrying value of the asset;
|
•
|
changes in the scope, costs, and/or timing of capital and maintenance projects;
|
•
|
operating hazards inherent in transporting, storing and processing crude oil and intermediate and finished petroleum products;
|
•
|
our competitive position and the effects of competition;
|
•
|
the projected growth of the industries in which we operate;
|
•
|
general economic and business conditions affecting the southern United States; and
|
•
|
other risks contained Alon USA’s filings with the SEC.
|
•
|
the effect of the sale of the Retail Entities may adversely affect our relationships with our employees, customers, suppliers and other persons with whom we have business relationships;
|
•
|
any event that results in a right for COPEC to seek indemnity from us could result in a substantial payment from us to COPEC and could adversely affect our business, financial condition, and results of operations;
|
•
|
certain terms of the Purchase Agreement may preclude us from engaging in or pursuing certain business opportunities; and
|
•
|
our revenues will decrease accordingly and our business will be subject to an increased concentration of the risks that affect our refining and logistics segments.
|
•
|
our quarterly or annual earnings or those of other companies in our industry;
|
•
|
inaccuracies in, and changes to, our previously published quarterly or annual earnings;
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
•
|
economic conditions within our industry, as well as general economic and stock market conditions;
|
•
|
the failure of securities analysts to cover our common stock or the cessation of such coverage;
|
•
|
changes in financial estimates by securities analysts and the frequency and accuracy of such reports;
|
•
|
future issuance or sales of our common stock;
|
•
|
announcements by us or our competitors of significant contracts or acquisitions;
|
•
|
sales of common stock by our senior officers or our affiliates; and
|
•
|
the other factors described in these "Risk Factors."
|
•
|
stockholder actions may only be taken at annual or special meetings of stockholders;
|
•
|
members of our Board of Directors can be removed with or without cause by a supermajority vote of stockholders;
|
•
|
the Court of Chancery of the State of Delaware is, with certain exceptions, the exclusive forum for certain legal actions;
|
•
|
our bylaws, as may be in effect from time to time, can be amended only by a supermajority vote of stockholders; and
|
•
|
certain provisions of our certificate of incorporation, as may be in effect from time to time, can be amended only by a supermajority vote of stockholders.
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Period
|
|
High Sales Price
|
|
Low Sales Price
|
|
Regular Dividends
Per Common Share
|
|
Special Dividends
Per Common Share
|
||||||||
2015
|
|
|
|
|
|
|
|
|
||||||||
First Quarter
|
|
$
|
40.22
|
|
|
$
|
25.38
|
|
|
$
|
0.15
|
|
|
$
|
—
|
|
Second Quarter
|
|
$
|
41.15
|
|
|
$
|
34.96
|
|
|
$
|
0.15
|
|
|
$
|
—
|
|
Third Quarter
|
|
$
|
40.47
|
|
|
$
|
27.32
|
|
|
$
|
0.15
|
|
|
$
|
—
|
|
Fourth Quarter
|
|
$
|
29.90
|
|
|
$
|
22.11
|
|
|
$
|
0.15
|
|
|
$
|
—
|
|
2016
|
|
|
|
|
|
|
|
|
||||||||
First Quarter
|
|
$
|
24.74
|
|
|
$
|
12.54
|
|
|
$
|
0.15
|
|
|
$
|
—
|
|
Second Quarter
|
|
$
|
17.39
|
|
|
$
|
11.41
|
|
|
$
|
0.15
|
|
|
$
|
—
|
|
Third Quarter
|
|
$
|
18.57
|
|
|
$
|
11.66
|
|
|
$
|
0.15
|
|
|
$
|
—
|
|
Fourth Quarter
|
|
$
|
25.14
|
|
|
$
|
14.76
|
|
|
$
|
0.15
|
|
|
$
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
(1)
|
|
2014
(1)
|
|
2013
(1)
|
|
2012
(1)
|
||||||||||
Statement of Operations Data:
|
|
|
|
(In millions, except share and per share data)
|
|
|
||||||||||||||
Net sales
|
|
$
|
4,197.9
|
|
|
$
|
4,782.0
|
|
|
$
|
7,019.2
|
|
|
$
|
7,184.2
|
|
|
$
|
6,977.0
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of goods sold
|
|
3,812.9
|
|
|
4,236.9
|
|
|
6,213.3
|
|
|
6,536.9
|
|
|
6,132.8
|
|
|||||
Operating expenses
|
|
249.3
|
|
|
270.3
|
|
|
258.7
|
|
|
257.5
|
|
|
235.6
|
|
|||||
Insurance proceeds — business interruption
|
|
(42.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
General and administrative expenses
|
|
106.1
|
|
|
100.6
|
|
|
105.2
|
|
|
86.2
|
|
|
79.8
|
|
|||||
Depreciation and amortization
|
|
116.4
|
|
|
106.0
|
|
|
83.2
|
|
|
64.6
|
|
|
57.9
|
|
|||||
Other operating expense (income), net
|
|
4.8
|
|
|
(0.5
|
)
|
|
0.1
|
|
|
1.7
|
|
|
0.1
|
|
|||||
Total operating costs and expenses
|
|
4,247.1
|
|
|
4,713.3
|
|
|
6,660.5
|
|
|
6,946.9
|
|
|
6,506.2
|
|
|||||
Operating (loss) income
|
|
(49.2
|
)
|
|
68.7
|
|
|
358.7
|
|
|
237.3
|
|
|
470.8
|
|
|||||
Interest expense
|
|
54.4
|
|
|
52.1
|
|
|
33.5
|
|
|
31.4
|
|
|
38.8
|
|
|||||
Interest income
|
|
(1.5
|
)
|
|
(1.1
|
)
|
|
(0.8
|
)
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|||||
Loss (income) from equity method investments
|
|
43.4
|
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loss on impairment of equity method investment
|
|
245.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other expense (income), net
|
|
0.4
|
|
|
(1.6
|
)
|
|
(0.9
|
)
|
|
(6.3
|
)
|
|
—
|
|
|||||
Total non-operating expenses, net
|
|
342.0
|
|
|
47.4
|
|
|
31.8
|
|
|
24.8
|
|
|
38.6
|
|
|||||
(Loss) income from continuing operations before income tax expense
|
|
(391.2
|
)
|
|
21.3
|
|
|
326.9
|
|
|
212.5
|
|
|
432.2
|
|
|||||
Income tax (benefit) expense
|
|
(171.5
|
)
|
|
(15.8
|
)
|
|
101.6
|
|
|
76.1
|
|
|
152.7
|
|
|||||
(Loss) income from continuing operations
|
|
(219.7)
|
|
|
37.1
|
|
|
225.3
|
|
|
136.4
|
|
|
279.5
|
|
|||||
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from discontinued operations
|
|
144.2
|
|
|
5.7
|
|
|
0.6
|
|
|
(5.9
|
)
|
|
(4.8
|
)
|
|||||
Income tax expense (benefit)
|
|
57.9
|
|
|
(0.9
|
)
|
|
(0.1
|
)
|
|
(5.2
|
)
|
|
(1.3
|
)
|
|||||
Income (loss) from discontinued operations, net of tax
|
|
86.3
|
|
|
6.6
|
|
|
0.7
|
|
|
(0.7
|
)
|
|
(3.5
|
)
|
|||||
Net (loss) income
|
|
(133.4
|
)
|
|
43.7
|
|
|
226.0
|
|
|
135.7
|
|
|
276.0
|
|
|||||
Net income attributed to non-controlling interest
|
|
20.3
|
|
|
24.3
|
|
|
27.4
|
|
|
18.0
|
|
|
3.2
|
|
|||||
Net (loss) income attributable to Delek
|
|
$
|
(153.7
|
)
|
|
$
|
19.4
|
|
|
$
|
198.6
|
|
|
$
|
117.7
|
|
|
$
|
272.8
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic (loss) earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations
|
|
$
|
(3.88
|
)
|
|
$
|
0.21
|
|
|
$
|
3.37
|
|
|
$
|
2.00
|
|
|
$
|
4.71
|
|
Income (loss) from discontinued operations
|
|
$
|
1.39
|
|
|
$
|
0.11
|
|
|
$
|
0.01
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.06
|
)
|
Total basic (loss) earnings per share
|
|
$
|
(2.49
|
)
|
|
$
|
0.32
|
|
|
$
|
3.38
|
|
|
$
|
1.99
|
|
|
$
|
4.65
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations
|
|
$
|
(3.88
|
)
|
|
$
|
0.21
|
|
|
$
|
3.33
|
|
|
$
|
1.97
|
|
|
$
|
4.63
|
|
Income (loss) from discontinued operations
|
|
$
|
1.39
|
|
|
$
|
0.11
|
|
|
$
|
0.01
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.06
|
)
|
Total diluted (loss) earnings per share
|
|
$
|
(2.49
|
)
|
|
$
|
0.32
|
|
|
$
|
3.34
|
|
|
$
|
1.96
|
|
|
$
|
4.57
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
61,921,787
|
|
|
60,819,771
|
|
|
58,780,947
|
|
|
59,186,921
|
|
|
58,719,968
|
|
|||||
Diluted
|
|
61,921,787
|
|
|
61,320,570
|
|
|
59,355,120
|
|
|
60,047,138
|
|
|
59,644,798
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
(1)
|
|
2014
(1)
|
|
2013
(1)
|
|
2012
(1)
|
||||||||||
Balance Sheet Data:
|
|
|
|
(In millions)
|
|
|
||||||||||||||
Cash and cash equivalents
|
|
$
|
689.2
|
|
|
$
|
287.2
|
|
|
$
|
429.8
|
|
|
$
|
383.2
|
|
|
$
|
589.6
|
|
Assets of discontinued operations held for sale
|
|
—
|
|
|
478.8
|
|
|
485.9
|
|
|
480.6
|
|
|
437.9
|
|
|||||
Total current assets
|
|
1,402.2
|
|
|
1,397.5
|
|
|
1,656.0
|
|
|
1,810.3
|
|
|
1,715.0
|
|
|||||
Property, plant and equipment, net
|
|
1,103.3
|
|
|
1,177.4
|
|
|
1,099.2
|
|
|
944.3
|
|
|
834.2
|
|
|||||
Total assets
|
|
2,985.1
|
|
|
3,324.9
|
|
|
2,888.7
|
|
|
2,840.4
|
|
|
2,623.7
|
|
|||||
Liabilities of discontinued operations held for sale
|
|
—
|
|
|
302.8
|
|
|
259.1
|
|
|
235.5
|
|
|
266.4
|
|
|||||
Total current liabilities
|
|
940.5
|
|
|
1,004.1
|
|
|
1,057.5
|
|
|
1,250.3
|
|
|
1,168.3
|
|
|||||
Total debt, including current maturities
|
|
832.9
|
|
|
805.2
|
|
|
464.8
|
|
|
313.1
|
|
|
249.7
|
|
|||||
Total non-current liabilities
|
|
862.1
|
|
|
966.9
|
|
|
632.8
|
|
|
469.7
|
|
|
377.4
|
|
|||||
Total shareholders' equity
|
|
1,182.5
|
|
|
1,353.9
|
|
|
1,198.4
|
|
|
1,120.4
|
|
|
1,078.0
|
|
|||||
Total liabilities and shareholders' equity
|
|
2,985.1
|
|
|
3,324.9
|
|
|
2,888.7
|
|
|
2,840.4
|
|
|
2,623.7
|
|
(1)
|
In August 2016, Delek entered into the Purchase Agreement to sell the Retail Entities, which consist of all of the retail segment and a portion of the corporate, other and eliminations segment, to COPEC. As a result of the Purchase Agreement, we met the requirements of ASC 205-20,
Presentation of Financial Statements - Discontinued Operations
and ASC 360,
Property, Plant and Equipment,
to report the results of the Retail Entities as discontinued operations and to classify the Retail Entities as a group of assets held for sale. The operating results for the Retail Entities have been reclassified to discontinued operations.
|
•
|
volatility in our refining margins or fuel gross profit as a result of changes in the prices of crude oil, other feedstocks and refined petroleum products;
|
•
|
our ability to execute our strategy of growth through acquisitions and the transactional risks inherent in such acquisitions;
|
•
|
acquired assets may suffer a diminishment in fair value, which may require us to record a write-down or impairment;
|
•
|
liabilities related to, and the effects of, the sale of the Retail Entities (as defined below);
|
•
|
a delay in or failure to close the Mergers (as defined below);
|
•
|
reliability of our operating assets;
|
•
|
competition;
|
•
|
changes in, or the failure to comply with, the extensive government regulations applicable to our industry segments;
|
•
|
diminution in value of long-lived assets may result in an impairment in the carrying value of the assets on our balance sheet and a resultant loss recognized in the statement of operations;
|
•
|
general economic and business conditions affecting the southern United States;
|
•
|
volatility under our derivative instruments;
|
•
|
deterioration of creditworthiness or overall financial condition of a material counterparty (or counterparties);
|
•
|
unanticipated increases in cost or scope of, or significant delays in the completion of, our capital improvement and periodic turnaround projects;
|
•
|
risks and uncertainties with respect to the quantities and costs of refined petroleum products supplied to our pipelines and/or held in our terminals;
|
•
|
operating hazards, natural disasters, casualty losses and other matters beyond our control;
|
•
|
increases in our debt levels or costs;
|
•
|
changes in our ability to continue to access the credit markets;
|
•
|
compliance, or failure to comply, with restrictive and financial covenants in our various debt agreements;
|
•
|
the inability of our subsidiaries to freely make dividends, loans or other cash distributions to us;
|
•
|
seasonality;
|
•
|
acts of terrorism aimed at either our facilities or other facilities that could impair our ability to produce or transport refined products or receive feedstocks;
|
•
|
changes in the cost or availability of transportation for feedstocks and refined products; and
|
•
|
other factors discussed under Item 1A, Risk Factors and Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and in our other filings with the SEC.
|
•
|
Maintain and continue to enhance our safe operations.
As we invest in and grow our business, we remain focused on operating safe and compliant operations for the benefit of our employees, communities, customers and our shareholders.
|
•
|
Successful completion and integration of the Alon Merger.
This transaction marks our next step in our growth. We will be focused on the successful integration of the companies to capitalize on synergies, utilize the expertise from both companies to apply best practices to improve the performance of a larger asset base and unlock logistics value from the refining assets.
|
•
|
Utilize our position in the Permian Basin.
A successful combination with Alon will create a Permian Basin focused organization as it expands our refining, logistics and retail presence in the area. The combined refining system should have approximately 300,000 barrels per day of crude throughput capacity and access to approximately 200,000 barrels per day of Permian Basin sourced crude. We believe our logistics assets are well positioned to support this larger refining system and we will gain a retail presence in west Texas through the combination. We intend to direct our efforts at exploring opportunities to utilize our Permian Basin position to create additional growth across our businesses.
|
•
|
Build on a winning culture.
In 2016, our team implemented strategies across our operating platforms that improved our cost structure, unlocked the value of our assets and managed our operations during a challenging refining environment. If we successfully complete the Alon Merger, we will become a larger and more diverse company, and our focus will be to foster a culture where we have the ability to act quickly in a changing environment to take advantage of opportunities. The foundation of this effort is our focus on expanding our team, developing systems and providing the resources to support a growing organization.
|
•
|
Focus on continued improvements in optimization of our refining system.
The market environment for refining is dynamic and we strive to improve the factors within our control to create long term value. This includes a continued focus on reliability, efficiencies and yields in our refining system to improve cost, and aligning operations with commercial demand to maximize margins. We believe this will enhance our competitive position and provide free cash flow potential. As we grow, we intend to apply this focus to a larger refining platform.
|
•
|
Enhance our logistics assets.
If we successfully complete the Alon Merger, we will look for opportunities to capitalize on increased access to the Permian Basin to increase our crude gathering operations and grow our logistics assets to support our operations as well as third parties. This will include continued development of our RIO joint venture crude oil pipeline in the Delaware Basin. In addition, our focus will be to increase our product marketing capabilities in our logistics segment to support our growing refining system.
|
•
|
Grow through opportunistic acquisitions.
This growth platform has been a central part of the development of our integrated business model. We will be focused on the successful completion and integration of the Alon Merger, but we will continue to explore opportunities to provide long-term growth across our business platforms.
|
•
|
Use our financial flexibility and cash flow to create shareholder value.
We are focused on managing the cash flow in our business to support our capital allocation program that includes: 1) investing in our business, 2) growing through acquisitions, and 3) returning cash to shareholders through dividends and share repurchases - all of which support our central theme of increasing long-term value for our shareholders.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
$
|
4,197.9
|
|
|
$
|
4,782.0
|
|
|
$
|
7,019.2
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
3,812.9
|
|
|
4,236.9
|
|
|
6,213.3
|
|
|||
Operating expenses
|
|
249.3
|
|
|
270.3
|
|
|
258.7
|
|
|||
Insurance proceeds — business interruption
|
|
(42.4
|
)
|
|
—
|
|
|
—
|
|
|||
General and administrative expenses
|
|
106.1
|
|
|
100.6
|
|
|
105.2
|
|
|||
Depreciation and amortization
|
|
116.4
|
|
|
106.0
|
|
|
83.2
|
|
|||
Other operating expense (income), net
|
|
4.8
|
|
|
(0.5
|
)
|
|
0.1
|
|
|||
Total operating costs and expenses
|
|
4,247.1
|
|
|
4,713.3
|
|
|
6,660.5
|
|
|||
Operating (loss) income
|
|
(49.2
|
)
|
|
68.7
|
|
|
358.7
|
|
|||
Interest expense
|
|
54.4
|
|
|
52.1
|
|
|
33.5
|
|
|||
Interest income
|
|
(1.5
|
)
|
|
(1.1
|
)
|
|
(0.8
|
)
|
|||
Loss (income) from equity method investments
|
|
43.4
|
|
|
(2.0
|
)
|
|
—
|
|
|||
Loss on impairment of equity method investment
|
|
245.3
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of Retail Entities
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other expense (income), net
|
|
0.4
|
|
|
(1.6
|
)
|
|
(0.9
|
)
|
|||
Total non-operating expenses, net
|
|
342.0
|
|
|
47.4
|
|
|
31.8
|
|
|||
(Loss) income from continuing operations before income tax (benefit) expense
|
|
(391.2
|
)
|
|
21.3
|
|
|
326.9
|
|
|||
Income tax (benefit) expense
|
|
(171.5
|
)
|
|
(15.8
|
)
|
|
101.6
|
|
|||
(Loss) income from continuing operations
|
|
(219.7
|
)
|
|
37.1
|
|
|
225.3
|
|
|||
Discontinued operations
|
|
|
|
|
|
|
||||||
Income from discontinued operations
|
|
144.2
|
|
|
5.7
|
|
|
0.6
|
|
|||
Income tax expense (benefit)
|
|
57.9
|
|
|
(0.9
|
)
|
|
(0.1
|
)
|
|||
Income from discontinued operations, net of tax
|
|
86.3
|
|
|
6.6
|
|
|
0.7
|
|
|||
Net (loss) income
|
|
(133.4
|
)
|
|
43.7
|
|
|
226.0
|
|
|||
Net income attributed to non-controlling interest
|
|
20.3
|
|
|
24.3
|
|
|
27.4
|
|
|||
Net (loss) income attributable to Delek
|
|
$
|
(153.7
|
)
|
|
$
|
19.4
|
|
|
$
|
198.6
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
$
|
3,923.2
|
|
|
$
|
4,440.2
|
|
|
$
|
6,350.5
|
|
Cost of goods sold
|
|
3,658.8
|
|
|
4,022.2
|
|
|
5,664.8
|
|
|||
Gross Margin
|
|
264.4
|
|
|
418.0
|
|
|
685.7
|
|
|||
Operating expenses
|
|
212.4
|
|
|
225.4
|
|
|
221.0
|
|
|||
Insurance proceeds - business interruption
|
|
(42.4
|
)
|
|
—
|
|
|
—
|
|
|||
Contribution margin
|
|
$
|
94.4
|
|
|
$
|
192.6
|
|
|
$
|
464.7
|
|
1
|
Sales volume includes
622
bpd,
3,693
bpd and
1,096
bpd of finished product sold to the logistics segment during the years ended
December 31, 2016
,
2015
and
2014
, respectively. Sales volume also includes sales of
510
bpd,
1,800
bpd and
3,324
bpd of intermediate and finished products to the El Dorado refinery during the years ended
December 31, 2016
,
2015
and
2014
, respectively. Sales volume excludes
1,008
bpd and
1,635
bpd of wholesale activity during the years ended
December 31, 2016
and
2015
, respectively. There was no wholesale activity during the year ended December 31, 2014.
|
1
|
Sales volume includes
102
bpd,
1,744
bpd and
1,609
bpd of produced finished product sold to the Tyler refinery during the years ended
December 31, 2016
,
2015
and
2014
, respectively. Sales volume excludes
20,465
bpd,
28,057
bpd and
13,842
bpd of wholesale activity during the years ended
December 31, 2016
,
2015
and
2014
, respectively.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
$
|
448.1
|
|
|
589.7
|
|
|
$
|
841.3
|
|
|
Cost of goods sold
|
|
302.2
|
|
|
436.3
|
|
|
697.2
|
|
|||
Gross Margin
|
|
145.9
|
|
|
153.4
|
|
|
144.1
|
|
|||
Operating expenses
|
|
37.2
|
|
|
44.9
|
|
|
39.5
|
|
|||
Contribution margin
|
|
$
|
108.7
|
|
|
$
|
108.5
|
|
|
$
|
104.6
|
|
Operating Information:
|
|
|
|
|
|
|
||||||
East Texas - Tyler Refinery sales volumes (average bpd)
(1)
|
|
68,131
|
|
|
59,174
|
|
|
61,368
|
|
|||
West Texas wholesale marketing throughputs (average bpd)
(2)
|
|
13,257
|
|
|
16,357
|
|
|
16,707
|
|
|||
West Texas wholesale marketing margin per barrel
|
|
$
|
1.43
|
|
|
$
|
1.35
|
|
|
$
|
4.67
|
|
Terminalling throughputs (average bpd)
(3)
|
|
122,350
|
|
|
106,514
|
|
|
96,801
|
|
|||
Throughputs (average bpd):
|
|
|
|
|
|
|
||||||
Lion Pipeline System:
|
|
|
|
|
|
|
||||||
Crude pipelines (non-gathered)
|
|
56,555
|
|
|
54,960
|
|
|
47,906
|
|
|||
Refined products pipelines to Enterprise Systems
|
|
52,071
|
|
|
57,366
|
|
|
53,461
|
|
|||
SALA Gathering System
|
|
17,756
|
|
|
20,673
|
|
22,656
|
|
||||
East Texas Crude Logistics System
|
|
12,735
|
|
|
18,828
|
|
7,361
|
(1)
|
Excludes jet fuel and petroleum coke.
|
(2)
|
Excludes bulk ethanol and biodiesel.
|
(3)
|
Consists of terminalling throughputs at our Tyler, Big Sandy and Mount Pleasant, Texas, El Dorado and North Little Rock, Arkansas and Memphis and Nashville, Tennessee terminals. Throughputs at the El Dorado, Arkansas terminal for the year ended December 31, 2014 are for the 324 days from February 10, 2014 through December 31, 2014. Throughputs for the Mount Pleasant, Texas terminal for the year ended December 31, 2014 are for the 92 days from October 1, 2014 through December 31, 2014, following its acquisition. Barrels per day are calculated for only the days we operated each terminal.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash Flow Data:
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
268.2
|
|
|
$
|
180.0
|
|
|
$
|
329.8
|
|
Investing activities
|
|
180.5
|
|
|
(460.4
|
)
|
|
(302.3
|
)
|
|||
Financing activities
|
|
(61.7
|
)
|
|
138.5
|
|
|
16.6
|
|
|||
Net increase (decrease)
|
|
$
|
387.0
|
|
|
$
|
(141.9
|
)
|
|
$
|
44.1
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2017 Forecast
|
|
2016
Actual
|
||||
Refining:
|
|
|
|
|
||||
Sustaining maintenance, including turnaround activities
|
|
$
|
36.4
|
|
|
$
|
18.9
|
|
Regulatory
|
|
12.3
|
|
|
1.8
|
|
||
Discretionary projects
|
|
8.4
|
|
|
7.2
|
|
||
Refining segment total
|
|
57.1
|
|
|
27.9
|
|
||
Logistics:
|
|
|
|
|
||||
Regulatory
|
|
5.3
|
|
|
0.7
|
|
||
Maintenance projects
|
|
9.7
|
|
|
8.0
|
|
||
Discretionary projects
|
|
3.1
|
|
|
3.1
|
|
||
Logistics segment total
|
|
18.1
|
|
|
11.8
|
|
||
Corporate & Other
|
|
|
|
|
||||
Growth/profit improvements
|
|
5.5
|
|
|
6.6
|
|
||
Total capital spending
|
|
$
|
80.7
|
|
|
$
|
46.3
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
<
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
>5 Years
|
|
Total
|
||||||||||
Long term debt and notes payable obligations
|
|
$
|
85.8
|
|
|
$
|
555.5
|
|
|
$
|
196.3
|
|
|
$
|
—
|
|
|
$
|
837.6
|
|
Interest
(1)
|
|
35.0
|
|
|
56.5
|
|
|
3.3
|
|
|
—
|
|
|
94.8
|
|
|||||
Operating lease commitments
(2)
|
|
22.9
|
|
|
25.1
|
|
|
4.9
|
|
|
2.8
|
|
|
55.7
|
|
|||||
Purchase commitments
(3)
|
|
255.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
255.7
|
|
|||||
Transportation agreements
(4)
|
|
101.3
|
|
|
202.7
|
|
|
174.1
|
|
|
211.7
|
|
|
689.8
|
|
|||||
Total
|
|
$
|
500.7
|
|
|
$
|
839.8
|
|
|
$
|
378.6
|
|
|
$
|
214.5
|
|
|
$
|
1,933.6
|
|
(1)
|
Expected interest payments on debt outstanding under credit facilities in place at
December 31, 2016
. Floating interest rate debt is calculated using
December 31, 2016
rates.
|
(2)
|
Amounts reflect future estimated lease payments under operating leases having remaining non-cancelable terms in excess of one year as of
December 31, 2016
.
|
(3)
|
We have supply agreements to secure certain quantities of crude oil, finished product and other resources used in production at both fixed and market prices. We have estimated future payments under the market based agreements using current market rates.
|
(4)
|
Balances consist of contractual obligations under agreements with third parties (not including Delek Logistics) for the transportation of crude oil to our refineries.
|
|
|
Total Outstanding
|
|
Notional Contract Volume (barrels) by
Year of Maturity
|
||||||||||||
Contract Description
|
|
Market Value
|
|
Notional Contract Volume (barrels/RINs)
|
|
2017
|
|
2018
|
|
2019
|
||||||
Contracts not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||
Crude oil price swaps - long
(1)
|
|
$
|
6.4
|
|
|
1,163,000
|
|
|
1,163,000
|
|
|
—
|
|
|
—
|
|
Crude oil price swaps - short
(1)
|
|
(14.8
|
)
|
|
2,093,000
|
|
|
2,093,000
|
|
|
—
|
|
|
—
|
|
|
Inventory, refined product and crack spread swaps - long
(1)
|
|
15.2
|
|
|
829,000
|
|
|
829,000
|
|
|
—
|
|
|
—
|
|
|
Inventory, refined product and crack spread swaps - short
(1)
|
|
(20.8
|
)
|
|
1,871,000
|
|
|
1,871,000
|
|
|
—
|
|
|
—
|
|
|
RIN commitment contracts
(2)
|
|
$
|
(0.8
|
)
|
|
36,750,000
|
|
|
36,750,000
|
|
|
—
|
|
|
—
|
|
Total
|
|
$
|
(14.8
|
)
|
|
42,706,000
|
|
|
42,706,000
|
|
|
—
|
|
|
—
|
|
Contracts designated as cash flow hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||
Crude oil price swaps - long
(1)
|
|
$
|
(32.1
|
)
|
|
1,726,000
|
|
|
576,000
|
|
|
1,150,000
|
|
|
—
|
|
Inventory, refined product and crack spread swaps - long
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Inventory, refined product and crack spread swaps - short
(1)
|
|
(4.4
|
)
|
|
1,666,000
|
|
|
1,666,000
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
$
|
(36.5
|
)
|
|
3,392,000
|
|
|
2,242,000
|
|
|
1,150,000
|
|
|
—
|
|
i.
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
ii.
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures recorded by us are being made only in accordance with authorizations of our management and Board of Directors; and
|
iii.
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
|
Directors
|
Age
|
Committees
|
Ezra Uzi Yemin (Chair)
|
48
|
None
|
William J. Finnerty (Lead Independent Director)
|
68
|
EHS (Chair), Compensation, NCG
|
Carlos E. Jordá
|
67
|
Compensation (Chair), EHS
|
Charles H. Leonard
|
68
|
NCG (Chair), Audit, EHS
|
Gary M. Sullivan, Jr.
|
70
|
Audit (Chair), NCG
|
Shlomo Zohar
|
65
|
Audit, Compensation, NCG
|
|
|
|
Executive Officers
|
Age
|
Position
|
Ezra Uzi Yemin
|
48
|
President / Chief Executive Officer
|
Assaf Ginzburg
|
41
|
Executive Vice President / Chief Financial Officer
|
Frederec Green
|
51
|
Executive Vice President / Chief Operating Officer
|
Mark D. Smith
|
49
|
Executive Vice President
|
Daniel L. Gordon
|
39
|
Executive Vice President
|
Donald N. Holmes
|
66
|
Executive Vice President
|
Avigal Soreq
|
39
|
Executive Vice President / Chief Commercial Officer
|
Ernest C. Cagle
|
65
|
Executive Vice President
|
Anthony L. (Tony) Miller
|
53
|
Executive Vice President
|
•
|
Attract, motivate and retain key executives;
|
•
|
Centralize administration and control over individual compensation components;
|
•
|
Align the long-term economic interests of our executives with those of our stockholders by providing a meaningful portion of executive compensation in the form of equity awards; and
|
•
|
Reward excellence and performance by executives that increases the value of our stock and promotes an ethical culture amongst our employees.
|
•
|
Significant transparency and limited use of Compensation Committee discretion in the award and calculation of annual cash incentives;
|
•
|
Annual grants of long-term incentive awards;
|
•
|
Significant use of performance awards as an element of long-term incentive compensation;
|
•
|
The elimination of residence, family education and travel benefits;
|
•
|
A phasing out of tax gross-ups and other tax reimbursements; and
|
•
|
The elimination of dividend equivalents payable on appreciation awards such as stock appreciation rights.
|
•
|
Fixed Compensation
: Base salaries, predetermined severance, limited fringe benefits and perquisites and other benefits are primarily intended to attract and retain our NEOs by providing reliable compensation that is not contingent upon short-term or long-term objectives.
|
•
|
Annual Incentive Compensation
: Performance-based annual cash bonuses are primarily intended to reward superior performance by our NEOs and support fixed compensation in attracting and retaining our NEOs.
|
•
|
Long-Term Incentive Compensation
: Equity awards under the 2006 Plan and 2016 Plan are primarily intended to reward longer-term performance by our NEOs and align the long-term economic interests of our NEOs with our stockholders. Equity awards also complement each of the other two elements of our compensation by helping to attract and retain our NEOs and reward superior performance. Our primary forms of equity awards are:
|
◦
|
Appreciation awards under the 2006 Plan and 2016 Plan such as SARs and NQSOs. We believe appreciation awards provide a strong link between executive compensation and increases in stockholder value because the value of an appreciation award is contingent upon an increase in the market price of our Common Stock between the grant date and the exercise date.
|
◦
|
Performance-based awards under the 2006 Plan and 2016 Plan such as performance-based RSUs ("PRSUs"). We believe performance-based awards provide a strong link between executive compensation and increases in stockholder value because the value of the performance-based award is contingent upon the satisfaction of certain performance conditions during the performance period.
|
◦
|
Full value awards such as RSUs under the 2006 Plan and 2016 Plan, phantom units ("DKL Phantom Units") under the Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (the "Logistics LTIP") and non-plan-based awards of membership interests ("GP Membership Interests") in Logistics GP, the general partner of Delek Logistics Partners, LP ("Delek Logistics"). In contrast to appreciation and performance-based awards, we believe full value awards are beneficial because their value is less dependent upon market conditions and, therefore, provide a more lasting incentive for our employees to remain with us.
|
•
|
Financial Performance
. The Compensation Committee expects to attribute 60% of its evaluation to the Company’s financial performance under an Adjusted EPS / Relative ROIC matrix as set forth below:
|
•
|
Safety Metrics
. The Compensation Committee expects to attribute 10% of its evaluation, apportioned equally, to the Company’s performance in safety as measured by each of (i) the Company’s total recordable incident rate and (ii) the Company's days away, restricted or transferred rate.
|
•
|
Process Safety Management / Environmental Metrics
. The Compensation Committee expects to attribute (i) 5% of its evaluation to Tier I and II events at company refining facilities under the OSHA Process Safety Management standard and (ii) 5% of its evaluation to environmental metrics which consist of (A) 3% to spills and releases, (B) 1% to flaring hours and (C) 1% to water exceedances.
|
•
|
Refinery Reliability and Utilization
. The Compensation Committee expects to attribute the remaining 20% of its evaluation, apportioned equally, to the Company’s performance in (i) refinery operational availability as compared to the operational availability of other U.S. refineries as reported in the most recent published Solomon Associates North and South America Fuels Study at the beginning of the applicable bonus
|
Individual
|
Value of Shares To Be Owned
|
Chief Executive Officer
|
5 x Base Salary
|
Other Executive Officers
|
2 x Base Salary
|
Non-Employee Director
|
3 x Base Annual Retainer
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|
(f)
|
(i)
|
(j)
|
|||||
Name
Principal Position(s)
|
Fiscal Year
|
Salary*
|
Bonus(1)
|
Stock Awards
|
Option Awards
|
All Other Compensation
|
Total
|
||||||
($)
|
|
(%)(2)
|
($)
|
(%)(2)
|
($)(3)
|
($)
|
($)
|
($)
|
|||||
Ezra Uzi Yemin
President and
Chief Executive Officer
|
2016
|
609,231
|
(4)
|
14.7
|
600,000
|
14.4
|
2,904,555
|
(5)
|
—
|
43,989
|
|
(6)
|
4,157,775
|
2015
|
880,000
|
|
18.5
|
—
|
0.0
|
3,842,383
|
|
—
|
43,697
|
|
|
4,766,080
|
|
2014
|
880,000
|
|
13.7
|
2,156,000
|
33.6
|
3,336,022
|
|
—
|
41,818
|
|
|
6,413,840
|
|
Assaf Ginzburg
Executive Vice President and
Chief Financial Officer
|
2016
|
375,000
|
|
26.7
|
300,000
|
21.4
|
677,493
|
(7)
|
—
|
51,675
|
|
(8)
|
1,404,168
|
2015
|
347,500
|
|
11.0
|
—
|
0.0
|
2,584,561
|
|
—
|
243,748
|
|
|
3,175,809
|
|
2014
|
306,154
|
|
30.2
|
280,000
|
27.6
|
—
|
|
—
|
429,018
|
|
|
1,015,172
|
|
Frederec Green
Executive Vice President and Chief Operating Officer
|
2016
|
326,346
|
(9)
|
18.1
|
200,000
|
11.1
|
1,197,383
|
(10)
|
—
|
77,631
|
|
(11)
|
1,801,360
|
2015
|
320,000
|
|
55.3
|
—
|
0.0
|
—
|
|
—
|
259,098
|
|
|
579,098
|
|
2014
|
306,154
|
|
36.5
|
280,000
|
33.4
|
—
|
|
—
|
253,235
|
|
|
839,389
|
|
Mark D. Smith
Executive Vice President (12)
|
2016
|
320,000
|
|
49.4
|
40,000
|
6.2
|
270,926
|
(13)
|
—
|
17,034
|
|
(14)
|
647,960
|
2015
|
306,154
|
|
35.0
|
—
|
0.0
|
561,008
|
|
—
|
6,718
|
|
|
873,880
|
|
2014
|
166,923
|
|
21.2
|
201,700
|
25.7
|
—
|
|
342,875
|
74,587
|
|
|
786,085
|
|
Anthony L. Miller
Executive Vice President (15)
|
2016
|
240,000
|
|
33.0
|
200,000
|
27.5
|
270,926
|
(13)
|
—
|
15,662
|
|
(16)
|
726,588
|
2015
|
221,538
|
|
35.4
|
—
|
0.0
|
307,742
|
|
79,430
|
16,979
|
|
|
625,689
|
*
|
Amounts shown represent 26 bi-weekly pay periods during each fiscal year and are not reduced to reflect the NEO's contributions, if any, to the Company’s 401(k) Plan. Amounts shown are amounts actually earned by the NEO during the applicable fiscal year and reflect, to the extent applicable, the impact of any salary adjustments during the year.
|
(1)
|
For 2016, the amounts reported in this column reflect the one-time, discretionary cash transaction bonuses paid to the NEOs upon the completion of the Retail Transaction in November 2016. Please see “Compensation Discussion and Analysis-Transaction Bonus” above for a description of these amounts.
|
(2)
|
This column represents the dollar amount as a percentage of the Total Compensation figure set forth in column (j).
|
(3)
|
Amounts in this column represent the fair value of PRSUs and RSUs. The fair value of PRSUs is calculated using a Monte-Carlo simulation model, which assumes a risk-free rate of interest of 1.08%, an expected life of 2.81 years and an expected volatility of 41.77%. The fair value of RSUs is calculated using the closing price of our Common Stock on the date of the grant. Assumptions used in the calculation of these amounts for the
2016
fiscal year are included in footnote
13
to our audited financial statements for the
2016
fiscal year included in our Annual Report on Form 10-K filed with the SEC on
February 27, 2017
. Because the fair value of PRSUs is calculated differently than the fair value of RSUs, the grant date fair values for PRSUs and RSUs covering identical quantities of shares may differ.
|
(4)
|
Reflects Mr. Yemin’s voluntary waiver of $270,769 of his base salary for fiscal 2016 pursuant to a letter agreement, dated May 5, 2016, between Mr. Yemin and the Company.
|
(5)
|
This amount represents the $1,404,670 fair value of 98,160 PRSUs and $1,499,885 fair value of 98,160 RSUs granted to Mr. Yemin on March 10,
2016
. If achievement of the highest level of performance conditions is assumed, the grant date fair value of the PRSUs would be $2,809,339.
|
(6)
|
For the fiscal year
2016
, this amount includes matching contributions to the Company’s 401(k) Plan in the amount of $15,900, group term life insurance premiums of $810, reimbursement in the amount of $24,999 for professional tax preparation fees, and the incremental costs of the following perquisites: medical exam fees and personal use of a company-owned automobile.
|
(7)
|
This amount represents the $327,642 fair value of 22,896 PRSUs and $349,851 fair value of 22,896 RSUs granted to Mr. Ginzburg on March 10,
2016
. If achievement of the highest level of performance conditions is assumed, the grant date fair value of the PRSUs would be $655,284.
|
(8)
|
For the fiscal year
2016
, this amount includes matching contributions to the Company’s 401(k) Plan in the amount of $15,900 and group term life insurance premiums of $540, reimbursement in the amount of
$29,696
for rental expenses and realtor fees related to a home rented in Israel and the incremental costs of the following perquisites: professional tax preparation fees and personal use of a company-owned automobile.
|
(9)
|
During fiscal year 2016, Mr. Green (i) received base salary at an annualized rate of $320,000 through October 31, 2016, and (ii) in connection with his new employment agreement with the Company effective November 1, 2016, thereafter received base salary at an annualized rate of $375,000 for the remainder of fiscal 2016.
|
(10)
|
This amount reflects the $1,197,383 fair value of 49,275 RSUs granted to Mr. Green on December 10, 2016.
|
(11)
|
For the fiscal year
2016
, this amount includes matching contributions to the Company’s 401(k) Plan in the amount of $15,900, group term life insurance premiums of $1,242 and reimbursement in the amount of $60,489 for the value of income taxes incurred as a result of vested RSUs. This amount does not include the value of perquisites and other personal benefits received by Mr. Green because the aggregate amount of such compensation was less than $10,000.
|
(12)
|
Information for the 2014 fiscal year does not represent a full fiscal year because Mr. Smith did not commence employment with us until May 2014.
|
(13)
|
This amount represents the $131,022 fair value of 9,156 PRSUs and $139,904 fair value of 9,156 RSUs granted to each of Messrs. Smith and Miller on March 10,
2016
. If achievement of the highest level of performance conditions is assumed, the grant date fair value of the PRSUs would be $262,045.
|
(14)
|
For the fiscal year
2016
, this amount includes matching contributions to the Company’s 401(k) Plan in the amount of $15,900 and group term life insurance premiums of $1,134. This amount does not include the value of perquisites and other personal benefits received by Mr. Smith because the aggregate amount of such compensation was less than $10,000.
|
(15)
|
Information is presented only for the 2015 and 2016 fiscal years because Mr. Miller was not an NEO during the 2014 fiscal year.
|
(16)
|
For the fiscal year
2016
, this amount includes matching contributions to the Company's 401(k) Plan in the amount of $14,475 and group term life insurance premiums of $1,187. This amount does not include the value of perquisites and other personal benefits received by Mr. Miller because the aggregate amount of such compensation was less than $10,000.
|
Name
|
Grant Date
|
Estimated Future Payouts Under Equity Incentive Plan Awards (#)(1)
|
All Other Stock Awards: Number of Shares of Stock or Units (#)(2)
|
Option Awards: Number of Securities Underlying Options (#)
|
Exercise or Base Price of Option Awards (Per Share)
|
Grant Date Fair Value of Stock and Option Awards (3)
|
||
Threshold
|
Target
|
Maximum
|
||||||
Ezra Uzi Yemin (4)
|
03/10/2016
|
49,080
|
98,160
|
196,320
|
—
|
—
|
—
|
$1,404,670
|
03/10/2016
|
—
|
—
|
—
|
98,160
|
—
|
—
|
$1,499,885
|
|
Assaf Ginzburg (5)
|
03/10/2016
|
11,448
|
22,896
|
45,792
|
—
|
—
|
—
|
$327,642
|
03/10/2016
|
—
|
—
|
—
|
22,896
|
—
|
—
|
$349,851
|
|
Frederec Green (6)
|
12/10/2016
|
—
|
—
|
—
|
49,275
|
—
|
—
|
$1,197,383
|
Mark D. Smith (7)
|
03/10/2016
|
4,578
|
9,156
|
18,312
|
—
|
—
|
—
|
$131,022
|
03/10/2016
|
—
|
—
|
—
|
9,156
|
—
|
—
|
$139,904
|
|
Anthony L. Miller (7)
|
03/10/2016
|
4,578
|
9,156
|
18,312
|
—
|
—
|
—
|
$131,022
|
03/10/2016
|
—
|
—
|
—
|
9,156
|
—
|
—
|
$139,904
|
(1)
|
The amounts in this column reflect the threshold, target and maximum shares to be issued upon the vesting of PRSUs. The PRSUs are subject to a performance period beginning January 1, 2016 and ending December 31, 2018.
|
(2)
|
The amounts in this column reflect the shares to be issued upon the vesting of RSUs.
|
(3)
|
The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for financial statement reporting purposes over the expected term of the grant. Assumptions used in the calculation of this amount for the 2016 fiscal year are included in footnote 13 to our audited financial statements for the 2016 fiscal year included in this Annual Report on Form 10-K. Because the fair value of PRSUs is calculated differently than the fair value of RSUs, the grant date fair values for PRSUs and RSUs covering identical quantities of shares may differ.
|
(4)
|
On March 10, 2016, Mr. Yemin was granted 98,160 PRSUs and 98,160 RSUs. 24,539 of the RSUs had vested at December 31, 2016, 8,180 will vest on March 10, 2017 and every three months thereafter until the final tranche of 8,181 vests on March 10, 2019.
|
(5)
|
On March 10, 2016, Mr. Ginzburg was granted 22,896 PRSUs and 22,896 RSUs. 5,723 of the RSUs had vested at December 31, 2016, 1,908 will vest on March 10, 2017 and every three months thereafter until the final tranche of 1,909 vests on March 10, 2019.
|
(6)
|
On December 10, 2016, Mr. Green was granted 49,275 RSUs. None of the RSUs had vested at December 31, 2016, 8,212 will vest on June 10, 2017, 4,106 will vest every three months thereafter until March 10, 2019, and 4,107 will vest on each of June 10, September 10 and December 10, 2019.
|
(7)
|
On March 10, 2016, Messrs. Smith and Miller were each granted 9,156 PRSUs and 9,156 RSUs. 2,288 of the RSUs had vested for each of Messrs Smith and Miller at December 31, 2016, 763 will vest on March 10, 2017 and 763 will vest every three months thereafter until the final tranche of 764 vests on March 10, 2019.
|
Performance Level
|
Relative TSR
|
Payout (as a % of target)
|
Below Threshold
|
< 25th Percentile
|
0%
|
Threshold
|
25th Percentile
|
50%
|
Target
|
50th Percentile
|
100%
|
Maximum
|
≥ 75% Percentile
|
200%
|
Name
|
Option Awards
|
Stock Awards
|
|||||||
Number of Securities Underlying Unexercised Options Exercisable
|
Number of Securities Underlying Unexercised Options Unexercisable
|
Option Exercise Price
|
Option Expiration Date
|
Number of Shares or Units That Have Not Vested
|
Market Value of Shares or Units That Have Not Vested (1)
|
||||
Ezra Uzi Yemin (2)
|
—
|
—
|
|
—
|
—
|
8,307
|
(3)
|
$199,949
|
|
17,370
|
(4)
|
$418,096
|
|||||||
41,688
|
(4)
|
$1,003,430
|
|||||||
73,621
|
|
(5)
|
$1,772,057
|
||||||
98,160
|
|
(5)
|
$2,362,711
|
||||||
24,488
|
|
(6)
|
$699,132
|
||||||
Assaf Ginzburg
|
3,250
|
—
|
|
$14.25
|
6/10/2021
|
29,431
|
(7)
|
$708,404
|
|
4,790
|
(7)
|
$115,295
|
|||||||
17,173
|
(8)
|
$413,354
|
|||||||
22,896
|
(8)
|
$551,107
|
|||||||
5,000
|
(6)
|
$142,750
|
|||||||
Frederec Green
|
15,000
|
—
|
|
$9.17
|
6/10/2019
|
10,000
|
(6)
|
$285,500
|
|
3,250
|
—
|
|
$6.98
|
6/10/2020
|
49,275
|
(9)
|
$1,186,049
|
||
4,875
|
—
|
|
$14.25
|
6/10/2021
|
|
|
|
||
Mark D. Smith
|
16,250
|
16,250
|
(10)
|
$30.10
|
6/10/2024
|
3,427
|
|
(11)
|
$82,488
|
3,426
|
|
(11)
|
$82,464
|
||||||
6,868
|
|
(12)
|
$165,313
|
||||||
9,156
|
|
(12)
|
$220,385
|
||||||
Anthony L. Miller
|
1,625
|
0
|
|
$16.21
|
6/10/2022
|
2,353
|
|
(13)
|
$56,637
|
4,875
|
1,625
|
(14)
|
$34.75
|
6/10/2023
|
2,016
|
|
(13)
|
$48,525
|
|
3,250
|
3,250
|
(10)
|
$30.10
|
6/10/2024
|
6,868
|
|
(12)
|
$165,313
|
|
1,625
|
4,875
|
(15)
|
$36.53
|
6/10/2025
|
9,156
|
|
(12)
|
$220,385
|
(1)
|
Amounts in this column are based upon a fair market value of $24.07 per share and $28.55 per unit which were the NYSE closing prices of our Common Stock and Delek Logistics' common units, respectively, on December 30, 2016, which was the last trading day of fiscal year 2016. The value of PRSUs assume settlement at the target quantities.
|
(2)
|
Amounts for Mr. Yemin do not include outstanding GP Membership Interests granted to him in December 2013.
|
(3)
|
On June 10, 2014, Mr. Yemin was granted 49,836 RSUs. 41,529 of the RSUs had vested at December 31, 2016, 4,153 vests on March 10, 2017 and the final 4,154 vests on June 10, 2017.
|
(4)
|
On March 10, 2015, Mr. Yemin was granted 41,688 PRSUs and 41,688 RSUs. The PRSUs are subject to a performance period beginning January 1, 2015 and ending December 31, 2017. 24,318 of the RSUs had vested at December 31, 2016, 3,474 will vest on March 10, 2017 and 3,474 will vest every three months thereafter until the final tranche vests on March 10, 2018.
|
(5)
|
On March 10, 2016, Mr. Yemin was granted 98,160 PRSUs and 98,160 RSUs. The PRSUs are subject to a performance period beginning January 1, 2016 and ending December 31, 2018. 24,539 of the RSUs had vested at December 31, 2016, 8,180 will vest on March 10, 2017 and 8,180 will vest every three months thereafter until the final tranche of 8,181 vests on March 10, 2019.
|
(6)
|
Consists of DKL Phantom Units that are scheduled to vest ratably on June 10, 2017 and December 10, 2017.
|
(7)
|
On June 10, 2015, Mr. Ginzburg was granted two tranches of 4,790 PRSUs each and 58,860 RSUs. Both tranches of PRSUs are subject to a performance period beginning April 1, 2015 with one ended December 31, 2016 and the other ending December 31, 2017. 29,429 of the RSUs had vested at December 31, 2016, 4,905 will vest on March 10, 2017 and 4,905 will vest every three months thereafter until the final tranche of 4,906 vests on June 10, 2018.
|
(8)
|
On March 10, 2016, Mr. Ginzburg was granted 22,896 PRSUs and 22,896 RSUs. The PRSUs are subject to a performance period beginning January 1, 2016 and ending December 31, 2018. 5,723 of the RSUs had vested at December 31, 2016, 1,908 will vest on March 10, 2017 and 1,908 will vest every three months thereafter until the final tranche of 1,909 vests on March 10, 2019.
|
(9)
|
On December 10, 2016, Mr. Green was granted 49,275 RSUs. None of the RSUs had vested at December 31, 2016, 8,212 will vest on June 10, 2017, 4,106 will vest every three months thereafter until March 10, 2019, and 4,107 will vest on each of June 10, September 10 and December 10, 2019.
|
(10)
|
The unvested SARs vest ratably on each of June 10, 2017 and June 10, 2018.
|
(11)
|
On June 10, 2015, Mr. Smith was granted two tranches of 3,426 PRSUs each and 6,852 RSUs. Both tranches of PRSUs are subject to a performance period beginning April 1, 2015 with one ended December 31, 2016 and the other ending December 31, 2017. 3,425 of the RSUs had vested at December 31, 2016, 571 will vest on March 10, 2017 and 571 will vest every three months thereafter until the final tranche of 572 vests on June 10, 2018.
|
(12)
|
On March 10, 2016, Messrs. Smith and Miller were each granted 9,156 PRSUs and 9,156 RSUs. The PRSUs are subject to a performance period beginning January 1, 2016 and ending December 31, 2018. 2,288 of the RSUs had vested for each of Messrs. Smith and Miller at December 31, 2016, 763 will vest on March 10, 2017 and 763 will vest every three months thereafter until the final tranche of 764 vests on March 10, 2019.
|
(13)
|
On September 10, 2015, Mr. Miller was granted two tranches of 2,016 PRSUs each and 4,032 RSUs. Both tranches of PRSUs are subject to a performance period beginning July 1, 2015 with one ended December 31, 2016 and the other ending December 31, 2017. 1,679 of the RSUs had vested at December 31, 2016, 336 will vest on March 10, 2017 and 336 will vest every three months thereafter until the final tranche of 337 vests on September 10, 2018.
|
(14)
|
The unvested SARs vest on June 10, 2017.
|
(15)
|
The unvested SARs vest ratably on each of June 10, 2017, June 10, 2018 and June 10, 2019.
|
Name
|
Option Awards
|
Stock Awards
|
|||||
Number of Shares Acquired on Exercise
|
Value Realized on Exercise
|
Number of Shares Acquired on Vesting
|
Value Realized on Vesting
|
||||
Ezra Uzi Yemin
|
n/a
|
|
n/a
|
99,470
|
(1)
|
$2,164,974
|
(1)
|
Assaf Ginzburg
|
n/a
|
|
n/a
|
30,343
|
(2)
|
$593,425
|
(2)
|
Frederec Green
|
n/a
|
|
n/a
|
21,750
|
(3)
|
$451,790
|
(3)
|
Mark D. Smith
|
n/a
|
|
n/a
|
4,572
|
(4)
|
$85,110
|
(4)
|
Anthony L. Miller
|
n/a
|
|
n/a
|
5,177
|
(5)
|
$102,834
|
(5)
|
(1)
|
Quantities and values for these columns are comprised of the following:
|
NEO
|
Vesting Date
|
Shares/Units Vested
|
Award Type
|
Fair Market Value Per Share*
|
Fair Market Value
|
Yemin
|
03/10/2016
|
4,153
|
RSU
|
$15.28
|
$63,458
|
03/10/2016
|
3,474
|
RSU
|
$15.28
|
$53,083
|
|
06/10/2016
|
4,153
|
RSU
|
$13.39
|
$55,609
|
|
06/10/2016
|
3,474
|
RSU
|
$13.39
|
$46,517
|
|
06/10/2016
|
12,244
|
DKL Phantom Unit
|
$26.05
|
$318,956
|
|
09/10/2016
|
4,153
|
RSU
|
$17.33
|
$71,971
|
|
09/10/2016
|
3,474
|
RSU
|
$17.33
|
$60,204
|
|
09/10/2016
|
16,359
|
RSU
|
$17.33
|
$283,501
|
|
12/10/2016
|
4,153
|
RSU
|
$24.30
|
$100,918
|
|
12/10/2016
|
3,474
|
RSU
|
$24.30
|
$84,418
|
|
12/10/2016
|
8,180
|
RSU
|
$24.30
|
$198,774
|
|
12/10/2016
|
12,244
|
DKL Phantom Unit
|
$28.40
|
$347,730
|
*
|
The amounts in this column reflect the NYSE closing price of our Common Stock or Delek Logistics’ common units, as applicable, on the vesting date or the last trading day prior to the vesting date.
|
Performance Period Completion Date
|
|
Number of Shares Acquired on Vesting
|
|
Fair Market Value
Per Share
|
|
Value Realized on Vesting
|
12/31/2016
|
|
19,935
|
|
$24.07
|
|
$479,835
|
(2)
|
Quantities and values for these columns are comprised of the following:
|
NEO
|
Vesting Date
|
Shares/Units Vested
|
Award Type
|
Fair Market Value Per Share*
|
Fair Market Value
|
Ginzburg
|
3/10/2016
|
4,905
|
RSU
|
$15.28
|
$74,948
|
|
6/10/2016
|
4,905
|
RSU
|
$13.39
|
$65,678
|
|
6/10/2016
|
2,500
|
DKL Phantom Unit
|
$26.05
|
$65,125
|
|
9/10/2016
|
4,905
|
RSU
|
$17.33
|
$85,004
|
|
9/10/2016
|
3,815
|
RSU
|
$17.33
|
$66,114
|
|
12/10/2016
|
4,905
|
RSU
|
$24.30
|
$119,192
|
|
12/10/2016
|
1,908
|
RSU
|
$24.30
|
$46,364
|
|
12/10/2016
|
2,500
|
DKL Phantom Unit
|
$28.40
|
$71,000
|
*
|
The amounts in this column reflect the NYSE closing price of our Common Stock or Delek Logistics’ common units, as applicable, on the vesting date or the last trading day prior to the vesting date.
|
(3)
|
Quantities and values for these columns are comprised of the following:
|
NEO
|
Vesting Date
|
Shares/Units Vested
|
Award Type
|
Fair Market Value Per Share*
|
Fair Market Value
|
Green
|
3/10/2016
|
11,750
|
RSU
|
$15.28
|
$179,540
|
|
6/10/2016
|
5,000
|
DKL Phantom Unit
|
$26.05
|
$130,250
|
|
12/10/2016
|
5,000
|
DKL Phantom Unit
|
$28.40
|
$142,000
|
*
|
The amounts in this column reflect the NYSE closing price of our Common Stock or Delek Logistics’ common units, as applicable, on the vesting date or the last trading day prior to the vesting date
|
(4)
|
Quantities and values for these columns are comprised of the following:
|
NEO
|
Vesting Date
|
Shares/Units Vested
|
Award Type
|
Fair Market Value Per Share*
|
Fair Market Value
|
Smith
|
3/10/2016
|
571
|
RSU
|
$15.28
|
$8,725
|
|
6/10/2016
|
571
|
RSU
|
$13.39
|
$7,646
|
|
9/10/2016
|
571
|
RSU
|
$17.33
|
$9,895
|
|
9/10/2016
|
1,525
|
RSU
|
$17.33
|
$26,428
|
|
12/10/2016
|
571
|
RSU
|
$24.30
|
$13,875
|
|
12/10/2016
|
763
|
RSU
|
$24.30
|
$18,541
|
*
|
The amounts in this column reflect the NYSE closing price of our Common Stock or Delek Logistics’ common units, as applicable, on the vesting date or the last trading day prior to the vesting date
|
(5)
|
Quantities and values for these columns are comprised of the following:
|
NEO
|
Vesting Date
|
Shares/Units Vested
|
Award Type
|
Fair Market Value Per Share*
|
Fair Market Value
|
Miller
|
3/10/2016
|
671
|
RSU
|
$15.28
|
$10,253
|
|
6/10/2016
|
336
|
RSU
|
$13.39
|
$4,499
|
|
9/10/2016
|
336
|
RSU
|
$17.33
|
$5,823
|
|
9/10/2016
|
1,525
|
RSU
|
$17.33
|
$26,428
|
|
12/10/2016
|
336
|
RSU
|
$24.30
|
$8,165
|
|
12/10/2016
|
763
|
RSU
|
$24.30
|
$18,541
|
*
|
The amounts in this column reflect the NYSE closing price of our Common Stock or Delek Logistics’ common units, as applicable, on the vesting date or the last trading day prior to the vesting date
|
Performance Period Completion Date
|
|
Number of Shares Acquired on Vesting
|
|
Fair Market Value
Per Share
|
|
Value Realized on Vesting
|
12/31/2016
|
|
1,210
|
|
$24.07
|
|
$29,125
|
Termination of Employment (1)
|
Yemin (2)
|
Ginzburg (3)
|
Green (4)
|
Smith (5)
|
Miller (6)
|
Severance Payment
|
$4,224,000
|
$656,250
|
$656,250
|
$480,000
|
$360,000
|
COBRA
|
$25,103
|
$16,735
|
$16,735
|
$16,735
|
$16,735
|
Accrued/Unused Vacation
|
$16,923
|
$28,846
|
$38,942
|
$17,231
|
$26,769
|
Accelerated RSUs
|
$760,973
|
$327,978
|
$197,663
|
$64,219
|
$52,906
|
Accelerated PRSUs
|
$1,456,524
|
$257,068
|
n/a
|
$125,934
|
$102,586
|
Accelerated SARs
|
n/a
|
n/a
|
n/a
|
$0
|
$0
|
TOTAL
|
$6,483,523
|
$1,286,877
|
$909,590
|
$704,119
|
$558,996
|
|
|
|
|
|
|
Change-In-Control (7)
|
Yemin (8)
|
Ginzburg (9)
|
Green (10)
|
Smith (11)
|
Miller (12)
|
Severance/Change-In-Control Payment
|
$6,336,000
|
$1,312,500
|
$1,312,500
|
$960,000
|
$720,000
|
COBRA
|
$25,103
|
$16,735
|
$16,735
|
$16,735
|
$16,735
|
Accrued/Unused Vacation
|
$16,923
|
$28,846
|
$38,942
|
$17,231
|
$26,769
|
Accelerated GP Membership Interests
|
$336,362
|
n/a
|
n/a
|
n/a
|
n/a
|
Accelerated RSUs
|
$2,390,103
|
$1,121,758
|
$1,186,049
|
$247,801
|
$221,950
|
Accelerated PRSUs
|
$3,366,141
|
$666,402
|
n/a
|
$302,849
|
$268,910
|
Accelerated NQSOs/SARs
|
n/a
|
n/a
|
n/a
|
$0
|
$0
|
Accelerated DKL Phantom Units
|
$699,132
|
$142,750
|
$285,500
|
n/a
|
n/a
|
TOTAL
|
$13,169,764
|
$3,288,991
|
$2,839,726
|
$1,544,616
|
$1,254,364
|
(1)
|
The "Termination of Employment" table assumes that (a) we terminated the NEO’s employment without cause effective
December 31, 2016
when the fair market value of our Common Stock was
$24.07
per share, (b) any required advance notice provisions had been satisfied, (c) the vesting of equity awards under the 2006 Plan and 2016 Plan were accelerated by our Board pursuant to any applicable employment agreement provisions (including the prorated acceleration of PRSUs at target quantities), and (d) the vesting of equity awards under the Logistics LTIP were not accelerated because the Logistics GP board is not bound by the employment agreements with our NEOs.
|
(2)
|
Assumes acceleration of 31,615 unvested RSUs and 60,512 unvested PRSUs.
|
(3)
|
Assumes acceleration of 13,626 unvested RSUs and 10,680 unvested PRSUs.
|
(4)
|
Assumes acceleration of 8,212 unvested RSUs.
|
(5)
|
Assumes acceleration of 2,668 unvested RSUs and 5,232 unvested PRSUs. The acceleration of SARs on
December 31, 2016
would have provided no value because the SAR base prices exceeded the fair market value of our Common Stock.
|
(6)
|
Assumes acceleration of 2,198 unvested RSUs and 4,262 unvested PRSUs. The acceleration of SARs on
December 31, 2016
would have provided no value because the SAR base prices exceeded the fair market value of our Common Stock.
|
(7)
|
The "Change-In-Control" table assumes that an “exchange transaction” (as described under the heading "2006 Long-Term Incentive Plan" below) and "change in control" (as described under the heading "2016 Long-Term Incentive Plan" below) occurred on
December 31, 2016
when the fair market values of our Common Stock and Delek Logistics' common units were
$24.07
per share and
$28.55
per unit, respectively, and, as a result, the NEO's employment
|
(8)
|
Assumes acceleration of 0.25% GP Membership Interest, 99,298 unvested RSUs, 139,848 unvested PRSUs and 24,488 DKL Phantom Units.
|
(9)
|
Assumes acceleration of 46,604 unvested RSUs, 27,686 unvested PRSUs and 5,000 DKL Phantom Units.
|
(10)
|
Assumes acceleration of 49,275 unvested RSUs and 10,000 DKL Phantom Units.
|
(11)
|
Assumes acceleration of 10,295 unvested RSUs and 12,582 unvested PRSUs. The acceleration of SARs on
December 31, 2016
would have provided no value because the SAR base prices exceeded the fair market value of our Common Stock.
|
(12)
|
Assumes acceleration of 9,221 unvested RSUs and 11,172 unvested PRSUs. The acceleration of SARs on
December 31, 2016
would have provided no value because the SAR base prices exceeded the fair market value of our Common Stock.
|
Director Compensation
|
||||||
Name (1)
|
Fees Earned or Paid in Cash (2)
|
Stock Awards (3)
|
Option Awards
|
All Other Compensation (4)
|
Total
|
|
William J. Finnerty
|
$102,500
|
|
$124,955
|
—
|
$0
|
$227,455
|
Carlos E. Jordá
|
$100,500
|
|
$124,955
|
—
|
$0
|
$225,455
|
Charles H. Leonard
|
$106,583
|
(5)
|
$124,955
|
—
|
$0
|
$231,538
|
Gary M. Sullivan, Jr.
|
$97,292
|
(6)
|
$124,955
|
—
|
$0
|
$222,247
|
Shlomo Zohar
|
$99,500
|
|
$124,955
|
—
|
$4,350
|
$228,805
|
(1)
|
Mr. Yemin did not receive any compensation in
2016
for his service as a director. At
December 31, 2016
, Messrs. Finnerty, Jordá, Leonard, Sullivan and Zohar each held 4,666 unvested RSUs and Mr. Leonard also held 8,340 vested NQSOs and 1,500 vested SARs. No director held unvested NQSOs or SARs at
December 31, 2016
.
|
(2)
|
This column reports the amount of cash compensation earned in
2016
for Board and committee service. Messrs. Sullivan, Jordá, Leonard and Finnerty served as chairmen of the Audit, Compensation, NCG and EHS Committees, respectively, during the entire
2016
fiscal year. We reimburse our directors for all reasonable expenses incurred for attending meetings and service on our Board.
|
(3)
|
Amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for financial statement reporting purposes of 9,332 RSUs granted to each of Messrs. Finnerty, Jordá, Leonard, Sullivan and Zohar on June 10, 2016. The grant date fair value of $13.39 per share for Messrs. Finnerty, Jordá, Leonard, Sullivan and Zohar was equal to the NYSE closing price of our Common Stock on the grant date. Half of the RSUs granted to Messrs. Finnerty, Jordá, Leonard, Sullivan and Zohar vested on December 10, 2016, one-fourth will vest on March 10, 2017 and the balance will vest on June 10, 2017.
|
(4)
|
Amounts in this column consist of the value of professional tax compliance services paid on behalf of Mr. Zohar. Beginning with the 2016 calendar year, we have reimbursed certain members of the Board for the reasonable cost of professional tax compliance services in the United States. This benefit is limited to members of the Board whose only significant income in the United States is derived from service on the Board (the “Foreign Directors”) and is further limited to $5,000 per calendar year. Because Exchange Act reporting requirements expose a Foreign Director’s compensation to public scrutiny, we believe that encouraging our Foreign Directors to seek professional tax advice will mitigate the personal risks that accompany this heightened scrutiny. In addition, we also believe that this benefit provides us with a retention and recruiting tool for Foreign Directors and protects us from the negative publicity that could surround a Foreign Director’s misstatement of his or her personal income tax liabilities.
|
(5)
|
Amount reflects base retainer fee for Board service, retainer fees for service on the EHS and NCG (as Chair) Committees throughout 2016 and a prorated retainer fee for service on the Compensation Committee from the beginning of the year through July 2016.
|
(6)
|
Amount reflects base retainer fee for Board service, a retainer fee for service on the Audit Committee (as Chair) throughout 2016 and a prorated retainer fee for service on the NCG Committee from July 2016 through the end of the year.
|
Name and Address of Beneficial Owner
|
Amount and Nature of Beneficial Ownership of Common Stock (1)
|
|
Percentage of Common Stock (2)
|
Amount and Nature of Beneficial Ownership of Common Units (1)
|
Percentage of Common Units (2)
|
||
Beneficial Owners of More Than 5% of Common Stock:
|
Delek US Holdings, Inc.
|
Delek Logistics Partners, LP
|
|||||
Alon Israel Oil Company, Ltd.
|
6,000,000
|
(3)
|
9.68%
|
n/a
|
|
n/a
|
|
Dimensional Fund Advisors LP
|
5,239,282
|
(4)
|
8.45%
|
n/a
|
|
n/a
|
|
The Vanguard Group - 23-1945930
|
4,547,853
|
(5)
|
7.34%
|
n/a
|
|
n/a
|
|
BlackRock, Inc.
|
3,779,542
|
(6)
|
6.10%
|
n/a
|
|
n/a
|
|
Wellington Management Group LLP
|
3,834,641
|
(7)
|
6.19%
|
n/a
|
|
n/a
|
|
Point72 Asset Management, L.P.
|
3,149,509
|
(8)
|
5.08%
|
n/a
|
|
n/a
|
|
Directors and NEOs:
|
|
|
|
|
|
||
Ezra Uzi Yemin
|
512,569
|
|
*
|
226,278
|
|
*
|
|
William J. Finnerty
|
17,979
|
|
*
|
0
|
|
*
|
|
Carlos E. Jordá
|
41,704
|
|
*
|
2,000
|
|
*
|
|
Charles H. Leonard
|
32,584
|
|
*
|
1,500
|
|
*
|
|
Gary M. Sullivan, Jr.
|
12,974
|
|
*
|
6,944
|
|
*
|
|
Shlomo Zohar
|
41,079
|
|
*
|
0
|
|
*
|
|
Assaf Ginzburg
|
72,067
|
|
|
*
|
12,876
|
|
*
|
Frederec Green
|
167,577
|
|
|
*
|
61,286
|
|
*
|
Mark D. Smith
|
5,480
|
|
|
*
|
0
|
|
*
|
Anthony L. Miller
|
5,248
|
|
|
*
|
0
|
|
*
|
All directors, NEOs and executive officers as a group (14 persons)
|
1,028,501
|
|
|
1.66%
|
324,196
|
|
1.33%
|
*
|
Less than 1% of the issued and outstanding shares of our Common Stock or issued and outstanding common units of Delek Logistics, as applicable.
|
(1)
|
For purposes of this table, a person is deemed to have “beneficial ownership” of any securities when such person has the right to acquire them within 60 days after
February 17, 2017
. For non-qualified stock options (“NQSOs”) and time-vested restricted stock units (“RSUs”) under our 2006 Long-Term Incentive Plan (the "2006 Plan") and 2016 Long-Term Incentive Plan (the "2016 Plan"), we report shares equal to the number of NQSOs or RSUs that are vested or that will vest within 60 days of
February 17, 2017
. For stock appreciation rights ("SARs") under the 2006 Plan and 2016 Plan, we report the shares that would be delivered upon exercise of SARs that are vested or that will vest within 60 days of
February 17, 2017
(which is calculated by multiplying the number of SARs by the difference between the
$22.77
fair market value of our Common Stock at February 16, 2017 and the exercise price divided by
$22.77
). For purposes of computing the percentage of outstanding securities held by each person named above, any securities which such person has the right to acquire within 60 days after
February 17, 2017
are deemed to be outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.
|
(2)
|
Percentage of our Common Stock is based upon
61,970,962
issued and outstanding shares on
February 17, 2017
(excluding securities held by, or for the account of, the registrant or its subsidiaries). Percentage of Delek Logistics' common units is based upon
24,328,607
common units issued and outstanding on
February 17, 2017
.
|
(3)
|
Beneficial ownership information is based on information contained in a Schedule 13D/A filed with the SEC on May 19, 2015 by Alon Israel Oil Company, Ltd. ("Alon Israel"), an Israeli corporation, with an address of Europark (France Building), Kibbutz Yakum, 60972, Israel. Alon Israel has sole voting and sole dispositive power with respect to all shares.
|
(4)
|
Beneficial ownership information is based on a Schedule 13G/A filed with the SEC on February 9,
2017
by Dimensional Fund Advisors LP with an address of Building One, 6300 Bee Cave Road, Austin, Texas 78746. Dimensional Fund Advisors LP has sole voting power with respect to 5,166,097 shares and sole dispositive power with respect to all shares.
|
(5)
|
Beneficial ownership information is based on a Schedule 13G/A filed with the SEC on February 9,
2017
by The Vanguard Group-23-1945930 with an address of 100 Vanguard Boulevard, Malvern, Pennsylvania 19355, The Vanguard Group-23-1945930 has sole voting power with respect to 70,555 shares, sole dispositive power with respect to 4,474,564 shares, shared voting power with respect to 5,417 shares and shared dispositive power with respect to 73,289 shares.
|
(6)
|
Beneficial ownership information is based on a Schedule 13G/A filed with the SEC on January 23,
2017
by BlackRock, Inc. with an address of 55 East 52nd Street, New York, New York 10055, BlackRock, Inc. has sole voting power with respect to 3,625,964 shares and sole dispositive power with respect to all shares.
|
(7)
|
Beneficial ownership information is based on information contained in a Schedule 13G filed with the SEC on February 9,
2017
by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP. The address for Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP is c/o Wellington Management Company LLP, 280 Congress Street, Boston, Massachusetts, 02210. Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors LLP have shared voting power with respect to 1,942,742 shares and shared dispositive power with respect to all shares. Wellington Management Company LLP has shared voting power with respect to 1,748,578 shares and shared dispositive power with respect to 3,554,277 shares.
|
(8)
|
Beneficial ownership information is based on information contained in a Schedule 13G filed with the SEC on February 17, 2017 by Point72 Asset Management, L.P., Point72 Capital Advisors, Inc., Cubist Systematic Strategies, LLC and Steven A. Cohen. Pursuant to an investment management agreement, Point72 Asset Management, L.P. maintains investment and voting power with respect to the securities held by certain investment funds it manages. Point72 Capital Advisors, Inc. is the general partner of Point72 Asset Management, L.P. Pursuant to an investment management agreement, Cubist Systematic Strategies, LLC maintains investment and voting power with respect to the securities held by certain investment funds it manages. Mr. Cohen controls each of Point72 Capital Advisors, Inc. and Cubist Systematic Strategies, LLC. Point72 Asset Management, L.P. and Point72 Capital Advisors, Inc. have shared voting power and shared dispositive power with respect to 3,142,920 shares. Cubist Systematic Strategies, LLC has shared voting power and shared dispositive power with respect to 6,589 shares. Mr. Cohen has shared voting power and shared dispositive power with respect to all shares. The address for Point72 Asset Management, L.P., Point72 Capital Advisors, Inc. and Mr. Cohen is 72 Cummings Point Road, Stamford, Connecticut 06902. The address for Cubist Systematic Strategies, LLC is 330 Madison Avenue, New York, New York 10173.
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|||||||||
|
(a)
|
|
|
|
(b)
|
|
|
|
(c)
|
|
|
|
Equity compensation plans approved by security holders
|
1,227,257
|
|
|
(1)
|
24.65
|
|
|
(2)
|
3,852,225
|
|
|
(1)(3)
|
Equity compensation plans not approved by security holders
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
TOTAL
|
1,227,257
|
|
|
|
24.65
|
|
|
|
3,852,225
|
|
|
|
(1)
|
At
December 31, 2016
, 1,756,350 SARs outstanding under the 2006 Plan and 2016 Plan were at base prices above the $24.07 fair market value of our Common Stock on that date. For purposes of column (a), we calculated the number of shares that would have been issued to settle all outstanding SARs at
December 31, 2016
. Because the number of shares to be issued upon the exercise of SARs is to be determined based on the difference between the base price of the SAR and the market price of our Common Stock at the date of exercise, 293,948 SARs are reflected in column (a) and 67,731 SARs are reflected in column (c). Also, for purposes of column (a) and (c), we assume that outstanding performance-based RSUs will be settled in target quantities.
|
(2)
|
At
December 31, 2016
, 2,516,887 SARs were outstanding at a weighted average exercise price of $26.92.
|
(3)
|
Consists of the number of securities available for future issuance under the 2016 Plan as of
December 31, 2016
.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Audit Fees
(1)
|
$
|
2,029,404
|
|
|
$
|
2,478,127
|
|
Audit-related fees
(2)
|
31,224
|
|
|
91,263
|
|
||
Tax fees
(3)
|
30,825
|
|
|
304,030
|
|
||
All other fees
|
—
|
|
|
—
|
|
||
Total
|
$
|
2,091,453
|
|
|
$
|
2,873,420
|
|
(1)
|
Audit fees consisted of services rendered to us or certain of our subsidiaries. Such audit services include audits of our consolidated financial statements and internal control over financial reporting, reviews of our quarterly financial statements, and audit services provided in connection with our regulatory filings. Fees and expenses are for services in connection with the audit of our fiscal years ended
December 31, 2016
and
December 31, 2015
regardless of when the fees and expenses were paid.
|
(2)
|
Fees for audit-related matters billed in
2016
and
2015
consisted of agreed upon procedures for us and our subsidiaries, procedures related to regulatory filings, access to accounting research materials, and consultations of various accounting and financial reporting areas.
|
(3)
|
Fees for tax services billed in
2016
and
2015
consisted primarily of consultation on various tax matters related to us and our subsidiaries and certain tax compliance related activities.
|
1.
|
Financial Statements. The accompanying Index to Financial Statements and Schedule on page F-1 of this Annual Report on Form 10-K is provided in response to this item.
|
2.
|
List of Financial Statement Schedules:
|
3.
|
Exhibits - See below.
|
Exhibit No.
|
|
Description
|
||
2.1
|
|
^
|
|
Stock Purchase Agreement, dated March 17, 2011, by and among Ergon, Inc., Lion Oil Company and Delek US Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed on May 4, 2011).
|
2.2
|
|
^
|
|
First Amendment, dated April 29, 2011, to Stock Purchase Agreement, dated March 17, 2011, by and among Ergon, Inc., Lion Oil Company and Delek US Holdings, Inc. (incorporated by reference to Exhibit 2.2 to the Company's Form 8-K filed on May 4, 2011).
|
2.3
|
|
|
|
Stock Purchase Agreement between Alon Israel Oil Company, LTD, and Delek US Holdings, Inc., dated April 14, 2015 (incorporated by reference to Exhibit 99.3 to the Schedule 13D filed by the Company on May 26, 2015).
|
2.4
|
|
^
|
|
Equity Purchase Agreement dated August 27, 2016 by and between Delek US Holdings, Inc., Copec Inc. and Compañía de Petróleos de Chile COPEC S.A. (incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed on September 1, 2016).
|
2.5
|
|
^
|
|
Agreement and Plan of Merger dated as of January 2, 2017, among Delek US Holdings, Inc., Delek Holdco, Inc., Dione Mergeco, Inc., Astro Mergeco, Inc. and Alon USA Energy, Inc (incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed on January 3, 2017).
|
2.6
|
|
§
|
|
First Amendment to Agreement and Plan of Merger dated as of February 27, 2017, among Delek US Holdings, Inc., Delek Holdco, Inc. Dion Mergeco, Inc., Astro Mergeco, Inc. and Alon USA Energy, Inc.
|
3.1
|
|
|
|
Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q filed on August 8, 2013).
|
3.2
|
|
|
|
Third Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q filed on August 7, 2014).
|
4.1
|
|
|
|
Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1/A, filed on April 20, 2006, SEC File No. 333-131675).
|
10.1
|
|
*
|
|
Employment Agreement, dated November 1, 2013, by and between Delek US Holdings, Inc. and Ezra Uzi Yemin (incorporated by reference to Exhibit 10.1 to the Company's Form 10-K filed on March 3, 2014).
|
10.1(a)
|
|
*
|
|
Subscription Agreement, dated March 10, 2013, between Delek Logistics GP, LLC and Ezra Uzi Yemin (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on May 9, 2013).
|
10.1(b)
|
|
*
|
|
Subscription Agreement, dated December 10, 2013, between Delek Logistics GP, LLC and Ezra Uzi Yemin (incorporated by reference to Exhibit 10.1(b) to the Company's Form 10-K filed on March 3, 2014).
|
10.2
|
|
*
|
|
Employment Agreement, dated August 7, 2012, by and between Delek US Holdings, Inc. and Donald N. Holmes (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on November 8, 2012).
|
10.3
|
|
*
|
|
Form of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-1/A, filed on April 20, 2006, SEC File No. 333-131675).
|
10.4
|
|
*
|
|
Delek US Holdings, Inc. 2006 Long-Term Incentive Plan (as amended through May 4, 2010) (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on May 7, 2010).
|
10.4(a)
|
|
*
|
|
Form of Delek US Holdings, Inc. 2006 Long-Term Incentive Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.13(a) to the Company's Registration Statement on Form S-1/A, filed on April 20, 2006, SEC File No. 333-131675).
|
10.4(b)
|
|
*
|
|
Director Form of Delek US Holdings, Inc. 2006 Long-Term Incentive Plan Stock Option Agreement (incorporated by reference to Exhibit 10.13(b) to the Company's Registration Statement on Form S-1/A, filed on April 20, 2006, SEC File No. 333-131675).
|
10.4(c)
|
|
*
|
|
Officer Form of Delek US Holdings, Inc. 2006 Long-Term Incentive Plan Stock Option Agreement (incorporated by reference to Exhibit 10.13(c) to the Company's Registration Statement on Form S-1/A, filed on April 20, 2006, SEC File No. 333-131675).
|
10.4(d)
|
|
*
|
|
Director Form of Delek US Holdings, Inc. 2006 Long-Term Incentive Plan Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.5 to the Company's Form 10-Q filed on August 6, 2010).
|
10.4(e)
|
|
*
|
|
Employee Form of Delek US Holdings, Inc. 2006 Long-Term Incentive Plan Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed on August 6, 2010).
|
10.4(f)
|
|
*
|
|
Form of Delek US Holdings, Inc. 2006 Long-Term Incentive Plan Performance Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed on August 7, 2014).
|
10.5
|
|
|
|
Tyler Throughput and Tankage Agreement, dated July 26, 2013, between Delek Refining, Ltd. and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on August 1, 2013).
|
10.6
|
|
|
|
Pipelines and Tankage Agreement, dated November 7, 2012, by and between Delek Refining, Ltd. and Delek Crude Logistics, LLC (incorporated by reference to Exhibit 10.4 to the Company's Form 8-K filed on November 14, 2012).
|
10.7
|
|
|
|
Pipelines and Storage Facilities Agreement, dated November 7, 2012, by and among Lion Oil Company, Delek Logistics Partners, LP, SALA Gathering Systems, LLC, El Dorado Pipeline Company, LLC, Magnolia Pipeline Company, LLC and J. Aron & Company (incorporated by reference to Exhibit 10.5 to the Company's Form 8-K filed on November 14, 2012).
|
10.8(a)
|
|
*
|
|
Subscription Agreement, dated March 10, 2013, between Delek Logistics GP, LLC and Assaf Ginzburg (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q filed on May 9, 2013).
|
10.8(b)
|
|
*
|
|
Employment Agreement, dated July 1, 2015, between Delek US Holdings, Inc. and Assaf Ginzburg (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed on August 5, 2015).
|
10.9(a)
|
|
*
|
|
Subscription Agreement, dated March 10, 2013, between Delek Logistics GP, LLC and Frederec Green (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed on May 9, 2013).
|
10.12
|
|
‡
|
|
Amended and Restated Master Supply and Offtake Agreement, dated December 23, 2013, by and among J. Aron & Company, Lion Oil Company, and Lion Oil Trading & Transportation, LLC (incorporated by reference to Exhibit 10.18 to the Company's Form 10-K/A filed on June 26, 2014).
|
10.13
|
|
|
|
Amended and restated asset-backed revolving credit agreement dated January 16, 2014 by and between Delek Refining, Ltd. as borrower and a consortium of lenders including Wells Fargo Bank, National Association as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on May 8, 2014).
|
10.14
|
|
|
|
El Dorado Throughput and Tankage Agreement, executed as of February 10, 2014, between Lion Oil Company and Delek Logistics Operating LLC, and, for limited purposes, J. Aron & Company (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on February 14, 2014).
|
10.15
|
|
|
|
Second Amended and Restated Omnibus Agreement, dated as of February 10, 2014, among Delek US Holdings, Inc., Lion Oil Company, Delek Marketing & Supply, LP, Delek Refining, Ltd., Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Delek Logistics Operating, LLC and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on February 14, 2014).
|
10.16
|
|
|
|
Third Amended and Restated Credit Agreement, dated May 6, 2014, between MAPCO Express, Inc. as borrower, Fifth Third Bank as arranger and administrative agent and a lender, Bank of America, N.A., as co-syndication Agent and a lender, BMO Capital Markets, as joint lead arranger and co-syndication agent, Regions Business Capital, as co-syndication agent and the lenders from time to time parties thereto (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on August 7, 2014).
|
10.17
|
|
*
|
|
Employment Agreement, dated May 1, 2015, between Delek US Holdings, Inc. and Mark D. Smith (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q filed on August 5, 2015).
|
10.18
|
|
|
|
Employment Agreement, dated November 6, 2012, by and between Delek US Holdings, Inc. and Dan L. Gordon (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 6, 2014).
|
10.19
|
|
|
|
Second Amended and Restated Credit Agreement, dated as of December 30, 2014, among Delek Logistics Partners, LP and each other borrower referenced therein, as borrowers, Fifth Third Bank, as administrative agent, and a syndicate of lenders (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on January 6, 2015).
|
10.20
|
|
|
|
Third Amended and Restated Omnibus Agreement, dated as of March 31, 2015, among Delek US Holdings, Inc., Lion Oil Company, Delek Logistics Operating, LLC, Delek Marketing & Supply, LP, Delek Refining, Ltd., Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, DKL Transportation, LLC and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on May 7, 2015).
|
10.21
|
|
|
|
First Amendment to Third Amended and Restated Credit Agreement, dated March 27, 2015, between MAPCO Express, Inc. as borrower, Fifth Third Bank as joint lead arranger, sole book runner and administrative agent and a lender, Bank of America, N.A., as co-syndication Agent and a lender, BMO Capital Markets, as joint lead arranger and co-syndication agent, Regions Business Capital, as joint lead arranger and co-syndication agent and the lenders from time to time parties thereto (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on May 7, 2015).
|
10.22
|
|
|
|
Second Amended and Restated Financing Agreement, dated May 14, 2015, among Lion Oil Company as borrower, certain subsidiaries of Lion Oil Company named therein as guarantors, the various institutions from time to time party to this Agreement, as Lenders, Fifth Third Bank as Administrative Agent and Lead Collateral Agent and Bank Hapoalim B.M., as Designated Account Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on May 20, 2015).
|
10.23
|
|
|
|
Amended and Restated Stockholder Agreement between Delek US Holdings, Inc. and Alon USA Energy, Inc. dated April 14, 2015 (incorporated by reference to Exhibit 99.2 to the Company's Schedule 13D filed on May 26, 2015).
|
10.24
|
|
|
|
First Amendment to Third Amended and Restated Omnibus Agreement, dated as of August 3, 2015, by and among Delek US Holdings, Inc., Lion Oil Company, Delek Logistics Operating, LLC, Delek Marketing & Supply, LP, Delek Refining, Ltd., Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, DKL Transportation, LLC and Delek Logistics GP, LLC. (incorporated by reference to Exhibit 10.5 to the Company's Form 10-Q filed on August 5, 2015).
|
10.25
|
|
*
|
|
Employment Agreement, effective August 3, 2015, between Delek US Holdings, Inc. and Anthony L. Miller (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 6, 2015).
|
10.26
|
|
*
|
|
Employment Agreement, effective August 3, 2015, between Delek US Holdings, Inc. and Avigal Soreq (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed November 6, 2015).
|
10.27
|
|
|
|
First Amendment dated January 29, 2016 to Amended and Restated Stockholder Agreement dated April 14, 2015 by and between Delek US Holdings, Inc. and Alon USA Energy, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 3, 2016).
|
10.28
|
|
*
|
|
Letter Agreement, dated May 5, 2016, modifying Yemin Employment Agreement dated November 1, 2013, by and between Delek US Holdings, Inc. and Ezra Uzi Yemin (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on August 5, 2016).
|
10.29
|
|
*
|
|
Delek US Holdings, Inc. 2016 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed on June 1, 2016).
|
10.29(a)
|
|
*
|
|
General Terms and Conditions for Restricted Stock Unit Awards to Executive Officers and Directors under the 2016 Delek US Holdings, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company's Form 10-Q filed on August 5, 2016).
|
10.29(b)
|
|
*
|
|
General Terms and Conditions for Stock Appreciation Right Awards to Executive Officers and Directors under the 2016 Delek US Holdings, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company's Form 10-Q filed on August 5, 2016).
|
10.29(c)
|
|
§*
|
|
Form of Delek US Holdings, Inc. 2016 Long-Term Incentive Plan Performance Restricted Stock Unit Agreement
|
10.29(d)
|
|
§*
|
|
Form of Delek US Holdings, Inc. 2016 Long-Term Incentive Plan Restricted Stock Unit Agreement
|
10.30
|
|
|
|
Second Amendment to Third Amended and Restated Credit Agreement, dated December 10, 2015, between MAPCO Express, Inc. as borrower, Fifth Third Bank as joint lead arranger, sole book runner and administrative agent and a lender, Bank of America, N.A., as co-syndication Agent and a lender, BMO Capital Markets, as joint lead arranger and co-syndication agent, Regions Business Capital, as joint lead arranger and co-syndication agent and the lenders from time to time parties thereto (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q filed on August 5, 2016).
|
10.31
|
|
|
|
Amendment to El Dorado Throughput and Tankage Agreement, executed as of July 22, 2016 but effective as of February 11, 2014, between Lion Oil Company and Delek Logistics Operating LLC, and, for limited purposes, J. Aron & Company (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed on August 5, 2016).
|
10.32
|
|
|
|
Joinder and First Amendment to Amended and Restated Credit Agreement, dated September 29, 2016, among Delek Refining, Ltd., as borrower, Delek Refining, Inc. and Delek U.S. Refining GP, LLC, as guarantor, Wells Fargo Bank, National Association, as administrative agent, and a syndicate of lenders (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on October 3, 2016).
|
10.33
|
|
*
|
|
Employment Agreement, effective June 1, 2017, by and between Delek US Holdings, Inc. and Assaf Ginzburg (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on November 3, 2016).
|
10.34
|
|
*
|
|
Executive Employment Agreement, effective November 1, 2016, by and between Delek US Holdings, Inc. and Frederec C. Green (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on November 17, 2016).
|
10.35
|
|
|
|
Voting, Irrevocable Proxy and Support Agreement dated as of January 2, 2017, by and between Delek US Holdings, Inc. and Alon USA Energy, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on January 3, 2017).
|
10.36
|
|
|
|
Voting, Irrevocable Proxy and Support Agreement dated as of January 2, 2017, by and between Delek US Holdings, Inc., David Wiessman and D.B.W. Holdings (2005) Ltd. (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on January 3, 2017).
|
10.37
|
|
|
|
Voting, Irrevocable Proxy and Support Agreement dated as of January 2, 2017, by and between Delek US Holdings, Inc., Jeff Morris and Karen Morris (incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed on January 3, 2017).
|
10.38
|
|
*
|
|
Executive Employment Agreement, effective April 1, 2017, by and between Delek US Holdings, Inc. and Kevin Kremke (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on January 31, 2017).
|
10.39
|
|
§*
|
|
Employment Agreement, effective November 1, 2016, between Delek US Holdings, Inc. and Avigal Soreq.
|
10.40
|
|
§*
|
|
Employment Agreement, effective October 10, 2016, between Delek US Holdings, Inc. and Mark Cox.
|
21.1
|
|
§
|
|
Subsidiaries of the Registrant
|
23.1
|
|
§
|
|
Consent of Ernst & Young LLP
|
23.2
|
|
§
|
|
Consent of KPMG LLP
|
24.1
|
|
§
|
|
Power of Attorney
|
31.1
|
|
§
|
|
Certification of the Company's Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act.
|
31.2
|
|
§
|
|
Certification of the Company's Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act.
|
32.1
|
|
§
|
|
Certification of the Company's Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
|
§
|
|
Certification of the Company's Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
99.1
|
|
§
|
|
Audited financial statements of Alon Energy USA, Inc. as of December 31, 2016 and 2015, and for each of the years ended December 31, 2016, 2015 and 2014.
|
101
|
|
|
|
The following materials from Delek US Holdings, Inc.’s Annual Report on Form 10-K for the annual period ended December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2016 and 2015, (ii) Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014, (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2016, 2015 and 2014, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014 and (vi) Notes to Consolidated Financial Statements.
|
*
|
Management contract or compensatory plan or arrangement.
|
§
|
Filed herewith.
|
^
|
Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to supplementally furnish a copy of any of the omitted schedules to the United States Securities and Exchange Commission upon request.
|
‡
|
Confidential treatment has been requested and granted with respect to certain portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Omitted portions have been filed separately with the United States Securities and Exchange Commission.
|
Audited Financial Statements:
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
689.2
|
|
|
$
|
287.2
|
|
Accounts receivable
|
|
265.9
|
|
|
217.4
|
|
||
Accounts receivable from related party
|
|
0.1
|
|
|
0.5
|
|
||
Inventories, net of lower of cost or market valuation
|
|
392.4
|
|
|
271.0
|
|
||
Assets of discontinued operations held for sale
|
|
—
|
|
|
478.8
|
|
||
Other current assets
|
|
54.6
|
|
|
142.6
|
|
||
Total current assets
|
|
1,402.2
|
|
|
1,397.5
|
|
||
Property, plant and equipment:
|
|
|
|
|
||||
Property, plant and equipment
|
|
1,587.6
|
|
|
1,546.9
|
|
||
Less: accumulated depreciation
|
|
(484.3
|
)
|
|
(369.5
|
)
|
||
Property, plant and equipment, net
|
|
1,103.3
|
|
|
1,177.4
|
|
||
Goodwill
|
|
12.2
|
|
|
12.2
|
|
||
Other intangibles, net
|
|
26.7
|
|
|
27.3
|
|
||
Equity method investments
|
|
360.0
|
|
|
605.2
|
|
||
Other non-current assets
|
|
80.7
|
|
|
105.3
|
|
||
Total assets
|
|
$
|
2,985.1
|
|
|
$
|
3,324.9
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
494.6
|
|
|
$
|
364.7
|
|
Accounts payable to related party
|
|
1.8
|
|
|
—
|
|
||
Current portion of long-term debt
|
|
84.4
|
|
|
93.9
|
|
||
Obligation under Supply and Offtake Agreement
|
|
124.6
|
|
|
132.0
|
|
||
Liabilities of discontinued operations held for sale
|
|
—
|
|
|
302.8
|
|
||
Accrued expenses and other current liabilities
|
|
235.1
|
|
|
110.7
|
|
||
Total current liabilities
|
|
940.5
|
|
|
1,004.1
|
|
||
Non-current liabilities:
|
|
|
|
|
||||
Long-term debt, net of current portion
|
|
748.5
|
|
|
711.3
|
|
||
Environmental liabilities, net of current portion
|
|
6.2
|
|
|
7.9
|
|
||
Asset retirement obligations
|
|
5.2
|
|
|
5.3
|
|
||
Deferred tax liabilities
|
|
76.2
|
|
|
188.6
|
|
||
Other non-current liabilities
|
|
26.0
|
|
|
53.8
|
|
||
Total non-current liabilities
|
|
862.1
|
|
|
966.9
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 110,000,000 shares authorized, 67,150,352 shares and 66,946,721 shares issued at December 31, 2016 and December 31, 2015, respectively
|
|
0.7
|
|
|
0.7
|
|
||
Additional paid-in capital
|
|
650.5
|
|
|
639.2
|
|
||
Accumulated other comprehensive loss
|
|
(20.8
|
)
|
|
(45.3
|
)
|
||
Treasury stock, 5,195,791 shares and 4,809,701 shares, at cost, as of December 31, 2016 and December 31, 2015, respectively
|
|
(160.8
|
)
|
|
(154.8
|
)
|
||
Retained earnings
|
|
522.3
|
|
|
713.5
|
|
||
Non-controlling interest in subsidiaries
|
|
190.6
|
|
|
200.6
|
|
||
Total stockholders’ equity
|
|
1,182.5
|
|
|
1,353.9
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
2,985.1
|
|
|
$
|
3,324.9
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
$
|
4,197.9
|
|
|
$
|
4,782.0
|
|
|
$
|
7,019.2
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
3,812.9
|
|
|
4,236.9
|
|
|
6,213.3
|
|
|||
Operating expenses
|
|
249.3
|
|
|
270.3
|
|
|
258.7
|
|
|||
Insurance proceeds — business interruption
|
|
(42.4
|
)
|
|
—
|
|
|
—
|
|
|||
General and administrative expenses
|
|
106.1
|
|
|
100.6
|
|
|
105.2
|
|
|||
Depreciation and amortization
|
|
116.4
|
|
|
106.0
|
|
|
83.2
|
|
|||
Other operating expense (income), net
|
|
4.8
|
|
|
(0.5
|
)
|
|
0.1
|
|
|||
Total operating costs and expenses
|
|
4,247.1
|
|
|
4,713.3
|
|
|
6,660.5
|
|
|||
Operating (loss) income
|
|
(49.2
|
)
|
|
68.7
|
|
|
358.7
|
|
|||
Interest expense
|
|
54.4
|
|
|
52.1
|
|
|
33.5
|
|
|||
Interest income
|
|
(1.5
|
)
|
|
(1.1
|
)
|
|
(0.8
|
)
|
|||
Loss (income) from equity method investments
|
|
43.4
|
|
|
(2.0
|
)
|
|
—
|
|
|||
Loss on impairment of equity method investment
|
|
245.3
|
|
|
—
|
|
|
—
|
|
|||
Other expense (income), net
|
|
0.4
|
|
|
(1.6
|
)
|
|
(0.9
|
)
|
|||
Total non-operating expenses, net
|
|
342.0
|
|
|
47.4
|
|
|
31.8
|
|
|||
(Loss) income from continuing operations before income tax (benefit) expense
|
|
(391.2
|
)
|
|
21.3
|
|
|
326.9
|
|
|||
Income tax (benefit) expense
|
|
(171.5
|
)
|
|
(15.8
|
)
|
|
101.6
|
|
|||
(Loss) income from continuing operations
|
|
(219.7
|
)
|
|
37.1
|
|
|
225.3
|
|
|||
Discontinued operations
|
|
|
|
|
|
|
||||||
Income from discontinued operations
|
|
144.2
|
|
|
5.7
|
|
|
0.6
|
|
|||
Income tax expense (benefit)
|
|
57.9
|
|
|
(0.9
|
)
|
|
(0.1
|
)
|
|||
Income from discontinued operations, net of tax
|
|
86.3
|
|
|
6.6
|
|
|
0.7
|
|
|||
Net (loss) income
|
|
(133.4
|
)
|
|
43.7
|
|
|
226.0
|
|
|||
Net income attributed to non-controlling interest
|
|
20.3
|
|
|
24.3
|
|
|
27.4
|
|
|||
Net (loss) income attributable to Delek
|
|
$
|
(153.7
|
)
|
|
$
|
19.4
|
|
|
$
|
198.6
|
|
Basic (loss) earnings per share:
|
|
|
|
|
|
|
||||||
(Loss) income from continuing operations
|
|
$
|
(3.88
|
)
|
|
$
|
0.21
|
|
|
$
|
3.37
|
|
Income from discontinued operations
|
|
1.39
|
|
|
0.11
|
|
|
0.01
|
|
|||
Total basic (loss) earnings per share
|
|
$
|
(2.49
|
)
|
|
$
|
0.32
|
|
|
$
|
3.38
|
|
Diluted (loss) earnings per share:
|
|
|
|
|
|
|
||||||
(Loss) income from continuing operations
|
|
$
|
(3.88
|
)
|
|
$
|
0.21
|
|
|
$
|
3.33
|
|
Income from discontinued operations
|
|
1.39
|
|
|
0.11
|
|
|
0.01
|
|
|||
Total diluted (loss) earnings per share
|
|
$
|
(2.49
|
)
|
|
$
|
0.32
|
|
|
$
|
3.34
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
61,921,787
|
|
|
60,819,771
|
|
|
58,780,947
|
|
|||
Diluted
|
|
61,921,787
|
|
|
61,320,570
|
|
|
59,355,120
|
|
|||
Dividends declared per common share outstanding
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
$
|
1.00
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net (loss) income attributable to Delek
|
|
$
|
(153.7
|
)
|
|
$
|
19.4
|
|
|
$
|
198.6
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
||||||
Commodity contracts designated as cash flow hedges:
|
|
|
|
|
|
|
||||||
Unrealized gains (losses), net of ineffectiveness (gains) losses of $(3.1) million, $21.5 million, and $(6.3) million for the years ended December 31, 2016, 2015 and 2014, respectively
|
|
8.4
|
|
|
(41.4
|
)
|
|
10.3
|
|
|||
Realized losses (gains) reclassified to cost of goods sold
|
|
27.8
|
|
|
(0.7
|
)
|
|
(22.6
|
)
|
|||
Gain (loss) on cash flow hedges, net
|
|
36.2
|
|
|
(42.1
|
)
|
|
(12.3
|
)
|
|||
Income tax (expense) benefit
|
|
(12.7
|
)
|
|
14.7
|
|
|
4.0
|
|
|||
Net comprehensive income (loss) on commodity contracts designated as cash flow hedges
|
|
23.5
|
|
|
(27.4
|
)
|
|
(8.3
|
)
|
|||
Foreign currency translation gain (loss)
|
|
0.2
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||
Other comprehensive income (loss) from equity method investments, net of tax (expense) benefit of $(0.4) million and $2.7 million for the years ended December 31, 2016 and 2015, respectively
|
|
0.8
|
|
|
(5.0
|
)
|
|
—
|
|
|||
Total other comprehensive income (loss)
|
|
24.5
|
|
|
(32.7
|
)
|
|
(8.6
|
)
|
|||
Comprehensive (loss) income attributable to Delek
|
|
$
|
(129.2
|
)
|
|
$
|
(13.3
|
)
|
|
$
|
190.0
|
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Other Comprehensive Income
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Non-Controlling Interest in Subsidiaries
|
|
Total Stockholders' Equity
|
||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|||||||||||||||||||||
Balance at
|
December 31, 2013
|
60,229,107
|
|
|
$
|
0.6
|
|
|
$
|
384.5
|
|
|
$
|
(4.0
|
)
|
|
$
|
591.8
|
|
|
(1,000,000
|
)
|
|
$
|
(37.9
|
)
|
|
$
|
185.4
|
|
|
$
|
1,120.4
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
198.6
|
|
|
—
|
|
|
—
|
|
|
27.4
|
|
|
226.0
|
|
||||||||
Unrealized loss on cash flow hedges, net of deferred income tax benefit of $4.0 million and ineffectiveness gain of $6.3 million
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.3
|
)
|
||||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
||||||||
Common stock dividends ($1.00 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59.2
|
)
|
||||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
12.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
13.9
|
|
||||||||
Distribution to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.1
|
)
|
|
(17.1
|
)
|
||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,365,561
|
)
|
|
(74.7
|
)
|
|
—
|
|
|
(74.7
|
)
|
||||||||
Income tax benefit of equity-based compensation expense
|
—
|
|
|
—
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
||||||||
Taxes paid due to the net settlement of equity-based compensation
|
—
|
|
|
—
|
|
|
(5.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.2
|
)
|
||||||||
Exercise of equity-based awards
|
408,418
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||||||
Balance at
|
December 31, 2014
|
60,637,525
|
|
|
$
|
0.6
|
|
|
$
|
395.1
|
|
|
$
|
(12.6
|
)
|
|
$
|
731.2
|
|
|
(3,365,561
|
)
|
|
$
|
(112.6
|
)
|
|
$
|
196.7
|
|
|
$
|
1,198.4
|
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Other Comprehensive Income
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Non-Controlling Interest in Subsidiaries
|
|
Total Stockholders' Equity
|
||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|||||||||||||||||||||
Balance at
|
December 31, 2014
|
60,637,525
|
|
|
$
|
0.6
|
|
|
$
|
395.1
|
|
|
$
|
(12.6
|
)
|
|
$
|
731.2
|
|
|
(3,365,561
|
)
|
|
$
|
(112.6
|
)
|
|
$
|
196.7
|
|
|
$
|
1,198.4
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19.4
|
|
|
—
|
|
|
—
|
|
|
24.3
|
|
|
43.7
|
|
||||||||
Unrealized loss on cash flow hedges, net of income tax benefit of $14.7 million and ineffectiveness loss of $21.5 million
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.4
|
)
|
||||||||
Other comprehensive loss from equity method investments, net of income tax benefit of $2.7 million
|
|
|
|
|
|
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|||||||||||
Foreign currency translation loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
||||||||
Common stock dividends ($0.60 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
(37.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.1
|
)
|
|||||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
15.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
16.8
|
|
||||||||
Distribution to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.9
|
)
|
|
(20.9
|
)
|
||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,444,140
|
)
|
|
(42.2
|
)
|
|
—
|
|
|
(42.2
|
)
|
||||||||
Income tax benefit from equity-based compensation expense
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
||||||||
Stock issued in connection with the Alon Acquisition
|
6,000,000
|
|
|
0.1
|
|
|
230.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230.8
|
|
||||||||
Taxes paid due to the net settlement of equity-based compensation
|
—
|
|
|
—
|
|
|
(4.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.4
|
)
|
||||||||
Exercise of equity-based awards
|
309,196
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
||||||||
Balance at
|
December 31, 2015
|
66,946,721
|
|
|
$
|
0.7
|
|
|
$
|
639.2
|
|
|
$
|
(45.3
|
)
|
|
$
|
713.5
|
|
|
(4,809,701
|
)
|
|
$
|
(154.8
|
)
|
|
$
|
200.6
|
|
|
$
|
1,353.9
|
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Other Comprehensive Income
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Non-Controlling Interest in Subsidiaries
|
|
Total Stockholders' Equity
|
||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|||||||||||||||||||||
Balance at
|
December 31, 2015
|
66,946,721
|
|
|
$
|
0.7
|
|
|
$
|
639.2
|
|
|
$
|
(45.3
|
)
|
|
$
|
713.5
|
|
|
(4,809,701
|
)
|
|
$
|
(154.8
|
)
|
|
$
|
200.6
|
|
|
$
|
1,353.9
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(153.7
|
)
|
|
—
|
|
|
—
|
|
|
20.3
|
|
|
(133.4
|
)
|
||||||||
Net unrealized gain on cash flow hedges, net of income tax expense of $12.7 million and ineffectiveness gain of $3.1 million
|
—
|
|
|
—
|
|
|
—
|
|
|
23.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.5
|
|
||||||||
Other comprehensive income from equity method investments, net of income tax expense of $0.4 million
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||||||
Foreign currency translation gain
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||||
Common stock dividends ($0.60 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.5
|
)
|
||||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
15.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
16.4
|
|
||||||||
Distribution to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.1
|
)
|
|
(24.1
|
)
|
||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(386,090
|
)
|
|
(6.0
|
)
|
|
—
|
|
|
(6.0
|
)
|
||||||||
Repurchase of non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
|
(6.9
|
)
|
||||||||
Income tax expense from equity-based compensation expense
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
||||||||
Taxes due to the net settlement of equity-based compensation
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
||||||||
Exercise of equity-based awards
|
203,631
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Balance at
|
December 31, 2016
|
67,150,352
|
|
|
$
|
0.7
|
|
|
$
|
650.5
|
|
|
$
|
(20.8
|
)
|
|
$
|
522.3
|
|
|
(5,195,791
|
)
|
|
$
|
(160.8
|
)
|
|
$
|
190.6
|
|
|
$
|
1,182.5
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net (loss) income
|
|
$
|
(133.4
|
)
|
|
$
|
43.7
|
|
|
$
|
226.0
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
116.4
|
|
|
106.0
|
|
|
83.2
|
|
|||
Amortization of deferred financing costs and debt discount
|
|
4.4
|
|
|
4.1
|
|
|
3.4
|
|
|||
Accretion of asset retirement obligations
|
|
0.3
|
|
|
0.4
|
|
|
0.3
|
|
|||
Amortization of unfavorable contract liability
|
|
(0.7
|
)
|
|
—
|
|
|
(2.7
|
)
|
|||
Deferred income taxes
|
|
(153.2
|
)
|
|
19.0
|
|
|
35.8
|
|
|||
Loss (income) from equity method investments
|
|
43.4
|
|
|
(2.0
|
)
|
|
—
|
|
|||
Dividends from equity method investments
|
|
20.2
|
|
|
15.1
|
|
|
—
|
|
|||
Loss on disposal of assets
|
|
4.8
|
|
|
0.3
|
|
|
—
|
|
|||
Impairment of fixed assets
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|||
Impairment of equity method investment
|
|
245.3
|
|
|
—
|
|
|
—
|
|
|||
Equity-based compensation expense
|
|
16.4
|
|
|
16.8
|
|
|
13.9
|
|
|||
Income tax benefit of equity-based compensation
|
|
(1.2
|
)
|
|
(1.3
|
)
|
|
(1.8
|
)
|
|||
Income from discontinued operations
|
|
(86.3
|
)
|
|
(6.6
|
)
|
|
(0.7
|
)
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(48.1
|
)
|
|
(36.9
|
)
|
|
52.3
|
|
|||
Inventories and other current assets
|
|
(53.7
|
)
|
|
111.7
|
|
|
209.8
|
|
|||
Market value of derivatives
|
|
44.2
|
|
|
32.9
|
|
|
(59.9
|
)
|
|||
Accounts payable and other current liabilities
|
|
221.0
|
|
|
(74.1
|
)
|
|
(101.5
|
)
|
|||
Obligation under Supply and Offtake Agreement
|
|
12.8
|
|
|
(68.9
|
)
|
|
(130.1
|
)
|
|||
Non-current assets and liabilities, net
|
|
2.3
|
|
|
(18.4
|
)
|
|
(39.1
|
)
|
|||
Cash provided by operating activities - continuing operations
|
|
254.9
|
|
|
144.0
|
|
|
288.9
|
|
|||
Cash provided by operating activities - discontinued operations
|
|
13.3
|
|
|
36.0
|
|
|
40.9
|
|
|||
Net cash provided by operating activities
|
|
268.2
|
|
|
180.0
|
|
|
329.8
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Business combinations
|
|
—
|
|
|
(0.4
|
)
|
|
(33.8
|
)
|
|||
Equity method investment contributions
|
|
(61.6
|
)
|
|
(240.9
|
)
|
|
—
|
|
|||
Purchases of property, plant and equipment
|
|
(46.3
|
)
|
|
(187.7
|
)
|
|
(220.9
|
)
|
|||
Purchase of intangible assets
|
|
(0.7
|
)
|
|
(7.2
|
)
|
|
—
|
|
|||
Proceeds from sales of assets
|
|
0.2
|
|
|
1.2
|
|
|
—
|
|
|||
Cash used in investing activities - continuing operations
|
|
(108.4
|
)
|
|
(435.0
|
)
|
|
(254.7
|
)
|
|||
Cash provided by (used in) investing activities - discontinued operations
|
|
288.9
|
|
|
(25.4
|
)
|
|
(47.6
|
)
|
|||
Net cash provided by (used in) investing activities
|
|
180.5
|
|
|
(460.4
|
)
|
|
(302.3
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from long-term revolvers
|
|
369.0
|
|
|
436.9
|
|
|
788.6
|
|
|||
Payments on long-term revolvers
|
|
(327.9
|
)
|
|
(337.1
|
)
|
|
(694.6
|
)
|
|||
Proceeds from term debt
|
|
40.3
|
|
|
174.6
|
|
|
90.0
|
|
|||
Payments on term debt
|
|
(55.0
|
)
|
|
(77.6
|
)
|
|
(29.6
|
)
|
|||
Proceeds from exercise of stock options
|
|
—
|
|
|
0.2
|
|
|
1.1
|
|
|||
Proceeds from product financing agreements
|
|
56.5
|
|
|
—
|
|
|
—
|
|
|||
Repayments of product financing agreements
|
|
(50.4
|
)
|
|
—
|
|
|
—
|
|
|||
Taxes paid due to the net settlement of equity-based compensation
|
|
(1.5
|
)
|
|
(4.4
|
)
|
|
(5.2
|
)
|
|||
Income tax benefit of equity-based compensation
|
|
1.2
|
|
|
1.3
|
|
|
1.8
|
|
|||
Repurchase of common stock
|
|
(6.0
|
)
|
|
(42.2
|
)
|
|
(74.7
|
)
|
|||
Repurchase of non-controlling interest
|
|
(6.9
|
)
|
|
—
|
|
|
—
|
|
|||
Distribution to non-controlling interest
|
|
(24.1
|
)
|
|
(20.9
|
)
|
|
(17.1
|
)
|
|||
Dividends paid
|
|
(37.5
|
)
|
|
(37.1
|
)
|
|
(59.2
|
)
|
|||
Deferred financing costs paid
|
|
(1.9
|
)
|
|
(2.7
|
)
|
|
(7.7
|
)
|
|||
Cash (used in) provided by financing activities - continuing operations
|
|
(44.2
|
)
|
|
91.0
|
|
|
(6.6
|
)
|
|||
Cash (used in) provided by financing activities - discontinued operations
|
|
(17.5
|
)
|
|
47.5
|
|
|
23.2
|
|
|||
Net cash (used in) provided by financing activities
|
|
(61.7
|
)
|
|
138.5
|
|
|
16.6
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
387.0
|
|
|
(141.9
|
)
|
|
44.1
|
|
|||
Cash and cash equivalents at the beginning of the period
|
|
302.2
|
|
|
444.1
|
|
|
400.0
|
|
|||
Cash and cash equivalents at the end of the period
|
|
689.2
|
|
|
302.2
|
|
|
444.1
|
|
|||
Less cash and cash equivalents of discontinued operations at the end of the period
|
|
—
|
|
|
15.0
|
|
|
14.3
|
|
|||
Cash and cash equivalents of continuing operations at the end of the period
|
|
$
|
689.2
|
|
|
$
|
287.2
|
|
|
$
|
429.8
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
|
||||||
Interest, net of capitalized interest of $0.2 million, $0.6 million and $1.5 million in 2016, 2015 and 2014, respectively
|
|
$
|
51.9
|
|
|
$
|
48.9
|
|
|
$
|
37.1
|
|
Income taxes
|
|
$
|
1.7
|
|
|
$
|
5.1
|
|
|
$
|
111.7
|
|
Non-cash investing activities:
|
|
|
|
|
|
|
||||||
Equity method investments
|
|
$
|
—
|
|
|
$
|
8.8
|
|
|
$
|
—
|
|
(Decrease) increase in accrued capital expenditures
|
|
$
|
(3.7
|
)
|
|
$
|
4.5
|
|
|
$
|
(12.9
|
)
|
Non-cash financing activities:
|
|
|
|
|
|
|
||||||
Stock issued in connection with the Alon Acquisition
|
|
$
|
—
|
|
|
$
|
230.8
|
|
|
$
|
—
|
|
Note payable issued in connection with the Alon Acquisition
|
|
$
|
—
|
|
|
$
|
145.0
|
|
|
$
|
—
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Beginning balance
|
|
$
|
5.3
|
|
|
$
|
4.9
|
|
Liabilities settled
|
|
(0.4
|
)
|
|
—
|
|
||
Accretion expense
|
|
0.3
|
|
|
0.4
|
|
||
Ending balance
|
|
$
|
5.2
|
|
|
$
|
5.3
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Weighted average common shares outstanding
|
|
61,921,787
|
|
|
60,819,771
|
|
|
58,780,947
|
|
Dilutive effect of equity instruments
|
|
—
|
|
|
500,799
|
|
|
574,173
|
|
Weighted average common shares outstanding, assuming dilution
|
|
61,921,787
|
|
|
61,320,570
|
|
|
59,355,120
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Accounts receivable
|
|
19.2
|
|
|
35.0
|
|
||
Accounts receivable from related parties
|
|
2.8
|
|
|
—
|
|
||
Inventory
|
|
8.9
|
|
|
10.5
|
|
||
Other current assets
|
|
1.1
|
|
|
1.6
|
|
||
Property, plant and equipment, net
|
|
251.0
|
|
|
253.8
|
|
||
Equity method investments
|
|
101.1
|
|
|
40.7
|
|
||
Goodwill
|
|
12.2
|
|
|
12.2
|
|
||
Intangible assets, net
|
|
14.4
|
|
|
15.5
|
|
||
Other non-current assets
|
|
4.7
|
|
|
6.0
|
|
||
Total assets
|
|
$
|
415.5
|
|
|
$
|
375.3
|
|
LIABILITIES AND DEFICIT
|
|
|
|
|
||||
Accounts payable
|
|
$
|
10.9
|
|
|
$
|
6.9
|
|
Accounts payable to related parties
|
|
—
|
|
|
4.0
|
|
||
Accrued expenses and other current liabilities
|
|
9.8
|
|
|
9.8
|
|
||
Revolving credit facility
|
|
392.6
|
|
|
351.6
|
|
||
Asset retirement obligations
|
|
3.8
|
|
|
3.5
|
|
||
Other non-current liabilities
|
|
11.7
|
|
|
10.5
|
|
||
Deficit
|
|
(13.3
|
)
|
|
(11.0
|
)
|
||
Total liabilities and deficit
|
|
$
|
415.5
|
|
|
$
|
375.3
|
|
•
|
Delek issued
6,000,000
restricted shares of its common stock, par value
$0.01
per share, to Alon Israel;
|
•
|
Delek issued an unsecured
$145.0 million
term promissory note payable to Alon Israel (the "Alon Israel Note") (See
Note 11
for further information);
|
•
|
Delek paid Alon Israel
$200.0 million
in cash at closing funded with a combination of cash on hand and borrowings under the Lion Term Loan (as defined in
Note 11
); and
|
•
|
Delek agreed to pay Alon Israel
$5.0 million
of additional consideration, to be paid ratably in annual installments over a period of five years.
|
Balance Sheet Information
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Current assets
|
|
$
|
486.2
|
|
|
$
|
504.6
|
|
Non-current assets
|
|
1,624.0
|
|
|
1,671.5
|
|
||
Current liabilities
|
|
445.5
|
|
|
425.9
|
|
||
Non-current liabilities
|
|
1,082.2
|
|
|
1,086.1
|
|
||
Non-controlling interests
|
|
61.3
|
|
|
25.0
|
|
Income Statement Information
|
|
Year Ended December 31, 2016
|
|
Period from May 14, 2015 through December 31, 2015
|
||||
Revenue
|
|
$
|
3,913.4
|
|
|
$
|
2,620.0
|
|
Gross profit
|
|
536.6
|
|
|
504.6
|
|
||
Pre-tax (loss) income
|
|
(126.6
|
)
|
|
50.8
|
|
||
Net (loss) income
|
|
(79.8
|
)
|
|
25.7
|
|
||
Net (loss) income attributable to Alon USA
|
|
(82.8
|
)
|
|
8.6
|
|
|
|
December 31, 2015
|
||
Assets held for sale:
|
|
|
||
Cash and cash equivalents
|
|
$
|
15.0
|
|
Accounts receivable
|
|
15.6
|
|
|
Inventory
|
|
36.6
|
|
|
Other current assets
|
|
2.9
|
|
|
Total current assets
|
|
70.1
|
|
|
Property, plant & equipment, net of accumulated depreciation of $209.5 million as of December 31, 2015
|
|
343.7
|
|
|
Goodwill
|
|
62.2
|
|
|
Other non-current assets
|
|
2.8
|
|
|
Total non-current assets
|
|
$
|
408.7
|
|
Assets held for sale
|
|
$
|
478.8
|
|
Liabilities associated with assets held for sale:
|
|
|
||
Accounts payable
|
|
$
|
32.9
|
|
Current portion of long-term debt
|
|
1.3
|
|
|
Accrued expenses and other current liabilities
|
|
24.2
|
|
|
Total current liabilities
|
|
58.4
|
|
|
Long-term debt and capital lease obligations, net of current portion
|
|
169.2
|
|
|
Asset retirement obligations
|
|
4.4
|
|
|
Deferred tax liabilities
|
|
59.3
|
|
|
Other non-current liabilities
|
|
11.5
|
|
|
Total non-current liabilities
|
|
$
|
244.4
|
|
Liabilities associated with assets held for sale
|
|
$
|
302.8
|
|
|
|
Year Ended
|
||||||||||
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
Revenue
|
|
$
|
1,216.3
|
|
|
$
|
1,495.1
|
|
|
$
|
1,870.9
|
|
Cost of goods sold
|
|
(1,041.2
|
)
|
|
(1,293.8
|
)
|
|
(1,666.6
|
)
|
|||
Operating expenses
|
|
(116.4
|
)
|
|
(136.3
|
)
|
|
(141.2
|
)
|
|||
General and administrative expenses
|
|
(21.8
|
)
|
|
(25.5
|
)
|
|
(28.2
|
)
|
|||
Depreciation and amortization
|
|
(20.4
|
)
|
|
(28.0
|
)
|
|
(28.3
|
)
|
|||
Other operating income, net
|
|
—
|
|
|
0.4
|
|
|
1.1
|
|
|||
Interest expense
|
|
(6.4
|
)
|
|
(6.2
|
)
|
|
(7.1
|
)
|
|||
Gain on sale of Retail Entities
|
|
134.1
|
|
|
—
|
|
|
—
|
|
|||
Income from discontinued operations before taxes
|
|
144.2
|
|
|
5.7
|
|
|
0.6
|
|
|||
Income tax expense (benefit)
|
|
57.9
|
|
|
(0.9
|
)
|
|
(0.1
|
)
|
|||
Income from discontinued operations, net of tax
|
|
$
|
86.3
|
|
|
$
|
6.6
|
|
|
$
|
0.7
|
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Refinery raw materials and supplies
|
|
$
|
145.6
|
|
|
$
|
85.9
|
|
Refinery work in process
|
|
37.6
|
|
|
27.8
|
|
||
Refinery finished goods
|
|
200.3
|
|
|
146.8
|
|
||
Logistics refined products
|
|
8.9
|
|
|
10.5
|
|
||
Total inventories
|
|
$
|
392.4
|
|
|
$
|
271.0
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Land
|
|
$
|
12.4
|
|
|
$
|
12.1
|
|
Building and building improvements
|
|
32.1
|
|
|
30.2
|
|
||
Refinery machinery and equipment
|
|
982.5
|
|
|
970.9
|
|
||
Pipelines and terminals
|
|
302.5
|
|
|
266.2
|
|
||
Site improvements
|
|
10.7
|
|
|
10.1
|
|
||
Refinery turnaround costs
|
|
124.2
|
|
|
123.9
|
|
||
Other equipment
|
|
89.1
|
|
|
64.5
|
|
||
Construction in progress
|
|
34.1
|
|
|
69.0
|
|
||
|
|
1,587.6
|
|
|
1,546.9
|
|
||
Less: accumulated depreciation
|
|
(484.3
|
)
|
|
(369.5
|
)
|
||
|
|
$
|
1,103.3
|
|
|
$
|
1,177.4
|
|
|
|
As of and For the Year Ended December 31, 2016
|
||||||||||||||
|
|
Refining
|
|
Logistics
|
|
Corporate,
Other and Eliminations |
|
Consolidated
|
||||||||
Property, plant and equipment
|
|
$
|
1,202.9
|
|
|
$
|
342.4
|
|
|
$
|
42.3
|
|
|
$
|
1,587.6
|
|
Less: Accumulated depreciation
|
|
(370.0
|
)
|
|
(91.4
|
)
|
|
(22.9
|
)
|
|
(484.3
|
)
|
||||
Property, plant and equipment, net
|
|
$
|
832.9
|
|
|
$
|
251.0
|
|
|
$
|
19.4
|
|
|
$
|
1,103.3
|
|
Depreciation expense
|
|
$
|
88.0
|
|
|
$
|
19.7
|
|
|
$
|
7.4
|
|
|
$
|
115.1
|
|
|
|
As of and For the Year Ended December 31, 2015
|
||||||||||||||
|
|
Refining
|
|
Logistics
|
|
Corporate,
Other and Eliminations |
|
Consolidated
|
||||||||
Property, plant and equipment
|
|
$
|
1,185.1
|
|
|
$
|
325.6
|
|
|
$
|
36.2
|
|
|
$
|
1,546.9
|
|
Less: Accumulated depreciation
|
|
(282.0
|
)
|
|
(71.8
|
)
|
|
(15.7
|
)
|
|
(369.5
|
)
|
||||
Property, plant and equipment, net
|
|
$
|
903.1
|
|
|
$
|
253.8
|
|
|
$
|
20.5
|
|
|
$
|
1,177.4
|
|
Depreciation expense
|
|
$
|
80.2
|
|
|
$
|
18.6
|
|
|
$
|
5.0
|
|
|
$
|
103.8
|
|
|
|
|
Total
|
||
Balance,
|
December 31, 2013
|
|
$
|
11.7
|
|
Acquisitions
|
|
—
|
|
||
Balance,
|
December 31, 2014
|
|
11.7
|
|
|
Acquisitions
|
|
0.5
|
|
||
Balance,
|
December 31, 2015
|
|
12.2
|
|
|
Acquisitions
|
|
—
|
|
||
Balance,
|
December 31, 2016
|
|
$
|
12.2
|
|
As of December 31, 2016
|
|
Useful Life
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|||||||
Intangible Assets subject to amortization:
|
|
|
|
|
|
|
|
|
|||||||
Supply contract
|
|
11.5 years
|
|
$
|
12.2
|
|
|
$
|
(11.0
|
)
|
|
$
|
1.2
|
|
|
Capacity contract
|
|
8 years
|
|
9.3
|
|
|
(9.0
|
)
|
|
0.3
|
|
||||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|||||||
Rights-of-way
|
|
Indefinite
|
|
17.3
|
|
|
|
|
17.3
|
|
|||||
Line space history
|
|
Indefinite
|
|
$
|
7.9
|
|
|
|
|
7.9
|
|
||||
Total
|
|
|
|
$
|
46.7
|
|
|
$
|
(20.0
|
)
|
|
$
|
26.7
|
|
As of December 31, 2015
|
|
Useful Life
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|||||||
Intangible Assets subject to amortization:
|
|
|
|
|
|
|
|
|
|||||||
Supply contract
|
|
11.5 years
|
|
$
|
12.2
|
|
|
$
|
(10.0
|
)
|
|
$
|
2.2
|
|
|
Capacity contract
|
|
8 years
|
|
9.3
|
|
|
(8.7
|
)
|
|
0.6
|
|
||||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|||||||
Rights-of-way
|
|
Indefinite
|
|
17.3
|
|
|
|
|
17.3
|
|
|||||
Line space history
|
|
Indefinite
|
|
7.2
|
|
|
|
|
7.2
|
|
|||||
Total
|
|
|
|
$
|
46.0
|
|
|
$
|
(18.7
|
)
|
|
$
|
27.3
|
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
DKL Revolver
|
|
$
|
392.6
|
|
|
$
|
351.6
|
|
Wells Term Loan
(1)
|
|
63.6
|
|
|
40.6
|
|
||
Reliant Bank Revolver
|
|
17.0
|
|
|
17.0
|
|
||
Promissory Notes
|
|
130.0
|
|
|
140.0
|
|
||
Lion Term Loan Facility
(2)
|
|
229.7
|
|
|
256.0
|
|
||
|
|
832.9
|
|
|
805.2
|
|
||
Less: Current portion of long-term debt and notes payable
|
|
84.4
|
|
|
93.9
|
|
||
|
|
$
|
748.5
|
|
|
$
|
711.3
|
|
(1)
|
The Wells Term Loan is net of deferred financing costs of
$0.1 million
and
$0.2 million
as of
December 31, 2016
and
2015
, respectively, and debt discount of
$0.5 million
at
December 31, 2016
. There were
no
debt discounts associated with the Wells Term Loan as of December 31, 2015.
|
(2)
|
The Lion Term Loan Facility is net of deferred financing cost of
$3.0 million
and
$3.8 million
, respectively, and debt discount of
$1.1 million
and
$1.4 million
, respectively, at
December 31, 2016
and
2015
.
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
DKL Revolver
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
392.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
392.6
|
|
Wells Term Loan
|
|
23.3
|
|
|
23.3
|
|
|
17.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64.2
|
|
|||||||
Reliant Bank Revolver
|
|
—
|
|
|
17.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.0
|
|
|||||||
Promissory Notes
|
|
35.0
|
|
|
25.0
|
|
|
25.0
|
|
|
25.0
|
|
|
20.0
|
|
|
—
|
|
|
130.0
|
|
|||||||
Lion Term Loan Facility
|
|
27.5
|
|
|
27.5
|
|
|
27.5
|
|
|
151.3
|
|
|
—
|
|
|
—
|
|
|
233.8
|
|
|||||||
Total
|
|
$
|
85.8
|
|
|
$
|
92.8
|
|
|
$
|
462.7
|
|
|
$
|
176.3
|
|
|
$
|
20.0
|
|
|
$
|
—
|
|
|
$
|
837.6
|
|
Other Current Assets
|
December 31,
2016 |
|
December 31,
2015 |
||||
Prepaid expenses
|
$
|
14.0
|
|
|
$
|
9.7
|
|
Short-term derivative assets (see Note 16)
|
6.8
|
|
|
30.7
|
|
||
Income and other tax receivables
|
19.2
|
|
|
86.6
|
|
||
RINs Obligation surplus (see Note 15)
|
10.2
|
|
|
12.9
|
|
||
Other
|
4.4
|
|
|
2.7
|
|
||
Total
|
$
|
54.6
|
|
|
$
|
142.6
|
|
Other Non-Current Assets
|
December 31,
2016 |
|
December 31,
2015 |
||||
Prepaid tax asset
|
$
|
59.5
|
|
|
$
|
65.7
|
|
Deferred financing costs
|
8.2
|
|
|
9.4
|
|
||
Long-term income tax receivables
|
7.5
|
|
|
3.0
|
|
||
Supply and Offtake receivable
|
—
|
|
|
20.2
|
|
||
Other
|
5.5
|
|
|
7.0
|
|
||
Total
|
$
|
80.7
|
|
|
$
|
105.3
|
|
Accrued Expenses and Other Current Liabilities
|
December 31,
2016 |
|
December 31,
2015 |
||||
Income and other taxes payable
|
$
|
115.7
|
|
|
$
|
50.6
|
|
Short-term derivative liabilities (see Note 16)
|
26.1
|
|
|
10.2
|
|
||
Interest payable
|
9.6
|
|
|
7.7
|
|
||
Employee costs
|
7.3
|
|
|
6.1
|
|
||
Environmental liabilities (see Note 18)
|
1.0
|
|
|
0.9
|
|
||
Product financing agreements
|
6.0
|
|
|
—
|
|
||
RINs Obligation deficit (see Note 15)
|
30.9
|
|
|
22.0
|
|
||
Other
|
38.5
|
|
|
13.2
|
|
||
Total
|
$
|
235.1
|
|
|
$
|
110.7
|
|
Other Non-Current Liabilities
|
December 31,
2016 |
|
December 31,
2015 |
||||
Long-term derivative liabilities (see Note 16)
|
$
|
17.3
|
|
|
$
|
48.9
|
|
Other
|
8.7
|
|
|
4.9
|
|
||
Total
|
$
|
26.0
|
|
|
$
|
53.8
|
|
|
|
2016 Grants
|
|
2015 Grants
|
|
2014 Grants
|
||||||
|
|
(Graded Vesting)
|
|
(Graded Vesting)
|
|
(Graded Vesting)
|
||||||
|
|
4 years
|
|
4 years
|
|
4 years
|
||||||
Expected volatility
|
|
51.31%-54.12%
|
|
|
48.94%-52.15%
|
|
|
50.15%-52.63%
|
|
|||
Dividend yield
|
|
1.84%-3.72%
|
|
|
2.01%-2.49%
|
|
|
2.54%-2.74%
|
|
|||
Expected term
|
|
4.75-4.87 years
|
|
|
4.69-4.87 years
|
|
|
4.54-6.25 years
|
|
|||
Risk free rate
|
|
0.18%-2.47%
|
|
|
0.01%-2.50%
|
|
|
0.01%-2.96%
|
|
|||
Fair value per share
|
|
$
|
5.67
|
|
|
$
|
11.72
|
|
|
$
|
10.67
|
|
|
|
Number of Options
|
|
Weighted-Average Strike Price
|
|
Weighted-Average Contractual Term (in years)
|
|
Average Intrinsic Value
(in millions) |
|||||
Options outstanding, December 31, 2013
|
2,387,930
|
|
|
$
|
22.04
|
|
|
|
|
|
|||
Granted
|
|
1,006,100
|
|
|
$
|
30.18
|
|
|
|
|
|
||
Exercised
|
|
(390,753
|
)
|
|
$
|
14.27
|
|
|
|
|
|
||
Forfeited
|
|
(306,691
|
)
|
|
$
|
27.02
|
|
|
|
|
|
||
Options and SARs outstanding, December 31, 2014
|
2,696,586
|
|
|
$
|
25.61
|
|
|
|
|
|
|||
Granted
|
|
953,850
|
|
|
$
|
34.42
|
|
|
|
|
|
||
Exercised
|
|
(344,193
|
)
|
|
$
|
18.89
|
|
|
|
|
|
||
Forfeited
|
|
(274,100
|
)
|
|
$
|
31.64
|
|
|
|
|
|
||
Options and SARs outstanding, December 31, 2015
|
3,032,143
|
|
|
$
|
28.60
|
|
|
|
|
|
|||
Granted
|
|
347,800
|
|
|
$
|
16.26
|
|
|
|
|
|
||
Exercised
|
|
(68,510
|
)
|
|
$
|
14.69
|
|
|
|
|
|
||
Forfeited
|
|
(743,050
|
)
|
|
$
|
31.17
|
|
|
|
|
|
||
Options and SARs outstanding, December 31, 2016
|
2,568,383
|
|
|
$
|
26.56
|
|
|
7.2
|
|
$
|
1.9
|
|
|
Vested options and SARs exercisable, December 31, 2016
|
917,123
|
|
|
$
|
12.96
|
|
|
4.8
|
|
$
|
10.2
|
|
|
2016 Grants
|
|
2015 Grants
|
||||
Expected volatility
|
41.77
|
%
|
|
37.19%-39.18%
|
|
||
Expected term
|
2.81
|
|
|
2.56-2.81
|
|
||
Risk free rate
|
1.08
|
%
|
|
0.97%-1.02%
|
|
||
Fair value per share
|
$
|
14.31
|
|
|
$
|
52.17
|
|
|
|
Number of RSUs
|
|
Weighted-Average Grant Date Price
|
|||
Balance
|
December 31, 2013
|
512,669
|
|
|
$
|
18.21
|
|
Granted
|
|
145,452
|
|
|
$
|
32.41
|
|
Vested
|
|
(241,122
|
)
|
|
$
|
18.17
|
|
Balance
|
December 31, 2014
|
416,999
|
|
|
$
|
23.19
|
|
Granted
|
|
192,679
|
|
|
$
|
41.23
|
|
Vested
|
|
(221,687
|
)
|
|
$
|
20.61
|
|
Forfeited
|
|
(3,424
|
)
|
|
$
|
36.53
|
|
Balance
|
December 31, 2015
|
384,567
|
|
|
$
|
33.60
|
|
Granted
|
|
858,296
|
|
|
$
|
12.94
|
|
Vested
|
|
(246,657
|
)
|
|
$
|
21.17
|
|
Forfeited
|
|
(114,393
|
)
|
|
$
|
17.23
|
|
Balance
|
December 31, 2016
|
881,813
|
|
|
$
|
19.08
|
|
|
|
As of and For the Year Ended December 31, 2016
|
||||||||||||||
(In millions)
|
|
Refining
|
|
Logistics
|
|
Corporate,
Other and Eliminations |
|
Consolidated
|
||||||||
Net sales (excluding intercompany fees and sales)
|
|
$
|
3,605.1
|
|
|
$
|
301.3
|
|
|
$
|
(0.6
|
)
|
|
$
|
3,905.8
|
|
Intercompany fees and sales
(1)
|
|
318.1
|
|
|
146.8
|
|
|
(172.8
|
)
|
|
292.1
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
3,658.8
|
|
|
302.2
|
|
|
(148.1
|
)
|
|
3,812.9
|
|
||||
Operating expenses
|
|
212.4
|
|
|
37.2
|
|
|
(0.3
|
)
|
|
249.3
|
|
||||
Insurance proceeds — business interruption
|
|
(42.4
|
)
|
|
—
|
|
|
—
|
|
|
(42.4
|
)
|
||||
Segment contribution margin
|
|
$
|
94.4
|
|
|
$
|
108.7
|
|
|
$
|
(25.0
|
)
|
|
178.1
|
|
|
General and administrative expenses
|
|
|
|
|
|
|
|
106.1
|
|
|||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
116.4
|
|
|||||||
Other operating expense
|
|
|
|
|
|
|
|
4.8
|
|
|||||||
Operating loss
|
|
|
|
|
|
|
|
$
|
(49.2
|
)
|
||||||
Total assets
|
|
$
|
1,947.9
|
|
|
$
|
415.5
|
|
|
$
|
621.7
|
|
|
$
|
2,985.1
|
|
Capital spending (excluding business combinations)
(3)
|
|
$
|
27.9
|
|
|
$
|
11.8
|
|
|
$
|
6.6
|
|
|
$
|
46.3
|
|
|
|
As of and For the Year Ended December 31, 2015
|
||||||||||||||
(In millions)
|
|
Refining
|
|
Logistics
|
|
Corporate,
Other and Eliminations (4) |
|
Consolidated
|
||||||||
Net sales (excluding intercompany fees and sales)
|
|
$
|
3,820.8
|
|
|
$
|
447.0
|
|
|
$
|
2.7
|
|
|
$
|
4,270.5
|
|
Intercompany fees and sales
(1)
|
|
619.4
|
|
|
142.7
|
|
|
(250.6
|
)
|
|
511.5
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
4,022.2
|
|
|
436.3
|
|
|
(221.6
|
)
|
|
4,236.9
|
|
||||
Operating expenses
|
|
225.4
|
|
|
44.9
|
|
|
—
|
|
|
270.3
|
|
||||
Segment contribution margin
|
|
$
|
192.6
|
|
|
$
|
108.5
|
|
|
$
|
(26.3
|
)
|
|
274.8
|
|
|
General and administrative expenses
|
|
|
|
|
|
|
|
100.6
|
|
|||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
106.0
|
|
|||||||
Other operating income
|
|
|
|
|
|
|
|
(0.5
|
)
|
|||||||
Operating income
|
|
|
|
|
|
|
|
$
|
68.7
|
|
||||||
Total assets
(2)
|
|
$
|
1,895.7
|
|
|
$
|
375.3
|
|
|
$
|
1,053.9
|
|
|
$
|
3,324.9
|
|
Capital spending (excluding business combinations)
(3)
|
|
$
|
164.5
|
|
|
$
|
18.6
|
|
|
$
|
7.9
|
|
|
$
|
191.0
|
|
|
|
As of and For the Year Ended December 31, 2014
|
||||||||||||||
(In millions)
|
|
Refining
|
|
Logistics
|
|
Corporate,
Other and Eliminations (4) |
|
Consolidated
|
||||||||
Net sales (excluding intercompany fees and sales)
|
|
$
|
5,728.4
|
|
|
$
|
726.7
|
|
|
$
|
(0.6
|
)
|
|
$
|
6,454.5
|
|
Intercompany fees and sales
(1)
|
|
622.1
|
|
|
114.6
|
|
|
(172.0
|
)
|
|
564.7
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
5,664.8
|
|
|
697.2
|
|
|
(148.7
|
)
|
|
6,213.3
|
|
||||
Operating expenses
|
|
221.0
|
|
|
39.5
|
|
|
(1.8
|
)
|
|
258.7
|
|
||||
Segment contribution margin
|
|
$
|
464.7
|
|
|
$
|
104.6
|
|
|
$
|
(22.1
|
)
|
|
547.2
|
|
|
General and administrative expenses
|
|
|
|
|
|
|
|
105.2
|
|
|||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
83.2
|
|
|||||||
Other operating expense, net
|
|
|
|
|
|
|
|
0.1
|
|
|||||||
Operating income
|
|
|
|
|
|
|
|
$
|
358.7
|
|
||||||
Capital spending (excluding business combinations)
(3)
|
|
$
|
199.1
|
|
|
$
|
9.2
|
|
|
$
|
5.3
|
|
|
$
|
213.6
|
|
(1)
|
Intercompany fees and sales for the refining segment include revenues of
$292.1 million
,
$511.5 million
and
$564.7 million
during the years ended
December 31, 2016
,
2015
and
2014
, respectively, to the Retail Entities, the operations of which are reported in discontinued operations.
|
(2)
|
Assets held for sale of
$478.8 million
are included in corporate, other and eliminations as of
December 31, 2015
.
|
(3)
|
Capital spending excludes capital spending associated with the Retail Entities of
$14.4 million
,
$27.6 million
and
$43.3 million
during the years ended
December 31, 2016
,
2015
and
2014
, respectively.
|
(4)
|
Corporate, other and eliminations segment operating results for the years ended
December 31, 2015
and
2014
have been restated to reflect the reclassification of the Retail Entities to discontinued operations.
|
|
|
As of December 31, 2016
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
OTC commodity swaps
|
|
$
|
—
|
|
|
$
|
53.1
|
|
|
$
|
—
|
|
|
$
|
53.1
|
|
RINs Obligation surplus
|
|
—
|
|
|
10.2
|
|
|
—
|
|
|
10.2
|
|
||||
Total assets
|
|
—
|
|
|
63.3
|
|
|
—
|
|
|
63.3
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
OTC commodity swaps
|
|
—
|
|
|
(103.6
|
)
|
|
—
|
|
|
(103.6
|
)
|
||||
RIN commitment contracts
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
||||
RINs Obligation deficit
|
|
—
|
|
|
(30.9
|
)
|
|
—
|
|
|
(30.9
|
)
|
||||
J. Aron step-out liability
|
|
—
|
|
|
(144.8
|
)
|
|
—
|
|
|
(144.8
|
)
|
||||
Total liabilities
|
|
—
|
|
|
(280.1
|
)
|
|
—
|
|
|
(280.1
|
)
|
||||
Net liabilities
|
|
$
|
—
|
|
|
$
|
(216.8
|
)
|
|
$
|
—
|
|
|
$
|
(216.8
|
)
|
|
|
As of December 31, 2015
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
OTC commodity swaps
|
|
$
|
—
|
|
|
$
|
295.2
|
|
|
$
|
—
|
|
|
$
|
295.2
|
|
RINs Obligation surplus
|
|
—
|
|
|
12.9
|
|
|
—
|
|
|
12.9
|
|
||||
Total assets
|
|
—
|
|
|
308.1
|
|
|
—
|
|
|
308.1
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
OTC commodity swaps
|
|
—
|
|
|
(347.5
|
)
|
|
—
|
|
|
(347.5
|
)
|
||||
RINs Obligation deficit
|
|
—
|
|
|
(22.0
|
)
|
|
—
|
|
|
(22.0
|
)
|
||||
J. Aron step-out liability
|
|
—
|
|
|
(132.0
|
)
|
|
—
|
|
|
(132.0
|
)
|
||||
Total liabilities
|
|
—
|
|
|
(501.5
|
)
|
|
—
|
|
|
(501.5
|
)
|
||||
Net liabilities
|
|
$
|
—
|
|
|
$
|
(193.4
|
)
|
|
$
|
—
|
|
|
$
|
(193.4
|
)
|
•
|
limiting the exposure to price fluctuations of commodity inventory above or below target levels at each of our segments;
|
•
|
managing our exposure to commodity price risk associated with the purchase or sale of crude oil, feedstocks and finished grade fuel products at each of our segments;
|
•
|
manage the cost of our RINs Obligation using future commitments to purchase or sell RINs at fixed prices and quantities; and
|
•
|
limiting the exposure to interest rate fluctuations on our floating rate borrowings.
|
(1)
|
As of
December 31, 2016
and
2015
, we had open derivative positions representing
9,348,000
and
6,413,150
barrels, respectively, of crude oil and refined petroleum products. Of these open positions, contracts representing
3,392,000
and
3,324,400
barrels were designated as hedging instruments as of
December 31, 2016
and
2015
, respectively.
|
(2)
|
As of
December 31, 2016
, we had open RIN commitment contracts representing
36,750,000
RINs. We did not have any open RIN commitment contracts as of
December 31, 2015
.
|
(3)
|
As of
December 31, 2016
and
2015
,
$14.7 million
and
$23.9 million
, respectively, of cash collateral held by counterparties has been netted with the derivatives with each counterparty.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
(Losses) gains on derivatives not designated as hedging instruments
|
|
$
|
(21.7
|
)
|
|
$
|
10.6
|
|
|
$
|
102.8
|
|
Realized (losses) gains reclassified out of OCI on derivatives designated as cash flow hedging instruments
|
|
(27.8
|
)
|
|
0.7
|
|
|
22.6
|
|
|||
Gains (losses) recognized due to cash flow hedging ineffectiveness
|
|
3.1
|
|
|
(21.5
|
)
|
|
6.3
|
|
|||
Total
|
|
$
|
(46.4
|
)
|
|
$
|
(10.2
|
)
|
|
$
|
131.7
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Non-Current Deferred Taxes:
|
|
|
|
||||
Property, plant and equipment, and intangibles
|
(214.2
|
)
|
|
(216.3
|
)
|
||
Partnership and equity investments
|
105.0
|
|
|
(7.6
|
)
|
||
Deferred revenues
|
(8.4
|
)
|
|
(12.3
|
)
|
||
Derivatives and hedging
|
18.8
|
|
|
19.8
|
|
||
Compensation and employee benefits
|
9.8
|
|
|
6.2
|
|
||
Net operating loss carryforwards
|
5.3
|
|
|
2.3
|
|
||
Reserves and accruals
|
7.1
|
|
|
4.7
|
|
||
Inventories
|
7.7
|
|
|
19.1
|
|
||
Valuation allowance
|
(7.3
|
)
|
|
(4.5
|
)
|
||
Total non-current deferred tax liabilities
|
(76.2
|
)
|
|
(188.6
|
)
|
||
Total net deferred tax liabilities
|
$
|
(76.2
|
)
|
|
$
|
(188.6
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Provision for federal income taxes at statutory rate
|
$
|
(137.0
|
)
|
|
$
|
7.5
|
|
|
$
|
114.4
|
|
State income taxes, net of federal tax provision
|
(10.2
|
)
|
|
2.4
|
|
|
6.6
|
|
|||
Non-controlling interest
|
(7.1
|
)
|
|
(8.4
|
)
|
|
(9.6
|
)
|
|||
Tax credits and incentives
|
(9.7
|
)
|
|
(10.7
|
)
|
|
(4.0
|
)
|
|||
Dividends received deduction
|
(5.7
|
)
|
|
(4.2
|
)
|
|
—
|
|
|||
Executive compensation limitation
|
0.3
|
|
|
1.0
|
|
|
0.4
|
|
|||
Amortization - prepaid taxes
|
(3.5
|
)
|
|
(4.1
|
)
|
|
(1.5
|
)
|
|||
Other items
|
1.4
|
|
|
0.7
|
|
|
(4.7
|
)
|
|||
Income tax (benefit) expense
|
$
|
(171.5
|
)
|
|
$
|
(15.8
|
)
|
|
$
|
101.6
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at the beginning of the year
|
$
|
0.2
|
|
|
$
|
2.7
|
|
|
$
|
0.3
|
|
Additions based on tax positions related to current year
|
1.5
|
|
|
—
|
|
|
—
|
|
|||
Additions for tax positions related to prior years
|
—
|
|
|
—
|
|
|
2.6
|
|
|||
Reductions for tax positions related to prior years
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|||
Reductions for tax positions related to the lapse of applicable statute of limitations
|
—
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||
Balance at the end of the year
|
$
|
1.7
|
|
|
$
|
0.2
|
|
|
$
|
2.7
|
|
2017
|
|
$
|
22.9
|
|
2018
|
|
19.4
|
|
|
2019
|
|
5.7
|
|
|
2020
|
|
3.1
|
|
|
2021
|
|
1.8
|
|
|
Thereafter
|
|
2.8
|
|
|
Total future minimum rentals
|
|
$
|
55.7
|
|
|
|
For the Three Month Periods Ended
|
||||||||||||||
|
|
March 31, 2016
|
|
June 30, 2016
|
|
September 30, 2016
|
|
December 31, 2016
|
||||||||
Net sales
|
|
$
|
886.1
|
|
|
$
|
1,147.3
|
|
|
$
|
1,079.9
|
|
|
$
|
1,084.6
|
|
Operating (loss) income
|
|
$
|
(13.6
|
)
|
|
$
|
11.3
|
|
|
$
|
(2.8
|
)
|
|
$
|
(44.1
|
)
|
Net (loss) income from continuing operations
|
|
$
|
(21.5
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
(163.7
|
)
|
|
$
|
(32.0
|
)
|
Net (loss) income attributable to Delek
|
|
$
|
(29.2
|
)
|
|
$
|
(7.0
|
)
|
|
$
|
(161.7
|
)
|
|
$
|
44.2
|
|
Basic (loss) earnings per share from continuing operations
|
|
$
|
(0.43
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(2.71
|
)
|
|
$
|
(0.59
|
)
|
Diluted (loss) earnings per share from continuing operations
|
|
$
|
(0.43
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(2.71
|
)
|
|
$
|
(0.59
|
)
|
|
|
For the Three Month Periods Ended
|
||||||||||||||
|
|
March 31, 2015
|
|
June 30, 2015
|
|
September 30, 2015
|
|
December 31, 2015
|
||||||||
Net sales
|
|
$
|
931.2
|
|
|
$
|
1,434.3
|
|
|
$
|
1,293.5
|
|
|
$
|
1,123.0
|
|
Operating (loss) income
|
|
$
|
(7.1
|
)
|
|
$
|
78.5
|
|
|
$
|
14.0
|
|
|
$
|
(16.7
|
)
|
Net (loss) income from continuing operations
|
|
$
|
(9.0
|
)
|
|
$
|
55.5
|
|
|
$
|
17.1
|
|
|
$
|
(26.5
|
)
|
Net (loss) income attributable to Delek
|
|
$
|
(16.1
|
)
|
|
$
|
48.3
|
|
|
$
|
18.7
|
|
|
$
|
(31.5
|
)
|
Basic (loss) earnings per share from continuing operations
|
|
$
|
(0.25
|
)
|
|
$
|
0.81
|
|
|
$
|
0.16
|
|
|
$
|
(0.52
|
)
|
Diluted (loss) earnings per share from continuing operations
|
|
$
|
(0.25
|
)
|
|
$
|
0.80
|
|
|
$
|
0.16
|
|
|
$
|
(0.52
|
)
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
536.1
|
|
|
$
|
138.4
|
|
Accounts receivable
|
|
4.7
|
|
|
1.6
|
|
||
Interest receivable from subsidiaries
|
|
9.0
|
|
|
7.3
|
|
||
Income tax receivable from subsidiaries
|
|
17.1
|
|
|
—
|
|
||
Other current assets
|
|
17.1
|
|
|
73.9
|
|
||
Total current assets
|
|
584.0
|
|
|
221.2
|
|
||
Property, plant and equipment:
|
|
|
|
|
||||
Property, plant and equipment
|
|
41.0
|
|
|
35.4
|
|
||
Less: accumulated depreciation
|
|
(22.8
|
)
|
|
(15.3
|
)
|
||
Property, plant and equipment, net
|
|
18.2
|
|
|
20.1
|
|
||
Notes receivable from related parties
|
|
38.6
|
|
|
33.6
|
|
||
Equity method investment
|
|
259.0
|
|
|
564.5
|
|
||
Investment in subsidiaries
|
|
539.4
|
|
|
798.0
|
|
||
Deferred tax asset
|
|
191.4
|
|
|
76.8
|
|
||
Other non-current assets
|
|
7.6
|
|
|
3.1
|
|
||
Total assets
|
|
$
|
1,638.2
|
|
|
$
|
1,717.3
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
19.0
|
|
|
$
|
7.6
|
|
Accounts payable to subsidiaries
|
|
71.4
|
|
|
69.0
|
|
||
Income tax payable
|
|
57.7
|
|
|
—
|
|
||
Income tax payable to subsidiaries
|
|
—
|
|
|
5.6
|
|
||
Interest payable to subsidiaries
|
|
47.6
|
|
|
30.5
|
|
||
Current portion of long-term debt
|
|
25.0
|
|
|
17.0
|
|
||
Accrued expenses and other current liabilities
|
|
36.8
|
|
|
19.2
|
|
||
Total current liabilities
|
|
257.5
|
|
|
148.9
|
|
||
Non-current liabilities:
|
|
|
|
|
||||
Long-term debt, net of current portion
|
|
112.0
|
|
|
120.0
|
|
||
Notes payable to subsidiaries
|
|
253.4
|
|
|
242.0
|
|
||
Other non-current liabilities
|
|
23.4
|
|
|
53.1
|
|
||
Total non-current liabilities
|
|
388.8
|
|
|
415.1
|
|
||
Shareholders’ equity:
|
|
|
|
|
||||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 110,000,000 shares authorized, 67,150,352 shares and 66,946,721 shares issued at December 31, 2016 and December 31, 2015, respectively
|
|
0.7
|
|
|
0.7
|
|
||
Additional paid-in capital
|
|
650.5
|
|
|
639.2
|
|
||
Accumulated other comprehensive loss
|
|
(20.8
|
)
|
|
(45.3
|
)
|
||
Treasury stock, 5,195,791 shares and 4,809,701 shares, at cost, as of December 31, 2016 and December 31, 2015, respectively
|
|
(160.8
|
)
|
|
(154.8
|
)
|
||
Retained earnings
|
|
522.3
|
|
|
713.5
|
|
||
Total shareholders’ equity
|
|
991.9
|
|
|
1,153.3
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
1,638.2
|
|
|
$
|
1,717.3
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
53.0
|
|
|
31.6
|
|
|
(81.1
|
)
|
|||
General and administrative expenses
|
|
53.9
|
|
|
52.6
|
|
|
50.9
|
|
|||
Depreciation and amortization
|
|
7.6
|
|
|
6.0
|
|
|
4.9
|
|
|||
Total operating costs and expenses
|
|
114.5
|
|
|
90.2
|
|
|
(25.3
|
)
|
|||
Operating (loss) income
|
|
(114.5
|
)
|
|
(90.2
|
)
|
|
25.3
|
|
|||
Interest expense
|
|
7.6
|
|
|
6.0
|
|
|
0.6
|
|
|||
Interest income
|
|
(0.7
|
)
|
|
(0.7
|
)
|
|
(0.2
|
)
|
|||
Net interest expense from related parties
|
|
14.5
|
|
|
7.5
|
|
|
1.8
|
|
|||
Income from investment in subsidiaries
|
|
(30.2
|
)
|
|
(78.9
|
)
|
|
(181.1
|
)
|
|||
Loss (income) from equity method investment
|
|
42.2
|
|
|
(2.6
|
)
|
|
—
|
|
|||
Loss on impairment of equity method investment
|
|
245.3
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of Retail Entities
|
|
(134.1
|
)
|
|
—
|
|
|
—
|
|
|||
Total non-operating income, net
|
|
144.6
|
|
|
(68.7
|
)
|
|
(178.9
|
)
|
|||
Loss (income) before income taxes
|
|
(259.1
|
)
|
|
(21.5
|
)
|
|
204.2
|
|
|||
Income tax (benefit) expense
|
|
(105.4
|
)
|
|
(40.9
|
)
|
|
5.6
|
|
|||
Net (loss) income
|
|
(153.7
|
)
|
|
$
|
19.4
|
|
|
$
|
198.6
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net (loss) income attributable to Delek
|
|
$
|
(153.7
|
)
|
|
$
|
19.4
|
|
|
$
|
198.6
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
||||||
Commodity contracts designated as cash flow hedges:
|
|
|
|
|
|
|
||||||
Unrealized gains (losses), net of ineffectiveness (gains) losses of $(3.1) million, $21.5 million, and $(6.3) million for the years ended December 31, 2016, 2015 and 2014, respectively
|
|
8.4
|
|
|
(41.4
|
)
|
|
10.3
|
|
|||
Realized losses (gains) reclassified to cost of goods sold
|
|
27.8
|
|
|
(0.7
|
)
|
|
(22.6
|
)
|
|||
Gain (loss) on cash flow hedges, net
|
|
36.2
|
|
|
(42.1
|
)
|
|
(12.3
|
)
|
|||
Income tax (expense) benefit
|
|
(12.7
|
)
|
|
14.7
|
|
|
4.0
|
|
|||
Net comprehensive income (loss) on commodity contracts designated as cash flow hedges
|
|
23.5
|
|
|
(27.4
|
)
|
|
(8.3
|
)
|
|||
Foreign currency translation gain (loss)
|
|
0.2
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||
Other comprehensive income (loss) from equity method investments, net of tax (expense) benefit of $(0.4) million and $2.7 million for the years ended December 31, 2016 and 2015, respectively
|
|
0.8
|
|
|
(5.0
|
)
|
|
—
|
|
|||
Total other comprehensive income (loss)
|
|
24.5
|
|
|
(32.7
|
)
|
|
(8.6
|
)
|
|||
Comprehensive (loss) income attributable to Delek
|
|
$
|
(129.2
|
)
|
|
$
|
(13.3
|
)
|
|
$
|
190.0
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net (loss) income
|
|
$
|
(153.7
|
)
|
|
$
|
19.4
|
|
|
$
|
198.6
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
7.6
|
|
|
6.0
|
|
|
4.9
|
|
|||
Amortization of deferred financing costs
|
|
0.1
|
|
|
0.1
|
|
|
0.4
|
|
|||
Deferred income taxes
|
|
(190.2
|
)
|
|
69.0
|
|
|
12.8
|
|
|||
Equity-based compensation expense
|
|
11.9
|
|
|
11.5
|
|
|
7.3
|
|
|||
Income tax benefit of equity-based compensation
|
|
(1.2
|
)
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|||
Income from subsidiaries
|
|
(30.2
|
)
|
|
(78.9
|
)
|
|
(181.1
|
)
|
|||
Loss (income) from equity method investment
|
|
42.2
|
|
|
(2.6
|
)
|
|
—
|
|
|||
Dividends from equity method investment
|
|
20.2
|
|
|
15.1
|
|
|
—
|
|
|||
Impairment of equity method investment
|
|
245.3
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of Retail Entities
|
|
(134.1
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(3.1
|
)
|
|
(0.7
|
)
|
|
(0.1
|
)
|
|||
Inventories and other current assets
|
|
26.7
|
|
|
(8.8
|
)
|
|
5.6
|
|
|||
Market value of derivatives
|
|
29.5
|
|
|
33.7
|
|
|
(47.7
|
)
|
|||
Receivables and payables from related parties
|
|
17.8
|
|
|
(5.2
|
)
|
|
6.5
|
|
|||
Accounts payable and other current liabilities
|
|
62.4
|
|
|
22.8
|
|
|
6.1
|
|
|||
Non-current assets and liabilities, net
|
|
(6.1
|
)
|
|
(89.2
|
)
|
|
7.8
|
|
|||
Net cash (used in) provided by operating activities
|
|
(54.9
|
)
|
|
(8.6
|
)
|
|
20.3
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchase of non-controlling interest in equity method investment
|
|
—
|
|
|
(203.4
|
)
|
|
—
|
|
|||
Purchase of property, plant and equipment
|
|
(7.7
|
)
|
|
(6.0
|
)
|
|
(5.0
|
)
|
|||
Investment in subsidiaries
|
|
0.8
|
|
|
(6.1
|
)
|
|
(24.3
|
)
|
|||
Dividends from subsidiaries
|
|
118.0
|
|
|
102.4
|
|
|
155.3
|
|
|||
Proceeds from sale of Retail Entities
|
|
378.9
|
|
|
—
|
|
|
—
|
|
|||
Net (proceeds from) repayments of notes receivable from subsidiaries
|
|
(5.0
|
)
|
|
40.8
|
|
|
(1.7
|
)
|
|||
Net cash provided by (used in) investing activities
|
|
485.0
|
|
|
(72.3
|
)
|
|
124.3
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from long-term revolver
|
|
17.0
|
|
|
—
|
|
|
57.0
|
|
|||
Payments on long-term revolver
|
|
(17.0
|
)
|
|
—
|
|
|
(50.0
|
)
|
|||
Repayment of note payable to related party
|
|
—
|
|
|
—
|
|
|
(11.8
|
)
|
|||
Proceeds from notes payable to subsidiaries
|
|
11.9
|
|
|
155.0
|
|
|
—
|
|
|||
Repayment of note payable to subsidiaries
|
|
(0.5
|
)
|
|
(15.0
|
)
|
|
—
|
|
|||
Repayments of other debt instruments
|
|
—
|
|
|
(25.0
|
)
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
|
—
|
|
|
0.2
|
|
|
1.1
|
|
|||
Taxes paid due to the net settlement of equity-based compensation
|
|
(1.5
|
)
|
|
(4.3
|
)
|
|
(5.2
|
)
|
|||
Income tax benefit of equity-based compensation
|
|
1.2
|
|
|
0.8
|
|
|
0.8
|
|
|||
Repurchase of common stock
|
|
(6.0
|
)
|
|
(42.2
|
)
|
|
(74.7
|
)
|
|||
Dividends paid
|
|
(37.5
|
)
|
|
(37.1
|
)
|
|
(59.2
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(32.4
|
)
|
|
32.4
|
|
|
(142.0
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
397.7
|
|
|
(48.5
|
)
|
|
2.6
|
|
|||
Cash and cash equivalents at the beginning of the period
|
|
138.4
|
|
|
186.9
|
|
|
184.3
|
|
|||
Cash and cash equivalents at the end of the period
|
|
$
|
536.1
|
|
|
$
|
138.4
|
|
|
$
|
186.9
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
||||||
Non-cash investing activity:
|
|
|
|
|
|
|
||||||
Equity method investment
|
|
$
|
—
|
|
|
$
|
5.0
|
|
|
$
|
—
|
|
(Decrease) increase in accrued capital expenditures
|
|
$
|
(1.0
|
)
|
|
$
|
1.3
|
|
|
$
|
(0.1
|
)
|
Non-cash financing activities:
|
|
|
|
|
|
|
||||||
Stock issued in connection with the Alon Acquisition
|
|
$
|
—
|
|
|
$
|
230.7
|
|
|
$
|
—
|
|
Note payable issued in connection with the Alon Acquisition
|
|
$
|
—
|
|
|
$
|
145.0
|
|
|
$
|
—
|
|
Exhibit No.
|
|
Description
|
||
2.1
|
|
^
|
|
Stock Purchase Agreement, dated March 17, 2011, by and among Ergon, Inc., Lion Oil Company and Delek US Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed on May 4, 2011).
|
2.2
|
|
^
|
|
First Amendment, dated April 29, 2011, to Stock Purchase Agreement, dated March 17, 2011, by and among Ergon, Inc., Lion Oil Company and Delek US Holdings, Inc. (incorporated by reference to Exhibit 2.2 to the Company's Form 8-K filed on May 4, 2011).
|
2.3
|
|
|
|
Stock Purchase Agreement between Alon Israel Oil Company, LTD, and Delek US Holdings, Inc., dated April 14, 2015 (incorporated by reference to Exhibit 99.3 to the Schedule 13D filed by the Company on May 26, 2015).
|
2.4
|
|
^
|
|
Equity Purchase Agreement dated August 27, 2016 by and between Delek US Holdings, Inc., Copec Inc. and Compañía de Petróleos de Chile COPEC S.A. (incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed on September 1, 2016).
|
2.5
|
|
^
|
|
Agreement and Plan of Merger dated as of January 2, 2017, among Delek US Holdings, Inc., Delek Holdco, Inc., Dione Mergeco, Inc., Astro Mergeco, Inc. and Alon USA Energy, Inc (incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed on January 3, 2017).
|
2.6
|
|
§
|
|
First Amendment to Agreement and Plan of Merger dated as of February 27, 2017, among Delek US Holdings, Inc., Delek Holdco, Inc. Dion Mergeco, Inc., Astro Mergeco, Inc. and Alon USA Energy, Inc.
|
3.1
|
|
|
|
Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q filed on August 8, 2013).
|
3.2
|
|
|
|
Third Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q filed on August 7, 2014).
|
4.1
|
|
|
|
Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1/A, filed on April 20, 2006, SEC File No. 333-131675).
|
10.1
|
|
*
|
|
Employment Agreement, dated November 1, 2013, by and between Delek US Holdings, Inc. and Ezra Uzi Yemin (incorporated by reference to Exhibit 10.1 to the Company's Form 10-K filed on March 3, 2014).
|
10.1(a)
|
|
*
|
|
Subscription Agreement, dated March 10, 2013, between Delek Logistics GP, LLC and Ezra Uzi Yemin (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on May 9, 2013).
|
10.1(b)
|
|
*
|
|
Subscription Agreement, dated December 10, 2013, between Delek Logistics GP, LLC and Ezra Uzi Yemin (incorporated by reference to Exhibit 10.1(b) to the Company's Form 10-K filed on March 3, 2014).
|
10.2
|
|
*
|
|
Employment Agreement, dated August 7, 2012, by and between Delek US Holdings, Inc. and Donald N. Holmes (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on November 8, 2012).
|
10.3
|
|
*
|
|
Form of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-1/A, filed on April 20, 2006, SEC File No. 333-131675).
|
10.4
|
|
*
|
|
Delek US Holdings, Inc. 2006 Long-Term Incentive Plan (as amended through May 4, 2010) (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on May 7, 2010).
|
10.4(a)
|
|
*
|
|
Form of Delek US Holdings, Inc. 2006 Long-Term Incentive Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.13(a) to the Company's Registration Statement on Form S-1/A, filed on April 20, 2006, SEC File No. 333-131675).
|
10.4(b)
|
|
*
|
|
Director Form of Delek US Holdings, Inc. 2006 Long-Term Incentive Plan Stock Option Agreement (incorporated by reference to Exhibit 10.13(b) to the Company's Registration Statement on Form S-1/A, filed on April 20, 2006, SEC File No. 333-131675).
|
10.4(c)
|
|
*
|
|
Officer Form of Delek US Holdings, Inc. 2006 Long-Term Incentive Plan Stock Option Agreement (incorporated by reference to Exhibit 10.13(c) to the Company's Registration Statement on Form S-1/A, filed on April 20, 2006, SEC File No. 333-131675).
|
10.4(d)
|
|
*
|
|
Director Form of Delek US Holdings, Inc. 2006 Long-Term Incentive Plan Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.5 to the Company's Form 10-Q filed on August 6, 2010).
|
10.4(e)
|
|
*
|
|
Employee Form of Delek US Holdings, Inc. 2006 Long-Term Incentive Plan Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed on August 6, 2010).
|
10.4(f)
|
|
*
|
|
Form of Delek US Holdings, Inc. 2006 Long-Term Incentive Plan Performance Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed on August 7, 2014).
|
10.5
|
|
|
|
Tyler Throughput and Tankage Agreement, dated July 26, 2013, between Delek Refining, Ltd. and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on August 1, 2013).
|
10.6
|
|
|
|
Pipelines and Tankage Agreement, dated November 7, 2012, by and between Delek Refining, Ltd. and Delek Crude Logistics, LLC (incorporated by reference to Exhibit 10.4 to the Company's Form 8-K filed on November 14, 2012).
|
10.7
|
|
|
|
Pipelines and Storage Facilities Agreement, dated November 7, 2012, by and among Lion Oil Company, Delek Logistics Partners, LP, SALA Gathering Systems, LLC, El Dorado Pipeline Company, LLC, Magnolia Pipeline Company, LLC and J. Aron & Company (incorporated by reference to Exhibit 10.5 to the Company's Form 8-K filed on November 14, 2012).
|
10.8(a)
|
|
*
|
|
Subscription Agreement, dated March 10, 2013, between Delek Logistics GP, LLC and Assaf Ginzburg (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q filed on May 9, 2013).
|
10.8(b)
|
|
*
|
|
Employment Agreement, dated July 1, 2015, between Delek US Holdings, Inc. and Assaf Ginzburg (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed on August 5, 2015).
|
10.9(a)
|
|
*
|
|
Subscription Agreement, dated March 10, 2013, between Delek Logistics GP, LLC and Frederec Green (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed on May 9, 2013).
|
10.12
|
|
‡
|
|
Amended and Restated Master Supply and Offtake Agreement, dated December 23, 2013, by and among J. Aron & Company, Lion Oil Company, and Lion Oil Trading & Transportation, LLC (incorporated by reference to Exhibit 10.18 to the Company's Form 10-K/A filed on June 26, 2014).
|
10.13
|
|
|
|
Amended and restated asset-backed revolving credit agreement dated January 16, 2014 by and between Delek Refining, Ltd. as borrower and a consortium of lenders including Wells Fargo Bank, National Association as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on May 8, 2014).
|
10.14
|
|
|
|
El Dorado Throughput and Tankage Agreement, executed as of February 10, 2014, between Lion Oil Company and Delek Logistics Operating LLC, and, for limited purposes, J. Aron & Company (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on February 14, 2014).
|
10.15
|
|
|
|
Second Amended and Restated Omnibus Agreement, dated as of February 10, 2014, among Delek US Holdings, Inc., Lion Oil Company, Delek Marketing & Supply, LP, Delek Refining, Ltd., Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Delek Logistics Operating, LLC and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on February 14, 2014).
|
10.16
|
|
|
|
Third Amended and Restated Credit Agreement, dated May 6, 2014, between MAPCO Express, Inc. as borrower, Fifth Third Bank as arranger and administrative agent and a lender, Bank of America, N.A., as co-syndication Agent and a lender, BMO Capital Markets, as joint lead arranger and co-syndication agent, Regions Business Capital, as co-syndication agent and the lenders from time to time parties thereto (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on August 7, 2014).
|
10.17
|
|
*
|
|
Employment Agreement, dated May 1, 2015, between Delek US Holdings, Inc. and Mark D. Smith (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q filed on August 5, 2015).
|
10.18
|
|
|
|
Employment Agreement, dated November 6, 2012, by and between Delek US Holdings, Inc. and Dan L. Gordon (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 6, 2014).
|
10.19
|
|
|
|
Second Amended and Restated Credit Agreement, dated as of December 30, 2014, among Delek Logistics Partners, LP and each other borrower referenced therein, as borrowers, Fifth Third Bank, as administrative agent, and a syndicate of lenders (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on January 6, 2015).
|
10.20
|
|
|
|
Third Amended and Restated Omnibus Agreement, dated as of March 31, 2015, among Delek US Holdings, Inc., Lion Oil Company, Delek Logistics Operating, LLC, Delek Marketing & Supply, LP, Delek Refining, Ltd., Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, DKL Transportation, LLC and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on May 7, 2015).
|
10.21
|
|
|
|
First Amendment to Third Amended and Restated Credit Agreement, dated March 27, 2015, between MAPCO Express, Inc. as borrower, Fifth Third Bank as joint lead arranger, sole book runner and administrative agent and a lender, Bank of America, N.A., as co-syndication Agent and a lender, BMO Capital Markets, as joint lead arranger and co-syndication agent, Regions Business Capital, as joint lead arranger and co-syndication agent and the lenders from time to time parties thereto (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on May 7, 2015).
|
10.22
|
|
|
|
Second Amended and Restated Financing Agreement, dated May 14, 2015, among Lion Oil Company as borrower, certain subsidiaries of Lion Oil Company named therein as guarantors, the various institutions from time to time party to this Agreement, as Lenders, Fifth Third Bank as Administrative Agent and Lead Collateral Agent and Bank Hapoalim B.M., as Designated Account Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on May 20, 2015).
|
10.23
|
|
|
|
Amended and Restated Stockholder Agreement between Delek US Holdings, Inc. and Alon USA Energy, Inc. dated April 14, 2015 (incorporated by reference to Exhibit 99.2 to the Company's Schedule 13D filed on May 26, 2015).
|
10.24
|
|
|
|
First Amendment to Third Amended and Restated Omnibus Agreement, dated as of August 3, 2015, by and among Delek US Holdings, Inc., Lion Oil Company, Delek Logistics Operating, LLC, Delek Marketing & Supply, LP, Delek Refining, Ltd., Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, DKL Transportation, LLC and Delek Logistics GP, LLC. (incorporated by reference to Exhibit 10.5 to the Company's Form 10-Q filed on August 5, 2015).
|
10.25
|
|
*
|
|
Employment Agreement, effective August 3, 2015, between Delek US Holdings, Inc. and Anthony L. Miller (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 6, 2015).
|
10.26
|
|
*
|
|
Employment Agreement, effective August 3, 2015, between Delek US Holdings, Inc. and Avigal Soreq (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed November 6, 2015).
|
10.27
|
|
|
|
First Amendment dated January 29, 2016 to Amended and Restated Stockholder Agreement dated April 14, 2015 by and between Delek US Holdings, Inc. and Alon USA Energy, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 3, 2016).
|
10.28
|
|
*
|
|
Letter Agreement, dated May 5, 2016, modifying Yemin Employment Agreement dated November 1, 2013, by and between Delek US Holdings, Inc. and Ezra Uzi Yemin (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on August 5, 2016).
|
10.29
|
|
*
|
|
Delek US Holdings, Inc. 2016 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed on June 1, 2016).
|
10.29(a)
|
|
*
|
|
General Terms and Conditions for Restricted Stock Unit Awards to Executive Officers and Directors under the 2016 Delek US Holdings, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company's Form 10-Q filed on August 5, 2016).
|
10.29(b)
|
|
*
|
|
General Terms and Conditions for Stock Appreciation Right Awards to Executive Officers and Directors under the 2016 Delek US Holdings, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company's Form 10-Q filed on August 5, 2016).
|
10.29(c)
|
|
§*
|
|
Form of Delek US Holdings, Inc. 2016 Long-Term Incentive Plan Performance Restricted Stock Unit Agreement
|
10.29(d)
|
|
§*
|
|
Form of Delek US Holdings, Inc. 2016 Long-Term Incentive Plan Restricted Stock Unit Agreement
|
10.30
|
|
|
|
Second Amendment to Third Amended and Restated Credit Agreement, dated December 10, 2015, between MAPCO Express, Inc. as borrower, Fifth Third Bank as joint lead arranger, sole book runner and administrative agent and a lender, Bank of America, N.A., as co-syndication Agent and a lender, BMO Capital Markets, as joint lead arranger and co-syndication agent, Regions Business Capital, as joint lead arranger and co-syndication agent and the lenders from time to time parties thereto (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q filed on August 5, 2016).
|
10.31
|
|
|
|
Amendment to El Dorado Throughput and Tankage Agreement, executed as of July 22, 2016 but effective as of February 11, 2014, between Lion Oil Company and Delek Logistics Operating LLC, and, for limited purposes, J. Aron & Company (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed on August 5, 2016).
|
10.32
|
|
|
|
Joinder and First Amendment to Amended and Restated Credit Agreement, dated September 29, 2016, among Delek Refining, Ltd., as borrower, Delek Refining, Inc. and Delek U.S. Refining GP, LLC, as guarantor, Wells Fargo Bank, National Association, as administrative agent, and a syndicate of lenders (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on October 3, 2016).
|
10.33
|
|
*
|
|
Employment Agreement, effective June 1, 2017, by and between Delek US Holdings, Inc. and Assaf Ginzburg (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on November 3, 2016).
|
10.34
|
|
*
|
|
Executive Employment Agreement, effective November 1, 2016, by and between Delek US Holdings, Inc. and Frederec C. Green (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on November 17, 2016).
|
10.35
|
|
|
|
Voting, Irrevocable Proxy and Support Agreement dated as of January 2, 2017, by and between Delek US Holdings, Inc. and Alon USA Energy, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on January 3, 2017).
|
10.36
|
|
|
|
Voting, Irrevocable Proxy and Support Agreement dated as of January 2, 2017, by and between Delek US Holdings, Inc., David Wiessman and D.B.W. Holdings (2005) Ltd. (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on January 3, 2017).
|
10.37
|
|
|
|
Voting, Irrevocable Proxy and Support Agreement dated as of January 2, 2017, by and between Delek US Holdings, Inc., Jeff Morris and Karen Morris (incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed on January 3, 2017).
|
10.38
|
|
*
|
|
Executive Employment Agreement, effective April 1, 2017, by and between Delek US Holdings, Inc. and Kevin Kremke (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on January 31, 2017).
|
10.39
|
|
§*
|
|
Employment Agreement, effective November 1, 2016, between Delek US Holdings, Inc. and Avigal Soreq.
|
10.40
|
|
§*
|
|
Employment Agreement, effective October 10, 2016, between Delek US Holdings, Inc. and Mark Cox.
|
21.1
|
|
§
|
|
Subsidiaries of the Registrant
|
23.1
|
|
§
|
|
Consent of Ernst & Young LLP
|
23.2
|
|
§
|
|
Consent of KPMG LLP
|
24.1
|
|
§
|
|
Power of Attorney
|
31.1
|
|
§
|
|
Certification of the Company's Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act.
|
31.2
|
|
§
|
|
Certification of the Company's Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act.
|
32.1
|
|
§
|
|
Certification of the Company's Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
|
§
|
|
Certification of the Company's Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
99.1
|
|
§
|
|
Audited financial statements of Alon Energy USA, Inc. as of December 31, 2016 and 2015, and for each of the years ended December 31, 2016, 2015 and 2014.
|
101
|
|
|
|
The following materials from Delek US Holdings, Inc.’s Annual Report on Form 10-K for the annual period ended December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2016 and 2015, (ii) Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014, (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2016, 2015 and 2014, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014 and (vi) Notes to Consolidated Financial Statements.
|
*
|
Management contract or compensatory plan or arrangement.
|
§
|
Filed herewith.
|
^
|
Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to supplementally furnish a copy of any of the omitted schedules to the United States Securities and Exchange Commission upon request.
|
‡
|
Confidential treatment has been requested and granted with respect to certain portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Omitted portions have been filed separately with the United States Securities and Exchange Commission.
|
1.
|
Term
. The term of this Agreement (the “Term”) shall commence upon the Effective Date and expire on October 31, 2020 unless terminated earlier as provided for herein.
|
2.
|
Scope of Employment
. During the Term, the Company shall employ Executive and he shall render services to the Company in the capacity as an executive vice president and Chief Commercial Officer of the Company and such other titles as may be established by the Company from time to time. During the Term, Executive may also serve as an executive vice president and Chief Commercial Officer of any subsidiary of the Company required to be listed by the Company under Item 601(b)(21) of Regulation S-K of the United States Securities and Exchange Commission (the “SEC”). Executive shall devote his full business time and best effort to the successful functioning of the Company’s business and shall faithfully and industriously perform all duties pertaining to his position, including such additional duties as may be assigned from time to time, to the best of his ability, experience and talent; provided, however, that Executive may pursue charitable or civic activities, engage in passive personal investments, participate in industry association and trade groups, and serve as an executor, trustee or in other similar fiduciary capacities; provided that any such activities do not interfere with the performance of his responsibilities and obligations pursuant to this Agreement. Executive shall be subject at all times during the Term hereof to the direction and control of the Company’s Board of Directors (the “Board”) in respect of the work to be done.
|
3.
|
Compensation
.
|
(a)
|
Base Compensation
. During the Term, Executive’s annual salary (the “Base Compensation”) shall be (i) no less than the annualized equivalent of $320,000, (ii) subject to all appropriate federal and state withholding taxes and (iii) payable at the same times and under the same conditions as salaries are paid to the Company’s other employees in accordance with the normal payroll practices of the Company. The Base Compensation shall be reviewed and may be increased from time to time following the Effective Date by the Board (or any applicable committee thereof) in its sole discretion applied consistent with this Section 3(a). The Base Compensation shall at all times during the Term be, and remain, more than the compensation of Executive’s subordinates at such times. If the Base Compensation is adjusted after the Effective Date, the Base Compensation defined above shall also be adjusted for all purposes of this Agreement.
|
(b)
|
Annual Bonus
. Executive will be eligible to participate in the Company’s annual cash incentive plan at a level that is commensurate with Executive’s position as determined by the Board (or any applicable committee thereof) in its sole and reasonable discretion. The Executive’s Annual Bonus target for service during the 2016 fiscal year will be 50% of Executive’s Base Compensation at December 31, 2016. The Annual Bonus may be based upon achievement of performance measures and objectives established by the Board from time to time. The Annual Bonus is typically paid in the first fiscal quarter of the year following the applicable bonus year. For purposes of this Agreement, an “Annual Bonus” shall mean a cash bonus, if any, awarded by the Board (or any applicable committee thereof) to Executive in recognition of Executive’s service during the preceding fiscal year and in a manner consistent with the Company’s annual bonus programs for senior executives.
|
(c)
|
Long-Term Incentive Compensation
. Executive shall be eligible to participate in the Company’s long-term incentive plans that may be in effect from time to time for the Company and its subsidiaries including, without limitation, the Company’s 2006 Long-Term Incentive Plan and the Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (collectively the “Plans”), on terms commensurate with his position and duties, as determined by the Board or any other authorized administrator of a Plan (the “Plan Administrator”) in their sole discretion. Program design, including, without limitation, performance measures and weighting, is at the sole discretion of the Plan Administrator. Executive acknowledges that he may be granted awards under Plans that are not subject to the control of the Board (or any applicable committee thereof) including, without limitation, pursuant to the Delek Logistics GP, LLC 2012 Long-Term Incentive Plan. If so, the obligations of the Board (or any applicable committee thereof) hereunder including, without limitation, any obligation to accelerate the vesting of any such award, shall be fully discharged so long as the Board (or any applicable committee thereof) uses reasonable efforts to ensure that such obligations are met by the applicable Plan Administrator.
|
(a)
|
General Employee Benefits
. The Company shall make available to Executive, or cause to be made available to him, throughout the period of his employment hereunder, such benefits as may be put into effect from time to time by the Company generally for other senior executives of the Company. The Company expressly reserves the right to modify such benefits available to Executive at any time provided that such modifications apply to other similarly situated employees.
|
(b)
|
Business Expenses
. Executive will be reimbursed for all reasonable out-of-pocket business, business entertainment and travel expenses paid by him in connection with the performance of his duties for the Company, in accordance with and subject to applicable Company expense incurrence and reimbursement policies.
|
(c)
|
Other Benefits
. During the Term, the Company will pay the Executive’s reasonable costs of professional tax and financial counseling, provided that, beginning with the 2016 calendar year, the cost of each such benefit does not exceed $25,000 in any calendar year. Perquisites and other personal benefits that are not integrally and directly related to the performance of Executive’s duties and confer a direct or indirect benefit upon him that has a personal aspect may in the Company’s sole discretion, be recorded as taxable compensation to Executive and disclosed in public filings according to SEC regulations.
|
5.
|
Vacation Time / Sick Leave
. Executive will be granted 25 business days of vacation per calendar year. Unused vacation will accrue and carry over into a new calendar year during the Term and the amount attributed to accrued and unused vacation will be paid to Executive upon the termination of employment. Executive will be provided with sick leave according to the Company’s standard policies.
|
6.
|
Compliance With Company Policies
. Executive shall comply with and abide by all applicable policies and directives of the Company and its subsidiaries including, without limitation, the Codes of Business Conduct & Ethics for the Company and its subsidiaries, the Supplemental Insider Trading Policies for the Company and its subsidiaries and any applicable employee handbooks or manuals. The Company and its subsidiaries may, in their sole discretion, change, modify or adopt new policies and directives affecting Executive’s employment. In the event of any conflict between the terms of this Agreement and the employment policies and directives of the Company and its subsidiaries, the terms of this Agreement will control. The Executive acknowledges that the Company and its subsidiary, Delek Logistics Partners, LP (“DKL”), are currently subject to SEC reporting requirements pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the continued
|
7.
|
Confidentiality
. Executive recognizes that during the course of his employment, he will be exposed to information or ideas of a confidential or proprietary nature that pertain to Company’s business, financial, legal, marketing, administrative, personnel, technical or other functions or which constitute trade secrets (including, without limitation, specifications, designs, plans, drawings, software, data, prototypes, the identity of sources and markets, marketing information and strategies, business and financial plans and strategies, methods of doing business, data processing and technical systems, programs and practices, customers and users and their needs, sales history, financial health or material non-public information as defined under federal securities law) (collectively “Confidential Information”). Confidential Information also includes such information of third parties that has been provided to Company in confidence. All such information is deemed “confidential” or “proprietary” whether or not it is so marked. Information will not be considered Confidential Information to the extent that it is or becomes generally available to the public other than through any breach of this Agreement by or at the discretion of Executive. Nothing in this Section will prohibit the use or disclosure by Executive of knowledge that is in general use in the industry or general business knowledge, was known to him prior to his service to the Company or which enters the public domain other than through any breach of this Agreement by or at the discretion of Executive. Executive may also disclose such information if required by court order or applicable law provided that he (a) uses his reasonable best efforts to give the Company written notice as far in advance as is practicable to allow the Company to seek a protective order or other appropriate remedy (except to the extent that his compliance with the foregoing would cause him to violate a court order or other legal requirement), (b) discloses only such information as is required by law, and (c) uses his reasonable best efforts to obtain confidential treatment for any Confidential Information so disclosed. During Executive’s employment and for so long as the Confidential Information remains confidential or proprietary thereafter, he shall hold Confidential Information in confidence, shall use it only in connection with the performance of his duties on behalf of the Company, shall restrict its disclosure to those directors, employees or independent contractors of the Company with a need to know such Confidential Information, and shall not disclose, copy or use Confidential Information for the benefit of anyone other than the Company without the Company’s prior written consent. However, nothing in this Agreement shall prohibit the Executive from reporting possible violations of law to any governmental agency or entity in accordance with applicable whistleblower protection provisions including, without limitation, the rules promulgated under Section 21F of the Exchange Act or Section 806 of the Sarbanes-Oxley Act of 2002, or require the Executive to notify the Company (or obtain its prior approval) of any such reporting. Executive shall, upon Company’s request or his termination of employment, return to the Company and/or certify in a form satisfactory to the Company the destruction of any and all written documents containing Confidential Information in his possession, custody or control. For the avoidance of doubt, Executive shall not retain any copy in any form of any Confidential Information following such request or termination.
|
(a)
|
Non-Competition
.
|
(i)
|
In consideration of the Confidential Information provided to Executive and the other benefits provided to him pursuant to this Agreement, Executive agrees that, if his employment ends
|
(ii)
|
For any termination except for a termination by the Company for Cause, the “Non-Compete Period” shall commence upon the date that notice of termination of employment is delivered or deemed delivered under the notice provisions of this Agreement, it being acknowledged and agreed that the Non-Compete Period may commence to run, or even completely run, during a period of time during which Executive remains employed by the Company (assuming that he continues to be so employed after the delivery of such notice of termination). In the event of a termination by the Company for Cause, the Non-Compete Period shall commence upon the date that Executive’s employment with the Company ends.
|
(iii)
|
For purposes of this Section 8(a), the “Company’s Business” means the businesses
conducted by the Company or its subsidiaries at the time of the termination of Executive’s employment over which he has primary responsibility at the time of the termination of his employment (it being agreed and understood that other aspects of the businesses conducted by the Company or its subsidiaries is not within such definition).
|
(iv)
|
For purposes of Section 8(a), the “Territory” shall mean the following geographic areas as of the commencement of the Non-Compete Period (A) a 75 mile radius from any of the Company’s petroleum and biodiesel refining facilities, (B) a 75 mile radius from any of the Company’s wholesale refined products distribution facilities and (C) a 50 mile radius from any of the Company’s retail fuel and/or convenience merchandise facilities.
|
(b)
|
Non-Interference with Commercial Relationships
. During Executive’s employment with the Company, and for a period of six months thereafter, Executive will not, directly or indirectly, either as an individual or as an employee, officer, director, shareholder, partner, equity participant, sole proprietor, independent contractor, consultant or in any other capacity whatsoever approach or solicit any customer or vendor of Company for the purpose of causing, directly or indirectly, any such customer or vendor to cease doing business with the Company or its affiliates, nor will Executive engage in any other activity that interferes or could reasonably be expected to interfere in any material way with the commercial relationships between the Company and its affiliates and such customers or vendors. The foregoing covenant shall be in addition to any other covenants or agreements to which Executive may be subject.
|
(c)
|
Non-Interference with Employment Relationships
. During Executive’s employment with the Company, and for a period of one year thereafter, Executive shall not, without the Company’s prior written consent, directly or indirectly: (i) induce or attempt to induce any Company employee to terminate his/her employment with the Company; or (ii) interfere with or disrupt the Company’s relationship with any of its employees or independent contractors. The foregoing does not prohibit Executive (personally or as an employee, officer, director, shareholder, partner, equity participant, sole proprietor, independent contractor, consultant or in any other capacity) from hiring or employing an individual that contacts
|
(d)
|
It is understood and agreed that the scope of each of the covenants contained in this Section 8 is reasonable as to time, area, and persons and is necessary to protect the legitimate business interest of the Company. It is further agreed that such covenants will be regarded as divisible and will be operative as to time, area and persons to the extent that they may be so operative.
|
9.
|
Copyright, Inventions, Patents
. The Company shall have all right, title and interest to all intellectual property (including, without limitation, graphic designs, copyrights, trademarks and patents) created by Executive during the course of Executive’s employment with the Company. Executive hereby assigns to Company all copyright ownership and rights to any work product developed by him or at his discretion and reduced to practice for or on behalf of the Company or which relate to the Company’s business during the course of the employment relationship. At the Company’s expense and for a period beginning on the Effective Date and continuing for three years following the termination of his employment, Executive shall use his reasonable best efforts to assist or support the Company to obtain, maintain, and assert its rights in such intellectual property and work product including, without limitation, the giving of evidence in suits and proceedings, and the furnishing and/or assigning of all documentation and other materials relative to the Company’s intellectual property rights.
|
(a)
|
Termination By Company For Cause
. The Company may immediately terminate this Agreement and/or Executive’s employment at any time for Cause. Upon any such termination, the Company shall be under no further obligation to Executive hereunder except as otherwise required by law, and the Company will reserve all further rights and remedies available to it at law or in equity.
|
(b)
|
Termination By Executive For Good Reason
. Within 30 calendar days after Executive becomes (or should have become) aware of the occurrence of a Good Reason during the Term, Executive may terminate this Agreement (and his employment hereunder) by providing 30 calendar days advance written notice of termination and provided that the condition remains uncured by the end of such 30-day period. After such 30-day period, Executive shall either resign his employment immediately or, if he continues in employment beyond such 30-day period, Executive shall have irrevocably waived and released any right to resign for Good Reason based upon the circumstances identified in his advance notice of termination. In the event of any such termination, Executive shall be entitled to the separation benefits under Section 10(c) as if the Company had terminated his employment without Cause. This provision shall not apply if Executive is terminated by reason of death or Disability.
|
(c)
|
Termination At-Will By Company
. Subject to the provisions of (f) below, the Company may terminate this Agreement (and Executive’s employment hereunder) at any time and for any reason. If the termination occurs during the Term and is other than for Cause, Executive shall be entitled to the following (in addition to all accrued compensation and benefits through the date of termination): (i) the Separation Payment, (ii) the costs of continuing family health insurance coverage under COBRA for 12 months following termination of employment, provided, that the Company may, in its sole discretion, (A) pay such amounts directly to the applicable provider or (B) pay an equivalent amount directly to Executive, (iii) the Post-Employment Annual Bonus and (iv) Accelerated Vesting upon termination. This provision shall not apply if Executive is terminated by reason of death or Disability.
|
(d)
|
Termination At-Will By Executive
. Executive may terminate this Agreement (and Executive’s employment hereunder) at any time and for any reason (other than death or Disability). If Executive
|
(i)
|
If Executive terminates his employment during the Term other than for a Good Reason and provides at least three months advance written notice of termination (even if the Required Notice is less than three months), Executive shall be entitled to a single lump sum payment upon termination equal to 50% of his annualized salary at the time the notice of termination is delivered and the costs of continuing family health insurance coverage under COBRA for 12 months following termination of employment, provided, that the Company may, in its sole discretion, (A) pay such amounts directly to the applicable provider or (B) pay an equivalent amount directly to Executive.
|
(ii)
|
If Executive (A) terminates his employment during the Term other than for a Good Reason without providing the Required Notice or (B) fails to render services to the Company in a diligent and good faith manner after the delivery of the Required Notice and continues or repeats such failure after receiving written notice of such failure, he shall receive compensation only in the manner stated in Section 10(a) and the Company may immediately terminate his employment. This Section 10(d)(ii) shall not apply if Executive is terminated by reason of death or Disability.
|
(e)
|
Accelerated Termination After Notice
. Nothing herein shall limit the Company’s right to terminate this Agreement and/or Executive’s employment after the Company receives notice of termination from him. However, if the Company receives the Required Notice from Executive and then terminates this Agreement and/or his employment for any reason other than for Cause or under Section 10(d)(ii)(B), his employment shall terminate on (and post-employment provisions of Sections 7, 8(b), 8(c) and 9 shall be effective from) the date on which the Company terminates Executive’s employment but he shall be entitled to a single lump sum payment of the amount of such compensation, bonuses, vesting and other benefits as if his termination had been effective on the earlier of (i) the termination date specified in his notice of termination or (ii) three months following his notice of termination.
|
(f)
|
Separation Release
. Notwithstanding anything
to the
contrary, but subject to any applicable six-month delay required by Section 18 hereof and Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), if a payment is otherwise payable to Executive hereunder, payment of such Separation Payment shall be payable in cash to him at the end of the month following the month in which his separation from service (within the meaning of Section 409A) occurs (or such later date as may be required by law). However, Executive’s right to receive the Separation Payment shall be conditioned upon (i) his execution and delivery to the Company of a Separation Release (and the expiration of any statutorily mandated revocation period) within 30 days (or such longer period as may be required by law) following the separation from service date and (ii) his continued compliance with this Agreement and any other restrictive covenants to which he is bound. If Executive fails to timely execute and deliver the Separation Release or if he timely revokes his acceptance of the Separation Release thereafter (if such revocation is permitted), he shall not be entitled to the Separation Payment and shall repay any Separation Payment received. If the foregoing consideration and revocation periods begin in one taxable year and end in a second taxable year, payment will be made in the second taxable year.
|
(g)
|
Termination upon Disability or Death
. In the event that Executive’s employment ceases due to his death or Disability, Executive shall be entitled to the following (in addition to all accrued compensation
|
(h)
|
Definitions
. The following terms shall have the following meanings as used in this Agreement:
|
(i)
|
“Accelerated Vesting” means the immediate vesting of all unvested equity awards granted to Executive under the Plans. However, any Accelerated Vesting that occurs other than in the context of a Change in Control will apply to unvested (A) performance awards on a prorated basis through the termination of employment, based on actual results evaluated after the close of the applicable performance period and payable in a lump sum at the same time as performance awards are paid to executives of the Company generally and (B) full value equity awards (e.g., restricted stock, restricted stock units and phantom units) and appreciation equity awards (e.g., non-qualified stock options and stock appreciation rights) only to the extent that such awards that would have vested if Executive’s employment had continued during a period equal to the lesser of six months following termination of employment or the balance of the Term.
|
(ii)
|
“Cause” means Executive’s: (A) fraud, gross negligence, willful misconduct involving the Company or its affiliates or willful breach of a fiduciary duty, including, without limitation, Section 7 hereof, owed to the Company or its affiliates, (B) conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude or (C)
deliberate and continual refusal to perform his duties in any material respect on substantially a full-time basis or to act in accordance with any specific and lawful instruction of his supervisor provided that Executive has been given written notice of such conduct and such conduct is not cured within 30 days thereafter.
|
(iii)
|
“Good Reason” means (A) the Company materially breaches this Agreement (it being acknowledged that any failure to pay any significant compensation or benefits at the times due under this Agreement shall be deemed a material breach), (B) the Company significantly reduces the scope of Executive’s duties under Section 2, (C) the Company reduces Executive’s Base Compensation under Section 3 other than as part of a base compensation reduction plan generally applicable to other similar senior executive employees, (D) the Company pays base compensation to any of Executive’s subordinates at an annualized rate in excess of Executive’s then-current Base Compensation, or (E) the Company requires Executive to relocate to any location that increases his commuting distance by more than 50 miles.
|
(iv)
|
“Release Expiration Date” shall mean the date of the expiration of any and all waiting and revocation periods in the Separation Release.
|
(v)
|
“Disability” means the inability of Executive to perform the customary duties of his employment or other service with the Company or its affiliates by reason of a physical or mental incapacity or illness that is expected to result in death or to be of indefinite duration, as determined by a duly licensed physician selected by the Company.
|
(vi)
|
“Post-Employment Annual Bonus” shall mean the Annual Bonus to which Executive would have otherwise been entitled if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs.
|
(vii)
|
“Separation Release” means a general release of claims against the Company (and its subsidiaries and affiliates) in a form reasonably satisfactory to Executive and the Company that pertains to all claims related to Executive’s employment and the termination of his employment and that contains appropriate anti-disparagement and continuing confidentiality covenants.
|
(viii)
|
“Separation Payment” shall mean an amount equal the sum of Executive’s Base Compensation and target Annual Bonus as in effect immediately before any notice of termination multiplied by (A) two in the case of a Change in Control and (B) one in all other cases. The Separation Payment shall be payable in a cash lump sum pursuant to Section 10(f). Executive shall have no responsibility for mitigating the amount of any payment provided for herein by seeking other employment or otherwise, and any such payment will not be reduced in the event such other employment is obtained.
|
11.
|
Change in Control
.
|
(a)
|
If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within two years following a Change in Control, the termination of his employment shall be deemed to have occurred in the context of a Change in Control, and he shall be entitled to the separation benefits set forth in Section 10(c); provided, however, that if the separation benefits would result in an excess parachute payment under Internal revenue Code Section 280G(a), the separation benefits shall be reduced so as not to result in an excess parachute payment.
|
(b)
|
For purposes of this Agreement, a “Change in Control” of the Company shall mean any of the following:
|
(i)
|
Any “person” (as defined in Section 13(h)(8)(E) of the Exchange Act), other than
the Company or any of its subsidiaries or any employee benefit plan of the Company or any of its subsidiaries, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (or any successor to all or substantially all of the Company’s assets) representing more than 30% of the combined voting power of the Company’s (or such successor’s) then outstanding voting securities that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company (or such successor) in the ordinary course of business);
|
(ii)
|
As the result of, or in connection with, any cash tender or exchange offer, merger or other business combination or contested election, or any combination of the foregoing transactions, less than 51% of the combined voting power of the then outstanding securities of the Company or any successor company or entity entitled to vote generally in the election of the directors of the Company or such other corporation or entity after such transaction are held in the aggregate by the holders of the Company’s securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction;
|
(iii)
|
All or substantially all of the assets of the Company are sold, exchanged or otherwise transferred;
|
(iv)
|
The Company’s stockholders approve a plan of liquidation or dissolution of the Company; or
|
(v)
|
During any 12 month period within the Term, Continuing Directors cease for any reason to constitute at least a majority of the Board. For this purpose, a “Continuing Director” is any person who at the beginning of the Term was a member of the Board, or any person first elected to the Board during the Term whose election, or the nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the Continuing Directors then in office, but excluding any person (A) initially appointed or elected to office as result of either an actual or threatened election and/or proxy contest by or on behalf of any “person” or “group” (within the meaning of Section 13(d) of the Exchange Act) other than the Board, or (B) designated by any “person” or “group” (within the meaning of Section 13(d) of the Exchange Act) ) who has entered into an agreement with the Company to effect a transaction described in Section 11(b)(i) through (iv).
|
12.
|
Survival of Terms
. The provisions of Sections 7, 8(b), 8(c), 9 and 10 shall survive the termination or expiration of this Agreement and will continue in effect following the termination of Executive’s employment for the periods described therein. If a Change in Control occurs during the Term, the provisions of Section 11 shall survive the termination or expiration of this Agreement and will continue in effect following the Change in Control for the periods described therein. The provisions of Section 8(a) shall survive the termination (but not the expiration) of this Agreement.
|
13.
|
Assignment
. This Agreement shall not be assignable by either party without the written consent of the other party except that the Company may assign this Agreement to a subsidiary or affiliate of the Company. Any failure by the Company to assign this Agreement to an unaffiliated third party successor upon the Company’s sale or transfer of all or substantially all of its business will be considered the termination of Executive’s employment in the context of a Change in Control effective upon the closing of the applicable transaction without an assignment to the successor, which closing constitutes a Change in Control. Any failure by Executive to consent to the assignment of this Agreement to such unaffiliated third party successor will be considered the termination of his employment for a Good Reason other than in the context of a Change in Control effective upon the closing of the applicable Change in Control transaction without any assignment to the successor. For the avoidance of doubt, the parties acknowledge that the payment of any benefits under this Section 13 shall be made in accordance with the applicable provision of Section 10 or 11 of this Agreement within 30 days of the closing date of the Change in Control transaction, and no payments will be made pursuant to this Section 13 if a Change in Control transaction does not occur.
|
14.
|
No Inducement / Agreement Voluntary
. Executive represents that (a) he has not been pressured, misled, or induced to enter into this Agreement based upon any representation by Company or its agents not contained herein, (b) he has entered into this Agreement voluntarily, after having the opportunity to consult with legal counsel and other advisors of his own choosing, and (c) his assent is freely given.
|
15.
|
Interpretation
. Any Section, phrase or other provision of this Agreement that is determined by a court, arbitrator or arbitration panel of competent jurisdiction to be unreasonable or in conflict with any applicable statute or rule, shall be deemed, if possible, to be modified or altered so that it is not unreasonable or in conflict or, if that is not possible, then it shall be deemed omitted from this Agreement. The invalidity of any portion of this Agreement shall not affect the validity of the remaining portions. Unless expressly stated to the contrary, all references to “days” in this Agreement shall mean calendar days.
|
16.
|
Prior Agreements / Amendments
. This Agreement (a) represents the entire agreement between the parties in relation to the employment of Executive by the Company on, and subsequent to, the Effective Date and (b) revokes and supersedes all prior agreements pertaining to the subject matter herein, whether written and oral, including, without limitation, the employment agreements between the parties dated July 21, 2011, December 3, 2012, December 10, 2013 and August 3, 2015. However, this Agreement does not nullify or otherwise affect any prior equity awards granted to Executive. This Agreement shall not be subject to modification or amendment by any oral representation, or any written statement by either party, except for a dated writing signed by Executive and the Company.
|
17.
|
Notices
. All notices of any kind to be delivered in connection with this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered or if sent by nationally-recognized overnight courier (e.g., FedEx, UPS, DHL, etc.) or by registered or certified mail, return receipt requested and postage prepaid, addressed to the Company at 7102 Commerce Way, Brentwood, Tennessee 37027, Attn: General Counsel, to Executive at his then-existing payroll address, or to such other address as the party to whom notice is to be given may have furnished to the other in writing in accordance with the provisions of this Section. Any such notice or communication shall be deemed to have been received: (a) if by personal delivery or nationally-recognized overnight courier, on the date of such delivery and (b) if by registered or certified mail, on the third postal service day following the date postmarked.
|
18.
|
Applicable Law
. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without giving effect to its principles of conflicts of law. The state and federal courts for Davidson County, Tennessee shall be the exclusive venue for any litigation based in significant part upon this Agreement.
|
19.
|
Mediation / Arbitration
.
|
(a)
|
Any dispute concerning a legally cognizable claim arising out of this Agreement or in connection with the employment of Executive by Company, including, without limitation, claims of breach of contract, fraud, unlawful termination, discrimination, harassment, retaliation, defamation, tortious infliction of emotional distress, unfair competition, arbitrability and conversion (collectively a “Legal Dispute”) shall be resolved according to the following protocol:
|
(i)
|
The parties shall first submit the Legal Dispute to mediation under the auspices of the American Arbitration Association (“AAA”) and pursuant to the mediation rules and procedures promulgated by the AAA. The Company shall pay the expenses associated with the mediation.
|
(ii)
|
In the event mediation is unsuccessful in fully resolving the Legal Dispute, binding arbitration shall be the method of final resolution. The parties expressly waive their rights to bring action against one another in a court of law except as expressly provided herein. In addition to remedies at law, the parties acknowledge that failure to comply with this provision shall entitle the non-breaching party to injunctive relief to enjoin the actions of the breaching party. Any Legal Dispute submitted to Arbitration shall be under the auspices of the AAA and pursuant
|
(b)
|
Notice of submission of any Legal Dispute to mediation shall be provided no later than one year following the date the submitting party became aware, or should have become aware of, the conduct constituting the alleged claims. Failure to do so shall result in the irrevocable waiver of the claim made in the Legal Dispute.
|
(c)
|
Notwithstanding that mediation and arbitration are established as the exclusive procedures for resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial or administrative forum for injunctive relief and (ii) claims by Company arising in connection with Sections 7, 8 and/or 9 may be brought in any court of competent jurisdiction.
|
(d)
|
With respect to any breach or attempted breach of Sections 7, 8 and/or 9 of this Agreement, each party acknowledges that a remedy at law will be inadequate, agrees that the Company will be entitled to specific performance and injunctive and other equitable relief and agrees not to use as a defense that any party has an adequate remedy at law. This Agreement shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection herewith. Such remedy shall not be exclusive and shall be in addition to any other remedies now or hereafter existing at law or in equity, by statute or otherwise. No delay or omission in exercising any right or remedy set forth in this Agreement shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy.
|
(a)
|
It is intended that each installment of the payments provided under this Agreement, if any, is a separate “payment” for purposes of Section 409A and the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(9)(iii) and 1.409A-1(b)(9)(v). Notwithstanding any other provision to the contrary, a termination of employment with the Company shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” (as such term is defined in Section 409A and the Treasury Regulations promulgated thereunder) upon or following a termination of employment unless such termination is also a “separation from service” from the Company within the meaning of Section 409A and Section 1.409A-1(h) of the Treasury Regulations and, for purposes of any such provision of this Agreement, references to a “separation,” “termination,” “termination of employment” or like terms shall mean “separation from service.”
|
(b)
|
Notwithstanding anything to the contrary in this Agreement, if the Company determines (i) that on the date his employment with the Company terminates or at such other time that the Company determines to be relevant, Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company and (ii) that any payments to be provided to him pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six months after the date of
|
(c)
|
In addition, to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which Executive participates during the term of his employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A, then such amount shall be reimbursed in accordance with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations, including (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii)
the right to any reimbursement or in-kind benefit is not subject to liquidation or exchange for another benefit.
|
(d)
|
For the avoidance of doubt, any payment due under this Agreement within a period following Executive’s termination of employment or other event, shall be made on a date during such period as determined by the Company in its sole discretion.
|
(e)
|
Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A and the Treasury Regulations promulgated thereunder be subject to offset by any other amount unless otherwise permitted by Section 409A.
|
(f)
|
This Agreement is intended to comply with the applicable requirements under Section 409A and the related Treasury Regulations and guidance issued by the Department of the Treasury, as modified from time to time, including exceptions and exemptions provided for therein (the “409A Requirements”). Accordingly, this Agreement shall be administered, construed and interpreted in a manner to comply with the 409A Requirements. Specifically, and without limiting the foregoing, if any terms set forth in this Agreement are considered to be ambiguous, such terms shall be administered, construed and interpreted in a manner to comply with the 409A Requirements.
|
1.
|
Term
. The term of this Agreement (the “Term”) shall commence upon the Effective Date and expire on September 30, 2020 unless terminated earlier as provided for herein.
|
2.
|
Scope of Employment
. During the Term, the Company shall employ Executive and he shall render services to the Company in the capacity as an executive vice president of the Company and such other titles as may be established by the Company from time to time. During the Term, Executive may also serve as an executive vice president of any subsidiary of the Company required to be listed by the Company under Item 601(b)(21) of Regulation S-K of the United States Securities and Exchange Commission (the “SEC”). Executive shall devote his full business time and best effort to the successful functioning of the Company’s business and shall faithfully and industriously perform all duties pertaining to his position, including such additional duties as may be assigned from time to time, to the best of his ability, experience and talent; provided, however, that Executive may pursue charitable or civic activities, engage in passive personal investments, participate in industry association and trade groups, and serve as an executor, trustee or in other similar fiduciary capacities; provided that any such activities do not interfere with the performance of his responsibilities and obligations pursuant to this Agreement. . Executive shall be subject at all times during the Term hereof to the direction and control of the Company’s Board of Directors (the “Board”) in respect of the work to be done.
|
3.
|
Compensation
.
|
(a)
|
Base Compensation
. During the Term, Executive’s annual salary (the “Base Compensation”) shall be (i) no less than the annualized equivalent of $275,000, (ii) subject to all appropriate federal and state withholding taxes and (iii) payable at the same times and under the same conditions as salaries are paid to the Company’s other employees in accordance with the normal payroll practices of the Company. The Base Compensation shall be reviewed and may be increased from time to time following the Effective Date by the Board (or any applicable committee thereof) in its sole discretion applied consistent with this Section 3(a). The Base Compensation shall at all times during the Term be, and remain, more than the compensation of Executive’s subordinates at such times. If the Base Compensation is adjusted after the Effective Date, the Base Compensation defined above shall also be adjusted for all purposes of this Agreement.
|
(b)
|
Annual Bonus
. Executive will be eligible to participate in the Company’s annual cash incentive plan at a level that is commensurate with Executive’s position as determined by the Board (or any applicable committee thereof) in its sole and reasonable discretion. The Executive’s Annual Bonus target for service during the 2016 fiscal year will be 50% of Executive’s Base Compensation at December 31, 2016, prorated to account for the portion of the fiscal year during which the Executive was not employed by the Company. The Annual Bonus may be based upon achievement of performance measures and objectives established by the Board from time to time. The Annual Bonus is typically paid in the first fiscal quarter of the year following the applicable bonus year. For purposes of this Agreement, an “Annual Bonus” shall mean a cash bonus, if any, awarded by the Board (or any applicable committee thereof) to Executive in recognition of Executive’s service during the preceding fiscal year and in a manner consistent with the Company’s annual bonus programs for senior executives.
|
(c)
|
Long-Term Incentive Compensation
. Executive shall be eligible to participate in the Company’s long-term incentive plans that may be in effect from time to time for the Company and its subsidiaries including, without limitation, the Company’s 2016 Long-Term Incentive Plan and the Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (collectively the “Plans”), on terms commensurate with his position and duties, as determined by the Board or any other authorized administrator of a Plan (the “Plan Administrator”) in their sole discretion. Program design, including, without limitation, performance measures and weighting, is at the sole discretion of the Plan Administrator. Executive acknowledges that he may be granted awards under Plans that are not subject to the control of the Board (or any applicable committee thereof) including, without limitation, pursuant to the Delek Logistics GP, LLC 2012 Long-Term Incentive Plan. If so, the obligations of the Board (or any applicable committee thereof) hereunder including, without limitation, any obligation to accelerate the vesting of any such award, shall be fully discharged so long as the Board (or any applicable committee thereof) uses reasonable efforts to ensure that such obligations are met by the applicable Plan Administrator.
|
(a)
|
General Employee Benefits
. The Company shall make available to Executive, or cause to be made available to him, throughout the period of his employment hereunder, such benefits as may be put into effect from time to time by the Company generally for other senior executives of the Company. The Company expressly reserves the right to modify such benefits available to Executive at any time provided that such modifications apply to other similarly situated employees.
|
(b)
|
Business Expenses
. Executive will be reimbursed for all reasonable out-of-pocket business, business entertainment and travel expenses paid by him in connection with the performance of his duties for the Company, in accordance with and subject to applicable Company expense incurrence and reimbursement policies.
|
(c)
|
Other Benefits
. During the Term, the Company will pay the Executive’s reasonable costs of professional tax and financial counseling, provided that, beginning with the 2016 calendar year, the cost of each such benefit does not exceed $25,000 in any calendar year. Perquisites and other personal benefits that are not integrally and directly related to the performance of Executive’s duties and confer a direct or indirect benefit upon him that has a personal aspect may in the Company’s sole discretion, be recorded as taxable compensation to Executive and disclosed in public filings according to SEC regulations.
|
5.
|
Vacation Time / Sick Leave
. Executive will be granted 25 business days of vacation per calendar year. Unused vacation will accrue and carry over into a new calendar year during the Term and the amount attributed to accrued and unused vacation will be paid to Executive upon the termination of employment. Executive will be provided with sick leave according to the Company’s standard policies.
|
6.
|
Compliance with Company Policies
. Executive shall comply with and abide by all applicable policies and directives of the Company and its subsidiaries including, without limitation, the Codes of Business Conduct & Ethics for the Company and its subsidiaries, the Supplemental Insider Trading Policies for the Company and its subsidiaries and any applicable employee handbooks or manuals. The Company and its subsidiaries may, in their sole discretion, change, modify or adopt new policies and directives affecting Executive’s employment. In the event of any conflict between the terms of this Agreement and the employment policies and directives of the Company and its subsidiaries, the terms of this Agreement will control. The Executive acknowledges that the Company and its subsidiary, Delek Logistics Partners, LP (“DKL”), are currently subject to SEC reporting requirements pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the continued
|
7.
|
Confidentiality
. Executive recognizes that during the course of his employment, he will be exposed to information or ideas of a confidential or proprietary nature that pertain to Company’s business, financial, legal, marketing, administrative, personnel, technical or other functions or which constitute trade secrets (including, without limitation, specifications, designs, plans, drawings, software, data, prototypes, the identity of sources and markets, marketing information and strategies, business and financial plans and strategies, methods of doing business, data processing and technical systems, programs and practices, customers and users and their needs, sales history, financial health or material non-public information as defined under federal securities law) (collectively “Confidential Information”). Confidential Information also includes such information of third parties that has been provided to Company in confidence. All such information is deemed “confidential” or “proprietary” whether or not it is so marked. Information will not be considered Confidential Information to the extent that it is or becomes generally available to the public other than through any breach of this Agreement by or at the discretion of Executive. Nothing in this Section will prohibit the use or disclosure by Executive of knowledge that is in general use in the industry or general business knowledge, was known to him prior to his service to the Company or which enters the public domain other than through any breach of this Agreement by or at the discretion of Executive. Executive may also disclose such information if required by court order or applicable law provided that he (a) uses his reasonable best efforts to give the Company written notice as far in advance as is practicable to allow the Company to seek a protective order or other appropriate remedy (except to the extent that his compliance with the foregoing would cause him to violate a court order or other legal requirement), (b) discloses only such information as is required by law, and (c) uses his reasonable best efforts to obtain confidential treatment for any Confidential Information so disclosed. During Executive’s employment and for so long as the Confidential Information remains confidential or proprietary thereafter, he shall hold Confidential Information in confidence, shall use it only in connection with the performance of his duties on behalf of the Company, shall restrict its disclosure to those directors, employees or independent contractors of the Company with a need to know such Confidential Information, and shall not disclose, copy or use Confidential Information for the benefit of anyone other than the Company without the Company’s prior written consent. However, nothing in this Agreement shall prohibit the Executive from reporting possible violations of law to any governmental agency or entity in accordance with applicable whistleblower protection provisions including, without limitation, the rules promulgated under Section 21F of the Exchange Act or Section 806 of the Sarbanes-Oxley Act of 2002, or require the Executive to notify the Company (or obtain its prior approval) of any such reporting. Executive shall, upon Company’s request or his termination of employment, return to the Company and/or certify in a form satisfactory to the Company the destruction of any and all written documents containing Confidential Information in his possession, custody or control. For the avoidance of doubt, Executive shall not retain any copy in any form of any Confidential Information following such request or termination.
|
(a)
|
Non-Competition
.
|
(i)
|
In consideration of the Confidential Information provided to Executive and the other benefits provided to him pursuant to this Agreement, Executive agrees that, if his employment ends
|
(ii)
|
For any termination except for a termination by the Company for Cause, the “Non-Compete Period” shall commence upon the date that notice of termination of employment is delivered or deemed delivered under the notice provisions of this Agreement, it being acknowledged and agreed that the Non-Compete Period may commence to run, or even completely run, during a period of time during which Executive remains employed by the Company (assuming that he continues to be so employed after the delivery of such notice of termination). In the event of a termination by the Company for Cause, the Non-Compete Period shall commence upon the date that Executive’s employment with the Company ends.
|
(iii)
|
For purposes of this Section 8(a), the “Company’s Business” means the businesses conducted by the Company or its subsidiaries at the time of the termination of Executive’s employment over which he has primary responsibility at the time of the termination of his employment (it being agreed and understood that other aspects of the businesses conducted by the Company or its subsidiaries is not within such definition).
|
(iv)
|
For purposes of Section 8(a), the “Territory” shall mean the following geographic areas as of the commencement of the Non-Compete Period (A) a 75 mile radius from any of the Company’s petroleum and biodiesel refining facilities, (B) a 75 mile radius from any of the Company’s wholesale refined products distribution facilities and (C) a 50 mile radius from any of the Company’s retail fuel and/or convenience merchandise facilities.
|
(b)
|
Non-Interference with Commercial Relationships
. During Executive’s employment with the Company, and for a period of six months thereafter, Executive will not, directly or indirectly, either as an individual or as an employee, officer, director, shareholder, partner, equity participant, sole proprietor, independent contractor, consultant or in any other capacity whatsoever approach or solicit any customer or vendor of Company for the purpose of causing, directly or indirectly, any such customer or vendor to cease doing business with the Company or its affiliates, nor will Executive engage in any other activity that interferes or could reasonably be expected to interfere in any material way with the commercial relationships between the Company and its affiliates and such customers or vendors. The foregoing covenant shall be in addition to any other covenants or agreements to which Executive may be subject.
|
(c)
|
Non-Interference with Employment Relationships
. During Executive’s employment with the Company, and for a period of one year thereafter, Executive shall not, without the Company’s prior written consent, directly or indirectly: (i) induce or attempt to induce any Company employee to terminate his/her employment with the Company; or (ii) interfere with or disrupt the Company’s relationship with any of its employees or independent contractors. The foregoing does not prohibit Executive (personally or as an employee, officer, director, shareholder, partner, equity participant, sole proprietor, independent contractor, consultant or in any other capacity) from hiring or employing an individual that contacts
|
(d)
|
It is understood and agreed that the scope of each of the covenants contained in this Section 8 is reasonable as to time, area, and persons and is necessary to protect the legitimate business interest of the Company. It is further agreed that such covenants will be regarded as divisible and will be operative as to time, area and persons to the extent that they may be so operative.
|
9.
|
Copyright, Inventions, Patents
. The Company shall have all right, title and interest to all intellectual property (including, without limitation, graphic designs, copyrights, trademarks and patents) created by Executive during the course of Executive’s employment with the Company. Executive hereby assigns to Company all copyright ownership and rights to any work product developed by him or at his discretion and reduced to practice for or on behalf of the Company or which relate to the Company’s business during the course of the employment relationship. At the Company’s expense and for a period beginning on the Effective Date and continuing for three years following the termination of his employment, Executive shall use his reasonable best efforts to assist or support the Company to obtain, maintain, and assert its rights in such intellectual property and work product including, without limitation, the giving of evidence in suits and proceedings, and the furnishing and/or assigning of all documentation and other materials relative to the Company’s intellectual property rights.
|
(a)
|
Termination By Company For Cause
. The Company may immediately terminate this Agreement and/or Executive’s employment at any time for Cause. Upon any such termination, the Company shall be under no further obligation to Executive hereunder except as otherwise required by law, and the Company will reserve all further rights and remedies available to it at law or in equity.
|
(b)
|
Termination By Executive For Good Reason
. Within 30 calendar days after Executive becomes (or should have become) aware of the occurrence of a Good Reason during the Term, Executive may terminate this Agreement (and his employment hereunder) by providing 30 calendar days advance written notice of termination and provided that the condition remains uncured by the end of such 30-day period. After such 30-day period, Executive shall either resign his employment immediately or, if he continues in employment beyond such 30-day period, Executive shall have irrevocably waived and released any right to resign for Good Reason based upon the circumstances identified in his advance notice of termination. In the event of any such termination, Executive shall be entitled to the separation benefits under Section 10(c) as if the Company had terminated his employment without Cause. This provision shall not apply if Executive is terminated by reason of death or Disability.
|
(c)
|
Termination At-Will By Company
. Subject to the provisions of (f) below, the Company may terminate this Agreement (and Executive’s employment hereunder) at any time and for any reason. If the termination occurs during the Term and is other than for Cause, Executive shall be entitled to the following (in addition to all accrued compensation and benefits through the date of termination): (i) the Separation Payment, (ii) the costs of continuing family health insurance coverage under COBRA for 12 months following termination of employment, provided, that the Company may, in its sole discretion, (A) pay such amounts directly to the applicable provider or (B) pay an equivalent amount directly to Executive, (iii) the Post-Employment Annual Bonus and (iv) Accelerated Vesting upon termination. This provision shall not apply if Executive is terminated by reason of death or Disability.
|
(d)
|
Termination At-Will By Executive
. Executive may terminate this Agreement (and Executive’s employment hereunder) at any time and for any reason (other than death or Disability). If Executive
|
(i)
|
If Executive terminates his employment during the Term other than for a Good Reason and provides at least three months advance written notice of termination (even if the Required Notice is less than three months), Executive shall be entitled to a single lump sum payment upon termination equal to 50% of his annualized salary at the time the notice of termination is delivered and the costs of continuing family health insurance coverage under COBRA for 12 months following termination of employment, provided, that the Company may, in its sole discretion, (A) pay such amounts directly to the applicable provider or (B) pay an equivalent amount directly to Executive.
|
(ii)
|
If Executive (A) terminates his employment during the Term other than for a Good Reason without providing the Required Notice or (B) fails to render services to the Company in a diligent and good faith manner after the delivery of the Required Notice and continues or repeats such failure after receiving written notice of such failure, he shall receive compensation only in the manner stated in Section 10(a) and the Company may immediately terminate his employment. This Section 10(d)(ii) shall not apply if Executive is terminated by reason of death or Disability.
|
(e)
|
Accelerated Termination After Notice
. Nothing herein shall limit the Company’s right to terminate this Agreement and/or Executive’s employment after the Company receives notice of termination from him. However, if the Company receives the Required Notice from Executive and then terminates this Agreement and/or his employment for any reason other than for Cause or under Section 10(d)(ii)(B), his employment shall terminate on (and post-employment provisions of Sections 7, 8(b), 8(c) and 9 shall be effective from) the date on which the Company terminates Executive’s employment but he shall be entitled to a single lump sum payment of the amount of such compensation, bonuses, vesting and other benefits as if his termination had been effective on the earlier of (i) the termination date specified in his notice of termination or (ii) three months following his notice of termination.
|
(f)
|
Separation Release
. Notwithstanding anything
to the
contrary, but subject to any applicable six-month delay required by Section 18 hereof and Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), if a payment is otherwise payable to Executive hereunder, payment of such Separation Payment shall be payable in cash to him at the end of the month following the month in which his separation from service (within the meaning of Section 409A) occurs (or such later date as may be required by law). However, Executive’s right to receive the Separation Payment shall be conditioned upon (i) his execution and delivery to the Company of a Separation Release (and the expiration of any statutorily mandated revocation period) within 30 days (or such longer period as may be required by law) following the separation from service date and (ii) his continued compliance with this Agreement and any other restrictive covenants to which he is bound. If Executive fails to timely execute and deliver the Separation Release or if he timely revokes his acceptance of the Separation Release thereafter (if such revocation is permitted), he shall not be entitled to the Separation Payment and shall repay any Separation Payment received. If the foregoing consideration and revocation periods begin in one taxable year and end in a second taxable year, payment will be made in the second taxable year.
|
(g)
|
Termination upon Disability or Death
. In the event that Executive’s employment ceases due to his death or Disability, Executive shall be entitled to the following (in addition to all accrued compensation
|
(h)
|
Definitions
. The following terms shall have the following meanings as used in this Agreement:
|
(i)
|
“Accelerated Vesting” means the immediate vesting of all unvested equity awards granted to Executive under the Plans. However, any Accelerated Vesting that occurs other than in the context of a Change in Control will apply to unvested (A) performance awards on a prorated basis through the termination of employment, based on actual results evaluated after the close of the applicable performance period and payable in a lump sum at the same time as performance awards are paid to executives of the Company generally and (B) full value equity awards (e.g., restricted stock, restricted stock units and phantom units) and appreciation equity awards (e.g., non-qualified stock options and stock appreciation rights) only to the extent that such awards that would have vested if Executive’s employment had continued during a period equal to the lesser of six months following termination of employment or the balance of the Term.
|
(ii)
|
“Cause” means Executive’s: (A) fraud, gross negligence, willful misconduct involving the Company or its affiliates or willful breach of a fiduciary duty, including, without limitation, Section 7 hereof, owed to the Company or its affiliates, (B) conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude or (C)
deliberate and continual refusal to perform his duties in any material respect on substantially a full-time basis or to act in accordance with any specific and lawful instruction of his supervisor provided that Executive has been given written notice of such conduct and such conduct is not cured within 30 days thereafter.
|
(iii)
|
“Good Reason” means (A) the Company materially breaches this Agreement (it being acknowledged that any failure to pay any significant compensation or benefits at the times due under this Agreement shall be deemed a material breach), (B) the Company significantly reduces the scope of Executive’s duties under Section 2, (C) the Company reduces Executive’s Base Compensation under Section 3 other than as part of a base compensation reduction plan generally applicable to other similar senior executive employees, (D) the Company pays base compensation to any of Executive’s subordinates at an annualized rate in excess of Executive’s then-current Base Compensation, or (E) the Company requires Executive to relocate to any location that increases his commuting distance by more than 50 miles.
|
(iv)
|
“Release Expiration Date” shall mean the date of the expiration of any and all waiting and revocation periods in the Separation Release.
|
(v)
|
“Disability” means the inability of Executive to perform the customary duties of his employment or other service with the Company or its affiliates by reason of a physical or mental incapacity or illness that is expected to result in death or to be of indefinite duration, as determined by a duly licensed physician selected by the Company.
|
(vi)
|
“Post-Employment Annual Bonus” shall mean the Annual Bonus to which Executive would have otherwise been entitled if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs.
|
(vii)
|
“Separation Release” means a general release of claims against the Company (and its subsidiaries and affiliates) in a form reasonably satisfactory to Executive and the Company that pertains to all claims related to Executive’s employment and the termination of his employment and that contains appropriate anti-disparagement and continuing confidentiality covenants.
|
(viii)
|
“Separation Payment” shall mean an amount equal the sum of Executive’s Base Compensation and target Annual Bonus as in effect immediately before any notice of termination multiplied by (A) two in the case of a Change in Control and (B) one in all other cases. The Separation Payment shall be payable in a cash lump sum pursuant to Section 10(f). Executive shall have no responsibility for mitigating the amount of any payment provided for herein by seeking other employment or otherwise, and any such payment will not be reduced in the event such other employment is obtained.
|
11.
|
Change in Control
.
|
(a)
|
If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within two years following a Change in Control, the termination of his employment shall be deemed to have occurred in the context of a Change in Control, and he shall be entitled to the separation benefits set forth in Section 10(c); provided, however, that if the separation benefits would result in an excess parachute payment under Internal revenue Code Section 280G(a), the separation benefits shall be reduced so as not to result in an excess parachute payment.
|
(b)
|
For purposes of this Agreement, a “Change in Control” of the Company shall mean any of the following:
|
(i)
|
Any “person” (as defined in Section 13(h)(8)(E) of the Exchange Act), other than the Company or any of its subsidiaries or any employee benefit plan of the Company or any of its subsidiaries, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (or any successor to all or substantially all of the Company’s assets) representing more than 30% of the combined voting power of the Company’s (or such successor’s) then outstanding voting securities that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company (or such successor) in the ordinary course of business);
|
(ii)
|
As the result of, or in connection with, any cash tender or exchange offer, merger or other business combination or contested election, or any combination of the foregoing transactions, less than 51% of the combined voting power of the then outstanding securities of the Company or any successor company or entity entitled to vote generally in the election of the directors of the Company or such other corporation or entity after such transaction are held in the aggregate by the holders of the Company’s securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction;
|
(iii)
|
All or substantially all of the assets of the Company are sold, exchanged or otherwise transferred;
|
(iv)
|
The Company’s stockholders approve a plan of liquidation or dissolution of the Company; or
|
(v)
|
During any 12 month period within the Term, Continuing Directors cease for any reason to constitute at least a majority of the Board. For this purpose, a “Continuing Director” is any person who at the beginning of the Term was a member of the Board, or any person first elected to the Board during the Term whose election, or the nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the Continuing Directors then in office, but excluding any person (A) initially appointed or elected to office as result of either an actual or threatened election and/or proxy contest by or on behalf of any “person” or “group” (within the meaning of Section 13(d) of the Exchange Act) other than the Board, or (B) designated by any “person” or “group” (within the meaning of Section 13(d) of the Exchange Act) ) who has entered into an agreement with the Company to effect a transaction described in Section 11(b)(i) through (iv).
|
12.
|
Survival of Terms
. The provisions of Sections 7, 8(b), 8(c), 9 and 10 shall survive the termination or expiration of this Agreement and will continue in effect following the termination of Executive’s employment for the periods described therein. If a Change in Control occurs during the Term, the provisions of Section 11 shall survive the termination or expiration of this Agreement and will continue in effect following the Change in Control for the periods described therein. The provisions of Section 8(a) shall survive the termination (but not the expiration) of this Agreement.
|
13.
|
Assignment
. This Agreement shall not be assignable by either party without the written consent of the other party except that the Company may assign this Agreement to a subsidiary or affiliate of the Company. Any failure by the Company to assign this Agreement to an unaffiliated third party successor upon the Company’s sale or transfer of all or substantially all of its business will be considered the termination of Executive’s employment in the context of a Change in Control effective upon the closing of the applicable transaction without an assignment to the successor, which closing constitutes a Change in Control. Any failure by Executive to consent to the assignment of this Agreement to such unaffiliated third party successor will be considered the termination of his employment for a Good Reason other than in the context of a Change in Control effective upon the closing of the applicable Change in Control transaction without any assignment to the successor. For the avoidance of doubt, the parties acknowledge that the payment of any benefits under this Section 13 shall be made in accordance with the applicable provision of Section 10 or 11 of this Agreement within 30 days of the closing date of the Change in Control transaction, and no payments will be made pursuant to this Section 13 if a Change in Control transaction does not occur.
|
14.
|
No Inducement / Agreement Voluntary
. Executive represents that (a) he has not been pressured, misled, or induced to enter into this Agreement based upon any representation by Company or its agents not contained herein, (b) he has entered into this Agreement voluntarily, after having the opportunity to consult with legal counsel and other advisors of his own choosing, and (c) his assent is freely given.
|
15.
|
Interpretation
. Any Section, phrase or other provision of this Agreement that is determined by a court, arbitrator or arbitration panel of competent jurisdiction to be unreasonable or in conflict with any applicable statute or rule, shall be deemed, if possible, to be modified or altered so that it is not unreasonable or in conflict or, if that is not possible, then it shall be deemed omitted from this Agreement. The invalidity of any portion of this Agreement shall not affect the validity of the remaining portions. Unless expressly stated to the contrary, all references to “days” in this Agreement shall mean calendar days.
|
16.
|
Prior Agreements / Amendments
. This Agreement (a) represents the entire agreement between the parties in relation to the employment of Executive by the Company on, and subsequent to, the Effective Date and (b) revokes and supersedes all prior agreements pertaining to the subject matter herein, whether written and oral. However, this Agreement does not nullify or otherwise affect any prior equity awards granted to Executive. This Agreement shall not be subject to modification or amendment by any oral representation, or any written statement by either party, except for a dated writing signed by Executive and the Company.
|
17.
|
Notices
. All notices of any kind to be delivered in connection with this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered or if sent by nationally-recognized overnight courier (e.g., FedEx, UPS, DHL, etc.) or by registered or certified mail, return receipt requested and postage prepaid, addressed to the Company at 7102 Commerce Way, Brentwood, Tennessee 37027, Attn: General Counsel, to Executive at his then-existing payroll address, or to such other address as the party to whom notice is to be given may have furnished to the other in writing in accordance with the provisions of this Section. Any such notice or communication shall be deemed to have been received: (a) if by personal delivery or nationally-recognized overnight courier, on the date of such delivery and (b) if by registered or certified mail, on the third postal service day following the date postmarked.
|
18.
|
Applicable Law
. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without giving effect to its principles of conflicts of law. The state and federal courts for Davidson County, Tennessee shall be the exclusive venue for any litigation based in significant part upon this Agreement.
|
(a)
|
Any dispute concerning a legally cognizable claim arising out of this Agreement or in connection with the employment of Executive by Company, including, without limitation, claims of breach of contract, fraud, unlawful termination, discrimination, harassment, retaliation, defamation, tortious infliction of emotional distress, unfair competition, arbitrability and conversion (collectively a “Legal Dispute”) shall be resolved according to the following protocol:
|
(i)
|
The parties shall first submit the Legal Dispute to mediation under the auspices of the American Arbitration Association (“AAA”) and pursuant to the mediation rules and procedures promulgated by the AAA. The Company shall pay the expenses associated with the mediation.
|
(ii)
|
In the event mediation is unsuccessful in fully resolving the Legal Dispute, binding arbitration shall be the method of final resolution. The parties expressly waive their rights to bring action against one another in a court of law except as expressly provided herein. In addition to remedies at law, the parties acknowledge that failure to comply with this provision shall entitle the non-breaching party to injunctive relief to enjoin the actions of the breaching party. Any Legal Dispute submitted to Arbitration shall be under the auspices of the AAA and pursuant to the “National Rules for the Resolution of Employment Disputes,” or any similar identified rules promulgated at such time the Legal Dispute is submitted for resolution. All mediation
|
(b)
|
Notice of submission of any Legal Dispute to mediation shall be provided no later than one year following the date the submitting party became aware, or should have become aware of, the conduct constituting the alleged claims. Failure to do so shall result in the irrevocable waiver of the claim made in the Legal Dispute.
|
(c)
|
Notwithstanding that mediation and arbitration are established as the exclusive procedures for resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial or administrative forum for injunctive relief and (ii) claims by Company arising in connection with Sections 7, 8 and/or 9 may be brought in any court of competent jurisdiction.
|
(d)
|
With respect to any breach or attempted breach of Sections 7, 8 and/or 9 of this Agreement, each party acknowledges that a remedy at law will be inadequate, agrees that the Company will be entitled to specific performance and injunctive and other equitable relief and agrees not to use as a defense that any party has an adequate remedy at law. This Agreement shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection herewith. Such remedy shall not be exclusive and shall be in addition to any other remedies now or hereafter existing at law or in equity, by statute or otherwise. No delay or omission in exercising any right or remedy set forth in this Agreement shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy.
|
(a)
|
It is intended that each installment of the payments provided under this Agreement, if any, is a separate “payment” for purposes of Section 409A and the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(9)(iii) and 1.409A-1(b)(9)(v). Notwithstanding any other provision to the contrary, a termination of employment with the Company shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” (as such term is defined in Section 409A and the Treasury Regulations promulgated thereunder) upon or following a termination of employment unless such termination is also a “separation from service” from the Company within the meaning of Section 409A and Section 1.409A-1(h) of the Treasury Regulations and, for purposes of any such provision of this Agreement, references to a “separation,” “termination,” “termination of employment” or like terms shall mean “separation from service.”
|
(b)
|
Notwithstanding anything to the contrary in this Agreement, if the Company determines (i) that on the date his employment with the Company terminates or at such other time that the Company determines to be relevant, Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company and (ii) that any payments to be provided to him pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six months after the date of his “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or, if earlier, the date of his death. Any payments delayed pursuant to this Section shall
|
(c)
|
In addition, to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which Executive participates during the term of his employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A, then such amount shall be reimbursed in accordance with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations, including (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii)
the right to any reimbursement or in-kind benefit is not subject to liquidation or exchange for another benefit.
|
(d)
|
For the avoidance of doubt, any payment due under this Agreement within a period following Executive’s termination of employment or other event, shall be made on a date during such period as determined by the Company in its sole discretion.
|
(e)
|
Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A and the Treasury Regulations promulgated thereunder be subject to offset by any other amount unless otherwise permitted by Section 409A.
|
(f)
|
This Agreement is intended to comply with the applicable requirements under Section 409A and the related Treasury Regulations and guidance issued by the Department of the Treasury, as modified from time to time, including exceptions and exemptions provided for therein (the “409A Requirements”). Accordingly, this Agreement shall be administered, construed and interpreted in a manner to comply with the 409A Requirements. Specifically, and without limiting the foregoing, if any terms set forth in this Agreement are considered to be ambiguous, such terms shall be administered, construed and interpreted in a manner to comply with the 409A Requirements.
|
TSR Rank
|
Percentage of Target PRSUs Vested
|
75th Percentile or above
|
_____%
|
50th Percentile
|
_____%
|
25th Percentile
|
_____%
|
Below 25th Percentile
|
0%
|
Company Name:
|
State of
Incorporation:
|
Delek Refining, Inc.
|
DE
|
Delek U.S. Refining GP, LLC
|
TX
|
Delek Refining, Ltd.
|
TX
|
Lion Oil Company
|
AR
|
Lion Oil Trading & Transportation, LLC
|
TX
|
J. Christy Construction Co., Inc.
|
AR
|
Delek Marketing & Supply, LLC
|
DE
|
Delek Logistics Services Company
|
DE
|
Delek Logistics GP, LLC
|
DE
|
Delek Logistics Partners, LP
|
DE
|
Delek Logistics Operating, LLC
|
DE
|
Delek Marketing & Supply, LP
|
DE
|
Delek Marketing GP, LLC
|
DE
|
Delek Crude Logistics, LLC
|
TX
|
Delek Marketing-Big Sandy, LLC
|
TX
|
Paline Pipeline Company, LLC
|
TX
|
Magnolia Pipeline Company, LLC
|
DE
|
SALA Gathering Systems, LLC
|
TX
|
El Dorado Pipeline Company, LLC
|
DE
|
DKL Transportation, LLC
|
DE
|
DKL RIO, LLC
|
DE
|
DKL Caddo, LLC
|
DE
|
Delek Finance, Inc.
|
DE
|
Delek Renewables, LLC
|
DE
|
Delek Helena, LLC
|
DE
|
Delek Rail Logistics, Inc.
|
TX
|
DK Canada Energy ULC
|
BC (Canada)
|
Delek Holdco, Inc.
|
DE
|
Dione Mergeco, Inc.
|
DE
|
Astro Mergeco, Inc.
|
DE
|
Delek Land Holdings, LLC
|
DE
|
|
/s/ Ezra Uzi Yemin
|
Ezra Uzi Yemin
|
Date: February 27, 2017
|
|
/s/ William J. Finnerty
|
William J. Finnerty
|
Date: February 27, 2017
|
|
/s/ Carlos E. Jordá
|
Carlos E. Jordá
|
Date: February 27, 2017
|
|
/s/ Charles H. Leonard
|
Charles H. Leonard
|
Date: February 27, 2017
|
|
/s/ Gary M. Sullivan, Jr.
|
Gary M. Sullivan, Jr.
|
Date: February 27, 2017
|
|
/s/ Shlomo Zohar
|
Shlomo Zohar
|
Date: February 27, 2017
|
By:
|
/s/ Ezra Uzi Yemin
|
|
Ezra Uzi Yemin,
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
By:
|
/s/ Assaf Ginzburg
|
|
Assaf Ginzburg,
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
By:
|
/s/ Ezra Uzi Yemin
|
|
Ezra Uzi Yemin,
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
By:
|
/s/ Assaf Ginzburg
|
|
Assaf Ginzburg,
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
Page
|
Audited Consolidated Financial Statements:
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
F-2
|
Consolidated Balance Sheets as of December 31, 2016 and 2015
|
|
F-4
|
Consolidated Statements of Operations for the Years Ended December 31, 2016, 2015 and 2014
|
|
F-5
|
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2016, 2015, and 2014
|
|
F-6
|
Consolidated Statement of Stockholders’ Equity for the Years Ended December 31, 2016, 2015 and 2014
|
|
F-7
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014
|
|
F-8
|
Notes to Consolidated Financial Statements
|
|
F-9
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
136,302
|
|
|
$
|
234,127
|
|
Accounts and other receivables, net
|
134,744
|
|
|
119,171
|
|
||
Income tax receivable
|
32,984
|
|
|
3,741
|
|
||
Inventories
|
130,502
|
|
|
105,515
|
|
||
Deferred income tax asset
|
14,858
|
|
|
13,786
|
|
||
Prepaid expenses and other current assets
|
36,761
|
|
|
28,275
|
|
||
Total current assets
|
486,151
|
|
|
504,615
|
|
||
Equity method investments
|
33,431
|
|
|
42,811
|
|
||
Property, plant and equipment, net
|
1,366,895
|
|
|
1,380,202
|
|
||
Goodwill
|
62,885
|
|
|
62,885
|
|
||
Other assets, net
|
160,797
|
|
|
185,625
|
|
||
Total assets
|
$
|
2,110,159
|
|
|
$
|
2,176,138
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
328,561
|
|
|
$
|
315,721
|
|
Accrued liabilities
|
100,529
|
|
|
93,780
|
|
||
Current portion of long-term debt
|
16,414
|
|
|
16,420
|
|
||
Total current liabilities
|
445,504
|
|
|
425,921
|
|
||
Other non-current liabilities
|
188,833
|
|
|
165,935
|
|
||
Long-term debt
|
511,552
|
|
|
539,542
|
|
||
Deferred income tax liability
|
381,857
|
|
|
380,580
|
|
||
Total liabilities
|
1,527,746
|
|
|
1,511,978
|
|
||
Commitments and contingencies (Note 22)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, par value $0.01, 15,000,000 shares authorized; and no shares issued and outstanding at December 31, 2016 and 2015
|
—
|
|
|
—
|
|
||
Common stock, par value $0.01, 150,000,000 shares authorized; 71,578,093 and 70,960,461 shares issued and outstanding at December 31, 2016 and 2015, respectively
|
716
|
|
|
710
|
|
||
Additional paid-in capital
|
530,625
|
|
|
526,035
|
|
||
Accumulated other comprehensive loss, net of tax
|
(26,111
|
)
|
|
(28,808
|
)
|
||
Retained earnings
|
15,878
|
|
|
141,201
|
|
||
Total stockholders’ equity
|
521,108
|
|
|
639,138
|
|
||
Non-controlling interest in subsidiaries
|
61,305
|
|
|
25,022
|
|
||
Total equity
|
582,413
|
|
|
664,160
|
|
||
Total liabilities and equity
|
$
|
2,110,159
|
|
|
$
|
2,176,138
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales (1)
|
$
|
3,913,404
|
|
|
$
|
4,338,152
|
|
|
$
|
6,779,456
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of sales
|
3,376,803
|
|
|
3,515,406
|
|
|
6,002,270
|
|
|||
Direct operating expenses
|
262,706
|
|
|
255,534
|
|
|
281,686
|
|
|||
Selling, general and administrative expenses
|
194,078
|
|
|
200,195
|
|
|
170,139
|
|
|||
Depreciation and amortization
|
145,577
|
|
|
126,494
|
|
|
124,063
|
|
|||
Total operating costs and expenses
|
3,979,164
|
|
|
4,097,629
|
|
|
6,578,158
|
|
|||
Gain (loss) on disposition of assets
|
(1,650
|
)
|
|
1,914
|
|
|
274
|
|
|||
Loss on impairment of goodwill
|
—
|
|
|
(39,028
|
)
|
|
—
|
|
|||
Operating income (loss)
|
(67,410
|
)
|
|
203,409
|
|
|
201,572
|
|
|||
Interest expense
|
(69,717
|
)
|
|
(79,826
|
)
|
|
(111,143
|
)
|
|||
Equity earnings of investees
|
9,813
|
|
|
6,669
|
|
|
1,678
|
|
|||
Other income, net
|
692
|
|
|
417
|
|
|
674
|
|
|||
Income (loss) before income tax expense (benefit)
|
(126,622
|
)
|
|
130,669
|
|
|
92,781
|
|
|||
Income tax expense (benefit)
|
(46,789
|
)
|
|
48,282
|
|
|
22,913
|
|
|||
Net income (loss)
|
(79,833
|
)
|
|
82,387
|
|
|
69,868
|
|
|||
Net income attributable to non-controlling interest
|
2,972
|
|
|
29,636
|
|
|
31,411
|
|
|||
Net income (loss) available to stockholders
|
$
|
(82,805
|
)
|
|
$
|
52,751
|
|
|
$
|
38,457
|
|
Earnings (loss) per share, basic
|
$
|
(1.17
|
)
|
|
$
|
0.76
|
|
|
$
|
0.56
|
|
Weighted average shares outstanding, basic (in thousands)
|
70,739
|
|
|
69,772
|
|
|
68,985
|
|
|||
Earnings (loss) per share, diluted
|
$
|
(1.17
|
)
|
|
$
|
0.75
|
|
|
$
|
0.55
|
|
Weighted average shares outstanding, diluted (in thousands)
|
70,739
|
|
|
70,714
|
|
|
69,373
|
|
|||
Cash dividends per share
|
$
|
0.60
|
|
|
$
|
0.55
|
|
|
$
|
0.53
|
|
(1)
|
Includes excise taxes on sales by the retail segment of
$81,602
,
$77,860
and
$75,409
for the
years
ended December 31, 2016, 2015 and
2014
, respectively.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss)
|
$
|
(79,833
|
)
|
|
$
|
82,387
|
|
|
$
|
69,868
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Postretirement benefit plans:
|
|
|
|
|
|
||||||
Unrealized gain (loss) arising during the year related to:
|
|
|
|
|
|
||||||
Net actuarial gain (loss)
|
(3,931
|
)
|
|
357
|
|
|
(16,498
|
)
|
|||
Curtailment
|
5,199
|
|
|
—
|
|
|
—
|
|
|||
(Gain) loss reclassified to earnings:
|
|
|
|
|
|
||||||
Amortization of net actuarial loss (1)
|
3,878
|
|
|
4,226
|
|
|
3,466
|
|
|||
Amortization of prior service credit (1)
|
(719
|
)
|
|
(364
|
)
|
|
(364
|
)
|
|||
Net gain (loss), before tax
|
4,427
|
|
|
4,219
|
|
|
(13,396
|
)
|
|||
Income tax expense (benefit)
|
1,616
|
|
|
1,540
|
|
|
(4,559
|
)
|
|||
Net gain (loss), net of tax
|
2,811
|
|
|
2,679
|
|
|
(8,837
|
)
|
|||
Interest rate derivatives designated as cash flow hedges:
|
|
|
|
|
|
||||||
Unrealized holding loss arising during period
|
(533
|
)
|
|
(1,276
|
)
|
|
(1,292
|
)
|
|||
Loss reclassified to earnings - interest expense
|
753
|
|
|
338
|
|
|
54
|
|
|||
Net gain (loss), before tax
|
220
|
|
|
(938
|
)
|
|
(1,238
|
)
|
|||
Income tax expense (benefit)
|
80
|
|
|
(343
|
)
|
|
(458
|
)
|
|||
Net gain (loss), net of tax
|
140
|
|
|
(595
|
)
|
|
(780
|
)
|
|||
Commodity contracts designated as cash flow hedges:
|
|
|
|
|
|
||||||
Unrealized holding gain arising during period
|
—
|
|
|
6,070
|
|
|
50,288
|
|
|||
Amortization of unrealized (gain) loss on de-designated cash flow hedges - cost of sales
|
—
|
|
|
(41,948
|
)
|
|
15,572
|
|
|||
Net gain (loss), before tax
|
—
|
|
|
(35,878
|
)
|
|
65,860
|
|
|||
Income tax expense (benefit)
|
—
|
|
|
(13,276
|
)
|
|
24,358
|
|
|||
Net gain (loss), net of tax
|
—
|
|
|
(22,602
|
)
|
|
41,502
|
|
|||
Total other comprehensive income (loss), net of tax
|
2,951
|
|
|
(20,518
|
)
|
|
31,885
|
|
|||
Comprehensive income (loss)
|
(76,882
|
)
|
|
61,869
|
|
|
101,753
|
|
|||
Comprehensive income attributable to non-controlling interest
|
3,226
|
|
|
29,468
|
|
|
34,239
|
|
|||
Comprehensive income (loss) attributable to stockholders
|
$
|
(80,108
|
)
|
|
$
|
32,401
|
|
|
$
|
67,514
|
|
(1)
|
These accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit cost, as further discussed in Note 15. Net periodic benefit cost is reflected in direct operating expenses and selling, general and administrative expenses in the consolidated statements of operations.
|
ALON USA ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(dollars in thousands)
|
|||||||||||||||||||||||||||||||
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
Total Stockholders’
Equity
|
|
Non-controlling
Interest
|
|
Total
Equity
|
||||||||||||||||
Balance at December 31, 2013
|
$
|
682
|
|
|
$
|
686
|
|
|
$
|
509,170
|
|
|
$
|
(37,515
|
)
|
|
$
|
124,936
|
|
|
$
|
597,959
|
|
|
$
|
27,445
|
|
|
$
|
625,404
|
|
Stock compensation expense
|
—
|
|
|
9
|
|
|
7,915
|
|
|
—
|
|
|
—
|
|
|
7,924
|
|
|
(428
|
)
|
|
7,496
|
|
||||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,483
|
)
|
|
(36,483
|
)
|
|
(1,134
|
)
|
|
(37,617
|
)
|
||||||||
Dividends of common stock on preferred stock
|
—
|
|
|
1
|
|
|
42
|
|
|
—
|
|
|
(59
|
)
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
||||||||
Distributions to non-controlling interest in the Partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,242
|
)
|
|
(23,242
|
)
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,457
|
|
|
38,457
|
|
|
31,411
|
|
|
69,868
|
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
29,057
|
|
|
—
|
|
|
29,057
|
|
|
2,828
|
|
|
31,885
|
|
||||||||
Balance at December 31, 2014
|
682
|
|
|
696
|
|
|
517,127
|
|
|
(8,458
|
)
|
|
126,851
|
|
|
636,898
|
|
|
36,880
|
|
|
673,778
|
|
||||||||
Stock compensation expense
|
—
|
|
|
13
|
|
|
8,217
|
|
|
—
|
|
|
—
|
|
|
8,230
|
|
|
(1,436
|
)
|
|
6,794
|
|
||||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,387
|
)
|
|
(38,387
|
)
|
|
(415
|
)
|
|
(38,802
|
)
|
||||||||
Dividends of common stock on preferred stock
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
(14
|
)
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||||||
Preferred stock conversion
|
(682
|
)
|
|
1
|
|
|
681
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions to non-controlling interest in the Partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,475
|
)
|
|
(39,475
|
)
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,751
|
|
|
52,751
|
|
|
29,636
|
|
|
82,387
|
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,350
|
)
|
|
—
|
|
|
(20,350
|
)
|
|
(168
|
)
|
|
(20,518
|
)
|
||||||||
Balance at December 31, 2015
|
—
|
|
|
710
|
|
|
526,035
|
|
|
(28,808
|
)
|
|
141,201
|
|
|
639,138
|
|
|
25,022
|
|
|
664,160
|
|
||||||||
Stock compensation expense
|
—
|
|
|
6
|
|
|
4,590
|
|
|
—
|
|
|
—
|
|
|
4,596
|
|
|
(54
|
)
|
|
4,542
|
|
||||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,518
|
)
|
|
(42,518
|
)
|
|
(401
|
)
|
|
(42,919
|
)
|
||||||||
Acquisition of California renewable fuels facility
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,774
|
|
|
37,774
|
|
||||||||
Distributions to non-controlling interest in the Partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,262
|
)
|
|
(4,262
|
)
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82,805
|
)
|
|
(82,805
|
)
|
|
2,972
|
|
|
(79,833
|
)
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
2,697
|
|
|
—
|
|
|
2,697
|
|
|
254
|
|
|
2,951
|
|
||||||||
Balance at December 31, 2016
|
$
|
—
|
|
|
$
|
716
|
|
|
$
|
530,625
|
|
|
$
|
(26,111
|
)
|
|
$
|
15,878
|
|
|
$
|
521,108
|
|
|
$
|
61,305
|
|
|
$
|
582,413
|
|
ALON USA ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(79,833
|
)
|
|
$
|
82,387
|
|
|
$
|
69,868
|
|
Adjustments to reconcile net income (loss) to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
145,577
|
|
|
126,494
|
|
|
124,063
|
|
|||
Stock compensation
|
7,352
|
|
|
9,953
|
|
|
7,496
|
|
|||
Deferred income taxes
|
(2,650
|
)
|
|
5,906
|
|
|
5,961
|
|
|||
Equity earnings of investees, net of dividends
|
(4,021
|
)
|
|
(2,274
|
)
|
|
—
|
|
|||
Amortization of debt issuance costs
|
3,052
|
|
|
3,595
|
|
|
3,759
|
|
|||
Amortization of original issuance discount
|
6,831
|
|
|
6,273
|
|
|
6,306
|
|
|||
Write-off of unamortized debt issuance costs
|
—
|
|
|
—
|
|
|
558
|
|
|||
Write-off of unamortized original issuance discount
|
—
|
|
|
—
|
|
|
391
|
|
|||
(Gain) loss on disposition of assets
|
1,650
|
|
|
(1,914
|
)
|
|
(274
|
)
|
|||
Loss on impairment of goodwill
|
—
|
|
|
39,028
|
|
|
—
|
|
|||
Unrealized (gain) loss on commodity swaps
|
14,799
|
|
|
(7,937
|
)
|
|
(3,778
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and other receivables, net
|
(13,553
|
)
|
|
18,369
|
|
|
77,658
|
|
|||
Income tax receivable
|
(29,243
|
)
|
|
5,455
|
|
|
6,857
|
|
|||
Inventories
|
(24,925
|
)
|
|
17,288
|
|
|
4,983
|
|
|||
Prepaid expenses and other current assets
|
(8,176
|
)
|
|
(1,960
|
)
|
|
(7,686
|
)
|
|||
Other assets, net
|
18,261
|
|
|
(11,782
|
)
|
|
(27,506
|
)
|
|||
Accounts payable
|
35,130
|
|
|
(37,179
|
)
|
|
(68,482
|
)
|
|||
Accrued liabilities
|
1,548
|
|
|
(14,170
|
)
|
|
3,733
|
|
|||
Other non-current liabilities
|
(12,283
|
)
|
|
(11,467
|
)
|
|
(10,249
|
)
|
|||
Net cash provided by operating activities
|
59,516
|
|
|
226,065
|
|
|
193,658
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(58,644
|
)
|
|
(101,195
|
)
|
|
(88,429
|
)
|
|||
Capital expenditures for turnarounds and catalysts
|
(29,806
|
)
|
|
(35,348
|
)
|
|
(62,473
|
)
|
|||
Dividends from investees, net of equity earnings
|
—
|
|
|
—
|
|
|
1,472
|
|
|||
Contribution to equity method investment
|
—
|
|
|
(15,161
|
)
|
|
(597
|
)
|
|||
Proceeds from disposition of assets
|
1,917
|
|
|
2,889
|
|
|
41,032
|
|
|||
Acquisition of California renewable fuels facility
|
(7,596
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of retail stores
|
—
|
|
|
(11,196
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(94,129
|
)
|
|
(160,011
|
)
|
|
(108,995
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Dividends paid to stockholders
|
(42,518
|
)
|
|
(38,387
|
)
|
|
(36,483
|
)
|
|||
Dividends paid to non-controlling interest
|
(401
|
)
|
|
(415
|
)
|
|
(1,134
|
)
|
|||
Distributions paid to non-controlling interest in the Partnership
|
(4,262
|
)
|
|
(39,475
|
)
|
|
(23,242
|
)
|
|||
RINs financing transactions
|
21,199
|
|
|
40,138
|
|
|
24,200
|
|
|||
Deferred debt issuance costs
|
(810
|
)
|
|
(2,139
|
)
|
|
(2,284
|
)
|
|||
Revolving credit facilities, net
|
(55,000
|
)
|
|
(5,000
|
)
|
|
(40,000
|
)
|
|||
Additions to long-term debt
|
35,000
|
|
|
14,049
|
|
|
145,000
|
|
|||
Payments on long-term debt
|
(16,420
|
)
|
|
(15,659
|
)
|
|
(160,258
|
)
|
|||
Net cash used in financing activities
|
(63,212
|
)
|
|
(46,888
|
)
|
|
(94,201
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(97,825
|
)
|
|
19,166
|
|
|
(9,538
|
)
|
|||
Cash and cash equivalents, beginning of period
|
234,127
|
|
|
214,961
|
|
|
224,499
|
|
|||
Cash and cash equivalents, end of period
|
$
|
136,302
|
|
|
$
|
234,127
|
|
|
$
|
214,961
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest, net of capitalized interest
|
$
|
61,584
|
|
|
$
|
70,556
|
|
|
$
|
106,065
|
|
Cash paid (refunds received) for income tax
|
$
|
(14,298
|
)
|
|
$
|
35,976
|
|
|
$
|
10,957
|
|
Supplemental disclosure of non-cash activity:
|
|
|
|
|
|
||||||
Capital expenditures included in accounts payable and accrued liabilities
|
$
|
—
|
|
|
$
|
21,011
|
|
|
$
|
—
|
|
(1)
|
Description and Nature of Business
|
(2)
|
Basis of Presentation and Certain Significant Accounting Policies
|
(a)
|
Basis of Presentation
|
(b)
|
Use of Estimates
|
(c)
|
Revenue Recognition
|
(d)
|
Cost Classifications
|
(e)
|
Cash and Cash Equivalents
|
(f)
|
Accounts Receivable
|
(g)
|
Inventories
|
(h)
|
Hedging Activity
|
(i)
|
Property, Plant and Equipment
|
Refining facilities
|
3 – 20 years
|
Pipelines and terminals
|
5 – 25 years
|
Retail
|
5 – 40 years
|
Other
|
3 – 15 years
|
(j)
|
Impairment of Long-Lived Assets and Assets to be Disposed Of
|
(k)
|
Asset Retirement Obligations
|
(l)
|
Turnarounds and Catalysts Costs
|
(m)
|
Income Taxes
|
(n)
|
Stock-Based Compensation
|
(o)
|
Environmental Expenditures
|
(p)
|
Earnings (Loss) Per Share
|
(q)
|
Other Comprehensive Income
|
(r)
|
Postretirement Benefits
|
(s)
|
Commitments and Contingencies
|
(t)
|
Goodwill and Intangible Assets
|
(u)
|
New Accounting Pronouncements
|
(3)
|
California Renewable Fuels Facility
|
Current assets
|
|
$
|
19,060
|
|
Other assets
|
|
10,704
|
|
|
Property, plant and equipment
|
|
51,619
|
|
|
Current liabilities
|
|
(20,401
|
)
|
|
Fair value of net assets assumed
|
|
60,982
|
|
|
Non-controlling interest
|
|
(37,774
|
)
|
|
Fair value of net assets assumed, less non-controlling interest
|
|
$
|
23,208
|
|
(4)
|
Alon USA Partners, LP
|
|
Cash Available for Distribution Per Unit (1)
|
|
Distributions Paid Per Unit
|
|
Total Distributions Paid
|
|
Distributions Paid to Non-Controlling Interest
|
||||||||
2016
|
$
|
0.40
|
|
|
$
|
0.37
|
|
|
$
|
23,132
|
|
|
$
|
4,262
|
|
2015
|
2.81
|
|
|
3.43
|
|
|
214,405
|
|
|
39,475
|
|
||||
2014
|
2.54
|
|
|
2.02
|
|
|
126,262
|
|
|
23,242
|
|
(1)
|
Represents the aggregate cash available for distribution per unit attributable to the period indicated. This represents the difference between cash available for distribution and distributions paid in the table above.
|
(5)
|
Segment Data
|
|
Refining and
Marketing
|
|
Asphalt
|
|
Retail
|
|
Corporate
|
|
Consolidated
Total
|
||||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales to external customers
|
$
|
2,932,673
|
|
|
$
|
248,988
|
|
|
$
|
731,743
|
|
|
$
|
—
|
|
|
$
|
3,913,404
|
|
Intersegment sales (purchases)
|
307,497
|
|
|
(16,772
|
)
|
|
(290,725
|
)
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
124,304
|
|
|
5,044
|
|
|
13,519
|
|
|
2,710
|
|
|
145,577
|
|
|||||
Operating income (loss)
|
(96,946
|
)
|
|
17,448
|
|
|
15,536
|
|
|
(3,448
|
)
|
|
(67,410
|
)
|
|||||
Turnarounds, catalysts and capital expenditures
|
78,478
|
|
|
3,001
|
|
|
5,630
|
|
|
3,348
|
|
|
90,457
|
|
|
Refining and
Marketing
|
|
Asphalt
|
|
Retail
|
|
Corporate
|
|
Consolidated
Total
|
||||||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales to external customers
|
$
|
3,305,762
|
|
|
$
|
257,955
|
|
|
$
|
774,435
|
|
|
$
|
—
|
|
|
$
|
4,338,152
|
|
Intersegment sales (purchases)
|
358,194
|
|
|
(31,198
|
)
|
|
(326,996
|
)
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
107,619
|
|
|
4,892
|
|
|
12,431
|
|
|
1,552
|
|
|
126,494
|
|
|||||
Operating income (loss)
|
178,081
|
|
|
2,363
|
|
|
25,230
|
|
|
(2,265
|
)
|
|
203,409
|
|
|||||
Turnarounds, catalysts and capital expenditures
|
108,777
|
|
|
3,385
|
|
|
18,993
|
|
|
5,388
|
|
|
136,543
|
|
|
Refining and
Marketing
|
|
Asphalt
|
|
Retail
|
|
Corporate
|
|
Consolidated
Total
|
||||||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales to external customers
|
$
|
5,382,360
|
|
|
$
|
457,412
|
|
|
$
|
939,684
|
|
|
$
|
—
|
|
|
$
|
6,779,456
|
|
Intersegment sales (purchases)
|
555,622
|
|
|
(59,615
|
)
|
|
(496,007
|
)
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
104,676
|
|
|
4,747
|
|
|
12,241
|
|
|
2,399
|
|
|
124,063
|
|
|||||
Operating income (loss)
|
204,609
|
|
|
(25,597
|
)
|
|
25,665
|
|
|
(3,105
|
)
|
|
201,572
|
|
|||||
Turnarounds, catalysts and capital expenditures
|
125,621
|
|
|
5,777
|
|
|
16,748
|
|
|
2,756
|
|
|
150,902
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Refining and marketing
|
1,739,840
|
|
|
1,822,924
|
|
||
Asphalt
|
111,941
|
|
|
106,015
|
|
||
Retail
|
241,272
|
|
|
231,078
|
|
||
Corporate
|
17,106
|
|
|
16,121
|
|
||
Total assets
|
$
|
2,110,159
|
|
|
$
|
2,176,138
|
|
(6)
|
Fair Value
|
•
|
Level 1 - valued based on quoted prices in active markets for identical assets and liabilities;
|
•
|
Level 2 - valued based on quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability; and
|
•
|
Level 3 - valued based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
As of December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Fair value hedges of consigned inventory
|
$
|
—
|
|
|
$
|
14,777
|
|
|
$
|
—
|
|
|
$
|
14,777
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts (futures and forwards)
|
1,561
|
|
|
—
|
|
|
—
|
|
|
1,561
|
|
||||
Interest rate swaps
|
—
|
|
|
1,956
|
|
|
—
|
|
|
1,956
|
|
||||
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts (swaps)
|
$
|
—
|
|
|
$
|
14,799
|
|
|
$
|
—
|
|
|
$
|
14,799
|
|
Fair value hedges of consigned inventory
|
—
|
|
|
33,797
|
|
|
—
|
|
|
33,797
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts (futures and forwards)
|
592
|
|
|
—
|
|
|
—
|
|
|
592
|
|
||||
Interest rate swaps
|
—
|
|
|
2,176
|
|
|
—
|
|
|
2,176
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Total Losses
|
||||||||||
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill (1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62,885
|
|
|
$
|
62,885
|
|
|
$
|
(39,028
|
)
|
(1)
|
Goodwill with a carrying amount of $101,913 as of December 31, 2014 was written down to its implied fair value of $62,885, resulting in an impairment charge of $39,028, which has been included in earnings for the year ended December 31, 2015.
|
(7)
|
Derivative Financial Instruments
|
|
As of December 31, 2016
|
||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
Balance Sheet
|
|
|
|
Balance Sheet
|
|
|
||||
|
Location
|
|
Fair Value
|
|
Location
|
|
Fair Value
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Commodity contracts (futures and forwards)
|
Accounts receivable
|
|
$
|
3,602
|
|
|
Accrued liabilities
|
|
$
|
5,163
|
|
Total derivatives not designated as hedging instruments
|
|
|
3,602
|
|
|
|
|
5,163
|
|
||
|
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
|
$
|
—
|
|
|
Other non-current liabilities
|
|
$
|
1,956
|
|
Fair value hedges of consigned inventory
|
Other assets
|
|
14,777
|
|
|
|
|
—
|
|
||
Total derivatives designated as hedging instruments
|
|
|
14,777
|
|
|
|
|
1,956
|
|
||
Total derivatives
|
|
|
$
|
18,379
|
|
|
|
|
$
|
7,119
|
|
|
As of December 31, 2015
|
||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
Balance Sheet
|
|
|
|
Balance Sheet
|
|
|
||||
|
Location
|
|
Fair Value
|
|
Location
|
|
Fair Value
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Commodity contracts (futures and forwards)
|
Accounts receivable
|
|
$
|
292
|
|
|
Accrued liabilities
|
|
$
|
884
|
|
Commodity contracts (swaps)
|
Accounts receivable
|
|
14,799
|
|
|
|
|
—
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
15,091
|
|
|
|
|
884
|
|
||
|
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
|
$
|
—
|
|
|
Other non-current liabilities
|
|
$
|
2,176
|
|
Fair value hedges of consigned inventory
|
Other assets
|
|
33,797
|
|
|
|
|
—
|
|
||
Total derivatives designated as hedging instruments
|
|
|
33,797
|
|
|
|
|
2,176
|
|
||
Total derivatives
|
|
|
$
|
48,888
|
|
|
|
|
$
|
3,060
|
|
Cash Flow Hedging Relationships
|
|
Gain (Loss) Recognized
in OCI
|
|
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
|
|
Gain (Loss) Reclassified
from Accumulated OCI into
Income (Ineffective
Portion and Amount
Excluded from
Effectiveness Testing)
|
||||||||||
|
|
|
|
Location
|
|
Amount
|
|
Location
|
|
Amount
|
||||||
For the Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
220
|
|
|
Interest expense
|
|
$
|
(753
|
)
|
|
|
|
$
|
—
|
|
Total derivatives
|
|
$
|
220
|
|
|
|
|
$
|
(753
|
)
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
For the Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts (swaps)
|
|
$
|
(35,878
|
)
|
|
Cost of sales
|
|
$
|
41,948
|
|
|
|
|
$
|
—
|
|
Interest rate swaps
|
|
(938
|
)
|
|
Interest expense
|
|
(338
|
)
|
|
|
|
—
|
|
|||
Total derivatives
|
|
$
|
(36,816
|
)
|
|
|
|
$
|
41,610
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
For the Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts (swaps)
|
|
$
|
65,860
|
|
|
Cost of sales
|
|
$
|
(15,572
|
)
|
|
|
|
$
|
—
|
|
Interest rate swaps
|
|
(1,238
|
)
|
|
Interest expense
|
|
(54
|
)
|
|
|
|
—
|
|
|||
Total derivatives
|
|
$
|
64,622
|
|
|
|
|
$
|
(15,626
|
)
|
|
|
|
$
|
—
|
|
|
|
|
Gain (Loss) Recognized in Income
|
||||||||||
|
|
|
Year Ended December 31,
|
||||||||||
|
Location
|
|
2016
|
|
2015
|
|
2014
|
||||||
Fair value hedges of consigned inventory (1)
|
Interest expense
|
|
$
|
(19,020
|
)
|
|
$
|
8,894
|
|
|
$
|
28,242
|
|
Total derivatives
|
|
|
$
|
(19,020
|
)
|
|
$
|
8,894
|
|
|
$
|
28,242
|
|
(1)
|
Changes in the fair value hedges are substantially offset in earnings by changes in the hedged items.
|
|
|
|
Gain (Loss) Recognized in Income
|
||||||||||
|
|
|
Year Ended December 31,
|
||||||||||
|
Location
|
|
2016
|
|
2015
|
|
2014
|
||||||
Commodity contracts (futures and forwards)
|
Cost of sales
|
|
$
|
5,451
|
|
|
$
|
(6,302
|
)
|
|
$
|
(18,950
|
)
|
Commodity contracts (swaps)
|
Cost of sales
|
|
367
|
|
|
17,267
|
|
|
20,232
|
|
|||
Total derivatives
|
|
|
$
|
5,818
|
|
|
$
|
10,965
|
|
|
$
|
1,282
|
|
|
Gross Amounts of Recognized Assets/ Liabilities
|
|
Gross Amounts offset in the Statement of Financial Position
|
|
Net Amounts Presented in the Statement of Financial Position
|
|
Gross Amounts Not offset in the Statement of Financial Position
|
|
Net Amount
|
||||||||||||||
|
|
|
Financial Instruments
|
|
Cash Collateral Pledged
|
|
|||||||||||||||||
As of December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Derivative Assets:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Commodity contracts (futures and forwards)
|
$
|
5,169
|
|
|
$
|
(1,567
|
)
|
|
$
|
3,602
|
|
|
$
|
(3,602
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps
|
29
|
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fair value hedges of consigned inventory
|
14,777
|
|
|
—
|
|
|
14,777
|
|
|
—
|
|
|
—
|
|
|
14,777
|
|
||||||
Derivative Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Commodity contracts (futures and forwards)
|
$
|
6,730
|
|
|
$
|
(1,567
|
)
|
|
$
|
5,163
|
|
|
$
|
(3,602
|
)
|
|
$
|
—
|
|
|
$
|
1,561
|
|
Interest rate swaps
|
1,985
|
|
|
(29
|
)
|
|
1,956
|
|
|
—
|
|
|
—
|
|
|
1,956
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Derivative Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts (futures and forwards)
|
$
|
1,112
|
|
|
$
|
(820
|
)
|
|
$
|
292
|
|
|
$
|
(292
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity contracts (swaps)
|
39,739
|
|
|
(24,940
|
)
|
|
14,799
|
|
|
—
|
|
|
—
|
|
|
14,799
|
|
||||||
Interest rate swaps
|
30
|
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fair value hedges of consigned inventory
|
33,797
|
|
|
—
|
|
|
33,797
|
|
|
—
|
|
|
—
|
|
|
33,797
|
|
||||||
Derivative Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Commodity contracts (futures and forwards)
|
$
|
1,704
|
|
|
$
|
(820
|
)
|
|
$
|
884
|
|
|
$
|
(292
|
)
|
|
$
|
—
|
|
|
$
|
592
|
|
Commodity contracts (swaps)
|
24,940
|
|
|
(24,940
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest rate swaps
|
2,206
|
|
|
(30
|
)
|
|
2,176
|
|
|
—
|
|
|
—
|
|
|
2,176
|
|
(8)
|
Accounts and Other Receivables
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Trade accounts receivable
|
$
|
121,663
|
|
|
$
|
98,164
|
|
Other receivables
|
14,171
|
|
|
21,724
|
|
||
Allowance for doubtful accounts
|
(1,090
|
)
|
|
(717
|
)
|
||
Total accounts and other receivables, net
|
$
|
134,744
|
|
|
$
|
119,171
|
|
|
Balance at
Beginning of
Period
|
|
Additions
Charged to
Expense
|
|
Deductions
|
|
Balance at End
of Period
|
||||||||
2016
|
$
|
717
|
|
|
$
|
373
|
|
|
$
|
—
|
|
|
$
|
1,090
|
|
2015
|
761
|
|
|
126
|
|
|
(170
|
)
|
|
717
|
|
||||
2014
|
461
|
|
|
300
|
|
|
—
|
|
|
761
|
|
(9)
|
Inventories
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Crude oil, refined products, asphalt and blendstocks
|
$
|
57,021
|
|
|
$
|
42,123
|
|
Crude oil consignment inventory (Note 10)
|
11,708
|
|
|
2,928
|
|
||
Materials and supplies
|
27,826
|
|
|
26,940
|
|
||
Store merchandise
|
26,752
|
|
|
28,475
|
|
||
Store fuel
|
7,195
|
|
|
5,049
|
|
||
Total inventories
|
$
|
130,502
|
|
|
$
|
105,515
|
|
(10)
|
Inventory Financing Agreements
|
(11)
|
Property, Plant and Equipment, Net
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Refining facilities
|
$
|
2,005,015
|
|
|
$
|
1,915,924
|
|
Pipelines and terminals
|
43,538
|
|
|
43,443
|
|
||
Retail
|
214,596
|
|
|
209,921
|
|
||
Other
|
26,657
|
|
|
23,377
|
|
||
Property, plant and equipment, gross
|
2,289,806
|
|
|
2,192,665
|
|
||
Accumulated depreciation
|
(922,911
|
)
|
|
(812,463
|
)
|
||
Property, plant and equipment, net
|
$
|
1,366,895
|
|
|
$
|
1,380,202
|
|
(12)
|
Goodwill
|
|
|
Refining and Marketing
|
|
Asphalt
|
|
Retail
|
|
Total
|
||||||||
Balance at December 31, 2013
|
|
$
|
39,028
|
|
|
$
|
16,726
|
|
|
$
|
50,189
|
|
|
$
|
105,943
|
|
Decrease of goodwill (1)
|
|
—
|
|
|
(4,030
|
)
|
|
—
|
|
|
(4,030
|
)
|
||||
Balance at December 31, 2014
|
|
39,028
|
|
|
12,696
|
|
|
50,189
|
|
|
101,913
|
|
||||
Decrease of goodwill (2)
|
|
(39,028
|
)
|
|
—
|
|
|
—
|
|
|
(39,028
|
)
|
||||
Balance at December 31, 2015
|
|
—
|
|
|
12,696
|
|
|
50,189
|
|
|
62,885
|
|
||||
Increase of goodwill
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at December 31, 2016
|
|
$
|
—
|
|
|
$
|
12,696
|
|
|
$
|
50,189
|
|
|
$
|
62,885
|
|
(1)
|
During the year ended December 31, 2014, we sold our Willbridge, Oregon asphalt terminal, which was allocated goodwill of $4,030 at the time of disposition.
|
(2)
|
The volatility in the crude price environment during 2015 caused a reduction in the growth rate for U.S. crude oil production, which subsequently caused a reduction in U.S. crude oil price discounts compared to waterborne crude prices. As a result, we have delayed planned projects within the California refining reporting unit, which had a negative effect on the timing of future cash flows. We recognized a goodwill impairment loss of $39,028 related to our California refining reporting unit for the year ended December 31, 2015.
|
(13)
|
Other Assets, Net
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred turnaround and catalyst costs
|
$
|
79,391
|
|
|
$
|
87,469
|
|
Environmental receivables (Note 22)
|
2,762
|
|
|
2,648
|
|
||
Intangible assets, net
|
18,962
|
|
|
14,505
|
|
||
Receivable from supply and offtake agreements (Note 10)
|
26,179
|
|
|
26,179
|
|
||
Fair value hedges of consigned inventory (Note 7)
|
14,777
|
|
|
33,797
|
|
||
Other, net
|
18,726
|
|
|
21,027
|
|
||
Total other assets
|
$
|
160,797
|
|
|
$
|
185,625
|
|
(14)
|
Accounts Payable, Accrued Liabilities and Other Non-Current Liabilities
|
(a)
|
Accounts Payable
|
(b)
|
Accrued Liabilities and Other Non-Current Liabilities
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Accrued Liabilities:
|
|
|
|
||||
Taxes other than income taxes, primarily excise taxes
|
$
|
41,420
|
|
|
$
|
35,375
|
|
Employee costs
|
23,014
|
|
|
25,202
|
|
||
Commodity contracts
|
5,163
|
|
|
884
|
|
||
Accrued finance charges
|
1,866
|
|
|
1,789
|
|
||
Environmental accrual (Note 22)
|
4,237
|
|
|
7,880
|
|
||
Other
|
24,829
|
|
|
22,650
|
|
||
Total accrued liabilities
|
$
|
100,529
|
|
|
$
|
93,780
|
|
|
|
|
|
||||
Other Non-Current Liabilities:
|
|
|
|
||||
Pension and other postemployment benefit liabilities, net
|
$
|
48,983
|
|
|
$
|
49,054
|
|
Environmental accrual (Note 22)
|
41,399
|
|
|
38,482
|
|
||
Asset retirement obligations
|
12,463
|
|
|
10,906
|
|
||
Consignment inventory obligations (Note 10)
|
36,819
|
|
|
57,568
|
|
||
Interest rate swaps
|
1,956
|
|
|
2,176
|
|
||
RINs financing transactions
|
39,478
|
|
|
—
|
|
||
Other
|
7,735
|
|
|
7,749
|
|
||
Total other non-current liabilities
|
$
|
188,833
|
|
|
$
|
165,935
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Balance at beginning of year
|
$
|
10,906
|
|
|
$
|
12,328
|
|
Accretion expense
|
804
|
|
|
775
|
|
||
Revisions in estimated cash flows
|
934
|
|
|
(2,128
|
)
|
||
Retirements
|
(181
|
)
|
|
(213
|
)
|
||
Additions
|
—
|
|
|
144
|
|
||
Balance at end of year
|
$
|
12,463
|
|
|
$
|
10,906
|
|
(15)
|
Postretirement Benefits
|
(a)
|
Retirement Plans
|
|
Pension Benefits
|
||||||
|
2016
|
|
2015
|
||||
Change in projected benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
128,829
|
|
|
$
|
129,053
|
|
Service cost
|
3,806
|
|
|
3,985
|
|
||
Interest cost
|
5,637
|
|
|
5,022
|
|
||
Actuarial (gain) loss
|
3,662
|
|
|
(5,959
|
)
|
||
Benefits paid
|
(5,145
|
)
|
|
(3,272
|
)
|
||
Projected benefit obligations at end of year
|
$
|
136,789
|
|
|
$
|
128,829
|
|
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
86,828
|
|
|
$
|
84,893
|
|
Actual gain (loss) on plan assets
|
6,779
|
|
|
(468
|
)
|
||
Employer contribution
|
1,181
|
|
|
5,675
|
|
||
Benefits paid
|
(5,145
|
)
|
|
(3,272
|
)
|
||
Fair value of plan assets at end of year
|
$
|
89,643
|
|
|
$
|
86,828
|
|
Reconciliation of funded status:
|
|
|
|
||||
Fair value of plan assets at end of year
|
$
|
89,643
|
|
|
$
|
86,828
|
|
Less projected benefit obligations at end of year
|
136,789
|
|
|
128,829
|
|
||
Under-funded status at end of year
|
$
|
(47,146
|
)
|
|
$
|
(42,001
|
)
|
|
Pension Benefits
|
||||||
|
2016
|
|
2015
|
||||
Amounts recognized in the consolidated balance sheets:
|
|
|
|
||||
Pension benefit liability
|
$
|
(47,146
|
)
|
|
$
|
(42,001
|
)
|
|
Pension Benefits
|
||||||
|
2016
|
|
2015
|
||||
Net actuarial loss
|
$
|
(42,692
|
)
|
|
$
|
(42,091
|
)
|
Prior service credit
|
174
|
|
|
225
|
|
||
Total
|
$
|
(42,518
|
)
|
|
$
|
(41,866
|
)
|
|
Pension
Benefits
|
||
Amortization of prior service credit
|
$
|
(51
|
)
|
Amortization of net actuarial loss
|
3,156
|
|
|
Total
|
$
|
3,105
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Projected benefit obligation
|
$
|
136,789
|
|
|
$
|
128,829
|
|
Accumulated benefit obligation
|
129,292
|
|
|
119,031
|
|
||
Fair value of plan assets
|
89,643
|
|
|
86,828
|
|
|
Pension Benefits
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Discount rate
|
4.15
|
%
|
|
4.45
|
%
|
|
3.95
|
%
|
Rate of compensation increase
|
2.20
|
%
|
|
3.00
|
%
|
|
2.50
|
%
|
|
Pension Benefits
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Discount rate
|
4.45
|
%
|
|
3.95
|
%
|
|
4.75
|
%
|
Expected return on plan assets
|
8.50
|
%
|
|
8.50
|
%
|
|
8.60
|
%
|
Rate of compensation increase
|
3.00
|
%
|
|
2.50
|
%
|
|
3.00
|
%
|
|
Pension Benefits
|
||||||||||
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
||||||
Service cost
|
$
|
3,806
|
|
|
$
|
3,985
|
|
|
$
|
3,424
|
|
Interest cost
|
5,637
|
|
|
5,022
|
|
|
4,952
|
|
|||
Amortization of prior service credit
|
(51
|
)
|
|
(51
|
)
|
|
(51
|
)
|
|||
Expected return on plan assets
|
(6,997
|
)
|
|
(6,329
|
)
|
|
(5,478
|
)
|
|||
Recognized net actuarial loss
|
3,278
|
|
|
3,408
|
|
|
2,432
|
|
|||
Net periodic benefit cost
|
$
|
5,673
|
|
|
$
|
6,035
|
|
|
$
|
5,279
|
|
|
Pension Benefits
|
||||
|
Plan Assets
|
||||
|
2016
|
|
2015
|
||
Asset Category:
|
|
|
|
||
Equity securities
|
78.1
|
%
|
|
76.9
|
%
|
Debt securities
|
12.6
|
%
|
|
12.5
|
%
|
Real estate investment trust
|
9.3
|
%
|
|
10.6
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
Quoted Prices in
Active Markets
For Identical
Assets or
Liabilities
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Consolidated
Total
|
||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. companies
|
$
|
56,959
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56,959
|
|
International companies
|
13,045
|
|
|
—
|
|
|
—
|
|
|
13,045
|
|
||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
Preferred securities
|
4,000
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
||||
Bond securities
|
—
|
|
|
7,272
|
|
|
—
|
|
|
7,272
|
|
||||
Real estate securities
|
8,367
|
|
|
—
|
|
|
—
|
|
|
8,367
|
|
||||
Total
|
$
|
82,371
|
|
|
$
|
7,272
|
|
|
$
|
—
|
|
|
$
|
89,643
|
|
Year ended December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. companies
|
$
|
52,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52,800
|
|
International companies
|
13,957
|
|
|
—
|
|
|
—
|
|
|
13,957
|
|
||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
Preferred securities
|
3,770
|
|
|
—
|
|
|
—
|
|
|
3,770
|
|
||||
Bond securities
|
—
|
|
|
7,067
|
|
|
—
|
|
|
7,067
|
|
||||
Real estate securities
|
9,234
|
|
|
—
|
|
|
—
|
|
|
9,234
|
|
||||
Total
|
$
|
79,761
|
|
|
$
|
7,067
|
|
|
$
|
—
|
|
|
$
|
86,828
|
|
(b)
|
Postretirement Medical Plan
|
(16)
|
Indebtedness
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Term loan credit facilities
|
$
|
284,233
|
|
|
$
|
256,519
|
|
Alon USA, LP Credit Facility
|
—
|
|
|
55,000
|
|
||
Convertible senior notes
|
136,602
|
|
|
129,623
|
|
||
Retail credit facilities
|
107,131
|
|
|
114,820
|
|
||
Total debt
|
527,966
|
|
|
555,962
|
|
||
Less: Current portion
|
16,414
|
|
|
16,420
|
|
||
Total long-term debt
|
$
|
511,552
|
|
|
$
|
539,542
|
|
(a)
|
Alon USA Energy, Inc.
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Equity component, pretax (1)
|
$
|
30,365
|
|
|
$
|
30,365
|
|
Convertible Notes:
|
|
|
|
||||
Principal balance
|
150,000
|
|
|
150,000
|
|
||
Less: Unamortized issuance discount
|
(11,848
|
)
|
|
(18,028
|
)
|
||
Less: Unamortized issuance costs
|
(1,550
|
)
|
|
(2,349
|
)
|
||
Convertible Notes, net
|
$
|
136,602
|
|
|
$
|
129,623
|
|
(b)
|
Alon USA Partners, LP
|
(c)
|
Alon Refining Krotz Springs, Inc.
|
(d)
|
Retail
|
(e)
|
Financial Covenants
|
(f)
|
Maturity of Long-Term Debt
|
Year ended December 31,
|
|
||
2017
|
$
|
16,414
|
|
2018
|
405,310
|
|
|
2019
|
109,298
|
|
|
2020
|
15,961
|
|
|
Total
|
$
|
546,983
|
|
(g)
|
Interest and Financing Expense
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Interest expense on debt
|
$
|
33,204
|
|
|
$
|
33,162
|
|
|
$
|
37,850
|
|
Letters of credit and finance charges
|
30,815
|
|
|
40,058
|
|
|
65,156
|
|
|||
Amortization of debt issuance costs
|
3,052
|
|
|
3,595
|
|
|
3,759
|
|
|||
Write-off of debt issuance costs
|
—
|
|
|
—
|
|
|
558
|
|
|||
Amortization of original issuance discount
|
6,831
|
|
|
6,273
|
|
|
6,306
|
|
|||
Write-off of original issuance discount
|
—
|
|
|
—
|
|
|
391
|
|
|||
Less: Capitalized interest
|
(4,185
|
)
|
|
(3,262
|
)
|
|
(2,877
|
)
|
|||
Total interest expense
|
$
|
69,717
|
|
|
$
|
79,826
|
|
|
$
|
111,143
|
|
(17)
|
Stockholders' Equity
|
(a)
|
Common stock (share value in dollars)
|
|
Common
Stock
|
|
|
(in thousands)
|
|
Balance as of December 31, 2013
|
68,641
|
|
Shares issued in connection with stock plans
|
304
|
|
Shares issued for payment of preferred stock dividends
|
3
|
|
Shares issued in connection with amended shareholder agreement
|
659
|
|
Balance as of December 31, 2014
|
69,607
|
|
Shares issued in connection with stock plans
|
693
|
|
Shares issued for payment of preferred stock dividends
|
1
|
|
Shares issued in connection with preferred share conversions
|
101
|
|
Shares issued in connection with amended shareholder agreement
|
558
|
|
Balance as of December 31, 2015
|
70,960
|
|
Shares issued in connection with stock plans
|
153
|
|
Shares issued in connection with amended shareholder agreement
|
465
|
|
Balance as of December 31, 2016
|
71,578
|
|
(b)
|
Preferred stock (share value in dollars)
|
(c)
|
Dividends
|
(d)
|
Accumulated Other Comprehensive Loss
|
|
Unrealized Gain (Loss) on Cash Flow Hedges
|
|
Postretirement Benefit Plans
|
|
Total
|
||||||
Balance at December 31, 2015
|
$
|
(1,357
|
)
|
|
$
|
(27,451
|
)
|
|
$
|
(28,808
|
)
|
Other comprehensive income (loss) before reclassifications
|
(348
|
)
|
|
571
|
|
|
223
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
476
|
|
|
1,998
|
|
|
2,474
|
|
|||
Net current-period other comprehensive income
|
128
|
|
|
2,569
|
|
|
2,697
|
|
|||
Balance at December 31, 2016
|
$
|
(1,229
|
)
|
|
$
|
(24,882
|
)
|
|
$
|
(26,111
|
)
|
(18)
|
Stock-Based Compensation (share values in dollars)
|
|
|
|
|
Weighted
Average
Grant Date
Fair Values
|
|||
Non-vested Shares
|
|
Shares
|
|
(per share)
|
|||
Non-vested at December 31, 2014
|
|
643,999
|
|
|
$
|
14.24
|
|
Granted
|
|
431,008
|
|
|
17.82
|
|
|
Vested
|
|
(169,280
|
)
|
|
14.69
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Non-vested at December 31, 2015
|
|
905,727
|
|
|
$
|
15.86
|
|
Granted
|
|
374,298
|
|
|
7.29
|
|
|
Vested
|
|
(1,120,391
|
)
|
|
13.51
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Non-vested at December 31, 2016
|
|
159,634
|
|
|
$
|
12.26
|
|
(19)
|
Income Taxes
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(44,925
|
)
|
|
$
|
44,694
|
|
|
$
|
15,171
|
|
State
|
786
|
|
|
(2,318
|
)
|
|
1,781
|
|
|||
Total current
|
$
|
(44,139
|
)
|
|
$
|
42,376
|
|
|
$
|
16,952
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
2,630
|
|
|
$
|
3,360
|
|
|
$
|
7,176
|
|
State
|
(5,280
|
)
|
|
2,546
|
|
|
(1,215
|
)
|
|||
Total deferred
|
(2,650
|
)
|
|
5,906
|
|
|
5,961
|
|
|||
Income tax expense (benefit)
|
$
|
(46,789
|
)
|
|
$
|
48,282
|
|
|
$
|
22,913
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Computed expected tax expense (benefit)
|
$
|
(44,318
|
)
|
|
$
|
45,734
|
|
|
$
|
32,474
|
|
State and local income taxes, net of federal benefit
|
(5,119
|
)
|
|
1,604
|
|
|
532
|
|
|||
Non-controlling interest
|
(1,393
|
)
|
|
(10,272
|
)
|
|
(11,097
|
)
|
|||
Changes in non-deductible goodwill
|
—
|
|
|
13,660
|
|
|
1,411
|
|
|||
Other, net
|
4,041
|
|
|
(2,444
|
)
|
|
(407
|
)
|
|||
Income tax expense (benefit)
|
$
|
(46,789
|
)
|
|
$
|
48,282
|
|
|
$
|
22,913
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred income tax assets:
|
|
|
|
||||
Accounts receivable, allowance
|
$
|
197
|
|
|
$
|
198
|
|
Inventories
|
8,273
|
|
|
9,530
|
|
||
Accrued liabilities and other
|
1,564
|
|
|
1,605
|
|
||
Post-retirement benefits
|
16,623
|
|
|
18,437
|
|
||
Derivative instruments designated as cash flow hedges
|
721
|
|
|
800
|
|
||
Non-current accrued liabilities and other
|
20,970
|
|
|
24,383
|
|
||
Net operating loss carryover
|
23,923
|
|
|
21,212
|
|
||
Tax credits
|
1,141
|
|
|
1,150
|
|
||
Other
|
6,999
|
|
|
4,332
|
|
||
Deferred income tax assets
|
$
|
80,411
|
|
|
$
|
81,647
|
|
Deferred income tax liabilities:
|
|
|
|
||||
Deferred gain on the Offering of the Partnership
|
$
|
50,115
|
|
|
$
|
50,178
|
|
Deferred charges
|
358
|
|
|
401
|
|
||
Unrealized gains
|
(1,208
|
)
|
|
4,645
|
|
||
Property, plant and equipment
|
369,406
|
|
|
370,225
|
|
||
Other non-current
|
16,233
|
|
|
11,631
|
|
||
Intangibles
|
12,506
|
|
|
11,361
|
|
||
Deferred income tax liabilities
|
$
|
447,410
|
|
|
$
|
448,441
|
|
(20)
|
Earnings (Loss) Per Share
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss) available to stockholders
|
$
|
(82,805
|
)
|
|
$
|
52,751
|
|
|
$
|
38,457
|
|
less: preferred stock dividends
|
—
|
|
|
15
|
|
|
59
|
|
|||
Net income (loss) available to common stockholders
|
(82,805
|
)
|
|
52,736
|
|
|
38,398
|
|
|||
|
|
|
|
|
|
||||||
Weighted average shares outstanding, basic
|
70,739
|
|
|
69,772
|
|
|
68,985
|
|
|||
Dilutive common stock equivalents
|
—
|
|
|
942
|
|
|
388
|
|
|||
Weighted average shares outstanding, diluted
|
70,739
|
|
|
70,714
|
|
|
69,373
|
|
|||
Earnings (loss) per share, basic
|
$
|
(1.17
|
)
|
|
$
|
0.76
|
|
|
$
|
0.56
|
|
Earnings (loss) per share, diluted
|
$
|
(1.17
|
)
|
|
$
|
0.75
|
|
|
$
|
0.55
|
|
(21)
|
Related Party Transactions
|
(22)
|
Commitments and Contingencies
|
(a)
|
Leases
|
(b)
|
Commitments
|
(c)
|
Contingencies
|
(d)
|
Environmental
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Discounted environmental liabilities
|
$
|
43,681
|
|
|
$
|
43,526
|
|
Undiscounted environmental liabilities
|
1,955
|
|
|
2,836
|
|
||
Total accrued environmental liabilities
|
$
|
45,636
|
|
|
$
|
46,362
|
|
Year ending December 31,
|
|
||
2017
|
$
|
3,909
|
|
2018
|
3,577
|
|
|
2019
|
2,756
|
|
|
2020
|
3,201
|
|
|
2021
|
2,788
|
|
|
2022 and thereafter
|
37,850
|
|
|
Discounted environmental liabilities, gross
|
54,081
|
|
|
Less: Discount applied
|
10,400
|
|
|
Discounted environmental liabilities
|
$
|
43,681
|
|
(23)
|
Quarterly Information (unaudited)
|
|
Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth (1)
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
849,973
|
|
|
$
|
1,008,388
|
|
|
$
|
1,043,717
|
|
|
$
|
1,011,326
|
|
Operating loss
|
(39,439
|
)
|
|
(14,811
|
)
|
|
(3,414
|
)
|
|
(9,746
|
)
|
||||
Net loss
|
(36,060
|
)
|
|
(20,630
|
)
|
|
(7,338
|
)
|
|
(15,805
|
)
|
||||
Net loss available to stockholders
|
(35,537
|
)
|
|
(20,370
|
)
|
|
(8,800
|
)
|
|
(18,098
|
)
|
||||
Loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.51
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.25
|
)
|
Diluted
|
$
|
(0.51
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.25
|
)
|
|
|
|
|
|
|
|
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
1,103,240
|
|
|
$
|
1,301,341
|
|
|
$
|
1,151,204
|
|
|
$
|
782,367
|
|
Operating income (loss)
|
67,561
|
|
|
88,094
|
|
|
86,854
|
|
|
(39,100
|
)
|
||||
Net income (loss)
|
34,055
|
|
|
47,862
|
|
|
52,376
|
|
|
(51,906
|
)
|
||||
Net income (loss) available to stockholders
|
26,939
|
|
|
36,410
|
|
|
41,936
|
|
|
(52,534
|
)
|
||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.39
|
|
|
$
|
0.52
|
|
|
$
|
0.60
|
|
|
$
|
(0.75
|
)
|
Diluted
|
$
|
0.38
|
|
|
$
|
0.50
|
|
|
$
|
0.58
|
|
|
$
|
(0.75
|
)
|
(1)
|
During the three months ended December 31, 2015, we recognized a goodwill impairment loss of $39,028 related to our California refining reporting unit (Note 12).
|
(24)
|
Subsequent Events
|