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ANNUAL REPORT PURSUANT TO SECTION 18 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended
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December 31, 2019
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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35-2581557
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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7102 Commerce Way
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Brentwood
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Tennessee
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37027
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.01
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DK
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New York Stock Exchange
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Large accelerated filer
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☑
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Refining
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Logistics
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Retail
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302,000 barrels per day ("bpd") total capacity:
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10 terminals
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252 stores as of December 31, 2019
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Tyler, TX
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Approximately 1,640 miles of pipeline (1)
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Southwest U.S. locations
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El Dorado, AR
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11.4 million barrels of storage capacity
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Primary source of fuel is Big Spring, TX refinery
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Big Spring, TX
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Crude oil pipeline joint ventures:
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Krotz Springs, LA
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Red River Pipeline Company LLC ("Red River")
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WTI primary crude oil supply - 260,000 bpd
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Caddo Pipeline LLC ("CP LLC")
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Biodiesel facilities with 40 million gallons total annual capacity:
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Andeavor Logistics RIO Pipeline LLC ("Andeavor Logistics")
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Crossett, AR
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West Texas wholesale:
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Cleburne, TX
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Sale of refined products through terminals
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New Albany, MS
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(1)
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Includes approximately 240 miles of leased capacity.
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7 |
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Refining Segment
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Inputs:
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crude oil and other feedstocks
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Products:
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transportation motor fuels, including various grades of gasoline, diesel fuel and aviation fuel, asphalt and other petroleum-based products
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Nameplate Capacity (bpd):
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302,000
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Primary Refinery Operations (and bpd capacity):
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Tyler, Texas refinery (the "Tyler refinery")
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75,000
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El Dorado, Arkansas refinery (the "El Dorado refinery")
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80,000
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Big Spring, Texas refinery (the "Big Spring refinery")
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73,000
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Krotz Springs, Louisiana refinery (the "Krotz Springs refinery")
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74,000
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Other Refinery Operations/Assets:
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Renewables facilities
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approximately 40 million gallons of annual biodiesel production capacity across three facilities located in Crossett, Arkansas, Cleburne, Texas and New Albany, Mississippi
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Bakersfield, California refinery assets
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non-operating
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Primary Distribution Channels:
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Tyler refinery
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majority of production is distributed through a refined products terminal located at the refinery that is owned and operated by our logistics segment to supply the local market in the east Texas area
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El Dorado refinery
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majority of production is shipped into the Enterprise Pipeline System and our logistics segment's El Dorado Pipeline system to supply a combination of pipeline bulk sales and wholesale rack sales at terminal locations along the pipeline in Louisiana, Arkansas, Tennessee, Missouri and Indiana
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Big Spring refinery
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signification portion of production is distributed across the refinery truck terminal into local markets and by pipeline through various terminals to supply Delek or Alon branded retail sites focused on Central and West Texas, Oklahoma, New Mexico and Arizona
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Krotz Springs refinery
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majority of production is distributed through pipeline and barge bulk sales and wholesale rack sales at terminals located on the Colonial Pipeline system in the southeastern United States
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Logistics Segment
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Primary Operations:
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owns and operates crude oil and refined products logistics and marketing assets for the use in providing logistics and marketing services to customers; the primary customer is Delek and inter-company revenues and costs are eliminated in consolidation
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Fee-Based Revenue Sources:
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gathering, transporting and storing crude oil and for marketing, distributing, transporting and storing intermediate and refined products in select regions of the southeastern United States and West Texas for both our refining segment and third parties
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Other Revenue Sources:
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sales of wholesale products in the West Texas market
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Owned or Leased Pipeline Capacities (in approximate miles):
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Crude oil transportation pipelines
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400
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Refined product pipelines
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450
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Crude oil gathering system (1)
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700
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Other Logistics Assets/Facilities:
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Gathering system crude oil capacity, intermediate and refined products storage tanks
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9.9 million barrels of active shell capacity
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Other storage tanks
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various other storage tanks located at our terminals
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Terminals
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operates ten light product distribution terminals located in Tennessee, Texas, Oklahoma and Arkansas
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Joint venture investments
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strategic investments in pipelines/pipeline systems servicing various areas including the Permian Basin
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8 |
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Retail Segment
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Number of Stores at December 31, 2019 (owned and leased):
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252
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Geographic Areas Served:
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Central and West Texas and New Mexico
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Branding:
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Delek (under "DK") and Alon branding on certain locations which will continue to increase as we re-brand existing 7-Eleven locations (1)
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Fuel Offerings at Retail Locations:
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various grades of gasoline and diesel under the DK or Alon brand name, primarily sourced by our Big Spring refinery
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Merchandise Offerings at Convenience Store Retail Locations:
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food products, food service, tobacco products, non-alcoholic and alcoholic beverages, general merchandise as well as money orders
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Date
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Acquired Company/Assets
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Acquired From
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Approximate
Purchase Price(1)
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May 2015
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Purchased 48% of the outstanding common stock of Alon.
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Alon Israel Oil Company, Ltd.
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$575.8 million
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July 2017
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Purchased the remaining approximately 53% ownership in Alon that Delek did not already own, in an all-stock transaction.
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Shareholders of Alon USA Energy, Inc.
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$530.7 million
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February 2018
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Purchased the remaining 18.4% ownership in the Alon Partnership that Delek did not already own, in an all-equity transaction.
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LP unit holders of Alon USA Partners, LP
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$184.7 million
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May 2019
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Acquired a 33% membership interest in Red River Pipeline Joint Venture.
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Plains Pipeline, L.P.
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$124.7 million
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July 2019
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Acquired a 15% membership interest in Wink to Webster ("WWP"), Joint Venture.
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Wink to Webster Pipeline LLC
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$145.6 million
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(1)
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Includes amounts paid through the date of this Annual Report on Form 10-K, excluding transaction costs. Excludes future commitments on the WWP Joint Venture, where total capital investments are expected to be $340 million to $380 million by the time construction of the pipeline is completed.
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Refining Segment
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Tyler Refinery
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El Dorado Refinery
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Big Spring Refinery
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Krotz Springs Refinery
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Logistics Segment
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Terminal Locations
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Pipelines (owned or leased)
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Storage Tanks Locations
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Tennessee
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Louisiana and Arkansas
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Tennessee
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Nashville
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SALA Gathering System
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Nashville
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Memphis
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El Dorado Pipeline System
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Memphis
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Texas
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Magnolia Pipeline System
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Arkansas
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Tyler
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Tennessee
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North Little Rock
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Big Sandy
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Memphis Pipeline
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El Dorado
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San Angelo
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Texas
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Texas
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Abilene
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Paline Pipeline System
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Tyler
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Mount Pleasant
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McMurrey Pipeline System
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Greenville
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Arkansas
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Nettleton Pipeline
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Big Sandy
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North Little Rock
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Tyler-Big Sandy Product Pipeline
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Big Spring
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El Dorado
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Greenville-Mount Pleasant Pipeline
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San Angelo
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Oklahoma
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Big Spring Pipeline (and adjacent pipelines)
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Abilene
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Duncan
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Talco Pipeline
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Mount Pleasant
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the El Dorado Pipeline System, which transports crude oil to, and refined products from the El Dorado Pipeline System;
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the SALA Gathering System, which gathers and transports crude oil production in southern Arkansas and northern Louisiana, primarily for the El Dorado refinery;
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the Paline Pipeline System, which primarily transports crude oil from Longview, Texas to third-party facilities in Nederland, Texas;
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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");
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the Tyler-Big Sandy Product Pipeline, which is a pipeline between the Tyler refinery and the Big Sandy Terminal;
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the Tyler Tanks;
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the El Dorado Tanks;
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the Greenville-Mount Pleasant Pipeline and Greenville Storage Facility;
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the North Little Rock Tanks;
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the El Dorado Rail Offloading Racks;
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the Tyler Crude Tank;
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the Talco Crude Pipeline;
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the Memphis Pipeline;
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the Big Spring Pipeline;
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Big Spring Truck Unloading Station; and
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Big Spring Tanks
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JV Name
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Ownership Interest
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Description
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Andeavor Logistics
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33%
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Joint venture operates a 109-mile crude oil pipeline with a capacity of 120,000 bpd, that originates in north Loving County, Texas near the Texas-New Mexico border and terminates in Midland, Texas ("RIO Pipeline")
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CP LLC
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50%
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Joint venture operates 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 ("Caddo Pipeline")
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Red River
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33%
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Joint venture operates a 16-inch crude oil pipeline between Cushing, Oklahoma and Longview, Texas with current capacity of 150,000 bpd and planned expansion to 235,000 bpd in 2020 ("Red River Pipeline")
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Wholesale Marketing and Terminalling
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Year Ended December 31,
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2019
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2018
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2017
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Operating Information: Throughputs (average bpd)
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West Texas marketing
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11,075
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13,323
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13,817
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Terminalling(1)
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160,075
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161,284
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124,488
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East Texas marketing
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74,206
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77,487
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73,655
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Big Spring marketing(2)
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82,695
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81,117
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(1)
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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.
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(2)
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Throughputs for the year ended December 31, 2018 are for the 306 days we marketed certain finished products produced at or sold from the Big Spring Refinery following the execution of the Big Spring Marketing Agreement, effective March 1, 2018.
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Pipelines and Transportation
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Year Ended December 31,
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2019
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2018
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2017
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Operating Information: Throughputs (average bpd)
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Lion Pipeline System:
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Crude pipelines (non-gathered)
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42,918
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51,992
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59,362
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Refined products pipelines to Enterprise Pipelines Systems
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37,716
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45,728
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51,927
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SALA Gathering System
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21,869
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16,571
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15,871
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East Texas Crude Logistics System
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19,927
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15,696
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15,780
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Retail Segment
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Retail Segment Properties/Locations
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Number of Merchandise and Fuel Stores (owned and leased) (1)
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252
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Number of Leased Locations (1)
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118
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Minimum Lease Payments Due 2020 (in millions) (1)
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$6.9
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Fuel Offerings
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Various grades of gasoline and diesel under the DK or Alon brand names
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Merchandise Offerings
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Food service, tobacco products, non-alcoholic and alcoholic beverages, general merchandise as well as money orders to the public
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Convenience Store Branding (2)
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Delek (under "DK") and Alon branding on certain locations which will continue to increase as we re-brand existing 7-Eleven locations
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Locations
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Central and West Texas and New Mexico
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(2)
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In November 2018, we terminated a license agreement with 7-Eleven, Inc. and must remove all 7-Eleven branding on a store-by-store basis by December 31, 2021. See further discussion below.
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Fuel Operations
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Year Ended December 31, 2019
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Year ended December 31, 2018
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Period from July 1, 2017 through December 31, 2017
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Number of fuel stores (end of period)
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247
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271
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293
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Average number of fuel stores (during period)
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259
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271
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293
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Total fuel revenue (in thousands)
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$
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524,866
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$
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571,596
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$
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251,781
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Retail fuel revenues (thousands of gallons)
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214,094
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217,118
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107,599
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Average retail gallons per store (based on average number of stores) (thousands of gallons)
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827
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801
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367
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Retail fuel margin ($ per gallon)
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$
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0.28
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$
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0.24
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$
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0.19
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Merchandise Operations
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Year Ended December 31, 2019
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Year ended December 31, 2018
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Period from July 1, 2017 through December 31, 2017
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Number of merchandise stores (end of period)
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252
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279
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302
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Average number of merchandise stores (during period)
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266
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295
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302
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Merchandise margin percentage
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30.8
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%
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30.9
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30.7
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%
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Total merchandise revenues (in thousands)
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$
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313,100
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$
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339,000
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$
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174,600
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Average merchandise sales per store (in thousands)
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$
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1,177
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$
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1,149
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$
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578
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•
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changes in global and local economic conditions, e.g., as a result of the recent outbreak of the novel coronavirus;
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domestic and foreign supply and demand for crude oil and refined products;
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the level of foreign and domestic production of crude oil and refined petroleum products;
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increased regulation of feedstock production activities, such as hydraulic fracturing;
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infrastructure limitations that restrict, or events that disrupt, the distribution of crude oil, other feedstocks and refined petroleum products;
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excess or overbuilt infrastructure;
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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;
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investor speculation in commodities;
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worldwide political conditions, particularly in significant oil producing regions such as the Middle East, Africa, the former Soviet Union and South America;
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the ability or inability of the members of the Organization of Petroleum Exporting Countries to maintain oil price and production controls;
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pricing and other actions taken by competitors that impact the market;
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the level of crude oil, other feedstocks and refined petroleum products imported into and exported out of the United States;
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excess capacity and utilization rates of refineries worldwide;
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development and marketing of alternative and competing fuels, such as ethanol and biodiesel;
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changes in fuel specifications required by environmental and other laws, particularly with respect to oxygenates and sulfur content;
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local factors, including market conditions, adverse weather conditions and the level of operations of other refineries and pipelines in our markets;
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volatility in the costs of natural gas and electricity used by our refineries;
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accidents, interruptions in transportation, inclement weather or other events, including cyber-attacks, that can cause unscheduled shutdowns or otherwise adversely affect our refineries or the supply and delivery of crude oil from third parties; and
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United States government regulations.
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select, and compete successfully in, new markets;
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obtain suitable sites at acceptable costs;
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realize an acceptable return on the capital invested in new facilities;
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hire, train, and retain qualified personnel;
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integrate new retail fuel and convenience stores into our existing distribution, inventory control, and information systems;
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expand relationships with our suppliers or develop relationships with new suppliers; and
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secure adequate financing, to the extent required.
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its reliance on significant customers, including us;
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macroeconomic factors, such as commodity price volatility that could affect its customers' utilization of its assets;
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its reliance on us for near-term growth;
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sufficiency of cash flow for required distributions;
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counterparty risks, such as creditworthiness and force majeure;
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competition from third-party pipelines and terminals and other competitors in the transportation and marketing industries;
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environmental regulations;
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operational hazards and risks;
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pipeline tariff regulations;
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limitations on additional borrowings and other restrictions in its debt agreements; and
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other financial, operational and legal risks.
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We may not be able to identify suitable acquisition candidates or acquire additional assets on favorable terms;
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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;
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We may experience difficulty in anticipating the timing and availability of acquisition candidates;
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We may not be able to obtain the necessary financing, on favorable terms or at all, to finance any of our potential acquisitions; and
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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.
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during the acquisition process, we may fail, or be unable, to discover some of the liabilities of companies or businesses that we acquire;
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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;
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we may fail to successfully integrate or manage acquired assets;
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41 |
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acquired assets may not perform as we expect, or we may not be able to obtain the cost savings and financial improvements we anticipate;
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acquisitions may require us to incur additional debt or issue additional equity;
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acquired assets may suffer a diminishment in fair value as a result of which we may need to record a write-down or impairment;
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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;
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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
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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.
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•
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our quarterly or annual earnings, or those of other companies in our industry;
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inaccuracies in, and changes to, our previously published quarterly or annual earnings;
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changes in accounting standards, policies, guidance, interpretations or principles;
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•
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economic conditions within our industry, as well as general economic and stock market conditions;
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the failure of securities analysts to cover our common stock, or the cessation of such coverage;
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changes in financial estimates by securities analysts and the frequency and accuracy of such reports;
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future issuance or sales of our common stock;
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announcements by us or our competitors of significant contracts or acquisitions;
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sales of common stock by our senior officers or our affiliates; and
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45 |
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•
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the other factors described in these "Risk Factors."
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•
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stockholder actions may only be taken at annual or special meetings of stockholders;
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members of our Board of Directors can be removed with or without cause by a supermajority vote of stockholders;
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the Court of Chancery of the State of Delaware is, with certain exceptions, the exclusive forum for certain legal actions;
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our bylaws, as may be in effect from time to time, can be amended only by a supermajority vote of stockholders; and
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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.
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46 |
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increase our vulnerability to general adverse economic and industry conditions;
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•
|
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 fixed 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.
|
48 |
|
|
•
|
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.
|
49 |
|
|
50 |
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans
or Programs
|
||||||
October 1 - October 31, 2019
|
|
60,810
|
|
|
$
|
36.54
|
|
|
60,810
|
|
|
$
|
259,723,583
|
|
November 1 - November 30, 2019
|
|
229,093
|
|
|
36.80
|
|
|
229,093
|
|
|
251,292,580
|
|
||
December 1 - December 31, 2019
|
|
573,555
|
|
|
34.19
|
|
|
573,555
|
|
|
231,685,024
|
|
||
Total
|
|
863,458
|
|
|
$
|
35.05
|
|
|
863,458
|
|
|
N/A
|
|
|
|
|
|
Repurchases on December 29, 2016 Authorization
|
|
Repurchases on February 2018 Authorization
|
|
Repurchases on November 2018 Authorization
|
|||||||||||||||||
Period
|
|
Share Repurchase Authorization
|
|
|
Shares Repurchased
|
|
Average Price Paid per Share
|
|
Shares Repurchased
|
|
Average Price Paid per Share
|
|
Shares Repurchased
|
|
Average Price Paid per Share
|
|||||||||||
Share Repurchases Authorized as of December 31, 2016
|
|
150,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2017 Repurchases
|
|
(24,999,985
|
)
|
|
|
762,623
|
|
|
$
|
32.78
|
|
|
|
|
|
|
|
|
|
|||||||
Share Repurchases Authorized as of December 31, 2017
|
|
125,000,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Repurchases Authorized February 2018
|
|
150,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Repurchases Authorized November 2018
|
|
500,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2018 Repurchases
|
|
(365,277,607
|
)
|
|
|
3,135,942
|
|
|
$
|
39.86
|
|
|
3,449,260
|
|
|
$
|
43.49
|
|
|
2,437,184
|
|
|
$
|
37.04
|
|
|
Share Repurchases Authorized as of December 31, 2018
|
|
409,722,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2019 Repurchases
|
|
(178,037,384
|
)
|
|
|
|
|
|
|
|
|
|
|
5,039,034
|
|
|
$
|
35.33
|
|
|||||||
Share Repurchases Authorized as of December 31, 2019
|
|
$
|
231,685,024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51 |
|
|
52 |
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018(1)(2)
|
|
2017(3)
|
|
2016
|
|
2015(4)
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|||||||||||||
Net revenues
|
|
$
|
9,298.2
|
|
|
$
|
10,233.1
|
|
|
$
|
7,267.1
|
|
|
$
|
4,197.9
|
|
|
$
|
4,782.0
|
|
Income from continuing operations before income tax expense
|
|
402.7
|
|
|
485.5
|
|
|
299.3
|
|
|
(391.2
|
)
|
|
21.3
|
|
|||||
Income tax expense (benefit)
|
|
71.7
|
|
|
101.9
|
|
|
(29.2
|
)
|
|
(171.5
|
)
|
|
(15.8
|
)
|
|||||
Income from continuing operations, net of tax
|
|
331.0
|
|
|
383.6
|
|
|
328.5
|
|
|
(219.7)
|
|
|
37.1
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
|
5.2
|
|
|
(8.7
|
)
|
|
(5.9
|
)
|
|
86.3
|
|
|
6.6
|
|
|||||
Net income
|
|
336.2
|
|
|
374.9
|
|
|
322.6
|
|
|
(133.4
|
)
|
|
43.7
|
|
|||||
Net income attributed to non-controlling interests
|
|
25.6
|
|
|
34.8
|
|
|
33.8
|
|
|
20.3
|
|
|
24.3
|
|
|||||
Net income attributable to Delek
|
|
$
|
310.6
|
|
|
$
|
340.1
|
|
|
$
|
288.8
|
|
|
$
|
(153.7
|
)
|
|
$
|
19.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total basic income per share
|
|
$
|
4.10
|
|
|
$
|
4.11
|
|
|
$
|
4.04
|
|
|
$
|
(2.49
|
)
|
|
$
|
0.32
|
|
Total diluted income per share
|
|
$
|
4.06
|
|
|
$
|
3.95
|
|
|
$
|
4.00
|
|
|
$
|
(2.49
|
)
|
|
$
|
0.32
|
|
Dividends declared per common share outstanding
|
|
$
|
1.14
|
|
|
$
|
0.96
|
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
|
December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018(5)
|
|
2017(3)
|
|
2016
|
|
2015(4)
|
||||||||||
Balance Sheet Data:
|
|
|
|
(In millions)
|
|
|
||||||||||||||
Cash and cash equivalents
|
|
$
|
955.3
|
|
|
$
|
1,079.3
|
|
|
$
|
931.8
|
|
|
$
|
689.2
|
|
|
$
|
287.2
|
|
Total current assets
|
|
2,963.3
|
|
|
2,420.3
|
|
|
2,611.8
|
|
|
1,396.9
|
|
|
1,389.4
|
|
|||||
Total assets
|
|
7,016.3
|
|
|
5,760.6
|
|
|
5,935.2
|
|
|
2,979.8
|
|
|
3,316.8
|
|
|||||
Total current liabilities
|
|
2,355.9
|
|
|
1,663.5
|
|
|
2,671.7
|
|
|
935.2
|
|
|
996.0
|
|
|||||
Total debt, including current maturities
|
|
2,067.1
|
|
|
1,783.3
|
|
|
1,465.6
|
|
|
832.9
|
|
|
805.2
|
|
|||||
Total stockholders' equity
|
|
1,835.3
|
|
|
1,808.1
|
|
|
1,964.2
|
|
|
1,182.5
|
|
|
1,353.9
|
|
53 |
|
|
•
|
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;
|
•
|
reliability of our operating assets;
|
•
|
actions of our competitors and customers;
|
•
|
changes in, or the failure to comply with, the extensive government regulations applicable to our industry segments;
|
•
|
our ability to execute our strategy of growth through acquisitions and capital projects and changes in the expected value of and benefits derived therefrom, including any inability to successfully integrate acquisitions, realize expected synergies or achieve operational efficiency and effectiveness;
|
•
|
diminishment 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, southwestern and western United States, particularly levels of spending related to travel and tourism;
|
•
|
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 (including cyber-terrorism) aimed at either our facilities or other facilities that could impair our ability to produce or transport refined products or receive feedstocks;
|
•
|
disruption, failure, or cybersecurity breaches affecting or targeting our IT systems and controls, our infrastructure, or the infrastructure of our cloud-based IT service providers;
|
•
|
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.
|
54 |
|
|
Business Overview
|
Refining Overview
|
|
Tyler Refinery
|
El Dorado Refinery
|
Big Spring Refinery
|
Krotz Springs Refinery
|
||||
Total Nameplate Capacity (barrels per day ("bpd"))
|
75,000
|
|
80,000
|
|
73,000
|
|
74,000
|
|
Primary Products
|
Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, petroleum coke and sulfur
|
Gasoline, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, asphalt and sulfur
|
Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, aromatics and sulfur
|
Gasoline, jet fuel, high-sulfur diesel, light cycle oil, liquefied petroleum gases, propylene and ammonium thiosulfate
|
||||
Relevant Crack Spread Benchmark
|
Gulf Coast 5-3-2
|
Gulf Coast 5-3-2 (1)
|
Gulf Coast 3-2-1 (2)
|
Gulf Coast 2-1-1 (3)
|
||||
Marketing and Distribution
|
The refining segment's petroleum-based products are marketed primarily in the south central, southwestern and western regions of the United States, and the refining segment also ships and sells gasoline into wholesale markets in the southern and eastern United States. Motor fuels are sold under the Alon or Delek brand through various terminals to supply Alon or Delek branded retail sites. In addition, we sell motor fuels through our wholesale distribution network on an unbranded basis.
|
Logistics Overview
|
55 |
|
|
Retail Overview
|
Corporate and Other Overview
|
Strategic Overview
|
2019 Strategic Goals and Developments
|
•
|
Maintain and continue to enhance our safe operations. As we invest in and grow our business, we remain focused on safe and compliant operations for the benefit of our employees, communities, customers and shareholders.
|
•
|
Capitalize on the successful integration of the Alon transaction. Since the Delek/Alon Merger, we expended significant efforts to fully integrate the Alon organization. Now that the integration is complete, our goal is to continue to implement best practices to improve the performance of our larger organization which includes focusing on simplifying the organization structure and the balance sheet. We are continuing to realize synergies that are expected to have a positive effect on our combined operations.
|
•
|
Build on a winning culture. We believe our team responded well to our larger scale, as steps were taken to integrate the two companies following the acquisition of Alon in July 2017. We are now a larger and more diverse company, but our focus is to foster a culture that has the ability to act quickly in a changing environment to take advantage of opportunities. In order to support this operation, we continue to be focused on expanding our team, developing systems and providing the resources to position the organization for success in the future.
|
•
|
Enhance our position in the Permian Basin. Our 302,000 barrels per day of crude throughput capacity is primarily a WTI-linked crude oil slate that is weighted to supply from the Permian Basin through our access to approximately 200,000 barrels per day. In addition, we have complementary retail and logistics presence in the area. Our strategic focus will be to evaluate options to utilize our position to create additional growth across our businesses, while working toward reducing our susceptibility to volatility in the crude and refined product markets.
|
•
|
Grow our logistics operations. The combination of our access to the Permian Basin and larger refining operation should allow us to continue to grow our logistics footprint. We will look for opportunities to capitalize on this position to increase our crude gathering operations, support the refining system and third-party customers. This includes exploring opportunities for continued development through joint ventures and opportunities to acquire assets in markets that are complementary to our existing geographic footprint.
|
•
|
Optimization of our refining system. We have doubled the size of our refining system since 2016. This gives us the opportunities to utilize the best practices from each location to improve reliability, efficiencies and yields in an effort to maximize performance. This should enhance our competitive position and free cash flow potential.
|
56 |
|
|
•
|
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) returning cash to shareholders through dividends and share repurchases, 2) investing in our business and 3) growing through acquisitions - all of which combine to serve our central goal of increasing long-term value for our shareholders.
|
57 |
|
|
58 |
|
|
A Look to the Future: Our Strategic Goals
|
I.
|
Become nationally recognized for safety and wellness leadership,
|
II.
|
Maximize return on assets through best-in-industry reliability and integrity,
|
III.
|
Improve efficiency and execution through development of systems and processes,
|
IV.
|
Identify and manage risks to improve decision making and increase profitability, and
|
V.
|
Significantly increase overall earnings.
|
I.
|
Safety and wellness.
|
II.
|
Reliability and integrity.
|
III.
|
Systems and processes.
|
IV.
|
Risk-based decision making.
|
V.
|
Positioning for growth.
|
•
|
Maintain and continue to enhance our safe operations and commitment to responsible corporate citizenship. A central focus is to enhance the safety across our organization. It is a core value at Delek and we work day-to-day to ingrain this into our culture. The organization is focused on Environment/Health/Safety, Employee Engagement, Community Commitment and Ethics/Governance in an effort to have safe and compliant operations for the benefit of our employees, communities, customers and shareholders.
|
•
|
Broaden our winning culture. As a growing organization, we want to develop a culture that can support its success. Our core values: Safety, Integrity, Maximize Value, Passion for Winning & Excellence, Growth Oriented and Commitment are guiding factors in the way we do business. We are investing in our people to expand our knowledge base through training, systems and processes with a goal to retain the ability to act quickly as we grow.
|
•
|
Enhance our integrated platform. Our integrated platform allows to purchase a barrel of crude oil at the wellhead, transport crude oil to our refineries to produce finished products then transport it to our retail network or third parties. In 2019, projects such as the alkylation unit at Krotz Springs, turnaround at El Dorado, steps to improve our retail portfolio or investment in our logistics assets are all examples of the continuous effort to improve our existing platform.
|
59 |
|
|
•
|
Diversify our business model through growth in our midstream operations. We executed initiatives in 2019 to develop our midstream operations through construction of the Big Spring Gathering System, entering into joint ventures for the Red River and Wink to Webster pipelines. Our intention is to use our cash flow and strong balance sheet to diversify our earnings mix by increasing the size of our more stable midstream business.
|
•
|
Maximize operational efficiencies. This extends to all aspects of the organization. From back office processes and systems to the operating assets in refining, logistics and retail. By safely maximizing our efficiencies, reliability and asset integrity, we should enhance our competitiveness and free cash flow generation potential. In a commodity based environment that changes quickly, we are consistently focused on executing on factors that are within our control.
|
•
|
Create organizational scalability to support growth. A challenge of a growing company is that sometimes it comes in large steps, which can stretch an organization. We are focused on developing our systems and processes, improving efficiencies and retaining knowledge within the organization to create a structure that is scalable as we grow in the future.
|
•
|
Use our financial flexibility and cash flow to create shareholder value. Delek is focused on managing the cash flow of our business to support a capital allocation program that includes: 1) returning cash to shareholders through dividends and share repurchases, 2) applying a disciplined approach to investing in our business and 3) growing through acquisitions- all of which combine to serve our overarching goal of increasing long-term value for our shareholders.
|
60 |
|
|
Commodity Prices
|
Crack Spreads
|
61 |
|
|
Refined Product Prices
|
Crude Pricing Differentials
|
62 |
|
|
RIN Volatility
|
63 |
|
|
Summary Statement of Operations Data
|
|
Year Ended December 31,
|
||||||
|
|
2019
|
|
2018(1)(2)
|
||||
Net revenues
|
|
$
|
9,298.2
|
|
|
$
|
10,233.1
|
|
Total operating costs and expenses
|
|
8,805.9
|
|
|
9,621.2
|
|
||
Operating income
|
|
492.3
|
|
|
611.9
|
|
||
Total non-operating expenses, net
|
|
89.6
|
|
|
126.4
|
|
||
Income from continuing operations before income tax expense
|
|
402.7
|
|
|
485.5
|
|
||
Income tax expense
|
|
71.7
|
|
|
101.9
|
|
||
Income from continuing operations, net of tax
|
|
331.0
|
|
|
383.6
|
|
||
Income (loss) from discontinued operations, net of tax
|
|
5.2
|
|
|
(8.7
|
)
|
||
Net income
|
|
336.2
|
|
|
374.9
|
|
||
Net income attributed to non-controlling interests
|
|
25.6
|
|
|
34.8
|
|
||
Net income attributable to Delek
|
|
$
|
310.6
|
|
|
$
|
340.1
|
|
•
|
Refining
|
•
|
Logistics
|
•
|
Retail
|
64 |
|
|
•
|
in our refining segment, decreases in the average price of U.S. Gulf Coast gasoline of 10.7%, ULSD of 8.0%, and High-Sulfur diesel ("HSD") of 8.3%, partially offset by increase in sales volumes; and
|
•
|
in our logistics segment, decreases in the average volume sold and sales prices per gallon of gasoline and diesel sold in our West Texas marketing operations, where the average sales prices per gallon of gasoline and diesel sold decreased $0.14 per gallon and $0.22 per gallon, respectively.
|
•
|
a decrease in the cost of crude oil feedstocks at the refineries including a decrease in the cost of WTI Cushing crude oil from an average of $65.20 per barrel to an average of $56.99, and a decrease in the cost of WTI Midland crude oil from an average of $57.84 per barrel to an average of $56.31 per barrel;
|
•
|
a decrease in RIN expense where ethanol RIN prices averaged $0.17 per RIN compared to $0.31 per RIN in the prior year period;
|
•
|
a decrease in average volumes sold and the cost of refined products in the logistics segment where the average cost per gallon of gasoline and diesel purchased decreased $0.15 per gallon and $0.19 per gallon, respectively;
|
•
|
an increase in hedging gains to $22.8 million recognized during 2019 compared to a loss of $0.8 million recognized during 2018; and
|
•
|
the reenactment of the BTC in December 2019 for the 2018 and 2019 periods which resulted in a benefit of $78.0 million during 2019.
|
•
|
a prior period benefit of approximately $115.5 million related to a combination of the 2017 RINs waivers and a biodiesel tax credit recognized during 2018, whereas 2018 RIN Waivers provided a benefit of $20.7 million in 2019.
|
•
|
higher employee related costs primarily across our refining and logistics segment;
|
•
|
higher contract services in our refining and logistics segments; and
|
•
|
a $16.0 million reduction of operating expenses in 2018 attributed to recoveries received from the settlement of disputed indemnification matters related to environmental obligations and asset retirement obligations at the Bakersfield refinery.
|
•
|
reductions in maintenance expense and variable expenses in our refining segment; and
|
•
|
decrease in retail operating expenses due to reduction in number of stores.
|
65 |
|
|
•
|
an increase in employee costs driven by higher equity-based compensation and increased headcount;
|
•
|
increases in legal and audit costs associated with various acquisition, investment, litigation and dispute matters;
|
•
|
increases in property and other taxes;
|
•
|
increases in supplies expenses for subscriptions and office related costs; and
|
•
|
increases for various outside service costs.
|
•
|
an increase in net average borrowings outstanding (including the obligations under the supply and offtake agreements which have an associated interest charge) of approximately $321.6 million (calculated as a simple average of beginning borrowings/obligations and ending borrowings/obligations for the period) for the year ended December 31, 2019 compared to the year ended December 31, 2018.
|
•
|
an increase in income from our asphalt joint venture from $3.4 million during 2018 to $15.2 million during 2019;
|
•
|
the addition of the Red River Pipeline Joint Venture in May 2019 which contributed income of $8.4 million in 2019; and
|
•
|
an increase in income from our other logistics joint ventures from $6.2 million during 2018 to $11.5 million during 2019.
|
•
|
pre-tax income of $402.7 million compared to $485.5 million for the years ended December 31, 2019 and 2018, respectively;
|
66 |
|
|
•
|
a decrease in our effective tax rate which was 17.8% compared to 21.0% for the years ended December 31, 2019 and 2018, respectively, primarily due to the following:
|
◦
|
the 2019 recognition of the BTC receivable, the majority of which is non-taxable; and
|
◦
|
discrete adjustments that were reported during 2018 for the following:
|
▪
|
tax expense associated with the impairment of assets held for sale; and
|
▪
|
changes in valuation allowance attributable to the book-tax basis differences from the Big Spring Logistic Asset Acquisition (See Note 6 of our consolidated financial statements included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K).
|
67 |
|
|
Refining Segment
|
Refining Segment Margins
|
||||||||
|
|
Year Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Net revenues
|
|
$
|
8,798.5
|
|
|
$
|
9,610.4
|
|
Cost of materials and other
|
|
7,544.5
|
|
|
8,279.9
|
|
||
Refining Margin
|
|
1,254.0
|
|
|
1,330.5
|
|
||
Operating expenses (excluding depreciation and amortization)
|
|
492.4
|
|
|
465.4
|
|
||
Contribution margin
|
|
$
|
761.6
|
|
|
$
|
865.1
|
|
Contribution margin percentage
|
|
8.7
|
%
|
|
9.0
|
%
|
68 |
|
|
Refinery Statistics
|
||||||||
|
|
Year Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Tyler, TX Refinery
|
|
|
|
|
||||
Days in period
|
|
365
|
|
|
365
|
|
||
Total sales volume - refined product (average barrels per day) (1)
|
|
76,178
|
|
|
78,658
|
|
||
Products manufactured (average barrels per day):
|
|
|
|
|
||||
Gasoline
|
|
40,801
|
|
|
42,138
|
|
||
Diesel/Jet
|
|
30,673
|
|
|
30,035
|
|
||
Petrochemicals, LPG, NGLs
|
|
2,798
|
|
|
2,564
|
|
||
Other
|
|
1,554
|
|
|
1,665
|
|
||
Total production
|
|
75,826
|
|
|
76,402
|
|
||
Throughput (average barrels per day):
|
|
|
|
|
||||
Crude Oil
|
|
70,516
|
|
|
70,041
|
|
||
Other feedstocks
|
|
5,873
|
|
|
6,770
|
|
||
Total throughput
|
|
76,389
|
|
|
76,811
|
|
||
Per barrel of refined product sales:
|
|
|
|
|
||||
Tyler refining margin
|
|
$
|
14.09
|
|
|
$
|
11.88
|
|
Operating expenses
|
|
$
|
3.91
|
|
|
$
|
3.64
|
|
Crude Slate: (% based on amount received in period)
|
|
|
|
|
||||
WTI crude oil
|
|
89.0
|
%
|
|
83.0
|
%
|
||
East Texas crude oil
|
|
11.0
|
%
|
|
16.3
|
%
|
||
Other
|
|
—
|
%
|
|
0.7
|
%
|
||
|
|
|
|
|
||||
El Dorado, AR Refinery
|
|
|
|
|
||||
Days in period
|
|
365
|
|
|
365
|
|
||
Total sales volume - refined product (average barrels per day) (1)
|
|
62,420
|
|
|
71,381
|
|
||
Products manufactured (average barrels per day):
|
|
|
|
|
||||
Gasoline
|
|
27,712
|
|
|
33,718
|
|
||
Diesel
|
|
20,753
|
|
|
24,609
|
|
||
Petrochemicals, LPG, NGLs
|
|
872
|
|
|
1,228
|
|
||
Asphalt
|
|
5,533
|
|
|
5,179
|
|
||
Other
|
|
735
|
|
|
732
|
|
||
Total production
|
|
55,605
|
|
|
65,466
|
|
||
Throughput (average barrels per day):
|
|
|
|
|
||||
Crude Oil
|
|
54,420
|
|
|
65,615
|
|
||
Other feedstocks
|
|
1,576
|
|
|
1,313
|
|
||
Total throughput
|
|
55,996
|
|
|
66,928
|
|
||
Per barrel of refined product sales:
|
|
|
|
|
||||
El Dorado refining margin
|
|
$
|
7.38
|
|
|
$
|
8.64
|
|
Operating expenses
|
|
$
|
5.73
|
|
|
$
|
5.22
|
|
Crude Slate: (% based on amount received in period)
|
|
|
|
|
||||
WTI crude oil
|
|
49.9
|
%
|
|
58.6
|
%
|
||
Local Arkansas crude oil
|
|
23.1
|
%
|
|
21.2
|
%
|
||
Other
|
|
27.0
|
%
|
|
20.2
|
%
|
69 |
|
|
Refinery Statistics (continued)
|
|||||||||
|
|
Year Ended December 31, 2019
|
|
Year Ended December 31, 2018
|
|||||
Big Spring, TX Refinery
|
|
|
|
|
|||||
Days in period
|
|
365
|
|
|
365
|
|
|||
Total sales volume - refined product (average barrels per day) (1)
|
|
76,413
|
|
|
74,721
|
|
|||
Products manufactured (average barrels per day):
|
|
|
|
|
|||||
Gasoline
|
|
36,352
|
|
|
36,596
|
|
|||
Diesel/Jet
|
|
27,602
|
|
|
26,660
|
|
|||
Petrochemicals, LPG, NGLs
|
|
3,746
|
|
|
3,646
|
|
|||
Asphalt
|
|
1,870
|
|
|
1,855
|
|
|||
Other
|
|
1,327
|
|
—
|
|
1,339
|
|
||
Total production
|
|
70,897
|
|
|
70,096
|
|
|||
Throughput (average barrels per day):
|
|
|
|
|
|||||
Crude oil
|
|
72,039
|
|
|
67,978
|
|
|||
Other feedstocks
|
|
(453
|
)
|
|
1,533
|
|
|||
Total throughput
|
|
71,586
|
|
|
69,511
|
|
|||
Per barrel of refined product sales:
|
|
|
|
|
|||||
Big Spring refining margin
|
|
$
|
13.69
|
|
|
$
|
18.44
|
|
|
Operating expenses
|
|
$
|
4.35
|
|
|
$
|
4.20
|
|
|
Crude Slate: (% based on amount received in period)
|
|
|
|
|
|||||
WTI crude oil
|
|
75.5
|
%
|
|
73.8
|
%
|
|||
WTS crude oil
|
|
24.5
|
%
|
|
26.2
|
%
|
|||
|
|
|
|
|
|||||
Krotz Springs, LA Refinery
|
|
|
|
|
|||||
Days in period
|
|
365
|
|
|
365
|
|
|||
Total sales volume - refined product (average barrels per day) (1)
|
|
70,511
|
|
|
78,902
|
|
|||
Products manufactured (average barrels per day):
|
|
|
|
|
|||||
Gasoline
|
|
35,026
|
|
|
36,729
|
|
|||
Diesel/Jet
|
|
28,049
|
|
|
31,459
|
|
|||
Heavy Oils
|
|
1,131
|
|
|
1,216
|
|
|||
Petrochemicals, LPG, NGLs
|
|
4,647
|
|
|
7,224
|
|
|||
Other
|
|
26
|
|
|
—
|
|
|||
Total production
|
|
68,879
|
|
|
76,628
|
|
|||
Throughput (average barrels per day):
|
|
|
|
|
|||||
Crude Oil
|
|
67,943
|
|
|
73,171
|
|
|||
Other feedstocks
|
|
(366
|
)
|
|
2,211
|
|
|||
Total throughput
|
|
67,577
|
|
|
75,382
|
|
|||
Per barrel of sales:
|
|
|
|
|
|||||
Krotz Springs refining margin
|
|
$
|
10.16
|
|
|
$
|
9.48
|
|
|
Operating expenses
|
|
$
|
4.46
|
|
|
$
|
3.84
|
|
|
Crude Slate: (% based on amount received in period)
|
|
|
|
|
|||||
WTI Crude
|
|
72.0
|
%
|
|
61.3
|
%
|
|||
Gulf Coast Sweet Crude
|
|
28.0
|
%
|
|
38.7
|
%
|
|||
|
|
|
|
|
(1)
|
Includes inter-refinery sales and sales to other segments which are eliminated in consolidation. See tables below.
|
70 |
|
|
Inter-refinery Sales
|
|||||
|
Year Ended December 31,
|
||||
(in barrels per day)
|
2019
|
|
2018
|
||
|
|
|
|
||
Tyler refined product sales to other Delek refineries
|
894
|
|
|
824
|
|
El Dorado refined product sales to other Delek refineries
|
5,039
|
|
|
4,583
|
|
Big Spring refined product sales to other Delek refineries
|
990
|
|
|
554
|
|
Krotz Springs refined product sales to other Delek refineries
|
9,734
|
|
|
19,644
|
|
Refinery Sales to Other Segments
|
||||||
|
|
Year Ended December 31,
|
||||
(in barrels per day)
|
|
2019
|
|
2018
|
||
|
|
|
|
|
||
Tyler refined product sales to other Delek segments
|
|
252
|
|
|
986
|
|
El Dorado refined product sales to other Delek segments
|
|
83
|
|
|
562
|
|
Big Spring refined product sales to other Delek segments
|
|
25,223
|
|
|
25,661
|
|
Krotz Springs refined product sales to other Delek segments
|
|
462
|
|
|
—
|
|
(1)
|
For our Tyler and El Dorado refineries, we compare our per barrel refining product margin to the Gulf Coast 5-3-2 crack spread consisting of WTI Cushing crude, U.S. Gulf Coast CBOB and U.S. Gulf Coast Pipeline No. 2 heating oil (high sulfur diesel). For our Big Spring refinery, we compare our per barrel refined product margin to the Gulf Coast 3-2-1 crack spread consisting of WTI Cushing crude, Gulf Coast 87 Conventional gasoline and Gulf Coast ultra low sulfur diesel, and for our Krotz Springs refinery, we compare our per barrel refined product margin to the Gulf Coast 2-1-1 crack spread consisting of LLS crude oil, Gulf Coast 87 Conventional gasoline and U.S. Gulf Coast Pipeline No. 2 heating oil (high sulfur diesel). The Tyler refinery's crude oil input is primarily WTI Midland and east Texas, while the El Dorado refinery's crude input is primarily combination of WTI Midland, local Arkansas and other domestic inland crude oil. The Big Spring refinery’s crude oil input is primarily comprised of WTS and WTI Midland. The Krotz Springs refinery’s crude oil input is primarily comprised of LLS and WTI Midland. The Big Spring and Krotz Springs refineries were acquired July 1, 2017 as part of the Delek/Alon Merger, so Gulf Coast 3-2-1 and 2-1-1 crack spreads, LLS and WTS statistics are presented only for the period Delek owned these refineries.
|
71 |
|
|
•
|
decreases in the average price of U.S. Gulf Coast gasoline of 10.7%, ULSD of 8.0%, and HSD of 8.3%; and
|
•
|
decreases in sales volume of refined product totaling 9.0 million barrels due to decreases in sales volumes across all four refineries primarily resulting from unit outages and planned downtime, offset by a 9.6 million barrel increase in purchased product sales across all four refineries primarily to compensate for production shortfalls.
|
•
|
a decrease in refined product sales volume across all refineries;
|
•
|
a decrease in the cost of WTI Cushing crude oil from an average of $65.20 per barrel for 2018 to an average of $56.99 during 2019;
|
•
|
a decrease in the cost of WTI Midland crude oil, from an average of $57.84 per barrel for 2018 to an average of $56.31 during 2019;
|
•
|
the net reversal benefit (expense) of $52.3 million related to inventory valuation reserves recognized during 2019 compared to $(51.3) million recognized during 2018; and
|
•
|
the reenactment of the BTC in December 2019 for the 2018 and 2019 periods which resulted in a benefit of $78.0 million during 2019.
|
•
|
a prior period benefit of approximately $115.5 million related to a combination of the 2017 RIN Waivers and a biodiesel tax credit recognized during the year ended December 31, 2018, whereas 2018 RIN Waivers provided a benefit of $20.7 million the same period of 2019.
|
72 |
|
|
•
|
a narrowing of the discount between WTI Midland crude oil and Brent crude oil where, during the year ended December 31, 2019, the WTI Midland crude oil differential to Brent crude oil was an average discount of $7.83 per barrel compared to $13.85 per barrel during the same period of 2018;
|
•
|
a narrowing of the average WTI Cushing crude oil and WTS crude oil to $0.72 during the year ended December 31, 2019, compared to $7.77 during the same period of 2018;
|
•
|
a narrowing of the discount between WTI Midland crude oil compared to WTI Cushing where, during the year ended December 31, 2019, the average WTI Midland crude oil differential to WTI Cushing crude oil was $0.68 per barrel compared to $7.36 during the year ended December 31, 2018; and
|
•
|
a prior period benefit of approximately $115.5 million related to a combination of the 2017 RIN Waivers and a biodiesel tax credit recognized during the year ended 2018, whereas 2018 RIN Waivers provided a benefit of $20.7 million the same period of 2019.
|
•
|
a 4.3% improvement in the 5-3-2 crack spread (the primary measure for the Tyler refinery and El Dorado refinery);
|
•
|
a 0.5% improvement in the average Gulf Coast 3-2-1 crack spread (the primary measure for the Big Spring refinery);
|
•
|
a 3.3% improvement in the average Gulf Coast 2-1-1 crack spread (the primary measure for the Krotz Springs refinery);
|
•
|
the net reversal benefit (expense) of $52.3 million related to inventory valuation reserves recognized during 2019 compared to $(51.3) million recognized during 2018;
|
•
|
the $78.0 million benefit attributable to the BTC reenactment; and
|
•
|
the benefit attributable to the decrease in RIN prices.
|
73 |
|
|
•
|
an overall net increase of $18.1 million in outside services costs across the Tyler, Big Spring and Krotz Springs refineries primarily related to various unit outages and project studies;
|
•
|
an increase in employee related costs of $7.9 million across all four refineries;
|
•
|
a $16.0 million reduction of expenses in 2018 attributed to recoveries received from the settlement of disputed indemnification matters related to environmental obligations and asset retirement obligations at the Bakersfield refinery;
|
•
|
an offsetting decrease of $10.4 million in variable expenses, primarily due to reduced production; and
|
•
|
offsetting reductions in repairs and maintenance expense at the El Dorado, Krotz Springs and Big Spring refineries.
|
74 |
|
|
•
|
a narrowing of the discount between WTI Cushing and WTS crude oil compared to the prior-year period;
|
•
|
a narrowing of the discount between WTI Midland and WTI Cushing compared to the prior-year period;
|
•
|
increase in operating expenses across all refineries; and
|
•
|
a prior period benefit of approximately $115.5 million related to a combination of the 2017 RINs waivers and a biodiesel tax credit recognized during 2018, whereas 2018 RIN Waivers provided a benefit of $20.7 million the same period of 2019.
|
•
|
an overall improvement in crack spreads: a 3.3% improvement in the average Gulf Coast 2-1-1 crack spread (the primary measure for the Krotz Springs refinery), a 4.3% improvement in the 5-3-2 crack spread (the primary measure for the Tyler and El Dorado refineries) and a 0.5% improvement in the average Gulf Coast 3-2-1 crack spread (the primary measure for the Big Spring refinery);
|
•
|
the net reversal benefit (expense) of $52.3 million related to inventory valuation reserves recognized during 2019 compared to $(51.3) million recognized during 2018;
|
•
|
the $78.0 million benefit attributable to BTC reenactment; and
|
•
|
the benefit attributable to the decrease in RIN prices.
|
75 |
|
|
Logistics Segment
|
Logistics Contribution Margin and Operating Information
|
||||||||
|
|
Year Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Net revenues
|
|
$
|
584.0
|
|
|
657.6
|
|
|
Cost of materials and other
|
|
336.5
|
|
|
429.1
|
|
||
Operating expenses (excluding depreciation and amortization)
|
|
74.1
|
|
|
58.7
|
|
||
Contribution margin
|
|
$
|
173.4
|
|
|
$
|
169.8
|
|
Operating Information:
|
|
|
|
|
||||
East Texas - Tyler Refinery sales volumes (average bpd) (1)
|
|
74,206
|
|
|
77,487
|
|
||
Big Spring wholesale marketing throughputs (average bpd) (2)
|
|
82,695
|
|
|
81,117
|
|
||
West Texas wholesale marketing throughputs (average bpd)
|
|
11,075
|
|
|
13,323
|
|
||
West Texas wholesale marketing margin per barrel
|
|
$
|
4.44
|
|
|
$
|
5.57
|
|
Terminalling throughputs (average bpd) (3)
|
|
160,075
|
|
|
161,284
|
|
||
Throughputs (average bpd):
|
|
|
|
|
||||
Lion Pipeline System:
|
|
|
|
|
||||
Crude pipelines (non-gathered)
|
|
42,918
|
|
|
51,992
|
|
||
Refined products pipelines to Enterprise Systems
|
|
37,716
|
|
|
45,728
|
|
||
SALA Gathering System
|
|
21,869
|
|
|
16,571
|
|||
East Texas Crude Logistics System
|
|
19,927
|
|
|
15,696
|
76 |
|
|
•
|
decreases in the average volumes sold and in the average sales prices per gallon of gasoline and diesel in our West Texas marketing operations.
|
◦
|
the average volumes of gasoline and diesel sold in 2019 and 2018 decreased by 14.3 million gallons and 21.8 million gallons, respectively.
|
◦
|
the average sales prices per gallon of gasoline and diesel sold in 2019 and 2018 decreased by $0.14 per gallon and $0.22 per gallon, respectively.
|
•
|
increased revenues associated with the assets we acquired in the Big Spring Logistic Assets Acquisition, which we owned for the entirety of the year ended December 31, 2019 compared to ten months during the year ended December 31, 2018;
|
•
|
increased revenues associated with our Paline Pipeline as a result of increased rates and a change in the fee structure from the year ended December 31, 2018, during which the capacity of the Paline Pipeline was contracted to separate parties for a monthly fee, compared to the year ended December 31, 2019, during which the pipeline was subject to a FERC tariff;
|
•
|
increased revenues associated with the gathering assets as a result of increased throughput due to diversification of market locations during the year ended December 31, 2019 compared to the year ended December 31, 2018; and
|
•
|
increased revenues associated with our trucking assets.
|
•
|
decreases in the average volumes sold and in average cost per gallon of gasoline and diesel sold in our West Texas marketing operations.
|
◦
|
the average volumes of gasoline and diesel sold in 2019 and 2018 decreased by 14.3 million gallons and 21.8 million gallons, respectively.
|
◦
|
the average cost per gallon of gasoline and diesel sold in 2019 and 2018 decreased by $0.15 per gallon and $0.19 per gallon, respectively.
|
77 |
|
|
•
|
costs in the amount of $7.1 million associated with the clean-up of a finished product release involving one of our pipelines that occurred in October 2019 near Sulphur Springs, Texas;
|
•
|
higher operating costs associated with allocated contract services pertaining to certain of our assets; and
|
•
|
higher employee costs allocated to us as a result of an increase in allocated employee headcount in various operational groups as Delek Logistics continues to experience growth.
|
•
|
decreases in variable expenses such as utilities, maintenance and material costs.
|
•
|
increases in revenue generated under the agreements executed in connection with the Big Spring Logistic Assets Acquisition; and
|
•
|
increase in revenue associated with the gathering assets.
|
•
|
higher operating expenses; and
|
•
|
decreases in the volumes combined with a $1.13 decrease in gross margin per barrel of gasoline and diesel sold in our West Texas marketing operations.
|
78 |
|
|
Retail Segment
|
Retail Contribution Margin and Operating Information
|
||||||||
|
|
Year Ended December 31, 2019
|
|
Year Ended December 31, 2018
|
||||
Net revenues
|
|
$
|
838.0
|
|
|
915.4
|
|
|
Cost of materials and other
|
|
684.7
|
|
|
755.8
|
|
||
Operating expenses (excluding depreciation and amortization)
|
|
94.8
|
|
|
100.7
|
|
||
Contribution margin
|
|
$
|
58.5
|
|
|
$
|
58.9
|
|
Operating Information
|
||||||||
|
|
Year Ended December 31, 2019
|
|
Year Ended December 31, 2018
|
||||
Number of stores (end of period)
|
|
252
|
|
|
279
|
|
||
Average number of stores
|
|
266
|
|
|
295
|
|
||
Retail fuel sales
|
|
$
|
524.9
|
|
|
$
|
571.6
|
|
Retail fuel sales (thousands of gallons)
|
|
214,094
|
|
|
217,118
|
|
||
Average retail gallons per average number of stores (in thousands)
|
|
827
|
|
|
801
|
|
||
Average retail sales price per gallon sold
|
|
$
|
2.45
|
|
|
$
|
2.63
|
|
Retail fuel margin ($ per gallon)(1)
|
|
$
|
0.276
|
|
|
$
|
0.239
|
|
Merchandise sales
|
|
$
|
313.1
|
|
|
$
|
339.0
|
|
Merchandise sales per average number of stores
|
|
$
|
1.2
|
|
|
$
|
1.1
|
|
Merchandise margin %
|
|
30.8
|
%
|
|
30.9
|
%
|
Same-Store Comparison (2)
|
|||
|
|
Year Ended December 31, 2019
|
|
|
|
|
|
Change in same-store retail fuel gallons sold
|
|
2.9
|
%
|
Change in same-store merchandise sales
|
|
(1.0
|
)%
|
(1)
|
Retail fuel margin represents gross margin on fuel sales in the retail segment, and is calculated as retail fuel sales revenue less retail fuel cost of sales. The retail fuel margin per gallon calculation is derived by dividing retail fuel margin by the total retail fuel gallons sold for the period.
|
(2)
|
Same-store comparisons include year-over-year increases or decreases in specified metrics for stores that were in service at both the beginning of the year and the end of the most recent year used in the comparison.
|
79 |
|
|
•
|
total fuel sales were $524.9 million for the year ended December 31, 2019 compared to $571.6 million for 2018, attributable to the following:
|
◦
|
$22.8 million decrease related to reduction in number of stores period over period;
|
◦
|
a $0.18 decrease in average price charged per gallon; and
|
◦
|
a slight decrease in total retail fuel gallons sold of 214,094 thousand gallons during 2019 compared to 217,118 thousand gallons in 2018, attributable to a decrease in volumes associated with the reduction in average number of stores period over period offset by same-store sales growth in fuel volumes of 2.9%.
|
•
|
merchandise sales were $313.1 million for the year ended December 31, 2019 compared to $339.0 million for 2018 primarily driven by the following:
|
◦
|
$23.0 million decrease related to reduction in number of stores period over period; and
|
◦
|
a same-store sales decrease of 1.0%.
|
80 |
|
|
•
|
$39.4 million decrease due to reduction in number of stores period over period; and
|
•
|
a decrease in average cost per gallon of $0.21 or 9.0% applied to fuel sales volumes that decreased slightly period over period.
|
81 |
|
|
•
|
cash generated from our operating activities;
|
•
|
borrowings under our debt facilities; and
|
•
|
potential issuances of additional equity and debt securities.
|
82 |
|
|
83 |
|
|
84 |
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2020 Forecast
|
|
2019 Actual
|
||||
Refining
|
||||||||
Sustaining maintenance, including turnaround activities
|
|
$
|
141.2
|
|
|
$
|
168.3
|
|
Regulatory
|
|
56.2
|
|
|
62.3
|
|
||
Discretionary projects
|
|
7.8
|
|
|
36.0
|
|
||
Refining segment total
|
|
205.2
|
|
|
266.6
|
|
||
|
|
|
|
|
||||
Logistics
|
||||||||
Regulatory
|
|
7.6
|
|
|
4.1
|
|
||
Sustaining maintenance
|
|
9.8
|
|
|
4.8
|
|
||
Discretionary projects
|
|
5.3
|
|
|
1.0
|
|
||
Logistics segment total
|
|
22.7
|
|
|
9.9
|
|
||
|
|
|
|
|
||||
Retail
|
||||||||
Regulatory
|
|
—
|
|
|
—
|
|
||
Sustaining maintenance
|
|
3.0
|
|
|
3.5
|
|
||
Discretionary projects
|
|
23.2
|
|
|
17.0
|
|
||
Retail segment total
|
|
26.2
|
|
|
20.5
|
|
||
|
|
|
|
|
||||
Other
|
||||||||
Regulatory
|
|
0.7
|
|
|
1.1
|
|
||
Sustaining maintenance
|
|
13.6
|
|
|
2.0
|
|
||
Discretionary projects (1)(2)
|
|
57.3
|
|
|
128.0
|
|
||
Other total
|
|
71.6
|
|
|
131.1
|
|
||
|
|
|
|
|
||||
Total capital spending
|
|
$
|
325.7
|
|
|
$
|
428.1
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
<1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
>5 Years
|
|
Total
|
||||||||||
Long term debt and notes payable obligations
|
|
$
|
36.4
|
|
|
$
|
131.6
|
|
|
$
|
640.4
|
|
|
$
|
1,280.5
|
|
|
$
|
2,088.9
|
|
Interest(1)
|
|
96.7
|
|
|
186.8
|
|
|
140.4
|
|
|
18.7
|
|
|
442.6
|
|
|||||
Operating lease commitments(2)
|
|
50.2
|
|
|
72.6
|
|
|
42.5
|
|
|
61.9
|
|
|
227.2
|
|
|||||
Purchase commitments(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Transportation agreements(4)
|
|
109.3
|
|
|
207.2
|
|
|
129.8
|
|
|
83.0
|
|
|
529.3
|
|
|||||
Total
|
|
$
|
292.6
|
|
|
$
|
598.2
|
|
|
$
|
953.1
|
|
|
$
|
1,444.1
|
|
|
$
|
3,288.0
|
|
85 |
|
|
86 |
|
|
87 |
|
|
•
|
Refining margin - calculated as the difference between net refining revenues and total cost of materials and other;
|
•
|
Refined product margin - calculated as the difference between net revenues attributable to refined products (produced and purchased) and related cost of materials and other (which is applicable to both the refining segment and the West Texas wholesale marketing activities within our logistics segment); and
|
•
|
Refining margin per barrels sold - calculated as refining margin divided by our average refining sales in barrels per day (excluding purchased barrels) multiplied by 1,000 and multiplied by the number of days in the period.
|
Refining Segment
|
|||||||||||||
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net revenues
|
|
|
$
|
8,798.5
|
|
|
$
|
9,610.4
|
|
|
$
|
6,620.6
|
|
Cost of sales
|
|
|
8,171.2
|
|
|
8,879.0
|
|
|
6,279.1
|
|
|||
Gross margin
|
|
|
627.3
|
|
|
731.4
|
|
|
341.5
|
|
|||
Add back (items included in cost of sales):
|
|
|
|
|
|
|
|
||||||
Operating expenses (excluding depreciation and amortization)
|
|
|
492.4
|
|
|
465.4
|
|
|
317.7
|
|
|||
Depreciation and amortization
|
|
|
134.3
|
|
|
133.7
|
|
|
109.2
|
|
|||
Refining margin
|
|
|
$
|
1,254.0
|
|
|
$
|
1,330.5
|
|
|
$
|
768.4
|
|
88 |
|
|
89 |
|
|
|
|
Total Outstanding
|
|
Notional Contract Volume by Year of Maturity
|
|
|
||||||||||||||||
Contract Description
|
|
Fair Value
|
|
Notional Contract Volume
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
||||||||
Contracts not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Crude oil price swaps - long(1)
|
|
$
|
7.4
|
|
|
26,542,000
|
|
|
21,222,000
|
|
|
5,320,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Crude oil price swaps - short(1)
|
|
(19.3
|
)
|
|
26,471,000
|
|
|
21,151,000
|
|
|
5,320,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Inventory, refined product and crack spread swaps - long(1)
|
|
3.0
|
|
|
13,484,000
|
|
|
13,219,000
|
|
|
265,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Inventory, refined product and crack spread swaps - short(1)
|
|
(20.7
|
)
|
|
16,907,000
|
|
|
16,532,000
|
|
|
375,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Natural gas swaps - long(2)
|
|
(2.7
|
)
|
|
26,347,500
|
|
|
26,347,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||
Natural gas swaps - short(2)
|
|
0.2
|
|
|
13,702,500
|
|
|
13,702,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||
RIN commitment contracts - long(3)
|
|
1.9
|
|
|
122,500,000
|
|
|
122,500,000
|
|
|
122,500,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
RIN commitment contracts - short(3)
|
|
9.0
|
|
|
24,500,000
|
|
|
24,500,000
|
|
|
24,500,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
$
|
(21.2
|
)
|
|
270,454,000
|
|
|
259,174,000
|
|
|
158,280,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Contracts designated as cash flow hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Inventory, refined product and crack spread swaps - long(1)
|
|
(2.1
|
)
|
|
300,000
|
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Inventory, refined product and crack spread swaps - short(1)
|
|
3.6
|
|
|
300,000
|
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
$
|
1.5
|
|
|
600,000
|
|
|
600,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
90 |
|
|
Contract Description
|
|
Less than 1 year
|
||
Over the counter forward sales contracts
|
|
|
||
Notional contract volume (1)
|
|
1,293,474
|
|
|
Weighted-average market price (per barrel)
|
|
$
|
34.31
|
|
Contractual volume at fair value (in millions)
|
|
$
|
44.4
|
|
Over the counter forward purchase contracts
|
|
|
||
Notional contract volume (1)
|
|
1,186,591
|
|
|
Weighted-average market price (per barrel)
|
|
$
|
33.97
|
|
Contractual volume at fair value (in millions)
|
|
$
|
40.3
|
|
(1)
|
Volume in barrels.
|
•
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
91 |
|
|
•
|
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
|
•
|
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.
|
92 |
|
|
93 |
|
|
1.
|
Financial Statements. The accompanying Index to Financial Statements 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. All schedules are omitted because the required information is either not present, not present in material amounts, included within the Consolidated Financial Statements or is not applicable.
|
3.
|
Exhibits - See below.
|
94 |
|
|
Exhibit No.
|
|
Description
|
||
2.1
|
|
|
|
|
2.2
|
|
<
|
|
|
2.3
|
|
<
|
|
|
2.4
|
|
|
|
|
2.5
|
|
|
|
|
2.6
|
|
|
|
|
2.7
|
|
|
|
|
3.1
|
|
|
|
|
3.2
|
|
|
|
|
4.1
|
|
|
|
|
4.2
|
|
|
|
|
4.3
|
|
#
|
|
|
10.1
|
|
*
|
|
|
10.2(a)
|
|
*
|
|
|
10.2(b)
|
|
*
|
|
|
10.2(c)
|
|
*
|
|
|
10.2(d)
|
|
*
|
|
|
10.2(e)
|
|
*
|
|
|
10.2(f)
|
|
*
|
|
|
10.2(g)
|
|
*
|
|
|
10.3
|
|
|
|
|
10.4
|
|
|
|
95 |
|
|
10.5
|
|
|
|
|
10.6(a)
|
|
++
|
|
|
10.6(b)
|
|
|
|
|
10.6(c)
|
|
~
|
|
|
10.7(a)
|
|
*
|
|
|
10.7(b)
|
|
*
|
|
|
10.8(a)
|
|
|
|
|
10.8(b)
|
|
|
|
|
10.9(a)
|
|
|
|
|
10.9(b)
|
|
*
|
|
|
10.9(c)
|
|
*
|
|
|
10.9(d)
|
|
*
|
|
|
10.9(e)
|
|
*
|
|
|
10.9(f)
|
|
*
|
|
|
10.10(a)
|
|
*
|
|
|
10.10(b)
|
|
*
|
|
|
10.10(c)
|
|
*
|
|
|
10.10(d)
|
|
*
|
|
|
10.10(e)
|
|
*
|
|
|
10.10(f)
|
|
*
|
|
96 |
|
|
10.10(g)
|
|
*
|
|
|
10.10(h)
|
|
*
|
|
|
10.11(a)
|
|
++
|
|
|
10.11(b)
|
|
|
|
|
10.11(c)
|
|
~
|
|
|
10.11(d)
|
|
~
|
|
|
10.12(a)
|
|
++
|
|
|
10.12(b)
|
|
~
|
|
|
10.12(c)
|
|
~
|
|
|
10.13
|
|
++
|
|
|
10.14
|
|
*
|
|
|
10.15
|
|
*
|
|
|
10.16
|
|
*
|
|
|
10.17
|
|
*
|
|
|
10.18
|
|
*
|
|
|
10.19
|
|
*
|
|
|
10.20
|
|
|
|
|
10.21
|
|
|
|
|
10.22
|
|
|
|
97 |
|
|
10.23
|
|
|
|
|
10.24(a)
|
|
|
|
|
10.24(b)
|
|
|
|
|
10.24(d)
|
|
|
|
|
10.24(c)
|
|
|
|
|
10.24(d)
|
|
|
|
|
10.25
|
|
|
|
|
10.26
|
|
|
|
|
10.27
|
|
|
|
|
10.28
|
|
|
|
|
10.29
|
|
#
|
|
|
10.30
|
|
#
|
|
|
10.31
|
|
#
|
|
|
10.32
|
|
#
|
|
|
21.1
|
|
#
|
|
|
23.1
|
|
#
|
|
|
31.1
|
|
#
|
|
|
31.2
|
|
#
|
|
|
32.1
|
|
##
|
|
98 |
|
|
32.2
|
|
##
|
|
|
101
|
|
|
|
The following materials from Delek US Holdings, Inc.’s Annual Report on Form 10-K for the annual period ended December 31, 2019, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2019 and 2018, (ii) Consolidated Statements of Income for the years ended December 31, 2019, 2018 and 2017, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017, (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2019, 2018 and 2017, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017 and (vi) Notes to Consolidated Financial Statements.
|
104
|
|
|
|
Cover Page Interactive Data File formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101.
|
*
|
Management contract or compensatory plan or arrangement.
|
#
|
Filed herewith.
|
##
|
Furnished 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.
|
~
|
Certain confidential information contained in these exhibits has been omitted because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.
|
99 |
|
|
Audited Financial Statements:
|
|
F-1 |
|
|
F-2 |
|
|
|
|
Goodwill Impairment Assessment
|
Description of the Matter
|
|
At December 31, 2019, the Company’s goodwill was $855.7 million and represented approximately 12% of total assets, of which $801.3 million was associated with the refining segment. As discussed in Notes 2 and 18 of the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level, or more frequently if events or changes in circumstances indicate the goodwill might be impaired. The Company performs its annual goodwill impairment testing in the fourth quarter of each year.
Auditing management’s annual goodwill impairment test for the reporting units within the refining segment requires significant judgment, as the valuation includes subjective estimates and assumptions in estimating the fair value. In particular, the fair value estimates are sensitive to significant assumptions, such as forecasted gross margins and the weighted average cost of capital.
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls relating to the valuation of the Company’s goodwill. For example, we tested controls over management’s review of the discounted cash flow calculation, the prospective financial data, and the valuation assumptions.
To test the estimated fair value of the Company’s reporting units within the refining segment, our audit procedures included, among others, assessing the valuation methodology applied, performing recalculations, and testing the significant assumptions discussed above and the underlying data used by the Company. We compared the significant assumptions in the prospective financial data used by management to current industry and economic trends and historical performance. We performed sensitivity analyses of certain significant assumptions to evaluate the change in the fair value resulting from changes in the assumptions, as well as a hindsight analysis. In addition, we involved our valuation specialists to assist in evaluating the fair value methodology and testing the related assumptions that are most significant to the fair value estimates, as well as the market capitalization reconciliation.
|
|
|
Environmental Liabilities
|
Description of the Matter
|
|
As described in Notes 2 and 14 of the consolidated financial statements, the Company accrues environmental remediation costs when it is both probable that a liability has been incurred and the amount can be reasonably estimated. At December 31, 2019, the Company accrued a liability of $146.1 million, representing management’s best estimate of the expected costs related to environmental liabilities.
Auditing the Company’s environmental liabilities requires significant judgment due to the inherent complexity in estimating the likelihood, timing and amount of future costs. This required us to make highly subjective auditor judgments as estimates are based on management’s assessment of the extent of contamination, the selected remediation methodology and applicable environmental regulations. Such estimates require management to adjust its accruals as further information develops or circumstances change and includes significant judgment with respect to costs, time frame of remediation and monitoring activities, and extent of required remedial and clean-up activities.
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s environmental liability cost estimation and review process, including controls over management’s review of the significant assumptions relating to costs, time frame and extent of required remedial and clean-up activities.
To test the environmental liabilities, our audit procedures included, among others, evaluating the nature of contamination and the status of remediation including reviewing publicly available remediation data and through inquiries of the Company’s management. We utilized our environmental specialists to evaluate the reasonableness of management’s assessment of the extent of contamination, the selected remediation methodology and applicable environmental regulations. Our specialists also reviewed key assumptions used in the valuation of the environmental liabilities, including costs, time frame and extent of required remedial, clean-up and on-going monitoring activities in management’s analysis, including adjustments or lack thereof in the related cost estimates.
|
F-3 |
|
|
F-4 |
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
955.3
|
|
|
$
|
1,079.3
|
|
Accounts receivable, net
|
|
792.6
|
|
|
514.4
|
|
||
Inventories, net of inventory valuation reserves
|
|
946.7
|
|
|
677.9
|
|
||
Other current assets
|
|
268.7
|
|
|
148.7
|
|
||
Total current assets
|
|
2,963.3
|
|
|
2,420.3
|
|
||
Property, plant and equipment:
|
|
|
|
|
||||
Property, plant and equipment
|
|
3,362.8
|
|
|
2,999.6
|
|
||
Less: accumulated depreciation
|
|
(934.5
|
)
|
|
(804.7
|
)
|
||
Property, plant and equipment, net
|
|
2,428.3
|
|
|
2,194.9
|
|
||
Operating lease right-of-use assets
|
|
183.6
|
|
|
—
|
|
||
Goodwill
|
|
855.7
|
|
|
857.8
|
|
||
Other intangibles, net
|
|
110.3
|
|
|
104.4
|
|
||
Equity method investments
|
|
407.3
|
|
|
130.3
|
|
||
Other non-current assets
|
|
67.8
|
|
|
52.9
|
|
||
Total assets
|
|
$
|
7,016.3
|
|
|
$
|
5,760.6
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
1,599.7
|
|
|
$
|
1,011.2
|
|
Current portion of long-term debt
|
|
36.4
|
|
|
32.0
|
|
||
Obligation under Supply and Offtake Agreements
|
|
332.5
|
|
|
312.6
|
|
||
Current portion of operating lease liabilities
|
|
40.5
|
|
|
—
|
|
||
Accrued expenses and other current liabilities
|
|
346.8
|
|
|
307.7
|
|
||
Total current liabilities
|
|
2,355.9
|
|
|
1,663.5
|
|
||
Non-current liabilities:
|
|
|
|
|
||||
Long-term debt, net of current portion
|
|
2,030.7
|
|
|
1,751.3
|
|
||
Obligation under Supply and Offtake Agreements
|
|
144.8
|
|
|
49.6
|
|
||
Environmental liabilities, net of current portion
|
|
137.9
|
|
|
139.5
|
|
||
Asset retirement obligations
|
|
68.6
|
|
|
75.5
|
|
||
Deferred tax liabilities
|
|
267.9
|
|
|
210.2
|
|
||
Operating lease liabilities, net of current portion
|
|
144.3
|
|
|
—
|
|
||
Other non-current liabilities
|
|
30.9
|
|
|
62.9
|
|
||
Total non-current liabilities
|
|
2,825.1
|
|
|
2,289.0
|
|
||
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, 90,987,025 shares and 90,478,075 shares issued at December 31, 2019 and December 31, 2018, respectively
|
|
0.9
|
|
|
0.9
|
|
||
Additional paid-in capital
|
|
1,151.9
|
|
|
1,135.4
|
|
||
Accumulated other comprehensive income
|
|
0.1
|
|
|
28.6
|
|
||
Treasury stock, 17,516, 814 shares and 12,477,780 shares, at cost, as of December 31, 2019 and December 31, 2018, respectively
|
|
(692.2
|
)
|
|
(514.1
|
)
|
||
Retained earnings
|
|
1,205.6
|
|
|
981.8
|
|
||
Non-controlling interests in subsidiaries
|
|
169.0
|
|
|
175.5
|
|
||
Total stockholders’ equity
|
|
1,835.3
|
|
|
1,808.1
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
7,016.3
|
|
|
$
|
5,760.6
|
|
F-5 |
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net revenues
|
|
$
|
9,298.2
|
|
|
$
|
10,233.1
|
|
|
$
|
7,267.1
|
|
Cost of sales:
|
|
|
|
|
|
|
||||||
Cost of materials and other
|
|
7,657.2
|
|
|
8,560.5
|
|
|
6,327.6
|
|
|||
Operating expenses (excluding depreciation and amortization presented below)
|
|
580.2
|
|
|
538.5
|
|
|
375.7
|
|
|||
Depreciation and amortization
|
|
170.7
|
|
|
161.3
|
|
|
132.1
|
|
|||
Total cost of sales
|
|
8,408.1
|
|
|
9,260.3
|
|
|
6,835.4
|
|
|||
Operating expenses related to retail and wholesale business (excluding depreciation and amortization presented below)
|
|
102.0
|
|
|
106.5
|
|
|
53.3
|
|
|||
General and administrative expenses
|
|
274.7
|
|
|
247.6
|
|
|
175.9
|
|
|||
Depreciation and amortization
|
|
23.6
|
|
|
38.1
|
|
|
21.2
|
|
|||
Other operating (income) expense, net
|
|
(2.5
|
)
|
|
(31.3
|
)
|
|
1.0
|
|
|||
Total operating costs and expenses
|
|
8,805.9
|
|
|
9,621.2
|
|
|
7,086.8
|
|
|||
Operating income
|
|
492.3
|
|
|
611.9
|
|
|
180.3
|
|
|||
Interest expense
|
|
131.1
|
|
|
125.9
|
|
|
93.8
|
|
|||
Interest income
|
|
(11.3
|
)
|
|
(5.8
|
)
|
|
(4.0
|
)
|
|||
Income from equity method investments
|
|
(34.3
|
)
|
|
(9.7
|
)
|
|
(12.6
|
)
|
|||
Gain on remeasurement of equity method investment
|
|
—
|
|
|
—
|
|
|
(190.1
|
)
|
|||
Gain on sale of business
|
|
—
|
|
|
(13.3
|
)
|
|
—
|
|
|||
Impairment loss on assets held for sale
|
|
—
|
|
|
27.5
|
|
|
—
|
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
9.1
|
|
|
—
|
|
|||
Other expense (income), net
|
|
4.1
|
|
|
(7.3
|
)
|
|
(6.1
|
)
|
|||
Total non-operating expenses (income), net
|
|
89.6
|
|
|
126.4
|
|
|
(119.0
|
)
|
|||
Income from continuing operations before income tax expense
|
|
402.7
|
|
|
485.5
|
|
|
299.3
|
|
|||
Income tax expense (benefit)
|
|
71.7
|
|
|
101.9
|
|
|
(29.2
|
)
|
|||
Income from continuing operations, net of tax
|
|
331.0
|
|
|
383.6
|
|
|
328.5
|
|
|||
Discontinued operations:
|
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations, including gain (loss) on sale of discontinued operations
|
|
6.6
|
|
|
(10.9
|
)
|
|
(8.6
|
)
|
|||
Income tax expense (benefit)
|
|
1.4
|
|
|
(2.2
|
)
|
|
(2.7
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
|
5.2
|
|
|
(8.7
|
)
|
|
(5.9
|
)
|
|||
Net income
|
|
336.2
|
|
|
374.9
|
|
|
322.6
|
|
|||
Net income attributed to non-controlling interests
|
|
25.6
|
|
|
34.8
|
|
|
33.8
|
|
|||
Net income attributable to Delek
|
|
$
|
310.6
|
|
|
$
|
340.1
|
|
|
$
|
288.8
|
|
Basic income (loss) per share:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
4.03
|
|
|
$
|
4.31
|
|
|
$
|
4.12
|
|
Income (loss) from discontinued operations
|
|
0.07
|
|
|
(0.20
|
)
|
|
(0.08
|
)
|
|||
Total basic income per share
|
|
$
|
4.10
|
|
|
$
|
4.11
|
|
|
$
|
4.04
|
|
Diluted income (loss) per share:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
3.99
|
|
|
$
|
4.14
|
|
|
$
|
4.08
|
|
Income (loss) from discontinued operations
|
|
0.07
|
|
|
(0.19
|
)
|
|
(0.08
|
)
|
|||
Total diluted income per share
|
|
$
|
4.06
|
|
|
$
|
3.95
|
|
|
$
|
4.00
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
75,853,187
|
|
|
82,797,110
|
|
|
71,566,225
|
|
|||
Diluted
|
|
76,574,091
|
|
|
86,768,401
|
|
|
72,303,083
|
|
|||
Dividends declared per common share outstanding
|
|
$
|
1.14
|
|
|
$
|
0.96
|
|
|
$
|
0.60
|
|
F-6 |
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
|
$
|
336.2
|
|
|
$
|
374.9
|
|
|
$
|
322.6
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Commodity contracts designated as cash flow hedges:
|
|
|
|
|
|
|
||||||
Net (losses) gains related to commodity cash flow hedges
|
|
(43.4
|
)
|
|
33.1
|
|
|
36.6
|
|
|||
Income tax (benefit) expense
|
|
(9.5
|
)
|
|
6.9
|
|
|
12.8
|
|
|||
Net comprehensive (loss) income on commodity contracts designated as cash flow hedges
|
|
(33.9
|
)
|
|
26.2
|
|
|
23.8
|
|
|||
(Loss) Gain on interest rate contracts designated as cash flow hedges, net of taxes
|
|
—
|
|
|
(0.5
|
)
|
|
0.4
|
|
|||
Foreign currency translation gain (loss), net of taxes
|
|
0.3
|
|
|
(0.9
|
)
|
|
0.1
|
|
|||
Other comprehensive income from equity method investments, net of tax expense of $0.0 million, $0.0 million and $2.2 million for the years ended December 31, 2019, 2018 and 2017, respectively
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|||
Postretirement benefit plans:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) arising during the year related to:
|
|
|
|
|
|
|
||||||
Net actuarial gain (loss)
|
|
5.8
|
|
|
(6.5
|
)
|
|
(0.8
|
)
|
|||
Curtailment and settlement gains
|
|
2.7
|
|
|
2.5
|
|
|
6.3
|
|
|||
Reclassified to other expense (income), net:
|
|
|
|
|
|
|
||||||
Gain recognized due to curtailment and settlement
|
|
(2.7
|
)
|
|
(2.5
|
)
|
|
(6.1
|
)
|
|||
Amortization of net actuarial loss
|
|
0.7
|
|
|
0.5
|
|
|
—
|
|
|||
Gain (loss) related to postretirement benefit plans, net
|
|
6.5
|
|
|
(6.0
|
)
|
|
(0.6
|
)
|
|||
Income tax expense (benefit)
|
|
1.4
|
|
|
(1.3
|
)
|
|
—
|
|
|||
Net comprehensive gain (loss) on postretirement benefit plans
|
|
5.1
|
|
|
(4.7
|
)
|
|
(0.6
|
)
|
|||
Total other comprehensive (loss) income
|
|
(28.5
|
)
|
|
20.1
|
|
|
27.8
|
|
|||
Comprehensive income
|
|
$
|
307.7
|
|
|
$
|
395.0
|
|
|
$
|
350.4
|
|
Comprehensive income attributable to non-controlling interest
|
|
25.6
|
|
|
34.8
|
|
|
33.8
|
|
|||
Comprehensive Income attributable to Delek
|
|
$
|
282.1
|
|
|
$
|
360.2
|
|
|
$
|
316.6
|
|
F-7 |
|
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Other Comprehensive Income
|
|
Retained Earnings
|
|
Treasury Shares
|
|
Non-Controlling Interest in Subsidiaries
|
|
Total Stockholders' Equity
|
||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|||||||||||||||||||||
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
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
288.8
|
|
|
—
|
|
|
—
|
|
|
33.8
|
|
|
322.6
|
|
||||||||
Other comprehensive income related to commodity contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
23.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.8
|
|
||||||||
Other comprehensive income from equity method investments (1)
|
|
|
|
|
|
|
4.1
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
|||||||||||||||
Other comprehensive income related to postretirement benefit plans
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
||||||||
Other comprehensive income related to interest rate contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||||
Foreign currency translation gain, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||||
Common stock dividends ($0.60 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44.0
|
)
|
||||||||
Issuance of equity in connection with Delek/Alon Merger
|
19,250,795
|
|
|
0.1
|
|
|
399.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131.6
|
|
|
530.7
|
|
||||||||
Retirement of Treasury shares in connection with Delek/Alon Merger
|
(5,195,791
|
)
|
|
—
|
|
|
(160.8
|
)
|
|
—
|
|
|
—
|
|
|
5,195,791
|
|
|
160.8
|
|
|
—
|
|
|
—
|
|
||||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
16.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
17.5
|
|
||||||||
Distribution to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35.7
|
)
|
|
(35.7
|
)
|
||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(762,623
|
)
|
|
(25.0
|
)
|
|
(7.3
|
)
|
|
(32.3
|
)
|
||||||||
Issuance costs in connection with Delek/Alon Merger
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||||||
Taxes paid due to the net settlement of equity-based compensation
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
||||||||
Exercise of equity-based awards
|
328,192
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||||||
Balance at
|
December 31, 2017
|
81,533,548
|
|
|
$
|
0.8
|
|
|
$
|
900.1
|
|
|
$
|
6.9
|
|
|
$
|
767.8
|
|
|
(762,623
|
)
|
|
$
|
(25.0
|
)
|
|
$
|
313.6
|
|
|
$
|
1,964.2
|
|
F-8 |
|
|
|
|
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, 2017
|
81,533,548
|
|
|
$
|
0.8
|
|
|
$
|
900.1
|
|
|
$
|
6.9
|
|
|
$
|
767.8
|
|
|
(762,623
|
)
|
|
$
|
(25.0
|
)
|
|
$
|
313.6
|
|
|
$
|
1,964.2
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
340.1
|
|
|
—
|
|
|
—
|
|
|
34.8
|
|
|
374.9
|
|
||||||||
Other comprehensive income related to commodity contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
26.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26.2
|
|
||||||||
Other comprehensive income related to postretirement benefit plans
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
||||||||
Other comprehensive income related to interest rate contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
||||||||
Foreign currency translation loss, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
||||||||
Common stock dividends ($0.96 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
(80.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80.1
|
)
|
|||||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
20.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
21.4
|
|
||||||||
Distribution to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.7
|
)
|
|
(27.7
|
)
|
||||||||
Issuance of stock for non-controlling interest repurchase, net of tax
|
5,649,373
|
|
|
0.1
|
|
|
140.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(127.0
|
)
|
|
13.5
|
|
||||||||
De-recognition of non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.7
|
)
|
|
(18.7
|
)
|
||||||||
Reclassification for stranded tax effects resulting from the Tax Reform Act
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Cumulative effect of adopting accounting principle regarding income tax effect of intra-equity transfers (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44.4
|
)
|
||||||||
Shares issued in connection with settlement of Convertible Notes
|
2,692,218
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
||||||||
Shares received in connection with exercise of Call Options
|
—
|
|
|
—
|
|
|
124.2
|
|
|
—
|
|
|
—
|
|
|
(2,692,771
|
)
|
|
(123.9
|
)
|
|
—
|
|
|
0.3
|
|
||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,022,386
|
)
|
|
(365.3
|
)
|
|
—
|
|
|
(365.3
|
)
|
||||||||
Warrant reclassification to liability award
|
—
|
|
|
—
|
|
|
(35.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35.9
|
)
|
||||||||
Taxes paid due to the net settlement of equity-based compensation
|
—
|
|
|
—
|
|
|
(11.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.5
|
)
|
||||||||
Exercise of equity-based awards
|
602,936
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Other
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
(2.4
|
)
|
||||||||
Balance at
|
December 31, 2018
|
90,478,075
|
|
|
$
|
0.9
|
|
|
$
|
1,135.4
|
|
|
$
|
28.6
|
|
|
$
|
981.8
|
|
|
(12,477,780
|
)
|
|
$
|
(514.1
|
)
|
|
$
|
175.5
|
|
|
$
|
1,808.1
|
|
F-9 |
|
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Other Comprehensive Income
|
|
Retained Earnings
|
|
Treasury Shares
|
|
Non-Controlling Interest in Subsidiaries
|
|
Total Stockholders' Equity
|
||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|||||||||||||||||||||
Balance at
|
December 31, 2018
|
90,478,075
|
|
|
$
|
0.9
|
|
|
$
|
1,135.4
|
|
|
$
|
28.6
|
|
|
$
|
981.8
|
|
|
(12,477,780
|
)
|
|
$
|
(514.1
|
)
|
|
$
|
175.5
|
|
|
$
|
1,808.1
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
310.6
|
|
|
—
|
|
|
—
|
|
|
25.6
|
|
|
336.2
|
|
||||||||
Other comprehensive loss related to commodity contracts, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.9
|
)
|
||||||||
Other comprehensive income related to postretirement benefit plans, net
|
—
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
||||||||
Foreign currency translation gain, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||||||
Common stock dividends ($1.14 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86.8
|
)
|
||||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32.3
|
)
|
|
(32.3
|
)
|
||||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
25.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
25.8
|
|
||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,039,034
|
)
|
|
(178.1
|
)
|
|
—
|
|
|
(178.1
|
)
|
||||||||
Taxes paid due to the net settlement of equity-based compensation
|
—
|
|
|
—
|
|
|
(9.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.2
|
)
|
||||||||
Exercise of equity-based awards
|
508,950
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
||||||||
Balance at
|
December 31, 2019
|
90,987,025
|
|
|
$
|
0.9
|
|
|
$
|
1,151.9
|
|
|
$
|
0.1
|
|
|
$
|
1,205.6
|
|
|
(17,516,814
|
)
|
|
$
|
(692.2
|
)
|
|
$
|
169.0
|
|
|
$
|
1,835.3
|
|
F-10 |
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
336.2
|
|
|
$
|
374.9
|
|
|
$
|
322.6
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
194.3
|
|
|
199.4
|
|
|
153.3
|
|
|||
Other amortization/accretion
|
|
9.5
|
|
|
8.2
|
|
|
3.7
|
|
|||
Non-cash lease expense
|
|
34.9
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
|
64.6
|
|
|
(26.8
|
)
|
|
(48.0
|
)
|
|||
Income from equity method investments
|
|
(34.3
|
)
|
|
(9.7
|
)
|
|
(12.6
|
)
|
|||
Dividends from equity method investments
|
|
23.9
|
|
|
8.8
|
|
|
5.9
|
|
|||
Loss (gain) on disposal of assets
|
|
2.2
|
|
|
(0.9
|
)
|
|
1.0
|
|
|||
Gain on remeasurement of equity method investment
|
|
—
|
|
|
—
|
|
|
(190.1
|
)
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
9.1
|
|
|
—
|
|
|||
Gain on sale of business
|
|
—
|
|
|
(13.3
|
)
|
|
—
|
|
|||
Impairment of assets held for sale
|
|
—
|
|
|
27.5
|
|
|
—
|
|
|||
Equity-based compensation expense
|
|
25.8
|
|
|
21.4
|
|
|
17.5
|
|
|||
Income tax benefit of equity-based compensation
|
|
(2.5
|
)
|
|
(2.2
|
)
|
|
(1.4
|
)
|
|||
(Income) loss from discontinued operations
|
|
(5.2
|
)
|
|
8.7
|
|
|
5.9
|
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(276.7
|
)
|
|
112.7
|
|
|
(155.8
|
)
|
|||
Inventories and other current assets
|
|
(417.7
|
)
|
|
138.7
|
|
|
(191.1
|
)
|
|||
Fair value of derivatives
|
|
(12.5
|
)
|
|
(52.6
|
)
|
|
39.2
|
|
|||
Accounts payable and other current liabilities
|
|
565.2
|
|
|
(128.1
|
)
|
|
290.9
|
|
|||
Obligation under Supply and Offtake Agreement
|
|
115.1
|
|
|
(84.3
|
)
|
|
113.0
|
|
|||
Non-current assets and liabilities, net
|
|
(47.6
|
)
|
|
(1.1
|
)
|
|
(32.2
|
)
|
|||
Cash provided by operating activities - continuing operations
|
|
575.2
|
|
|
590.4
|
|
|
321.8
|
|
|||
Cash used in operating activities - discontinued operations
|
|
—
|
|
|
(30.1
|
)
|
|
(2.1
|
)
|
|||
Net cash provided by operating activities
|
|
575.2
|
|
|
560.3
|
|
|
319.7
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|||||
Business combinations, net of cash acquired
|
|
—
|
|
|
—
|
|
|
196.2
|
|
|||
Equity method investment contributions
|
|
(267.4
|
)
|
|
(0.2
|
)
|
|
(5.8
|
)
|
|||
Distributions from equity method investments
|
|
0.8
|
|
|
1.2
|
|
|
12.4
|
|
|||
Purchases of property, plant and equipment
|
|
(413.0
|
)
|
|
(322.0
|
)
|
|
(172.0
|
)
|
|||
Asset acquisitions
|
|
(8.0
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of intangible assets
|
|
(19.9
|
)
|
|
(1.7
|
)
|
|
(5.5
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
|
1.1
|
|
|
11.1
|
|
|
0.1
|
|
|||
Proceeds from sale of retail stores
|
|
15.1
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of business
|
|
—
|
|
|
110.8
|
|
|
—
|
|
|||
Proceeds from sales of discontinued operations
|
|
—
|
|
|
55.5
|
|
|
—
|
|
|||
Cash (used in) provided by investing activities - continuing operations
|
|
(691.3
|
)
|
|
(145.3
|
)
|
|
25.4
|
|
|||
Cash provided by investing activities - discontinued operations
|
|
—
|
|
|
20.0
|
|
|
12.2
|
|
|||
Net cash (used in) provided by investing activities
|
|
(691.3
|
)
|
|
(125.3
|
)
|
|
37.6
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|||||
Proceeds from long-term revolvers
|
|
1,435.4
|
|
|
2,124.6
|
|
|
1,122.1
|
|
|||
Payments on long-term revolvers
|
|
(1,553.7
|
)
|
|
(1,679.8
|
)
|
|
(1,239.8
|
)
|
|||
Proceeds from term debt
|
|
434.0
|
|
|
690.6
|
|
|
286.2
|
|
|||
Payments on term debt
|
|
(34.3
|
)
|
|
(826.3
|
)
|
|
(103.6
|
)
|
|||
Proceeds from product financing agreements
|
|
40.8
|
|
|
—
|
|
|
52.5
|
|
|||
Repayments of product financing agreements
|
|
(22.2
|
)
|
|
(72.4
|
)
|
|
(98.7
|
)
|
|||
Settlement of warrants unwind agreement
|
|
—
|
|
|
(35.9
|
)
|
|
—
|
|
|||
Taxes paid due to the net settlement of equity-based compensation
|
|
(9.2
|
)
|
|
(11.5
|
)
|
|
(5.0
|
)
|
|||
Repurchase of common stock
|
|
(178.1
|
)
|
|
(365.3
|
)
|
|
(25.0
|
)
|
|||
Repurchase of non-controlling interest
|
|
—
|
|
|
—
|
|
|
(7.3
|
)
|
|||
Distribution to non-controlling interest
|
|
(32.3
|
)
|
|
(27.7
|
)
|
|
(35.7
|
)
|
|||
Dividends paid
|
|
(86.8
|
)
|
|
(80.1
|
)
|
|
(44.0
|
)
|
|||
Deferred financing costs paid
|
|
(1.5
|
)
|
|
(13.8
|
)
|
|
(6.3
|
)
|
|||
Cash used in financing activities - continuing operations
|
|
(7.9
|
)
|
|
(297.6
|
)
|
|
(104.6
|
)
|
|||
Cash used in financing activities - discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
|
(7.9
|
)
|
|
(297.6
|
)
|
|
(104.6
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
(124.0
|
)
|
|
137.4
|
|
|
252.7
|
|
|||
Cash and cash equivalents at the beginning of the period
|
|
1,079.3
|
|
|
941.9
|
|
|
689.2
|
|
|||
Cash and cash equivalents at the end of the period
|
|
955.3
|
|
|
1,079.3
|
|
|
941.9
|
|
|||
Less cash and cash equivalents of discontinued operations at the end of the period
|
|
—
|
|
|
—
|
|
|
10.1
|
|
|||
Cash and cash equivalents of continuing operations at the end of the period
|
|
$
|
955.3
|
|
|
$
|
1,079.3
|
|
|
$
|
931.8
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|||||
Cash paid during the period for:
|
|
|
|
|
|
|
|
|||||
Interest, net of capitalized interest of $1.5 million, $0.8 million and $0.3 million in the 2019, 2018 and 2017 periods, respectively
|
|
$
|
126.2
|
|
|
$
|
120.1
|
|
|
$
|
82.1
|
|
Income taxes
|
|
$
|
94.2
|
|
|
$
|
103.9
|
|
|
$
|
70.5
|
|
Non-cash investing activities:
|
|
|
|
|
|
|
||||||
Common stock issued in connection with the buyout of Alon Partnership non-controlling interest
|
|
$
|
—
|
|
|
$
|
127.0
|
|
|
$
|
—
|
|
Increase (decrease) in accrued capital expenditures
|
|
$
|
15.1
|
|
|
$
|
(4.8
|
)
|
|
$
|
9.4
|
|
Non-cash financing activities:
|
|
|
|
|
|
|
||||||
Non-cash lease liability arising from recognition of right of use assets upon adoption of ASU 2016-02
|
|
$
|
206.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-cash lease liability arising from obtaining right of use assets during the period
|
|
$
|
15.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common stock issued in connection with settlement of Convertible Notes
|
|
$
|
—
|
|
|
$
|
123.9
|
|
|
$
|
—
|
|
Treasury shares received in connection with exercise of Call Options
|
|
$
|
—
|
|
|
$
|
(123.9
|
)
|
|
$
|
—
|
|
Common stock issued in connection with the Delek/Alon Merger
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
509.0
|
|
Equity instruments issued in connection with the Delek/Alon Merger
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21.7
|
|
F-11 |
|
|
F-12 |
|
|
•
|
our corporate activities;
|
•
|
results of certain immaterial operating segments, including our Canadian crude trading operations (as discussed in Note 12);
|
•
|
Alon's asphalt terminal operations acquired as part of the Delek/Alon Merger and subsequently disposed in the second quarter of 2018 (see Note 8 for further discussion);
|
•
|
our non-controlling equity interest of approximately 47% of the outstanding shares in Alon (which was accounted for as an equity method investment) prior to the Delek/Alon Merger;
|
•
|
results and assets of discontinued operations; and
|
•
|
intercompany eliminations.
|
F-13 |
|
|
|
Years
|
Building and building improvements
|
15-40
|
Refinery machinery and equipment
|
5-40
|
Pipelines and terminals
|
15-40
|
Retail store equipment and site improvements
|
7-40
|
Refinery turnaround costs
|
4-6
|
Automobiles
|
3-5
|
Computer equipment and software
|
3-10
|
Furniture and fixtures
|
5-15
|
Asset retirement obligation assets
|
15-50
|
F-14 |
|
|
F-15 |
|
|
F-16 |
|
|
F-17 |
|
|
•
|
the direct cost of materials (such as crude oil and other refinery feedstocks, refined petroleum products and blendstocks, and ethanol feedstocks and products) that are a component of our products sold;
|
•
|
costs related to the delivery (such as shipping and handling costs) of products sold;
|
•
|
costs related to our environmental credit obligations to comply with various governmental and regulatory programs (such as the cost of RINs as required by the EPA's Renewable Fuel Standard and emission credits under various cap-and-trade systems); and
|
•
|
gains and losses on our commodity derivative instruments.
|
•
|
all costs of purchased refined products, additives and related transportation of such products,
|
•
|
costs associated with the operation of our trucking assets, which primarily include allocated employee costs and other costs related to fuel, truck leases and repairs and maintenance,
|
•
|
the cost of pipeline capacity leased from a third-party, and
|
•
|
gains and losses related to our commodity hedging activities.
|
F-18 |
|
|
F-19 |
|
|
F-20 |
|
|
F-21 |
|
|
Cash
|
|
$
|
215.3
|
|
Receivables
|
|
176.8
|
|
|
Inventories
|
|
266.3
|
|
|
Prepaids and other current assets
|
|
38.7
|
|
|
Property, plant and equipment (1)
|
|
1,130.3
|
|
|
Equity method investments
|
|
31.0
|
|
|
Acquired intangible assets (2)
|
|
86.7
|
|
|
Goodwill (3)
|
|
870.7
|
|
|
Other non-current assets
|
|
37.0
|
|
|
Accounts payable
|
|
(263.4
|
)
|
|
Obligation under Supply & Offtake Agreements
|
|
(208.9
|
)
|
|
Other current liabilities
|
|
(308.6
|
)
|
|
Environmental liabilities and asset retirement obligations
|
|
(234.6
|
)
|
|
Deferred income taxes
|
|
(194.0
|
)
|
|
Debt
|
|
(568.0
|
)
|
|
Other non-current liabilities (4)
|
|
(95.6
|
)
|
|
Fair value of net assets acquired
|
|
$
|
979.7
|
|
•
|
Third-party fuel supply agreement intangible that is subject to amortization with a fair value of $49.0 million, which is being amortized over a 10-year useful life;
|
•
|
Fuel trade name intangible valued at $4.0 million, which is being amortized over 5 years;
|
•
|
Rights-of-way intangible valued at $9.5 million, which has an indefinite life;
|
•
|
Liquor license intangible valued at $8.5 million, which has an indefinite life; and
|
•
|
Below-market lease intangibles valued at $8.3 million, which is being amortized over the remaining lease term.
|
F-22 |
|
|
|
Year Ended December 31,
|
||
(in millions, except per share data)
|
2017 (1) (2)
|
||
|
(unaudited)
|
||
Net revenues
|
$
|
9,477.8
|
|
Net income attributable to Delek
|
223.6
|
|
|
Earnings per share:
|
|
||
Basic
|
$
|
2.75
|
|
Diluted
|
$
|
2.73
|
|
(2)
|
The unaudited pro forma statements of operations reflect the following adjustments:
|
•
|
To eliminate transactions between Delek and Alon for purchases and sales of refined products, reducing revenue and the associated cost of materials and other. Such pro forma eliminations resulted in a decrease to combined pro forma revenues by $59.0 million for the year ended December 31, 2017.
|
•
|
To eliminate the non-recurring transaction costs incurred during the historical periods. Such adjustments to general and administrative expense have been estimated to result in an increase to pro forma pre-tax income attributable to Delek totaling $32.2 million for the year ended December 31, 2017.
|
•
|
To retrospectively reflect depreciation of property, plant and equipment and amortization of intangibles based on the fair value of the assets as of the acquisition date, as if that fair value had been reflected beginning January 1, 2016, and to retrospectively eliminate the amortization of any previously recorded intangibles. Such adjustments to depreciation and amortization have been estimated to result in an increase to pro forma pre-tax income attributable to Delek totaling $34.7 million for the year ended December 31, 2017.
|
•
|
To retrospectively reflect the accretion of asset retirement obligations and certain environmental liabilities. Such adjustments to general and administrative expense have been estimated to result in a decrease to pro forma pre-tax income attributable to Delek totaling $0.8 million for the years ended December 31, 2017.
|
•
|
To retrospectively reflect adjustments to interest expense, including the impact of discounts or premiums created by the difference in fair value and outstanding amounts as of the acquisition date (collectively, the “new effective yield”), by applying the new effective yield to historical outstanding amounts in the pro forma period and reversing previously recognized interest expense. Such net adjustments to interest expense have been estimated to result in an increase to pro forma pre-tax income attributable to Delek totaling $9.4 million for the year ended December 31, 2017.
|
•
|
To eliminate Delek’s equity income previously recorded on its equity method investment in Alon, prior to the Delek/Alon Merger. Such pro forma elimination resulted in a decrease to pro forma pre-tax income totaling $3.2 million for the year ended December 31, 2017.
|
•
|
To eliminate the gain on remeasurement of the equity method investment in Alon totaling $190.1 million recognized during the year ended December 31, 2017.
|
•
|
To record the tax effect on pro forma adjustments and additional tax benefit associated with dividends received from Alon at a combined U.S. (federal and state) income tax statutory blended rate of approximately 37% for the year ended December 31, 2017.
|
•
|
To adjust the weighted average number of shares outstanding based on 0.504 of a share of Delek common stock for each share of Alon common stock
|
F-23 |
|
|
Subsequent increases (decreases) to initial allocation of fair value of net assets acquired:
|
|
|
||
Receivables (1)
|
|
$
|
10.7
|
|
Inventories
|
|
(0.5
|
)
|
|
Prepaids and other current assets (2)
|
|
9.7
|
|
|
Property, plant and equipment
|
|
(0.2
|
)
|
|
Acquired intangible assets (3)
|
|
7.7
|
|
|
Accounts payable (4)
|
|
6.0
|
|
|
Obligation under Supply & Offtake Agreements (5)
|
|
10.9
|
|
|
Current portion of environmental liabilities
|
|
0.4
|
|
|
Other current liabilities (6)
|
|
22.3
|
|
|
Environmental liabilities and asset retirement obligations, net of current portion (7)
|
|
65.3
|
|
|
Deferred income taxes (8)
|
|
(8.4
|
)
|
|
Other non-current liabilities (9)
|
|
(2.8
|
)
|
|
Resulting increase to goodwill
|
|
$
|
66.3
|
|
F-24 |
|
|
•
|
our corporate activities;
|
•
|
results of certain immaterial operating segments, including our Canadian crude trading operations (as discussed in Note 12);
|
•
|
Alon's asphalt terminal operations effective with the Delek/Alon Merger (see Note 8 for further discussion);
|
•
|
our equity method investment in Alon prior to the Delek/Alon Merger (as discussed in Note 6);
|
•
|
our discontinued Paramount and Long Beach, California refinery and California renewable fuels facility operations (acquired as part of the Delek/Alon Merger) (see Note 8 for further discussion); and
|
•
|
intercompany eliminations.
|
•
|
75,000 bpd Tyler, Texas refinery (the "Tyler refinery");
|
•
|
80,000 bpd El Dorado, Arkansas refinery (the "El Dorado refinery");
|
•
|
73,000 bpd Big Spring, Texas refinery (the "Big Spring refinery");
|
•
|
74,000 bpd Krotz Springs, Louisiana refinery (the "Krotz Springs refinery"); and
|
•
|
a non-operating refinery located in Bakersfield, California.
|
F-25 |
|
|
•
|
refining segment refined product sales to the retail segment to be sold through the store locations;
|
•
|
refining segment sales of asphalt and refined product to entities included in corporate, other and eliminations;
|
•
|
logistics segment service fee revenue under service agreements with the refining segment based on the number of gallons sold and to share a portion of the margin achieved in return for providing marketing, sales and customer services;
|
•
|
logistics segment sales of wholesale finished product to our refining segment; and
|
•
|
logistics segment crude transportation, terminalling and storage fee revenue from our refining segment for the utilization of pipeline, terminal and storage assets.
|
|
|
Year Ended December 31, 2019
|
||||||||||||||||||
(In millions)
|
|
Refining (1)
|
|
Logistics
|
|
Retail
|
|
Corporate,
Other and Eliminations |
|
Consolidated
|
||||||||||
Net revenues (excluding intercompany fees and sales)
|
|
$
|
8,095.9
|
|
|
$
|
323.0
|
|
|
$
|
838.0
|
|
|
$
|
41.3
|
|
|
$
|
9,298.2
|
|
Inter-segment fees and sales
|
|
702.6
|
|
|
261.0
|
|
|
—
|
|
|
(963.6
|
)
|
|
—
|
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of materials and other
|
|
7,544.5
|
|
|
336.5
|
|
|
684.7
|
|
|
(908.5
|
)
|
|
7,657.2
|
|
|||||
Operating expenses (excluding depreciation and amortization presented below)
|
|
492.4
|
|
|
74.1
|
|
|
94.8
|
|
|
20.9
|
|
|
682.2
|
|
|||||
Segment contribution margin
|
|
$
|
761.6
|
|
|
$
|
173.4
|
|
|
$
|
58.5
|
|
|
$
|
(34.7
|
)
|
|
958.8
|
|
|
Depreciation and amortization
|
|
134.3
|
|
|
26.7
|
|
|
11.2
|
|
|
22.1
|
|
|
194.3
|
|
|||||
General and administrative expenses
|
|
|
|
|
|
|
|
|
|
274.7
|
|
|||||||||
Other operating income, net
|
|
|
|
|
|
|
|
|
|
(2.5
|
)
|
|||||||||
Operating income
|
|
|
|
|
|
|
|
|
|
$
|
492.3
|
|
||||||||
Capital spending (excluding business combinations)
|
|
$
|
266.6
|
|
|
$
|
9.9
|
|
|
$
|
20.5
|
|
|
$
|
131.1
|
|
|
$
|
428.1
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
(In millions)
|
|
Refining (1)
|
|
Logistics
|
|
Retail
|
|
Corporate,
Other and Eliminations |
|
Consolidated
|
||||||||||
Net revenues (excluding intercompany fees and sales)
|
|
$
|
8,771.4
|
|
|
$
|
416.8
|
|
|
$
|
915.4
|
|
|
$
|
129.5
|
|
|
$
|
10,233.1
|
|
Inter-segment fees and sales
|
|
839.0
|
|
|
240.8
|
|
|
—
|
|
|
(1,079.8
|
)
|
|
—
|
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of materials and other
|
|
8,279.9
|
|
|
429.1
|
|
|
755.8
|
|
|
(904.3
|
)
|
|
8,560.5
|
|
|||||
Operating expenses (excluding depreciation and amortization presented below)
|
|
465.4
|
|
|
58.7
|
|
|
100.7
|
|
|
20.2
|
|
|
645.0
|
|
|||||
Segment contribution margin
|
|
$
|
865.1
|
|
|
$
|
169.8
|
|
|
$
|
58.9
|
|
|
$
|
(66.2
|
)
|
|
1,027.6
|
|
|
Depreciation and amortization
|
|
133.7
|
|
|
26.0
|
|
|
24.6
|
|
|
15.1
|
|
|
199.4
|
|
|||||
General and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
247.6
|
|
||||||||
Other operating expense, net
|
|
|
|
|
|
|
|
|
|
(31.3
|
)
|
|||||||||
Operating income
|
|
|
|
|
|
|
|
|
|
$
|
611.9
|
|
||||||||
Capital spending (excluding business combinations)
|
|
$
|
203.9
|
|
|
$
|
11.6
|
|
|
$
|
10.0
|
|
|
$
|
91.7
|
|
|
$
|
317.2
|
|
F-26 |
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
(In millions)
|
|
Refining
|
|
Logistics
|
|
Retail
|
|
Corporate,
Other and Eliminations |
|
Consolidated
|
||||||||||
Net revenues (excluding intercompany fees and sales)
|
|
$
|
6,364.5
|
|
|
$
|
382.3
|
|
|
$
|
426.7
|
|
|
$
|
93.6
|
|
|
$
|
7,267.1
|
|
Inter-segment fees and sales
|
|
256.1
|
|
|
155.8
|
|
|
—
|
|
|
(411.9
|
)
|
|
—
|
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of materials and other
|
|
5,852.2
|
|
|
372.9
|
|
|
350.3
|
|
|
(247.8
|
)
|
|
6,327.6
|
|
|||||
Operating expenses (excluding depreciation and amortization presented below)
|
|
317.7
|
|
|
43.3
|
|
|
49.6
|
|
|
18.4
|
|
|
429.0
|
|
|||||
Segment contribution margin
|
|
$
|
450.7
|
|
|
$
|
121.9
|
|
|
$
|
26.8
|
|
|
$
|
(88.9
|
)
|
|
510.5
|
|
|
Depreciation and amortization
|
|
109.2
|
|
|
21.9
|
|
|
7.0
|
|
|
15.2
|
|
|
153.3
|
|
|||||
General and administrative expenses
|
|
|
|
|
|
|
|
|
|
175.9
|
|
|||||||||
Other operating expense, net
|
|
|
|
|
|
|
|
|
|
1.0
|
|
|||||||||
Operating income
|
|
|
|
|
|
|
|
|
|
$
|
180.3
|
|
||||||||
Capital spending (excluding business combinations)
|
|
$
|
128.2
|
|
|
$
|
18.4
|
|
|
$
|
11.7
|
|
|
$
|
19.2
|
|
|
$
|
177.5
|
|
(1)
|
Refining segment contribution margin for the year ended December 31, 2019 includes $77.6 million of BTC that was re-enacted in 2019, $36.0 million of which related to 2018 renewable blending activities. Refining segment contribution margin for the year ended December 31, 2018 includes $24.9 million of BTC that was enacted in 2018 all of which related to 2017 renewable blending activities.
|
|
|
December 31, 2019
|
||||||||||||||||||
|
|
Refining
|
|
Logistics
|
|
Retail
|
|
Corporate,
Other and Eliminations |
|
Consolidated
|
||||||||||
Total assets
|
|
$
|
6,549.4
|
|
|
$
|
744.4
|
|
|
$
|
344.9
|
|
|
$
|
(622.4
|
)
|
|
$
|
7,016.3
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Inter-segment notes receivable
|
|
(1,586.8
|
)
|
|
—
|
|
|
—
|
|
|
1,586.8
|
|
|
—
|
|
|||||
Inter-segment right of use lease assets
|
|
(441.3
|
)
|
|
—
|
|
|
—
|
|
|
441.3
|
|
|
—
|
|
|||||
Total assets, excluding inter-segment notes receivable and right of use assets
|
|
$
|
4,521.3
|
|
|
$
|
744.4
|
|
|
$
|
344.9
|
|
|
$
|
1,405.7
|
|
|
$
|
7,016.3
|
|
|
|
December 31, 2018
|
||||||||||||||||||
|
|
Refining
|
|
Logistics
|
|
Retail
|
|
Corporate,
Other and Eliminations |
|
Consolidated
|
||||||||||
Total assets
|
|
$
|
5,430.1
|
|
|
$
|
624.6
|
|
|
$
|
310.6
|
|
|
$
|
(604.7
|
)
|
|
$
|
5,760.6
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Inter-segment notes receivable
|
|
(1,003.3
|
)
|
|
—
|
|
|
—
|
|
|
1,003.3
|
|
|
—
|
|
|||||
Inter-segment right of use lease assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total assets, excluding inter-segment notes receivable and right of use assets
|
|
$
|
4,426.8
|
|
|
$
|
624.6
|
|
|
$
|
310.6
|
|
|
$
|
398.6
|
|
|
$
|
5,760.6
|
|
F-27 |
|
|
F-28 |
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Numerator for EPS - continuing operations
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
331.0
|
|
|
$
|
383.6
|
|
|
$
|
328.5
|
|
Less: Income from continuing operations attributed to non-controlling interest
|
|
25.6
|
|
|
26.7
|
|
|
33.8
|
|
|||
Income from continuing operations attributable to Delek (numerator for basic EPS - continuing operations attributable to Delek)
|
|
305.4
|
|
|
356.9
|
|
|
294.7
|
|
|||
Interest on convertible debt, net of tax
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|||
Numerator for diluted EPS - continuing operations attributable to Delek
|
|
$
|
305.4
|
|
|
$
|
359.5
|
|
|
$
|
294.7
|
|
|
|
|
|
|
|
|
||||||
Numerator for EPS - discontinued operations
|
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations, including gain (loss) on sale of discontinued operations
|
|
$
|
6.6
|
|
|
$
|
(10.9
|
)
|
|
$
|
(8.6
|
)
|
Less: Income tax expense (benefit)
|
|
1.4
|
|
|
(2.2
|
)
|
|
(2.7
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
|
5.2
|
|
|
(8.7
|
)
|
|
(5.9
|
)
|
|||
Less: Income from discontinued operations attributed to non-controlling interest
|
|
—
|
|
|
8.1
|
|
|
—
|
|
|||
Income (loss) from discontinued operations attributable to Delek
|
|
$
|
5.2
|
|
|
$
|
(16.8
|
)
|
|
$
|
(5.9
|
)
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding (denominator for basic EPS)
|
|
75,853,187
|
|
|
82,797,110
|
|
|
71,566,225
|
|
|||
Dilutive effect of convertible debt
|
|
—
|
|
|
1,525,846
|
|
|
—
|
|
|||
Dilutive effect of warrants
|
|
—
|
|
|
967,352
|
|
|
—
|
|
|||
Dilutive effect of stock-based awards
|
|
720,904
|
|
|
1,478,093
|
|
|
736,858
|
|
|||
Weighted average common shares outstanding, assuming dilution
|
|
76,574,091
|
|
|
86,768,401
|
|
|
72,303,083
|
|
|||
|
|
|
|
|
|
|
||||||
EPS:
|
|
|
|
|
|
|
||||||
Basic income (loss) per share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
4.03
|
|
|
$
|
4.31
|
|
|
$
|
4.12
|
|
(Loss) income from discontinued operations
|
|
0.07
|
|
|
(0.20
|
)
|
|
(0.08
|
)
|
|||
Total basic income (loss) per share
|
|
$
|
4.10
|
|
|
$
|
4.11
|
|
|
$
|
4.04
|
|
Diluted income (loss) per share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
3.99
|
|
|
$
|
4.14
|
|
|
$
|
4.08
|
|
(Loss) income from discontinued operations
|
|
0.07
|
|
|
(0.19
|
)
|
|
(0.08
|
)
|
|||
Total diluted income (loss) per share
|
|
$
|
4.06
|
|
|
$
|
3.95
|
|
|
$
|
4.00
|
|
|
|
|
|
|
|
|
||||||
The following equity instruments were excluded from the diluted weighted average common shares outstanding because their effect would be anti-dilutive:
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Antidilutive stock-based compensation (because average share price is less than exercise price)
|
|
1,932,179
|
|
|
1,462,112
|
|
|
4,080,723
|
|
|||
Antidilutive due to loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total antidilutive stock-based compensation
|
|
1,932,179
|
|
|
1,462,112
|
|
|
4,080,723
|
|
|||
|
|
|
|
|
|
|
||||||
Antidilutive convertible debt instruments (because average share price is less than exercise price)
|
|
—
|
|
|
—
|
|
|
2,811,652
|
|
|||
Total antidilutive convertible debt instruments
|
|
—
|
|
|
—
|
|
|
2,811,652
|
|
|||
|
|
|
|
|
|
|
||||||
Antidilutive warrants (because average share price is less than exercise price)
|
|
—
|
|
|
—
|
|
|
2,806,291
|
|
|||
Total antidilutive warrants
|
|
—
|
|
|
—
|
|
|
2,806,291
|
|
F-29 |
|
|
F-30 |
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
5.5
|
|
|
$
|
4.5
|
|
Accounts receivable
|
|
13.2
|
|
|
21.6
|
|
||
Inventory
|
|
12.6
|
|
|
5.5
|
|
||
Other current assets
|
|
2.3
|
|
|
1.0
|
|
||
Property, plant and equipment, net
|
|
295.0
|
|
|
312.6
|
|
||
Equity method investments
|
|
247.0
|
|
|
104.8
|
|
||
Operating lease right-of-use assets
|
|
3.7
|
|
|
—
|
|
||
Goodwill
|
|
12.2
|
|
|
12.2
|
|
||
Intangible assets, net
|
|
131.0
|
|
|
138.2
|
|
||
Other non-current assets
|
|
21.9
|
|
|
24.2
|
|
||
Total assets
|
|
$
|
744.4
|
|
|
$
|
624.6
|
|
LIABILITIES AND DEFICIT
|
|
|
|
|
||||
Accounts payable
|
|
$
|
12.5
|
|
|
$
|
14.2
|
|
Accounts payable to related parties
|
|
8.9
|
|
|
7.8
|
|
||
Current portion of operating lease liabilities
|
|
1.4
|
|
|
—
|
|
||
Accrued expenses and other current liabilities
|
|
12.2
|
|
|
14.5
|
|
||
Long-term debt
|
|
833.1
|
|
|
700.4
|
|
||
Asset retirement obligations
|
|
5.6
|
|
|
5.2
|
|
||
Operating lease liabilities, net of current portion
|
|
2.3
|
|
|
—
|
|
||
Deferred tax liabilities
|
|
0.2
|
|
|
—
|
|
||
Other non-current liabilities
|
|
19.3
|
|
|
17.3
|
|
||
Deficit
|
|
(151.1
|
)
|
|
(134.8
|
)
|
||
Total liabilities and deficit
|
|
$
|
744.4
|
|
|
$
|
624.6
|
|
F-31 |
|
|
F-32 |
|
|
Income Statement Information
|
|
For the period January 1, 2017 to June 30, 2017
|
||
Net revenues
|
|
$
|
2,269.7
|
|
Gross profit
|
|
351.2
|
|
|
Pre-tax income
|
|
20.0
|
|
|
Net income
|
|
15.0
|
|
|
Net income attributable to Alon
|
|
9.5
|
|
F-33 |
|
|
|
Recognized in 2019
|
|
Recognized in 2018
|
|
|
Total Transaction
|
||||||
(in millions)
|
Amount
|
|
Amount
|
Location
|
|
Amount
|
||||||
Initial cash proceeds received in March 2018:
|
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
—
|
|
|
55.5
|
|
Cash flows from investing activities - continuing operations
|
|
$
|
55.5
|
|
|
Discontinued operations
|
—
|
|
|
14.9
|
|
Cash flows from investing activities - discontinued operations
|
|
14.9
|
|
|||
Total cash proceeds
|
$
|
—
|
|
|
$
|
70.4
|
|
|
|
$
|
70.4
|
|
Add (less) non-cash balance sheet adjustments:
|
|
|
|
|
|
|
||||||
Receivable for working capital settlement
|
(14.8
|
)
|
|
14.8
|
|
Balance sheet - Other current assets (other receivables)
|
|
—
|
|
|||
Note Receivable for working capital settlement, net of actual litigation settlement (1)
|
12.3
|
|
|
—
|
|
Balance sheet - Other current and non-current assets (notes receivable)
|
|
12.3
|
|
|||
Relief of existing liability for contingent litigation (net of immaterial rounding)
|
4.9
|
|
|
—
|
|
Balance sheet - Other current liabilities
|
|
4.9
|
|
|||
Net Contingent Proceeds Receivable related to re-enactment of 2018 BTC
|
5.7
|
|
|
—
|
|
Balance sheet - Other current assets (other receivables) and other current liabilities (other accrued liabilities)
|
|
5.7
|
|
|||
Additional proceeds
|
8.1
|
|
|
14.8
|
|
|
|
22.9
|
|
|||
Total expected proceeds
|
$
|
8.1
|
|
|
$
|
85.2
|
|
|
|
$
|
93.3
|
|
|
|
|
|
|
|
|
||||||
Pre-tax loss (gain) on sale:
|
|
|
|
|
|
|
||||||
Initial loss on sale recognized in March 2018
|
$
|
—
|
|
|
$
|
41.4
|
|
Loss on sale of discontinued operations
|
|
41.4
|
|
|
Subsequent reduction of contingent litigation accrual related to July 2019 settlement
|
(2.4
|
)
|
|
—
|
|
Gain on sale of discontinued operations
|
|
(2.4
|
)
|
|||
Subsequent accrual for contingent proceeds due upon re-enactment of the 2018 BTC
|
(5.7
|
)
|
|
—
|
|
Gain on sale of discontinued operations
|
|
(5.7
|
)
|
|||
Total (gain) loss on sale before taxes
|
$
|
(8.1
|
)
|
|
$
|
41.4
|
|
|
|
$
|
33.3
|
|
F-34 |
|
|
|
Year Ended
|
|||||||||||
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
Net revenues
|
|
$
|
—
|
|
|
$
|
32.5
|
|
|
$
|
82.4
|
|
Cost of sales:
|
|
|
|
|
|
|
||||||
Cost of materials and other
|
|
—
|
|
|
3.8
|
|
|
(68.7
|
)
|
|||
Operating expenses (excluding depreciation and amortization)
|
|
—
|
|
|
(9.4
|
)
|
|
(14.4
|
)
|
|||
Total cost of sales
|
|
—
|
|
|
(5.6
|
)
|
|
(83.1
|
)
|
|||
General and administrative expenses
|
|
—
|
|
|
(1.1
|
)
|
|
(6.0
|
)
|
|||
Other operating income, net
|
|
—
|
|
|
0.3
|
|
|
(0.2
|
)
|
|||
Interest expense
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|||
Interest income
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|||
Other expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Gain (loss) on sale of California Discontinued Entities (1)
|
|
6.6
|
|
|
(40.0
|
)
|
|
—
|
|
|||
Income (loss) from discontinued operations before taxes
|
|
6.6
|
|
|
(10.9
|
)
|
|
(8.6
|
)
|
|||
Income tax expense (benefit)
|
|
1.4
|
|
|
(2.2
|
)
|
|
(2.7
|
)
|
|||
Income (loss) from discontinued operations, net of tax (2)
|
|
$
|
5.2
|
|
|
$
|
(8.7
|
)
|
|
$
|
(5.9
|
)
|
(1)
|
See detail of subsequent adjustments to Gain (loss) on sale of discontinued operations in the table below.
|
(2)
|
Included in loss from discontinued operations is net income attributable to non-controlling interest totaling $(8.1) million related to AltAir for the year ended December 31, 2018.
|
|
Year Ended
|
||||||
(in millions)
|
December 31, 2019
|
|
December 31, 2018
|
||||
Subsequent adjustments to gain (loss) on sale of discontinued operations (pre-tax):
|
|
|
|
||||
Reduction of AltAir-related contingent litigation accrual related to July 2019 settlement (1)
|
$
|
2.4
|
|
|
$
|
—
|
|
Accrual for AltAir-related contingent proceeds due upon re-enactment of the 2018 BTC
|
5.7
|
|
|
—
|
|
||
Reduction of Paramount-related accrual for California emissions credits requirements
|
(3.4
|
)
|
|
—
|
|
||
Write-off related to retained Long Beach asset retirement obligations and environmental liabilities
|
1.9
|
|
|
—
|
|
||
Total adjustments to gain (loss) on sale of discontinued operations (pre-tax)
|
$
|
6.6
|
|
|
$
|
—
|
|
|
|
|
|
||||
|
As of
|
||||||
(in millions)
|
December 31, 2019
|
|
December 31, 2018
|
||||
Remaining identified contingent liabilities (recorded in other current liabilities):
|
|
|
|
||||
AltAir-related Ten-Tex Litigation Accrual (1)
|
$
|
—
|
|
|
$
|
5.0
|
|
Paramount-related accrual for California emissions credits requirements
|
$
|
3.4
|
|
|
$
|
—
|
|
(1)
|
Relates to the "Ten-Tex Litigation" further discussed in Note 14.
|
F-35 |
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Refinery raw materials and supplies
|
|
$
|
400.4
|
|
|
$
|
289.0
|
|
Refinery work in process
|
|
109.1
|
|
|
58.9
|
|
||
Refinery finished goods
|
|
397.5
|
|
|
291.1
|
|
||
Retail fuel
|
|
7.3
|
|
|
8.0
|
|
||
Retail merchandise
|
|
19.8
|
|
|
25.4
|
|
||
Logistics refined products
|
|
12.6
|
|
|
5.5
|
|
||
Total inventories
|
|
$
|
946.7
|
|
|
$
|
677.9
|
|
(in millions)
|
|
El Dorado
|
|
Big Spring
|
|
Krotz Springs
|
|||
Baseline Volumes pursuant to the respective Supply and Offtake Agreements
|
|
2.0
|
|
|
0.8
|
|
|
1.3
|
|
Barrels of inventory consigned under the respective Supply and Offtake Agreements as of December 31, 2019 (1)
|
|
3.5
|
|
|
2.0
|
|
|
1.7
|
|
Barrels of inventory consigned under the respective Supply and Offtake Agreements as of December 31, 2018 (1)
|
|
2.8
|
|
|
1.7
|
|
|
1.8
|
|
(1)
|
Includes Baseline Volumes plus/minus over/short quantities.
|
F-36 |
|
|
(in millions)
|
|
El Dorado
|
|
Big Spring
|
|
Krotz Springs
|
|
Total
|
||||||||
Balances as of December 31, 2019:
|
|
|
|
|
|
|
|
|
||||||||
Baseline Step-Out Liability
|
|
$
|
125.5
|
|
|
$
|
57.2
|
|
|
$
|
87.6
|
|
|
$
|
270.3
|
|
Revolving over/short product financing liability
|
|
93.0
|
|
|
73.5
|
|
|
40.5
|
|
|
207.0
|
|
||||
Total Obligations Under Supply and Offtake Agreements
|
|
218.5
|
|
|
130.7
|
|
|
128.1
|
|
|
477.3
|
|
||||
Less: Current portion
|
|
218.5
|
|
|
73.5
|
|
|
40.5
|
|
|
332.5
|
|
||||
Obligations Under Supply and Offtake Agreements - Noncurrent portion
|
|
$
|
—
|
|
|
$
|
57.2
|
|
|
$
|
87.6
|
|
|
$
|
144.8
|
|
Other receivable for monthly activity true-up (included in current receivables)
|
|
$
|
(16.4
|
)
|
|
$
|
(3.1
|
)
|
|
$
|
(3.5
|
)
|
|
$
|
(23.0
|
)
|
(in millions)
|
|
El Dorado
|
|
Big Spring
|
|
Krotz Springs
|
|
Total
|
||||||||
Balances as of December 31, 2018:
|
|
|
|
|
|
|
|
|
||||||||
Baseline Step-Out Liability
|
|
$
|
—
|
|
|
$
|
49.6
|
|
|
$
|
—
|
|
|
$
|
49.6
|
|
Revolving over/short product financing liability
|
|
—
|
|
|
46.9
|
|
|
—
|
|
|
46.9
|
|
||||
Revolving Step-Out Liability (prior to January 2019 amendments)
|
|
152.6
|
|
|
—
|
|
|
113.1
|
|
|
265.7
|
|
||||
Total Obligations Under Supply and Offtake Agreements
|
|
152.6
|
|
|
96.5
|
|
|
113.1
|
|
|
362.2
|
|
||||
Less: Current portion
|
|
152.6
|
|
|
46.9
|
|
|
113.1
|
|
|
312.6
|
|
||||
Obligations Under Supply and Offtake Agreements - Noncurrent portion
|
|
$
|
—
|
|
|
$
|
49.6
|
|
|
$
|
—
|
|
|
$
|
49.6
|
|
Other (receivable) payable for monthly activity true-up (included in current payables (receivables))
|
|
$
|
(7.8
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
1.4
|
|
|
$
|
(6.8
|
)
|
|
|
El Dorado
|
|
Big Spring
|
|
Krotz Springs
|
|||
Effective interest rate as of December 31, 2019
|
|
8.4
|
%
|
|
9.3
|
%
|
|
7.8
|
%
|
(in millions)
|
|
El Dorado
|
|
Big Spring
|
|
Krotz Springs
|
|
Total
|
||||||||
Recurring cash fees paid during the year ended December 31, 2019
|
|
$
|
11.6
|
|
|
$
|
6.2
|
|
|
$
|
10.3
|
|
|
$
|
28.1
|
|
Recurring cash fees paid during the year ended December 31, 2018
|
|
$
|
10.7
|
|
|
$
|
7.1
|
|
|
$
|
6.7
|
|
|
$
|
24.5
|
|
Recurring cash fees paid during the year ended December 31, 2017
|
|
$
|
9.7
|
|
|
$
|
4.1
|
|
|
$
|
3.0
|
|
|
$
|
16.8
|
|
F-37 |
|
|
(in millions)
|
|
El Dorado
|
|
Big Spring
|
|
Krotz Springs
|
|
Total
|
||||||||
Interest expense for the year ended December 31, 2019
|
|
$
|
15.4
|
|
|
$
|
5.5
|
|
|
$
|
12.1
|
|
|
$
|
33.0
|
|
Interest expense for the year ended December 31, 2018
|
|
$
|
10.7
|
|
|
$
|
7.1
|
|
|
$
|
6.7
|
|
|
$
|
24.5
|
|
Interest expense for the year ended December 31, 2017
|
|
$
|
9.7
|
|
|
$
|
4.1
|
|
|
$
|
3.0
|
|
|
$
|
16.8
|
|
(in millions)
|
|
El Dorado
|
|
Big Spring and Krotz Springs
|
||||
Letters of credit outstanding as of December 31, 2019
|
|
$
|
180.0
|
|
|
$
|
44.0
|
|
Letters of credit outstanding as of December 31, 2018
|
|
$
|
120.0
|
|
|
$
|
24.0
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Revolving Credit Facility
|
|
$
|
30.0
|
|
|
$
|
300.0
|
|
Term Loan Credit Facility (1)
|
|
1,069.5
|
|
|
682.9
|
|
||
Hapoalim Term Loan (2)
|
|
39.5
|
|
|
—
|
|
||
Delek Logistics Credit Facility
|
|
588.4
|
|
|
456.7
|
|
||
Delek Logistics Notes (3)
|
|
244.7
|
|
|
243.7
|
|
||
Reliant Bank Revolver
|
|
50.0
|
|
|
30.0
|
|
||
Promissory Notes
|
|
45.0
|
|
|
70.0
|
|
||
|
|
2,067.1
|
|
|
1,783.3
|
|
||
Less: Current portion of long-term debt and notes payable
|
|
36.4
|
|
|
32.0
|
|
||
|
|
$
|
2,030.7
|
|
|
$
|
1,751.3
|
|
(1)
|
Net of deferred financing costs of $3.5 million and $3.5 million, respectively, and debt discount of $12.5 million and $8.4 million, respectively, at December 31, 2019 and December 31, 2018.
|
(2)
|
Net of deferred financing costs of $0.3 million and debt discount of $0.2 million at December 31, 2019.
|
(3)
|
Net of deferred financing costs of $4.0 million and $4.8 million, respectively, and debt discount of $1.3 million and $1.5 million, respectively, at December 31, 2019 and December 31, 2018.
|
F-38 |
|
|
F-39 |
|
|
F-40 |
|
|
F-41 |
|
|
F-42 |
|
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Revolving Credit Facility
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30.0
|
|
Term Loan Credit Facility
|
|
11.0
|
|
|
11.0
|
|
|
11.0
|
|
|
11.0
|
|
|
11.0
|
|
|
1,030.5
|
|
|
1,085.5
|
|
|||||||
Hapoalim Term Loan
|
|
0.4
|
|
|
0.4
|
|
|
39.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40.0
|
|
|||||||
Delek Logistics Credit Facility
|
|
—
|
|
|
—
|
|
|
—
|
|
|
588.4
|
|
|
—
|
|
|
—
|
|
|
588.4
|
|
|||||||
Delek Logistics Notes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250.0
|
|
|
250.0
|
|
|||||||
Reliant Bank Revolver
|
|
—
|
|
|
—
|
|
|
50.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50.0
|
|
|||||||
Promissory Notes
|
|
25.0
|
|
|
20.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45.0
|
|
|||||||
Total
|
|
$
|
36.4
|
|
|
$
|
31.4
|
|
|
$
|
100.2
|
|
|
$
|
629.4
|
|
|
$
|
11.0
|
|
|
$
|
1,280.5
|
|
|
$
|
2,088.9
|
|
F-43 |
|
|
(in millions)
|
|
Amount Outstanding/Repaid at March 30, 2018
|
||
Wells ABL
|
|
$
|
40.8
|
|
Lion Term Loan
|
|
206.3
|
|
|
Alon Partnership Facilities
|
|
236.9
|
|
|
Alon Term Loan Credit Facilities
|
|
38.0
|
|
|
Alon Retail Credit Agreement
|
|
86.4
|
|
|
Total
|
|
$
|
608.4
|
|
•
|
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;
|
•
|
managing 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.
|
F-44 |
|
|
F-45 |
|
|
(1)
|
As of December 31, 2019 and 2018, we had open derivative positions representing 86,484,065 and 39,277,822 barrels, respectively, of crude oil and refined petroleum products. Of these open positions, contracts representing 600,000 and 16,461,000 barrels were designated as cash flow hedging instruments as of December 31, 2019 and 2018, respectively. Additionally, as of December 31, 2019, we had open derivative positions representing 40,050,000 One Million British Thermal Units, ("MMBTU") of natural gas products.
|
(2)
|
As of December 31, 2019 and 2018, we had open RIN commitment contracts representing 147,000,000 and 137,750,000 RINs, respectively.
|
(3)
|
As of December 31, 2019 and 2018, $38.8 million and $(0.4) million, respectively, of cash collateral (obligation) held by counterparties has been netted with the derivatives with each counterparty.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Gains (losses) on commodity derivatives not designated as hedging instruments recognized in cost of materials and other (1)
|
|
$
|
18.0
|
|
|
$
|
0.9
|
|
|
$
|
(33.1
|
)
|
Gains (losses) on commodity derivatives not designated as hedging instruments recognized in other operating income (expenses), net (1) (2)
|
|
—
|
|
|
7.7
|
|
|
—
|
|
|||
Realized gains (losses) reclassified out of accumulated other comprehensive income and into cost of materials and other on commodity derivatives designated as cash flow hedging instruments
|
|
4.8
|
|
|
(1.7
|
)
|
|
(38.6
|
)
|
|||
Gains recognized in cost of materials and other due to cash flow hedging ineffectiveness on commodity derivatives designated as hedging instruments
|
|
—
|
|
|
0.9
|
|
|
0.5
|
|
|||
Total gains (losses)
|
|
$
|
22.8
|
|
|
$
|
7.8
|
|
|
$
|
(71.2
|
)
|
(1)
|
Gains (losses) on commodity derivatives that are economic hedges but not designated as hedging instruments include unrealized gains (losses) of $(41.0) million, $32.1 million and $(13.0) million for the years ended December 31, 2019, 2018 and 2017, respectively. Of these amounts, approximately $(6.8) million and $8.1 million for the years ended December 31, 2019 and 2018, respectively, represent unrealized (losses) gains where the instrument has matured but where it has not cash settled as of period end, excluding the reversal of prior period settlement differences. Derivative instruments that have matured but not cash settled at the balance sheet date continue to be reflected in derivative assets or liabilities on our balance sheet.
|
(2)
|
See separate table below for disclosures about "trading derivatives."
|
F-46 |
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Realized gains
|
|
$
|
5.1
|
|
|
$
|
23.1
|
|
Unrealized gains (losses)
|
|
3.6
|
|
|
(3.0
|
)
|
||
Total
|
|
$
|
8.7
|
|
|
$
|
20.1
|
|
F-47 |
|
|
|
|
As of December 31, 2019
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
|
$
|
—
|
|
|
$
|
240.3
|
|
|
$
|
—
|
|
|
$
|
240.3
|
|
Investment commodities
|
|
12.1
|
|
|
—
|
|
|
—
|
|
|
12.1
|
|
||||
RIN commitment contracts
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
||||
Environmental Credits Obligation surplus
|
|
—
|
|
|
16.8
|
|
|
—
|
|
|
16.8
|
|
||||
Total assets
|
|
12.1
|
|
|
257.7
|
|
|
—
|
|
|
269.8
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
|
—
|
|
|
(263.0
|
)
|
|
—
|
|
|
(263.0
|
)
|
||||
RIN commitment contracts
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
(1.9
|
)
|
||||
Environmental credits obligation deficit
|
|
—
|
|
|
(18.5
|
)
|
|
—
|
|
|
(18.5
|
)
|
||||
J. Aron supply and offtake obligations
|
|
—
|
|
|
(477.3
|
)
|
|
—
|
|
|
(477.3
|
)
|
||||
Total liabilities
|
|
—
|
|
|
(760.7
|
)
|
|
—
|
|
|
(760.7
|
)
|
||||
Net liabilities
|
|
$
|
12.1
|
|
|
$
|
(503.0
|
)
|
|
$
|
—
|
|
|
$
|
(490.9
|
)
|
|
|
As of December 31, 2018
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
|
$
|
—
|
|
|
$
|
459.8
|
|
|
$
|
—
|
|
|
$
|
459.8
|
|
Investment commodities
|
|
15.8
|
|
|
—
|
|
|
—
|
|
|
15.8
|
|
||||
RIN commitment contracts
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.0
|
|
||||
Environmental credits obligation surplus
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
|
15.8
|
|
|
461.8
|
|
|
—
|
|
|
477.6
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
|
—
|
|
|
(409.0
|
)
|
|
—
|
|
|
(409.0
|
)
|
||||
RIN commitment contracts
|
|
—
|
|
|
(6.7
|
)
|
|
—
|
|
|
(6.7
|
)
|
||||
Environmental credits obligation deficit
|
|
—
|
|
|
(11.8
|
)
|
|
—
|
|
|
(11.8
|
)
|
||||
J. Aron supply and offtake obligations
|
|
—
|
|
|
(362.2
|
)
|
|
—
|
|
|
(362.2
|
)
|
||||
Total liabilities
|
|
—
|
|
|
(789.7
|
)
|
|
—
|
|
|
(789.7
|
)
|
||||
Net liabilities
|
|
$
|
15.8
|
|
|
$
|
(327.9
|
)
|
|
$
|
—
|
|
|
$
|
(312.1
|
)
|
F-48 |
|
|
F-49 |
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Discounted environmental liabilities
|
|
$
|
59.5
|
|
|
$
|
58.7
|
|
Undiscounted environmental liabilities
|
|
86.6
|
|
|
84.6
|
|
||
Total accrued environmental liabilities
|
|
$
|
146.1
|
|
|
$
|
143.3
|
|
2020
|
|
$
|
4.0
|
|
2021
|
|
3.0
|
|
|
2022
|
|
3.0
|
|
|
2023
|
|
4.0
|
|
|
2024
|
|
2.6
|
|
|
Thereafter
|
|
63.1
|
|
|
Discounted environmental liabilities, gross
|
|
79.7
|
|
|
Less: Discount applied
|
|
20.2
|
|
|
Discounted environmental liabilities
|
|
$
|
59.5
|
|
F-50 |
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Beginning balance
|
|
$
|
75.5
|
|
|
$
|
72.1
|
|
Liabilities identified
|
|
—
|
|
|
(1.2
|
)
|
||
Liabilities settled
|
|
(8.6
|
)
|
|
(2.2
|
)
|
||
Accretion expense
|
|
1.7
|
|
|
1.9
|
|
||
Reclassification from discontinued operations
|
|
—
|
|
|
4.9
|
|
||
Ending balance
|
|
$
|
68.6
|
|
|
$
|
75.5
|
|
F-51 |
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Non-Current Deferred Taxes:
|
|
|
|
||||
Property, plant and equipment, and intangibles
|
$
|
(306.3
|
)
|
|
$
|
(275.6
|
)
|
Right-of-use asset
|
(40.7
|
)
|
|
—
|
|
||
Derivatives and hedging
|
—
|
|
|
(12.5
|
)
|
||
Partnership and equity investments
|
(15.5
|
)
|
|
—
|
|
||
Deferred revenues
|
(5.3
|
)
|
|
(5.5
|
)
|
||
Total deferred tax liabilities
|
(367.8
|
)
|
|
(293.6
|
)
|
||
Derivatives and hedging
|
4.3
|
|
|
—
|
|
||
Compensation and employee benefits
|
14.5
|
|
|
15.5
|
|
||
Net operating loss carryforwards
|
52.4
|
|
|
39.9
|
|
||
Partnership and equity investments
|
—
|
|
|
22.2
|
|
||
Lease obligation
|
40.7
|
|
|
—
|
|
||
Reserves and accruals
|
48.3
|
|
|
57.5
|
|
||
Other
|
5.5
|
|
|
6.8
|
|
||
Total deferred tax assets
|
165.7
|
|
|
141.9
|
|
||
Valuation allowance
|
(65.8
|
)
|
|
(58.5
|
)
|
||
Total net deferred tax liabilities
|
$
|
(267.9
|
)
|
|
$
|
(210.2
|
)
|
F-52 |
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Provision for federal income taxes at statutory rate
|
$
|
84.6
|
|
|
$
|
102.0
|
|
|
$
|
104.7
|
|
State income tax expense, net of federal tax provision
|
6.3
|
|
|
3.4
|
|
|
9.0
|
|
|||
Income tax benefit attributable to non-controlling interest
|
(5.4
|
)
|
|
(7.3
|
)
|
|
(12.0
|
)
|
|||
Tax credits and incentives (1)
|
(23.2
|
)
|
|
(8.3
|
)
|
|
(1.6
|
)
|
|||
Executive compensation limitation
|
2.0
|
|
|
1.7
|
|
|
1.5
|
|
|||
Stock compensation
|
(2.5
|
)
|
|
(2.2
|
)
|
|
(1.1
|
)
|
|||
Changes in valuation allowance
|
7.3
|
|
|
7.7
|
|
|
(4.1
|
)
|
|||
Amortization - prepaid taxes
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reversal of deferred taxes related to equity method investment in Alon
|
—
|
|
|
—
|
|
|
45.3
|
|
|||
Impact of Tax Reform Act
|
—
|
|
|
(0.6
|
)
|
|
(166.9
|
)
|
|||
Goodwill write-down
|
—
|
|
|
5.3
|
|
|
—
|
|
|||
Other items
|
2.6
|
|
|
0.2
|
|
|
(4.0
|
)
|
|||
Income tax expense (benefit)
|
$
|
71.7
|
|
|
$
|
101.9
|
|
|
$
|
(29.2
|
)
|
(1)
|
Tax credits and incentives include work opportunity and research and development credits, as well as incentives for the Company’s biodiesel blending operations.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current
|
$
|
7.1
|
|
|
$
|
128.7
|
|
|
$
|
18.8
|
|
Deferred
|
64.6
|
|
|
(26.8
|
)
|
|
(48.0
|
)
|
|||
|
$
|
71.7
|
|
|
$
|
101.9
|
|
|
$
|
(29.2
|
)
|
F-53 |
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at the beginning of the year
|
$
|
19.2
|
|
|
$
|
6.1
|
|
|
$
|
1.7
|
|
Additions based on tax positions related to current year
|
0.4
|
|
|
11.2
|
|
|
0.4
|
|
|||
Additions for tax positions related to prior years and acquisitions
|
6.4
|
|
|
3.4
|
|
|
4.2
|
|
|||
Reductions for tax positions related to prior years
|
(13.0
|
)
|
|
(0.9
|
)
|
|
(0.2
|
)
|
|||
Settlements with taxing authorities
|
(0.9
|
)
|
|
(0.6
|
)
|
|
—
|
|
|||
Balance at the end of the year
|
$
|
12.1
|
|
|
$
|
19.2
|
|
|
$
|
6.1
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues (1)
|
$
|
86.0
|
|
|
$
|
33.7
|
|
|
$
|
50.5
|
|
Cost of materials and other (2)
|
$
|
44.9
|
|
|
$
|
21.4
|
|
|
$
|
26.3
|
|
(1)
|
Consists primarily of asphalt sales which are recorded in corporate, other and eliminations segment.
|
(2)
|
Consists primarily of pipeline throughput fees paid by the refining segment and asphalt purchases.
|
F-54 |
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Land
|
|
$
|
59.5
|
|
|
$
|
66.2
|
|
Building and building improvements
|
|
108.5
|
|
|
108.7
|
|
||
Refinery machinery and equipment
|
|
2,019.4
|
|
|
1,801.8
|
|
||
Pipelines and terminals
|
|
427.3
|
|
|
412.2
|
|
||
Retail store equipment and site improvements
|
|
56.3
|
|
|
37.8
|
|
||
Refinery turnaround costs
|
|
179.9
|
|
|
166.9
|
|
||
Other equipment
|
|
142.7
|
|
|
124.9
|
|
||
Construction in progress
|
|
369.2
|
|
|
281.1
|
|
||
|
|
$
|
3,362.8
|
|
|
$
|
2,999.6
|
|
Less: accumulated depreciation
|
|
(934.5
|
)
|
|
(804.7
|
)
|
||
|
|
$
|
2,428.3
|
|
|
$
|
2,194.9
|
|
|
|
As of and For the Year Ended December 31, 2019
|
||||||||||||||||||
|
|
Refining
|
|
Logistics
|
|
Retail
|
|
Corporate,
Other and Eliminations |
|
Consolidated
|
||||||||||
Property, plant and equipment
|
|
$
|
2,444.4
|
|
|
$
|
461.3
|
|
|
$
|
156.4
|
|
|
$
|
300.7
|
|
|
$
|
3,362.8
|
|
Less: Accumulated depreciation
|
|
(658.6
|
)
|
|
(166.3
|
)
|
|
(36.6
|
)
|
|
(73.0
|
)
|
|
(934.5
|
)
|
|||||
Property, plant and equipment, net
|
|
$
|
1,785.8
|
|
|
$
|
295.0
|
|
|
$
|
119.8
|
|
|
$
|
227.7
|
|
|
$
|
2,428.3
|
|
Depreciation expense
|
|
$
|
128.7
|
|
|
$
|
26.7
|
|
|
$
|
10.4
|
|
|
$
|
22.1
|
|
|
$
|
187.9
|
|
|
|
As of and For the Year Ended December 31, 2018
|
||||||||||||||||||
|
|
Refining
|
|
Logistics
|
|
Retail
|
|
Corporate,
Other and Eliminations |
|
Consolidated
|
||||||||||
Property, plant and equipment
|
|
$
|
2,230.6
|
|
|
$
|
452.7
|
|
|
$
|
146.5
|
|
|
$
|
169.8
|
|
|
$
|
2,999.6
|
|
Less: Accumulated depreciation
|
|
(584.2
|
)
|
|
(140.2
|
)
|
|
(29.3
|
)
|
|
(51.0
|
)
|
|
(804.7
|
)
|
|||||
Property, plant and equipment, net
|
|
$
|
1,646.4
|
|
|
$
|
312.5
|
|
|
$
|
117.2
|
|
|
$
|
118.8
|
|
|
$
|
2,194.9
|
|
Depreciation expense
|
|
$
|
124.2
|
|
|
$
|
25.9
|
|
|
$
|
23.8
|
|
|
$
|
15.1
|
|
|
$
|
189.0
|
|
F-55 |
|
|
|
|
|
Refining
|
Logistics
|
Retail
|
Corporate, Other and Eliminations
|
Total
|
||||||||||
Balance,
|
December 31, 2016
|
|
$
|
—
|
|
$
|
12.2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
12.2
|
|
Acquisitions
|
|
750.9
|
|
—
|
|
30.8
|
|
22.7
|
|
804.4
|
|
||||||
Balance,
|
December 31, 2017
|
|
750.9
|
|
12.2
|
|
30.8
|
|
22.7
|
|
816.6
|
|
|||||
Finalization of purchase price allocation for 2017 Delek/Alon Merger
|
|
50.4
|
|
—
|
|
13.5
|
|
2.4
|
|
66.3
|
|
||||||
Write-down resulting from asset held for sale impairment (1)
|
|
—
|
|
—
|
|
—
|
|
(25.1
|
)
|
(25.1
|
)
|
||||||
Balance,
|
December 31, 2018
|
|
801.3
|
|
12.2
|
|
44.3
|
|
—
|
|
857.8
|
|
|||||
Write-off of goodwill associated with retail stores sold
|
|
—
|
|
—
|
|
(2.1
|
)
|
—
|
|
(2.1
|
)
|
||||||
Balance,
|
December 31, 2019
|
|
$
|
801.3
|
|
$
|
12.2
|
|
$
|
42.2
|
|
$
|
—
|
|
$
|
855.7
|
|
(1)
|
This write-down of goodwill resulted from the impairment of assets held for sale associated with the asphalt business to net realizable value, as discussed in Note 8.
|
As of December 31, 2019
|
|
Useful Life
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|||||||
Intangible Assets subject to amortization:
|
|
|
|
|
|
|
|
|
|||||||
Third-party fuel supply agreement
|
|
10 years
|
|
$
|
49.0
|
|
|
$
|
(12.3
|
)
|
|
$
|
36.7
|
|
|
Fuel trade name
|
|
5 years
|
|
4.0
|
|
|
(2.0
|
)
|
|
2.0
|
|
||||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|||||||
Rights-of-way
|
|
Indefinite
|
|
48.9
|
|
|
|
|
48.9
|
|
|||||
Line space history
|
|
Indefinite
|
|
12.0
|
|
|
|
|
12.0
|
|
|||||
Liquor licenses
|
|
Indefinite
|
|
8.5
|
|
|
|
|
8.5
|
|
|||||
Refinery permits
|
|
Indefinite
|
|
2.2
|
|
|
|
|
2.2
|
|
|||||
Total
|
|
|
|
$
|
124.6
|
|
|
$
|
(14.3
|
)
|
|
$
|
110.3
|
|
As of December 31, 2018
|
|
Useful Life
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|||||||
Intangible Assets subject to amortization:
|
|
|
|
|
|
|
|
|
|||||||
Third-party fuel supply agreement
|
|
10 years
|
|
49.0
|
|
|
(7.4
|
)
|
|
41.6
|
|
||||
Fuel trade name
|
|
5 years
|
|
4.0
|
|
|
(1.2
|
)
|
|
2.8
|
|
||||
Below market leases
|
|
13 - 15 years
|
|
8.3
|
|
|
(0.3
|
)
|
|
8.0
|
|
||||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|||||||
Rights-of-way
|
|
Indefinite
|
|
30.0
|
|
|
|
|
30.0
|
|
|||||
Line space history
|
|
Indefinite
|
|
11.3
|
|
|
|
|
11.3
|
|
|||||
Liquor licenses
|
|
Indefinite
|
|
8.5
|
|
|
|
|
8.5
|
|
|||||
Refinery permits
|
|
Indefinite
|
|
2.2
|
|
|
|
|
2.2
|
|
|||||
Total
|
|
|
|
$
|
113.3
|
|
|
$
|
(8.9
|
)
|
|
$
|
104.4
|
|
F-56 |
|
|
2020
|
|
$
|
5.7
|
|
2021
|
|
$
|
5.7
|
|
2022
|
|
$
|
5.3
|
|
2023
|
|
$
|
4.9
|
|
2024
|
|
$
|
4.9
|
|
Other Current Assets
|
December 31, 2019
|
|
December 31, 2018
|
||||
Biodiesel tax credit (see Note 4)
|
$
|
97.5
|
|
|
$
|
—
|
|
Income and other tax receivables
|
61.9
|
|
|
24.3
|
|
||
Short-term derivative assets (see Note 12)
|
30.2
|
|
|
61.9
|
|
||
Prepaid expenses
|
21.9
|
|
|
15.8
|
|
||
Environmental Credits Obligation surplus (see Note 13)
|
16.8
|
|
|
10.3
|
|
||
RINs assets
|
14.5
|
|
|
13.0
|
|
||
Investment commodities
|
12.1
|
|
|
15.6
|
|
||
Note receivable - current portion (see Note 8)
|
6.2
|
|
|
—
|
|
||
Other
|
7.6
|
|
|
7.8
|
|
||
Total
|
$
|
268.7
|
|
|
$
|
148.7
|
|
Other Non-Current Assets
|
December 31, 2019
|
|
December 31, 2018
|
||||
Supply and Offtake receivable
|
$
|
32.7
|
|
|
$
|
32.7
|
|
Other equity Investments
|
8.9
|
|
|
—
|
|
||
Deferred financing costs
|
8.5
|
|
|
10.6
|
|
||
Note receivable - non-current portion (see Note 8)
|
6.2
|
|
|
—
|
|
||
Long-term derivative assets (see Note 12)
|
0.1
|
|
|
1.0
|
|
||
Other
|
11.4
|
|
|
8.6
|
|
||
Total
|
$
|
67.8
|
|
|
$
|
52.9
|
|
F-57 |
|
|
Accrued Expenses and Other Current Liabilities
|
December 31, 2019
|
|
December 31, 2018
|
||||
Income and other taxes payable
|
$
|
119.6
|
|
|
$
|
126.0
|
|
Crude purchase liabilities
|
72.1
|
|
|
42.3
|
|
||
Employee costs
|
47.6
|
|
|
46.5
|
|
||
Product financing agreements
|
21.1
|
|
|
—
|
|
||
Environmental Credits Obligation deficit (see Note 13)
|
18.5
|
|
|
11.8
|
|
||
Short-term derivative liabilities (see Note 12)
|
14.1
|
|
|
16.2
|
|
||
Interest payable
|
8.8
|
|
|
10.2
|
|
||
Environmental liabilities (see Note 14)
|
8.2
|
|
|
3.8
|
|
||
Tank inspection liabilities
|
5.6
|
|
|
7.0
|
|
||
Accrued utilities
|
4.4
|
|
|
10.6
|
|
||
Other
|
26.8
|
|
|
33.3
|
|
||
Total
|
$
|
346.8
|
|
|
$
|
307.7
|
|
Other Non-Current Liabilities
|
December 31, 2019
|
|
December 31, 2018
|
||||
Tank inspection liabilities
|
$
|
9.9
|
|
|
$
|
9.9
|
|
Liability for unrecognized tax benefits
|
12.1
|
|
|
19.2
|
|
||
Pension and other postemployment benefit liabilities, net
|
5.3
|
|
|
17.6
|
|
||
Long-term derivative liabilities (see Note 12)
|
1.4
|
|
|
1.0
|
|
||
Above-market leases
|
—
|
|
|
9.2
|
|
||
Other
|
2.2
|
|
|
6.0
|
|
||
Total
|
$
|
30.9
|
|
|
$
|
62.9
|
|
F-58 |
|
|
|
|
2019 Grants
|
|
2018 Grants
|
|
2017 Grants
|
||||||
|
|
(Graded Vesting)
|
|
(Graded Vesting)
|
|
(Graded Vesting)
|
||||||
|
|
4 years
|
|
4 years
|
|
4 years
|
||||||
Expected volatility
|
|
48.16%-48.94%
|
|
47.52%-49.42%
|
|
47.49%-49.18%
|
||||||
Dividend yield
|
|
2.03%-2.60%
|
|
2.00%-2.33%
|
|
2.41%-3.72%
|
||||||
Expected term
|
|
4.57- 4.62 years
|
|
4.38-4.62 years
|
|
4.37-4.82 years
|
||||||
Risk free rate
|
|
1.57%-2.41%
|
|
1.56%-2.92%
|
|
0.60%-2.58%
|
||||||
Fair value per share
|
|
$
|
11.46
|
|
|
$
|
15.00
|
|
|
$
|
8.08
|
|
|
|
Number of Options
|
|
Weighted-Average Strike Price
|
|
Weighted-Average Contractual Term (in years)
|
|
Average Intrinsic Value
(in millions) |
|||||
Options and SARs outstanding, December 31, 2016
|
2,568,383
|
|
|
$
|
26.56
|
|
|
|
|
|
|||
Granted
|
|
2,460,500
|
|
|
$
|
25.95
|
|
|
|
|
|
||
Exercised
|
|
(303,049
|
)
|
|
$
|
17.04
|
|
|
|
|
|
||
Forfeited
|
|
(534,827
|
)
|
|
$
|
28.00
|
|
|
|
|
|
||
Options and SARs outstanding, December 31, 2017
|
4,191,007
|
|
|
$
|
26.71
|
|
|
|
|
|
|||
Granted
|
|
1,497,400
|
|
|
$
|
43.49
|
|
|
|
|
|
||
Exercised
|
|
(1,286,527
|
)
|
|
$
|
30.55
|
|
|
|
|
|
||
Forfeited
|
|
(827,775
|
)
|
|
$
|
29.01
|
|
|
|
|
|
||
Options and SARs outstanding, December 31, 2018
|
3,574,105
|
|
|
$
|
32.67
|
|
|
|
|
|
|||
Granted
|
|
593,500
|
|
|
$
|
34.96
|
|
|
|
|
|
||
Exercised
|
|
(466,569
|
)
|
|
$
|
29.61
|
|
|
|
|
|
||
Forfeited
|
|
(494,826
|
)
|
|
$
|
33.47
|
|
|
|
|
|
||
Options and SARs outstanding, December 31, 2019
|
3,206,210
|
|
|
$
|
34.21
|
|
|
7.9
|
|
$
|
15.1
|
|
|
Vested options and SARs exercisable, December 31, 2019
|
1,094,860
|
|
|
$
|
32.06
|
|
|
7.0
|
|
$
|
1.6
|
|
F-59 |
|
|
|
2019 Grants
|
|
2018 Grants
|
|
2017 Grants
|
||||||
Expected volatility
|
39.67%-39.98%
|
|
|
36.11%-44.66%
|
|
|
44.03%-46.54%
|
|
|||
Expected term
|
2.06-2.81
|
|
|
2.06-2.81
|
|
|
2.06-3.06
|
|
|||
Risk free rate
|
1.64%-2.42%
|
|
|
2.40%-2.73%
|
|
|
1.43%-1.93%
|
|
|||
Fair value per share
|
$
|
41.19
|
|
|
$
|
57.93
|
|
|
$
|
37.80
|
|
|
|
Number of RSUs
|
|
Weighted-Average Grant Date Price
|
|||
Balance
|
December 31, 2016
|
881,813
|
|
|
$
|
19.08
|
|
Granted
|
|
614,035
|
|
|
$
|
31.56
|
|
Vested
|
|
(351,713
|
)
|
|
$
|
21.95
|
|
Forfeited
|
|
(78,676
|
)
|
|
$
|
13.44
|
|
Performance Not Achieved
|
|
(5,789
|
)
|
|
$
|
38.03
|
|
Balance
|
December 31, 2017
|
1,059,670
|
|
|
$
|
25.68
|
|
Granted
|
|
440,896
|
|
|
$
|
53.10
|
|
Vested
|
|
(341,774
|
)
|
|
$
|
25.62
|
|
Forfeited
|
|
(154,780
|
)
|
|
$
|
36.96
|
|
Balance
|
December 31, 2018
|
1,004,012
|
|
|
$
|
36.00
|
|
Granted
|
|
701,875
|
|
|
$
|
36.30
|
|
Vested
|
|
(604,971
|
)
|
|
$
|
24.88
|
|
Forfeited
|
|
(133,243
|
)
|
|
$
|
39.19
|
|
Performance Achieved
|
|
145,169
|
|
|
$
|
16.55
|
|
Balance
|
December 31, 2019
|
1,112,842
|
|
|
$
|
39.31
|
|
F-60 |
|
|
F-61 |
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Change in projected benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
131.0
|
|
|
$
|
146.9
|
|
Service cost
|
—
|
|
|
0.4
|
|
||
Interest cost
|
5.4
|
|
|
5.2
|
|
||
Actuarial loss (gain)
|
13.6
|
|
|
(9.9
|
)
|
||
Benefits paid
|
(5.3
|
)
|
|
(9.1
|
)
|
||
Other (effect of curtailment/settlement)
|
(13.2
|
)
|
|
(2.5
|
)
|
||
Projected benefit obligations at end of year
|
$
|
131.5
|
|
|
$
|
131.0
|
|
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
115.7
|
|
|
$
|
108.8
|
|
Actual gain (loss) on plan assets
|
29.5
|
|
|
(8.2
|
)
|
||
Employer contribution
|
1.4
|
|
|
24.2
|
|
||
Benefits paid
|
(5.3
|
)
|
|
(9.1
|
)
|
||
Other (effect of curtailment/settlement)
|
(13.2
|
)
|
|
—
|
|
||
Fair value of plan assets at end of year
|
$
|
128.1
|
|
|
$
|
115.7
|
|
Reconciliation of funded status:
|
|
|
|
||||
Fair value of plan assets at end of year
|
$
|
128.1
|
|
|
$
|
115.7
|
|
Less projected benefit obligations at end of year
|
131.5
|
|
|
131.0
|
|
||
Under-funded status at end of year
|
$
|
(3.4
|
)
|
|
$
|
(15.3
|
)
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Net actuarial loss
|
$
|
(0.1
|
)
|
|
$
|
5.5
|
|
Prior service credit
|
—
|
|
|
—
|
|
||
Projected benefit obligations at end of year
|
$
|
(0.1
|
)
|
|
$
|
5.5
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Projected benefit obligation
|
$
|
131.5
|
|
|
$
|
131.0
|
|
Accumulated benefit obligation
|
$
|
131.6
|
|
|
131.0
|
|
|
Fair value of plan assets
|
$
|
128.1
|
|
|
115.7
|
|
F-62 |
|
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||
Discount rate
|
3.20
|
%
|
|
4.15
|
%
|
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Discount rate
|
4.15
|
%
|
|
3.60
|
%
|
|
3.80
|
%
|
Expected long-term rate of return on plan assets
|
7.00
|
%
|
|
7.33
|
%
|
|
7.45
|
%
|
Rate of compensation increase
|
—
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
|
|
Year Ended December 31,
|
||||||||||
Components of net periodic benefit:
|
|
2019
|
|
2018
|
|
2017
|
||||||
Service cost
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
1.2
|
|
Interest cost
|
|
5.4
|
|
|
5.2
|
|
|
2.7
|
|
|||
Expected return on plan assets
|
|
(7.5
|
)
|
|
(8.0
|
)
|
|
(2.7
|
)
|
|||
Recognition of gain due to settlement
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|||
Recognition of gain due to curtailment
|
|
(2.7
|
)
|
|
(2.4
|
)
|
|
(6.1
|
)
|
|||
Net periodic benefit
|
|
$
|
(4.8
|
)
|
|
$
|
(4.9
|
)
|
|
$
|
(4.9
|
)
|
|
Year Ended December 31,
|
||||
|
2019
|
|
2018
|
||
Asset Category:
|
|
|
|
||
Equity securities
|
40.0
|
%
|
|
66.4
|
%
|
Debt securities
|
60.0
|
%
|
|
26.8
|
%
|
Real estate investment trust
|
—
|
%
|
|
6.8
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
F-63 |
|
|
|
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, 2019
|
|
|
|
|
|
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. companies
|
$
|
—
|
|
|
$
|
38.5
|
|
|
$
|
—
|
|
|
$
|
38.5
|
|
International companies
|
—
|
|
|
12.8
|
|
|
—
|
|
|
12.8
|
|
||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
Preferred securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Bond securities
|
—
|
|
|
76.8
|
|
|
—
|
|
|
76.8
|
|
||||
Real estate securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
—
|
|
|
$
|
128.1
|
|
|
$
|
—
|
|
|
$
|
128.1
|
|
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. companies
|
$
|
—
|
|
|
$
|
62.8
|
|
|
$
|
—
|
|
|
$
|
62.8
|
|
International companies
|
—
|
|
|
14.0
|
|
|
—
|
|
|
14.0
|
|
||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
Preferred securities
|
—
|
|
|
4.4
|
|
|
—
|
|
|
4.4
|
|
||||
Bond securities
|
—
|
|
|
26.6
|
|
|
—
|
|
|
26.6
|
|
||||
Real estate securities
|
—
|
|
|
7.9
|
|
|
—
|
|
|
7.9
|
|
||||
Total
|
$
|
—
|
|
|
$
|
115.7
|
|
|
$
|
—
|
|
|
$
|
115.7
|
|
F-64 |
|
|
|
|
For the Three Month Periods Ended
|
||||||||||||||
|
|
March 31, 2019
|
|
June 30, 2019
|
|
September 30, 2019
|
|
December 31, 2019(1)
|
||||||||
Net revenues
|
|
$
|
2,199.9
|
|
|
$
|
2,480.3
|
|
|
$
|
2,334.3
|
|
|
$
|
2,283.7
|
|
Operating income
|
|
$
|
222.4
|
|
|
$
|
134.3
|
|
|
$
|
87.4
|
|
|
$
|
48.2
|
|
Net income from continuing operations
|
|
$
|
154.4
|
|
|
$
|
84.6
|
|
|
$
|
60.0
|
|
|
$
|
32.0
|
|
Net income
|
|
$
|
154.4
|
|
|
$
|
83.8
|
|
|
$
|
60.0
|
|
|
$
|
38.0
|
|
Net income attributable to Delek
|
|
$
|
149.3
|
|
|
$
|
77.3
|
|
|
$
|
51.3
|
|
|
$
|
32.7
|
|
Basic income per share from continuing operations
|
|
$
|
1.92
|
|
|
$
|
1.02
|
|
|
$
|
0.68
|
|
|
$
|
0.36
|
|
Diluted income per share from continuing operations
|
|
$
|
1.90
|
|
|
$
|
1.01
|
|
|
$
|
0.68
|
|
|
$
|
0.36
|
|
|
|
For the Three Month Periods Ended
|
||||||||||||||
|
|
March 31, 2018(2)
|
|
June 30, 2018
|
|
September 30, 2018
|
|
December 31, 2018(3)
|
||||||||
Net revenues
|
|
$
|
2,353.2
|
|
|
$
|
2,636.9
|
|
|
$
|
2,768.9
|
|
|
$
|
2,474.1
|
|
Operating income
|
|
$
|
38.8
|
|
|
$
|
135.1
|
|
|
$
|
255.2
|
|
|
$
|
182.8
|
|
Net (loss) income from continuing operations
|
|
$
|
(17.3
|
)
|
|
$
|
87.5
|
|
|
$
|
185.8
|
|
|
$
|
127.6
|
|
Net (loss) income
|
|
$
|
(25.5
|
)
|
|
$
|
86.7
|
|
|
$
|
186.3
|
|
|
$
|
127.4
|
|
Net (loss) income attributable to Delek
|
|
$
|
(40.4
|
)
|
|
$
|
79.1
|
|
|
$
|
179.8
|
|
|
$
|
121.6
|
|
Basic (loss) income per share from continuing operations
|
|
$
|
(0.29
|
)
|
|
$
|
0.95
|
|
|
$
|
2.15
|
|
|
$
|
1.50
|
|
Diluted (loss) income per share from continuing operations
|
|
$
|
(0.29
|
)
|
|
$
|
0.90
|
|
|
$
|
2.02
|
|
|
$
|
1.48
|
|
(1)
|
Net income from continuing operations for the quarter ended December 31, 2019 includes the benefit of retroactive biodiesel tax credits related to 2019 and 2018 blending activities totaling $77.6 million. Of this amount, $31.1 million related to the first three quarters of 2019 blending activities and $36.0 million related to 2018 blending activities.
|
(2)
|
Net loss from continuing operations for the quarter ended March 31, 2018 includes the benefit of retroactive biodiesel tax credits related to 2017 blending activities totaling $24.9 million.
|
(3)
|
Net income from continuing operations for the quarter ended December 31, 2018 includes an environmental indemnification settlement totaling $20.0 million, where $16.0 million is attributable to additional recoveries of remediation costs incurred by the Company and is included as a reduction of operating expenses, and $4.0 million is considered additional consideration for concessions made under the Settlement Agreement and is included as other income in the accompanying consolidated statements of income for the year ended December 31, 2018.
|
F-65 |
|
|
|
|
Three Months Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Numerator:
|
|
|
|
|
||||
Numerator for EPS - continuing operations
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
32.0
|
|
|
$
|
127.6
|
|
Less: Income from continuing operations attributed to non-controlling interest
|
|
5.3
|
|
|
5.8
|
|
||
Income from continuing operations attributable to Delek (numerator for basic EPS - continuing operations attributable to Delek)
|
|
26.7
|
|
|
121.8
|
|
||
Interest on convertible debt, net of tax
|
|
—
|
|
|
—
|
|
||
Numerator for diluted EPS - continuing operations attributable to Delek
|
|
$
|
26.7
|
|
|
$
|
121.8
|
|
|
|
|
|
|
||||
Numerator for EPS - discontinued operations
|
|
|
|
|
||||
Income (loss) from discontinued operations
|
|
$
|
6.0
|
|
|
$
|
(0.2
|
)
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
|
||||
Weighted average common shares outstanding (denominator for basic EPS)
|
|
74,042,343
|
|
|
81,321,240
|
|
||
Dilutive effect of warrants
|
|
—
|
|
|
260,838
|
|
||
Dilutive effect of stock-based awards
|
|
658,583
|
|
|
946,261
|
|
||
Weighted average common shares outstanding, assuming dilution
|
|
74,700,926
|
|
|
82,528,339
|
|
||
|
|
|
|
|
||||
EPS:
|
|
|
|
|
||||
Basic income per share:
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
0.36
|
|
|
$
|
1.50
|
|
Income from discontinued operations
|
|
0.08
|
|
|
—
|
|
||
Total basic income (loss) per share
|
|
$
|
0.44
|
|
|
$
|
1.50
|
|
Diluted income per share:
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
0.36
|
|
|
$
|
1.48
|
|
Income from discontinued operations
|
|
0.08
|
|
|
—
|
|
||
Total diluted income (loss) per share
|
|
$
|
0.44
|
|
|
$
|
1.48
|
|
The following equity instruments were excluded from the diluted weighted average common shares outstanding because their effect would be anti-dilutive:
|
|
|
|
|
||||
|
|
|
|
|
||||
Total antidilutive stock-based compensation
|
|
1,925,207
|
|
|
1,749,569
|
|
F-66 |
|
|
(in millions)
|
|
Year Ended December 31,
|
||
|
|
2019
|
||
Lease Cost
|
|
|
||
Operating lease costs
|
|
$
|
49.5
|
|
Short-term lease costs (1)
|
|
17.4
|
|
|
Sublease income
|
|
(6.4
|
)
|
|
Net lease costs
|
|
$
|
60.5
|
|
|
|
|
||
Other Information
|
|
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
(49.5
|
)
|
Leased assets obtained in exchange for new operating lease liabilities
|
|
$
|
15.9
|
|
|
|
|
||
Weighted-average remaining lease term (years) operating leases
|
|
6.7
|
|
|
Weighted-average discount rate operating leases (2)
|
|
6.0
|
%
|
F-67 |
|
|
F-68 |
|
|
101 |
|
|
102 |
|
|
•
|
prior to such time, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
|
•
|
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding specified shares for the purposes of determining the voting stock outstanding); or
|
•
|
on or subsequent to such time, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, upon the affirmative vote of at least 66 2/3% of the outstanding voting stock not owned by the interested stockholder.
|
•
|
any person that is the owner (as defined in Section 203) of 15% or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the date of determination; and
|
•
|
the affiliates and associates of any such person.
|
Lender
|
Individual Letter of Credit Sublimit
|
Wells Fargo Bank, National Association
|
$360,000,000
|
Bank of Montreal
|
$35,000,000
|
Fifth Third Bank
|
$5,000,000
|
Total
|
$400,000,000
|
|
|
|
|
Company Name:
|
State of Incorporation:
|
|
|
Delek US Energy, Inc.
|
DE
|
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 Land Holdings, LLC
|
DE
|
Delek Permian Gathering, LLC
|
TX
|
Delek Big Spring Gathering, LLC
|
TX
|
Delek Big Spring North Gathering, LLC
|
TX
|
Delek Big Spring South Mainline, LLC
|
TX
|
Alon Asphalt Company
|
DE
|
Alon Assets, Inc.
|
DE
|
Alon Bakersfield Property, Inc.
|
DE
|
Alon Brands, Inc.
|
DE
|
Alon Crude Pipeline, LLC
|
TX
|
Commerce Way Insurance Company, Inc.
|
TX
|
Delek W2W, LLC
|
DE
|
DKL Pipeline, LLC
|
DE
|
|
|
|
|
Alon Financial Services, Inc.
|
TX
|
Alon Louisiana Holdings, Inc.
|
DE
|
Alon Paramount Holdings, Inc.
|
DE
|
Alon Refining Krotz Springs, Inc.
|
DE
|
Alon Refining Louisiana, Inc.
|
DE
|
Alon Renewable Fuels, Inc.
|
DE
|
Alon Store Acquisitions, LLC
|
DE
|
Alon Supply, Inc.
|
DE
|
Alon Terminals, Inc.
|
DE
|
Alon USA Capital, Inc.
|
DE
|
Alon USA Delaware, LLC
|
DE
|
Alon USA GP, LLC
|
DE
|
Alon USA GP II, LLC
|
DE
|
Alon USA Holdings, LLC
|
TX
|
Alon USA, Inc.
|
DE
|
Alon USA, LP
|
TX
|
Alon USA Partners GP, LLC
|
DE
|
Alon USA Partners, LP
|
DE
|
Alon USA Energy, Inc.
|
DE
|
Alon USA Refining, LLC
|
DE
|
Alon West Coast, LLC
|
DE
|
Edgington Oil Company, LLC
|
DE
|
GTS Licensing Company, Inc.
|
TX
|
Paramount Petroleum Corporation
|
DE
|
Paramount Petroleum Corporation of Arizona, Inc.
|
DE
|
Paramount of Oregon, LLC
|
DE
|
Paramount of Washington, LLC
|
DE
|
Skinny's, LLC
|
TX
|
Southwest Convenience Stores, LLC
|
TX
|
DK Trading & Supply, LLC
|
DE
|
DKL Big Spring, LLC
|
DE
|
Delek Logistics Finance Corp
|
DE
|
DKPG Energy Terminals, LLC
|
DE
|
DK Innovation (US), Inc.
|
DE
|
Delek Acquisitions, Inc.
|
DE
|
DK-IL Acquisitions (US), LLC
|
DE
|
DK Innovation (Israel), Ltd.
|
Israel
|
DK-MX Acquisition (US), LLC
|
DE
|
End of Document
|
|
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)
|