Delek US Holdings, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS Delek US Holdings, Inc. Condensed Consolidated Balance Sheets (unaudited) (In millions, except share and per share data) March 31, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 865.0 $ 841.3 Accounts receivable, net 847.8 1,234.4 Inventories, net of inventory valuation reserves 1,314.7 1,518.5 Other current assets 159.4 122.7 Total current assets 3,186.9 3,716.9 Property, plant and equipment: Property, plant and equipment 4,528.7 4,349.0 Less: accumulated depreciation ( 1,646.7 ) ( 1,572.6 ) Property, plant and equipment, net 2,882.0 2,776.4 Operating lease right-of-use assets 181.8 179.5 Goodwill 744.3 744.3 Other intangibles, net 310.3 315.6 Equity method investments 354.2 359.7 Other non-current assets 127.2 100.4 Total assets $ 7,786.7 $ 8,192.8 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 1,794.1 $ 1,745.6 Current portion of long-term debt 49.5 74.5 Current portion of obligation under Inventory Intermediation Agreements 57.1 49.9 Current portion of operating lease liabilities 53.4 49.6 Accrued expenses and other current liabilities 915.8 1,166.8 Total current liabilities 2,869.9 3,086.4 Non-current liabilities: Long-term debt, net of current portion 2,725.5 2,979.2 Obligation under Inventory Intermediation Agreements 479.1 491.8 Environmental liabilities, net of current portion 111.5 111.5 Asset retirement obligations 42.1 41.8 Deferred tax liabilities 283.8 266.5 Operating lease liabilities, net of current portion 121.5 122.4 Other non-current liabilities 29.0 23.7 Total non-current liabilities 3,792.5 4,036.9 Stockholders’ equity: Preferred stock, $ 0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding — — Common stock, $ 0.01 par value, 110,000,000 shares authorized, 84,569,103 shares and 84,509,517 shares issued at March 31, 2023 and December 31, 2022, respectively 0.9 0.9 Additional paid-in capital 1,141.2 1,134.1 Accumulated other comprehensive loss ( 5.2 ) ( 5.2 ) Treasury stock, 17,575,527 shares, at cost, at March 31, 2023 and December 31, 2022, respectively ( 694.1 ) ( 694.1 ) Retained earnings 557.2 507.9 Non-controlling interests in subsidiaries 124.3 125.9 Total stockholders’ equity 1,124.3 1,069.5 Total liabilities and stockholders’ equity $ 7,786.7 $ 8,192.8 See accompanying notes to the condensed consolidated financial statements 3 | Financial Statements Delek US Holdings, Inc. Condensed Consolidated Statements of Income (unaudited) (In millions, except share and per share data) Three Months Ended March 31, 2023 2022 Net revenues $ 3,924.3 $ 4,459.1 Cost of sales: Cost of materials and other 3,439.6 4,152.5 Operating expenses (excluding depreciation and amortization presented below) 170.8 142.4 Depreciation and amortization 76.8 62.7 Total cost of sales 3,687.2 4,357.6 Operating expenses related to retail and wholesale business (excluding depreciation and amortization presented below) 27.0 27.4 General and administrative expenses 71.5 50.2 Depreciation and amortization 6.6 5.6 Other operating income, net ( 10.8 ) ( 28.4 ) Total operating costs and expenses 3,781.5 4,412.4 Operating income 142.8 46.7 Interest expense, net 76.5 38.4 Income from equity method investments ( 14.6 ) ( 10.9 ) Other (income) loss, net ( 7.1 ) 1.3 Total non-operating expense, net 54.8 28.8 Income before income tax expense 88.0 17.9 Income tax expense 15.8 3.1 Net income 72.2 14.8 Net income attributed to non-controlling interests 7.9 8.2 Net income attributable to Delek $ 64.3 $ 6.6 Basic income per share $ 0.96 $ 0.09 Diluted income per share $ 0.95 $ 0.09 Weighted average common shares outstanding: Basic 66,951,975 73,236,274 Diluted 67,369,374 73,649,266 See accompanying notes to the condensed consolidated financial statements 4 | Financial Statements Delek US Holdings, Inc. Condensed Consolidated Statements of Comprehensive Income (unaudited) (In millions) Three Months Ended March 31, 2023 2022 Net income $ 72.2 $ 14.8 Other comprehensive loss: Other loss, net of taxes — ( 0.1 ) Total other comprehensive loss — ( 0.1 ) Comprehensive income $ 72.2 $ 14.7 Comprehensive income attributable to non-controlling interest 7.9 8.2 Comprehensive income attributable to Delek $ 64.3 $ 6.5 See accompanying notes to the condensed consolidated financial statements 5 | Financial Statements Delek US Holdings, Inc. Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited) (In millions, except share and per share data) Three Months Ended March 31, 2023 Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings Treasury Shares Non-Controlling Interest in Subsidiaries Total Stockholders' Equity Shares Amount Shares Amount Balance at December 31, 2022 84,509,517 $ 0.9 $ 1,134.1 $ ( 5.2 ) $ 507.9 ( 17,575,527 ) $ ( 694.1 ) $ 125.9 $ 1,069.5 Net income — — — — 64.3 — — 7.9 72.2 Common stock dividends ($ 0.22 per share) — — — — ( 14.7 ) — — — ( 14.7 ) Distributions to non-controlling interests — — — — — — — ( 9.5 ) ( 9.5 ) Equity-based compensation expense — — 6.3 — — — — 0.1 6.4 Repurchase of common stock ( 16,292 ) — ( 0.2 ) — ( 0.2 ) — — — ( 0.4 ) Taxes paid due to the net settlement of equity-based compensation — — ( 0.5 ) — — — — ( 0.1 ) ( 0.6 ) Exercise of equity-based awards 53,643 — — — — — — — — Other 22,235 — 1.5 — ( 0.1 ) — — — 1.4 Balance at March 31, 2023 84,569,103 $ 0.9 $ 1,141.2 $ ( 5.2 ) $ 557.2 ( 17,575,527 ) $ ( 694.1 ) $ 124.3 $ 1,124.3 6 | Financial Statements Delek US Holdings, Inc. Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited) (Continued) (In millions, except share and per share data) Three Months Ended March 31, 2022 Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings As Adjusted Treasury Stock Non-Controlling Interest in Subsidiaries Total Stockholders' Equity As Adjusted Shares Amount Shares Amount Balance at December 31, 2021 91,772,080 $ 0.9 $ 1,206.5 $ ( 3.8 ) $ 384.7 ( 17,575,527 ) $ ( 694.1 ) $ 119.8 $ 1,014.0 Net income — — — — 6.6 — — 8.2 14.8 Equity-based compensation expense — — 5.3 — — — — 0.1 5.4 Distribution to non-controlling interest — — — — — — — ( 8.7 ) ( 8.7 ) Sale of Delek Logistics common limited partner units, net — — 8.5 — — — — 5.1 13.6 Purchase of Delek common stock from IEP Energy Holding LLC ( 3,497,268 ) — ( 64.0 ) — — — — — ( 64.0 ) Taxes paid due to the net settlement of equity-based compensation — — ( 0.3 ) — — — — — ( 0.3 ) Exercise of equity-based awards 45,800 — — — — — — — — Other — — — ( 0.1 ) — — — — ( 0.1 ) Balance at March 31, 2022 88,320,612 $ 0.9 $ 1,156.0 $ ( 3.9 ) $ 391.3 ( 17,575,527 ) $ ( 694.1 ) $ 124.5 $ 974.7 See accompanying notes to the condensed consolidated financial statements 7 | Financial Statements Delek US Holdings, Inc. Condensed Consolidated Statements of Cash Flows (unaudited) (In millions) Three Months Ended March 31, 2023 2022 Cash flows from operating activities: Net income $ 72.2 $ 14.8 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 83.4 68.3 Non-cash lease expense 15.4 13.4 Deferred income taxes 16.6 10.4 Income from equity method investments ( 14.6 ) ( 10.9 ) Dividends from equity method investments 8.7 6.6 Non-cash lower of cost or market/net realizable value adjustment ( 1.7 ) ( 8.5 ) Equity-based compensation expense 6.4 5.4 Other 3.3 4.7 Changes in assets and liabilities: Accounts receivable 395.9 ( 628.4 ) Inventories and other current assets 166.8 ( 465.2 ) Fair value of derivatives ( 0.4 ) ( 68.3 ) Accounts payable and other current liabilities ( 293.1 ) 988.6 Obligation under Inventory Intermediation Agreements ( 63.5 ) 101.8 Non-current assets and liabilities, net ( 0.3 ) ( 5.9 ) Net cash provided by operating activities 395.1 26.8 Cash flows from investing activities: Distributions from equity method investments 2.1 0.6 Purchases of property, plant and equipment ( 211.3 ) ( 29.5 ) Purchase of equity securities ( 7.5 ) — Purchases of intangible assets ( 0.6 ) ( 2.4 ) Proceeds from sale of property, plant and equipment — 1.0 Insurance proceeds — 0.1 Other ( 4.8 ) — Net cash used in investing activities ( 222.1 ) ( 30.2 ) Cash flows from financing activities: Proceeds from long-term revolvers 848.6 415.1 Payments on long-term revolvers ( 1,123.5 ) ( 409.0 ) Payments on term debt ( 6.1 ) ( 13.3 ) Proceeds from product financing agreements 335.0 317.9 Repayments of product financing agreements ( 236.1 ) ( 253.1 ) Proceeds from Inventory Intermediation Agreement 32.2 — Proceeds from termination of Supply & Offtake Obligation 25.8 — Taxes paid due to the net settlement of equity-based compensation ( 0.6 ) ( 0.3 ) Repurchase of common stock ( 0.4 ) — Distribution to non-controlling interest ( 9.5 ) ( 8.7 ) Proceeds from sale of Delek Logistics common limited partner units — 16.4 Purchase of Delek common stock from IEP Energy Holding LLC — ( 64.0 ) Dividends paid ( 14.7 ) — Net cash (used in) provided by financing activities ( 149.3 ) 1.0 Net increase (decrease) in cash and cash equivalents 23.7 ( 2.4 ) Cash and cash equivalents at the beginning of the period 841.3 856.5 Cash and cash equivalents at the end of the period $ 865.0 $ 854.1 Delek US Holdings, Inc. Condensed Consolidated Statements of Cash Flows (unaudited) (Continued) (In millions) Three Months Ended March 31, 2023 2022 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest, net of capitalized interest of $ 0.9 million and $ 0.4 million in the 2023,and 2022 periods, respectively $ 105.7 24.4 Income taxes $ 0.1 $ 1.0 Non-cash investing activities: (Decrease) Increase in accrued capital expenditures $ ( 19.2 ) $ 3.4 Non-cash financing activities: Non-cash lease liability arising from obtaining right-of-use assets during the period $ 19.8 $ 1.5 See accompanying notes to the condensed consolidated financial statements 8 | Notes to Condensed Financial Statements (Unaudited) Delek US Holdings, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 1. Organization and Basis of Presentation Delek US Holdings, Inc. operates through its consolidated subsidiaries, which include Delek US Energy, Inc. ("Delek Energy") (and its subsidiaries) and Alon USA Energy, Inc. ("Alon") (and its subsidiaries). The terms "we," "our," "us," "Delek" and the "Company" are used in this report to refer to Delek and its consolidated subsidiaries. Delek's common stock is listed on the New York Stock Exchange ("NYSE") under the symbol "DK." Our condensed consolidated financial statements include the accounts of Delek and its subsidiaries. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States ("U.S.") Generally Accepted Accounting Principles ("GAAP") have been condensed or omitted, although management believes that the disclosures herein are adequate to make the financial information presented not misleading. Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP applied on a consistent basis with those of the annual audited consolidated financial statements included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 1, 2023 (the "Annual Report on Form 10-K") and in accordance with the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2022 included in our Annual Report on Form 10-K. Our condensed consolidated financial statements include Delek Logistics Partners, LP ("Delek Logistics", NYSE:DKL), which is a variable interest entity ("VIE"). On June 1, 2022, DKL Delaware Gathering, LLC, a subsidiary of the Delek Logistics, acquired 100% of the limited liability company interests in 3 Bear Delaware Holding – NM, LLC ("3 Bear") from 3 Bear Energy – New Mexico LLC (subsequently renamed to Delek Delaware Gathering ("Delaware Gathering")), related to their crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, located in the Delaware Basin of New Mexico (the "Delaware Gathering Acquisition"). See Note 2 - Acquisitions for additional information. As the indirect owner of the general partner of Delek Logistics, we have the ability to direct the activities of this entity that most significantly impact its economic performance. We are also considered to be the primary beneficiary for accounting purposes for this entity and are Delek Logistics' primary customer. In the event that Delek Logistics incurs a loss, our operating results will reflect such loss, net of intercompany eliminations, to the extent of our ownership interest in this entity. In the opinion of management, all adjustments necessary for a fair presentation of the financial condition and the results of operations for the interim periods have been included. All significant intercompany transactions and account balances have been eliminated in consolidation. All adjustments are of a normal, recurring nature. Operating results for the interim period should not be viewed as representative of results that may be expected for any future interim period or for the full year. Reclassifications Certain prior period amounts have been reclassified in order to conform to the current period presentation. 2. Acquisitions Delek Delaware Gathering (formally 3 Bear) Delek Logistics completed the Delaware Gathering Acquisition on June 1, 2022 (the "Acquisition Date"), in which it acquired crude oil and natural gas gathering, processing and transportation and storage operations, as well as water disposal and recycling operations, located in the Delaware Basin of New Mexico. The purchase price for Delaware Gathering was $ 628.3 million. The Delaware Gathering Acquisition was financed through a combination of cash on hand and borrowings under the Delek Logistics' Revolving Facility (as discussed in Note 9 of these consolidated financial statements). For the three months ended March 31, 2023, we incurred no incremental direct acquisition and integration costs. Our consolidated financial and operating results reflect the Delaware Gathering Acquisition operations beginning June 1, 2022. Our results of operations included revenue and net income of $ 44.3 million and $ 11.5 million, respectively, for the three months ended March 31, 2023. The Delaware Gathering Acquisition was accounted for using the acquisition method of accounting, whereby the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their fair values. The excess of the consideration paid over the fair value of the net assets acquired was recorded as goodwill. 9 | Notes to Condensed Financial Statements (Unaudited) Determination of Purchase Price The table below represents the purchase price (in millions): Base purchase price: $ 624.7 Add: closing net working capital (as defined in the 3 Bear Purchase Agreement) 3.6 Less: closing indebtedness (as defined in the 3 Bear Purchase Agreement) ( 80.6 ) Cash paid for the adjusted purchase price 547.7 Cash paid to payoff 3 Bear credit agreement (as defined in the 3 Bear Purchase Agreement) 80.6 Purchase price $ 628.3 Purchase Price Allocation The following table summarizes the preliminary fair values of assets acquired and liabilities assumed in the Delaware Gathering Acquisition as of June 1, 2022 (in millions): Assets acquired: Cash and cash equivalents $ 2.7 Accounts receivables, net 28.9 Inventories 1.8 Other current assets 1.0 Property, plant and equipment 382.8 Operating lease right-of-use assets 7.4 Goodwill 14.8 Other intangibles, net (1) 223.5 Other non-current assets 0.5 Total assets acquired 663.4 Liabilities assumed: Accounts payable 8.0 Accrued expenses and other current liabilities 22.4 Current portion of operating lease liabilities 1.0 Asset retirement obligations 2.3 Operating lease liabilities, net of current portion 1.4 Total liabilities assumed 35.1 Fair value of net assets acquired $ 628.3 (1) The acquired intangible assets amount includes the following identified intangibles: • Customer relationships intangible that is subject to amortization with a preliminary fair value of $ 210.0 million, which will be amortized over an 11.6 -year useful life. • Rights-of-way intangible that is subject to amortization with a preliminary fair value of $ 13.5 million, which will be amortized over the weighted-average useful life of 25.4 years. These fair value estimates are preliminary and therefore, the final fair value of assets acquired and liabilities assumed and the resulting effect on our financial position may change once all necessary information has become available and we finalize our valuations. To the extent possible, estimates have been considered and recorded, as appropriate, for the items above based on the information available as of March 31, 2023. We will continue to evaluate these items until they are satisfactorily resolved and adjust our purchase price allocation accordingly, within the allowable measurement period (not to exceed one year from the date of acquisition), as defined by Accounting Standards Codification ("ASC") 805, Business Combinations ("ASC 805"). The fair value of property, plant and equipment was based on the combination of the cost and market approaches. Key assumptions in the cost approach include determining the replacement cost by evaluating recently published data and adjusting replacement cost for physical deterioration, functional and economic obsolescence. We used the market approach to measure the value of certain assets through an analysis of recent sales or offerings of comparable properties. The fair value of customer relationships was based on the income approach. Key assumptions in the income approach include projected revenue attributable to customer relationships, operating margins and discount rates. The fair values discussed above were based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements. The fair values of all other current assets and liabilities were equivalent to their carrying values due to their short-term nature. 10 | Notes to Condensed Financial Statements (Unaudited) The goodwill recognized in the Delaware Gathering Acquisition is primarily attributable to enhancing our third-party revenues, further diversification of our customer and product mix, expanding our footprint into the Delaware basin and bolstering our Environmental, Social and Governance ("ESG") optionality through furthering carbon capture opportunities and greenhouse gas reduction projects currently underway. This goodwill is deductible for income tax purposes. Goodwill related to the Delaware Gathering Acquisition is included in the logistics segment. Unaudited Pro Forma Financial Information The following table summarizes the unaudited pro forma financial information of the Company assuming the Delaware Gathering Acquisition had occurred on January 1, 2022. The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to the Delaware Gathering Acquisition based on available information and certain assumptions that management believes are factually supportable. The most significant pro forma adjustments relate to (i) incremental interest expense and amortization of deferred financing costs associated with revolving credit facility borrowings incurred in connection with the Delaware Gathering Acquisition, (ii) incremental depreciation resulting from the estimated fair values of acquired property, plant and equipment, (iii) incremental amortization resulting from the estimated fair values of acquired customer relationships intangible (iv) accounting policy alignment, and (v) transaction costs. The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of the Delaware Gathering Acquisition. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had the Delaware Gathering Acquisition been effective as of the dates presented, nor is it indicative of future operating results of the combined company. Actual results may differ significantly from the unaudited pro forma financial information. Three Months Ended March 31, (in millions, except per share data) 2022 Net sales $ 4,509.5 Net income attributable to Delek $ 0.5 Net income per share: Basic income per share $ 0.01 Diluted income per share $ 0.01 3. Segment Data We aggregate our operating units into three reportable segments: Refining, Logistics, and Retail. Operations that are not specifically included in the reportable segments are included in Corporate, Other and Eliminations, which consist of the following: • our corporate activities; • results of certain immaterial operating segments, including our Canadian crude trading operations (as discussed in Note 10); and • intercompany eliminations. During the fourth quarter 2022, we realigned our reportable segments for financial reporting purposes to reflect changes in the manner in which our chief operating decision maker, or CODM, assesses financial information for decision-making purposes. The change primarily represents reporting the operating results of wholesale crude operations within the refining segment. Prior to this change, wholesale crude operations were reported as part of corporate, other and eliminations. While this reporting change did not change our consolidated results, segment data for previous years has been restated and is consistent with the current year presentation throughout the financial statements and the accompanying notes. The disaggregated financial results for the reporting segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for the purposes of assisting internal operating decisions. The CODM evaluates performance based upon EBITDA attributable to Delek. We define EBITDA attributable to Delek for any period as net income (loss) attributable to Delek plus interest expense, income tax expense (benefit), depreciation and amortization. Segment EBITDA should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered alternatives to net income (loss), which is the most directly comparable financial measure to EBITDA that is in accordance with U.S. GAAP. Segment EBITDA, as determined and measured by us, should also not be compared to similarly titled measures reported by other companies. Assets by segment are not a measure used to assess the performance of the Company by the CODM and thus are not disclosed. Refining Segment The refining segment processes crude oil and other feedstocks for the manufacture of transportation motor fuels, including various grades of gasoline, diesel fuel and aviation fuel, asphalt and other petroleum-based products that are distributed through owned and third-party product terminals. The refining segment has a combined nameplate capacity of 302,000 barrels per day ("bpd") as of March 31, 2023, including the following: 11 | Notes to Condensed Financial Statements (Unaudited) • Tyler, Texas refinery (the "Tyler refinery"); • El Dorado, Arkansas refinery (the "El Dorado refinery"); • Big Spring, Texas refinery (the "Big Spring refinery"); and • Krotz Springs, Louisiana refinery (the "Krotz Springs refinery"). The refining segment also owns and operates three biodiesel facilities involved in the production of biodiesel fuels and related activities, located in Crossett, Arkansas, Cleburne, Texas and New Albany, Mississippi. Logistics Segment Our logistics segment owns and operates crude oil, refined products and natural gas logistics and marketing assets as well as water disposal and recycling assets. The logistics segment generates revenue by charging fees for gathering, transporting and storing crude oil and natural gas, marketing, distributing, transporting and storing intermediate and refined products and disposing and recycling water in select regions of the southeastern United States, the Delaware Basin in New Mexico and West Texas for our refining segment and third parties, and sales of wholesale products in the West Texas market. The operating results and assets acquired in the Delaware Gathering Acquisition have been included in the logistics segment since June 1, 2022. Retail Segment Our retail segment consists of 249 owned and leased convenience store sites as of March 31, 2023, located primarily in West Texas and New Mexico. These convenience stores typically offer various grades of fuel, food and beverage products, general merchandise, and certain food and other services. Substantially all of the motor fuel sold through our retail segment is supplied by our Big Spring refinery. Business Segment Operating Performance The following is a summary of business segment operating performance as measured by EBITDA for the period indicated (in millions): Three Months Ended March 31, 2023 (In millions) Refining Logistics Retail Corporate, Other and Eliminations Consolidated Net revenues (excluding intercompany fees and revenues) $ 3,600.8 $ 118.5 $ 205.0 $ — $ 3,924.3 Inter-segment fees and revenues 193.7 125.0 — ( 318.7 ) — Total revenues $ 3,794.5 $ 243.5 $ 205.0 $ ( 318.7 ) $ 3,924.3 Segment EBITDA attributable to Delek $ 192.1 $ 91.4 $ 6.4 $ ( 49.9 ) $ 240.0 Depreciation and amortization ( 56.6 ) ( 21.1 ) ( 2.7 ) ( 3.0 ) ( 83.4 ) Interest expense, net ( 9.0 ) ( 32.6 ) ( 0.2 ) ( 34.7 ) ( 76.5 ) Income tax expense ( 15.8 ) Net income attributable to Delek $ 64.3 Capital spending (excluding business combinations) $ 147.6 $ 36.1 $ 2.7 $ 5.7 $ 192.1 Three Months Ended March 31, 2022 (In millions) Refining Logistics Retail Corporate, Other and Eliminations Consolidated Net revenues (excluding intercompany fees and revenues) $ 4,166.5 $ 82.8 $ 209.5 $ 0.3 $ 4,459.1 Inter-segment fees and revenues 225.8 123.8 — ( 349.6 ) — Total revenues $ 4,392.3 $ 206.6 $ 209.5 $ ( 349.3 ) $ 4,459.1 Segment EBITDA attributable to Delek $ 80.0 $ 64.2 $ 10.3 $ ( 38.1 ) $ 116.4 Depreciation and amortization ( 52.8 ) ( 10.4 ) ( 3.5 ) ( 1.6 ) ( 68.3 ) Interest expense, net ( 0.6 ) ( 14.2 ) — ( 23.6 ) ( 38.4 ) Income tax expense ( 3.1 ) Net income attributable to Delek $ 6.6 Capital spending (excluding business combinations) $ 14.3 $ 9.1 $ 3.0 $ 6.5 $ 32.9 12 | Notes to Condensed Financial Statements (Unaudited) 4. Earnings Per Share Basic earnings per share (or "EPS") is computed by dividing net income by the weighted average common shares outstanding. Diluted earnings per share is computed by dividing net income, as adjusted for changes to income that would result from the assumed settlement of the dilutive equity instruments included in diluted weighted average common shares outstanding, by the diluted weighted average common shares outstanding. For all periods presented, we have outstanding various equity-based compensation awards that are considered in our diluted EPS calculation (when to do so would be dilutive), and is inclusive of awards disclosed in Note 16 to these condensed consolidated financial statements. For those instruments that are indexed to our common stock, they are generally dilutive when the market price of the underlying indexed share of common stock is in excess of the exercise price. The following table sets forth the computation of basic and diluted earnings per share. Three Months Ended March 31, 2023 2022 Numerator: Numerator for EPS Net income $ 72.2 $ 14.8 Less: Income attributed to non-controlling interest 7.9 8.2 Numerator for basic and diluted EPS attributable to Delek $ 64.3 $ 6.6 Denominator: Weighted average common shares outstanding (denominator for basic EPS) 66,951,975 73,236,274 Dilutive effect of stock-based awards 417,399 412,992 Weighted average common shares outstanding, assuming dilution (denominator for diluted EPS) 67,369,374 73,649,266 EPS: Basic income per share $ 0.96 $ 0.09 Diluted income per share $ 0.95 $ 0.09 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) 2,181,281 3,088,678 5. Delek Logistics Delek Logistics Delek Logistics is a publicly traded limited partnership formed by Delek in 2012 that owns and operates crude oil, refined products and natural gas logistics and marketing assets as well as water disposal and recycling assets. A substantial majority of Delek Logistics' assets are integral to Delek’s refining and marketing operations. As of March 31, 2023, we owned a 78.7 % interest in Delek Logistics, consisting of 34,311,278 common limited partner units and the non-economic general partner interest. The limited partner interests in Delek Logistics not owned by us are reflected in net income attributable to non-controlling interest in the accompanying consolidated statements of income and in non-controlling interest in subsidiaries in the accompanying consolidated balance sheets. We have agreements with Delek Logistics that, among other things, establish fees for certain administrative and operational services provided by us and our subsidiaries to Delek Logistics, provide certain indemnification obligations and establish terms for fee-based commercial logistics and marketing services provided by Delek Logistics and its subsidiaries to us. The revenues and expenses associated with these agreements are eliminated in consolidation. Delek Logistics is a VIE, as defined under GAAP, and is consolidated into our consolidated financial statements, representing our logistics segment. The assets of Delek Logistics can only be used to settle its own obligations and its creditors have no recourse to our assets. Exclusive of intercompany balances and the marketing agreement intangible asset between Delek Logistics and Delek which are eliminated in consolidation, the Delek Logistics consolidated balance sheets are included in the consolidated balance sheets of Delek. The Delek Logistics consolidated balance sheets are presented below (in millions): 13 | Notes to Condensed Financial Statements (Unaudited) As of March 31, 2023 As of December 31, 2022 ASSETS Cash and cash equivalents $ 11.0 $ 8.0 Accounts receivable 60.5 53.3 Inventory 2.7 1.5 Other current assets 2.7 2.4 Property, plant and equipment, net 941.1 924.0 Equity method investments 243.3 257.0 Operating lease right-of-use assets 24.9 24.8 Goodwill 27.1 27.1 Intangible assets, net 358.9 364.8 Other non-current assets 19.4 16.4 Total assets $ 1,691.6 $ 1,679.3 LIABILITIES AND DEFICIT Accounts payable $ 23.1 $ 57.4 Accounts payable to related parties 4.5 6.1 Current portion of long-term debt 15.0 15.0 Current portion of operating lease liabilities 8.1 8.0 Accrued expenses and other current liabilities 27.2 19.7 Long-term debt 1,693.2 1,646.6 Asset retirement obligations 9.5 9.3 Operating lease liabilities, net of current portion 12.2 12.1 Other non-current liabilities 16.2 15.8 Deficit ( 117.4 ) ( 110.7 ) Total liabilities and deficit $ 1,691.6 $ 1,679.3 6. Equity Method Investments Wink to Webster Pipeline Through our wholly-owned direct subsidiary Delek Energy, we own a 50 % investment in W2W Holdings LLC ("HoldCo") which was formed by us and MPLX Operations LLC ("MPLX") to obtain financing and fund capital calls associated with our collective and contributed interests in the Wink to Webster Pipeline LLC ("WWP") Joint Venture. The Company has determined that HoldCo is a VIE. While we have the ability to exert significant influence through participation in board and management committees, we are not the primary beneficiary since we do not have a controlling financial interest in HoldCo, and no single party has the power to direct the activities that most significantly impact HoldCo's economic performance. We account for HoldCo using the equity method of accounting. On June 2, 2022, HoldCo's wholly-owned finance LLC ("WWP Project Financing JV") refinanced its project finance debt using the proceeds from a $ 535.0 million senior secured notes issuance due January 31, 2032. In connection with this notes issuance, on June 2, 2022 the WWP Project Financing JV also entered into a senior secured credit agreement that provides for revolving loan commitments in an amount of up to $ 75.0 million and the issuance of letters of credit in an amount of up to $ 44.0 million. The maturity date of the revolver and letter credit commitments is June 2, 2027. Distributions received from WWP are first applied to service the WWP Project Financing JV debt, with excess distributions being made to the HoldCo members as provided for in the W2W Holdings LLC Agreement and as allowed for under its debt agreements. The obligations of the HoldCo members under the W2W Holdings LLC Agreement are guaranteed by the parents of the member entities. As of March 31, 2023, except for the guarantee of member obligations under the joint venture, we do not have other guarantees with or to HoldCo, nor any third-party associated with HoldCo contracted work. The Company's maximum exposure to any losses incurred by HoldCo is limited to its investment. As of March 31, 2023 and December 31, 2022, Delek's HoldCo investment balance totaled $ 53.5 million and $ 49.0 million, respectively, and is included in total assets in corporate, other and eliminations in our segment disclosure. For the three months ended March 31, 2023 and 2022, we recognized income of $ 4.5 million and $ 2.1 million, respectively, associated with HoldCo activities. Delek Logistics Investments Delek Logistics has a 33 % membership interest in Red River Pipeline Company LLC (“Red River”), which owns a 16-inch crude oil pipeline running from Cushing, Oklahoma to Longview, Texas. As of March 31, 2023 and December 31, 2022, Delek's investment balance in Red River totaled $ 141.6 million and $ 149.6 million, respectively. We recognized income on the investment totaling $ 3.8 million and $ 5.2 million for the three months ended March 31, 2023 and 2022, respectively. This investment is accounted for using the equity method and is included as part of total assets in our logistics segment. 14 | Notes to Condensed Financial Statements (Unaudited) In addition to Red River, Delek Logistics has two other joint ventures that own and operate logistics assets, and which serve third parties and subsidiaries of Delek. We own a 50 % membership interest in the entity formed with an affiliate of Plains All American Pipeline, L.P. to operate one of these pipeline systems (the "Caddo Pipeline") and a 33 % membership interest in Andeavor Logistics Rio Pipeline LLC which operates the other pipeline system (the "Rio Pipeline"). As of March 31, 2023 and December 31, 2022, Delek Logistics' investment balance in these joint ventures was $ 101.7 million and $ 107.4 million, respectively, and are accounted for using the equity method. We recognized income on these investments totaling $ 2.5 million and $ 1.8 million for the three months ended March 31, 2023 and 2022, respectively. Other Investments In addition to our pipeline joint ventures, we also have a 50 % interest in a joint venture that owns asphalt terminals located in the southwestern region of the U.S., as well as a 50 % interest in a joint venture that owns, operates and maintains a terminal consisting of an ethanol unit train facility with an ethanol tank in Arkansas. As of March 31, 2023 and December 31, 2022, Delek's investment balance in these joint ventures was $ 57.4 million and $ 53.7 million, respectively. We recognized income on these investments totaling $ 3.8 million and $ 1.8 million for the three months ended March 31, 2023 and 2022, respectively. Both investments are accounted for using the equity method. The investment in asphalt terminal operations is included as part of total assets in corporate, other and eliminations in our segment disclosure while the ethanol terminal operations is reflected in the refining segment. Combined summarized financial information for our equity method investees on a 100% basis is shown below (in millions): As of March 31, 2023 As of December 31, 2022 Current assets $ 132.2 $ 116.5 Non-current assets $ 1,326.3 $ 1,333.2 Current liabilities $ 28.7 $ 16.0 Non-current liabilities $ 547.6 $ 553.9 Three Months Ended March 31, 2023 2022 Revenues $ 84.9 $ 56.1 Gross profit $ 30.3 $ 21.1 Operating income $ 24.8 $ 17.0 Net income $ 31.4 $ 19.0 7. Inventory Crude oil feedstocks, refined products, blendstocks and asphalt inventory for all of our operations, excluding merchandise inventory in our retail segment, are stated at the lower of cost determined using FIFO basis or net realizable value. Retail merchandise inventory consists of cigarettes, beer, convenience merchandise and food service merchandise and is stated at estimated cost as determined by the retail inventory method. The following table presents the components of inventory for each period presented: Titled Inventory Inventory Intermediation Agreement (1) Total March 31, 2023 Feedstocks, raw materials and supplies $ 392.1 $ 152.4 $ 544.5 Refined products and blendstock 374.1 366.4 740.5 Merchandise inventory and other 29.7 — 29.7 Total $ 795.9 $ 518.8 $ 1,314.7 December 31, 2022 Feedstocks, raw materials and supplies $ 479.7 $ 163.8 $ 643.5 Refined products and blendstock 490.8 354.8 845.6 Merchandise inventory and other 29.4 — 29.4 Total $ 999.9 $ 518.6 $ 1,518.5 (1) Refer to Note 8 - Inventory Intermediation Obligations for further information. 15 | Notes to Condensed Financial Statements (Unaudited) At March 31, 2023, we recorded a pre-tax inventory valuation reserve of $ 9.5 million due to a market price decline below our cost of certain inventory products. At December 31, 2022, we recorded a pre-tax inventory valuation reserve of $ 11.2 million. For the three months ended March 31, 2023 and 2022, we recognized a net reduction (increase) in cost of materials and other in the accompanying condensed consolidated statements of income related to the change in pre-tax inventory valuation of $ 1.7 million and $ 8.5 million, respectively. 8. Inventory Intermediation Obligations The following table summarizes our outstanding obligations under our Inventory Intermediation Agreement and Supply and Offtake Agreements: As of March 31, 2023 As of December 31, 2022 Obligations under Inventory Intermediation Agreements Obligations related to Base Layer Volumes $ 479.1 $ 491.8 Current portion 57.1 49.9 Total Obligations under Inventory Intermediation Agreements $ 536.2 $ 541.7 Other (receivable) payable for monthly activity true-up $ ( 10.0 ) $ 5.6 Obligations under Supply and Offtake Agreements Other (receivable) payable for monthly activity true-up $ — $ ( 34.9 ) Included in the Inventory Intermediation Agreement and Supply and Offtake Agreements are cost of financing associated with the value of the inventory and other periodic charges, which we include in interest expense, net in the condensed consolidated statements of income. In addition to the cost of financing charges, we have other intermediation fees which include market structure settlements, where we may pay or receive amounts based on market conditions and volumes subject to the intermediation agreement. These market structure settlements are recorded in cost of materials and other in the condensed consolidated statements of income. The following table summarizes these fees: Three Months Ended March 31, 2023 2022 Net fees and expenses: Inventory intermediation fees $ 5.9 $ 19.1 Interest expense, net $ 14.0 $ 5.0 Inventory Intermediation Agreements On December 22, 2022, Delek entered into an inventory intermediation agreement ("Inventory Intermediation Agreement") with Citigroup Energy Inc. ("Citi") in connection with DK Trading & Supply, LLC ("DKTS"), an indirect subsidiary of Delek. Pursuant to the Inventory Intermediation Agreement, Citi will (i) purchase from and sell to DKTS crude oil and other petroleum feedstocks in connection with refining processing operations at El Dorado, Big Spring, and Krotz Springs, (ii) purchase from and sell to DKTS all refined products produced by such refineries other than certain excluded products and (iii) in connection with such purchases and sales, DKTS will enter into certain market risk hedges in each case, on the terms and subject to certain conditions. The Inventory Intermediation Agreement results in up to $ 800 million of working capital capacity for DKTS. As of March 31, 2023, we had letters of credit outstanding of $ 90.0 million supporting the Inventory Intermediation Agreement. The Inventory Intermediation Agreement expires December 30, 2024, subject to an extension that can be executed by Citi for an additional twelve months . Prior to December 30, 2022, Delek had Supply and Offtake Agreements (the "Supply and Offtake Agreements" or the "J. Aron Agreements") with J. Aron & Company ("J. Aron"). The Inventory Intermediation Agreement replaced the Supply and Offtake Agreements that expired on December 30, 2022. The Inventory Intermediation Agreement provides for the lease to Citi of crude oil and refined product storage facilities. At the inception of the Inventory Intermediation Agreement, we transferred title to a certain number of barrels of crude and other inventories to Citi, and the Inventory Intermediation Agreement requires the repurchase of the remaining inventory (including certain "Base Layer Volumes") at the termination. As of March 31, 2023 and December 31, 2022, the volumes subject to the Inventory Intermediation Agreement totaled 6.4 million barrels and 6.3 million barrels, including Base Layer Volumes associated with our non-current inventory intermediation obligation of 5.5 million barrels. The Inventory Intermediation Agreement is accounted for as an inventory financing arrangement under the fair value election provided by ASC 815 Derivatives and Hedging ("ASC 815") and ASC 825, Financial Instruments ("ASC 825"). Therefore, the crude oil and refined products barrels subject to the Inventory Intermediation Agreement will continue to be reported in our condensed consolidated balance sheets until processed and sold to a third party. At each reporting period, we record a liability equal to the repurchase obligation to Citi at current market prices. The repurchase obligations associated with the Base Layer Volumes are reflected as non-current liabilities on our condensed consolidated balance sheet to the extent that they are not contractually due within twelve months. The remaining obligation resulting from our monthly activity, including long and short inventory positions valued at market-indexed pricing, are included in current liabilities (or receivables) on our condensed consolidated balance sheet. 16 | Notes to Condensed Financial Statements (Unaudited) Gains (losses) related to changes in fair value due to commodity-index price are recorded as a component of cost of materials and other in the condensed consolidated statements of income. With respect to the repurchase obligation, for the three months ended March 31, 2023, we recognized gains of $ 12.7 million attributable to changes in fair value due to commodity-index price. Supply & Offtake Agreements Prior to December 30, 2022, Delek was a party to Supply and Offtake Agreements with J. Aron in connection with its El Dorado, Big Spring and Krotz Springs refineries. Pursuant to the Supply and Offtake Agreements, (i) J. Aron agreed to sell to us, and we agreed to buy from J. Aron, at market prices, crude oil for processing at these refineries and (ii) we agreed to sell, and J. Aron agreed to buy, at market prices, certain refined products produced at these refineries. The repurchase of Baseline Volumes at the end of the Supply and Offtake Agreement term (representing the "Baseline Step-Out Liability" or, collectively, the "Baseline Step-Out Liabilities") continued to be recorded at fair value under the fair value election included under ASC 815 and ASC 825. The Baseline Step-Out Liabilities had a floating component whose fair value reflected changes to commodity price risk with changes in fair value recorded in cost of materials. For the three months ended March 31, 2022, we recognized gains in cost of materials and other attributable to changes in fair value due to commodity-index price totaling $ 148.8 million. 9. Long-Term Obligations Outstanding borrowings under debt instruments are as follows (in millions): March 31, 2023 December 31, 2022 Delek Revolving Credit Facility $ 150.0 $ 450.0 Delek Term Loan Credit Facility 947.6 950.0 Delek Logistics Revolving Facility 770.6 720.5 Delek Logistics Term Loan Facility 296.3 300.0 Delek Logistics 2025 Notes 250.0 250.0 Delek Logistics 2028 Notes 400.0 400.0 United Community Bank Revolver 25.0 50.0 Principle amount of long-term debt 2,839.5 3,120.5 Less: Unamortized discount and deferred financing costs ( 64.5 ) ( 66.8 ) Total debt, net of unamortized discount and deferred financing costs 2,775.0 3,053.7 Less: Current portion of long-term debt 49.5 74.5 Long-term debt, net of current portion $ 2,725.5 $ 2,979.2 Delek Term Loan Credit Facility The Delek Term Loan Credit Facility principal of $ 950.0 million was drawn on November 18, 2022 at a discount of 4.00 %. This senior secured facility allows for $ 400.0 million in incremental loans subject to certain restrictions. Repayment terms include quarterly principal payments of $ 2.4 million with the balance of principal due on November 19, 2029. At Delek’s option, borrowings bear interest at either the Adjusted Term Secured Overnight Financing Rate ("SOFR") or base rate as defined by the agreement, plus an applicable margin of 2.50 % per annum with respect to base rate borrowings and 3.50 % per annum with respect to SOFR borrowings. At March 31, 2023 and December 31, 2022, the weighted average borrowing rate was approximately 8.41 % and 7.92 %; respectively. The effective interest rate was 9.71 % as of March 31, 2023. Delek Logistics Term Loan Facility The Delek Logistics Term Loan Facility principal of $ 300.0 million was drawn on October 13, 2022. This senior secured facility requires four quarterly amortization payments of $ 3.8 million in 2023 and three quarterly amortization payments of $ 7.5 million in 2024 with final maturity and principal due on October 13, 2024. At Delek Logistics' option, borrowings bear interest at either the SOFR or U.S. dollar prime rate, plus an applicable margin. The applicable margin is 2.50 % for the first year and 3.00 % for the second year for U.S. dollar primate rate borrowings. SOFR borrowings include a credit spread adjustment of 0.10 % to 0.25 % plus an applicable margin of 3.50 % for the first year and 4.00 % for the second year. At March 31, 2023 and December 31, 2022, the weighted average borrowing rate was approximately 8.41 % and 7.92 %, respectively. The effective interest rate was 8.83 % as of March 31, 2023. 17 | Notes to Condensed Financial Statements (Unaudited) Revolving Credit Facilities Available capacity and amounts outstanding for each of our revolving credit facilities as of March 31, 2023 are shown below (in millions): Total Capacity Outstanding Borrowings Outstanding Letters of Credit Available Capacity Maturity Date Delek Revolving Credit Facility (1) $ 1,100.0 $ 150.0 $ 238.6 $ 711.4 October 26, 2027 Delek Logistics Revolving Facility (2) 900.0 770.6 — 129.4 October 13, 2027 United Community Bank Revolver (3) 50.0 25.0 — 25.0 June 30, 2023 (1) Total Capacity includes letters of credit up to $ 500.0 million. This facility requires a quarterly unused commitment fee based on average commitment usage, currently at 0.30 % per annum. Interest is measured at either the SOFR, base rate, or Canadian dollar bankers’ acceptances rate (“CDOR”), plus an applicable margin of 0.25 % to 0.75 % per annum with respect to base rate borrowings or 1.25 % to 1.75 % per annum with respect to SOFR and CDOR. As of March 31, 2023 and December 31, 2022, the weighted average interest rate was 6.31 % and 5.67 %, respectively. (2) Total Capacity includes letters of credit up to $ 115.0 million and $ 25.0 million for swing line loans. This facility requires a quarterly unused commitment fee based on average commitment usage, currently at 0.50 % per annum. Interest is measured at either the U.S. dollar prime rate plus an applicable margin of 1.00 % to 2.00 % depending on Delek Logistics’ leverage ratio, or a SOFR rate plus a credit spread adjustment of 0.10 % to 0.25 % and an applicable margin ranging from 2.00 % to 3.00 % depending on the leverage ratio. As of March 31, 2023 and December 31, 2022, the weighted average interest rate was 7.57 % and 7.55 %, respectively. (3) Requires a quarterly fee of 0.50 % per year on the average unused revolving commitment. The weighted average borrowing rate as of March 31, 2023 and December 31, 2022 was 7.00 % and 6.75 %, respectively. Delek Logistics 2025 Notes Our Delek Logistics 2025 Notes are general unsecured senior obligations comprised of $ 250.0 million in aggregate principal of 6.75 % senior notes maturing on May 15, 2025. The Delek Logistics 2025 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by Delek Logistics' existing subsidiaries (other than Finance Corp.) and will be unconditionally guaranteed on the same basis by certain of Delek Logistics' future subsidiaries. Interest is payable semi-annually in arrears on May 15 and November 15. As of March 31, 2023, the effective interest rate was 7.19 %. Delek Logistics 2028 Notes Our Delek Logistics 2028 Notes are general unsecured senior obligations comprised of $ 400.0 million in aggregate principal amount of 7.125 % senior notes maturing June 1, 2028. The Delek Logistics 2028 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by Delek Logistics’ subsidiaries (other than Finance Corp.) and will be unconditionally guaranteed on the same basis by certain of Delek Logistics’ future subsidiaries. Interest is payable semi-annually in arrears on June 1 and December 1. As of March 31, 2023, the effective interest rate was 7.40 %. Guarantees Under Revolver and Term Facilities The obligations of the borrowers under the Delek Term Loan Credit Facility and the Delek Revolving Credit Facility are guaranteed by Delek and each of its direct and indirect, existing and future, wholly-owned domestic subsidiaries, subject to customary exceptions and limitations, and excluding Delek Logistics Partners, LP, Delek Logistics GP, LLC, and each subsidiary of the foregoing (collectively, the "MLP Subsidiaries"). Borrowings under the Delek Term Loan Credit Facility and the Delek Revolving Credit Facility are also guaranteed by DK Canada Energy ULC, a British Columbia unlimited liability company and a wholly-owned restricted subsidiary of Delek. The obligations under the Delek Logistics Revolving Facility and Term Loan Facility are secured by first priority liens on substantially all of Delek Logistics' tangible and intangible assets. Restrictive Terms and Covenants Under the terms of our debt facilities, we are required to comply with usual and customary financial and non-financial covenants. Certain of our debt facilities contain limitations on future transactions such as incurrence of additional indebtedness, investments, affiliate transactions, asset acquisitions or dispositions, and dividends or distributions. As of March 31, 2023, we were in compliance with covenants on all of our debt instruments. Some of Delek's subsidiaries have restrictions in their respective credit facilities limiting their use of assets. As of March 31, 2023, we had no subsidiaries with restricted net assets which would prohibit earnings from being transferred to the parent company for its use. 18 | Notes to Condensed Financial Statements (Unaudited) 10. Derivative Instruments We use the majority of our derivatives to reduce normal operating and market risks with the primary objective of reducing the impact of market price volatility on our results of operations. As such, our use of derivative contracts is aimed at: • limiting our exposure to commodity price fluctuations on inventory above or below target levels (where appropriate) within each of our segments; • managing our exposure to commodity price risk associated with the purchase or sale of crude oil, feedstocks/intermediates and finished grade fuel within each of our segments; • managing our exposure to market crack spread fluctuations; • managing the cost of our credits required by the U.S. Environmental Protection Agency ("EPA") to blend biofuels into fuel products ("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. We primarily utilize commodity swaps, futures, forward contracts and options contracts, generally with maturity dates of three years or less, and from time to time interest rate swaps or caps to achieve these objectives. Futures contracts are standardized agreements, traded on a futures exchange, to buy or sell the commodity at a predetermined price and location at a specified future date. Options provide the right, but not the obligation to buy or sell a commodity at a specified price in the future. Commodity swaps and futures contracts require cash settlement for the commodity based on the difference between a fixed or floating price and the market price on the settlement date, and options require payment/receipt of an upfront premium. Because these derivatives are entered into to achieve objectives specifically related to our inventory and production risks, such gains and losses (to the extent not designated as accounting hedges and recognized on an unrealized basis in other comprehensive income) are recognized in cost of materials and other. Forward contracts are agreements to buy or sell a commodity at a predetermined price at a specified future date, and for our transactions, generally require physical delivery. Forward contracts where the underlying commodity will be used or sold in the normal course of business qualify as normal purchases and normal sales ("NPNS") pursuant to ASC 815. If we elect the NPNS exception, such forward contracts are not accounted for as derivative instruments but rather are accounted for under other applicable GAAP. Commodity forward contracts accounted for as derivative instruments are recorded at fair value with changes in fair value recognized in earnings in the period of change. Our Canadian crude trading operations are accounted for as derivative instruments, and the related unrealized and realized gains and losses are recognized in other operating income, net on the condensed consolidated statements of income. Additionally, as of and for the three months ended March 31, 2023, other forward contracts accounted for as derivatives that are specific to managing crude costs rather than for trading purposes are recognized in cost of materials and other on the condensed consolidated statements of income in our refining segment, and are included in our disclosures of commodity derivatives in the tables below. Futures, swaps or other commodity related derivative instruments that are utilized to specifically provide economic hedges on our Canadian forward contract or investment positions are recognized in other operating income, net because that is where the related underlying transactions are reflected. From time to time, we also enter into future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage the costs associated with our RINs Obligation. These future RINs commitment contracts meet the definition of derivative instruments under ASC 815, and are recorded at estimated fair value in accordance with the provisions of ASC 815. Changes in the fair value of these future RINs commitment contracts are recorded in cost of materials and other on the condensed consolidated statements of income. As of March 31, 2023, we do not believe there is any material credit risk with respect to the counterparties to any of our derivative contracts. 19 | Notes to Condensed Financial Statements (Unaudited) The following table presents the fair value of our derivative instruments as of March 31, 2023 and December 31, 2022. The fair value amounts below are presented on a gross basis and do not reflect the netting of asset and liability positions permitted under our master netting arrangements, including cash collateral on deposit with our counterparties. We have elected to offset the recognized fair value amounts for multiple derivative instruments executed with the same counterparty in our financial statements. As a result, the asset and liability amounts below differ from the amounts presented in our consolidated balance sheets. See Note 11 for further information regarding the fair value of derivative instruments (in millions). March 31, 2023 December 31, 2022 Derivative Type Balance Sheet Location Assets Liabilities Assets Liabilities Derivatives not designated as hedging instruments: Commodity derivatives (1) Other current assets $ 213.9 $ ( 197.8 ) $ 217.1 $ ( 204.4 ) Commodity derivatives (1) Other current liabilities 54.6 ( 58.1 ) 101.0 ( 129.5 ) Commodity derivatives (1) Other long-term assets 2.9 ( 2.3 ) 1.1 ( 0.8 ) RINs commitment contracts (2) Other current assets 4.1 — 9.7 — RINs commitment contracts (2) Other current liabilities — ( 14.4 ) — ( 6.6 ) Total gross fair value of derivatives 275.5 ( 272.6 ) 328.9 ( 341.3 ) Less: Counterparty netting and cash collateral (3) 254.6 ( 253.5 ) 306.2 ( 320.0 ) Total net fair value of derivatives $ 20.9 $ ( 19.1 ) $ 22.7 $ ( 21.3 ) (1) As of March 31, 2023 and December 31, 2022, we had open derivative positions representing 178,925,171 and 158,307,020 barrels, respectively, of crude oil and refined petroleum products. Additionally, as of March 31, 2023 and December 31, 2022, we had open derivative positions representing 4,600,000 and 2,310,000 million British Thermal Units ("MMBTU"), respectively, of natural gas products. (2) As of March 31, 2023 and December 31, 2022, we had open RINs commitment contracts representing 133,850,000 and 259,022,967 RINs, respectively. (3) As of March 31, 2023 and December 31, 2022, $( 1.1 ) million and $ 13.8 million, respectively, of cash (obligation) collateral held by counterparties has been netted with the derivatives with each counterparty. Total gains (losses) on our non-trading commodity derivatives and RINs commitment contracts recorded in the consolidated statements of income are as follows (in millions) (2) : Three Months Ended March 31, 2023 2022 Gains (losses) on hedging derivatives not designated as hedging instruments recognized in cost of materials and other (1) $ 5.3 $ ( 71.4 ) Losses on non-trading physical forward contract commodity derivatives in cost of materials and other ( 2.4 ) ( 3.4 ) Total gains (losses) $ 2.9 $ ( 74.8 ) (1) Gains (losses) on commodity derivatives that are economic hedges but not designated as hedging instruments include unrealized gains (losses) of $ 30.0 million and $( 70.7 ) million for the three months ended March 31, 2023 and 2022. (2) See separate table below for disclosures about "trading derivatives." 20 | Notes to Condensed Financial Statements (Unaudited) Total gains (losses) on our trading derivatives (none of which were designated as hedging instruments) recorded in other operating (income) expense, net on the condensed consolidated statements of income are as follows (in millions): Three Months Ended March 31, 2023 2022 Trading Physical Forward Contract Commodity Derivatives Realized gains $ 1.4 $ 18.0 Unrealized losses ( 1.8 ) ( 0.4 ) Total $ ( 0.4 ) $ 17.6 Trading Hedging Commodity Derivatives Realized gains $ 1.4 $ 15.0 Unrealized gains (losses) 1.1 ( 17.2 ) Total $ 2.5 $ ( 2.2 ) 11. Fair Value Measurements Our assets and liabilities that are measured at fair value include commodity derivatives, investment commodities, environmental credits obligations, our Inventory Intermediation Agreement, and Supply and Offtake Agreements. ASC 820, Fair Value Measurements ("ASC 820"), requires disclosures that categorize assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included within Level 1 for the asset or liability, either directly or indirectly through market-corroborated inputs. Level 3 inputs are unobservable inputs for the asset or liability reflecting our assumptions about pricing by market participants. Our commodity derivative contracts, which consist of commodity swaps, exchange-traded futures, options and physical commodity forward purchase and sale contracts (that do not qualify for the NPNS exception under ASC 815), are valued based on exchange pricing and/or price index developers such as Platts or Argus and are, therefore, classified as Level 2. To the extent that we have purchased RINs or transferred RINs to our refineries, each refinery’s RINs Obligation may be a surplus or deficit at the end of each reporting period (their respective “Net RINs Obligation”). Because our Net RINs Obligations exceed the RINs we are able to generate annually on a consolidated basis, and because we have the legal ability to transfer RINs generated or purchased through any of our entities to our obligated parties as needed, we view and manage the Company’s individual Net RINs Obligations, as well as any non-obligated party RINs holdings, on a consolidated basis. Therefore, the sum of our individual obligated parties’ Net RINs Obligations as well as RINs held by our non-obligated parties which meet our recognition criteria, comprises the Company’s “Consolidated Net RINs Obligation.” Our RINs commitment contracts are future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage the costs associated with our Consolidated Net RINs Obligation. These RINs commitment contracts (which are forward contracts accounted for as derivatives – see Note 10) are categorized as Level 2, and are measured at fair value based on quoted prices from an independent pricing service. Our environmental credits obligation surplus or deficit includes the Consolidated Net RINs Obligation surplus or deficit, as well as other environmental credit obligation surplus or deficit positions subject to fair value accounting pursuant to our accounting policy. The environmental credits obligation surplus or deficit is categorized as Level 2, if measured at fair value either directly through observable inputs or indirectly through market-corroborated inputs, and gains (losses) related to changes in fair value are recorded as a component of cost of materials and other in the consolidated statements of income. With respect to our Consolidated Net RINs Obligation surplus or deficit, we recognized gains (losses) on changes in fair value totaling $ 0.3 million and $( 1.1 ) million for the three months ended March 31, 2023 and 2022, respectively, primarily attributable to changes in the market prices of the underlying credits that occurred at the end of each quarter. 21 | Notes to Condensed Financial Statements (Unaudited) As of and for the three months ended March 31, 2023 and 2022, we elected to account for our Inventory Intermediation step-out liability and our J. Aron step-out liability at fair value in accordance with ASC 825, as it pertains to the fair value option. This standard permits the election to carry financial instruments and certain other items similar to financial instruments at fair value on the balance sheet, with all changes in fair value reported in earnings. With respect to the Inventory Intermediation Agreement and the amended and restated Supply and Offtake Agreements, we apply fair value measurement as follows: (1) we determine fair value for our amended variable step-out liability based on changes in fair value related to market volatility based on a floating commodity-index price, and for our amended fixed step-out liability based on changes to interest rates and the timing and amount of expected future cash settlements where such obligation is categorized as Level 2. Gains (losses) related to changes in fair value due to commodity-index price are recorded as a component of cost of materials and other, and changes in fair value due to interest rate risk are recorded as a component of interest expense in the condensed consolidated statements of income; and (2) we determine fair value of the commodity-indexed revolving over/short inventory financing liability based on the market prices for the consigned crude oil and refined products collateralizing the financing/funding where such obligation is categorized as Level 2 and is presented in the current portion of the Obligation under Inventory Intermediation Agreement on our condensed consolidated balance sheets. Gains (losses) related to the change in fair value are recorded as a component of cost of materials and other in the consolidated statements of income. See Note 8 for discussion of gains and losses recognized from changes in fair value. The fair value of the Delek Logistics 2028 Notes is measured based on quoted market prices in an active market, defined as Level 1 in the fair value hierarchy. The carrying value (excluding unamortized debt issuance costs) and estimated fair value of these notes was $ 400.0 million and $ 365.4 million, respectively, as of March 31, 2023, and $ 400.0 million and $ 359.7 million, respectively, at December 31, 2022. The fair value approximates the historical or amortized cost basis comprising our carrying value for all other financial instruments and therefore are not included in the table below. The fair value hierarchy for our financial assets and liabilities accounted for at fair value on a recurring basis was as follows (in millions): As of March 31, 2023 Level 1 Level 2 Level 3 Total Assets Commodity derivatives $ — $ 271.4 $ — $ 271.4 RINs commitment contracts — 4.1 — 4.1 Total assets — 275.5 — 275.5 Liabilities Commodity derivatives — ( 258.2 ) — ( 258.2 ) RINs commitment contracts — ( 14.4 ) — ( 14.4 ) Environmental credits obligation deficit — ( 136.0 ) — ( 136.0 ) Inventory Intermediation Agreement obligation — ( 536.2 ) — ( 536.2 ) Total liabilities — ( 944.8 ) — ( 944.8 ) Net liabilities $ — $ ( 669.3 ) $ — $ ( 669.3 ) As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets Commodity derivatives $ — $ 319.2 $ — $ 319.2 RINs commitment contracts — 9.7 — 9.7 Total assets — 328.9 — 328.9 Liabilities Commodity derivatives — ( 334.7 ) — ( 334.7 ) RINs commitment contracts — ( 6.6 ) — ( 6.6 ) Environmental credits obligation deficit — ( 295.5 ) — ( 295.5 ) Inventory Intermediation Agreement obligation — ( 541.7 ) — ( 541.7 ) Total liabilities — ( 1,178.5 ) — ( 1,178.5 ) Net liabilities $ — $ ( 849.6 ) $ — $ ( 849.6 ) The derivative values above are based on analysis of each contract as the fundamental unit of account as required by ASC 820. In the table above, derivative assets and liabilities with the same counterparty are not netted where the legal right of offset exists. This differs from the presentation in the financial statements which reflects our policy, wherein we have elected to offset the fair value amounts recognized for multiple derivative instruments executed with the same counterparty and where the legal right of offset exists. As of March 31, 2023 and December 31, 2022, $( 1.1 ) million and $ 13.8 million, respectively, of cash (obligation) collateral was held by counterparty brokerage firms and has been netted with the net derivative positions with each counterparty. See Note 10 for further information regarding derivative instruments. 22 | Notes to Condensed Financial Statements (Unaudited) Non-Recurring Fair Value Measurements The Delaware Gathering Acquisition was accounted for as a business combination using the acquisition method of accounting, with the assets acquired and liabilities assumed at their respective acquisition date fair values at the closing date. The fair value measurements were based on a combination of valuation methods including discounted cash flows, the market approach and obsolescence adjusted replacement costs, all of which are Level 3 inputs. 12. Commitments and Contingencies Litigation In the ordinary conduct of our business, we are from time to time subject to lawsuits, investigations and claims, including environmental claims and employee-related matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, including civil penalties or other enforcement actions, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our financial statements. Certain environmental matters that have or may result in penalties or assessments are discussed below in the "Environmental, Health and Safety" section of this note. Environmental, Health and Safety We are subject to extensive federal, state and local environmental and safety laws and regulations enforced by various agencies, including the EPA, the United States Department of Transportation and the Occupational Safety and Health Administration, as well as numerous state, regional and local environmental, safety and pipeline agencies. These laws and regulations govern the discharge of materials into the environment, waste management practices, pollution prevention measures and the composition of the fuels we produce, as well as the safe operation of our plants and pipelines and the safety of our workers and the public. Numerous permits or other authorizations are required under these laws and regulations for the operation of our refineries, renewable fuels facilities, terminals, pipelines, underground storage tanks, trucks, rail cars and related operations, and may be subject to revocation, modification and renewal. These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters which could include soil and water contamination, air pollution, personal injury and property damage allegedly caused by substances which we manufactured, handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which we have assumed responsibility. We believe that our current operations are in substantial compliance with existing environmental and safety requirements. However, there have been and will continue to be ongoing discussions about environmental and safety matters between us and federal and state authorities, including notices of violations, citations and other enforcement actions, some of which have resulted or may result in changes to operating procedures and in capital expenditures. While it is often difficult to quantify future environmental or safety related expenditures, we anticipate that continuing capital investments and changes in operating procedures will be required for the foreseeable future to comply with existing and new requirements, as well as evolving interpretations and more strict enforcement of existing laws and regulations. As of March 31, 2023, we have recorded an environmental liability of approximately $ 114.6 million, primarily related to the estimated probable costs of remediating or otherwise addressing certain environmental issues of a non-capital nature at our refineries, as well as terminals, some of which we no longer own. This liability includes estimated costs for ongoing investigation and remediation efforts for known contamination of soil and groundwater. Approximately $ 3.1 million of the total liability is expected to be expended over the next 12 months, with most of the balance expended by 2032, although some costs may extend up to 30 years. In the future, we could be required to extend the expected remediation period or undertake additional investigations of our refineries, pipelines and terminal facilities, which could result in the recognition of additional remediation liabilities. Included in our environmental liabilities as of both March 31, 2023 and December 31, 2022 is a liability totaling $ 78.5 million related to a property that we have historically operated as an asphalt and marine fuel terminal both as an owner and, subsequently, as a lessee under an in-substance lease agreement (the “License Agreement”). The License Agreement, which provided us the license to continue operating our asphalt and marine fuel terminal operations on the property for a term of ten years and expired in June 2020, also ascribed a contractual noncontingent indemnification guarantee to certain of our wholly-owned subsidiaries related to certain incremental environmental remediation activities, predicated on the completion of certain property development activities ascribed to the lessor. Our combined liability, comprised of our environmental liability plus the estimated fair value of the noncontingent guarantee liability, was recorded in connection with the Delek/Alon Merger, effective July 1, 2017. While the License Agreement expired in June 2020, it is currently being disputed in litigation where we have determined that no loss accrual is necessary and that the amount of incremental loss that is reasonably possible is immaterial as of March 31, 2023. Such ongoing dispute causes sufficient uncertainty around the release of risk and the appropriate joint and several liability allocations thereunder that we cannot currently determine a more reasonable estimate of the potential total contingent liability that is probable, nor do we have sufficient information to better estimate the fair value of any remaining noncontingent guarantee liability. As such, as of March 31, 2023 and December 31, 2022, except for accretion and expenditures, our combined environmental liability related to the terminal and property remained unchanged. 23 | Notes to Condensed Financial Statements (Unaudited) We are also subject to various regulatory requirements related to carbon emissions and the compliance requirements to remit environmental credit obligations due to the EPA or other regulatory agencies, the most significant of which relates to the RINs Obligation subject to the EPA’s RFS-2 regulations. The RFS-2 regulations are highly complex and evolving, requiring us to periodically update our compliance systems. As part of our on-going monitoring and compliance efforts, on an annual basis we engage a third party to perform procedures to review our RINs inventory, processes and compliance. The results of such procedures may include procedural findings but may also include findings regarding the usage of RINs to meet past obligations, the treatment of exported RINs, and the propriety of RINs on-hand and related adjustments to our RINs inventory, which (to the extent they are valued) offset our RINs Obligation. Such adjustments may also require communication with the EPA if they involve reportable non-compliance which could lead to the assessment of penalties. Other Losses and Contingencies Delek maintains property damage insurance policies which have varying deductibles. Delek also maintains business interruption insurance policies, with varying coverage limits and waiting periods. Covered losses in excess of the deductible and outside of the waiting period will be recoverable under the property and business interruption insurance policies. El Dorado Refinery Fire On February 27, 2021, our El Dorado refinery experienced a fire in its Penex unit. Contrary to initial assessments, and despite occurring during the early stages of turnaround activity, the facility suffered operational disruptions as a result of the fire. We continue to incur repair costs that may be recoverable under property and casualty insurance policies. During the three months ended March 31, 2022, we recognized a gain of $ 4.3 million related to business interruption claims. This gain is included in other operating income in the condensed consolidated statements of income. If applicable, we accrue receivables for probable insurance or other third-party recoveries. Work to determine the full extent of covered business interruption and property and casualty losses and potential insurance claims is ongoing and may result in the future recognition of insurance recoveries. Big Spring Refinery Fire On November 29, 2022, our Big Spring refinery experienced a fire in its diesel hydrotreater unit. The facility suffered operational disruptions as a result of the fire. Accelerated depreciation due to property damaged in the fire was immaterial. We incurred repair costs that may be recoverable under property and casualty insurance policies and we submitted a claim in 2023. If applicable, we accrue receivables for probable insurance or other third-party recoveries. Work to determine the full extent of covered property losses and potential insurance claims is ongoing and may result in the future recognition of insurance recoveries. Winter Storm Uri During February 2021, the Company experienced a severe weather event ("Winter Storm Uri") which temporarily impacted operations at all of our refineries. Due to the extreme freezing conditions, we experienced reduced throughputs at our refineries as there was a disruption in the crude supply, as well as damages to various units at our refineries requiring additional operating and capital expenditures. We continue to incur repair costs that may be recoverable under property and casualty insurance policies. In addition, during the three months ended March 31, 2023 and 2022, we recognized a gain of $ 5.1 million and $ 5.7 million, respectively, related to property and business interruption claims. If applicable, we accrue receivables for probable insurance or other third-party recoveries. Work to determine the full extent of covered business interruption and property and casualty losses and potential insurance claims is ongoing and is expected to result in additional future recognition of insurance recoveries. Crude Oil and Other Releases There were no material releases that occurred during the three months ended March 31, 2023. For other releases that occurred in prior years, we have received regulatory closure or a majority of the cleanup and remediation efforts are substantially complete. We do not anticipate material costs associated with any fines or penalties or to complete activities that may be needed to achieve regulatory closure. Expenses incurred for the remediation of these crude oil and other releases are included in operating expenses in our condensed consolidated statements of income. Letters of Credit As of March 31, 2023, we had in place letters of credit totaling approximately $ 238.6 million with various financial institutions securing obligations primarily with respect to our commodity transactions for the refining segment and certain of our insurance programs. There were no amounts drawn by beneficiaries of these letters of credit at March 31, 2023. 13. Income Taxes Under ASC 740, Income Taxes (“ASC 740”), we used an estimated annual tax rate to record income taxes for the three months ended March 31, 2023 and 2022. Our effective tax rate was 18.0 % and 17.3 % for the three months ended March 31, 2023 and 2022, respectively. The difference between the effective tax rate and the statutory rate is generally attributable to permanent differences and discrete items. The change in our effective tax rate for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022 was primarily due to an increase in quarter to date pre-tax earnings and the impact of fixed dollar favorable permanent adjustments on the quarter. 24 | Notes to Condensed Financial Statements (Unaudited) 14. Related Party Transactions Our related party transactions consist primarily of transactions with our equity method investees (See Note 6). Transactions with our related parties were as follows for the periods presented (in millions): Three Months Ended March 31, 2023 2022 Revenues (1) $ 17.9 $ 16.7 Cost of materials and other (2) $ 45.5 $ 23.4 (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. 15. Other Current Assets and Liabilities The detail of other current assets is as follows (in millions): Other Current Assets March 31, 2023 December 31, 2022 Prepaid expenses $ 68.9 $ 45.4 Investment commodities 40.4 29.8 Short-term derivative assets (see Note 10) 20.2 22.4 Income and other tax receivables 23.9 20.9 Other 6.0 4.2 Total $ 159.4 $ 122.7 The detail of accrued expenses and other current liabilities is as follows (in millions): Accrued Expenses and Other Current Liabilities March 31, 2023 December 31, 2022 Consolidated Net RINs Obligation deficit (see Note 11) $ 136.0 $ 295.5 Crude purchase liabilities 140.4 268.7 Product financing agreements 362.1 258.0 Income and other taxes payable 127.6 120.4 Employee costs 40.6 91.2 Deferred revenue 32.6 44.6 Short-term derivative liabilities (see Note 10) 19.0 21.3 Other 57.5 67.1 Total $ 915.8 $ 1,166.8 16. Equity-Based Compensation Delek US Holdings, Inc. 2006 and 2016 and Alon USA Energy, Inc. 2005 Long-Term Incentive Plans (collectively, the "Incentive Plans") Compensation expense related to equity-based awards granted under the Incentive Plans amounted to $ 5.9 million and $ 5.1 million for the three months ended March 31, 2023 and 2022, respectively. These amounts are included in general and administrative expenses and operating expenses in the accompanying condensed consolidated statements of income. As of March 31, 2023, there was $ 45.6 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements, which is expected to be recognized over a weighted-average period of 1.4 years. We issued net shares of common stock of 53,643 and 45,800 as a result of exercised or vested equity-based awards during the three months ended March 31, 2023 and 2022, respectively. These amounts are net of 20,463 and 17,829 shares withheld to satisfy employee tax obligations related to the exercises and vesting during the three months ended March 31, 2023 and 2022, respectively. 25 | Notes to Condensed Financial Statements (Unaudited) 17. Shareholders' Equity Dividends For 2023, our Board of Directors declared the following dividends: Approval Date Dividend Amount Per Share Record Date Payment Date February 27, 2023 $ 0.22 March 10, 2023 March 17, 2023 May 2, 2023 $ 0.23 May 15, 2023 May 22, 2023 Stock Repurchase Program Our Board of Directors has authorized a share repurchase program under which repurchases of Delek common stock may be executed through open market transactions or privately negotiated transactions, in accordance with applicable securities laws. The timing, price and size of repurchases are made at the discretion of management and will depend on prevailing share prices, general economic and market conditions and other considerations. The authorization has no expiration date. During the three months ended March 31, 2023, 16,292 shares of our common stock were repurchased and cancelled at the time of transaction for a total of $ 0.4 million. As of March 31, 2023, there was $ 270.0 million of authorization remaining under Delek's aggregate stock repurchase program. Stock Purchase and Cooperation Agreement On March 7, 2022, Delek entered into a stock purchase and cooperation agreement (the “Icahn Group Agreement”) with IEP Energy Holding LLC, a Delaware limited liability company, American Entertainment Properties Corp., a Delaware corporation, Icahn Enterprises Holdings L.P., a Delaware limited partnership, Icahn Enterprises G.P. Inc., a Delaware corporation, Beckton Corp., a Delaware corporation, and Carl C. Icahn (collectively, the “Icahn Group”), pursuant to which the Company purchased an aggregate of 3,497,268 shares of Company common stock from the Icahn Group at a price per share of $ 18.30 , the closing price of a share of Company common stock on the NYSE on March 4, 2022. The aggregate purchase price of $ 64.0 million was funded from cash on hand. All 3,497,268 shares were cancelled at the time of the transaction. Under the terms of the Icahn Group Agreement, the Icahn Group withdrew its notice of nomination for members of the Company’s board of directors at the Company’s 2022 annual meeting of stockholders. Under the terms of the Icahn Group Agreement, the Icahn Group agreed to standstill restrictions which require, among other things, that until the completion of the Company’s 2023 annual meeting of stockholders, the Icahn Group will refrain from acquiring additional shares of the Company Common Stock. 18. Leases We lease certain retail stores, land, building and various equipment from others. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 15 years or more. The exercise of existing lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Some of our lease agreements include a rate based on equipment usage and others include a rate with fixed increases or inflationary indices based increase. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We rent or sublease certain real estate and equipment to third parties. Our sublease portfolio consists primarily of operating leases within our retail stores and crude storage equipment. As of March 31, 2023, $ 22.2 million of our net property, plant, and equipment balance is subject to an operating lease to a third party. This agreement does not include options for the lessee to purchase our leasing equipment, nor does it include any material residual value guarantees or material restrictive covenants. The agreement includes a one year renewal option and certain variable payments based on usage. 26 | Notes to Condensed Financial Statements (Unaudited) The following table presents additional information related to our operating leases in accordance ASC 842, Leases ("ASC 842"): (in millions) Three Months Ended March 31, 2023 2022 Lease Cost Operating lease costs (1) $ 18.2 $ 17.4 Short-term lease costs (2) 7.6 8.7 Sublease income — ( 0.1 ) Net lease costs $ 25.8 $ 26.0 Other Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ ( 18.2 ) $ ( 17.4 ) Leased assets obtained in exchange for new operating lease liabilities $ 18.3 $ 1.5 Leased assets obtained in exchange for new financing lease liabilities $ 1.4 $ — March 31, 2023 March 31, 2022 Weighted-average remaining lease term (years) operating leases 4.2 4.5 Weighted-average remaining lease term (years) financing leases 6.3 6.5 Weighted-average discount rate operating leases (3) 6.1 % 6.0 % Weighted-average discount rate financing leases (3) 4.0 % 3.3 % (1) Includes an immaterial amount of financing lease cost. (2) Includes an immaterial amount of variable lease cost. (3) Our discount rate is primarily based on our incremental borrowing rate in accordance with ASC 842. 19. Subsequent Events Subsequent to March 31, 2023, we made repurchases of 1,795,335 shares of our common stock that were cancelled at the time of transaction for approximately $ 40 million. 27 | Management's Discussion and Analysis