Delek US Holdings, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act that are designed to provide reasonable assurance that the information that we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. It should be noted that, because of inherent limitations, our disclosure controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the disclosure controls and procedures are met. As required by paragraph (b) of Rule 13a-15 under the Exchange Act, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. Management's Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process that is designed under the supervision of our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; • 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. We acquired H2O Midstream effective September 11, 2024, and have included the operating results and assets and liabilities of H2O Midstream in our consolidated financial statements as of December 31, 2024. As permitted by SEC guidance for newly acquired businesses, management’s assessment of the Company’s disclosure controls and procedures did not include an assessment of those disclosure controls and procedures of H2O Midstream. H2O Midstream accounted for approximately 3.7% of total assets as of December 31, 2024 and approximately 0.2% of net revenues of the Company for the year ended on December 31, 2024. We are currently in the process of integrating the H2O Midstream operations, control processes and information systems into our systems and control environment. Management has conducted its evaluation of the effectiveness of internal control over financial reporting as of December 31, 2024, based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management's assessment included an evaluation of the design of our internal control over financial reporting and testing the operational effectiveness of our internal control over financial reporting. Management reviewed the results of the assessment with the Audit Committee of the Board of Directors. Based on its assessment and review with the Audit Committee, management concluded that, at December 31, 2024, we maintained effective internal control over financial reporting. Report of Independent Registered Public Accounting Firm Our independent registered public accounting firm, Ernst & Young LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2024, as stated in their report, which is included in the section beginning on page F-1. The information required by Item 8 is incorporated by reference to the section beginning on page F-1. Changes in Internal Control over Financial Reporting Other than those changes made in connection with the H2O Midstream Acquisition on September 11, 2024, there has been no change in our internal control over financial reporting (as described in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 96 | Other Information ITEM 9B. OTHER INFORMATION Rule 10b5-1 Trading Plans During the quarter ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 105b-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K), except as follows: On December 13, 2024 , Ezra Uzi Yemin , Chairman of our Board of Directors , adopted a Rule 10b5-1 trading arrangement for the sale of up to 420,000 shares of our common stock, subject to certain conditions. The arrangement’s expiration date is March 17, 2026 . Amendments to Executive Agreements The Board of Directors appointed Reuven Spiegel to serve as Executive Vice President, Delek Logistics effective as of February 12, 2025. In connection with such appointment, the Company entered into an amendment to Mr. Spiegel’s Executive Employment Agreement which provides for base compensation of $550,000, an annual target bonus opportunity at 90% of base compensation (split evenly between the Delek US Holdings, Inc. 2016 Annual Incentive Plan and the Delek Logistics GP, LLC Amended and Restated 2012 Long-Term Incentive Plan) and an equity grant valued at $800,000 of time vesting RSUs (50% shall be RSUs of the Company and 50% shall be RSUs of Delek Logistics) that will vest quarterly through December 31, 2025. Amendment to the Inventory Intermediation Agreement On February 21, 2025, DKTS, an indirect subsidiary of the Company, acting on behalf of, and jointly and severally liable with, each of (i) Lion Oil Company, LLC (“Lion Oil”), (ii) Alon Refining Krotz Springs, Inc. (“ARKS”) and (iii) Alon USA, LP (“Alon” and together with each of Lion Oil and ARKS, the “Refinery Companies” and each a “Refinery Company”) entered into that certain Amendment to the Inventory Intermediation Agreement (the “Amendment”) with Citigroup Energy Inc. (“Citi”), which amended that certain Inventory Intermediation Agreement, dated December 22, 2022 between Citi and DKTS, acting on behalf of, and jointly and severally liable with the Refinery Companies. Pursuant to the Amendment, the Inventory Intermediation Agreement was amended to, among other things, (i) extend the term of the Inventory Intermediation Agreement from January 31, 2026 to January 31, 2027, (ii) include a mechanism for DKTS to nominate each month whether to include volumes related to the Krotz Springs refinery for funding under the Inventory Intermediation Agreement and (iii) update certain information regarding certain of the storage tanks subject to the Inventory Intermediation Agreement. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 97 | Directors, Executive Officers, Corporate Governance and Security Ownership PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Our Board of Directors Governance Guidelines, our charters for our Audit, Human Capital and Compensation, Technology, Nominating and Corporate Governance and Environmental, Health and Safety Committees and our Code of Business Conduct & Ethics covering all employees, including our principal executive officer, principal financial officer, principal accounting officer and controllers, are available on our website, www.DelekUS.com, under the "About Us - Corporate Governance" caption. A print copy of any of these documents will be mailed upon a written request made by a stockholder to the Corporate Secretary, Delek US Holdings, Inc., 310 Seven Springs Way, Suite 500, Brentwood, Tennessee 37027. We intend to disclose any amendments to or waivers of the Code of Business Conduct & Ethics on behalf of our Chief Executive Officer, Chief Financial Officer and persons performing similar functions on our website, at www.DelekUS.com, under the "Investor Relations" caption, promptly following the date of any such amendment or waiver. We have adopted our Insider Trading Policy applicable to the Company, our subsidiaries, our affiliates, our directors, our officers and all of our employees and the employees of our subsidiaries and affiliates, governing the purchase, sale, and/or other dispositions of our securities. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Policy, including any amendments thereto, is filed as Exhibit 19.1 to this Annual Report on Form 10-K. The information required by Item 401 of Regulation S-K regarding directors will be included under "Election of Directors" in the definitive Proxy Statement for our Annual Meeting of Stockholders expected to be held April 29, 2025 (the "Definitive Proxy Statement"), and is incorporated herein by reference. The information required by Item 401 of Regulation S-K regarding executive officers will be included under "Corporate Governance" in the Definitive Proxy Statement and is incorporated herein by reference. The information required by Item 405 of Regulation S-K will be included under "Section 16(a) Beneficial Ownership Reporting Compliance" in the Definitive Proxy Statement and is incorporated herein by reference. The information required by Items 406, 407(c)(3), (d)(4), and (d)(5) of Regulation S-K will be included under "Corporate Governance" in the Definitive Proxy Statement and is incorporated herein by reference. Board of Directors • Ezra Uzi Yemin • Avigal Soreq • William J. Finnerty • Richard Marcogliese • Leonardo Moreno • Christine Benson Schwartzstein • Gary M. Sullivan, Jr. • Vasiliki (Vicky) Sutil • Laurie Z. Tolson • Shlomo Zohar Senior Management • Avigal Soreq – President and Chief Executive Officer • Joseph Israel – Executive Vice President, President, Refining and Renewables • Reuven Spiegel – Executive Vice President and Chief Financial Officer • Denise McWatters – Executive Vice President, General Counsel and Secretary • Patrick Reilly - Executive Vice President, Chief Commercial Officer • Sam Eljaouhari – Executive Vice President and Chief Human Resources Officer • Mark Hobbs – Executive Vice President, Corporate Development • Ido Biger – Executive Vice President, Chief Technology and Data Officer • Mohit Bhardwaj - Senior Vice President, Strategy and Growth ITEM 11. EXECUTIVE COMPENSATION The information required by Item 402 and paragraphs (e)(4) and (e)(5) of Item 407 of Regulation S-K will be included under "Executive Compensation" and "Corporate Governance" in the Definitive Proxy Statement and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by Item 201(d) and Item 403 of Regulation S-K will be included under "Equity Compensation Plan Information" and "Security Ownership of Certain Beneficial Owners and Management" in the Definitive Proxy Statement and is incorporated herein by reference. 98 | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by Item 404 of Regulation S-K will be included under "Certain Relationships and Related Transactions" in the Definitive Proxy Statement and is incorporated herein by reference. The information required by Item 407(a) of Regulation S-K will be included under "Election of Directors" and "Corporate Governance" in the Definitive Proxy Statement and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item will be included under “Independent Public Accountants” in the Definitive Proxy Statement and is incorporated herein by reference. 99 | Exhibits PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Certain Documents Filed as Part of this Annual Report on Form 10-K: 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. EXHIBIT INDEX Exhibit No. Description 2.1 < Agreement and Plan of Merger dated as of January 2, 2017, among Delek US Holdings, Inc., Delek Holdco, Inc., Dione Mergeco, Inc., Astro Mergeco, Inc. and Alon USA Energy, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed on January 3, 2017). 2.2 First Amendment to Agreement and Plan of Merger dated as of February 27, 2017, among Delek US Holdings, Inc., Delek Holdco, Inc., Dion Mergeco, Inc., Astro Mergeco, Inc., and Alon USA Energy, Inc. (incorporated by reference to Exhibit 2.6 to the Company’s Form 10-K filed on February 28, 2017). 2.3 Second Amendment to Agreement and Plan of Merger dated as of April 21, 2017, among Delek US Holdings, Inc., Delek Holdco, Inc., Dion Mergeco, Inc., Astro Mergeco, Inc., and Alon USA Energy, Inc. (incorporated by reference to Annex B-2 to the Company’s Proxy Statement/Prospectus filed pursuant to Rule 424(b)(3) on May 30, 2017). 2.4 Agreement and Plan of Merger dated as of November 8, 2017, among Delek US Holdings, Inc., Sugarland Mergeco, LLC, Alon USA Partners, LP, and Alon USA Partners GP, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on November 9, 2017). 2.5 Membership Interest Purchase Agreement, dated as of April 8, 2022, by and between 3 Bear Energy – New Mexico LLC and DKL Delaware Gathering, LLC (incorporated by reference to Exhibit 2.1 to the Delek Logistics’ Form 8-K filed on April 11, 2022). 2.6 Membership Interest Purchase Agreement, dated July 31, 2024, by and between Alon Brands, Inc. and Emprex Proximity LLC (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on August 6, 2024). 2.7 Contribution Agreement dated August 5, 2024, between Delek US Energy, Inc. and Delek Logistics Partners, LP (incorporated by reference to Exhibit 2.2 of the Company's Form 10-Q filed on A ugust 7, 202 4) . 2.8 Membership Interest Purchase Agreement, dated as of December 11, 2024, by and between Gravity Water Holdings LLC and Delek Logistics Partners, LP (incorporated by reference to Exhibit 2.1 to the Delek Logistics’ Current Report on Form 8-K filed on December 13, 2024). 3.1 Second Amended and Restated Certificate of Incorporation of Delek US Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q filed on May 9, 2022). 3.2 Fifth Amended and Restated Bylaws of Delek US Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q filed on November 8, 2022). 3.3 Amendment to the Company's Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed on May 2, 2024). 4.1 Indenture, dated as of May 23, 2017, among Delek Logistics, LP, Delek Logistics Finance Corp., the Guarantors named therein and U.S. Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Delek Logistics' Form 8-K filed on May 24, 2017, SEC File No. 001-35721). 4.2 Form of 6.750% Senior Notes due 2025 (included as Exhibit A in Exhibit 4.1 to the Delek Logistics' Form 8-K filed on May 24, 2017, SEC File No. 001-35721). 4.3 Indenture, dated as of May 24, 2021, among Delek Logistics, Delek Logistics Finance Corp., the Guarantors named therein and U.S. Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Delek Logistics’ Form 8-K filed on May 26, 2021). 4.4 Form of 7.125% Senior Note due 2028 (incorporated by reference to Exhibit 4.2 of the Delek Logistics' Form 8-K filed on May 26, 2021). 4.5 Indenture, dated as of March 13, 2024, among the Delek Logistics, LP, Delek Logistics Finance Corp., the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Delek Logistics' Form 8-K filed on March 13, 2024, SEC File No. 001-35721). 4.6 Form of 8.625% Senior Note due 2029 (included as Exhibit A in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to the Delek Logistics' Form 8-K filed on March 13, 2024, SEC File No. 001-35721). 100 | 4.7 Second Supplemental Indenture, dated as of August 16, 2024, among Delek Logistics, LP, Delek Logistics Finance Corp., the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee. (incorporated by reference to Exhibit 4.3 to Delek Logistics' Current Report on Form 8-K filed on August 16, 2024). 4.8 Description of Common Stock (incorporated by reference to Exhibit 4.5 to the Company's Form 10-K filed on February 28, 2024.) 10.1 * Form of Indemnification Agreement for Directors and Officers ((incorporated by reference to Exhibit 10.1 to the Company’s Form 10-K filed on February 25, 2022). 10.2(a) * Delek US Holdings, Inc. 2006 Long-Term Incentive Plan (as amended through May 4, 2010) (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on May 7, 2010, SEC File No. 001-32868). 10.2(b) * Director Form of Delek US Holdings, Inc. 2006 Long-Term Incentive Plan Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.5 to the Company's Form 10-Q filed on August 6, 2010, SEC File No. 001-32868). 10.2(c) * Employee Form of Delek US Holdings, Inc. 2006 Long-Term Incentive Plan Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed on August 6, 2010, SEC File No. 001-32868). 10.3(a) * Delek US Holdings, Inc. 2016 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed on June 1, 2016). 10.3(b) * First Amendment to the Delek US Holdings, Inc. 2016 Long-Term Incentive Plan, effective May 8, 2018 (incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-8 filed on May 31, 2018). 10.3(c) * Second Amendment to the Delek US Holdings, Inc. 2016 Long-Term Incentive Plan, effective May 5, 2020 (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q filed on May 8, 2020). 10.3(d) * Third Amendment to the Delek US Holdings, Inc. 2016 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 of the Company’s Form S-8 filed on June 10, 2021) 10.3(e) * Fourth Amendment to the Delek US Holdings, Inc. 2016 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 5, 2022). 10.3(f) * Fifth Amendment to the Delek US Holdings, Inc. 2016 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on August 9, 2023). 10.3(g) * General Terms and Conditions for Restricted Stock Unit Awards to Executive Officers and Directors under the 2016 Delek US Holdings, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company's Form 10-Q filed on August 5, 2016). 10.3(h) * General Terms and Conditions for Stock Appreciation Right Awards to Executive Officers and Directors under the 2016 Delek US Holdings, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company's Form 10-Q filed on August 5, 2016). 10.3(i) * Form of Delek US Holdings, Inc. 2016 Long-Term Incentive Plan Performance Restricted Stock Unit Agreement. (incorporated by reference to Exhibit 10.29(c) to the Company's Form 10-K filed February 28, 2017). 10.3(j) * Form of Delek US Holdings, Inc. 2016 Long-Term Incentive Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.29(d) to the Company’s Form 10-K filed February 28, 2017). 10.3(k) * Form of Delek US Holdings, Inc. 2016 Long-Term Incentive Plan Performance Restricted Stock Unit Agreement (Cash Settled). (incorporated by reference to Exhibit 10.9 to the Company's Form 10-Q filed May 5, 2022). 10.3(l) * Form of Delek US Holdings, Inc. 2016 Long-Term Incentive Plan Restricted Stock Unit Agreement (Cash Settled) (incorporated by reference to Exhibit 10.10 to the Company’s Form 10-Q filed on May 5, 2022). 10.3(m) *# Form of Delek US Holdings, Inc. 2016 Long-Term Incentive Plan Performance-Based Restricted Stock Unit Agreement. 10.3(n) *# Form of Delek US Holdings, Inc. 2016 Long-Term Incentive Plan Performance-Based Restricted Stock Unit Agreement. 10.3(o) *# Form of Delek US Holdings, Inc. 2016 Long-Term Incentive Plan Restricted Stock Unit Agreement. 10.3(p) *# Form of Delek US Holdings, Inc. 2016 Long-Term Incentive Plan Restricted Stock Unit Agreement. 10.4(a) * Alon USA Energy, Inc. Second Amended and Restated 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to Alon USA Energy, Inc.’s Form 10-Q filed on May 9, 2012, SEC File No. 001-32567). 10.4(b) * Form of Restricted Stock Award Agreement relating to Director Grants pursuant to Section 12 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Alon USA Energy, Inc.’s Form 8-K filed on August 5, 2005, SEC File No. 001-32567). 10.4(c) * Form of Restricted Stock Award Agreement relating to Participant Grants pursuant to Section 8 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Alon USA Energy, Inc.’s Form 8-K filed on August 23, 2005, SEC File No. 001-32567). 10.4(d) * Form II of Restricted Stock Award Agreement relating to Participant Grants pursuant to Section 8 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to Alon USA Energy, Inc.’s Form 8-K filed on November 8, 2005, SEC File No. 001-32567). 10.4(e) * Alon USA Energy, Inc. Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to Alon USA Energy, Inc.’s Form 8-K filed on January 12, 2017, SEC File No. 001-32567). 101 | 10.4(f) * Form of Appreciation Rights Award Agreement relating to Participant Grants pursuant Section 7 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Alon USA Energy, Inc.’s Form 8-K filed on March 12, 2007, SEC File No. 001-32567). 10.4(g) * Form of Amendment to Appreciation Rights Award Agreement relating to Participant Grants pursuant to Section 7 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to Alon USA Energy, Inc.’s Form 8-K filed on January 27, 2010, SEC File No. 001-32567). 10.4(h) * Form of Award Agreement relating to Executive Officer Restricted Stock Grants pursuant to the Alon USA Energy, Inc. 2005 Amended and Restated Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to Alon USA Energy, Inc.’s Form 8-K filed on May 9, 2011, SEC File No. 001-32567). 10.5 * First Amendment to Amended and Restated Executive Employment Agreement by and between the Company and Ezra Uzi Yemin, dated for reference as of March 27, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 5, 2022). 10.6(a) * Executive Chairman Employment Agreement by and between the Company and Ezra Uzi Yemin, dated for reference as of March 27, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on May 5, 2022). 10.6b) * First Amendment to Executive Chairman Employment Agreement, by and between Delek US Holdings, Inc. and Ezra Uzi Yemin, dated as of March 1, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on May 9, 2023). 10.7(a) * Executive Employment Agreement by and between the Company and Avigal Soreq, dated for reference as of March 28, 2022 (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed on May 5, 2022). 10.7(b) *# First Amendment to Executive Employment Agreement, by and between the Delek US Holdings, Inc. and Avigal Soreq, dated as of November 6, 2024. 10.8 * Change in Control Severance Agreement, dated for reference as of June 13, 2022, by and between the Company and Avigal Soreq (incorporated by reference to Exhibit 10.15 to the Company's Form 10-K filed on March 1, 2023). 10.9(a) * Executive Employment Agreement, dated August 1, 2020, by and between Delek US Holdings, Inc. and Reuven Spiegel (incorporated by reference to Exhibit 10.5 of the Company’s Form 10-Q filed on August 7, 2020). 10.9(b) * First Amendment to Executive Employment Agreement, by and between Delek US Holdings, Inc. and Reuven Spiegel, dated as of March 1, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 9, 2023). 10.9(c) *# Second Amendment to Executive Employment Agreement, by and between Delek US Holdings, Inc. and Reuven Spiegel, effective as of March 1, 2025. 10.10(a) * Executive Employment Agreement, effective February 3, 2021, by and between Delek US Holdings, Inc. and Denise McWatters (incorporated by reference to Exhibit 10.25 to the Company’s Form 10-K filed on February 25, 2022). 10.10(b) *# First Amendment to Executive Employment Agreement, dated as of November 6, 2024, by and between Delek US Holdings, Inc. and Denise McWatters. 10.11(a) * Executive Employment Agreement, by and between Delek US Holdings, Inc. and Joseph Israel, dated as of March 27, 2023 (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on May 9, 2023). 10.11(b) *# First Amendment to Executive Employment Agreement, by and between Delek US Holdings, Inc. and Joseph Israel, dated as November 6, 2024 10.12 * Consulting Agreement, dated as of November 2, 2020, by and between Delek US Holdings, Inc. and Frederec Green (incorporated by reference to Exhibit 10.29 to the Company’s Form 10-K filed on March 1, 2021). 10.13 Promissory Note, dated as of November 6, 2023, by and among Delek US Holdings, Inc. and Delek Logistics Partners, LP (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed on November 8, 2023) 10.14 * Form of Change in Control Severance Agreement for Officers (incorporated by reference to Exhibit 10.8 to the Company’s Form 10-Q filed on May 5, 2022). 10.19(a) Third Amended and Restated Omnibus Agreement, dated as of March 31, 2015, among Delek US Holdings, Inc., Lion Oil Company, Delek Logistics Operating, LLC, Delek Marketing & Supply, LP, Delek Refining, Ltd., Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, DKL Transportation, LLC and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on May 7, 2015). 10.19(b) First Amendment to Third Amended and Restated Omnibus Agreement, dated as of August 3, 2015, by and among Delek US Holdings, Inc., Lion Oil Company, Delek Logistics Operating, LLC, Delek Marketing & Supply, LP, Delek Refining, Ltd., Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, DKL Transportation, LLC and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.5 to the Company's Form 10-Q filed on August 5, 2015). 10.19(c) Third Amendment and Restatement of Schedules to Third Amended and Restated Omnibus Agreement, dated and effective as of May 15, 2020 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on May 18, 2020). 102 | 10.19(d) Fourth Amended and Restated Omnibus Agreement dated August 5, 2024, among Delek US Holdings, Inc., Delek Refining, Ltd., Lion Oil Company, LLC, Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Delek Marketing & Supply, LP, DKL Transportation, LLC, Delek Logistics Operating, LLC, and Delek Logistics GP, LLC (incorpo rated b y reference t o Exhibit 10.1 of the Company's Form 10-Q filed on August 7, 2024) . 10.20 Pipelines, Storage and Throughput Facilities Agreement (Big Spring Refinery Logistics Assets and Duncan Terminal), dated March 20, 2018 and effective as of March 1, 2018, by and among Alon USA, LP, DKL Big Spring, LLC, for the limited purposes specified therein, Delek US, and for the limited purposes specified therein, J. Aron & Company LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on March 26, 2018). 10.21 Marketing Agreement, dated as of March 20, 2018 and effective as of March 1, 2018, by and among Alon USA, LP, DKL Big Spring, LLC, and for the limited purposes specified therein, Delek US (incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed on March 26, 2018). 10.22 Amended and Restated Term Loan Credit Agreement, dated as of November 18, 2022, by and among Delek US Holdings, Inc., as borrower, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent for each member of the Lender Group and the Bank Product Providers, the Subsidiaries of Delek US Holdings, Inc. from time to time party thereto, as guarantors, Wells Fargo Securities, LLC, MUFG Bank, Ltd., and BofA Securities Inc., each as a joint lead arranger and joint book runner, Mizuho Bank, Ltd., PNC Capital Markets LLC, Citizens Bank, N.A., Barclays Bank PLC and Truist Securities, Inc., each as senior co-managers (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K on November 18, 2022). 10.23(a) Third Amended and Restated Credit Agreement, dated as of October 26, 2022, by and among Delek US Holdings, Inc., as borrower, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent for each member of the Lender Group and the Bank Product Providers, the Subsidiaries of Delek US Holdings, Inc. from time to time party thereto, as guarantors, Wells Fargo Bank, National Association, Truist Securities, Inc., PNC Bank, National Association, Bank of America, N.A., MUFG Bank Ltd., Regions Capital Markets, a division of Regions Bank, and Barclays Bank PLC, each as a joint lead arranger and joint book runner, Wells Fargo Bank, National Association, Truist Bank, PNC Bank, National Association, Bank of America, N.A., MUFG Bank Ltd., Regions Capital Markets, a division of Regions Bank, and Barclays Bank PLC, each as a co-syndication agent, and Citizens Bank, N.A. as a documentation agent (incorporated by reference to exhibit 10.1 of the Company’s Form 8-K filed on October 27, 2022). 10.23(b) Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of December 22, 2022, by and among Delek US Holdings, Inc., as borrower, the subsidiaries of Delek US Holdings, Inc. party thereto, as guarantors, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on December 29, 2022). 10.24 Third Amended and Restated Limited Liability Company Agreement of Wink to Webster Pipeline LLC, a Delaware limited liability company, dated as of July 30, 2019, by and among Delek US Energy, Inc., ExxonMobil Permian Logistics LLC, Plains Pipeline, L.P., MPLX W2W Pipeline Holdings, LLC, Centurion Permian Logistics, LLC, and Rattler Midstream Operating LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on August 5, 2019) . 10.25 Throughput and Deficiency Agreement, dated and effective as of March 31, 2020, by and between Lion Oil Trading & Transportation, LLC and DKL Permian Gathering, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on April 6, 2020). 10.26 Transportation Services Agreement, dated May 15, 2020 and effective as of May 1, 2020, between Delek Refining, Ltd., Lion Oil Company and DKL Transportation, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on May 18, 2020). 10.27(a) Inventory Intermediation Agreement, dated as of December 22, 2022, by and between Citigroup Energy, Inc. and DK Trading & Supply, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on December 29, 2022). 10.27(b) Letter Agreement, dated as of April 6, 2023, by and between Citigroup Energy, Inc. and DK Trading & Supply, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on August 9, 2023). 10.27(c) Letter Agreement, dated as of June 21, 2023, by and between Citigroup Energy, Inc. and DK Trading & Supply, LLC (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed on August 9, 2023). 10.27(d) Letter Agreement, dated as of September 18, 2023, by and between Citigroup Energy, Inc. and DK Trading & Supply, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on November 8, 2023). 10.27(e) Amendment to Inventory Intermediation Agreement, dated as of December 21, 2023, by and between Citigroup Energy, Inc. and DK Trading & Supply, LLC (incorporated by reference to Exhibit 10.27 (e) to the Company's Form 10-K filed on Febr uary 28, 202 4 ) . 10.27(f) # Second Amendment to Inventory Intermediation Agreement, dated February 21, 2025, by and between Citigroup Energy, Inc. and DK Trading & Supply, LLC. 10.28 Pledge and Security Agreement, dated as of December 22, 2022, by and between Citigroup Energy, Inc. and DK Trading & Supply, LLC (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on December 29, 2022). 10.29 Stock Purchase and Cooperation Agreement, dated as of March 7, 2022, by and among Delek US Holdings, Inc., IEP Energy Holding LLC American Entertainment Properties Corp., Icahn Enterprises Holdings L.P. Icahn Enterprises G.P. Inc. Beckton Corp. and Carl C. Icahn (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 7, 2022). 103 | 10.30 Assignment and Assumption Agreement and Guaranty, dated as of March 22, 2022, by and among Lion Oil Trading & Transportation, LLC, DK Trading & Supply, LLC, Delek Logistics Operating, LLC, Lion Oil Company, LLC, and Delek US Energy, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on November 8, 2022). 10.31 Partial Assignment and Assumption Agreement, dated as of March 23, 2022, by and among Lion Oil Company, LLC, DK Trading & Supply, LLC, and the Partnership (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed on November 8, 2022). 10.32 Omnibus Assignment and Assumption Agreement, dated as of September 12, 2022, by and among Alon USA, LP, DK Trading & Supply, LLC, and the parties set forth on Schedule 1 thereto (incorporated by reference to Exhibit 10.3 of the Company’s Form 10-Q filed on November 8, 2022). 10.33 Omnibus Assignment and Assumption Agreement, dated as of September 12, 2022, by and among Lion Oil Company, LLC, DK Trading & Supply, LLC, and the parties set forth on Schedule 1 thereto (incorporated by reference to Exhibit 10.4 of the Company’s Form 10-Q filed on November 8, 2022) . 10.34 Omnibus Assignment and Assumption Agreement, dated as of September 13, 2022, by and among Delek Refining Ltd., DK Trading & Supply, LLC, and the parties set forth on Schedule 1 thereto (incorporated by reference to Exhibit 10.5 of the Company’s Form 10-Q filed on November 8, 2022). 10.35 Omnibus Assignment and Assumption Agreement, dated as of September 13, 2022, by and among Lion Oil Trading & Transportation, LLC, DK Trading & Supply, LLC, and the parties set forth on Schedule 1 thereto (incorporated by reference to Exhibit 10.6 of the Company’s Form 10 Q filed on November 8, 2022). 10.36 *# Executive Employment Agreement, effective as of March 1, 2025, by and between Delek US Holdings, Inc. and Mark Hobbs. 10.37 # Common Unit Purchase Agreement, dated as of February 19, 2025, by and between Delek Logistics Partners, LP, and Delek US Holdings, Inc. 19.1 # Delek US Holdings, Inc. Insider Trading Policy 21.1 # Subsidiaries of the Registrant 23.1 # Consent of EY 31.1 # Certification of the Company's Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act. 31.2 # Certification of the Company's Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act. 32.1 ## Certification of the Company's Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 ## Certification of the Company's Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Delek US Holdings, Inc. Clawback Policy (incorporated by reference to Exh i b it 97 to the Company's Form 10- K f iled on February 28. 2024) . 101 The following materials from Delek US Holdings, Inc.’s Annual Report on Form 10-K for the annual period ended December 31, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2024 and 2023, (ii) Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022, (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 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. 104 | Delek US Holdings, Inc. Consolidated Financial Statements As of December 31, 2024 and 2023 and For Each of the Three Years Ended December 31, 2024, 2023 and 2022 INDEX TO FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firm (PCAOB ID: 000 42 ) F- 2 Audited Financial Statements: Consolidated Balance Sheets F- 5 Consolidated Statements of Income F- 6 Consolidated Statements of Comprehensive Income (Loss) F- 7 Consolidated Statements of Changes in Stockholders' Equity F- 8 Consolidated Statements of Cash Flows F- 11 Notes to Consolidated Financial Statements F- 12 F-1 | Financial Statements and Schedules Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Delek US Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Delek US Holdings, Inc. (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income (loss), changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 2025 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F-2 | Financial Statements and Schedules Evaluation of Goodwill for Impairment Description of the Matter At December 31, 2024, the Company’s goodwill was $475.3 million and represented approximately 7% of total assets. As discussed in Notes 2 and 17 of the consolidated financial statements, goodwill is reviewed at the reporting unit level for impairment at least annually or more frequently if events or changes in circumstances indicate the goodwill might be impaired. The Company performs its annual goodwill impairment assessment in the fourth quarter of each year. The Company evaluates the recoverability of goodwill by comparing the carrying amount of each reporting unit to its estimated fair value. The estimated fair value of each reporting unit is determined using a combination of a discounted cash flow analysis based upon projected financial information and a multiple of expected future cash flows, such as those used by third-party analysts. Auditing management’s annual goodwill impairment analysis for the Big Spring reporting unit within the refining segment required significant judgment, as the valuation includes subjective estimates and assumptions in determining the estimated fair value of the reporting unit. In particular, the discounted cash flow analysis is sensitive to significant assumptions such as the weighted average cost of capital and the estimates of future gross margin. 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 reporting unit in the goodwill impairment analysis process. For example, we tested controls over management’s review of the significant inputs and assumptions, discussed above, used in determining the reporting unit fair values. To test the estimated fair value of the reporting unit within the refining segment, our audit procedures included, among others, assessing valuation methodologies, performing recalculations, and testing the significant assumptions discussed above. We performed sensitivity analyses of assumptions to evaluate the change in the fair value of the reporting unit resulting from changes in those assumptions to assess their significance and importance. We compared the significant assumptions in the prospective financial data used by management to current industry and economic trends, historical performance, and other relevant factors. We also involved our valuation specialists to assist in evaluating the fair value methodologies used and testing certain assumptions used, including the determination of the weighted average cost of capital. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2002. Nashville, Tennessee February 26, 2025 F-3 | Financial Statements and Schedules Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Delek US Holdings, Inc. Opinion on Internal Control over Financial Reporting We have audited Delek US Holdings, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Delek US Holdings, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria. As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of H2O Midstream, which is included in the 2024 consolidated financial statements of the Company and constituted 3.7% of total assets as of December 31, 2024, and 0.2% of net revenues for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of H2O Midstream. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income (loss), changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes, and our report dated February 26, 2025 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Nashville, Tennessee February 26, 2025 F-4 | Financial Statements and Schedules Delek US Holdings, Inc. Consolidated Balance Sheets (In millions, except share and per share data) December 31, 2024 December 31, 2023 ASSETS Current assets: Cash and cash equivalents $ 735.6 $ 821.8 Accounts receivable, net 617.6 783.7 Inventories, net of inventory valuation reserves 893.2 941.2 Current assets of discontinued operations — 41.5 Other current assets 85.5 77.8 Total current assets 2,331.9 2,666.0 Property, plant and equipment: Property, plant and equipment 4,948.4 4,460.3 Less: accumulated depreciation ( 2,008.4 ) ( 1,764.0 ) Property, plant and equipment, net 2,940.0 2,696.3 Operating lease right-of-use assets 92.2 121.5 Goodwill 475.3 687.5 Other intangibles, net 321.6 287.7 Equity method investments 392.9 360.7 Non-current assets of discontinued operations — 228.1 Other non-current assets 111.9 124.0 Total assets $ 6,665.8 $ 7,171.8 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 1,813.8 $ 1,814.3 Current portion of long-term debt 9.5 44.5 Current portion of obligation under Inventory Intermediation Agreement — 0.4 Current portion of operating lease liabilities 43.2 50.1 Current liabilities of discontinued operations — 11.5 Accrued expenses and other current liabilities 649.5 764.3 Total current liabilities 2,516.0 2,685.1 Non-current liabilities: Long-term debt, net of current portion 2,755.7 2,555.3 Obligation under Inventory Intermediation Agreement 408.7 407.2 Environmental liabilities, net of current portion 33.3 110.9 Asset retirement obligations 24.7 36.4 Deferred tax liabilities 214.8 264.1 Operating lease liabilities, net of current portion 54.8 85.7 Non-current liabilities of discontinued operations — 34.3 Other non-current liabilities 82.6 33.1 Total non-current liabilities 3,574.6 3,527.0 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, 80,127,994 shares and 81,539,871 shares issued at December 31, 2024 and December 31, 2023, respectively 0.8 0.8 Additional paid-in capital 1,215.9 1,113.6 Accumulated other comprehensive loss ( 4.1 ) ( 4.8 ) Treasury stock, 17,575,527 shares, at cost, at December 31, 2024 and December 31, 2023, respectively ( 694.1 ) ( 694.1 ) Retained earnings ( 205.7 ) 430.0 Non-controlling interests in subsidiaries 262.4 114.2 Total stockholders’ equity 575.2 959.7 Total liabilities and stockholders’ equity $ 6,665.8 $ 7,171.8 See accompanying notes to the consolidated financial statements F-5 | Financial Statements Delek US Holdings, Inc. Consolidated Statements of Income (In millions, except share and per share data) Year Ended December 31, 2024 2023 2022 Net revenues $ 11,852.2 $ 16,467.2 $ 19,801.0 Cost of sales: Cost of materials and other 10,781.8 14,825.3 18,071.4 Operating expenses (excluding depreciation and amortization presented below) 763.8 770.6 718.1 Depreciation and amortization 349.7 322.8 263.8 Total cost of sales 11,895.3 15,918.7 19,053.3 Insurance proceeds ( 20.6 ) ( 20.3 ) ( 31.2 ) Operating expenses related to wholesale business (excluding depreciation and amortization presented below) 3.4 4.4 8.6 General and administrative expenses 252.8 272.0 313.7 Depreciation and amortization 24.8 16.7 11.2 Asset impairment 243.5 37.9 — Other operating income, net ( 55.5 ) ( 6.9 ) ( 12.1 ) Total operating costs and expenses 12,343.7 16,222.5 19,343.5 Operating (loss) income ( 491.5 ) 244.7 457.5 Interest expense, net 313.0 318.0 195.8 Income from equity method investments ( 92.2 ) ( 86.2 ) ( 57.7 ) Other income, net ( 6.3 ) ( 3.7 ) ( 2.4 ) Total non-operating expense, net 214.5 228.1 135.7 (Loss) income from continuing operations before income tax (benefit) expense ( 706.0 ) 16.6 321.8 Income tax (benefit) expense ( 107.9 ) ( 3.0 ) 56.4 (Loss) income from continuing operations, net of tax ( 598.1 ) 19.6 265.4 Discontinued operations: Income from discontinued operations, including gain on sale of discontinued operations 105.9 35.2 32.6 Income tax expense 28.7 8.1 7.5 Income from discontinued operations, net of tax 77.2 27.1 25.1 Net (loss) income ( 520.9 ) 46.7 290.5 Non-controlling interests 39.5 26.9 33.4 Net (loss) income attributable to Delek $ ( 560.4 ) $ 19.8 $ 257.1 Basic (loss) income per share: (Loss) income from continuing operations $ ( 9.98 ) $ ( 0.11 ) $ 3.28 Income from discontinued operations 1.21 0.41 0.35 Total basic (loss) income per share $ ( 8.77 ) $ 0.30 $ 3.63 Diluted (loss) income per share: (Loss) income from continuing operations $ ( 9.98 ) $ ( 0.11 ) $ 3.24 Income from discontinued operations 1.21 0.41 0.35 Total diluted (loss) income per share $ ( 8.77 ) $ 0.30 $ 3.59 Weighted average common shares outstanding: Basic 63,882,219 65,406,089 70,789,458 Diluted 63,882,219 65,406,089 71,516,361 See accompanying notes to the consolidated financial statements F-6 | Financial Statements Delek US Holdings, Inc. Consolidated Statements of Comprehensive Income (Loss) (In millions) Year Ended December 31, 2024 2023 2022 Net (loss) income $ ( 520.9 ) $ 46.7 $ 290.5 Other comprehensive (loss) income: Postretirement benefit plans: Unrealized gain (loss) arising during the year related to: Net actuarial gain (loss) 0.9 0.7 ( 1.9 ) Reclassified to other (income) expense, net: Amortization of net actuarial gain ( 0.1 ) ( 0.2 ) — Net change related to postretirement benefit plans 0.8 0.5 ( 1.9 ) Income tax expense (benefit) 0.1 0.1 ( 0.5 ) Net comprehensive gain (loss) on postretirement benefit plans 0.7 0.4 ( 1.4 ) Total other comprehensive income (loss) 0.7 0.4 ( 1.4 ) Comprehensive (loss) income attributable to: $ ( 520.2 ) $ 47.1 $ 289.1 Non-controlling interest 39.5 26.9 33.4 Comprehensive (loss) income attributable to Delek $ ( 559.7 ) $ 20.2 $ 255.7 See accompanying notes to the consolidated financial statements F-7 | Financial Statements Delek US Holdings, Inc. Consolidated Statements of Changes in Stockholders' Equity (In millions, except share and per share data) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings Treasury Shares Non-Controlling Interest in Subsidiaries Total Stockholders' Equity Redeemable Non-Controlling Interest 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 — — — — 257.1 — — 33.4 290.5 — Other comprehensive loss related to postretirement benefit plans, net — — — ( 1.4 ) — — — — ( 1.4 ) — Common stock dividends ($ 0.610 per share) — — — — ( 42.8 ) — — — ( 42.8 ) — Equity-based compensation expense — — 28.6 — — — — 0.5 29.1 — Distributions to non-controlling interests — — — — — — — ( 36.0 ) ( 36.0 ) — Repurchase of common stock ( 4,261,185 ) — ( 56.9 ) — ( 72.7 ) — — — ( 129.6 ) — Purchase of Delek common stock from IEP Energy Holding LLC ( 3,497,268 ) — ( 46.0 ) — ( 18.0 ) — — — ( 64.0 ) — Sale of Delek Logistics common limited partner units, net — — 8.5 — — — — 5.1 13.6 — Issuance of Delek Logistic common limited partner units, net — — — — — — — 3.1 3.1 — Taxes paid due to the net settlement of equity-based compensation — — ( 6.5 ) — — — — — ( 6.5 ) — Exercise of equity-based awards 457,405 — — — — — — — — — Other 38,485 — ( 0.1 ) — ( 0.4 ) — — — ( 0.5 ) — 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 $ — F-8 | Financial Statements Delek US Holdings, Inc. Consolidated Statements of Changes in Stockholders' Equity (Continued) (In millions, except share and per share data) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Treasury Stock Non-Controlling Interest in Subsidiaries Total Stockholders' Equity Redeemable Non-Controlling Interest 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 — — — — 19.8 — — 26.9 46.7 — Other comprehensive gain related to postretirement benefit plans, net — — — 0.4 — — — — 0.4 — Common stock dividends ($ 0.925 per share) — — — — ( 60.3 ) — — — ( 60.3 ) — Equity-based compensation expense — — 26.8 — — — — 0.7 27.5 — Distributions to non-controlling interests — — — — — — — ( 38.6 ) ( 38.6 ) — Repurchase of common stock ( 3,562,767 ) ( 0.1 ) ( 48.1 ) — ( 37.2 ) — — — ( 85.4 ) — Taxes paid due to the net settlement of equity-based compensation — — ( 4.5 ) — — — — ( 0.7 ) ( 5.2 ) — Exercise of equity-based awards 450,123 — — — — — — — — — Other 142,998 — 5.3 — ( 0.2 ) — — — 5.1 — Balance at December 31, 2023 81,539,871 $ 0.8 $ 1,113.6 $ ( 4.8 ) $ 430.0 ( 17,575,527 ) $ ( 694.1 ) $ 114.2 $ 959.7 $ — F-9 | Financial Statements Delek US Holdings, Inc. Consolidated Statements of Changes in Stockholders' Equity (Continued) (In millions, except share and per share data) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Treasury Shares Non-Controlling Interest in Subsidiaries Total Stockholders' Equity Redeemable Non-Controlling Interest Shares Amount Shares Amount Balance at December 31, 2023 81,539,871 $ 0.8 $ 1,113.6 $ ( 4.8 ) $ 430.0 ( 17,575,527 ) $ ( 694.1 ) $ 114.2 $ 959.7 $ — Net (loss) income — — — — ( 560.4 ) — — 39.5 ( 520.9 ) — Other comprehensive gain related to postretirement benefit plans, net — — — 0.7 — — — — 0.7 — Common stock dividends ($ 1.005 per share) — — — — ( 64.2 ) — — — ( 64.2 ) — Distributions to non-controlling interests — — — — — — — ( 56.8 ) ( 56.8 ) — Equity-based compensation expense — — 32.6 — — — — 1.2 33.8 — Repurchase of common stock ( 2,168,196 ) — ( 31.7 ) — ( 9.8 ) — — — ( 41.5 ) — Taxes paid due to the net settlement of equity-based compensation — — ( 5.5 ) — — — — ( 1.0 ) ( 6.5 ) — Exercise of equity-based awards 589,300 — — — — — — — — — Equity attributable to issuance of Delek Logistics common limited partner units, net of tax — — 103.9 — — — — 165.6 269.5 — Issuance of Delek Logistics preferred units — — — — — — — — — 70.0 Redemption of Delek Logistics preferred units — — — — ( 0.8 ) — — — ( 0.8 ) ( 70.0 ) Other 167,019 — 3.0 — ( 0.5 ) — — ( 0.3 ) 2.2 — Balance at December 31, 2024 80,127,994 $ 0.8 $ 1,215.9 $ ( 4.1 ) $ ( 205.7 ) ( 17,575,527 ) $ ( 694.1 ) $ 262.4 $ 575.2 $ — See accompanying notes to the consolidated financial statements F-10 | Financial Statements Delek US Holdings, Inc. Consolidated Statements of Cash Flows (In millions) Year Ended December 31, 2024 2023 2022 Cash flows from operating activities: Net (loss) income $ ( 520.9 ) $ 46.7 $ 290.5 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 374.5 339.5 275.0 Non-cash lease expense 46.1 60.3 63.7 Deferred income taxes ( 103.6 ) ( 1.6 ) 61.6 Asset impairment 243.5 37.9 — Income from equity method investments ( 92.2 ) ( 86.2 ) ( 57.7 ) Dividends from equity method investments 74.1 61.0 32.3 Non-cash lower of cost or market/net realizable value adjustment ( 10.7 ) 0.4 1.9 Loss on extinguishment of debt 3.6 — — Equity-based compensation expense 33.8 27.5 29.1 Income from discontinued operations, including gain on sale of discontinued operations, net ( 77.2 ) ( 27.1 ) ( 25.1 ) Other 0.5 5.0 15.1 Changes in assets and liabilities: Accounts receivable 179.8 460.0 ( 429.1 ) Inventories and other current assets 84.6 559.4 ( 251.1 ) Fair value of derivatives ( 5.5 ) 4.0 ( 4.6 ) Accounts payable and other current liabilities ( 220.8 ) ( 299.7 ) 300.9 Obligation under Inventory Intermediation Agreements 1.1 ( 192.1 ) 102.3 Non-current assets and liabilities, net ( 94.4 ) ( 16.0 ) ( 11.1 ) Cash (used in) provided by operating activities - continuing operations ( 83.7 ) 979.0 393.7 Cash provided by operating activities - discontinued operations 16.9 34.6 31.6 Net cash (used in) provided by operating activities ( 66.8 ) 1,013.6 425.3 Cash flows from investing activities: Business Combinations ( 182.5 ) — ( 625.6 ) Equity method investment contributions ( 19.1 ) — ( 0.1 ) Distributions from equity method investments 5.0 14.9 9.9 Purchases of property, plant and equipment ( 427.7 ) ( 392.5 ) ( 280.2 ) Purchase of equity securities ( 0.4 ) ( 11.9 ) — Purchases of intangible assets ( 2.9 ) ( 4.3 ) ( 5.6 ) Proceeds from sale of property, plant and equipment 10.2 1.9 0.2 Insurance and settlement proceeds 16.2 10.3 — Other ( 2.0 ) — — Cash used in investing activities - continuing operations ( 603.2 ) ( 381.6 ) ( 901.4 ) Cash provided by (used in) investing activities - discontinued operations 361.7 ( 26.4 ) ( 30.2 ) Net cash used in investing activities ( 241.5 ) ( 408.0 ) ( 931.6 ) Cash flows from financing activities: Proceeds from long-term revolvers 6,922.1 3,545.8 3,385.3 Payments on long-term revolvers ( 7,272.2 ) ( 3,980.8 ) ( 2,472.8 ) Proceeds from term debt 1,059.0 — 1,250.0 Payments on term debt ( 540.8 ) ( 28.2 ) ( 1,289.1 ) Proceeds from product and other financing agreements 1,110.3 1,187.3 994.6 Repayments of product and other financing agreements ( 1,096.3 ) ( 1,212.7 ) ( 1,006.9 ) Proceeds from Inventory Intermediation Agreement — 32.2 538.8 Proceeds from termination of Supply & Offtake Obligation — 25.8 ( 586.9 ) Taxes paid due to the net settlement of equity-based compensation ( 6.5 ) ( 5.2 ) ( 6.5 ) Repurchase of common stock ( 41.5 ) ( 85.4 ) ( 129.6 ) Distribution to non-controlling interest ( 56.8 ) ( 38.6 ) ( 36.0 ) Proceeds from sale of Delek Logistics common limited partner units, net — — 16.4 Proceeds from issuance of Delek Logistic common limited partner units, net 297.9 — 3.1 Purchase of Delek common stock from IEP Energy Holding LLC — — ( 64.0 ) Redemption of Delek Logistics preferred units ( 70.8 ) — Payment of debt extinguishment costs ( 0.3 ) — — Dividends paid ( 64.2 ) ( 60.3 ) ( 42.8 ) Deferred financing costs paid ( 18.2 ) ( 4.6 ) ( 62.5 ) Cash provided by (used in) financing activities - continuing operations 221.7 ( 624.7 ) 491.1 Net used in financing activities 221.7 ( 624.7 ) 491.1 Net decrease in cash and cash equivalents ( 86.6 ) ( 19.1 ) ( 15.2 ) Cash and cash equivalents at the beginning of the period 822.2 841.3 856.5 Cash and cash equivalents at the end of the period 735.6 822.2 841.3 Less cash and cash equivalents of discontinued operations at the end of the period — 0.4 0.4 Cash and cash equivalents of continuing operations at the end of the period $ 735.6 $ 821.8 $ 840.9 Delek US Holdings, Inc. Consolidated Statements of Cash Flows (Continued) (In millions) Supplemental disclosures of cash flow information: Cash paid during the period for: Interest, net of capitalized interest of $ 4.5 million, $ 5.5 million and $ 2.1 million in the 2024, 2023 and 2022 periods, respectively $ 300.1 323.5 186.7 Income taxes $ 3.8 $ 10.8 $ 27.6 Non-cash investing activities: Delek Logistics preferred units issued in connection with H2O Acquisition $ 70.0 $ — $ — Increase (decrease) in accrued capital expenditures $ 14.9 $ ( 27.6 ) $ 34.8 Non-cash financing activities: Non-cash lease liability arising from obtaining right-of-use assets during the period $ 16.0 $ 55.9 $ 27.7 See accompanying notes to the consolidated financial statements F-11 | Notes to Consolidated Financial Statements Delek US Holdings, Inc. Notes to Consolidated Financial Statements 1. General 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). Unless otherwise noted or the context requires otherwise, the terms "we," "our," "us," "Delek" and the "Company" are used in this report to refer to Delek and its consolidated subsidiaries for all periods presented. Delek's Common Stock is listed on the New York Stock Exchange ("NYSE") under the symbol "DK." 2. Accounting Policies Basis of Presentation Our consolidated financial statements include the accounts of Delek and its subsidiaries. All significant intercompany transactions and account balances have been eliminated in consolidation. On July 31, 2024, a wholly owned subsidiary of Delek, entered into a definitive equity purchase agreement (the "Retail Purchase Agreement") with a subsidiary of Fomento Económico Mexicano, S.A.B. de C.V. (“FEMSA”). Under the terms of the Retail Purchase Agreement, Delek agreed to sell, and FEMSA agreed to purchase, 100 % of the equity interests in four of Delek’s wholly-owned subsidiaries that owned and operated 249 retail fuel and convenience stores (the "Retail Stores") under the Delek US Retail brand for a total cash consideration of $ 390.2 million including the purchase of inventory and other customary adjustments under the Retail Purchase Agreement for indebtedness (the “Retail Transaction”). The Retail Transaction closed on September 30, 2024. As a result of the Retail Purchase Agreement, we met the requirements under the provisions of Accounting Standards Codification ("ASC") 205-20, Presentation of Financial Statements - Discontinued Operations ("ASC 205-20") and ASC 360, Property, Plant and Equipment ("ASC 360"), to report the results of the Retail Stores as discontinued operations and to classify the Retail Stores as a group of discontinued operations assets. Our consolidated financial statements include Delek Logistics Partners, LP ("Delek Logistics", NYSE:DKL), which is a variable interest entity ("VIE"). 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. If 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. Use of Estimates The preparation of financial statements in conformity with United States ("U.S.") Generally Accepted Accounting Principles ("GAAP") and in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Reclassifications Certain prior period amounts have been reclassified in order to conform to the current period presentation. Having classified the Retail Stores as discontinued operations, the consolidated balance sheets for all periods presented have been reclassified to reflect discontinued operations assets and discontinued operations liabilities. The consolidated statements of income for all periods presented have been reclassified to reflect the results of the Retail Stores as income from discontinued operations, net of taxes. See Note 5 for further information regarding discontinued operations. Segment Reporting Delek is an integrated downstream energy business based in Brentwood, Tennessee. Prior to July 2024, we aggregated our operating units into three reportable segments: Refining, Logistics and Retail consisting of three primary lines of business: • petroleum refining and crude oil operations; • the transportation, storage and wholesale distribution of crude oil, natural gas, intermediate and refined products and water disposal and recycling; and • convenience store retailing. Having classified the Retail Stores as discontinued operations, Retail is no longer a reportable segment. F-12 | Operations that are not specifically included in the reportable segments are included in Corporate, Other and Eliminations, which primarily consists of the following: • our corporate activities; • results of certain immaterial operating segments, including our Canadian crude trading operations (as discussed in Note 12); and • intercompany eliminations. Segment reporting is more fully discussed in Note 4. Cash and Cash Equivalents Delek maintains cash and cash equivalents in accounts with large, U.S. or multi-national financial institutions. All highly liquid investments purchased with a term of three months or less are considered to be cash equivalents. As of December 31, 2024 and 2023, these cash equivalents consisted primarily of bank money market accounts and bank certificates of deposit, as well as overnight investments in U.S. Government or its agencies' obligations and bank repurchase obligations collateralized by U.S. Government or its agencies' obligations. Accounts Receivable Accounts receivable primarily consists of trade receivables generated in the ordinary course of business, but may also include receivables on commodity sales contracts that are part of crude optimization and are, therefore, related to transactions that are reflected as reductions of cost of materials and other, rather than revenue. Such other receivables are with the same or similar customers as our trade receivables, and are subject to the same characteristics regarding the nature, timing, pricing and risk. Delek recorded an allowance for doubtful accounts related to accounts receivable of $ 13.0 million and $ 5.8 million as of December 31, 2024 and 2023, respectively. Credit is extended based on evaluation of the customer’s financial condition. We perform ongoing credit evaluations of our customers and require letters of credit, prepayments or other collateral or guarantees as management deems appropriate. Allowance for doubtful accounts is based on a combination of historical experience and specific identification methods. Credit risk is minimized as a result of the ongoing credit assessment of our customers and a lack of concentration in our customer base. Credit losses are charged to allowance for doubtful accounts when deemed uncollectible. Our allowance for doubtful accounts is reflected as a reduction of accounts receivable in the consolidated balance sheets. No customer accounted for more than 10 % of our consolidated accounts receivable balance as of December 31, 2024 and one customer as of December 31, 2023. No customer accounted for more than 10% of consolidated net sales for the year ended December 31, 2024. One customer accounted for $ 4.0 billion and $ 3.9 billion of net sales which was more than 10 % of consolidated net sales for the years ended December 31, 2023 and 2022, respectively, and was recognized in the Refining segment. Inventory Crude oil, work-in-process, refined products, blendstocks and asphalt inventory for all of our operations are stated at the lower of cost determined using the first-in, first-out ("FIFO") basis or net realizable value. We are not subject to concentration risk with specific suppliers, since our crude oil and refined products inventory purchases are commodities that are readily available from a large selection of suppliers. Investment Commodities Investment commodities represent those commodities (generally crude oil) physically on hand as a result of trading activities with physical forward contracts where such crude will not be used (either directly in production or indirectly through inventory optimization) in the normal course of our refining business. Such investment commodities are maintained on a weighted average cost basis for determining realized gains and losses on physical purchases and sales under forward contracts, and ending balances are adjusted to fair value at each reporting date using published market prices of the commodity on the applicable exchange. The investment commodities are included in other current assets on the accompanying consolidated balance sheets and changes in fair value are recorded in other operating income in the accompanying consolidated statements of income. Property, Plant and Equipment Assets acquired by Delek in conjunction with business acquisitions are recorded at estimated fair value at the acquisition date in accordance with the purchase method of accounting as prescribed in ASC 805, Business Combinations ("ASC 805"). Other acquisitions of property and equipment are carried at cost. Betterments, renewals and extraordinary repairs that extend the life of an asset are capitalized. Delek capitalizes interest on capital projects associated with the refining and logistics segments. Maintenance and repairs are charged to expense as incurred. Delek owns certain fixed assets on leased locations and depreciates these assets and asset improvements over the lesser of management's estimated useful lives of the assets or the remaining lease term. F-13 | Depreciation is computed using the straight-line method over management's estimated useful lives of the related assets, which are as follows: Years Building and building improvements 15 - 40 Refinery machinery and equipment 5 - 40 Pipelines and terminals 10 - 40 Refinery turnaround costs 4 - 6 Automobiles 3 - 10 Computer equipment and software 3 - 10 Furniture and fixtures 5 - 15 Other Intangible Assets Other intangible assets acquired in a business combination and determined to be finite-lived are amortized over their respective estimated useful lives. The finite-lived intangible assets are amortized on straight-line basis over the estimated useful lives of 5 to 35 years. The amortization expense is included in depreciation and amortization on the accompanying consolidated statements of income. Acquired intangible assets determined to have an indefinite useful life are not amortized, but are instead tested for impairment in connection with our evaluation of long-lived assets as events and circumstances indicate that the asset might be impaired. Long-Lived Assets and Other Intangibles Impairment Long-lived assets held and used and other intangibles are evaluated for impairment whenever indicators of impairment exist. In accordance with ASC 360 and ASC 350, Intangibles - Goodwill and Other ("ASC 350"), Delek evaluates the realizability of these long-lived assets as events occur that might indicate potential impairment. In doing so, Delek assesses whether the carrying amount of the asset is recoverable by estimating the sum of the future cash flows expected to result from the asset, undiscounted and without interest charges. If the carrying amount is more than the recoverable amount, an impairment charge must be recognized based on the fair value of the asset. These impairment charges are included in asset impairment in our consolidated statements of income. There was $ 31.3 million and $ 23.1 million impairment related to property, plant and equipment, other non-current assets and right-of-use assets for the years ended December 31, 2024 and 2023, respectively. There were no impairment charges for the year ended December 31, 2022. See Note 20 and Note 25 for further information on our asset impairment charges. Equity Method Investments For equity investments that are not required to be consolidated under the variable or voting interest model, we evaluate the level of influence we are able to exercise over an entity’s operations to determine whether to use the equity method of accounting. Our judgment regarding the level of influence over an equity method investment includes considering key factors such as our ownership interest, participation in policy-making and other significant decisions and material intercompany transactions. Equity investments for which we determine we have significant influence are accounted for as equity method investments. Amounts recognized for equity method investments are included in equity method investments in our consolidated balance sheets and adjusted for our share of the net earnings and losses of the investee and cash distributions, which are separately stated in our consolidated statements of income and our consolidated statements of cash flows. We evaluate our equity method investments presented for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. There were no impairment losses recorded on equity method investments for the years ended December 31, 2024, 2023 or 2022. See Note 8 for further information on our equity method investments. Variable Interest Entities Our consolidated financial statements include the financial statements of our subsidiaries and variable interest entities, of which we are the primary beneficiary. We evaluate all legal entities in which we hold an ownership or other pecuniary interest to determine if the entity is a VIE. Variable interests can be contractual, ownership or other pecuniary interests in an entity that change with changes in the fair value of the VIE’s assets. If we are not the primary beneficiary, the general partner or another limited partner may consolidate the VIE, and we record the investment as an equity method investment. Refinery Turnaround Costs Refinery turnaround costs are incurred in connection with planned shutdowns and inspections of our refineries' major units to perform necessary repairs and replacements. Refinery turnaround costs are deferred when incurred, classified as property, plant and equipment and amortized on a straight-line basis over that period of time estimated to lapse until the next planned turnaround occurs. Refinery turnaround costs include, among other things, the cost to repair, restore, refurbish or replace refinery equipment such as vessels, tanks, reactors, piping, rotating equipment, instrumentation, electrical equipment, heat exchangers and fired heaters. F-14 | Goodwill and Impairment Goodwill in an acquisition represents the excess of the aggregate purchase price over the fair value of the identifiable net assets. Goodwill is reviewed at least annually during the fourth quarter for impairment, or more frequently if indicators of impairment exist, such as disruptions in our business, unexpected significant declines in operating results or a sustained market capitalization decline. Goodwill is evaluated for impairment by comparing the carrying amount of the reporting unit to its estimated fair value. In accordance with Accounting Standards Updates ("ASU") 2017-04, Goodwill and Other (Topic 350); Simplifying the Test for Goodwill Impairment , a goodwill impairment charge is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. In assessing the recoverability of goodwill, assumptions are made with respect to future business conditions and estimated expected future cash flows to determine the fair value of a reporting unit. We may consider inputs such as a market participant weighted average cost of capital, gross margin, future volumes, capital expenditures and long-term growth rates based on historical information and our best estimate of future forecasts, all of which are subject to significant judgment and estimates. We may also consider a market approach in determining or corroborating the fair values of the reporting units using a multiple of expected future cash flows, such as those used by third-party analysts, which is also subject to significant judgment and estimates. If these estimates and assumptions change in the future, due to factors such as a decline in general economic conditions, competitive pressures on sales and margins and other economic and industry factors beyond management's control, an impairment charge may be required. A significant risk to our future results and the potential future impairment of goodwill is the volatility of the crude oil and the refined product markets which is often unpredictable and may negatively impact our results of operations in ways that cannot be anticipated and that are beyond management's control. We may also elect to perform a qualitative impairment assessment of goodwill balances. The qualitative assessment permits companies to assess whether it is more likely than not (i.e., a likelihood of greater than 50%) that the fair value of a reporting unit is less than its carrying amount. If a company concludes that, based on the qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the company is required to perform the quantitative impairment test. Alternatively, if a company concludes based on the qualitative assessment that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it has completed its goodwill impairment test and does not need to perform the quantitative impairment test. Our annual assessment of goodwill resulted in an impairment of $ 212.2 million and $ 14.8 million during the years ended December 31, 2024 and 2023, respectively. There was no impairment during the year ended December 31, 2022. Details of remaining goodwill balances by segment are included in Note 17. Business Combinations We recognize and measure the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date in accordance with the provisions of ASC 805. Any excess or deficiency of the purchase consideration when compared to the fair value of the net tangible assets acquired, if any, is recorded as goodwill or gain from a bargain purchase. The fair value of assets and liabilities as of the acquisition date are often estimated using a combination of approaches, including the income approach, which requires us to project future cash flows and apply an appropriate discount rate; the cost approach, which requires estimates of replacement costs and depreciation and obsolescence estimates; and the market approach which uses market data and adjusts for entity-specific differences. We use all available information to make these fair value determinations and engage third-party consultants for valuation assistance. The estimates used in determining fair values are based on assumptions believed to be reasonable, but which are inherently uncertain. Accordingly, actual results may differ materially from the projected results used to determine fair value. Derivatives Delek records all derivative financial instruments, including any interest rate swap and cap agreements, fuel-related derivatives, over the counter future swaps, forward contracts and future RIN purchase and sales commitments that qualify as derivative instruments, at estimated fair value in accordance with the provisions of ASC 815, Derivatives and Hedging ("ASC 815"). Changes in the fair value of the derivative instruments are recognized in operations, unless we elect to apply and qualify for the hedging treatment permitted under the provisions of ASC 815 allowing such changes to be classified as other comprehensive income for cash flow hedges. We determine the fair value of all derivative financial instruments utilizing exchange pricing and/or price index developers such as Platts, Argus or OPIS. On a regular basis, Delek enters into commodity contracts with counterparties for the purchase or sale of crude oil, blendstocks, and various finished products. We evaluate these contracts under ASC 815 and do not measure at fair value if they qualify for, and we elect, the normal purchase / normal sale ("NPNS") exception. Delek's policy under the guidance of ASC 815-10-45, Derivatives and Hedging - Other Presentation Matters ("ASC 815-10-45"), is to net the fair value amounts recognized for multiple derivative instruments executed with the same counterparty and offset these values against the cash collateral arising from these derivative positions. F-15 | Fair Value of Financial Instruments The fair values of financial instruments are estimated based upon current market conditions and quoted market prices for the same or similar instruments. Management estimates that the carrying value approximates fair value for all of Delek's assets and liabilities that fall under the scope of ASC 825, Financial Instruments ("ASC 825"). Delek also applies the provisions of ASC 825 as it pertains to the fair value option with respect to certain financial instruments. This option 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. Delek applies the provisions of ASC 820, Fair Value Measurements and Disclosure ("ASC 820"), which defines fair value, establishes a framework for its measurement and expands disclosures about fair value measurements. ASC 820 applies to our commodity and other derivatives that are measured at fair value on a recurring basis, and to our inventory intermediation agreement that is accounted for under the fair value election. ASC 820 also applies to the measurement of our equity method investment, goodwill and long-lived tangible and intangible assets when determining whether or not an impairment exists, when circumstances require evaluation. This standard also requires that we assess the impact of nonperformance risk on our derivatives. Nonperformance risk is not considered material to our financial statements as of December 31, 2024 and 2023. Inventory Intermediation Obligations Delek has 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, which provide a financing mechanism on contractual baseline inventory volumes and also revolving over and short volumes. We account for the market-indexed obligations under our Intermediation Agreements as product (in this case, crude oil and refined product inventory) financing arrangements under the fair value option pursuant to ASC 825 and the fair value guidance provided by ASC 820, and recognize all changes in the fair value in cost of materials and other in the accompanying statements of income. 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") with similar terms. See Notes 10 and 13 for further discussion. Environmental Credits and Related Regulatory Obligations As part of our refining operations, we generate certain regulatory environmental credit obligations due to the U.S. Environmental Protection Agency (“EPA”) or other regulatory agencies. Additionally, we may generate, during the operation of our refining or other activities, or purchase on a market, environmental credits for purposes of ultimately meeting expected environmental credit obligations. These resultant net environmental credit obligations are accounted for under ASC 825. For those net credit obligations where (1) there are consistently available observable market inputs or market-corroborated inputs; and (2) there continues to be (or is reasonably expected to be) sustained liquidity in the applicable credits market, we generally apply the fair value option, as available pursuant to ASC 825. We recognize a current liability at the end of each reporting period in which we do not have sufficient environmental credits to cover the current environmental credits obligation (a “deficit”), and we recognize a current asset at the end of each reporting period in which we have generated or acquired environmental credits meeting our recognition criteria in excess of our current environmental credits obligation (a “surplus”). Any obligation would be measured at fair value either directly through the observable inputs or indirectly through the market-corroborated inputs. The net cost of environmental credits used each period as well as changes to fair value attributable to our environmental credit obligations are charged to cost of materials and other in the consolidated statements of income. Our environmental credit obligations predominantly relate to EPA’s Renewable Fuel Standard - 2 ("RFS-2"), which requires that certain refiners generate environmental credits, called Renewable Identification Numbers ("RINs"), by blending renewable fuels into the fuel products they produce, or else purchasing RINs on the market, and that such RINs shall be used to satisfy the related environmental credit obligation. Each of our refineries is an obligated party under RFS-2. To the extent that any of our refineries is unable to blend or produce renewable fuels or generate or obtain sufficient RINs, it must purchase RINs to satisfy its annual requirement ("RINs Obligation"). 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.” For all periods presented in these consolidated financial statements, the individual obligation relating to a specific category and vintage requirements under RFS-2 comprising our Consolidated Net RINs Obligation are subject to market risk and meet the criteria set forth above. Therefore, we have elected to apply the fair value option to our Consolidated Net RIN Obligation, using the fair value guidance provided by ASC 820. Recognition of production-related RINs Obligation expense reflects the accrual of our RINs Obligation based on the current period production using current market price of RINs. We record fair value adjustments to the RINs Obligation to reflect the ending market price of the underlying RINs relating to RINs Obligation incurred on previous production that is still outstanding. We also may have changes in fair value attributable to changes in other observable market inputs, such as changes in volumetric expectations for obligation years where the volumetric rates have not yet been enacted. Therefore, fair value adjustments represent adjustments for changes in observable inputs from what they were when we initially incurred and recorded the obligation. F-16 | Other Related Transactions From time to time, Delek enters 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 measured at fair value based on quoted prices from an independent pricing service. Changes in the fair value of these future RINs commitment contracts are recorded in cost of materials and other on the consolidated statements of income. See Note 12 for further information. Additionally, from time to time, we may elect to sell surplus environmental credits and contemporaneously enter into a corresponding obligation to repurchase substantially identical environmental credits at a future date to provide an additional source of short-term financing and to take advantage of market liquidity for holdings that are not currently required for operations. We account for such transactions as product financing arrangements. In such cases, the sale is not recognized, but rather the proceeds are treated as product financing proceeds where a corresponding product financing obligation is recorded, while the subsequent repurchase is treated as repayment of the product financing obligation, with the difference recorded as interest expense over the intervening period. Such transactions are included in our cash flows from financing transactions. Self-Insurance Reserves Delek has varying deductibles or self-insured retentions on our workers’ compensation, general liability, automobile liability insurance and medical claims for certain employees with coverage above the deductibles or self-insured retentions in amounts management considers adequate. We maintain an accrual for these costs based on claims filed and an estimate of claims incurred but not reported. Differences between actual settlements and recorded accruals are recorded in the period such differences are identified. Environmental Expenditures It is Delek's policy to accrue environmental and clean-up related costs of a non-capital nature when it is both probable that a liability has been incurred and the amount can be reasonably estimated. Environmental liabilities represent the current estimated costs to investigate and remediate contamination at sites where we have environmental exposure. This estimate is based on assessments of the extent of the contamination, the selected remediation technology and review of applicable environmental regulations, typically considering estimated activities and costs for 15 years, and up to 25 years if a longer period is believed reasonably necessary. Such estimates may require judgment with respect to costs, time frame and extent of required remedial and clean-up activities. Accruals for estimated costs from environmental remediation obligations generally are recognized no later than completion of the remedial feasibility study and include, but are not limited to, costs to perform remedial actions and costs of machinery and equipment that are dedicated to the remedial actions and that do not have an alternative use. Such accruals are adjusted as further information develops or circumstances change. We discount environmental liabilities to their present value if payments are fixed or reliably determinable. Expenditures for equipment necessary for environmental issues relating to ongoing operations are capitalized. Provisions for environmental liabilities generally are recognized in operating expenses. Changes in laws and regulations and actual remediation expenses compared to historical experience could significantly impact our results of operations and financial position. We believe the estimates selected, in each instance, represent our best estimate of future outcomes, but the actual outcomes could differ from the estimates selected. Asset Retirement Obligations Delek initially recognizes liabilities which represent the fair value of a legal obligation to perform asset retirement activities, including those that are conditional on a future event, when the amount can be reasonably estimated. If a reasonable estimate cannot be made at the time the liability is incurred, we record the liability when sufficient information is available to estimate the liability’s fair value. In the refining segment, we have asset retirement obligations with respect to our refineries due to various legal obligations to clean and/or dispose of these assets at the time they are retired. In the logistics segment, these obligations relate to the required cleanout of the pipeline and terminal tanks and removal of certain above-grade portions of the pipeline situated on right-of-way property. In order to determine fair value, management must make certain estimates and assumptions including, among other things, projected cash flows, a credit-adjusted risk-free rate and an assessment of market conditions that could significantly impact the estimated fair value of the asset retirement obligations. We believe the estimates selected, in each instance, represent our best estimate of future outcomes, but the actual outcomes could differ from the estimates selected. F-17 | Guarantees We account for guarantees pursuant to the guidance in ASC 460, Guarantees . The fair value of a noncontingent guarantee is determined and recorded as a liability at the time the guarantee is contractually executed, and the initial liability is subsequently reduced as we are released from exposure under the guarantee. We may amortize the noncontingent guarantee liability over the relevant time period, if one exists, based on the facts and circumstances surrounding each type of guarantee, including whether the risk underlying the guarantee diminishes over time. Otherwise, we will record changes in the fair value of the liability as they occur and can be reasonably estimated and will reverse the fair value liability when there is no further exposure under the guarantee. Changes to the guarantee liability are recognized in the consolidated income statement on the line item that best represents the nature of the guarantee. When the contingent performance on a guarantee becomes probable and the liability can be reasonably estimated, we accrue an additional liability for the amount that such liability exceeds the carrying value of the noncontingent guarantee, based on the facts and circumstances at that time. Revenue Recognition The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or by providing services to a customer. Refining Revenues for products sold are recorded at the point of sale upon delivery of product, which is the point at which title to the product is transferred, the customer has accepted the product and the customer has significant risks and rewards of owning the product. We typically have a right to payment once control of the product is transferred to the customer. Transaction prices for these products are typically at market rates for the product at the time of delivery. Payment terms require customers to pay shortly after delivery and do not contain significant financing components. We sell crude barrels through supply agreements predominantly in the gulf coast region. The transaction price for these products is based on contractual rates. Revenue is recognized based on consideration specified in such agreements when performance obligations are satisfied by transferring control of crude oil to the customer. The transaction prices of our contracts with customers are either fixed or variable, with variable pricing generally based on various market indices. For our contracts that include variable consideration, we utilize the variable consideration allocation exception, whereby the variable consideration is only allocated to the performance obligations that are satisfied during the period. Refer to Note 4 for disclosure of our revenue disaggregated by segment, as well as a description of our reportable segment income. Logistics Revenues for products sold are generally recognized upon delivery of the product, which is when title and control of the product is transferred. Transaction prices for these products are typically at market rates for the product at the time of delivery. Service revenues are recognized as crude oil, intermediates, refined products, natural gas and water are shipped through, delivered by or stored in our pipelines, trucks, terminals and storage facility assets, as applicable, and as wastewater is recycled and disposed of. We do not recognize product revenues for these services as the product does not represent a promised good in the context of ASC 606, Revenue from Contracts with Customers ("ASC 606"). All service revenues are based on regulated tariff rates or contractual rates. Payment terms require customers to pay shortly after delivery and do not contain significant financing components. Credit Losses Under ASU 2016-13, Financial Instruments - Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), as codified in ASC 326, Financial Instruments - Credit Losses ("ASC 326"), we have applied the expected credit loss model for recognition and measurement of impairments in financial assets measured at amortized cost or at fair value through other comprehensive income including accounts receivables. The expected credit loss model is also applied for notes receivables and contractual holdbacks to which ASU 2016-13 applies and which are not accounted for at fair value through profit or loss. The loss allowance for the financial asset is measured at an amount equal to the lifetime expected credit losses. If the credit risk on the financial asset has decreased significantly since initial recognition, the loss allowance for the financial asset is re-measured. Changes in loss allowances are recognized in profit and loss. For trade receivables, a simplified impairment approach is applied recognizing expected lifetime losses from initial recognition. F-18 | Cost of Materials and Other and Operating Expenses For the refining segment, cost of materials and other includes the following: • 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. Operating expenses for the refining segment include the costs to operate our refineries and biodiesel facilities, excluding depreciation and amortization. These costs primarily include employee-related expenses, energy and utility costs, catalysts and chemical costs, and repairs and maintenance expenses. For the logistics segment, cost of materials and other includes the following: • 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, and • the cost of pipeline capacity leased from a third-party. Operating expenses for the logistics segment include the costs associated with the operation of owned terminals and pipelines and terminalling expenses at third-party locations, excluding depreciation and amortization. These costs primarily include outside services, allocated employee costs, repairs and maintenance costs and energy and utility costs. Operating expenses related to the wholesale business are excluded from cost of sales because they primarily relate to costs associated with selling the products through our wholesale business. Depreciation and amortization is separately presented in our statement of income and disclosed by reportable segment in Note 4. Sales, Use and Excise Taxes Delek's policy is to exclude from revenue all taxes assessed by a governmental authority, including sales, use and excise taxes, that are both imposed on and concurrent with a specific revenue-producing transaction and collected from a customer. Deferred Financing Costs Deferred financing costs associated with our revolving credit facilities are included in other non-current assets in the accompanying consolidated balance sheets. Deferred financing costs associated with our term loan facilities are included as a reduction to the associated debt balance in the accompanying consolidated balance sheets. These costs represent expenses related to issuing our long-term debt and obtaining our lines of credit and are amortized ratably over the remaining term of the respective financing when it is not materially different from the effective interest method and included in interest expense in the accompanying consolidated statements of income. See Note 11 for further information. Leases In accordance with ASC 842-20, Leases - Lessee ("ASC 842-20"), we classify leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that are highly specialized or allow us to substantially utilize or pay for the entire asset over its useful life. All other leases are classified as operating leases. Delek leases land, buildings and various equipment under primarily operating lease arrangements, most of which provide the option, after the initial lease term, to renew the leases. Some of these lease arrangements include fixed lease rate increases, while others include lease rate increases based upon such factors as changes, if any, in defined inflationary indices. For all leases that include fixed rental rate increases, these are included in our fixed lease payments. Our leases may include variable payments, based on changes on price or other indices, that are expensed as incurred. Delek calculates the total lease expense for the entire noncancelable lease period, considering renewals for all periods for which it is reasonably certain to be exercised, and records lease expense on a straight-line basis in the accompanying consolidated statements of income. Accordingly, a lease liability is recognized for these leases and is calculated to be the present value of the fixed lease payments, as defined by ASC 842-20, using a discount rate based on our incremental borrowing rate. A corresponding right-of-use asset is recognized based on the lease liability and adjusted for certain costs and prepayments. The right-of-use asset is amortized over the noncancelable lease period, considering renewals for all periods for which it is reasonably certain to be exercised. For substantially all classes of underlying assets, we have elected the practical expedient not to separate lease and non-lease components, which allows us to combine the components if certain criteria are met. See Note 25 for further information. F-19 | Income Taxes Income taxes are accounted for under the provisions of ASC 740, Income Taxes ("ASC 740"). This standard generally requires Delek to record deferred income taxes for the differences between the book and tax basis of its assets and liabilities, which are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred income tax expense or benefit represents the net change during the year in our deferred income tax assets and liabilities, exclusive of the amounts held in other comprehensive income. ASC 740 also prescribes a comprehensive model for how companies should recognize, measure, present and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return and prescribes the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. Finally, ASC 740 requires an annual tabular roll-forward of unrecognized tax benefits. In August 2022, the Inflation Reduction Act of 2022 (the “Act”) was signed into law. One of the aspects of the Act was the introduction of a 1% excise tax on certain corporate stock buybacks. More specifically, the Act would impose a nondeductible 1% excise tax on the fair market value of certain stock that is “repurchased” during the taxable year by a publicly traded U.S. corporation or acquired by certain of its subsidiaries. The taxable amount is reduced by the fair market value of certain issuances of stock throughout the year. The Act also imposes a 15% corporate minimum tax and extends and expands tax incentives for clean energy. The Act has not had any material impacts to the Company. Equity-Based Compensation ASC 718, Compensation - Stock Compensation ("ASC 718"), requires the cost of all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement and establishes fair value as the measurement objective in accounting for share-based payment arrangements. ASC 718 requires the use of a valuation model to calculate the fair value of stock-based awards on the date of grant. Delek uses the Black-Scholes-Merton option-pricing model to determine the fair value of stock option and stock appreciation right ("SARs") awards. Restricted stock units ("RSUs") are valued based on the fair market value of the underlying stock on the date of grant. Performance-based RSUs ("PRSUs") which include a market condition based on the Company's total shareholder return over the performance period are valued using a Monte-Carlo simulation model. We record compensation expense for these awards based on the grant date fair value of the award, recognized ratably over the measurement period. Vested RSUs and PRSUs are not issued until the minimum statutory withholding requirements have been remitted to us for payment to the taxing authority. As a result, the actual number of shares accounted for as issued may be less than the number of RSUs vested, due to any withholding amounts which have not been remitted. We generally recognize compensation expense related to stock-based awards with graded or cliff vesting on a straight-line basis over the vesting period. It is our practice to issue new shares when share-based awards are exercised. Our equity-based compensation expense includes estimates for forfeitures and volatility based on our historical experience. If actual forfeitures differ from our estimates, we adjust equity-based compensation expense accordingly. Postretirement Benefits In connection with the acquisition of the outstanding common stock of Alon on July 1, 2017 (the "Delek/Alon Merger"), we assumed defined benefit pension and postretirement medical plans for certain former Alon employees. We recognize the underfunded status of our defined benefit pension and postretirement medical plans as a liability. Changes in the funded status of our defined benefit pension and postretirement medical plans are recognized in other comprehensive income in the period when the changes occur. The funded status represents the difference between the projected benefit obligation and the fair value of the plan assets. The projected benefit obligation is the present value of benefits earned to date by plan participants, including the effect of assumed future salary increases. Plan assets are measured at fair value. We use December 31 of each year, or more frequently as necessary, as the measurement date for plan assets and obligations for all of our defined benefit pension and postretirement medical plans. We straight-line amortize prior service costs and actuarial gains and losses over the average future service of members expected to receive benefits and use a 10 % corridor in regards to the actuarial gains and losses. See Note 23 for more information regarding our postretirement benefits. The service cost component of net periodic benefit is included as part of general and administrative expenses in the accompanying consolidated statements of income. The other components of net periodic benefit are included as part of other income, net in the accompanying consolidated statements of income. F-20 | New Accounting Pronouncements Adopted During 2024 ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 expands reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the chief decision maker ("CODM") and included within each reported measure of a segment's profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment's profit or loss and assets. The ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted the provisions of ASU 2023-07 in the fourth quarter of 2024 and resulted in additional segment reporting disclosure requirements but did not have a significant impact on our consolidated financial statements. See Note 4 for further information. ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements In March 2024, the FASB issued ASU 2024-02 Codification Improvements - Amendments to Remove References to the Concepts Statements ("ASU 2024-02"), which amends the Accounting Standards Codification ("Codification") to remove references to various concepts statements and impacts a variety of topics in the Codification. The ASU is intended to simplify the Codification and draw a distinction between authoritative and non-authoritative literature. ASU 2024-02 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company adopted the provisions of ASU 2024-02 in the third quarter of 2024, and the adoption of this standard did not have a material impact on the Company's consolidated financial statements and related disclosures. ASU 2023-06, Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative In October 2023, the FASB issued ASU 2023-06 Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06"). The main provision of ASU 2023-06 is to clarify or improve disclosure and presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the FASB accounting standard codification with the SEC's regulations. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company adopted the provisions of ASU 2023-06 in 2024, and the adoption of this standard did not have a material impact on the Company's consolidated financial statements and related disclosures. Accounting Pronouncements Not Yet Adopted ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"). ASU 2024-03 requires disaggregation of expenses into specific categories such as purchase of inventory, employee compensation, depreciation, and intangible asset amortization, by relevant expense caption on the statement of operations. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted on either a prospective or retrospective basis. The adoption will not affect our financial position or our results of operations, but will result in additional disclosures. ASU 2023-09, Income Taxes(Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09 Income Taxes(Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). The standard is intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The amendments in this ASU are effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis with the option to apply the standard retrospectively. The adoption will not affect our financial position or our results of operations, but will result in additional disclosures. 3. Acquisitions Gravity Acquisition On December 11, 2024, Delek Logistics entered into an agreement (the "Gravity Purchase Agreement") to acquire 100 % of the limited liability company interests in Gravity Water Intermediate Holdings LLC from Gravity Water Holdings LLC (the "Seller") related to the Seller's water disposal and recycling operations in the Permian Basin and the Bakken (the “Gravity Acquisition”) for total consideration of $ 301.2 million, subject to customary adjustments for net working capital. The purchase price was comprised of $ 209.3 million in cash and 2,175,209 of Delek Logistics’ common units. Upon execution of the Gravity Purchase Agreement, we made a cash deposit of $ 22.8 million, recorded in other current assets on the consolidated balance sheets, which was credited to the sale upon closing. The Gravity Acquisition closed on January 2, 2025. F-21 | H2O Midstream On September 11, 2024, Delek Logistics completed the acquisition of 100 % of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC (the “Purchased Interests” or "H2O Midstream Acquisition") from H2O Midstream Holdings, LLC. The H2O Midstream Acquisition included water disposal and recycling operations in the Midland Basin in Texas for total consideration of $ 229.7 million, subject to customary adjustments for net working capital ("H2O Transaction"). The purchase price was comprised of approximately $ 159.7 million in cash and $ 70.0 million of Delek Logistics’ preferred units. See Note 7 for further information on Preferred Units. The cash portion was financed through a combination of cash on hand and borrowings under the Delek Logistics' Credit Facility (as defined in Note 11). For the year ended December 31, 2024, we incurred $ 7.4 million in incremental direct acquisition and integration costs that principally consist of legal, advisory and other professional fees. Such costs are included in general and administrative expenses in the accompanying consolidated statements of income. Our consolidated financial and operating results reflect the H2O Midstream Acquisition operations beginning September 11, 2024. Our results of operations included revenue and net income of $ 19.5 million and $ 8.3 million, respectively, for the period from September 11, 2024 through December 31, 2024 related to these operations. The H2O Midstream 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. Determination of Purchase Price The table below represents the estimated purchase price (in millions): Base purchase price: $ 230.0 Less: Adjusted Net Working Capital (as defined in the H2O Purchase Agreement) ( 2.6 ) Plus: various closing adjustments 2.3 Adjusted purchase price $ 229.7 Cash paid 159.7 Fair value of Preferred Units issued 70.0 Preliminary purchase price $ 229.7 Purchase Price Allocation The following table summarizes the preliminary fair values of assets acquired and liabilities assumed in the H2O Midstream Acquisition as of September 11, 2024 (in millions): Assets acquired: Accounts receivables $ 6.7 Inventories 2.5 Other current assets 0.9 Property, plant and equipment 174.5 Operating lease right-of-use assets 2.0 Other intangibles (1) 57.5 Total assets acquired 244.1 Liabilities assumed: Accounts payable 1.8 Accrued expenses and other current liabilities 7.2 Current portion of operating lease liabilities 0.3 Asset retirement obligations 4.9 Operating lease liabilities, net of current portion 0.2 Total liabilities assumed 14.4 Fair value of net assets acquired $ 229.7 (1) The acquired intangible assets amount includes the following identified intangibles: • Customer relationship intangible that is subject to amortization with a preliminary fair value of $ 24.2 million, which will be amortized over an 13.4 years useful life. • Rights-of-way intangibles valued at $ 28.5 million, which have an indefinite life. • Favorable supply contract intangible that is subject to amortization with a preliminary fair value of $ 4.8 million which will be amortized over a 4.8 years useful life. F-22 | 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 December 31, 2024. 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 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, attrition rate, 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 payables were equivalent to their carrying values due to their short-term nature. Unaudited Pro Forma Financial Information The following table summarizes the unaudited pro forma financial information of the Company assuming the H2O Midstream Acquisition had occurred on January 1, 2023. The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to the H2O Midstream 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 associated with revolving credit facility borrowings incurred in connection with the H2O Midstream 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 relationship intangibles and (iv) transaction costs. The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of the H2O Midstream Acquisition. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had the H2O Midstream 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. Year Ended December 31, (in millions) 2024 2023 Net revenues $ 11,896.8 $ 16,553.9 (Loss) income from continuing operations, net of tax $ ( 510.1 ) $ 35.6 Delek Delaware Gathering On June 1, 2022, Delek Logistics acquired 100 % of the limited liability company interests in 3 Bear Delaware Holding – NM, LLC from 3 Bear Energy – New Mexico LLC, related to its 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"). The purchase price for Delaware Gathering was $ 628.3 million, which was financed through a combination of cash on hand and borrowings under the Delek Logistics' Revolving Facility (as discussed in Note 11 of these consolidated financial statements). 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. 4. Segment Data Prior to July 2024, we aggregated our operating units into three reportable segments: Refining, Logistics and Retail. However, on July 31, 2024, Delek entered into the Retail Purchase Agreement to sell the Retail Stores, which consisted of the entire retail segment to FEMSA. As a result of the Retail Purchase Agreement, we met the requirements of ASC 205-20 and ASC 360, to report the results of the Retail Stores as discontinued operations and to classify the Retail Stores as a group of discontinued operations assets. The Retail Transaction closed on September 30, 2024. 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 12); and • intercompany eliminations. F-23 | During the second quarter 2024, 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 represents reporting the operating results of our 50 % interest in a joint venture that owns asphalt terminals located in the southwestern region of the U.S. within the refining segment. Prior to this change, these operating results 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. On August 5, 2024, we contributed all of our 50 % investment in W2W Holdings LLC ("HoldCo") which included our 15.6 % indirect interest in the WWP joint venture and related joint venture indebtedness, to a subsidiary of Delek Logistics. The operating results of HoldCo are now reported in our Logistics segment. Previously, they were reported as part of corporate, other and eliminations. 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 Company defines its segments based on how internally reported information is regularly reviewed by its CODM to analyze financial performance, make decisions and allocate resources. The CODM is a combination of the chief executive officer and chairman of the board of directors. The CODM evaluates performance based upon EBITDA attributable to Delek. The CODM considers budget to actual variances on a monthly basis when making decisions about the allocation of operating and capital resources to each segment. EBITDA attributable to Delek is an important measure used by management to evaluate the financial performance of our core operations. 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 includes the following: • 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"). As of December 31, 2024, the refining segment also owns three biodiesel facilities involved in the production of biodiesel fuels and related activities, located in Crossett, Arkansas, Cleburne, Texas and New Albany, Mississippi. During the second quarter of 2024, we made the decision to idle the biodiesel facilities, while exploring viable and sustainable alternatives. See Note 20 for further information. In addition, the refining segment includes our wholesale crude operations and our 50 % interest in a joint venture that owns asphalt terminals located in the southwestern region of the U.S. On May 7, 2020, we sold our equity interests in Alon Bakersfield Property, Inc., an indirect wholly-owned subsidiary that owns the non-operating refinery located in Bakersfield, California, to a subsidiary of Global Clean Energy Holdings, Inc. (“GCE”). As part of the transaction, GCE granted a call option to Delek to acquire up to a 33 1/3% limited member interest in the acquiring subsidiary of GCE for up to $ 13.3 million, subject to certain adjustments. Such option is exercisable by Delek through the 90th day after GCE demonstrates commercial operations, as contractually defined which has not yet occurred as of December 31, 2024. The refining segment's petroleum-based products are marketed primarily in the south central and southwestern regions of the United States. This segment also ships and sells gasoline into wholesale markets in the southern and eastern United States. In addition, the segment sells motor fuels through its wholesale distribution network on an unbranded basis. 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 Midland Basin in Texas, 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 H2O Midstream Acquisition have been included in the logistics segment beginning on September 11, 2024. The operating results and assets acquired in the Delaware Gathering Acquisition have been included in the logistics segment beginning on June 1, 2022. F-24 | Significant Inter-segment Transactions All inter-segment transactions have been eliminated in consolidation and consists primarily of the following: • 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. Business Segment Operating Performance The following is a summary of business segment operating performance as measured by EBITDA attributable to Delek for the year ended indicated (in millions): Year Ended December 31, 2024 (In millions) Refining (3) Logistics Corporate, Other and Eliminations (3) (4) Consolidated Net revenues (excluding intercompany fees and revenues) $ 11,142.4 $ 422.8 $ — $ 11,565.2 Inter-segment fees and revenues (1) 640.6 517.8 ( 871.4 ) 287.0 Total revenues $ 11,783.0 $ 940.6 $ ( 871.4 ) $ 11,852.2 Cost of materials and other 11,147.4 483.7 ( 849.3 ) 10,781.8 Operating Expenses 596.6 122.7 47.9 767.2 General and administrative expenses 15.2 36.0 201.6 252.8 Income from equity method investments ( 31.2 ) ( 43.3 ) ( 17.7 ) ( 92.2 ) Other (5) 213.0 ( 1.2 ) ( 11.2 ) 200.6 Segment EBITDA attributable to Delek $ ( 158.0 ) $ 342.7 $ ( 242.7 ) $ ( 58.0 ) Depreciation and amortization 265.5 102.8 6.2 374.5 Interest expense, net 81.4 103.1 128.5 313.0 Income tax benefit ( 107.9 ) Income from discontinued operations, net of tax ( 77.2 ) Net loss attributable to Delek $ ( 560.4 ) Capital spending (excluding business combinations) (2) $ 266.1 $ 140.0 $ 26.6 $ 432.7 Year Ended December 31, 2023 (In millions) Refining Logistics (3) Corporate, Other and Eliminations (3) (4) Consolidated Net revenues (excluding intercompany fees and revenues) $ 15,578.1 $ 456.6 $ — $ 16,034.7 Inter-segment fees and revenues (1) 828.8 563.8 ( 960.1 ) 432.5 Total revenues $ 16,406.9 $ 1,020.4 $ ( 960.1 ) $ 16,467.2 Cost of materials and other 15,242.3 532.6 ( 949.6 ) 14,825.3 Operating Expenses 619.2 118.1 37.7 775.0 General and administrative expenses 31.2 24.8 216.0 272.0 Income from equity method investments ( 31.9 ) ( 31.4 ) ( 22.9 ) ( 86.2 ) Other (5) ( 14.6 ) 13.3 35.2 33.9 Segment EBITDA attributable to Delek $ 560.7 $ 363.0 $ ( 276.5 ) $ 647.2 Depreciation and amortization 234.2 92.4 12.9 339.5 Interest expense, net 42.3 143.2 132.5 318.0 Income tax benefit ( 3.0 ) Income from discontinued operations, net of tax ( 27.1 ) Net income attributable to Delek $ 19.8 Capital spending (2) $ 246.9 $ 81.3 $ 31.1 $ 359.3 F-25 | Year Ended December 31, 2022 (In millions) Refining Logistics Corporate, Other and Eliminations (4) Consolidated Net revenues (excluding intercompany fees and revenues) $ 18,730.9 $ 557.0 $ 1.0 $ 19,288.9 Inter-segment fees and revenues (1) 1,032.1 479.4 ( 999.4 ) 512.1 Total revenues $ 19,763.0 $ 1,036.4 $ ( 998.4 ) $ 19,801.0 Cost of materials and other 18,412.8 641.4 ( 982.8 ) 18,071.4 Operating Expenses 622.5 88.3 15.9 726.7 General and administrative expenses 57.2 34.1 222.4 313.7 Income from equity method investments ( 18.5 ) ( 31.7 ) ( 7.5 ) ( 57.7 ) Other (5) ( 47.6 ) ( 0.5 ) 35.8 ( 12.3 ) Segment EBITDA attributable to Delek $ 736.6 $ 304.8 $ ( 282.2 ) $ 759.2 Depreciation and amortization 205.4 63.0 6.6 275.0 Interest expense, net 4.1 82.3 109.4 195.8 Income tax expense 56.4 Income from discontinued operations, net of tax ( 25.1 ) Net income attributable to Delek $ 257.1 Capital spending (excluding business combinations) (2) $ 138.0 $ 130.7 $ 40.2 $ 308.9 (1) Intercompany fees and sales for the refining segment include revenues of $ 287.0 million, $ 432.5 million and $ 512.1 million during the years ended December 31, 2024, 2023 and 2022, respectively, to the Retail Stores, the operations of which are reported in discontinued operations. (2) Capital spending includes additions on an accrual basis. Capital spending excludes capital spending associated with the Retail Stores of $ 14.0 million, $ 29.8 million and $ 34.2 million during the years ended December 31, 2024, 2023 and 2022, respectively. (3) For the year ended December 31, 2024, includes a $ 212.2 million goodwill impairment charge and a $ 22.1 million impairment charge related to the idling of the biodiesel facilities for the Refining segment and a $ 9.2 million impairment charge related to certain pipeline assets for Corporate, Other and Eliminations. For the year ended December 31, 2023, includes a $ 23.1 million right-of-use asset impairment charge for Corporate, Other and Eliminations and a $ 14.8 million goodwill impairment charge for the Logistics segment. Refer to Note 17 - Goodwill and Intangible Assets and Note 20 - Restructuring and Other Charges for further information. (4) The corporate, other and eliminations segment operating results for the years ended December 31, 2024, 2023 and 2022 have been restated to reflect the reclassification of the Retail Stores to discontinued operations. (5) Other segment items include asset impairment, insurance proceeds, other operating (income) expense, net, other (income) expense, net, and net income attributed to non-controlling interests. F-26 | 5. Discontinued Operations On July 31, 2024, a wholly owned subsidiary of Delek, entered into the Retail Purchase Agreement with a subsidiary of FEMSA. Under the terms of the Retail Purchase Agreement, Delek agreed to sell, and FEMSA agreed to purchase, 100 % of the equity interests in four of Delek’s wholly-owned subsidiaries that owned and operated 249 Retail Stores under the Delek US Retail brand. As a result of the Retail Purchase Agreement, we met the requirements of ASC 205-20 and ASC 360, to report the results of the Retail Stores as discontinued operations and to classify the Retail Stores as a group of discontinued operations assets. The fair value assessment of the Retail Stores as of July 31, 2024 did not result in an impairment. We ceased depreciation of these assets as of July 31, 2024. The Retail Transaction closed on September 30, 2024 and we received total cash consideration of $ 390.2 million including the purchase of inventory and other customary adjustments under the Retail Purchase Agreement for indebtedness. The Retail Transaction resulted in a gain on sale of the Retail Stores, before income tax, of $ 97.5 million. The proceeds and related Retail Transaction sale gain may be adjusted in future periods based on provisions of the Retail Purchase Agreement that allow for adjustments of working capital amounts and other miscellaneous items subsequent to transaction closing date of September 30, 2024. The Retail Transaction includes a long-term agreement whereby Delek will sell to FEMSA certain motor fuel products for use at the Retail Stores. Pursuant to such agreement, FEMSA is provided with a cost sharing arrangement. The cost sharing arrangement resulted in a $ 36.0 million obligation. The associated obligation bears interest and must be fully exhausted after six years from the close of the sale. The carrying amount of the major classes of assets and liabilities of the Retail Stores included in assets and liabilities of discontinued operations are as follows (in millions): December 31, 2023 Assets of discontinued operations: Cash and cash equivalents $ 0.4 Inventories 40.7 Other current assets 0.4 Property, plant and equipment, net 148.9 Operating lease right-of-use assets 26.7 Goodwill 41.9 Other intangibles, net 8.5 Other non-current assets 2.1 Assets of discontinued operations $ 269.6 Liabilities of discontinued operations: Accrued expenses and other current liabilities $ 6.9 Current portion of operating lease liabilities 4.6 Asset retirement obligations 6.9 Operating lease liabilities, net of current portion 25.5 Other non-current liabilities 1.9 Liabilities of discontinued operations $ 45.8 Once the Retail Stores were identified as assets held for sale, the operations associated with these properties qualified for reporting as discontinued operations. Accordingly, the operating results, net of tax, from discontinued operations are presented separately in Delek’s consolidated statements of income and the notes to the consolidated financial statements have been adjusted to exclude the discontinued operations. Components of amounts reflected in income from discontinued operations are as follows (in millions): F-27 | Year Ended December 31, 2024 December 31, 2023 December 31, 2022 Net revenues $ 612.0 $ 882.7 $ 956.9 Cost of material and other ( 498.7 ) ( 719.2 ) ( 796.3 ) Operating expenses ( 81.3 ) ( 102.1 ) ( 98.2 ) General and administrative expenses ( 15.6 ) ( 14.4 ) ( 18.8 ) Depreciation and amortization ( 9.0 ) ( 12.1 ) ( 12.0 ) Other operating income, net 1.0 0.3 0.4 Interest (expense) income, net ( 0.1 ) ( 0.2 ) 0.5 Other income, net 0.1 0.2 0.1 Gain on sale of Retail Stores 97.5 — — Income from discontinued operations before taxes 105.9 35.2 32.6 Income tax expense 28.7 8.1 7.5 Income from discontinued operations, net of tax $ 77.2 $ 27.1 $ 25.1 6. Earnings (Loss) Per Share Basic earnings (loss) per share (or "EPS") is computed by dividing net income (loss) by the weighted average common shares outstanding. Diluted earnings (loss) per share is computed by dividing net income (loss), 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 21 to these 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. F-28 | The following table sets forth the computation of basic and diluted earnings per share. (In millions, except share and per share data) Year Ended December 31, 2024 2023 2022 Numerator: Numerator for EPS - continuing operations Net (loss) income from continuing operations $ ( 598.1 ) $ 19.6 $ 265.4 Less: Income from continuing operations attributed to non-controlling interests 39.5 26.9 33.4 Numerator for basic and diluted EPS from continuing operations attributable to Delek $ ( 637.6 ) $ ( 7.3 ) $ 232.0 Numerator for EPS - discontinued operations Income from discontinued operations, including gain on sale of discontinued operations $ 105.9 $ 35.2 $ 32.6 Less: Income tax expense 28.7 8.1 7.5 Income from discontinued operations, net of tax $ 77.2 $ 27.1 $ 25.1 Denominator: Weighted average common shares outstanding (denominator for basic EPS) 63,882,219 65,406,089 70,789,458 Dilutive effect of stock-based awards — — 726,903 Weighted average common shares outstanding, assuming dilution (denominator for diluted EPS) 63,882,219 65,406,089 71,516,361 EPS: Basic (loss) income per share: (Loss) income from continuing operations $ ( 9.98 ) $ ( 0.11 ) $ 3.28 Income from discontinued operations 1.21 0.41 0.35 Total basic (loss) income per share $ ( 8.77 ) $ 0.30 $ 3.63 Diluted (loss) income per share: (Loss) income from continuing operations $ ( 9.98 ) $ ( 0.11 ) $ 3.24 Income from discontinued operations 1.21 0.41 0.35 Total diluted (loss) income per share $ ( 8.77 ) $ 0.30 $ 3.59 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) 2,116,047 1,718,880 2,299,660 Antidilutive due to loss 467,499 569,212 — Total antidilutive stock-based compensation 2,583,546 2,288,092 2,299,660 7. 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 December 31, 2024, we owned a 66.3 % interest in Delek Logistics, consisting of 34,111,278 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 also recorded a redeemable non-controlling interest related to Delek Logistics’ preferred units. The Delek Logistics' preferred units were redeemed in October 2024. Agreements On August 5, 2024, we amended and extended expired, or soon to be expired, commercial agreements with subsidiaries of Delek Logistics under which the Delek Logistics subsidiaries provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to us. These agreements have an initial term of five to seven years , with the ability to extend for an additional five years at our option. These transactions are eliminated in consolidation but are reflected as inter-segment transactions between our Refining and Logistics segments. In addition, we also entered into an assignment agreement with a subsidiary of Delek Logistics to assign the Big Spring Refinery Marketing Agreement to Delek. As a result of these agreements, we transferred 2,500,000 of our Delek Logistics common units to Delek Logistics to be retired. F-29 | We also entered into an amended and restated Omnibus Agreement with Delek Logistics that provides us an option to purchase certain critical assets from Delek Logistics at market value during the period beginning upon any change in control or sale of substantially all assets involving Delek Logistics and extending (i) in the case of a transaction involving a third party, for six months following closing, and (ii) for any other transaction, for four years following closing. Acquisitions On December 11, 2024, Delek Logistics entered into the Gravity Purchase Agreement to acquire 100 % of the limited liability company interests in Gravity Water Intermediate Holdings LLC and its related water disposal and recycling operations in the Permian Basin and the Bakken for total consideration of $ 301.2 million, subject to customary adjustments for net working capital. See Note 3 - Acquisitions for additional information. On September 11, 2024, Delek Logistics completed the H2O Midstream Acquisition, in which it acquired water disposal and recycling operations, in the Midland Basin in Texas for total consideration of $ 229.7 million. See Note 3 - Acquisitions for additional information. On June 1, 2022, DKL Delaware Gathering, LLC, a subsidiary of Delek Logistics, completed the Delaware Gathering Acquisition related to crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, in the Delaware Basin in New Mexico. The purchase price was $ 628.3 million. See Note 3 - Acquisitions for additional information. Wink to Webster Dropdown On August 5, 2024, we contributed all of our 50 % investment in HoldCo which includes our 15.6 % indirect interest in the Wink to Webster Pipeline LLC joint venture and related joint venture indebtedness, to a subsidiary of Delek Logistics. Total consideration was comprised of $ 83.9 million (including post-close adjustments) in cash, forgiveness of a $ 60.0 million payable to Delek Logistics and 2,300,000 of Delek Logistics common units. Prior periods have not been recast in our Segment Data in Note 4, as this asset did not constitute a business in accordance with ASC 805, Business Combinations , and the transaction was accounted for as an acquisition of assets between entities under common control and we did not record a gain or loss. See Note 8 for further information. Common Units On October 10, 2024, Delek Logistics completed a public offering of its common units in which it sold 4,423,075 common units (including an overallotment option of 576,922 common units) to the underwriters of the offering at a price to the public of $ 39.00 per unit. The proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $ 165.6 million and were used to redeem Delek Logistics’ preferred units outstanding and repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility (defined below). Underwriting discounts totaled $ 6.6 million. On April 25, 2024, Delek Logistics filed a shelf registration statement with the SEC, which provides the partnership the ability to offer up to $ 500.0 million of its common limited partner units from time to time and through one or more methods of distribution, subject to market conditions and its capital needs. On March 12, 2024, Delek Logistics completed a public offering of its common units in which it sold 3,584,416 common units (including an overallotment option of 467,532 common units) to the underwriters of the offering at a price to the public of $ 38.50 per unit. The proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $ 132.2 million and were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility (defined below). Underwriting discounts totaled $ 5.5 million. As a result of these common unit issuances and our resulting Delek Logistics ownership change, we adjusted additional paid-in capital and equity attributable to Delek Logistics’ non-controlling interest holders to reallocate Delek Logistics' equity among its unitholders. On November 14, 2022, Delek Logistics entered into an Equity Distribution Agreement with RBC Capital Markets, LLC (the “Manager”) under which we may issue and sell, from time to time, to or through the Manager, as sales agent and/or principal, as applicable, common units representing limited partner interests, having an aggregate offering price of up to $ 100.0 million. The Equity Distribution Agreement provides us the right, but not the obligation, to sell common units in the future, at prices we deem appropriate. The net proceeds from any sales under this agreement will be used for general partnership purposes. For the year ended December 31, 2022, we sold 59,192 common units under the Equity Distribution Agreement for net proceeds of $ 3.1 million. Underwriting discounts were immaterial. No common units were sold for the years ended December 31, 2024 and 2023. On December 20, 2021, Delek commenced a program to sell up to 434,590 common limited partner units representing limited partner interests in Delek Logistics over the next three months in open market transactions conducted pursuant to Rule 144 under the Securities Act of 1933, as amended, and a Rule 10b5-1 trading plan. For the year ended December 31, 2022, we sold 385,522 for gross proceeds of $ 16.4 million ($ 13.6 million, net of taxes). No common units were sold for the years ended December 31, 2024 and 2023. Consolidated VIE 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 prior to August 5, 2024, 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): F-30 | As of December 31, 2024 As of December 31, 2023 ASSETS Cash and cash equivalents $ 5.4 $ 3.8 Accounts receivable 54.7 41.1 Accounts receivable from related parties 33.3 28.4 Lease receivable - affiliate 22.8 — Inventory 5.4 2.3 Other current assets 24.2 0.7 Property, plant and equipment, net 1,064.3 936.2 Equity method investments 317.2 241.3 Operating lease right-of-use assets 16.7 19.0 Goodwill 12.2 12.2 Intangible assets, net 281.5 343.0 Net lease investment - affiliate 193.1 — Other non-current assets 10.8 14.2 Total assets $ 2,041.6 $ 1,642.2 LIABILITIES AND EQUITY (DEFICIT) Accounts payable $ 41.4 $ 26.3 Current portion of long-term debt — 30.0 Current portion of operating lease liabilities 5.3 6.7 Accrued expenses and other current liabilities 42.1 27.6 Long-term debt, net of current portion 1,875.4 1,673.8 Asset retirement obligations 15.6 10.0 Operating lease liabilities, net of current portion 6.0 8.3 Other non-current liabilities 20.3 21.4 Equity (deficit) 35.5 ( 161.9 ) Total liabilities and equity (deficit) $ 2,041.6 $ 1,642.2 8. Equity Method Investments Delek Logistics Investments On August 1, 2024, Delek purchased an additional 0.6 % indirect investment in Wink to Webster Pipeline LLC ("WWP") for $ 18.6 million, bringing our total indirect ownership in the pipeline joint venture to 15.6 %. On August 5, 2024, we contributed all of our 50 % investment in W2W Holdings LLC ("HoldCo") which includes our 15.6 % indirect interest in the WWP joint venture and related joint venture indebtedness, to a subsidiary of Delek Logistics. Total consideration was comprised of $ 83.9 million in cash, forgiveness of a $ 60.0 million payable to Delek Logistics and 2,300,000 of Delek Logistics common units. The transaction was accounted for as an acquisition of assets between entities under common control. The operating results of HoldCo are now reported in our Logistics segment. Previously, they were reported as part of Corporate, Other and Eliminations. HoldCo was originally formed by Delek and MPLX Operations LLC ("MPLX") to obtain financing and fund capital calls associated with our collective and contributed interests in the WWP joint venture. We had previously 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. Distributions received from WWP are first applied to service the debt of HoldCo's wholly owned finance LLC, with excess distributions 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 December 31, 2024, 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. Delek's maximum exposure to any losses incurred by HoldCo is limited to its investment. As of December 31, 2024 and December 31, 2023, Delek's HoldCo investment balance totaled $ 86.1 million and $ 51.4 million, respectively. Delek Logistics has a 33 % membership interest in Red River Pipeline Company LLC (“Red River”), which owns and operates a crude oil pipeline running from Cushing, Oklahoma to Longview, Texas. As of December 31, 2024 and December 31, 2023, Delek's investment balance in Red River totaled $ 136.5 million and $ 141.1 million, respectively. In addition, Delek Logistics has two other pipeline joint ventures in which it owns a 50 % membership interest in the entity formed with an affiliate F-31 | of Plains All American Pipeline, L.P. to operate one of these pipeline systems and a 33 % membership interest in Andeavor Logistics Rio Pipeline LLC which operates the other pipeline system. As of December 31, 2024 and December 31, 2023, Delek Logistics' investment balance in these joint ventures was $ 94.6 million and $ 100.3 million, 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 December 31, 2024 and December 31, 2023, Delek's investment balance in these joint ventures was $ 75.7 million and $ 67.9 million, respectively. Summarized Financial Information Combined summarized financial information for our equity method investees on a 100% basis is shown below (in millions): As of December 31, 2024 As of December 31, 2023 Current assets $ 147.5 $ 147.5 Non-current assets $ 1,361.2 $ 1,361.2 Current liabilities $ 77.9 $ 77.9 Non-current liabilities $ 485.3 $ 485.3 Year Ended December 31, 2024 2023 2022 Revenues $ 550.0 $ 471.3 $ 441.8 Gross profit $ 255.9 $ 169.7 $ 165.6 Operating income $ 231.4 $ 215.8 $ 147.4 Net income $ 205.0 $ 189.3 $ 130.3 9. Inventory Crude oil feedstocks, refined products, blendstocks and asphalt inventory for all of our operations are stated at the lower of cost determined using the FIFO basis or net realizable value. The following table presents the components of inventory for each period presented (in millions): Titled Inventory Inventory Intermediation Agreement (1) Total December 31, 2024 Feedstocks, raw materials and supplies $ 246.5 $ 131.5 $ 378.0 Refined products and blendstock 243.4 271.8 515.2 Total $ 489.9 $ 403.3 $ 893.2 December 31, 2023 Feedstocks, raw materials and supplies $ 250.2 $ 116.9 $ 367.1 Refined products and blendstock 269.3 304.8 574.1 Total $ 519.5 $ 421.7 $ 941.2 (1) Refer to Note 10 - Inventory Intermediation Obligations for further information. At December 31, 2024, we recorded a pre-tax inventory valuation reserve of $ 0.9 million due to a market price decline below our cost of certain inventory products. At December 31, 2023, we recorded a pre-tax inventory valuation reserve of $ 11.6 million. For the years ended December 31, 2024, 2023 and 2022, we recognized a net reduction (increase) in cost of materials and other in the accompanying consolidated statements of income related to the change in pre-tax inventory valuation of $ 10.7 million, $( 0.4 ) million and $( 1.9 ) million, respectively. F-32 | 10. Inventory Intermediation Obligations The following table summarizes our outstanding obligations under our Inventory Intermediation Agreement (in millions): As of December 31, 2024 As of December 31, 2023 Obligations under Inventory Intermediation Agreement Obligations related to Base Layer Volumes $ 408.7 $ 407.2 Current portion — 0.4 Total obligations under Inventory Intermediation Agreement $ 408.7 $ 407.6 Other payable (receivable) for monthly activity true-up $ 20.2 $ ( 9.3 ) Included in the Inventory Intermediation Agreement are cost of financing associated with the value of the inventory and other periodic charges, which we include in interest expense, net in the 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 consolidated statements of income. The following table summarizes these fees (in millions): Year Ended December 31, 2024 2023 2022 Net fees and expenses: Inventory intermediation fees $ 18.1 $ 75.5 $ 62.0 Interest expense, net $ 59.7 $ 61.4 $ 23.4 On December 22, 2022, Delek entered into the Inventory Intermediation Agreement with Citi in connection with 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. On December 21, 2023, DKTS amended the Inventory Intermediation Agreement to among other things, (i) extend the term of the Inventory Intermediation Agreement from December 30, 2024 to January 31, 2026, (ii) reduce Citi’s unilateral term extension option from a twelve month extension period to a six month extension period and (iii) increase the amount of the payment deferral mechanism from $ 70 million to $ 250 million. As of December 31, 2024 and December 31, 2023, we had letters of credit outstanding of $ 200.0 million and $ 230.0 million, respectively, supporting the Inventory Intermediation Agreement. 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 termination. As of December 31, 2024 and December 31, 2023, the volumes subject to the Inventory Intermediation Agreement totaled 5.5 million barrels and 5.4 million barrels, including Base Layer Volumes associated with our non-current inventory intermediation obligation of 5.5 million barrels. Prior to December 30, 2022, Delek had Supply and Offtake Agreements with J. Aron. The Inventory Intermediation Agreement replaced the Supply and Offtake Agreements that expired on December 30, 2022. The Inventory Intermediation Agreement is accounted for as an inventory financing arrangement under the fair value election provided by ASC 815 and ASC 825. Therefore, the crude oil and refined products barrels subject to the Inventory Intermediation Agreement will continue to be reported in our 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 consolidated balance sheets 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 consolidated balance sheets. 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 consolidated statements of income. With respect to the repurchase obligation, we recognized gains (losses) attributable to changes in fair value due to commodity-index price totaling $( 7.7 ) million and $ 71.8 million during the years ended December 31, 2024 and 2023, respectively. F-33 | 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 year ended December 31, 2022, we recognized gains in cost of materials and other attributable to changes in fair value due to commodity-index price totaling $ 63.0 million. 11. Long-Term Obligations Outstanding borrowings under debt instruments are as follows (in millions): December 31, 2024 December 31, 2023 Delek Term Loan Credit Facility $ 931.0 $ 940.5 Delek Logistics Revolving Facility 435.4 780.5 Delek Logistics Term Loan Facility — 281.3 Delek Logistics 2025 Notes — 250.0 Delek Logistics 2028 Notes 400.0 400.0 Delek Logistics 2029 Notes 1,050.0 — United Community Bank Revolver — 5.0 Principle amount of long-term debt 2,816.4 2,657.3 Less: Unamortized discount and premium and deferred financing costs 51.2 57.5 Total debt, net of unamortized discount and premium and deferred financing costs 2,765.2 2,599.8 Less: Current portion of long-term debt 9.5 44.5 Long-term debt, net of current portion $ 2,755.7 $ 2,555.3 Delek Term Loan Credit Facility On November 18, 2022, Delek entered into an amended and restated term loan credit agreement (the "Delek Term Loan Credit Facility") providing for a senior secured term loan facility with an initial principal of $ 950.0 million 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 December 31, 2024 and December 31, 2023, the weighted average borrowing rate was approximately 7.44 % and 8.96 %, respectively. The effective interest rate was 8.64 % as of December 31, 2024. Delek Logistics Term Loan Facility On October 13, 2022, Delek Logistics entered into a senior secured term loan with an original principal of $ 300.0 million (the "Delek Logistics Term Loan Facility"). The outstanding principal balance of $ 281.3 million was paid on March 13, 2024 from a portion of the proceeds received from the issuance of the Delek Logistics 2029 Notes as indicated below. At Delek Logistics' option, borrowings bore interest at either the SOFR or U.S. dollar prime rate, plus an applicable margin. The applicable margin was 2.50 % for the first year and 3.00 % for the second year for U.S. dollar prime 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. Debt extinguishment costs were $ 2.1 million and are recorded in interest expense, net in the accompanying consolidated statements of income. F-34 | Revolving Credit Facilities Available capacity and amounts outstanding for each of our revolving credit facilities as of December 31, 2024 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 $ — $ 330.5 $ 769.5 October 26, 2027 Delek Logistics Revolving Facility (2) $ 1,150.0 $ 435.4 $ — $ 714.6 October 13, 2027 United Community Bank Revolver (3) $ 25.0 $ — $ — $ 25.0 June 30, 2026 (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. (2) Total capacity includes letters of credit up to $ 146.9 million and $ 31.9 million for swing line loans. This facility requires a quarterly unused commitment fee based on average commitment usage, currently at 0.40 % 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 Delek Logistics’ leverage ratio. As of December 31, 2024 and December 31, 2023, the weighted average interest rate was 7.27 % and 8.46 %, respectively. (3) Interest is measured as a variable rate equal to the Wall Street Journal Prime Rate minus 0.50 %. Requires a quarterly fee of 0.25 % per year on the average unused revolving commitment. The weighted average borrowing rate as of December 31, 2023 was 7.75 %. There were no outstanding borrowings as of December 31, 2024. Delek Logistics Revolving Facility On March 29, 2024, Delek Logistics entered into a fourth amendment to the Delek Logistics Revolving Facility which among other things increased the U.S. Revolving Credit Commitments (as defined in the Delek Logistics Credit Facility) by an amount equal to $ 100.0 million resulting in aggregate lender commitments under the Delek Logistics Revolving Credit Facility in an amount of $ 1,150.0 million. United Community Bank Revolver On June 20, 2024, we amended the United Community Bank Revolver to extend the maturity date to June 30, 2026. Delek Logistics 2029 Notes On March 13, 2024, Delek Logistics and its wholly owned subsidiary Delek Logistics Finance Corp. (“Finance Corp.” and together with Delek Logistics, the “Co-issuers”), sold $ 650.0 million in aggregate principal amount of the Co-issuers 8.625 % Senior Notes due 2029 (the “Delek Logistics 2029 Notes”), at par, pursuant to an indenture with U.S. Bank Trust Company, National Association as trustee. Net proceeds were used to redeem the Delek Logistics 2025 Notes including accrued interest, pay off the Delek Logistics Term Loan Facility including accrued interest and to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility. On April 17, 2024, the Co-issuers sold $ 200.0 million in aggregate principal amount of additional 8.625 % senior notes due 2029 at 101.25 % and on August 16, 2024, the Co-issuers sold $ 200.0 million in aggregate principal amount of additional 8.625 % senior notes due 2029, at 103.25 % (collectively, the "Additional 2029 Notes"). The Additional 2029 Notes were issued under the same indenture as the Delek Logistics 2029 Notes and formed a part of the same series of notes as the Delek Logistics 2029 Notes. The net proceeds were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility. The Delek Logistics 2029 Notes are general unsecured senior obligations of the Co-issuers and 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. The Delek Logistics 2029 Notes rank equal in right of payment with all existing and future senior indebtedness of the Co-issuers, and senior in right of payment to any future subordinated indebtedness of the Co-issuers. Delek Logistics recorded $ 17.5 million of debt issuance costs and will be amortized over the term of the Delek Logistics 2029 Notes and included in interest expense, net in the consolidated statements of income. The premium recognized for the Additional 2029 Notes was $ 9.0 million and will be amortized over the term of the Delek Logistics 2029 Notes and included in interest expense, net in the consolidated statements of income. The Delek Logistics 2029 Notes will mature on March 15, 2029, and interest is payable semi-annually in arrears on each March 15 and September 15. As of December 31, 2024, the effective interest rate was 8.82 %. At any time prior to March 15, 2026, the Co-issuers may redeem up to 35 % of the aggregate principal amount of the Delek Logistics 2029 Notes with the net cash proceeds of one or more equity offerings by Delek Logistics at a redemption price of 108.625 % of the redeemed principal amount, plus accrued and unpaid interest, if any, subject to certain conditions and limitations. Prior to March 15, 2026, the Co-issuers may also redeem all or part of the Delek Logistics 2029 Notes at a redemption price of the principal amount plus accrued and unpaid interest, if any, plus a "make whole" premium, subject to certain conditions and limitations. In addition, beginning on March 15, 2026, the Co-issuers may, subject to certain conditions and limitations, redeem all or part of the Delek Logistics 2029 Notes, at a redemption price of 104.313 % of the redeemed principal for the twelve-month period beginning on March 15, 2026, 102.156 % for the twelve-month period beginning on March 15, 2027, and 100.00 % beginning on March 15, 2028 and thereafter, plus accrued and unpaid interest, if any. F-35 | In the event of a change of control, accompanied or followed by a ratings downgrade within a certain period of time, subject to certain conditions and limitations, the Co-issuers will be obligated to make an offer for the purchase of the Delek Logistics 2029 Notes from holders at a price equal to 101.00 % of the principal amount thereof, plus accrued and unpaid interest. Delek Logistics 2028 Notes On May 24, 2021, Delek Logistics and Finance Corp. issued 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"). 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 December 31, 2024, the effective interest rate was 7.38 %. Beginning on June 1, 2025, the Co-issuers may, subject to certain conditions and limitations, redeem all or part of the Delek Logistics 2028 Notes, at a redemption price of 101.781 % for the twelve-month period beginning on June 1, 2025, and 100.00 % beginning on June 1, 2026 and thereafter, plus accrued and unpaid interest, if any. In the event of a change of control, accompanied or followed by a ratings downgrade within a certain period of time, subject to certain conditions and limitations, the Co-issuers will be obligated to make an offer for the purchase of the Delek Logistics 2028 Notes from holders at a price equal to 101.00 % of the principal amount thereof, plus accrued and unpaid interest. Delek Logistics 2025 Notes In May 2018, Delek Logistics and Finance Corp. issued 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"). Concurrent with the issuance of the Delek Logistics 2029 Notes, Delek Logistics made a cash tender offer (the "Offer") for all of the outstanding Delek Logistic 2025 Notes with a conditional notice of full redemption for the remaining balance not received from the Offer. Delek Logistics received tenders from holders of approximately $ 156.2 million in aggregate principal amount. All the remaining Delek Logistic 2025 Notes were redeemed by March 29, 2024, pursuant to the notice of conditional redemption. Debt extinguishment costs were $ 1.5 million and are recorded in interest expense, net in the accompanying consolidated statements of income. 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 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 December 31, 2024, 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 December 31, 2024, we had no subsidiaries with restricted net assets which would prohibit earnings from being transferred to the parent company for its use. Future Maturities Principal maturities of Delek's third-party debt instruments for the next five years and thereafter are as follows (in millions): Year Ended December 31, Total 2025 $ 9.5 2026 9.5 2027 444.9 2028 409.5 2029 1,943.0 Thereafter — Total $ 2,816.4 F-36 | 12. 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 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. On August 20, 2024, we entered into an interest rate swap agreement to hedge floating rate debt by exchanging interest rate cash flows, based on a notional amount from a floating rate to a fixed rate, which effectively fixed the variable SOFR interest component of the Delek Term Loan Credit Facility. The aggregate notional amount under this agreement covers $ 500.0 million of the outstanding principal throughout the duration of the interest rate swap. Because this swap was entered into to achieve objectives specifically related to our interest expense, such gains and losses are recognized in interest expense, net on the consolidated statements of income. 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 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 consolidated statements of income. Additionally, as of and for the year ended December 31, 2024, 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 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 consolidated statements of income. As of December 31, 2024, we do not believe there is any material credit risk with respect to the counterparties to any of our derivative contracts. The following table presents the fair value of our derivative instruments as of December 31, 2024 and December 31, 2023. 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 13 for further information regarding the fair value of derivative instruments (in millions). F-37 | December 31, 2024 December 31, 2023 Derivative Type Balance Sheet Location Assets Liabilities Assets Liabilities Derivatives not designated as hedging instruments: Commodity derivatives (1) Other current assets $ 19.5 $ ( 22.0 ) $ 6.6 $ ( 7.1 ) Commodity derivatives (1) Other current liabilities 5.4 ( 5.4 ) — ( 0.8 ) RINs commitment contracts (2) Other current assets 0.3 — — — RINs commitment contracts (2) Other current liabilities — ( 5.6 ) — ( 3.1 ) Interest rate swap derivatives Other current assets 3.5 — — — Interest rate swap derivatives Other long-term liabilities 4.8 ( 5.1 ) — — Total gross fair value of derivatives 33.5 ( 38.1 ) 6.6 ( 11.0 ) Less: Counterparty netting and cash collateral (3) 19.9 ( 27.4 ) 5.3 ( 7.1 ) Total net fair value of derivatives $ 13.6 $ ( 10.7 ) $ 1.3 $ ( 3.9 ) (1) As of December 31, 2024 and December 31, 2023, we had open derivative positions representing 18,471,700 and 55,336,870 barrels, respectively, of crude oil and refined petroleum products. Additionally, as of December 31, 2024, we had open derivative positions representing 1,495,000 million British Thermal Units ("MMBTU") of natural gas products. We had no open derivative positions of natural gas products as of December 31, 2023. (2) As of December 31, 2024 and December 31, 2023, we had open RINs commitment contracts representing 36,000,000 and 41,636,461 RINs, respectively. (3) As of December 31, 2024 and December 31, 2023, $ 7.5 million and $ 1.8 million, respectively, of cash 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) (3) : Year Ended December 31, 2024 2023 2022 Losses on hedging derivatives not designated as hedging instruments recognized in cost of materials and other (1) $ ( 9.4 ) $ ( 68.6 ) $ ( 38.0 ) Gains on interest rate derivatives not designated as hedging instruments recognized in interest expense, net (2) 6.0 — — (Losses) gains on non-trading physical forward contract commodity derivatives in cost of materials and other — ( 2.4 ) 9.0 Losses on hedging derivatives not designated as hedging instruments recognized in operating expenses — — ( 1.7 ) Total losses $ ( 3.4 ) $ ( 71.0 ) $ ( 30.7 ) (1) Losses on commodity derivatives that are economic hedges but not designated as hedging instruments include unrealized losses of $( 1.4 ) million, $( 15.3 ) million and $( 15.4 ) million for the years ended December 31, 2024, 2023 , and 2022 , respectively. (2) Gains on interest rate derivatives that are economic hedges but not designated as hedging instruments include unrealized gains of $ 3.2 million for the year ended December 31, 2024. There were no unrealized gains (losses) on interest rate derivatives that are economic hedges, but not designated as hedging instruments for the years ended December 31, 2023 , and 2022 , respectively. (3) See separate table below for disclosures about "trading derivatives". F-38 | Total gains (losses) on our trading derivatives (none of which were designated as hedging instruments) recorded in other operating income, net on the consolidated statements of income are as follows (in millions): Year Ended December 31, 2024 2023 2022 Trading Physical Forward Contract Commodity Derivatives Realized (losses) gains $ ( 0.1 ) $ 8.3 $ 16.1 Unrealized gains (losses) — 0.2 ( 0.4 ) Total $ ( 0.1 ) $ 8.5 $ 15.7 Trading Hedging Commodity Derivatives Realized (losses) gains $ — $ ( 1.9 ) $ 13.5 Unrealized gains (losses) — 2.3 ( 18.5 ) Total $ — $ 0.4 $ ( 5.0 ) 13. 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, 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. 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 12) are categorized as Level 2, and are measured at fair value based on quoted prices from an independent pricing service. Our interest rate swap is valued based on discounted cash flow models that incorporate the cash flows of the derivatives, as well as the current SOFR rate and a forward SOFR curve, along with other observable market inputs and are, therefore, classified as Level 2. Our environmental credits obligation includes the Consolidated Net RINs Obligation, as well as other environmental credit obligation positions subject to fair value accounting pursuant to our accounting policy. The environmental credits obligation 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, we recognized gains (losses) of $ 1.1 million, $( 1.8 ) million and $( 61.2 ) million on changes in fair value for the years ended December 31, 2024, 2023 and 2022, respectively, primarily attributable to changes in the market prices of the underlying credits that occurred at the end of each quarter. 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 Agreement, 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 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 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 10 for discussion of gains and losses recognized from changes in fair value. F-39 | 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 $ 399.1 million, respectively, as of December 31, 2024, and $ 400.0 million and $ 380.4 million, respectively, at December 31, 2023. Also, the fair value of the Delek Logistics 2029 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 $ 1,050.0 million and $ 1,086.9 million, respectively, as of December 31, 2024. 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 December 31, 2024 Level 1 Level 2 Level 3 Total Assets Commodity derivatives $ — $ 24.9 $ — $ 24.9 Interest rate swap derivatives — 8.3 — 8.3 RINs commitment contracts — 0.3 — 0.3 Total assets — 33.5 — 33.5 Liabilities Commodity derivatives — ( 27.4 ) — ( 27.4 ) Interest rate swap derivatives — ( 5.1 ) — ( 5.1 ) RINs commitment contracts — ( 5.6 ) — ( 5.6 ) Environmental credits obligation deficit — ( 30.6 ) — ( 30.6 ) Inventory Intermediation Agreement obligation — ( 408.7 ) — ( 408.7 ) Total liabilities — ( 477.4 ) — ( 477.4 ) Net liabilities $ — $ ( 443.9 ) $ — $ ( 443.9 ) As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets Commodity derivatives $ — $ 6.6 $ — $ 6.6 Total assets — 6.6 — 6.6 Liabilities Commodity derivatives — ( 7.9 ) — ( 7.9 ) RINs commitment contracts — ( 3.1 ) — ( 3.1 ) Environmental credits obligation deficit — ( 39.6 ) — ( 39.6 ) Inventory Intermediation Agreement obligation — ( 407.6 ) — ( 407.6 ) Total liabilities — ( 458.2 ) — ( 458.2 ) Net liabilities $ — $ ( 451.6 ) $ — $ ( 451.6 ) 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 December 31, 2024 and December 31, 2023, $ 7.5 million and $ 1.8 million, respectively, of cash collateral was held by counterparty brokerage firms and has been netted with the net derivative positions with each counterparty. See Note 12 for further information regarding derivative instruments. Non-Recurring Fair Value Measurements The H2O Midstream 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. F-40 | During the year ended December 31, 2024, we recorded an impairment for our three biodiesel facilities. Our estimate of the fair value of the impaired long-lived assets were primarily based on the expectation that these assets are unlikely to generate future cash flows either through continued operation or through proceeds from the sale of the assets and thus they were written down to $ 0.5 million, which is the estimated fair value of the land. See Note 20 for further information. During the years ended December 31, 2024 and 2023, we recognized goodwill impairment based on fair value measurements utilized during our goodwill impairment testing. The fair value measurements were based on a combination of valuation methods including discounted cash flows, the guideline public company and guideline transaction methods, all of which are Level 3 inputs. See Note 17 for further information. During the year ended December 31, 2023, we recognized right-of-use asset impairment based on fair value measurements utilized during our impairment testing. The fair value measurements were based on a combination of valuation methods including discounted cash flows, which includes estimates and assumptions for future sublease rental rates that reflect current sublease market conditions, as well as a discount rate, both of which are Level 3 inputs. See Note 25 for further information 14. 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 U.S. 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 December 31, 2024, we have recorded an environmental liability of approximately $ 37.2 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 $ 3.9 million of the total liability is expected to be expended over the next 12 months, with most of the balance expended by 2039, although some costs may extend up to 25 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. On June 27, 2024, we settled a dispute that was in litigation related to a property that we 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 settlement included the purchase of the property for $ 10.0 million and $ 42.0 million for settlement of the litigation for a total of $ 52.0 million. The total settlement was comprised of $ 24.0 million of cash paid at closing and a promissory note for $ 28.0 million to be paid in three equal installments of $ 9.3 million on each of April 1, 2025, April 1, 2026 and April 1, 2027, plus accrued interest. The settlement charge is recorded in other operating income, net in the consolidated statements of income. F-41 | 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 was formally terminated in the settlement. As a result of the termination of the License Agreement, we are no longer obligated to remove equipment from the property for certain development activities and as a result we have reversed the $ 17.9 million asset retirement obligation recorded in connection with the Delek/Alon Merger, effective July 1, 2017, since we own the property and intend to operate the property as an asphalt and marine fuel terminal and there was no remaining basis in the equipment. Additionally, as a result of the settlement, we reduced the non-contingent guarantee and environmental liability to $ 1.0 million since our risk of a contingent guarantee was eliminated and determined it appropriate to retain an accrual based on what we can reasonably estimate as the cost of the initial steps once operations cease or a cleanup is ordered. Total net gain from the property settlement was $ 53.4 million and is recorded in other operating income, net in the consolidated statements of income. Environmental liabilities with payments that are fixed or reliably determinable have been discounted to present value at various rates depending on their expected payment stream. These discount rates vary from 1.55 % to 2.84 %. The table below summaries our environmental liability accruals (in millions): December 31, 2024 2023 Discounted environmental liabilities $ 33.6 $ 36.0 Undiscounted environmental liabilities 3.6 77.9 Total accrued environmental liabilities $ 37.2 $ 113.9 As of December 31, 2024, the estimated future payments of environmental obligations for which discounts have been applied are as follows (in millions): 2025 $ 1.5 2026 1.6 2027 1.6 2028 1.6 2029 1.6 Thereafter 29.6 Discounted environmental liabilities, gross 37.5 Less: Discount applied 3.9 Discounted environmental liabilities $ 33.6 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 (See Note 2 for further discussion). 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. In June 2022, the EPA finalized volumes for 2022 under the RFS program, announced supplemental volume obligations for compliance years 2022 and 2023 and established new provisions of the RFS which addressed bio-intermediates. Additionally, the EPA denied the petitions for small refinery exemptions for prior period compliance years. In July 2023, the EPA announced final volume obligations for compliance years 2023, 2024 and 2025. 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 th e 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 did suffer operational disruptions as a result of the fire. During the year ended December 31, 2023, we recorded an additional $ 8.7 million for litigation, claims and assessments associated with the fire and are in excess of insurance coverage, which are included in operating expenses in the consolidated statements of income. In October 2023, we entered into a settlement F-42 | agreement with six employees who were injured in the fire. Net impact to us after considering insurance coverage is approximately $ 10.0 million. Insurance proceeds and other recoveries of $ 20.7 million was recognized as a gain, in excess of property damage losses during the year ended December 31, 2024. No insurance proceeds and other recoveries were recorded during the years ended December 31, 2023 and 2022. Such gain is included in insurance proceeds and other operating income, net in the consolidated statements of income. In addition, during the years ended December 31, 2023 and 2022, we recognized a gain of $ 1.1 million and $ 9.1 million, respectively, related to business interruption claims. No business interruption claims were recorded for the year ended December 31, 2024. Such gains are included in insurance proceeds in the consolidated statements of income. An additional $ 10.6 million of other recoveries was recognized as a gain, related to business interruption claims, during the year ended December 31, 2024. Such gain are included in other operating income, net in the 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. We recognized accelerated depreciation in 2022 due to property damaged in the fire, which was recovered during the year ended December 31, 2023. An additional $ 7.4 million and $ 6.5 million was recognized as a gain, in excess of these losses, during the years ended December 31, 2024 and 2023, respectively. This gain is included in insurance proceeds in the 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 property losses and potential insurance claims is ongoing and may result in the future recognition of insurance recoveries. Winter Storm Uri During February 2021, we 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 recognized $ 1.0 million, $ 3.8 million and $ 0.1 million as a gain, in excess of these losses during the years ended December 31, 2024, 2023 and 2022, respectively. In addition, during the years ended December 31, 2023 and 2022, we also recognized a gain of $ 8.9 million and $ 22.0 million, respectively, related to business interruption claims. No business interruption claims were recognized during the year ended December 31, 2024. Such gains are included in insurance proceeds in the 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 additional future recognition of insurance recoveries. Crude Oil and Other Releases We have experienced several crude oil and other releases involving our assets. There were no material releases that occurred during the years ended December 31, 2024 and 2023. For 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 consolidated statements of income. Asset Retirement Obligations The reconciliation of the beginning and ending carrying amounts of asset retirement obligations is as follows (in millions): December 31, 2024 2023 Beginning balance $ 36.4 $ 35.1 Liabilities acquired 4.9 — Revision in estimated cash flows ( 18.1 ) — Accretion expense 1.5 1.3 Ending balance $ 24.7 $ 36.4 15. Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. F-43 | Significant components of Delek's continuing operations deferred tax assets (liabilities) reported in the accompanying consolidated financial statements as of December 31, 2024 and 2023 were as follows (in millions): December 31, 2024 2023 Non-Current Deferred Taxes: Property, plant and equipment, and intangibles $ ( 237.4 ) $ ( 266.2 ) Right-of-use asset ( 23.7 ) ( 32.8 ) Partnership and equity investments ( 188.2 ) ( 196.7 ) Total deferred tax liabilities ( 449.3 ) ( 495.7 ) Interest expense limitation under 163j 112.7 71.6 Compensation and employee benefits 10.3 16.6 Net operating loss carryforwards 134.8 125.7 Tax credit carryforwards 11.3 5.8 Deferred revenues 15.7 18.7 Lease obligation 27.7 37.7 Reserves and accruals 10.5 34.7 Derivatives and hedging 0.8 1.4 Inventories 1.0 2.7 Other ( 3.8 ) — Total deferred tax assets 321.0 314.9 Valuation allowance ( 86.5 ) ( 83.3 ) Total net deferred tax liabilities $ ( 214.8 ) $ ( 264.1 ) The difference between the actual income tax expense and the tax expense computed by applying the statutory federal income tax rate to income was attributable to the following (in millions): Year Ended December 31, 2024 2023 2022 Provision (benefit) for federal income taxes at statutory rate $ ( 148.2 ) $ 3.5 $ 67.6 State income tax benefit, net of federal tax provision ( 3.9 ) ( 3.9 ) ( 15.7 ) Income tax benefit attributable to non-controlling interest ( 8.6 ) ( 6.4 ) ( 7.2 ) Tax credits and incentives (1) ( 4.7 ) ( 9.6 ) ( 6.9 ) Non-deductible goodwill 44.6 — — Changes in valuation allowance 3.2 10.3 14.0 Revaluation related to state legislative changes 0.7 ( 2.5 ) — Impact of stock compensation 2.5 1.6 0.9 Impact of officer's compensation 1.7 3.2 3.2 Other items 4.8 0.8 0.5 Income tax expense (benefit) $ ( 107.9 ) $ ( 3.0 ) $ 56.4 (1) Tax credits and incentives include work opportunity and research and development credits, as well as incentives for the Company’s biodiesel blending operations. Income tax expense (benefit) was as follows (in millions): Year Ended December 31, 2024 2023 2022 Current $ ( 4.3 ) $ ( 1.4 ) $ ( 5.2 ) Deferred ( 103.6 ) ( 1.6 ) 61.6 $ ( 107.9 ) $ ( 3.0 ) $ 56.4 We carry valuation allowances against certain state deferred tax assets and net operating losses that may not be recoverable with future taxable income. We also carry valuation allowances related to basis differences that may not be recoverable. During the years ended December F-44 | 31, 2024 and 2023, we recorded an increase to the valuation allowance of $ 3.2 million and $ 10.3 million, respectively. The 2024 and 2023 increase in the valuation allowance was primarily driven by changes in state attributes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods for which the deferred tax assets are deductible, management believes it is more likely than not Delek will realize the benefits of these deductible differences, net of the existing valuation allowance. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. Subsequently recognized tax benefit or expense relating to the valuation allowance for deferred tax assets will be reported as an income tax benefit or expense in the consolidated statement of income. Federal net operating loss and credit carryforwards at December 31, 2024 totaled $ 241.8 million and $ 7.2 million, respectively, a portion of which are subject to a valuation allowance. Federal net operating losses have an indefinite carryforward life, and federal tax credit carryforwards will begin expiring in 2028. State net operating loss and credit carryforwards at December 31, 2024 totaled $ 1,871.2 million and $ 4.5 million, respectively, a portion of which are subject to a valuation allowance. State net operating losses and tax credit carryforwards will begin expiring in 2025. Delek files a consolidated U.S. federal income tax return, as well as income tax returns in various state jurisdictions. Delek is no longer subject to U.S. federal income tax examinations by tax authorities for years through 2017. Pre-acquisition tax returns for Alon are closed for U.S. federal income tax examinations through the tax year ended December 31, 2016 as of December 31, 2024. On February 13, 2024, the Company received notice that the Congressional Joint Committee has completed its consideration of both Delek and Alon's income tax returns for 2015-2020 with no material adjustments identified, this includes the Alon June 30, 2017 tax return. Alon USA Partners, LP is currently under audit by the IRS for tax year 2019. Delek is currently under audit in various states for tax years 2016 through 2019. No material adjustments have been identified at this time. ASC 740 provides a recognition threshold and guidance for measurement of income tax positions taken or expected to be taken on a tax return. ASC 740 requires the elimination of the income tax benefits associated with any income tax position where it is not "more likely than not" that the position would be sustained upon examination by the taxing authorities. Increases and decreases to unrecognized tax benefits, which includes interest and penalties, were as follows (in millions): Year Ended December 31, 2024 2023 2022 Balance at the beginning of the year $ 10.9 $ 7.0 $ 14.1 Additions based on tax positions related to current year 0.2 4.3 0.9 Additions for tax positions related to prior years and acquisitions 0.4 0.2 0.1 Reductions for tax positions related to prior years ( 0.1 ) ( 0.2 ) ( 6.5 ) Reductions for tax positions related to lapse of applicable statute of limitations ( 4.5 ) ( 0.4 ) ( 0.4 ) Reductions for tax positions related to settlements with taxing authorities — — ( 1.2 ) Balance at the end of the year $ 6.9 $ 10.9 $ 7.0 The amount of the unrecognized benefit above, that if recognized would change the effective tax rate, is $ 6.0 million and $ 6.1 million as of December 31, 2024 and 2023, respectively. The Company expects none of the 2024 ending reserve to no longer be uncertain and rolled out of the reserve within the next twelve months. Delek recognizes accrued interest and penalties related to unrecognized tax benefits as an adjustment to the current provision for income taxes. We recognized interest expense of $ 0.2 million, $ 0.2 million, and $ 0.1 million related to unrecognized tax benefits during the years ended December 31, 2024, 2023 and 2022, respectively. The total recognized liability for interest was $ 1.3 million and $ 1.3 million as of December 31, 2024 and 2023, respectively. Uncertain tax positions have been examined by Delek for any material changes in the next 12 months, and no material changes are expected. F-45 | 16. Related Party Transactions Our related party transactions consist primarily of transactions with our equity method investees (See Note 8). Transactions with our related parties were as follows for the periods presented (in millions): Year Ended December 31, 2024 2023 2022 Revenues (1) $ 121.7 $ 105.2 $ 98.7 Cost of materials and other (2) $ 200.9 $ 197.5 $ 117.4 (1) Consists primarily of asphalt sales which are recorded in the refining segment. (2) Consists primarily of pipeline throughput fees paid by the refining segment and asphalt purchases. 17. Goodwill and Intangible Assets Goodwill We performed our annual goodwill impairment review in the fourth quarter of 2024, 2023 and 2022. This review was performed at the reporting unit level, which is at or one level below our operating segment. For a quantitative assessment, we estimated the value of each of our reporting units using a discounted cash flows ("DCF") analysis and a multiple of expected future cash flows, such as those used by third-party analysts. The DCF analysis included a market participant weighted average cost of capital, forecasted crack spreads, future volumes, gross margin, capital expenditures, and long-term growth rate based on historical information and our best estimate of future forecasts. The market approach involves significant judgment, including selection of an appropriate peer group, selection of valuation multiples, and determination of the appropriate weighting in our valuation model. With respect to the goodwill associated with the reporting units within the logistics segment, we performed a qualitative assessment in 2024 and 2022. For 2023, we performed a quantitative assessment on the Delaware Gathering reporting unit and a qualitative assessment for our other reporting units. Our 2023 testing of goodwill did not identify any impairments other than our Delaware Gathering reporting unit, which reported a goodwill impairment charge of $ 14.8 million. The impairment was primarily driven by the significant increases in interest rates and timing of system connections with our producer customers. With respect to the goodwill associated with the reporting units within the refining segment, we performed a quantitative assessment in 2024 and a qualitative assessment in 2023 and 2022. Our 2024 testing of goodwill did not identify any impairments other than our Krotz Springs reporting unit, which reported a goodwill impairment charge of $ 212.2 million. The impairment was primarily driven by depressed crack spread pricing in the near term combined with an increased discount rate. For the years ended December 31, 2024 and 2023, the annual impairment review resulted in an impairment charge of $ 212.2 million and $ 14.8 million, respectively, which is included in asset impairment in the consolidated statements of income. For the year ended December 31, 2022, there was no goodwill impairment charge. A summary of our goodwill by segment is as follows (in millions): Refining Logistics Corporate, Other and Eliminations Total Gross goodwill balance $ 801.3 $ 27.0 $ — $ 828.3 Accumulated impairment losses ( 126.0 ) — — ( 126.0 ) Balance, December 31, 2022 675.3 27.0 — 702.3 Goodwill Impairment — ( 14.8 ) — ( 14.8 ) Gross goodwill balance 801.3 27.0 — 828.3 Accumulated impairment losses ( 126.0 ) ( 14.8 ) — ( 140.8 ) Balance, December 31, 2023 675.3 12.2 — 687.5 Goodwill Impairment ( 212.2 ) — — ( 212.2 ) Gross goodwill balance 801.3 27.0 — 828.3 Accumulated impairment losses ( 338.2 ) ( 14.8 ) — ( 353.0 ) Balance, December 31, 2024 $ 463.1 $ 12.2 $ — $ 475.3 F-46 | Intangibles A summary of our identifiable intangible assets are as follows (in millions): As of December 31, 2024 As of December 31, 2023 Useful Life Gross Accumulated Amortization Net Gross Accumulated Amortization Net Intangible Assets subject to amortization: Supply contract 5 years $ 4.8 $ ( 0.3 ) $ 4.5 $ — $ — $ — Third-party fuel supply agreement 10 years 49.0 ( 36.7 ) 12.3 49.0 ( 31.8 ) 17.2 Rights-of-way 8 - 35 years 15.0 ( 1.9 ) 13.1 15.0 ( 1.1 ) 13.9 Customer relationships 11 - 13.4 years 234.2 ( 47.3 ) 186.9 210.0 ( 28.7 ) 181.3 Intangible assets not subject to amortization: Rights-of-way Indefinite 90.7 90.7 61.2 61.2 Line space history Indefinite 12.0 12.0 12.0 12.0 Refinery permits Indefinite 2.1 2.1 2.1 2.1 Total $ 407.8 $ ( 86.2 ) $ 321.6 $ 349.3 $ ( 61.6 ) $ 287.7 Amortization of intangible assets was $ 24.6 million, $ 23.7 million and $ 16.2 million during the years ended December 31, 2024, 2023 and 2022, respectively, and is included in depreciation and amortization on the accompanying consolidated statements of income. Amortization expense for the next five years is estimated to be as follows (in millions): 2025 $ 26.5 2026 $ 26.5 2027 $ 24.1 2028 $ 21.6 2029 $ 21.1 18. Property, Plant and Equipment Property, plant and equipment, at cost, consist of the following (in millions): December 31, 2024 2023 Land $ 41.2 $ 31.1 Building and building improvements 53.4 54.7 Refinery machinery and equipment 2,349.1 2,260.1 Pipelines and terminals 1,454.1 1,224.8 Refinery turnaround costs 526.6 538.8 Other equipment 187.6 171.8 Construction in progress 336.4 179.0 $ 4,948.4 $ 4,460.3 Less: accumulated depreciation ( 2,008.4 ) ( 1,764.0 ) $ 2,940.0 $ 2,696.3 Depreciation of property, plant and equipment assets was $ 347.7 million, $ 314.5 million and $ 260.4 million during the years ended December 31, 2024, 2023 and 2022, respectively, and is included in depreciation and amortization on the accompanying consolidated statements of income. F-47 | 19. Other Current Assets and Liabilities The detail of other current assets is as follows (in millions): Other Current Assets December 31, 2024 December 31, 2023 Prepaid expenses $ 69.2 $ 47.4 Short-term derivative assets (see Note 12) 8.8 1.3 Income and other tax receivables 6.7 15.5 Investment commodities — 4.0 Other 0.8 9.6 Total $ 85.5 $ 77.8 The detail of accrued expenses and other current liabilities is as follows (in millions): Accrued Expenses and Other Current Liabilities December 31, 2024 December 31, 2023 Crude purchase liabilities $ 193.9 $ 190.7 Product financing agreements 185.9 224.2 Income and other taxes payable 101.1 163.2 Employee costs 43.2 64.7 Consolidated Net RINs Obligation deficit (see Note 13) 30.6 39.6 Deferred revenue 6.9 15.7 Short-term derivative liabilities (see Note 12) 5.6 3.9 Other 82.3 62.3 Total $ 649.5 $ 764.3 20. Restructuring and Other Charges During the fiscal year 2022, we initiated a cost optimization plan to improve efficiencies and align our workforce with strategic activities and operations. The recorded costs include an accrual of $ 10.4 million and $ 0.9 million as of December 31, 2024 and December 31, 2023, respectively. During the year ended December 31, 2024, we made the decision to idle the Crossett, Arkansas, Cleburne, Texas and New Albany, Mississippi biodiesel facilities, while exploring viable and sustainable alternatives. Those alternatives could include restarting if market conditions improve, marketing for sale or permanently closing any of the facilities. Our decision to idle these facilities was driven by the decline in the overall biodiesel market and aligns with our continued operational and cost optimization efforts. As a result, we conducted an evaluation of impairment and based on our review we recorded a $ 22.1 million impairment which included property, plant and equipment and right of use assets. In addition, $ 0.4 million of severance and benefit expenses were recognized in the year ended December 31, 2024. During the year ended December 31, 2024, we made a strategic decision to abandon certain capital projects included in construction in progress that no longer fit our core objectives. As a result, we recognized a loss of $ 14.1 million in the year ended December 31, 2024, which is recorded in other operating income, net in the consolidated statements of income. In addition, we recognized impairment charges totaling $ 9.2 million related to certain pipeline assets because it's no longer probable these assets will be utilized. During the year ended December 31, 2024, we recorded a bonus accrual and equity based compensation for certain employees, including executives, determined to be key to our planned go-forward operations and achievement of certain corporate and strategic milestones provided that they remain through various requisite service periods for a total of $ 12.3 million of which $ 8.3 million is recorded in general and administrative expenses and $ 4.0 million is recorded in operating expenses in the consolidated statements of income. During the year ended December 31, 2023, Delek determined that leased crude oil tanks in Canada were not needed to support the future growth of its business. The exit of these leased crude oil tanks are intended to align with our continued operational and cost optimization efforts. We have the ability and intent to sublease these crude oil tanks for the remainder of the respective lease terms, however, the expected sublease has a lower rate than the head lease, resulting in a right-of-use asset impairment of $ 23.1 million. We anticipate concluding our restructuring activities by the end of fiscal year 2026. Future cost estimates for these initiatives are continuing to be developed. F-48 | The detail of restructuring costs is as follows (in millions): Year Ended December 31, 2024 Type of Costs Statement of Income Location Refining Logistics Corporate, Other and Eliminations Consolidated Consulting fees, severance costs, bonus expense and equity based compensation General and administrative expenses $ — $ — $ 13.0 $ 13.0 Severance costs and bonus expense Operating expenses 0.4 — 4.0 4.4 Impairment Asset impairment 22.1 — 9.2 31.3 Asset write-off Other operating income, net 14.1 — — 14.1 Total $ 36.6 $ — $ 26.2 $ 62.8 Year Ended December 31, 2023 Type of Costs Statement of Income Location Refining Logistics Corporate, Other and Eliminations Consolidated Consulting fees and severance costs General and administrative expenses $ 0.3 $ 0.4 $ 12.8 $ 13.5 Other Cost of materials and other 1.2 — — 1.2 Impairment Asset impairment — — 23.1 23.1 Total $ 1.5 $ 0.4 $ 35.9 $ 37.8 Year Ended December 31, 2022 Type of Costs Statement of Income Location Refining Logistics Corporate, Other and Eliminations Consolidated Consulting fees and severance costs General and administrative expenses $ — $ — $ 12.5 $ 12.5 Total $ — $ — $ 12.5 $ 12.5 21. Equity-Based Compensation Delek US Holdings, Inc. 2006 Long-Term Incentive Plan The Delek US Holdings, Inc. 2006 Long-Term Incentive Plan, as amended (the "2006 Plan"), allowed Delek to grant stock options, SARs, RSUs, PRSUs, and other stock-based awards of up to 5,053,392 shares of Delek's common stock to certain directors, officers, employees, consultants and other individuals who performed services for Delek or its affiliates. Stock options and SARs granted under the 2006 Plan were generally granted at market price or higher. The vesting of all outstanding awards was subject to continued service to Delek or its affiliates except that vesting of awards granted to certain executive employees could, under certain circumstances, accelerate upon termination of their employment and the vesting of all outstanding awards could accelerate upon the occurrence of an Exchange Transaction (as defined in the 2006 Plan). In the second quarter of 2010, Delek's Board of Directors and its Incentive Plan Committee began using stock-settled SARs, rather than stock options, as the primary form of appreciation award under the 2006 Plan. The 2006 Plan expired in April 2016. Delek US Holdings, Inc. 2016 Long-Term Incentive Plan On May 5, 2016, our stockholders approved our 2016 Long-Term Incentive Plan (the “2016 Plan”) to succeed our 2006 Plan. The 2016 Plan allows Delek to grant stock options, SARs, restricted stock, RSUs, performance awards and other stock-based awards of Delek's common stock to certain directors, officers, employees, consultants and other individuals who perform services for Delek or its affiliates. On May 3, 2022 and May 3, 2023, the Company's stockholders approved an amendment to the 2016 plan that increased the number of shares of common stock available under this plan by 760,000 shares and 2,015,000 shares, respectively, to 17,010,000 shares. Stock options and SARs issued under the 2016 Plan are granted at prices equal to (or greater than) the fair market value of Delek's common stock on the grant date and are generally subject to a vesting period of one year or more. No awards will be made under the 2016 Plan after May 5, 2026. F-49 | Alon USA Energy, Inc. 2005 Long-Term Incentive Plan In connection with the Delek/Alon Merger, Delek assumed the Alon USA Energy, Inc. Second Amended and Restated 2005 Incentive Compensation Plan (the “Alon 2005 Plan” and, collectively with the 2006 Plan and the 2016 Plan, the "Incentive Plans") as a component of its overall executive incentive compensation program. The Alon 2005 Plan permitted the granting of awards to Alon's officers and key employees in the form of options to purchase common stock, SARs, restricted shares of common stock, RSUs, performance shares, performance units and senior executive plan bonuses. Effective with the Delek/Alon Merger, all contractually unvested share-based awards were converted into share-based awards denominated in Delek common stock. Committed but unissued share-based awards were exchanged and converted into rights to receive share-based awards indexed to Delek common stock. The Alon 2005 Plan was terminated June 4, 2021. Option and SAR Assumptions The table below provides the fair value assumptions for our outstanding stock options and SARs under the Incentive Plans. For all awards granted, we calculated volatility using historical and implied volatility of a peer group of public companies using weekly stock prices. 2024 Grants (Graded Vesting - 2 years) Expected volatility 61.59 % Dividend yield 3.70 % Expected term 5.75 years Risk free rate 4.03 % Fair value per share $ 11.66 Stock Option and SAR Activity The following table summarizes our Incentive Plans stock option and SAR activity for the years ended December 31, 2024, 2023 and 2022: Number of Shares Under Option Weighted-Average Strike Price Weighted-Average Contractual Term (in years) Aggregate Intrinsic Value (in millions) Options and SARs outstanding, December 31, 2021 2,073,230 $ 33.79 Exercised ( 326,735 ) $ 26.04 Forfeited ( 219,450 ) $ 35.72 Options and SARs outstanding, December 31, 2022 1,527,045 $ 35.17 Exercised ( 51,200 ) $ 25.06 Forfeited ( 259,730 ) $ 37.34 Options and SARs outstanding, December 31, 2023 1,216,115 $ 35.14 Granted 230,000 $ 26.50 Exercised ( 33,150 ) $ 25.81 Forfeited ( 172,400 ) $ 38.91 Options and SARs outstanding, December 31, 2024 1,240,565 $ 33.25 4.2 $ 0.1 Vested options and SARs exercisable, December 31, 2024 1,010,565 $ 34.79 3.1 $ 0.1 Vested options and SARs exercisable, December 31, 2023 1,216,115 $ 35.14 4.1 $ 0.3 F-50 | Restricted Stock Units The Incentive Plans provide for the award of RSUs and PRSUs to certain employees and non-employee directors. RSUs granted to employees vest ratably over three to five years from the date of grant, and RSUs granted to non-employee directors vest quarterly over the year following the date of grant. The grant date fair value of RSUs is determined based on the closing price of Delek's common stock on the grant date. PRSUs initially granted to employees will typically vest in one to three tranches, the first of which vests on December 31 of the year following the grant date, the second and third on the subsequent December 31. PRSUs subsequently granted to employees will typically vest at the end of a three calendar year performance period. The number of PRSUs that will ultimately vest is based on the Company's total shareholder return over the performance period. The grant date fair value of PRSUs for market-based awards is determined using a Monte-Carlo simulation model. We record compensation expense for these awards based on the grant date fair value of the award, recognized ratably over the measurement period. Performance-Based Restricted Stock Unit Assumptions The table below provides the assumptions used in estimating the fair values of our outstanding PRSUs under the Incentive Plans. For all awards granted, we calculated volatility using historical volatility and implied volatility of a peer group of public companies using weekly stock prices. 2024 Grants 2023 Grants 2022 Grants Expected volatility 51.41 % 57.61 % - 64.46 % 74.11 % - 77.89 % Expected term 2.81 years 1.81 - 2.81 years 2.56 - 2.81 years Risk free rate 4.25 % 4.32 % - 4.60 % 1.84 % - 3.12 % Fair value per share $ 35.69 $ 24.95 $ 35.03 The following table summarizes the RSU and PRSU activity under the Incentive Plans for the years ended December 31, 2024, 2023 and 2022: Number of RSUs and PRSUs Weighted-Average Grant Date Price Total Fair Value: In Millions Balance December 31, 2021 2,146,631 $ 23.54 Granted 1,345,746 $ 31.87 Vested ( 611,440 ) $ 24.28 $ 14.8 Forfeited ( 129,771 ) $ 24.22 Performance Not Achieved ( 129,833 ) $ 38.76 Balance December 31, 2022 2,621,333 $ 26.85 Granted 1,446,101 $ 24.17 Vested ( 667,597 ) $ 26.38 $ 17.6 Forfeited ( 539,850 ) $ 27.89 Performance Not Achieved ( 350,939 ) $ 10.58 Balance December 31, 2023 2,509,048 $ 27.48 Granted 1,224,602 $ 26.47 Vested ( 836,331 ) $ 25.27 $ 21.1 Forfeited ( 303,865 ) $ 25.98 Performance Not Achieved ( 251,696 ) $ 34.56 Balance December 31, 2024 2,341,758 $ 27.17 Compensation Expense Related to Equity-based Awards Granted Under the Incentive Plans Compensation expense for Delek equity-based awards amounted to $ 27.8 million, $ 23.9 million and $ 26.4 million for the years ended December 31, 2024, 2023 and 2022, respectively, and are included in general and administrative expenses and operating expenses in the accompanying consolidated statements of income. These amounts exclude amounts related to discontinued operations of $ 1.6 million, $ 0.2 million and $ 0.4 million for the years ended December 31, 2024, 2023 and 2022, respectively We recognized income tax (benefit) expense for equity-based awards of $( 3.1 ) million, $( 2.0 ) million and $ 0.9 million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, there was $ 38.3 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. The aggregate intrinsic value, which represents the difference between the underlying stock's market price and the award's exercise price, of the share-based awards exercised or vested during the years ended December 31, 2024, 2023 and 2022 was $ 20.1 million, $ 16.3 million and $ 20.5 million, respectively. During the years December 31, 2024, 2023 and 2022, respectively, we issued net shares of common stock of 589,300 , 450,123 and 457,405 as a result of exercised or vested equity-based awards. These amounts are net of 256,865 , 223,645 and 463,677 shares, respectively, withheld to satisfy employee tax obligations related to the exercises and vesting for the years ended December F-51 | 31, 2024, 2023 and 2022. Delek paid approximately $ 5.5 million, $ 4.5 million and $ 6.5 million, respectively, of taxes in connection with the settlement of these awards for the years ended December 31, 2024, 2023 and 2022. We issue new shares of common stock upon exercise or vesting of share-based awards. Delek Logistics GP, LLC 2012 Long-Term Incentive Plan Logistics GP maintains a unit-based compensation plan for officers, directors and employees of Logistics GP or its affiliates and certain consultants, affiliates of Logistics GP or other individuals who perform services for Delek Logistics. The Delek Logistics GP, LLC 2012 Long-Term Incentive Plan ("Logistics LTIP") permits the grant of unit options, restricted units, phantom units, unit appreciation rights, distribution equivalent rights, other unit-based awards, and unit awards. Awards granted under the Logistics LTIP will be settled with Delek Logistics units. On June 9, 2021, the Logistics GP board of directors amended the Logistics LTIP and increased the number of common units representing limited partner interests in Delek Logistics (the "Common Units") authorized for issuance under this plan by 300,000 Common Units to 912,207 Common Units. The term of the Logistics LTIP was also extended to June 9, 2031. Equity-based compensation expense is included in general and administrative expenses in the accompanying consolidated statements of income and is immaterial for the years ended December 31, 2024, 2023 and 2022. 22. Shareholders' Equity Dividends For 2024, our Board of Directors declared the following dividends: Approval Date Dividend Amount Per Share Record Date Payment Date February 20, 2024 $ 0.245 March 1, 2024 March 8, 2024 May 2, 2024 $ 0.250 May 17, 2024 May 24, 2024 July 31, 2024 $ 0.255 August 12, 2024 August 19, 2024 October 30, 2024 $ 0.255 November 12, 2024 November 18, 2024 February 18, 2025 $ 0.255 March 3, 2025 March 10, 2025 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. On September 3, 2024, the Board of Directors approved a $ 400.0 million increase in the share repurchase authorization. The authorization has no expiration date. During the years ended December 31, 2024 and 2023, 2,168,196 and 3,562,767 shares, respectively, of our common stock were repurchased and cancelled at the time of the transaction for a total of $ 41.5 million and $ 85.4 million, respectively. As of December 31, 2024, there was $ 543.6 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 required, among other things, that until the completion of the Company’s 2023 annual meeting of stockholders, the Icahn Group would refrain from acquiring additional shares of the Company Common Stock . F-52 | 23. Employees Workforce As of December 31, 2024, operations, maintenance and warehouse hourly employees at the Tyler refinery were represented by the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union and its Local 202. Of the Tyler refinery employees, 56.1 % of operations, maintenance and warehouse hourly employees are currently covered by a collective bargaining agreement that expires January 31, 2028. As of December 31, 2024, operations, maintenance and warehouse hourly employees at the El Dorado refinery were represented by the International Union of Operating Engineers and its Local 351. Of the El Dorado refinery employees, 45.7 % are covered by a collective bargaining agreement which expires on August 1, 2027. As of December 31, 2024, 67.4 % of employees who work at our Big Spring refinery were covered by a collective bargaining agreement that expires March 31, 2027. None of our employees in our logistics segment, Krotz Springs refinery or in our corporate office are represented by a union. We consider our relations with our employees to be satisfactory. Postretirement Benefits Pension Plans We have two defined benefit pension plans for certain Alon employees. The benefits are based on years of service and the employee’s final average monthly compensation. Our funding policy is to contribute annually no less than the minimum required nor more than the maximum amount that can be deducted for federal income tax purposes. Contributions are intended to provide not only for benefits attributed to service to date but also for those benefits expected to be earned in the future. Both plans are closed to new participants. On August 1, 2024, the Board of Directors approved terminating the Alon USA Pension Plan, effective December 31, 2024, subject to approval by the Internal Revenue Service. We have commenced the termination process, but the specific date for the completion of the process is unknown at this time and will depend on certain legal and regulatory requirements or approvals. As part of the termination process, we expect to distribute lump sum payments to or purchase annuities for the benefit of plan participants, which is dependent on the participants’ elections. The pre-tax amounts related to the defined benefit plans recognized as pension benefit liability in the consolidated balance sheets as of December 31, 2024 was $ 1.4 million. Financial information related to our pension plans is presented below (in millions): Year Ended December 31, 2024 2023 Change in projected benefit obligation: Benefit obligation at beginning of year $ 106.7 $ 105.3 Interest cost 5.0 5.3 Actuarial loss (gain) ( 6.7 ) 2.0 Benefits paid ( 6.0 ) ( 5.9 ) Other (effect of curtailment/settlement) ( 0.1 ) — Projected benefit obligations at end of year $ 98.9 $ 106.7 Change in plan assets: Fair value of plan assets at beginning of year $ 104.2 $ 102.2 Actual gain (loss) on plan assets ( 0.7 ) 7.9 Employer contribution 0.1 — Benefits paid ( 6.0 ) ( 5.9 ) Other (effect of curtailment/settlement) ( 0.1 ) — Fair value of plan assets at end of year $ 97.5 $ 104.2 Reconciliation of funded status: Fair value of plan assets at end of year $ 97.5 $ 104.2 Less projected benefit obligations at end of year 98.9 106.7 Under-funded status at end of year $ ( 1.4 ) $ ( 2.5 ) F-53 | The pre-tax amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost were as follows (in millions): Year Ended December 31, 2024 2023 Net actuarial loss $ 5.3 $ 6.0 Projected benefit obligations at end of year $ 5.3 $ 6.0 The accumulated benefit obligation for each of our pension plans was in excess of the fair value of plan assets. The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the pension plans were as follows (in millions): Year Ended December 31, 2024 2023 Projected benefit obligation $ 98.9 $ 106.7 Accumulated benefit obligation $ 98.9 $ 106.7 Fair value of plan assets $ 97.5 $ 104.2 The weighted-average assumptions used to determine benefit obligations were as follows: Year Ended December 31, 2024 2023 Discount rate 5.50 % 4.90 % The discount rate used reflects the expected future cash flow based on our funding valuation assumptions and participant data as of the beginning of the plan period. The expected future cash flow is discounted by the Principal Pension Discount Yield Curve for the fiscal year end because it has been specifically designed to help pension funds comply with statutory funding guidelines. The expected long-term rate of return is based on the portfolio as a whole and not on the sum of the returns on individual asset categories. The weighted-average assumptions used to determine net periodic benefit costs were as follows: Year Ended December 31, 2024 2023 2022 Discount rate 4.90 % 5.10 % 2.75 % Expected long-term rate of return on plan assets 5.25 % 5.55 % 4.05 % The components of net periodic benefit cost related to our benefit plans consisted of the following (in millions): Year Ended December 31, Components of net periodic benefit: 2024 2023 2022 Interest cost $ 5.0 $ 5.3 $ 3.7 Expected return on plan assets ( 5.1 ) ( 5.4 ) ( 5.2 ) Amortization of net gain — ( 0.1 ) — Net periodic benefit $ ( 0.1 ) $ ( 0.2 ) $ ( 1.5 ) The service cost component of net periodic benefit is included as part of general and administrative expenses in the accompanying statements of income. The other components of net periodic benefit are included as part of other operating income, net . F-54 | The weighted-average asset allocation of our pension benefits plan assets were as follows: Year Ended December 31, 2024 2023 Investments in common collective trust consisting of: U.S. and International companies — % 10.0 % Fixed-income 100.0 % 90.0 % Total 100.0 % 100.0 % The fair value of our pension assets by category were as follows (in millions): 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, 2024 Fixed-income $ — $ 97.5 $ — $ 97.5 Total $ — $ 97.5 $ — $ 97.5 Year Ended December 31, 2023 U.S. companies $ — $ 7.3 $ — $ 7.3 International companies — 3.1 — 3.1 Fixed-income — 93.8 — 93.8 Total $ — $ 104.2 $ — $ 104.2 The investment policies and strategies for the assets of our pension benefits is to, over a five-year period, provide returns in excess of the benchmark. The portfolio in our common collective trust is expected to earn long-term returns from capital appreciation and a stable stream of current income. This approach recognizes that assets are exposed to price risk and the market value of the plans’ assets may fluctuate from year to year. Risk tolerance is determined based on our specific risk management policies. In line with the investment return objective and risk parameters, the plans’ mix of assets includes a diversified portfolio of underlying securities in companies and fixed-income. The underlying securities include domestic and international companies of various sizes of capitalization. The asset allocation of the plan is reviewed on at least an annual basis. We made $ 0.1 million contributions to the pension plans for the year ended December 31, 2024, and expect $ 0.5 million contributions to be made to the pension plans in 2025. There were no employee contributions to the plans. The benefits expected to be paid in each year 2025–2029 are $ 7.4 million, $ 6.9 million, $ 7.1 million, $ 7.1 million and $ 7.2 million, respectively. The aggregate benefits expected to be paid in the five years from 2030–2034 are $ 36.3 million. The expected benefits are based on the same assumptions used to measure our benefit obligation at December 31, 2024 and include estimated future employee service. 401(k) Plans For the years ended December 31, 2024, 2023 and 2022, we sponsored a voluntary 401(k) Employee Retirement Savings Plans for eligible employees. Employees must be at least 19 years of age and eligibility to participate in the plan is immediate upon employment. Employee contributions are matched on a fully-vested basis by us up to a maximum of 10 % on 6 % of eligible compensation. Eligibility for the Company matching contribution begins immediately upon employment with vesting after one year of service. For the years ended December 31, 2024, 2023 and 2022, the 401(k) plans expense recognized was $ 24.8 million, $ 13.3 million and $ 10.1 million, respectively. These amounts exclude amounts related to discontinued operations of $ 1.3 million, $ 1.5 million and $ 0.8 million for the years ended December 31, 2024, 2023 and 2022, respectively. Postretirement Medical Plan In addition to providing pension benefits, Alon has an unfunded postretirement medical plan covering certain health care and life insurance benefits for certain employees of Alon that retired prior to January 2, 2017, who met eligibility requirements in the plan documents. This plan is closed to new participants. The health care benefits in excess of certain limits are insured. The accrued benefit liability related to this plan reflected in the consolidated balance sheet was $ 0.4 million and $ 0.6 million at December 31, 2024 and 2023, respectively. F-55 | 24. Selected Quarterly Financial Data (Unaudited) Quarterly financial information for the years ended December 31, 2024 and 2023 is summarized below. The sum of the quarterly results may differ from the annual results presented on our consolidated statements of income due to rounding. The quarterly financial information summarized below has been prepared by Delek's management and is unaudited (in millions, except per share data). For the Three Month Periods Ended March 31, 2024 (1) June 30, 2024 (1) September 30, 2024 December 31, 2024 Net revenues $ 3,128.0 $ 3,308.1 $ 3,042.4 $ 2,373.7 Operating income (loss) $ 29.2 $ 4.6 $ ( 121.9 ) $ ( 403.4 ) Net loss from continuing operations $ ( 28.4 ) $ ( 33.8 ) $ ( 134.8 ) $ ( 401.1 ) Net loss $ ( 25.2 ) $ ( 26.1 ) $ ( 67.5 ) $ ( 402.1 ) Net loss attributable to Delek $ ( 32.6 ) $ ( 37.2 ) $ ( 76.8 ) $ ( 413.8 ) Basic loss per share from continuing operations $ ( 0.56 ) $ ( 0.70 ) $ ( 2.25 ) $ ( 6.53 ) Diluted loss per share from continuing operations $ ( 0.56 ) $ ( 0.70 ) $ ( 2.25 ) $ ( 6.53 ) For the Three Month Periods Ended (1) March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 Net revenues $ 3,821.9 $ 4,074.4 $ 4,628.8 $ 3,942.1 Operating income (loss) $ 138.9 $ 37.6 $ 212.1 $ ( 143.9 ) Net income (loss) from continuing operations $ 69.5 $ ( 12.2 ) $ 125.6 $ ( 163.3 ) Net income (loss) $ 72.2 $ ( 1.5 ) $ 136.1 $ ( 160.1 ) Net income (loss) attributable to Delek $ 64.3 $ ( 8.3 ) $ 128.7 $ ( 164.9 ) Basic income (loss) per share from continuing operations $ 0.92 $ ( 0.29 ) $ 1.82 $ ( 2.62 ) Diluted income (loss) per share from continuing operations $ 0.91 $ ( 0.29 ) $ 1.81 $ ( 2.62 ) (1) Adjusted to reflect discontinued operations. See Note 5 for further discussion. 25. Leases We lease certain 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 10 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 index based increases. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Our sublease portfolio consists primarily of operating leases within our crude storage equipment. As of December 31, 2024, an immaterial amount 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 10 year renewal options and certain variable payments based on usage. During the fourth quarter of 2023, Delek determined that leased crude oil tanks in Canada were not needed to support the future growth of its business. We have the ability and intent to sublease these crude oil tanks for the remainder of the respective lease terms, however, the expected sublease has a lower rate than the head lease, resulting in a right-of-use asset impairment of $ 23.1 million and remaining right-of-use asset value of $ 21.2 million. The impairment is included in asset impairment in the consolidated statements of income. The fair value of the right-of-use asset was estimated using the discounted future cash flows method, which includes estimates and assumptions for future sublease rental rates that reflect current sublease market conditions, as well as a discount rate. F-56 | The following table presents additional information related to our operating leases in accordance ASC 842, Leases ("ASC 842"): (in millions) Year Ended December 31, 2024 2023 2022 Lease Cost Operating lease costs (1) $ 54.6 $ 63.8 $ 63.0 Short-term lease costs (2) 64.8 46.1 36.0 Sublease income ( 9.3 ) ( 3.5 ) ( 0.1 ) Net lease costs $ 110.1 $ 106.4 $ 98.9 Other Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ ( 58.5 ) $ ( 60.5 ) $ ( 63.0 ) Leased assets obtained in exchange for new operating lease liabilities $ 15.1 $ 50.1 $ 21.6 Leased assets obtained in exchange for new financing lease liabilities $ 0.9 $ 1.4 $ — December 31, 2024 December 31, 2023 Weighted-average remaining lease term (years) operating leases 3.6 3.8 Weighted-average remaining lease term (years) financing leases 5.6 6.5 Weighted-average discount rate operating leases (3) 6.2 % 6.1 % Weighted-average discount rate financing leases (3) 4.5 % 4.3 % (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. The following is an estimate of the maturity of our lease liabilities for operating and financing leases having remaining noncancelable terms in excess of one year as of December 31, 2024 (in millions) under the lease guidance ASC 842: Maturity of Lease Liabilities Total 12 months or less $ 49.7 13-24 months 28.0 25-36 months 24.5 37-48 months 7.4 49- 60 months 2.9 Thereafter 9.2 Total Future Lease Payments 121.7 Less: Interest 14.4 Present Value of Lease Liabilities $ 107.3 26. Subsequent Events Inventory Intermediation Agreement On February 21, 2025, DKTS amended the Inventory Intermediation Agreement to among other things, (i) extend the term of the Inventory Intermediation Agreement from January 31, 2026 to January 31, 2027 and (ii) include a mechanism for DKTS to nominate each month whether to include volumes related to the Krotz Springs refinery for funding under the Inventory Intermediation Agreement. Delek Logistics Unit Buyback Authorization On February 24, 2025, we entered into a Common Unit Purchase Agreement with Delek Logistics (the “Purchase Agreement”) whereby Delek Logistics may repurchase common units from time to time from us in one or more transactions for an aggregate purchase price of up to $ 150.0 million through December 31, 2026 (each such repurchase, a “Repurchase”). The purchase price per common unit in each Repurchase will be the 30-day volume weighted average price of the common units at the close of trading on the day prior to the closing date, subject to certain limitations set forth in the Purchase Agreement. F-57 | Item 16. Form 10-K Summary ITEM 16. FORM 10-K SUMMARY None. 105 | Signatures SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Delek US Holdings, Inc. By: /s/ Reuven Spiegel Reuven Spiegel Executive Vice President, Delek Logistics, and Chief Financial Officer (Principal Financial Officer) Dated: February 26, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by or on behalf of the following persons on behalf of the registrant and in the capacities indicated on February 26, 2025: /s/ Ezra Uzi Yemin Ezra Uzi Yemin Chairman /s/ Avigal Soreq Avigal Soreq Director (Chair), President and Chief Executive Officer (Principal Executive Officer) /s/ Robert Wright Robert Wright Senior Vice President, Deputy Chief Financial Officer (Principal Accounting Officer) /s/ William J. Finnerty William J. Finnerty Director /s/ Richard J. Marcogliese Richard J. Marcogliese Director /s/ Leo Moreno Leo Moreno Director /s/ Christine Benson Schwartzstein Christine Benson Schwartzstein Director /s/ Gary M. Sullivan, Jr. Gary M. Sullivan, Jr. Director /s/ Vasiliki (Vicky) Sutil Vasiliki (Vicky) Sutil Director /s/ Laurie Z. Tolson Laurie Z. Tolson Director /s/ Shlomo Zohar Shlomo Zohar Director 106 |