Delek Logistics Partners, LP 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our disclosure controls and procedures are designed to provide reasonable assurance that the information that we are required to disclose in reports we file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is accumulated and appropriately communicated to management. We carried out an evaluation required by Rule 13a-15(b) of the Exchange Act, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures at the end of the reporting period. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the reporting period. 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 implemented by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of 77 Controls and Procedures, and Other Information financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: i. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; ii. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and that receipts and expenditures recorded by us are being made only in accordance with authorizations of our management and Board of Directors; and iii. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. 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. Management has conducted its evaluation of the effectiveness of internal control over financial reporting as of December 31, 2020, 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, as of December 31, 2020, we maintained effective internal control over financial reporting. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Although most of our corporate employees have shifted to a remote working environment due to the COVID-19 Pandemic, we have not experienced a material impact to our internal control over financial reporting. We are continually monitoring and assessing the COVID-19 Pandemic to minimize the impact on the design and operating effectiveness of our internal controls. 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, 2020, as stated in their report, which is included in the section beginning on page F-1. ITEM 9B. OTHER INFORMATION None. 78 Directors, Executive Officers, Corporate Governance, and Security Ownership PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Our general partner, Delek Logistics GP, LLC, is an indirect subsidiary of Delek Holdings. As of December 31, 2020, two individuals (Messrs. Yemin and Spiegel) serve as both directors and executive officers of the general partner and as officers and, with respect to Mr. Yemin, a director, of Delek Holdings. Our general partner manages our operations and activities on our behalf through its officers and directors. References in this Part III to the "Board," "directors," or "officers" refer to the Board, directors and officers of our general partner. The Board of Directors The directors oversee our operations. The members of the Board are not elected by our unitholders and will not be subject to re-election by our unitholders in the future. The general partner is a limited liability company and its directors are elected by Delek Logistics Services Company, its sole member, which is a subsidiary of Delek Holdings. The directors hold office for a term of one year or until their successors have been elected or qualified or until their earlier death or removal. Our general partner is liable, as general partner, for all of our debts (to the extent not paid from our assets), except for indebtedness or other obligations that are made expressly without recourse to the general partner. Our general partner therefore may cause us to incur indebtedness or other obligations that are without recourse to the general partner. Our common units are traded on the New York Stock Exchange (the "NYSE"). Because we are a limited partnership, we rely on an exemption from the provisions of Section 303A.01 of the NYSE Listed Company Manual which would require the Board to be composed of a majority of independent directors. Despite this exemption, our Board is currently comprised of a majority of independent directors, though this composition could change in the future. We are not required to establish either a compensation or a nominating and corporate governance committee. We are, however, required to have an audit committee of at least three members, and all of our audit committee members are required to meet the independence and experience tests established by the NYSE and the Exchange Act. At the date of this report, the Board consists of the following nine members: Ezra Uzi Yemin, Sherri A. Brillon, Charles J. Brown, III, Francis C. D'Andrea, Eric D. Gadd, Frederec Charles Green, Ron W. Haddock, Gennifer F. Kelly and Reuven Spiegel. The Board has determined that each of Messrs. Brown, D'Andrea, Gadd and Haddock and Mses. Brillon and Kelly qualifies as an independent director under applicable SEC rules and regulations and the rules of the NYSE. Under the NYSE's listing standards, a director will not be deemed independent unless the Board affirmatively determines that the director has no material relationship with us. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, the Board has determined that each of Messrs. Brown, D'Andrea, Gadd and Haddock and Mses. Brillon and Kelly has no material relationship with Delek Holdings or us, either directly or as a partner, stockholder or officer of an organization that has a relationship with Delek Holdings or us, and each of them is therefore independent under the NYSE's listing standards and applicable SEC rules and regulations. Director Experience and Qualifications The members of the general partner are responsible for filling vacancies on the Board at any time during the year and for selecting individuals to serve on the Board. From time to time, the members may utilize the services of search firms or consultants to assist in identifying and screening potential candidates. In accordance with the general partner's governance guidelines, the members consider such qualifications and other factors as they deem appropriate in evaluating potential Board candidates, including the individual’s independence, education, experience, reputation, judgment, skill, integrity and industry knowledge. Directors should have experience in positions with a high degree of responsibility, be leaders in the organizations with which they are affiliated, and have the time, energy, interest and willingness to serve as a member of the Board. While the general partner has no policy requiring consideration of racial or ethnic classifications, gender, religion or sexual orientation, the members give consideration to the diversity of experiences and backgrounds of its directors, the degree to which the individual’s qualities and attributes will complement those of other directors, the extent to which the candidate would be a desirable addition to the Board and committees thereof, and other factors. Executive Officers of Our General Partner Our general partner's executive officers manage the day-to-day affairs of our business and conduct our operations. The executive officers of our general partner are appointed by the Board and serve in that capacity at the discretion of the Board. All of our general partner's executive officers are employees and officers of Delek Holdings. While the amount of time that our general partner's executive officers devote to our business varies in any given year, we currently estimate that approximately 10% to 20% of their productive business time is spent on the management and conduct of our operations, except for Odely Sakazi, who devotes a majority of his time to our operations. The executive officers of our general partner intend to devote as much of their time as is necessary for the proper conduct of our business. We also utilize a significant number of Delek Holdings' employees to operate our business and provide us with general and administrative services. Under the Omnibus Agreement, we pay Delek Holdings an annual fee, indexed for inflation, for Delek Holdings' provision of centralized corporate services, including executive management services of Delek Holdings employees who devote less than 50% of their 79 Directors, Executive Officers, Corporate Governance, and Security Ownership time to our business, financial and administrative services, information technology services, legal services, health, safety and environmental services, human resource services, and insurance administration. In addition, we reimburse Delek Holdings for allocated expenses of personnel who devote 50% or more of their time performing services for our benefit. Directors and Executive Officers of Our General Partner The following table shows information for the directors and executive officers of our general partner. Name Age Position With Delek Logistics GP, LLC Ezra Uzi Yemin 52 Chairman of the Board of Directors, Chief Executive Officer and President Sherri A. Brillon 61 Director and Member of Audit Committee Charles J. Brown, III 73 Director, Chairman of Conflicts Committee and Member of Audit and EHS Committees Francis C. D'Andrea 67 Director, Chairman of Audit Committee and Member of Conflicts and EHS Committees Eric D. Gadd 65 Director, Chairman of EHS Committee and Member of Audit and Conflicts Committees Frederec Charles Green 55 Director Ron W. Haddock 80 Director and Member of EHS Committees Gennifer F. Kelly 48 Director and Member of Conflicts and EHS Committees Reuven Spiegel 64 Director, Executive Vice President and Chief Financial Officer Denise McWatters 61 Executive Vice President, General Counsel and Secretary Odely Sakazi 37 Senior Vice President, Delek Logistics Ezra Uzi Yemin has served as the Chief Executive Officer and the Chairman of the Board of our general partner since April 2012. He has also served as the chairman of the board of directors of Delek Holdings since December 2012, its chief executive officer since June 2004 and its president and as a director since April 2001. He has been the President of our general partner since August 2019. Mr. Yemin served as the president of Alon USA Partners GP, LLC, from July 2017 until its acquisition by Delek Holdings in February 2018 and the chairman of the board of directors of Alon USA Energy, Inc. from May 2015 until its acquisition by Delek Holdings in July 2017. Mr. Yemin’s duties include the formulation of our policies and strategic direction, oversight of executive officers and overall responsibility for our operations and performance. The Board believes that, because he has worked for Delek Holdings since its founding, Mr. Yemin brings to the Board a thorough and complete understanding of our business, operations and operating environment, as well as the business, operations and operating environment of Delek Holdings (the owner of approximately 80.0% of our units and the customer on whom the Partnership is most dependent). Mr. Yemin also brings to the Board substantial leadership, planning and industry experience. Sherri A. Brillon has served as a member of the Board of our general partner and as a member of the Audit Committee since January 2021. Starting in 2008, Ms. Brillon held various positions of increasing responsibility at Encana Corporation, a leading North American hydrocarbon exploration and marketing company now known as Ovintiv Inc., before retiring as Executive Vice President and Chief Financial Officer in 2019. At Encana, Ms. Brillon was responsible for directing the financial operations of the organization and she also implemented Encana's business strategy through multiple strategic transactions. Ms. Brillon is a past director of the Canadian Chamber of Commerce, Alberta Energy Regulator, Tim Hortons Inc., a Canadian multinational fast food restaurant chain, and PrairieSky Royalty Ltd., which owns properties generating royalty revenues from petroleum and natural gas in Canada. Ms. Brillon provides the Board with financial and strategic experience from her many years in the energy industry. Charles J. Brown, III has served as a member of the Board of our general partner since November 2012, as a member of the Audit Committee and Conflicts Committee (of which he is Chairman) since November 2012 and as a member of the Environmental, Health and Safety Committee (the "EHS Committee") since its inception in October 2016. Mr. Brown is a licensed attorney with more than 30 years of experience in the energy industry. From July 2013 until his retirement on January 1, 2020, Mr. Brown served as the executive vice president of Apex Clean Energy, Inc., an independent renewable energy company, where he managed legal and business development activities. Mr. Brown is currently the owner of, and since 2011, the chief advisor for, CRW Energy, a consulting firm focused in the international power and utility industries. From 2008 through 2011, Mr. Brown served as a partner in the energy department of a large international law firm. Mr. Brown was appointed to the Board because of his experience in the energy industry, and because, as an attorney, he provides the Board with valuable expertise in matters involving the financial, legal, regulatory and risk matters affecting the Partnership. Francis C. D'Andrea has served as a member of the Board of our general partner, as Chairman of the Audit Committee and as a member of the Conflicts Committee since August 2015. He has also been a member of the EHS Committee since its inception in October 2016. Mr. D’Andrea is a certified public accountant. From 1979 through his retirement in 2012, Mr. D’Andrea served in various roles with Deloitte & Touche LLP, culminating in the role of senior partner from 2011 through 2012, preceded by his role as managing partner from 2005 through 2011 of Deloitte’s Houston/New Orleans audit practice, and was involved in such capacities with several public companies, 80 Directors, Executive Officers, Corporate Governance, and Security Ownership including sponsors of master limited partnerships. Mr. D’Andrea was appointed to the Board of our general partner because the Board believes that his experience as a certified public accountant and partner with Deloitte & Touche LLP provides the Board with valuable experience in matters involving finance and accounting in general and master limited partnerships in particular. Eric D. Gadd has served as a member of the Board of our general partner since October 2013 and as Chairman of the EHS Committee since its inception in October 2016. Mr. Gadd is currently principal director at Contanda LLC, which is a private company that operates bulk liquid terminals in North America. He has also been a member of the Audit Committee and Conflicts Committee since October 2013. Mr. Gadd is the founder and president of the consulting firm Awelon LLC, which is focused on expanding business development opportunities for both public and private companies in the energy sector. He has over 40 years of diverse experience in the energy industry including exploration and production field services, mid-stream, renewable energy, commodity trading and risk management, and mergers and acquisitions. Prior to forming Awelon LLC in 2006, Mr. Gadd held various executive positions with multiple leading companies in the energy industry over a 25-year period. Mr. Gadd was appointed to the Board because of his extensive energy industry experience. Frederec Charles Green has served as a member of the Board of our general partner since April 2012. Mr. Green previously served as Delek Holdings' chief operating officer from November 2016 to April 2020 and as an executive vice president from May 2009 until his departure in November 2020. Mr. Green was the primary operational officer for Delek Holdings' refining operations from January 2005 to December 2016. He served as an executive vice president and chief operating officer of Alon USA Partners GP, LLC from July 2017 until its acquisition by Delek Holdings in February 2018, its chief executive officer from August 2017 until its acquisition by Delek Holdings in February 2018, and a member of the board of directors of Alon USA Energy, Inc. from May 2015 until its acquisition by Delek Holdings in July 2017. Mr. Green has more than 25 years of experience in the refining industry, including 14 years at Murphy Oil USA, Inc. (NYSE: MUR), where he served as a senior vice president during his last six years. Mr. Green was appointed to the Board because of his extensive energy industry experience and his in-depth knowledge of our and Delek Holdings' businesses and operations. Ron W. Haddock has served as a member of the Board of our general partner and as a member of the Environmental, Health and Safety Committee since May 2018. Mr. Haddock has served as our Lead Independent Director since February 2021. Mr. Haddock is currently Chairman and Chief Executive Officer of AEI Services LLC, an international power generation/distribution and natural gas distribution company, positions he has held since 2004 and August 2003, respectively. He also served on the board of Alon Energy USA, Inc. from December 2000 until its acquisition by Delek Holdings in July 2017 and has served on the board of Petron Corporation, an oil refining and marketing company in the Philippines since December 2008. From January 1989 to July 2000, Mr. Haddock served as chief executive officer of FINA, Inc., a Belgian oil company. Mr. Haddock also served as a Chairman and CEO of Safety-Kleen Systems, Inc., a waste management, oil recycling and refining company, from 2003 to 2012, and on the board of Trinity Industries, Inc. (NYSE: TRN), a diversified transportation, industrial and construction company, from 2007 to 2013, as well as eight other corporate boards. The Board believes that Mr. Haddock’s extensive directorship experience, past executive positions within the refining industry, financial reporting background and expertise qualify him to serve as a member of the Board. Gennifer F. Kelly has served as a member of the Board of our general partner and as a member of the Conflicts Committee and EHS Committee since July 29, 2020. She has 25 years of oil and gas industry experience in both upstream and midstream sectors. Ms. Kelly previously held the role of Chief Operating Officer and SVP of Western Midstream Partners (NYSE: WES) and Vice President of Marketing for Anadarko Petroleum Corporation. Prior to her role at Western Midstream, Ms. Kelly led Operations Transformation efforts, as well as Strategic Planning, Portfolio Management and Asset Management teams for Anadarko. She has diverse operations experience in production, drilling and completions engineering, working extensively in East Texas, West Texas and the Gulf of Mexico. Prior to joining Anadarko Petroleum, Ms. Kelly worked as an engineer for Kerr McGee Corporation and the Louisiana Office of Conservation. The Board values Ms. Kelly's years of experience in the oil and gas industry and operations experience as well as her technical background. Reuven Spiegel has served as our Chief Financial Officer since May 8, 2020, and as a member of the Board of our general partner since July 2014. Prior to becoming our Chief Financial Officer, Mr. Spiegel was also a member of the Audit Committee and Conflicts Committee since September 2014 and as a member of the EHS Committee since its inception in October 2016. Mr. Spiegel has served in the financial and real estate industry since 1983. Prior to joining the Board, Mr. Spiegel served as president, chief executive officer, and senior executive vice president of Israel Discount Bank Ltd. (TLV: DSCT) from 2001 through 2014. In 2005 and 2006, Mr. Spiegel also served as chairman of the board of Discount Mortgage Bank. The Board believes that Mr. Spiegel's financial industry experience provides the Board with valuable expertise in the Partnership's financial and accounting matters. Denise McWatters has served as the Executive Vice President, General Counsel and Corporate Secretary of our general partner and Delek Holdings since February 2021. Ms. McWatters previously served as the general counsel, chief compliance officer and corporate secretary of HollyFrontier Corporation, an independent petroleum refiner (NYSE: HFC), and of the general partner of Holly Energy Partners, L.P. (NYSE: HEP) from 2008 until August 2019. Prior to joining HollyFrontier, Ms. McWatters served as the general counsel of The Beck Group, an architecture, construction and design firm, from 2005 to 2007. Odely Sakazi has served as Senior Vice President, Delek Logistics since August 2019. He previously served as our Vice President of Business Strategy and corporate development from November 2017 until August 2019, as Senior Director of Business Strategy from 81 Directors, Executive Officers, Corporate Governance, and Security Ownership January 2017 until November 2017, as Director of Business Strategy from June 2016 until January 2016, and as Director of Corporate Operation from August 2015 until June 2016. He formerly served in the Israeli Navy as an officer in various roles between 2010 and 2014. Board Leadership Structure Mr. Yemin serves as Chair of the Board. Our general partner has no policy with respect to the unification or separation of the offices of Chair and CEO. Rather, the Board's policy is to let the Board make such a determination in the manner it deems most appropriate for the general partner and us at a given point in time. At this time, the Board believes that our general partner's Chief Executive Officer is best situated to serve as Chair of the Board because he is the director most familiar with our business and industry. He is also the Chair of the board of directors of Delek Holdings, which provides the Board and us with important interaction with, and access to, our most important customer and majority unitholder. Mr. Yemin also brings to the Board and us the perspectives of our majority unitholder and the principal executive officer and chair of the board of a publicly traded company. As such, the Board feels that combining the roles of Chair and CEO provides the Board with the individual who is most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy and facilitating the information flow between management and the Board and its committees, which are essential to effective governance of the Partnership. The Board met 21 times in the year ended December 31, 2020, with each director attending at least 75% of the aggregate of all meetings of the Board and committees on which he or she served during the year. Because the Chair of the Board is not an independent director, on February 22, 2021, the Board designated Ron W. Haddock to serve in a lead capacity (the “Lead Independent Director”) to coordinate the activities of the other independent directors and to perform such other duties and responsibilities as the Board may determine from time to time. The Lead Independent Director is appointed annually by the Board and may be removed from or replaced at any time. The Lead Independent Director will chair all meetings of the Board at which the Chair is not present, including executive sessions of the independent directors, call additional meetings of the independent directors as deemed appropriate, and perform such other functions as the Board may direct. Executive Sessions Independent directors and management have different perspectives and roles in strategy development. Our independent directors bring experience, oversight and expertise from outside the Partnership and our industry, while the other Board members bring experience and expertise specific to us and Delek Holdings. In addition, the independent directors are the sole members of our Audit and Conflicts Committees. The NYSE listing standards require our independent directors to meet at regularly scheduled executive sessions without management. Our independent directors generally conduct such executive sessions in connection with each quarterly meeting of the Audit Committee and otherwise as may be necessary. Mr. Haddock was appointed Lead Independent Director of the Board in February 2021. In this capacity, Mr. Haddock generally presides over these executive sessions. Communications with the Board of Directors of Our General Partner Unitholders or other interested parties who wish to communicate with any of our directors, any committee chairperson or the Board may do so by writing to the director, committee chairperson or the Board in care of the Secretary of the general partner of Delek Logistics Partners, LP at 7102 Commerce Way, Brentwood, Tennessee 37027. Any such communication received will be forwarded directly to the director to whom it is addressed. If the communication is addressed to the Board and no particular director is named, the communication will be forwarded, depending on the subject matter, to the appropriate committee chairperson or to all members of the Board. Committees of the Board of Directors of Our General Partner Audit Committee The Board has a standing Audit Committee. The Audit Committee consists of Messrs. D'Andrea (chairman), Brown and Gadd and Ms. Brillon. Mr. D'Andrea joined the committee in August 2015. Mr. Brown joined the committee at its inception in November 2012, Mr. Gadd joined the committee in October 2013, and Ms. Brillon joined the committee in January 2021. The Audit Committee met nine times during the year ended December 31, 2020, either in person or telephonically, with each member attending at least 75% of all meetings of the Audit Committee. The Board has determined that (i) each of Messrs. D'Andrea, Brown and Gadd and Ms. Brillon qualifies as independent and as financially literate under applicable SEC rules and regulations and the rules of the NYSE, and (ii) Mr. D'Andrea meets the definition of an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K. The purpose of the Audit Committee is to provide assistance to the Board in the oversight of (a) the quality and integrity of our financial statements; (b) the disclosure and financial reporting process, including our financial statements; (c) our internal controls and procedures for financial reporting; (d) the performance of our internal audit function and the independent registered public accounting firm employed by us for the purpose of preparing and issuing an audit report or related work; (e) the qualifications and independence of our independent registered public accounting firm; and (f) our compliance with policies under our Code of Business Conduct & Ethics and legal and regulatory requirements. These responsibilities are set forth in the Audit Committee’s charter, which is available on our corporate website at www.DelekLogistics.com. 82 Directors, Executive Officers, Corporate Governance, and Security Ownership Conflicts Committee The Conflicts Committee consists of Messrs. Brown (chairman), D'Andrea and Gadd and Ms. Kelly. The Board has determined that each of Messrs. Brown, D'Andrea and Gadd and Ms. Kelly qualifies as independent under applicable SEC rules and regulations and the rules of the NYSE. Mr. Brown joined the committee at its inception in November 2012. Messrs. Gadd and D'Andrea joined the committee in October 2013 and August 2015, respectively. Ms. Kelly joined the committee on July 29, 2020. The Conflicts Committee met 19 times during the year ended December 31, 2020, either in person or telephonically, with each member attending at least 75% of all meetings of the Conflicts Committee. Our Partnership Agreement does not require that the Board seek approval from the Conflicts Committee to determine the resolution of any conflict of interest between us and Delek Holdings or any other person. However, pursuant to the Partnership Agreement and our Related Party Transactions Policy adopted by the Board, the Board or management of our general partner may submit certain related party transactions for review and approval or ratification by the Board or an authorized committee thereof. It is generally expected that the Conflicts Committee will be best suited to review such related party transactions. In certain instances, the Related Party Transactions Policy effectively requires that certain related party transactions be submitted to the Conflicts Committee for review. The members of the Conflicts Committee may not be officers or employees of our general partner or directors, officers or employees of its affiliates, may not hold an ownership interest in the general partner or its affiliates other than common units or awards under any long-term incentive plan, equity compensation plan or similar plan implemented by the general partner or the Partnership and must meet the independence and experience standards established by the NYSE and the SEC to serve on an audit committee of a board of directors. Any unitholder challenging any matter approved by the Conflicts Committee in accordance with the terms of our Partnership Agreement will have the burden of proving that the members of the Conflicts Committee did not act in good faith in accordance with the terms of our Partnership Agreement. For further discussion of the Conflicts Committee and the Related Party Transactions Policy, see Item 13. "Certain Relationships and Related Transactions and Director Independence—Certain Relationships and Related Transactions—Procedures for Review, Approval or Ratification of Transactions with Related Parties." Environmental, Health and Safety Committee The EHS Committee consists of Messrs. Gadd (chairman), D'Andrea, Brown and Haddock and Ms. Kelly. Messrs. Gadd, Brown and D'Andrea joined the committee at its inception in October 2016, Mr. Haddock joined the committee in May 2018, and Ms. Kelly joined the committee in July 2020. The EHS Committee met four times in 2020, either in person or telephonically, with each member attending at least 75% of all meetings of the EHS Committee. The purpose of the EHS Committee is to assist the Board in fulfilling certain of the Board’s oversight responsibilities by, among other things, overseeing management’s establishment and administration of the Company’s environmental, health and safety policies, programs, procedures and initiatives. These responsibilities are set forth in the EHS Committee's charter, which is available on our corporate website at www.DelekLogistics.com. Director Nominations and Corporate Governance As a limited partnership, we rely on an exemption from the provisions of the NYSE Listed Company Manual, which would otherwise require us to have a nominating and corporate governance committee. Our general partner is a limited liability company and its directors are not elected by our unitholders, but by its members in their sole discretion. Accordingly, the Board believes it is unnecessary to have a nominating and corporate governance committee or a committee performing the functions of such a committee. Candidates to serve on the Board are reviewed and selected in accordance with our general partner's Governance Guidelines, which are available on our corporate website at www.DelekLogistics.com. Compensation Decisions Our general partner does not have a compensation committee. Our general partner has decided that a compensation committee is not necessary at this time, primarily because neither our general partner nor the Partnership regularly provides compensation to the general partner's executive officers. However, our Board believes it is important to promote the interests of the Partnership by providing to employees of the Partnership's affiliates and others who perform services for us or on our behalf, incentive compensation awards for their service. Accordingly, the general partner adopted the Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (the "LTIP"). Due to the fact that several of the members of the Board perform services on our behalf in their roles as executive officers of Delek Holdings, the LTIP is administered by the Conflicts Committee with respect to those awards. The disinterested members of the full Board may also grant awards and the Conflicts Committee may delegate, and has delegated in the past, to an executive officer of the general partner the authority to issue awards to non-Section 16 officers of the general partner. A compensation consultant was not used in the formulation of our executive compensation framework, objectives and philosophy. For a further discussion on the compensation practices of the general partner, see Item 11. Executive Compensation. 83 Directors, Executive Officers, Corporate Governance, and Security Ownership Governance Guidelines, Code of Business Conduct & Ethics and Committee Charters The Governance Guidelines of the Board of Directors of our general partner, the charter of the Audit Committee of our general partner and our Amended and Restated 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.DelekLogistics.com under the "About Us - Corporate Governance" caption. A copy of any of these documents will be mailed upon a request made to Investor Relations, Delek Logistics Partners, LP, or ir@deleklogistics.com. 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.DelekLogistics.com, under the “Investor Relations” caption, promptly following the date of any such amendment or waiver. ITEM 11. EXECUTIVE COMPENSATION All of our general partner's executive officers are employees of Delek Holdings. Neither we nor our general partner directly employ any of the executive officers responsible for managing our business. Compensation Discussion and Analysis This Compensation Discussion and Analysis (“CD&A”) discusses the principles underlying our general partner's compensation programs and the key executive compensation decisions that were made for 2020. It also explains the most important factors relevant to such decisions. This CD&A provides context and background for the compensation earned and awarded to the individuals named in the Summary Compensation Table below. Messrs. Yemin, Spiegel and Ginzburg are referred to collectively herein as our "named executive officers" or "NEOs". Overview - Compensation Decisions and Allocation of Compensation Expenses Our general partner does not have a compensation committee. Our general partner has determined that a compensation committee is not necessary at this time, primarily because our general partner's executive officers do not regularly receive material compensation from our general partner or the Partnership. However, our Board believes it is important to promote the interests of the Partnership and the general partner by providing incentive compensation to employees of the Partnership's affiliates and others who perform services for us or on our behalf. Accordingly, pursuant to our Partnership Agreement, the general partner is allowed to and has adopted the LTIP. Due to the fact that several of the members of the Board perform services on our behalf in their roles as executive officers of Delek Holdings, the awards to these individuals under the LTIP a are administered by the Conflicts Committee. The disinterested members of the Board may also grant awards and the Conflicts Committee may delegate, and has delegated in the past, to an executive officer of the general partner the authority to issue awards to non-Section 16 officers of the general partner. Under the terms of the Omnibus Agreement, we pay an annual administrative fee of $4.7 million per year to Delek Holdings for the provision of general and administrative services. The general and administrative services covered by the annual administrative fee include, without limitation, executive management services of Delek Holdings employees who devote less than 50% of their time to our business, financial and administrative services, information technology services, legal services, health, safety and environmental services, human resources services and insurance administration. No service covered by the administrative fee is assigned any particular value individually. Additionally, the Omnibus Agreement requires us to reimburse Delek Holdings directly for a proportionate amount of the salary and employee benefits costs of Delek Holdings employees who devote more than 50% of their time to our business and affairs. None of our NEOs devoted more than 50% of their total business time to our business and affairs in 2020. Although our NEOs provide services to both Delek Holdings and us, no portion of the administrative fee is specifically allocated to services provided by our NEOs to us. Instead, the administrative fee covers all centralized services provided to us by Delek Holdings, and we have not reimbursed Delek Holdings for the cost of such services. Except for awards under the LTIP, Delek Holdings has the ultimate decision-making authority with respect to the compensation of our NEOs. Compensation Objectives and Philosophy Because neither we nor our general partner directly employ any of our NEOs, and because our NEOs are compensated by Delek Holdings to manage our business and affairs, we did not provide traditional fixed or discretionary compensation (e.g. salary or bonus) to our NEOs in 2020. However, we believe that our NEOs should have an ongoing stake in our success, that their interests should be aligned with those of our unitholders and that the best interests of our unitholders will be most effectively advanced by enabling our NEOs, who are responsible for our management, growth and success, to receive compensation in the form of long-term incentive awards. Accordingly, our executive compensation program consists of a single element: long-term incentives in the form of awards under the LTIP, which was adopted in connection with our initial public offering and is administered by the Conflicts Committee. The Conflicts Committee’s decisions with respect to the amount of awards made under the LTIP to our NEOs are governed by the following objectives: • to motivate and retain our general partner's key executives; 84 Directors, Executive Officers, Corporate Governance, and Security Ownership • to align the long-term economic interests of our general partner's executives with those of our unitholders; and • to reward excellence and performance by our general partner's executives that increases the value of our units. Awards may be made under the LTIP to officers, directors and employees of Delek Holdings, our general partner or its affiliates, as well as any consultants or other individuals who perform services for us. Phantom units have been the sole form of award under the LTIP to date, and these awards are accompanied by distribution equivalent rights that provide for a lump sum amount paid in cash on the vesting date that is equal to the accrued distributions from the grant date of the phantom units through the vesting date. No phantom units were granted to our executive officers in 2020. Pursuant to the terms of the LTIP, upon the occurrence of an Exchange Transaction (as defined in the LTIP, and generally including a merger, consolidation, acquisition, reorganization or similar extraordinary transaction), the Board may, in its discretion, accelerate the vesting of the phantom units, adjust the terms of any outstanding phantom units, or, in the event of an Exchange Transaction in which our unitholders receive equity of another entity, provide for the conversion of the phantom units into comparable awards for such entity's equity. By providing the potential for immediate value to our NEOs in connection with an Exchange Transaction, this provision aligns our NEOs' interests with those of our unitholders and incentivizes our NEOs to work to maximize the value of our units in the event such a transaction was to occur. For additional detail regarding the amount of compensation our NEOs may be entitled to in the event of their termination or a change-in-control, see “—Potential Payments Upon Termination or Change-In-Control.” Compensation Consultants Our general partner does not have a compensation committee, and its Board did not retain a compensation consultant with respect to compensation paid to our NEOs or to its non-employee directors in 2020. Perquisites Our general partner does not provide any fringe benefits or perquisites to our NEOs. Unit Ownership Requirements Our general partner does not have express unit ownership requirements. Prohibition Against Speculative Transactions Our general partner's Code of Business Conduct & Ethics, which applies to all executive officers and directors of our general partner, prohibits speculative transactions in our units such as short sales, puts, calls or other similar options to buy or sell our units in an effort to hedge certain economic risks or otherwise. Guidelines for Trades by Insiders We maintain policies that govern trading in our units by officers and directors required to report under Section 16 of the Exchange Act, as well as certain other employees who may have regular access to material non-public information about us. These policies include pre-approval requirements for all trades and periodic trading “black-out” periods designed with reference to our quarterly financial reporting schedule. We also require pre-approval of all trading plans adopted pursuant to Rule 10b5-1 promulgated under the Exchange Act. To mitigate the potential for abuse, no trades are allowed under a trading plan within 30 days after adoption. In addition, we discourage termination or amendment of trading plans by prohibiting trades under new or amended plans within 90 days following a plan termination or amendment. Compensation Committee Report The members of the Conflicts Committee have reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Conflicts Committee recommended to the Board of our general partner that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K. The members of the Conflicts Committee have submitted this Compensation Committee Report to the Board of Directors as of March 1, 2021: • Charles J. Brown, III (Chairman) • Francis C. D'Andrea • Eric D. Gadd • Gennifer F. Kelly 85 Directors, Executive Officers, Corporate Governance, and Security Ownership 2020 Summary Compensation Table The Summary Compensation Table below summarizes the compensation for the fiscal year ended December 31, 2020 (and the two prior fiscal years) for our general partner's principal executive officer (Mr. Yemin), current principal financial officer (Mr. Spiegel) and former principal financial officer (Mr. Ginzburg). Name and Principal Position (1) Fiscal Year Salary ($) Bonus ($) Unit Awards ($) Option Awards ($) Other Compensation ($) Total ($) Ezra Uzi Yemin, Chief Executive Officer 2020 — — — — — — 2019 — — — — — — 2018 — — — — — — Reuven Spiegel, Chief Financial Officer 2020 — — — — — — 2019 — — — — — — 2018 — — — — — — Assaf Ginzburg, Former Chief Financial Officer 2020 — — — — — — 2019 — — — — — — 2018 — — — — — — (1) Because none of our executive officers received total compensation from us or our general partner in excess of $100,000 in 2020, information is presented only for Messrs. Yemin, Spiegel and Ginzburg. Grants of Plan Based Awards in 2020 In 2020, our NEOs were not granted plan-based equity awards. Outstanding Equity Awards at December 31, 2020 The following table provides information regarding the number of outstanding equity awards held by our NEOs at December 31, 2020. Option Awards Unit Awards Name Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Option Exercise Price Option Expiration Date Number of Units That Have Not Vested Market Value of Units That Have Not Vested Ezra Uzi Yemin Chief Executive Officer — — n/a n/a — $— Reuven Spiegel Chief Financial Officer — — n/a n/a — $— Assaf Ginzburg Former Chief Financial Officer — — n/a n/a — $— Option Exercises and Stock Vested in 2020 The following table provides information about the vesting of phantom units for our NEOs during fiscal year 2020. Option Awards Stock Awards Name Number of Shares Acquired on Exercise Value Realized on Exercise Number of Shares Acquired on Vesting Value Realized on Vesting Ezra Uzi Yemin, Chief Executive Officer — n/a — $— Reuven Spiegel, Chief Financial Officer — n/a — $— Assaf Ginzburg, Former Chief Financial Officer — n/a — $— 86 Potential Payments Upon Termination or Change-In-Control The following table discloses the estimated payments and benefits that would be provided by us to each of our NEOs, assuming that each of the triggering events relating to termination of employment or change in control described in their respective employment agreements with Delek Holdings and the LTIP took place on December 31, 2020 and their last day of employment with our general partner or its affiliates was December 31, 2020. Due to a number of factors that affect the nature and amount of any benefits provided upon the events discussed below, actual amounts paid or distributed may differ. Factors that could affect these amounts include the timing during the year of such event and our stock price. Name Termination of Employment Change-In-Control Ezra Uzi Yemin, Chief Executive Officer — $— Reuven Spiegel, Chief Financial Officer — $— Assaf Ginzburg, Former Chief Financial Officer — $— 2012 Long-Term Incentive Plan Under the terms of the LTIP and the applicable awards, phantom units that have not vested at the time the participant’s employment with our general partner or its affiliates terminates will generally be immediately forfeited, unless the Board determines otherwise. In the event of an Exchange Transaction, defined generally under the LTIP to include a merger, consolidation, acquisition or disposition of stock, separation, reorganization, liquidation or other similar event or transaction designated by the Board in which our unitholders receive cash, stock or other property in exchange for or in connection with their units, our NEOs may be entitled, at the discretion of the Board, to the accelerated vesting of phantom units awarded under the LTIP. The LTIP and applicable awards provide that the Board may, in its discretion, (i) accelerate the vesting of the phantom units, (ii) make other adjustments to the terms of the phantom units, or (iii) in the event the Exchange Transaction involves the receipt of equity of another entity in exchange for units, convert the phantom units into comparable awards relating to such entity's equity. Compensation of Directors in 2020 Officers and employees of Delek Holdings or its subsidiaries do not receive additional compensation for service on the Board or its committees. The compensation framework for the Board's other directors during 2020 (Messrs. Brown, D'Andrea, Gadd and Haddock and Ms. Kelly) (the "Compensated Directors") was determined by the Board. Ms. Brillon was appointed to the Board in January 2021 and therefore was not compensated in 2020. In setting compensation for the Compensated Directors, the Board considers various factors and objectives, including aligning the interests of Compensated Directors with the interests of unitholders and attracting and retaining qualified directors to serve on the Board. From time to time, the Board also engages an independent compensation consultant to provide an analysis of compensation paid to directors of entities considered by the Board to be peers of the Partnership at the time. For 2020, the Board did not engage a compensation consultant to evaluate Compensated Director compensation, and instead considered the other factors outlined above. The Board determined to maintain the same levels of compensation for the Compensated Directors in 2020 as the compensation paid in 2018. This compensation includes a cash retainer for service on the Board and its Committees (and a lead director fee), payable quarterly, and an annual equity award of phantom units under the LTIP that vests semi-annually over a one-year period, as set forth below: Board of Directors Retainer (Per Year) $72,000 Lead Director Fee (Per Year) $12,000 Target Value for Equity Awards (Per Year) $100,000 Committee Retainers (Per Year): Chairman Others Audit Committee $12,000 $5,600 Conflicts Committee $5,000 $2,500 EHS Committee $8,000 $4,400 In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings of the Board and committee meetings. Each director is fully indemnified by us for actions associated with being a director to the fullest extent permitted under Delaware law pursuant to our Partnership Agreement. 87 Directors, Executive Officers, Corporate Governance, and Security Ownership The following table sets forth a summary of the compensation we paid to the Compensated Directors for service during 2020. Director Compensation Name (1) Fees Earned or Paid in Cash ($) (2) Stock Awards ($) (3) Option Awards ($) All Other Compensation ($) Total ($) Charles J. Brown, III 87,000 99,973 — — 186,973 Francis C. D'Andrea 90,900 99,973 — — 190,873 Eric D. Gadd 88,100 99,973 — — 188,073 Ron W. Haddock 76,400 99,973 — — 176,373 Gennifer Kelly 33,994 87,656 (4) — — 121,650 Reuven Spiegel 27,306 99,973 — — 127,279 (1) Because they are officers and employees of Delek Holdings or its subsidiaries, Messrs. Yemin and Spiegel do not receive any compensation for their service as directors. The director fees reported above for Mr. Spiegel were paid prior to becoming an employee of Delek Holdings in April 2020. Mr. Green resigned on November 11, 2020 and is no longer an officer and employee of Delek Holdings. He did not receive any compensation for his services as director in 2020. Ms. Brillon was not appointed to the Board until 2021. (2) This column reports the amount of cash compensation earned in 2020 for Board and committee service and the Lead Director Fee. (3) Amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for financial statement reporting purposes. Assumptions used in the calculation of this amount for the 2020 fiscal year are included in Note 13 to our audited financial statements for the 2020 fiscal year included in this Annual Report on Form 10-K. The grant date fair value of $27.36 per unit is equal to the NYSE closing price of our common units as of June 10, 2020. Each of Messrs. Brown, D'Andrea, Gadd, Haddock and Spiegel held 1,827 outstanding phantom units at December 31, 2020. (4) The grant date fair value of $31.15 per unit is equal to the NYSE closing price of our common units as of December 10, 2020. Ms. Kelly held 1,407 outstanding phantom units at December 31, 2020. Compensation Committee Interlocks and Insider Participation Messrs. Brown, D'Andrea, Gadd and Haddock and Ms. Kelly served on the Conflicts Committee during 2020 and Mr. Yemin and the Board assisted the committee with respect to compensation matters. Mr. Spiegel resigned from the Conflicts Committee upon becoming Chief Financial Officer in May 2020, and Ms. Kelly was appointed to the Conflicts Committee in July 2020. There are no interlocking relationships requiring disclosure pursuant to Item 407(e)(4)(iii) of Regulation S-K. CEO Pay Ratio As discussed above, as a master limited partnership, we have no employees. Rather, all of the employees that conduct our business are employed by our general partner and its non-Partnership affiliates. Moreover, as disclosed above, we did not pay any compensation amounts to our chief executive officer in 2020. As a result, we are unable to provide an estimate of the relationship of the median of the annual total compensation of employees that conduct our business and the annual total compensation of our chief executive officer. We expect the CEO pay ratio disclosure with respect to employees of Delek Holdings, including our NEOs, to be set forth in Delek Holdings’ annual proxy statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of February 19, 2021 (the "Measurement Date"), (i) the beneficial ownership of our units representing limited partnership interests and Common Stock of Delek Holdings by all directors and director nominees of our general partner, our NEOs and all of our executive officers as a group and (ii) the beneficial ownership of our units representing limited partnership interests by each person known by us to own more than five percent of such units or more than five percent of any class of our units. The amounts and percentage of units beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. Except as indicated by footnote, the persons named in the table below have sole voting and investment power with respect to all units shown as beneficially owned by them, subject to community property laws where applicable. Unless otherwise indicated below, each person or entity has an address in care of our principal executive offices at 7102 Commerce Way, Brentwood, Tennessee 37027. 88 Directors, Executive Officers, Corporate Governance, and Security Ownership Name of Beneficial Owner (1) Amount, Nature and Percentage of Beneficial Ownership of Common Units (2) Amount and Nature of Beneficial Ownership of Common Stock (2) Delek Logistics Partners, LP Delek US Holdings, Inc. (#) (%) (#) (3) (%) Beneficial Owners of More Than 5% of Units: Delek US Holdings, Inc. (4) 34,745,868 80.0 n/a n/a Directors, Director Nominees and NEOs: Ezra Uzi Yemin (5) 267,522 * 796,314 1.1 Sherri A. Brillon — n/a — n/a Charles J. Brown, III 18,792 * — n/a Francis C. D'Andrea 10,678 * — n/a Eric D. Gadd 19,617 * — n/a Frederec Charles Green (6) 68,552 * 152,918 * Ron W. Haddock 10,392 * 17,517 * Gennifer F. Kelly 1,407 * — n/a Reuven Spiegel 11,191 * — n/a Denise McWatters — n/a — n/a Odely Sakazi 330 * 456 * Assaf Ginzburg (7) 16,510 * 56,421 * All directors, all director nominees, all NEOs and all executive officers as a group (11 persons) 408,481 0.9 967,205 1.3 * Less than 1% of our issued and outstanding common units of Delek Logistics Partners, LP or issued and outstanding shares of Delek US Holdings, Inc. Common Stock, as applicable. (1) Unless otherwise indicated, the address for all beneficial owners is 7102 Commerce Way, Brentwood, Tennessee 37027. (2) For purposes of this table, a person is deemed to have “beneficial ownership” of any securities when such person has the right to acquire them within 60 days after the Measurement Date. The percentage of our units beneficially owned is based on a total of 43,443,336 common units representing limited partner interests issued and outstanding on the Measurement Date. The percentage ownership of Delek US Holdings, Inc. Common Stock is based on a total of 73,781,666 shares issued and outstanding on the Measurement Date (excluding securities held by or for the account of the registrant or its subsidiaries). For purposes of computing the percentage of outstanding securities held by each person named above, any securities which such person has the right to acquire within 60 days after the Measurement Date are deemed to be outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. (3) For non-qualified stock options (“NQSOs”) and restricted stock units (“RSUs”) under the Delek US Holdings, Inc. 2006 Long-Term Incentive Plan, or 2016 Long-Term Incentive Plan, we report shares equal to the number of NQSOs or RSUs that are vested or that will vest within 60 days of the Measurement Date. For stock appreciation rights (“SARs”) under the Delek US Holdings, Inc. 2006 Long-Term Incentive Plan, or 2016 Long-Term Incentive Plan, we report the shares that would be delivered upon exercise of SARs that are vested or that will vest within 60 days of the Measurement Date (which is calculated by multiplying the number of SARs by the difference between the $24.00 fair market value of Delek US Holdings, Inc. Common Stock on the Measurement Date and the exercise price divided by $24.00). (4) Subsidiaries of Delek US Holdings, Inc. hold the common limited partner units. Delek US Energy, Inc. and Delek Logistics Services Company directly hold 20,745,868 and 14,000,000 common limited partner units, respectively. Delek US Holdings, Inc. is the ultimate parent of each of these entities and may, therefore, be deemed to beneficially own the units held by each such entity. Delek US Holdings, Inc. files information with, or furnishes information to, the SEC pursuant to the information requirements of the Exchange Act, as amended. (5) 155,170 of our units and 663,645 shares of Delek US Holdings, Inc. Common Stock are held of record by Yemin Investments, L.P., a limited partnership of which Mr. Yemin is the sole general partner. Delek US Holdings, Inc. Common Stock includes 20,702 RSUs that will vest within 60 days of the Measurement Date and 622,795 performance-vesting RSUs for completed performance periods that will vest within 60 days of the Measurement Date. Additionally, of the Delek Logistics Partners, LP units owned by Mr. Yemin, 97,000 are pledged as security for a full recourse loan. (6) Additionally, of the Delek US Holdings, Inc. Common Stock owned by Mr. Green, 29,500 are pledged as security for a full recourse loan. (7) Beneficial ownership for Mr. Ginzburg, our former chief financial officer, is based on his most recent Form 4 filing with the SEC. 89 Directors, Executive Officers, Corporate Governance, and Security Ownership EQUITY COMPENSATION PLAN INFORMATION The following table provides certain information as of December 31, 2020 regarding our general partner's equity compensation plans. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders 603,589 N/A 66,226 Equity compensation plans not approved by security holders — N/A — TOTAL 603,589 N/A 66,226 (a) The amounts in column (a) of this table reflect only phantom units that have been granted under the LTIP. No Awards (as defined under the LTIP) have been made other than the phantom units, each of which represent rights to receive (upon vesting and payout) one common unit in the Partnership or an amount of cash equal to the fair market value of such unit. These phantom units vest over one- to five-year service periods from the date of grant. (b) Column (b) of this table is not applicable because phantom units do not have an exercise price. (c) The LTIP was adopted by our general partner in connection with the closing of the initial public offering and provides for the making of certain awards, including common units, restricted units, phantom units, unit appreciation rights and distribution equivalent rights. For information about the LTIP, which did not require approval by our limited partners, refer to Item 11 of this Annual Report on Form 10-K. 90 Directors, Executive Officers, Corporate Governance, and Security Ownership ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE Certain Relationships and Related Transactions As of February 19, 2021, Delek Holdings and its affiliates owned 34,745,868 of our common limited partner units, which represents a 80.0% ownership interest in the Partnership. Certain transactions with Delek Holdings and its affiliated entities are considered to be related party transactions under Item 404 of Regulation S-K because Delek Holdings and its affiliates own more than five percent of our equity interests. In addition, Messrs. Yemin, Spiegel and Serff, and Ms. McWatters serve as executive officers of both Delek Holdings and our general partner. Distributions and Payments to Delek Holdings Pursuant to our Partnership Agreement, we are required to make quarterly cash distributions of 100% of our "available cash" to limited partners, including Delek Holdings. During 2020, we made cash distributions totaling $136.8 million to our unitholders, of which $105.3 million was paid to Delek Holdings and our general partner. Acquisitions Effective May 1, 2020, the Partnership, through its wholly-owned subsidiary DKL Transportation, LLC, acquired Delek Trucking, LLC consisting of certain leased and owned tractors and trailers and related assets from Delek Holdings. The total consideration is subject to certain post-closing adjustments and was approximately $48.0 million in cash. We financed this acquisition with a combination of cash on hand and borrowings under the DKL Credit Facility (as defined in Note 7). This transaction is described in greater detail in Note 3 to our consolidated financial statements included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. Effective March 31, 2020, the Partnership, through its wholly-owned subsidiary DKL Permian Gathering, LLC, acquired the Big Spring Gathering Assets from Delek Holdings, located in Howard, Borden and Martin Counties, Texas. The total consideration was subject to certain post-closing adjustments and was comprised of $100.0 million in cash and 5.0 million of our common limited partner units. We financed the cash component of this acquisition with borrowings from the DKL Credit Facility. This transaction is described in greater detail in Note 3 to our consolidated financial statements included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. Commercial Agreements, Omnibus Agreement and Operations and Management Services Agreement The Partnership has a number of long-term, fee-based commercial agreements with Delek Holdings under which we 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 Delek Holdings. In return, Delek Holdings commits to minimum monthly throughput volumes of crude oil, intermediate and refined products. See Note 4 to the consolidated financial statements in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K for a discussion of and the amounts paid under our material commercial agreements and other non-contractual arrangements with Delek Holdings during 2020. For a discussion of a third party's involvement in certain of our agreements, see Items 1 and 2. "Business and Properties—Commercial Agreements—Delek Holdings' Crude Oil and Refined Products Supply and Offtake Arrangement." Omnibus Agreement The Omnibus Agreement (as defined in Note 4 to our consolidated financial statements) governs a number of important aspects of the Partnership’s business relationship with Delek Holdings. For a more extensive summary of this agreement and its amendment history, see Items 1 and 2. “Business and Properties—Commercial Agreements—Other Agreements with Delek Holdings.” The Omnibus Agreement addresses, among other things, the following matters: • an agreement whereby Delek Holdings will not compete with us under certain circumstances; • our right of first offer to acquire certain of Delek Holdings' logistics assets, including certain terminals, storage facilities and other related assets located at the Tyler and El Dorado Refineries and, under specified circumstances, logistics and marketing assets that Delek may acquire or construct in the future; • Delek Holdings' right of first refusal to purchase our assets that serve its refineries; • our obligation to pay an annual fee to Delek Holdings for Delek Holdings' provision of centralized corporate services, including executive management services of Delek Holdings employees who devote less than 50% of their time to our business, financial and administrative services, information technology services, legal services, health, safety and environmental services, human resource services, and insurance administration; • Delek Holdings' reimbursement to us for certain operating expenses and certain maintenance capital expenditures and Delek Holdings' indemnification of us for certain matters, including environmental, title and tax matters; • reimbursement to us for certain designated periods of time related to the date of acquisition of the relevant asset for any operating expenses in excess of certain thresholds per year that we incur for inspections, maintenance and repairs to any of the storage tanks 91 Directors, Executive Officers, Corporate Governance, and Security Ownership contributed to us by Delek Holdings that are necessary to comply with the DOT pipeline integrity rules and certain API storage tank standards; and • reimbursement to us for certain designated periods of time related to the date of acquisition of the relevant asset for all non-discretionary maintenance capital expenditures, other than those required to comply with applicable environmental laws and regulations, in excess of certain thresholds per year that we make with respect to the assets contributed to us by Delek Holdings for which we have not been reimbursed as described above. See Note 4 and Note 17 to the consolidated financial statements in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K, for a discussion of and the amounts paid under the Omnibus Agreement during 2020. Other Related Party Transactions In addition to the agreements described above, we purchased refined product from Delek Holdings, totaling $197.8 million during the year ended December 31, 2020. We sold RINs in the amount of approximately $3.4 million to Delek Holdings during the year ended December 31, 2020. The Partnership has an $850.0 million senior secured revolving credit agreement with Fifth Third Bank, as administrative agent, and a syndicate of lenders (the "DKL Credit Facility"). The obligations under the DKL Credit Facility remain secured by first priority liens on substantially all of the Partnership's and its U.S. subsidiaries' tangible and intangible assets. Additionally, Delek Marketing, a subsidiary of Delek Holdings, had provided a limited guaranty of the Partnership's obligations under the DKL Credit Facility. Delek Marketing's guaranty was (i) limited to an amount equal to the principal amount, plus unpaid and accrued interest, of a promissory note made by Delek Holdings in favor of Delek Marketing (the "Holdings Note") and (ii) secured by Delek Marketing's pledge of the Holdings Note to the lenders under the DKL Credit Facility. Effective March 30, 2020, Delek Marketing's limited guaranty and pledge of the Holdings Note was terminated pursuant to a guaranty and pledge release approved by the required lenders under the DKL Credit Facility. The Partnership currently manages a long-term capital project on behalf of Delek Holdings pursuant to a construction management and operating services agreement (the "DPG Management Agreement") for the construction of a 250-mile gathering system in the Permian Basin (the "Delek Permian Gathering Project"). The majority of the gathering system has been constructed, however additional costs pertaining to a pipeline connection that was not contributed to the Partnership continue to be incurred and are still subject to the terms of the DPG Management Agreement. The Partnership is also considered the operator for the project and is responsible for oversight of the project design, procurement and construction of project segments and provides other related services. See Note 4 to the consolidated financial statements in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K, for a discussion of and the amounts paid under the DPG Management Agreement during 2020. Procedures for Review, Approval or Ratification of Transactions with Related Party Our Board has adopted a formal written related party transactions policy to establish procedures for the notification, review, approval, ratification and disclosure of related party transactions. The Board reviews this policy annually. For the purposes of this policy, a related party is defined as follows: I. any director or executive officer of our general partner; II. any unitholder owning in excess of 5% of our common units or an affiliate of our general partner; III. any immediate family member of an individual of any such person; IV. any entity in which we have an investment that is accounted for under the equity method of accounting; and V. any entity that is owned or controlled by someone listed in I - IV above or any entity in which someone listed in I - IV above has a substantial ownership interest or control of such entity. Other transactions that are undertaken pursuant to existing agreements and the ongoing performance of which meet criteria prior to filing or approval requirements, a related party transaction under the policy is generally expected to be a transaction in which we are a participant with a related party and which requires disclosure under Item 404 of Regulation S-K. Transactions that are otherwise resolved under Section 7.9 of the Partnership Agreement are not required to be reviewed or approved under the policy. Subject to certain exceptions, the policy requires that related party transactions, as defined by the policy, be approved by the Board or an authorized committee of the Board, subject to the guidelines of the policy. Pursuant to the policy, the Conflicts Committee of the Board is generally considered the best suited to review related party transactions and has been authorized by the Board to do so. If a related party transaction, that would otherwise require approval under the policy, is not approved prior to entry into such transaction, management may enter into such transaction, subject to ratification by the Board or an authorized committee of the Board. The policy further sets forth certain categories of transactions between the Partnership and its subsidiaries on one hand and Delek Holdings and its subsidiaries on the other hand that are deemed to be approved by the Board and are therefore able to be effected by management of the general partner under the relevant general authorization policies and procedures and after taking into account all relevant facts and circumstances. Additionally, the policy effectively requires that all related party transactions that: 92 Directors, Executive Officers, Corporate Governance, and Security Ownership I. involve the purchase and sale of products or services that are effected at either (x) cost (including, when relevant, a nominal fee for services) or (y) the then-prevailing market prices that we would pay or charge to third parties ("Market Based Transactions") undertaken outside the ordinary course of business and involve an aggregate amount of more than $2.5 million annually; or II. are not Market Based Transactions and are undertaken outside the ordinary course of business; or III. are not Market Based Transactions and are undertaken within the ordinary course of business and involve an aggregate amount of more than $2.5 million annually be approved by the Board of Directors or an authorized committee thereof. Pursuant to the policy, the Conflicts Committee is generally the best suited to review these transactions and it is expected they will be the committee that does so. The Board has also adopted a written code of business conduct and ethics, under which a director or officer of the general partner or of any of our subsidiaries would be expected to bring to the attention of the Audit Committee or the Board or the general partner's General Counsel, any conflict or potential conflict of interest that may arise between such party, on the one hand, and us, on the other hand. 93 Principal Accountant Fees and Services ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit fees Audit fees of $734,920 and $748,672 paid for the services of Ernst & Young LLP during fiscal years 2020 and 2019, respectively, include services related to the audits of our consolidated financial statements and internal controls over financial reporting, reviews of our quarterly condensed consolidated financial statements and audit services provided in connection with acquisitions, investments and regulatory filings. Fees and expenses are for services in connection with the audit of our fiscal years ended 2020 and 2019, regardless of when the fees and expenses were paid. Audit-related fees No audit-related fees were paid for the services of Ernst & Young LLP during fiscal years 2020 and 2019. Tax Fees and All Other Fees No tax fees or other fees were paid for the services of Ernst & Young LLP during fiscal years 2020 and 2019. All of the fees described above were approved in accordance with the Audit Committee pre-approval policy described below. Pre-Approval Policies and Procedures In general, all engagements performed by our independent registered public accounting firm, whether for auditing or non-auditing services, must be pre-approved by the Audit Committee. The Audit Committee has adopted a pre-approval policy that provides guidelines for the audit, audit-related, tax and other non-audit services that may be provided by the independent registered public accounting firm to the Partnership. The policy (a) identifies the guiding principles that must be considered by the Audit Committee in approving services to ensure that the independent registered public accounting firm’s independence is not impaired; (b) describes the audit, audit-related, tax and other services that may be provided and the non-audit services that are prohibited; and (c) sets forth pre-approval requirements for all permitted services. During the years ended 2020 and 2019, all of the services performed for us by Ernst & Young LLP were pre-approved by the Audit Committee. 94 Exhibits and Financial Statement Schedules PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Certain Documents Filed as Part of this Annual Report on Form 10-K: 1. Financial Statements. The accompanying Index to Financial Statements and Schedule on page F-1 of this Annual Report on Form 10-K is provided in response to this item. 2. List of Financial Statement Schedules. All schedules are omitted because the required information is either not present, not present in material amounts or included within the Consolidated Financial Statements. 3. Exhibits - See below. F-1 EXHIBITS Exhibit No. Description 2.1 Contribution and Subscription Agreement, dated as of May 24, 2019, by and among Plains Pipeline, L.P., DKL Pipeline, LLC, and Red River Pipeline Company, LLC (incorporated by reference to Exhibit 2.1 to the Partnership's Current Report on Form 8-K filed on May 28, 2019). 2.2 Contribution, Conveyance, and Assumption Agreement, dated as of March 31, 2020, between several Delek subsidiaries (incorporated by reference to Exhibit 2.1 of the Partnership's Form 8-K filed April 6, 2020). 2.3 Throughput and Deficiency Agreement, dated 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 Partnership's Form 8-K filed on April 6, 2020). 2.4 Exchange Agreement, dated August 13, 2020, between Delek Logistics and Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.2 of the Partnership's Form 8-K filed on August 14, 2020). 3.1 Certificate of Limited Partnership of Delek Logistics Partners, LP (incorporated by reference to Exhibit 3.1 to the Partnership's Form S-1 (File No. 333-182631) filed on July 12, 2012). 3.2 Second Amended and Restated Agreement of Limited Partnership of Delek Logistics Partners, LP, dated August 13, 2020 (incorporated by reference to Exhibit 3.1 of the Partnership's Form 8-K filed on August 14, 2020). 3.3 Certificate of Formation of Delek Logistics GP, LLC (incorporated by reference to Exhibit 3.3 to the Partnership's Registration Statement on Form S-1 (File No. 333-182631) filed on July 12, 2012). 3.4 Fourth Amended and Restated Limited Liability Company Agreement of Delek Logistics GP, LLC, dated August 1 3 , 20 2 0 (incorporated by reference to Exhibit 3. 2 of the Partnership’s Form 8-K filed on August 1 4 , 20 20 ). 4.1 # Description of the Common Units. 4.2 Indenture, dated as of May 23, 2017, among Delek Logistics Partners, 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 Partnership's Form 8-K filed on May 24, 2017). 4.3 Form of 6.750% Senior Notes due 2025 (incorporated by reference to Exhibit A to Exhibit 4.1 to the Partnership's Form 8-K filed on May 24, 2017). 4.4 Supplemental Indenture, dated March 22, 2018, among DKL Big Spring, LLC, Delek Logistics Partners, LP, Delek Logistics Finance Corp., the other guarantors and U.S. Bank, National Association (incorporated by reference to Exhibit 4.1 to the Partnership’s Form 8-K filed on March 26, 2018). 4.5 Second Supplemental Indenture, dated February 28, 2020, among DKL Pipeline, LLC, Delek Logistics Partners, LP, Delek Logistics Finance Corp., the other guarantors and U.S. Bank, N.A. (incorporated by reference to Exhibit 4.1 of the Partnership's Form 8-K filed on April 6, 2020). 4.6 Third Supplemental Indenture, dated March 26, 2020, among DKL Permian Gathering, LLC, Delek Logistics Partners, LP, Delek Logistics Finance Corp., the other guarantors and U.S. Bank, N.A. (incorporated by reference to Exhibit 4.2 of the Partnership's Form 8-K filed on April 6, 2020). 10.1 ++ Marketing Agreement, dated November 7, 2012, by and between Delek Refining, Ltd. and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.6 to the Partnership's Form 8-K filed on November 7, 2012, SEC File No. 001-35721). 10.2 First Amendment to Marketing Agreement, dated July 26, 2013, by and between Delek Refining, Ltd. and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.1 to the Partnership's Form 10-Q filed on November 3, 2016). 10.3 Second Amendment to Marketing Agreement, dated as of December 19, 2016, but effective as of October 1, 2016, by and between Delek Refining, Ltd. and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.1 to the Partnership's Form 10-K filed on February 28, 2017). 10.4 Throughput and Tankage Agreement (El Dorado Terminal and Tankage), dated as of February 10, 2014, by and among Lion Oil Company and Delek Logistics Operating, LLC, and for limited purposes, J. Aron & Company (incorporated by reference to Exhibit 10.3 to the Partnership’s Form 8-K filed on February 14, 2014). 10.5 Amendment to Throughput and Tankage Agreement (El Dorado Terminal and Tankage), dated as of July 22, 2016, but effective as of February 11, 2014, by and between Lion Oil Company and Delek Logistics Operating, LLC (incorporated by reference to Exhibit 10.1 to the Partnership's Form 10-Q filed on August 5, 2016). 10.6 First Amendment to Throughput and Tankage Agreement (El Dorado Terminal and Tankage), dated as of December 14, 2018, by and between Lion Oil Company and Delek Logistics Operating, LLC (incorporated by reference to Exhibit 10.10 to the Partnership's Form 10-K filed on March 1, 2019). 10.7 * General Terms and Conditions for Phantom Unit Awards under the Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Partnership's Form 10-Q filed on August 5, 2016). 10.8 Third Amended and Restated Omnibus Agreement, dated as of March 31, 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 10.3 to the Partnership’s Form 8-K filed on April 6, 2015). 10.9 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 10.2 to the Partnership’s Form 10-Q filed on August 6, 2015). 10.10 Amendment and Restatement of Schedules to Third Amended and Restated Omnibus Agreement, dated March 20, 2018 and effective as of March 1, 2018 (incorporated by reference to Exhibit 10.4 to the Partnership's Form 8-K filed on March 26, 2018). F-2 10.11 * Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to the Partnership's Form 8-K filed on November 7, 2012, SEC File No. 001-35721). 10.12 * Form of Phantom Unit Agreement for Directors under the Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 10-Q filed on August 6, 2015). 10.13 Pipelines and Tankage Agreement (East Texas Crude Logistics System), dated November 7, 2012, by and between Delek Refining, Ltd. and Delek Crude Logistics, LLC (incorporated by reference to Exhibit 10.7 to the Partnership's Form 8-K filed on November 7, 2012, SEC File No. 001-35721). 10.14 First Amendment to Pipelines and Tankage Agreement (East Texas Crude Logistics System), dated as of December 14, 2018, by and between Delek Refining, LTD and Delek Crude Logistics, LLC (incorporated by reference to Exhibit 10.19 to the Partnership's Form 10-K filed on March 1, 2019). 10.15 Amended and Restated Services Agreement (Big Sandy Terminal and Pipeline), dated July 25, 2013, by and between Delek Refining, Ltd. and Delek Marketing-Big Sandy, LLC (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K/A filed on July 31, 2013). 10.16 First Amendment to Amended and Restated Services Agreement (Big Sandy Terminal and Pipeline), dated as of December 14, 2018, by and between Delek Refining, LTD and Delek Marketing-Big Sandy, LLC (incorporated by reference to Exhibit 10.21 to the Partnership's Form 10-K filed on March 1, 2019). 10.17 Pipelines and Storage Facilities Agreement, dated November 7, 2012, by and among Lion Oil Company, Delek Logistics Partners, LP, SALA Gathering Systems, LLC, El Dorado Pipeline Company, LLC, Magnolia Pipeline Company, LLC and J. Aron & Company (incorporated by reference to Exhibit 10.9 to the Partnership's Form 8-K filed on November 7, 2012, SEC File No. 001-35721). 10.18 First Amendment to Pipelines and Storage Facilities Agreement, dated as of December 14, 2018, by and among Lion Oil Company, Delek Logistics Partners, LP, SALA Gathering Systems, LLC, El Dorado Pipeline Company, LLC, Magnolia Pipeline Company, LLC and J. Aron & Company (incorporated by reference to Exhibit 10.23 to the Partnership's Form 10-K filed on March 1, 2019). 10.19 * Form of Director Phantom Unit Award (incorporated by reference to Exhibit 10.6 to the Partnership's Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-182631), filed on October 16, 2012). 10.20 * Form of Employee Phantom Unit Award (incorporated by reference to Exhibit 10.7 to the Partnership's Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-182631), filed on October 16, 2012). 10.21 * Form of Indemnification Agreement for Directors and Officers of Delek Logistics GP, LLC (incorporated by reference to Exhibit 10.13 to the Partnership's Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-182631), filed on October 24, 2012). 10.22 Throughput and Tankage Agreement (Tyler Terminal and Tankage), dated July 26, 2013, by and between Delek Marketing & Supply, LP and Delek Refining, Ltd. (incorporated by reference to Exhibit 10.3 to the Partnership’s Form 8-K filed on August 1, 2013). 10.23 First Amendment to Throughput and Tankage Agreement (Tyler Terminal and Tankage), dated as of December 14, 2018, by and between Delek Refining, LTD. and Delek Marketing & Supply, LP (incorporated by reference to Exhibit 10.29 to the Partnership's Form 10-K filed on March 1, 2019). 10.24 Amended and Restated Site Services Agreement (Tyler Terminal and Tankage), dated March 31, 2015, by and between Delek Marketing & Supply, LP and Delek Refining, Ltd. (incorporated by reference to Exhibit 10.4 to the Partnership’s Form 10-Q filed on May 8, 2015). 10.25 Amended and Restated Site Services Agreement (El Dorado Terminal and Tankage), dated as of March 31, 2015, by and between Lion Oil Company and Delek Logistics Operating, LLC (incorporated by reference to Exhibit 10.5 to the Partnership’s Form 10-Q filed on May 8, 2015). 10.26 Throughput Agreement (El Dorado Rail Offloading Facility), dated as of March 31, 2015, among Lion Oil Company, Lion Oil Trading & Transportation, LLC and Delek Logistics Operating, LLC (incorporated by reference to Exhibit 10.2 to the Partnership’s Form 8-K filed on April 6, 2015). 10.27 ++ First Amended and Restated Limited Liability Company Agreement of Rangeland RIO Pipeline, LLC, dated March 20, 2015, by and between Rangeland Energy II, LLC and DKL RIO, LLC (incorporated by reference to Exhibit 10.6 to the Partnership’s Form 10-Q filed on May 8, 2015). 10.28 ++ Amended and Restated Limited Liability Company Agreement of Caddo Pipeline LLC, dated March 20, 2015, by and between Plains Pipeline, L.P. and DKL Caddo, LLC (incorporated by reference to Exhibit 10.7 to the Partnership’s Form 10-Q filed on May 8, 2015). 10.29 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 Holdings, Inc., and for the limited purposes specified therein, J. Aron & Company LLC (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K filed on March 26, 2018). 10.30 Big Spring Asphalt Services Agreement, 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 Holdings, Inc., and for the limited purposes specified therein, J. Aron & Company LLC (incorporated by reference to Exhibit 10.2 to the Partnership’s Form 8-K filed on March 26, 2018). 10.31 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 Holdings, Inc. (incorporated by reference to Exhibit 10.3 to the Partnership’s Form 8-K filed on March 26, 2018). 10.32 Third Amended and Restated Credit Agreement, dated as of September 28, 2018, among Delek Logistics Partners, LP and each other borrower referenced therein, as borrowers; Fifth Third Bank, as administrative agent; a syndicate of lenders; Bank of America, N.A., BBVA Compass, MUFG Bank, Ltd. And Royal Bank of Canada as co-syndication agents; and Barclays Bank PLC, Citizens Bank, N.A., PNC Bank, National Association, U.S. Bank National Association, Bank Hapoalim B.M., Regions Bank and SunTrust Bank as co-documentation agents (incorporated by reference to Exhibit 10.1 to the Partnership’s Form 8-K filed on October 4, 2018). 10.33 First Amendment to Third Amended and Restated Credit Agreement, dated August 12, 2020, by and among Delek Logistics Partners, LP and each other borrower referenced therein, as borrowers, Fifth Third Bank, N.A., as Administrative Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 of the Partnership's Form 8-K filed on August 14, 2020). 10.34 Second Amendment and Restatement of Schedules to Third Amended and Restated Omnibus Agreement, dated and effective as of May 31, 2020 (incorporated by reference to the Exhibit 10.2 of the Partnership's Form 8-K filed on April 6, 2020). F-3 10.35 Transportation Services Agreement dated May 15, 2020 and effective May 1, 2020, between Delek Refining, Ltd., Lion Oil Company and DKL Transportation, LLC (incorporated by reference to Exhibit 10.1 of the Partnership's Form 8-K filed on May 18, 2020). 10.36 Third Amendment and Restatement to 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 Partnership's Form 8-K filed on May 18, 2020). 21.1 # Subsidiaries of Registrant. 23.1 # Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP). 23.2 # Consent of Independent Registered Public Accounting Firm (Weaver and Tidwell, L.L.P.). 31.1 # Certification of Delek Logistics GP, LLC's Chief Executive Officer pursuant to Rule 13a-14(a) or 15(d)-14(a) under the Securities Exchange Act of 1934, as amended. 31.2 # Certification of Delek Logistics GP, LLC's Chief Financial Officer pursuant to Rule 13a-14(a) or 15(d)-14(a) under the Securities Exchange Act of 1934, as amended. 32.1 ## Certification by 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 by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.1 # Report of Independent Registered Public Accounting Firm - Red River Pipeline Company LLC. 101 < The following materials from Delek Logistics Partners, LP's Annual Report on Form 10-K for the annual period ended December 31, 2020, formatted in XBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2020 and 2019; (ii) Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2020, 2019 and 2018; (iii) Consolidated Statements of Changes in Partners’ Equity for the years ended December 31, 2020, 2019 and 2018; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018; and (v) Notes to Consolidated Financial Statements. 104 The cover page from Delek Logistics Partners, LP's Annual Report on Form 10-K for the annual period ended December 31, 2020, has been formatted in Inline XBRL. * Management contract or compensatory plan or arrangement. # Filed herewith. ## Furnished herewith. ++ Confidential treatment has been requested and granted with respect to certain portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. Omitted portions have been filed separately with the Securities and Exchange Commission. < Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. F-4 Exhibits and Financial Statement Schedules Delek Logistics Partners, LP Consolidated Financial Statements As of December 31, 2020 and 2019 and For Each of the Three Years Ended December 31, 2020, 2019 and 2018 INDEX TO FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firm F- 2 Audited Financial Statements: Consolidated Balance Sheets F- 5 Consolidated Statements of Income and Comprehensive Income F- 6 Consolidated Statements of Partners' Equity (Deficit) F- 7 Consolidated Statements of Cash Flows F- 8 Notes to Consolidated Financial Statements F- 9 All other financial schedules are not required under related instructions, or are inapplicable and therefore have been omitted. F-1 Report of Independent Registered Public Accounting Firm To the Unitholders of Delek Logistics Partners, LP and the Board of Directors of Delek Logistics GP, LLC Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Delek Logistics Partners, LP (the Partnership) as of December 31, 2020 and 2019, and the related consolidated statements of income and comprehensive income, partners' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, based on our audits and the report of other auditors, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. We did not audit the financial statements of Red River Pipeline Company, LLC, an entity in which the Partnership has a 33% interest. In the consolidated financial statements, the Partnership’s investment in Red River Pipeline Company, LLC is stated at $141.8 million and $131.0 million as of December 31, 2020 and 2019, respectively, and the Partnership’s equity in the net income of Red River Pipeline Company, LLC is stated at $8.9 million in 2020 and $8.4 million in 2019. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Red River Pipeline Company, LLC, is based solely on the report of other auditors. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2020, 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 March 1, 2021 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership’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 Partnership 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 and the report of other auditors 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 Presentation and Disclosure of Related Party Transactions Description of the Matter As described in Note 4 to the consolidated financial statements, the Partnership engages, in the ordinary course of business, in related party transactions with Delek US Holdings, Inc. and certain of its subsidiaries (collectively “Delek Holdings”). Auditing the completeness of the related party transactions, and the corresponding presentation and disclosure, was challenging due to Delek Holdings’ involvement in many aspects of the Partnership’s business, including the revenue earned by the Partnership from providing gathering, transportation, storage, marketing and terminalling services under various commercial agreements with Delek Holdings. Additionally, the Partnership and Delek Holdings have entered into other agreements which govern the provision of certain operational services, reimbursement obligations and fees charged for the provision of centralized corporate services. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls that address the risks of material misstatement related to the Partnership’s process of identifying and disclosing related party transactions, including controls to verify the completeness of related party transactions and disclosures. To test the completeness of related party transactions, we obtained a listing of all related party relationships and compared the listing to the Delek Holdings’ legal structure and evidence obtained from other audit procedures including, among others, inquiries of management and the audit committee, review of the board of directors and other committee meeting minutes, review of contracts, and testing of revenue and expense transactions. In addition, to evaluate the presentation and disclosure of related party transactions, we used the related party listing obtained to perform procedures to test material related party account activity and account balances including, among others, testing the related and third-party classification of transactions in revenue, expense and balance sheet accounts by inspecting source documentation and evaluating the aggregation and presentation of related party financial statement line items. /s/ Ernst & Young LLP We have served as the Partnership’s auditor since 2012. Nashville, Tennessee March 1, 2021 F-3 Report of Independent Registered Public Accounting Firm To the Unitholders of Delek Logistics Partners, LP and the Board of Directors of Delek Logistics GP, LLC Opinion on Internal Control over Financial Reporting We have audited Delek Logistics Partners, LP’s internal control over financial reporting as of December 31, 2020, 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 Logistics Partners, LP (the Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Delek Logistics Partners, LP as of December 31, 2020 and 2019, the related consolidated statements of income and comprehensive income, partners’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2020, and the related notes, and our report dated March 1, 2021 expressed an unqualified opinion thereon. Basis for Opinion The Partnership’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 Partnership’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 Partnership 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 March 1, 2021 F-4 Exhibits and Financial Statement Schedules Delek Logistics Partners, LP Consolidated Balance Sheets (in thousands, except unit and per unit data) December 31, 2020 2019 ASSETS Current assets: Cash and cash equivalents $ 4,243 $ 5,545 Accounts receivable 15,676 13,204 Accounts receivable from related parties 5,932 — Inventory 3,127 12,617 Other current assets 331 2,204 Total current assets 29,309 33,570 Property, plant and equipment: Property, plant and equipment 692,282 461,325 Less: accumulated depreciation ( 227,470 ) ( 166,281 ) Property, plant and equipment, net 464,812 295,044 Equity method investments 253,675 246,984 Operating lease right-of-use assets 24,199 3,745 Goodwill 12,203 12,203 Marketing Contract Intangible, net 123,788 130,999 Rights-of-way 36,316 15,597 Other non-current assets 12,115 6,305 Total assets $ 956,417 $ 744,447 LIABILITIES AND DEFICIT Current liabilities: Accounts payable $ 6,659 $ 12,471 Accounts payable to related parties — 8,898 Interest payable 2,452 2,572 Excise and other taxes payable 4,969 3,941 Accrued expenses and other current liabilities 5,529 5,765 Current portion of operating lease liabilities 8,691 1,435 Total current liabilities 28,300 35,082 Non-current liabilities: Long-term debt 992,291 833,110 Asset retirement obligations 6,015 5,588 Deferred tax liabilities 616 215 Operating lease liabilities, net of current portion 15,418 2,310 Other non-current liabilities 22,078 19,261 Total non-current liabilities 1,036,418 860,484 Equity (Deficit): Common unitholders - public; 8,697,468 units issued and outstanding at December 31, 2020 ( 9,131,579 at December 31, 2019) 164,614 164,436 Common unitholders - Delek Holdings; 34,745,868 units issued and outstanding at December 31, 2020 ( 15,294,046 at December 31, 2019) ( 272,915 ) ( 310,513 ) General partner - no units issued and outstanding at December 31, 2020 ( 498,482 at December 31, 2019) (1) — ( 5,042 ) Total deficit ( 108,301 ) ( 151,119 ) Total liabilities and deficit $ 956,417 $ 744,447 (1) See Note 4 for a description of the IDR Restructuring Transaction. See accompanying notes to the consolidated financial statement F-5 Exhibits and Financial Statement Schedules Delek Logistics Partners, LP Consolidated Statements of Income and Comprehensive Income (In thousands, except unit and per unit data) Year Ended December 31, 2020 2019 2018 Net revenues: Affiliate (1) $ 382,666 $ 261,014 $ 240,809 Third party 180,752 322,978 416,800 Net revenues 563,418 583,992 657,609 Cost of sales: Cost of materials and other 269,094 336,473 429,061 Operating expenses (excluding depreciation and amortization presented below) 53,846 71,341 55,924 Depreciation and amortization 33,737 24,893 24,108 Total cost of sales 356,677 432,707 509,093 Operating expenses related to wholesale business (excluding depreciation and amortization presented below) 2,433 2,816 2,820 General and administrative expenses 22,587 20,815 17,166 Depreciation and amortization 1,994 1,808 1,882 Other operating (income) expense, net ( 66 ) 34 891 Total operating costs and expenses 383,625 458,180 531,852 Operating income 179,793 125,812 125,757 Interest expense, net 42,874 47,328 41,263 Income from equity method investments ( 22,693 ) ( 19,832 ) ( 6,230 ) Other expense, net 133 600 8 Total non-operating expenses, net 20,314 28,096 35,041 Income before income tax expense 159,479 97,716 90,716 Income tax expense 223 967 534 Net income attributable to partners $ 159,256 $ 96,749 $ 90,182 Comprehensive income attributable to partners $ 159,256 $ 96,749 $ 90,182 Less: General partner's interest in net income, including incentive distribution rights (2) 18,724 33,080 25,543 Limited partners' interest in net income $ 140,532 $ 63,669 $ 64,639 Net income per limited partner unit: Common units - basic $ 4.18 $ 2.61 $ 2.65 Common units - diluted $ 4.18 $ 2.61 $ 2.65 Weighted average limited partner units outstanding: Common units - basic 33,594,284 24,413,294 24,390,286 Common units - diluted 33,597,418 24,418,641 24,396,881 Cash distributions per limited partner unit $ 3.605 $ 3.440 $ 3.120 (1) See Note 4 for a description of our material affiliate revenue transactions. (2) See Note 4 for a description of the IDR Restructuring Transaction. See accompanying notes to the consolidated financial statements F-6 Exhibits and Financial Statement Schedules Delek Logistics Partners, LP Consolidated Statements of Partners' Equity (Deficit) (in thousands) Partnership Common - Public Common - Delek Holdings General Partner - Delek Holdings Total Balance at December 31, 2017 $ 174,378 $ ( 197,206 ) $ ( 6,397 ) $ ( 29,225 ) Distributions to Delek Holdings for Big Spring Asset Acquisition — ( 96,822 ) ( 1,976 ) ( 98,798 ) Cash distributions (1) ( 27,721 ) ( 46,417 ) ( 23,698 ) ( 97,836 ) GP Units Issued to maintain 2 % interest — — 26 26 Sponsorship contribution of fixed assets — 151 3 154 Net income attributable to partners 24,119 40,520 25,543 90,182 Other 247 414 13 674 Balance at December 31, 2018 $ 171,023 $ ( 299,360 ) $ ( 6,486 ) $ ( 134,823 ) Cash distributions (1) ( 30,626 ) ( 51,388 ) ( 31,654 ) ( 113,668 ) GP Units Issued to maintain 2 % interest — — 8 8 Net income attributable to partners 23,813 39,856 33,080 96,749 Other 226 379 10 615 Balance at December 31, 2019 $ 164,436 $ ( 310,513 ) $ ( 5,042 ) $ ( 151,119 ) Cash distributions (1) ( 31,532 ) ( 77,665 ) ( 27,635 ) ( 136,832 ) GP Units Issued to maintain 2 % interest — — 10 10 Net income attributable to partners 36,324 104,208 18,724 159,256 Delek Holdings Unit purchases from public ( 4,979 ) 4,979 — — Issuance of units in connection with the Big Spring Gathering Assets Acquisition — 107,323 2,190 109,513 Cash Distribution to Delek Holdings for Trucking Assets Acquisition — ( 46,607 ) ( 951 ) ( 47,558 ) Cash distribution to general partner for conversion of its economic interest and IDR elimination — — ( 45,000 ) ( 45,000 ) Conversion of GP economic interest — ( 57,702 ) 57,702 — Sponsor contribution of fixed assets — 2,938 — 2,938 Other 365 124 2 491 Balance at December 31, 2020 $ 164,614 $ ( 272,915 ) $ — $ ( 108,301 ) (1) Cash distributions include a nominal amount for the years ended December 31, 2020 and 2019, respectively, related to distribution equivalents on vested phantom units. Cash distributions include $ 0.1 million for the year ended December 31, 2018 related to distribution equivalents on vested phantom units. . See accompanying notes to the consolidated financial statements F-7 Exhibits and Financial Statement Schedules Delek Logistics Partners, LP Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2020 2019 2018 Cash flows from operating activities: Net income $ 159,256 $ 96,749 $ 90,182 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 35,731 26,701 25,990 Non-cash lease expense 6,075 193 — Amortization of customer contract intangible assets 7,211 7,211 6,009 Amortization of deferred revenue ( 1,888 ) ( 1,688 ) ( 1,497 ) Amortization of deferred financing costs and debt discount 2,412 2,629 2,577 Accretion of asset retirement obligations 427 397 359 (Gain) loss on disposal of assets ( 66 ) ( 197 ) 891 Deferred income taxes 401 496 152 Income from equity method investments ( 22,693 ) ( 19,832 ) ( 6,230 ) Dividends from equity method investments 25,436 16,108 6,936 Other non-cash adjustments 491 1,061 674 Changes in assets and liabilities: Accounts receivable ( 2,472 ) 8,382 1,427 Inventories and other current assets 11,363 ( 7,702 ) 15,178 Accounts payable and other current liabilities ( 13,479 ) ( 4,836 ) ( 1,747 ) Accounts receivable/payable to related parties ( 14,628 ) 1,065 9,038 Non-current assets and liabilities, net ( 561 ) 3,662 3,019 Net cash provided by operating activities 193,016 130,399 152,958 Cash flows from investing activities: Asset acquisitions from Delek Holdings, net of assumed liabilities ( 100,527 ) — ( 72,380 ) Purchases of property, plant and equipment ( 13,271 ) ( 9,070 ) ( 12,931 ) Proceeds from sales of property, plant and equipment 107 144 502 Purchases of intangible assets ( 13 ) — ( 144,219 ) Distributions from equity method investments 2,741 804 1,162 Equity method investment contributions ( 12,175 ) ( 139,294 ) ( 173 ) Net cash used in investing activities ( 123,138 ) ( 147,416 ) ( 228,039 ) Cash flows from financing activities: Proceeds from issuance of additional units to maintain 2 % General Partner interest 10 8 26 Distributions to general partner ( 27,635 ) ( 31,654 ) ( 23,698 ) Distributions to common unitholders - public ( 31,532 ) ( 30,626 ) ( 27,721 ) Distributions to common unitholders - Delek Holdings ( 77,665 ) ( 51,388 ) ( 46,417 ) Distributions to Delek Holdings unitholders and general partner related to Big Spring Logistics Assets Acquisition — — ( 98,798 ) Distributions to Delek Holdings unitholders and general partner related to Trucking Assets Acquisition ( 47,558 ) — — Distribution to general partner for conversion of its interest and IDR elimination ( 45,000 ) — — Proceeds from revolving credit facility 599,600 564,700 735,000 Payments on revolving credit facility ( 441,400 ) ( 433,000 ) ( 458,200 ) Deferred financing costs paid — — ( 5,264 ) Net cash (used in) provided by financing activities ( 71,180 ) 18,040 74,928 Net (decrease) increase in cash and cash equivalents ( 1,302 ) 1,023 ( 153 ) Cash and cash equivalents at the beginning of the period 5,545 4,522 4,675 Cash and cash equivalents at the end of the period $ 4,243 $ 5,545 $ 4,522 Year Ended December 31, 2020 2019 2018 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 40,582 $ 44,791 $ 38,959 Income taxes $ 98 $ 144 $ 137 Non-cash investing activities: Increase (decrease) in accrued capital expenditures $ 198 $ 917 $ ( 1,363 ) Equity issuance to Delek Holdings unitholders in connection with Big Spring Gathering Assets Acquisition $ 109,513 $ — $ — Non-cash financing activities: Sponsor contribution of property, plant and equipment $ 2,938 $ — $ 154 Non-cash lease liability arising from obtaining right of use assets during the period $ 32,090 $ 1,285 $ — Non-cash lease liability arising from recognition of right of use assets upon adoption of ASU 2016-02 $ — $ 2,654 $ — See accompanying notes to the consolidated financial statements F-8 Notes to Consolidated Financial Statements Delek Logistics Partners, LP Notes to Consolidated Financial Statements 1. General Organization As used in this report, the terms "Delek Logistics Partners, LP," the "Partnership," "we," "us," or "our" may refer to Delek Logistics Partners, LP, one or more of its consolidated subsidiaries or all of them taken as a whole. The Partnership is a Delaware limited partnership formed in April 2012 by Delek US Holdings, Inc. ("Delek Holdings") and its subsidiary Delek Logistics GP, LLC, our general partner (our "general partner") . Effective August 13, 2020, the Partnership closed the transaction contemplated by a definitive exchange agreement with the general partner to eliminate all of the incentive distribution rights ("IDRs") held by the general partner and convert the 2.0 % economic general partner interest into a non-economic general partner interest, all in exchange for 14.0 million newly issued common limited partner units and $ 45.0 million in cash ("IDR Restructuring Transaction"). Contemporaneously, Delek Holdings purchased a 5.2 % ownership interest in our general partner from certain affiliates, who were also members of our general partner's management and board of directors. See Note 4 of the accompanying consolidated financial statements for further information. Effective May 1, 2020, the Partnership, through its wholly-owned subsidiary DKL Transportation, LLC, acquired Delek Trucking, LLC consisting of certain leased and owned tractors and trailers and related assets (the "Trucking Assets") from Delek Holdings, such transaction the "Trucking Assets Acquisition." See Note 3 of the accompanying consolidated financial statements for further information. Effective March 31, 2020, the Partnership, through its wholly-owned subsidiary DKL Permian Gathering, LLC, acquired from Delek Holdings a crude oil gathering system located in Howard, Borden and Martin Counties, Texas (the "Big Spring Gathering Assets"), and certain related assets, such transaction the "Big Spring Gathering Assets Acquisition." See Note 3 of the accompanying consolidated financial statements for further information. Effective March 1, 2018, the Partnership, through its wholly-owned subsidiary DKL Big Spring, LLC, acquired from Delek Holdings certain logistics assets primarily located at or adjacent to Delek Holdings' refinery near Big Spring, Texas (the "Big Spring Refinery") and Delek Holdings' light products distribution terminal located in Stephens County, Oklahoma (collectively, the "Big Spring Logistics Assets" and such transaction the "Big Spring Logistics Assets Acquisition"). See Note 3 of the accompanying consolidated financial statements for further information regarding the Big Spring Logistics Assets Acquisition. Description of Business The Partnership primarily owns and operates crude oil, intermediate and refined products logistics and marketing assets. We gather, transport, offload and store crude oil and intermediate products and market, distribute, transport and store refined products primarily in select regions of the southeastern United States and Texas for Delek Holdings and third parties. A substantial majority of our existing assets are both integral to and dependent upon the success of Delek Holdings' refining operations, as many of our assets are contracted exclusively to Delek Holdings in support of its Tyler, El Dorado and Big Spring refineries. The Partnership is not a taxable entity for federal income tax purposes or the income taxes of those states that follow the federal income tax treatment of partnerships. Instead, for purposes of such income taxes, each partner of the Partnership is required to take into account its share of items of income, gain, loss and deduction in computing its federal and state income tax liabilities, regardless of whether cash distributions are made to such partner by the Partnership. The taxable income reportable to each partner takes into account differences between the tax basis and the fair market value of our assets and financial reporting bases of assets and liabilities, the acquisition price of the partner's units and the taxable income allocation requirements under the Partnership's Second Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement"). 2. Accounting Policies Basis of Presentation Our consolidated financial statements include the accounts of the Partnership and its subsidiaries. We have evaluated subsequent events through the filing of this Annual Report on Form 10-K. Any material subsequent events that occurred during this time have been properly recognized or disclosed in our financial statements. The preparation of our financial statements in conformity with 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 F-9 Notes to Consolidated Financial Statements financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of management, all adjustments necessary for a fair presentation of the financial position and the results of operations have been included. All intercompany accounts and transactions have been eliminated. Such intercompany transactions do not include those with Delek Holdings' or our general partner, which are presented as related party in these accompanying consolidated financial statements. All adjustments are of a normal, recurring nature. Reclassifications Certain immaterial reclassifications have been made to prior period presentation in order to conform to the current year presentation. Risks and Uncertainties Arising from the COVID-19 Pandemic The outbreak of COVID-19 and its development into a pandemic in March 2020 (the "COVID-19 Pandemic") has resulted in significant economic disruption globally, including in the U.S. and specific geographic areas where we operate. Actions taken by various governmental authorities, individuals and companies around the world to prevent the spread of COVID-19 through social distancing have restricted travel, many business operations, public gatherings and the overall level of individual movement and in-person interaction across the globe. This has in turn significantly reduced global economic activity and resulted in airlines dramatically cutting back on flights and a decrease in motor vehicle use. As a result, there has also been a decline in the demand for, and thus also the market prices of, crude oil and certain products, particularly refined petroleum products that we receive revenue for the transportation and storage services we provide. In addition, the decline in demand impacted the sales volumes in our wholesale marketing business. As of December 31, 2020, there is continued uncertainty about the duration and future impact of the COVID-19 Pandemic. Therefore, downward pressure on commodity prices has remained and could continue for the foreseeable future. Uncertainties related to the impact of the COVID-19 Pandemic and other events exist that could impact our future results of operations and financial position, the nature of which and the extent to which are currently unknown. To the extent these uncertainties have been identified and are believed to have an impact on our current period results of operations or financial position based on the requirements for assessing such financial statement impact under GAAP, we have considered them in the preparation of our financial statements as of and for the year ended December 31, 2020. The application of accounting policies impacted by such considerations include (but are not necessarily limited to) the following: • The evaluation of indefinite-lived intangibles and goodwill for potential impairment, during our annual assessment or where indicators exist, as defined by GAAP; • The evaluation of long-lived assets for potential impairment, where indicators exist, as defined by GAAP; • The evaluation of joint ventures for potential impairment, where indicators exist, as defined by GAAP; • The evaluation of inventory valuation allowances that may be warranted under the lower of cost or net realizable value analysis, pursuant to GAAP; • The consideration of debt modifications and or covenant requirements, as applicable; • The evaluation of commitments and contingencies, including changes in concentrations, as applicable; • The evaluation of the risk of credit losses and the determination of our allowance for credit losses, pursuant to GAAP; and • The evaluation of our ability to continue as a going concern. Segment Reporting We are an energy business focused on crude oil, intermediate and refined products pipeline and storage activities and wholesale marketing, terminalling and offloading activities. Management reviews operating results in two reportable segments: (i) pipelines and transportation and (ii) wholesale marketing and terminalling. • The assets and investments reported in the pipeline and transportation segment provide crude oil gathering and crude oil, intermediate and refined products transportation and storage services to Delek Holdings' refining operations and independent third parties. • The wholesale marketing and terminalling segment provides marketing services for the refined products output of the Delek Holdings' refineries, engages in wholesale activity at our terminals and terminals owned by third parties, whereby we purchase light product for sale and exchange to third parties, and provides terminalling services at our refined products terminals to independent third parties and Delek Holdings. Decisions concerning the allocation of resources and assessment of operating performance are made based on this segmentation. Management measures the operating performance of each of its reportable segments based on the segment contribution margin. Segment contribution margin is defined as net revenues less cost of materials and other and operating expenses, excluding depreciation and amortization. Segment reporting is more fully discussed in Note 15. F-10 Notes to Consolidated Financial Statements Cash and Cash Equivalents We maintain cash and cash equivalents in accounts with large, U.S. financial institutions. Any highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents. Accounts Receivable Accounts receivable primarily consists of trade receivables generated in the ordinary course of business. We perform on-going credit evaluations of our customers and generally do not require collateral on accounts receivable. All accounts receivable amounts are considered to be fully collectible. Accordingly, no allowance for doubtful accounts has been established as of December 31, 2020 and 2019. One third-party customer accounted for approximately 49.9 % and 52.5 % of the consolidated accounts receivable balance as of December 31, 2020 and December 31, 2019, respectively. Inventory Inventory consists of refined products, which are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out ("FIFO") basis . Delek Holdings accounted for approximately 91.8 % and 78.1 % of our inventory purchases in our wholesale marketing and terminalling segment during the year ended December 31, 2020 and December 31, 2019, respectively. Property, Plant and Equipment Assets acquired in conjunction with business acquisitions are recorded at estimated fair market value in accordance with the purchase method of accounting as prescribed in Accounting Standards Codification ("ASC") 805, Business Combinations ("ASC 805"). Other acquisitions of property and equipment are carried at cost. Acquisitions of net assets that do not constitute a business are accounted for by allocating the cost of the acquisition to individual assets acquired and liabilities assumed on a relative fair value basis and shall not give rise to goodwill as prescribed in ASC 805. Betterments, renewals and extraordinary repairs that extend the life of an asset are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over management’s estimated useful lives of the related assets. The estimated useful lives are as follows: Years Buildings and building improvements 15 - 40 Pipelines, tanks and terminals 15 - 40 Asset retirement obligation assets 15 - 50 Other equipment 3 - 15 Intangible Assets Intangible assets consist of indefinite-lived rights of way and a marketing contract intangible. The marketing contract intangible is amortized on a straight-line basis over a 20 year period as a component of net revenues from affiliates. Acquired intangible assets determined to have an indefinite useful life are not amortized, but are tested for impairment in connection with our evaluation of long-lived assets as events and circumnstances indicate that the assets might be impaired. Property, Plant and Equipment and Intangibles Impairment Property, plant and equipment and intangibles are evaluated for impairment whenever indicators of impairment exist. In accordance with ASC 360, Property, Plant and Equipment and ASC 350, Intangibles - Goodwill and Other , we evaluate the realizability of these long-lived assets as events occur that might indicate potential impairment. In doing so, we assess whether the carrying amount of the asset is recoverable by estimating the sum of the future cash flows expected to result from the use of 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. Goodwill and Potential 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. The Company adopted ASU 2017-04, Goodwill and Other (Topic 350); Simplifying the Test for Goodwill Impairment , during the fourth quarter of 2018. In accordance with this guidance, a goodwill impairment charge is recognized for the amount that the carrying amount of a reporting unit, including F-11 Notes to Consolidated Financial Statements 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 elected to perform a qualitative assessment for purposes of our annual goodwill impairment test during the fourth quarter in 2020, 2019 and 2018. Our annual assessment of goodwill did not result in an impairment charge during the years ended December 31, 2020, 2019 or 2018. Details of goodwill balances by segment are included in Note 9. 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, dividends received and cash distributions from the investee, which are separately stated in our consolidated statements of income and comprehensive 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. A loss is recorded in earnings in the current period if a decline in the value of an equity method investment is determined to be other than temporary. See Note 14 for further information on our equity method investments. 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 our assets and liabilities that fall under the scope of ASC 825, Financial Instruments ("ASC 825"). Self-Insurance Reserves We have no employees. Rather, we are managed by the directors and officers of our general partner. However, Delek Holdings employees providing services to the Partnership are covered under Delek Holdings’ insurance programs. Delek Holdings has workers' compensation and liability insurance with varying retentions and deductibles with limits that management considers adequate. Environmental Expenditures It is our 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 30 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. Estimated recoveries of costs from other parties are recorded on an undiscounted basis as assets when their realization is deemed probable. See Note 17 for further information on crude oil releases impacting our properties and related accruals. Asset Retirement Obligations We recognize 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. These obligations are related to the required cleanout of our pipelines and terminal tanks and removal of certain above-grade portions of our pipelines situated on right-of-way property. The reconciliation of the beginning and ending carrying amounts of asset retirement obligations as of December 31, 2020 and 2019 is as follows (in thousands): F-12 Notes to Consolidated Financial Statements December 31, 2020 2019 Beginning balance $ 5,588 $ 5,191 Accretion expense 427 397 Ending balance $ 6,015 $ 5,588 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 obligation. Revenue Recognition Revenue is measured based on consideration specified in a contract with a customer. The Partnership recognizes revenue when it satisfies a performance obligation by transferring control over a product or by providing services to a customer. Service, Product and Lease Revenues. Revenues for products sold are generally recognized upon delivery of 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, intermediate and refined products are shipped through, delivered by or stored in our pipelines, trucks, terminals and storage facility assets, as applicable. 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. Certain agreements for gathering, transportation, storage, terminalling, and offloading with Delek Holdings were considered operating leases under ASC 840, Leases ("ASC 840"). As part of the adoption of ASC 842, we applied the permitted practical expedient to not separate lease and non-lease components under the predominance principle to designated asset classes associated with the provision of logistics services. We have determined that the predominant component of the related agreements currently in effect is the lease component. Therefore, the combined component is accounted for under the applicable lease accounting guidance. Refer to Note 5 for further information. Up-Front payments to Customers. We record up-front payments to customers in accordance with ASC 606. We evaluate the nature of each payment, the rights and obligations under the related contract, and whether the payment meets the definition of an asset. When an asset is recognized for an up-front payment to a customer, the asset is amortized, as a reduction of revenue, in a manner that reflects the pattern and period over which the asset is expected to provide benefit. Revenues Related to Reimbursements. In addition to the agreements noted above, we have cost reimbursement provisions in certain of our agreements with Delek Holdings that provide for reimbursement to the Company for certain costs, including certain capital expenditures. Such reimbursements are recorded in other long-term liabilities and are amortized to revenue over the life of the underlying revenue agreement corresponding to the asset. Cost of Materials and Other and Operating Expenses Cost of materials and other includes (i) all costs of purchased refined products, additives and related transportation of such products, (ii) 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, (iii) the cost of pipeline capacity leased from a third-party, and (iv) gains and losses related to our commodity hedging activities. Operating expenses include the costs associated with the operation of owned terminals and pipelines and terminalling expense 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 consolidated statement of income and disclosed by reportable segment in Note 15. Deferred Financing Costs Deferred financing costs are included in other non-current assets in the accompanying consolidated balance sheets and represent expenses related to issuing and amending our revolving credit facility. Deferred financing costs associated with our 6.750 % Senior Notes are included as a reduction to the associated debt balance in the accompanying consolidated balance sheets. These costs represent expenses related to issuing the senior notes. These amounts are amortized ratably over the remaining term of the respective financing and are included in interest expense in the accompanying consolidated statements of income and comprehensive income. F-13 Notes to Consolidated Financial Statements 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. We lease primarily transportation equipment. Our leases do not have any outstanding renewal options. Certain leases also include options to purchase the leased equipment. Certain of our lease agreements include rates based on equipment usage. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. 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. We calculate 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 record 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. Income Taxes We are not a taxable entity for federal income tax purposes or the income taxes of those states that follow the federal income tax treatment of partnerships. Instead, for purposes of these income taxes, each partner of the Partnership is required to take into account its share of items of income, gain, loss and deduction in computing its federal and state income tax liabilities, regardless of whether cash distributions are made to such partner by the Partnership. The taxable income reportable to each partner takes into account differences between the tax basis and fair market value of our assets and financial reporting bases of assets and liabilities, the acquisition price of such partner's units and the taxable income allocation requirements under the Partnership's Second Amended and Restated Agreement of Limited Partnership, as amended (the "Partnership Agreement"). We are subject to income taxes in certain states that do not follow the federal tax treatment of Partnerships. These taxes are accounted for under the provisions of ASC 740, Income Taxes ("ASC 740"). This statement generally requires the Partnership to record deferred income taxes for the differences between the book and tax bases 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. U.S. GAAP requires management to evaluate uncertain tax positions taken by the Partnership. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the Internal Revenue Service. Management has analyzed the tax positions taken by the Partnership, and has concluded that there are no uncertain positions taken or expected to be taken. The Partnership is subject to routine audits by taxing jurisdictions . Equity Based Compensation Our general partner provides equity-based compensation to officers, directors and employees of our general partner or its affiliates, and certain consultants, affiliates of our general partner or other individuals who perform services for us, which may include unit options, restricted units, phantom units, unit appreciation rights, distribution equivalent rights, other unit-based awards and unit awards. The fair value of our phantom units is determined based on the closing market price of our common units on the grant date. The estimated fair value of our phantom units is amortized over the vesting period using the straight line method. Awards vest over one - to five -year service periods, unless such awards are amended in accordance with the LTIP (as defined in Note 13). It is our practice to issue new units when phantom units vest. Net Income per Limited Partner Unit Basic net income per unit applicable to limited partners is computed by dividing limited partners’ interest in net income by the weighted-average number of outstanding common units. Prior to August 13, 2020, we had more than one class of participating securities and used the two class method to calculate the net income per unit applicable to the limited partners. The classes of participating units prior to August 13, 2020 consisted of limited partner units, general partner units and IDRs. Pursuant to the IDR Restructuring Transaction, the IDRs were eliminated and the 2.0 % general partner economic interest was converted to a non-economic general partner interest. Effective August 13, 2020, the common limited partner units are the only participating security for cash distributions. Refer to Notes 6 and 12 for further discussion. Diluted net income per unit applicable to common limited partners includes the effects of potentially dilutive units on our common units. As of December 31, 2020, the only potentially dilutive units outstanding consist of unvested phantom units. F-14 Notes to Consolidated Financial Statements Comprehensive Income Comprehensive income for the years ended December 31, 2020, 2019 and 2018 was equivalent to net income. Sales, Use and Excise Taxes The Partnership'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 on behalf of a customer. New Accounting Pronouncements Adopted During 2020 ASU 2018-13, Fair Value Measurement - Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the Financial Accounting Standards Board (the "FASB") issued guidance related to disclosure requirements for fair value measurements. The pronouncement eliminates, modifies and adds disclosure requirements for fair value measurements. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. We adopted this guidance on January 1, 2020 and the adoption did not have a material impact on our business, financial condition or results of operations. ASU 2016-13, Financial Instruments - Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued guidance requiring the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Organizations will now use forward-looking information to better inform their credit loss estimates. This guidance is effective for interim and annual periods beginning after December 15, 2019. We adopted this guidance on January 1, 2020 using the modified retrospective approach as of the adoption date. The adoption did not have a material impact on the Partnership’s operating results, financial position or disclosures. ASU 2018-15, Intangible - Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In August 2018, the FASB issued guidance related to customers' accounting for implementation costs incurred in a cloud computing arrangement that is considered a service contract. This pronouncement aligns the requirements for capitalizing implementation costs in such arrangements with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Entities can choose to adopt the new guidance prospectively or retrospectively. We adopted this guidance on January 1, 2020 and elected the prospective method. The adoption did not have a material impact on the Partnership's financial condition or results of operations. New Accounting Pronouncements Not Yet Adopted ASU 2019-12, Simplifying the Accounting for Income Taxes In December 2019, the FASB issued guidance which is intended to simplify various aspects related to accounting for income taxes, eliminate certain exceptions within Accounting Standard Codification ("ASC") 740 and clarify certain aspects of the current guidance to promote consistency among reporting entities. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020. We expect to adopt this guidance on the effective date and do not expect adopting this new guidance will have a material impact on our business, financial condition and results of operations. ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 In January 2020, the FASB issued ASU 2020-01 which is intended to clarify interactions between the guidance to account for certain equity securities under Topics 321, 323 and 815, and improve current GAAP by reducing diversity in practice and increasing comparability of accounting. The pronouncement is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020. We expect to adopt this guidance on the effective date and do not expect adopting this new guidance will have a material impact on our business, financial condition and results of operations. ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848) In March 2020, the FASB issued an amendment which is intended to provide temporary optional expedients and exceptions to GAAP guidance on contracts, hedge accounting and other transactions affected by the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank rates. This guidance is effective for all entities any time beginning on March 12, 2020 through December 31, 2022 and may be applied from the beginning of an interim period that includes the issuance date of the ASU. The Partnership is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures. F-15 3. Acquisitions Trucking Assets Acquisition Effective May 1, 2020, the Partnership, through its wholly-owned subsidiary DKL Transportation, LLC, acquired Delek Trucking, LLC consisting of certain leased and owned tractors and trailers and related assets from Delek Holdings. The total consideration was approximately $ 48.0 million in cash. We financed this acquisition with a combination of cash on hand and borrowings under the DKL Credit Facility (as defined in Note 7). The Trucking Assets are recorded in our pipelines and transportation segment and include approximately 150 trucks and trailers, which are primarily leased or owned, respectively. In connection with the closing of the transaction, Delek Holdings, the Partnership and various of their respective subsidiaries entered into a Transportation Services Agreement (the “Trucking Assets TSA Agreement”). Under the Trucking Assets TSA Agreement, the Partnership will gather, coordinate pickup of, transport and deliver petroleum products for Delek Holdings, as well as provide ancillary services as requested. The transaction and related agreements were approved by the Conflicts Committee of the Partnership's general partner, which is comprised solely of independent directors. See Note 3 for more detailed descriptions of these agreements. The Trucking Assets Acquisition was considered a transaction between entities under common control. Accordingly, the Trucking Assets were recorded at amounts based on Delek Holdings' historical carrying value as of the acquisition date. The carrying value of the Trucking Assets as of the acquisition date was $ 13.3 million, consisting of $ 0.5 million of owned assets and $ 12.8 million Right of Use asset for leased assets. The Right of Use asset offsets with an equivalent operating lease liability. Prior periods have not been recast as these assets do not constitute a business in accordance with Accounting Standard Update 2017-01, Clarifying the Definition of a Business ("ASU 2017-01"). We capitalized approximately $ 0.3 million of acquisition costs related to the Trucking Assets Acquisition. Big Spring Gathering Assets Acquisition Effective March 31, 2020, the Partnership, through its wholly-owned subsidiary DKL Permian Gathering, LLC, acquired the Big Spring Gathering Assets from Delek Holdings, located in Howard, Borden and Martin Counties, Texas. The total consideration was subject to certain post-closing adjustments and was comprised of $ 100.0 million in cash and 5.0 million of our common limited partner units (the "Additional Units"). We financed the cash component of this acquisition with borrowings from the DKL Credit Facility. The Big Spring Gathering Assets are recorded in our pipelines and transportation segment and include: • Crude oil pipelines; • Approximately 200 miles of gathering systems; • Approximately 65 Tank battery connections; • Terminals (total storage of approximately 650,000 bbls); and • Applicable rights-of-way. In connection with the closing of the transaction, Delek Holdings, the Partnership and various of their respective subsidiaries entered into a Throughput and Deficiency Agreement (the “Big Spring T&D Agreement”). Under the Big Spring T&D Agreement, the Partnership will operate and maintain the Big Spring Gathering Assets connecting Delek Holdings' interests in and to certain crude oil with the Partnership's Big Spring, Texas terminal and provide gathering, transportation and other related services with respect to any and all crude produced from shipper’s and certain other producers’ respective interests for delivery at the Big Spring Terminal. The transaction and related agreements were approved by the Conflicts Committee of the Partnership's general partner, which is comprised solely of independent directors. See Note 3 for more detailed descriptions of these agreements. The Big Spring Gathering Assets Acquisition was considered a transaction between entities under common control. Accordingly, the Big Spring Gathering Assets were recorded at amounts based on Delek Holdings' historical carrying value as of the acquisition date. The carrying value of the Big Spring Gathering Assets as of the acquisition date was $ 209.5 million. Pursuant to the common control guidance, the 5.0 million units issued (which had a closing market price of $ 9.10 per unit on the transaction date) were recorded in equity at $ 109.5 million, representing the net carrying value of the Big Spring Gathering Assets purchased of $ 209.5 million less the $ 100.0 million cash consideration. Prior periods have not been recast as these assets do not constitute a business in accordance with ASU 2017-01. We capitalized approximately $ 0.7 million of acquisition costs related to the Big Spring Gathering Assets Acquisition. Big Spring Logistics Assets Acquisition Effective March 1, 2018, the Partnership, through its wholly-owned subsidiary DKL Big Spring, LLC, acquired the Big Spring Logistics Assets from Delek Holdings, which are primarily located at or adjacent to the Big Spring Refinery. The total purchase price was $ 170.8 million, financed through borrowings under the Partnership’s revolving credit facility. The Big Spring Logistics Assets include (i) approximately 70 storage tanks and certain ancillary assets (such as tank pumps and piping) primarily located adjacent to the Big Spring F-16 Refinery, (ii) an asphalt terminal and a light products terminal, (iii) certain crude oil and refined product pipelines and (iv) other logistics assets, such as 4 underground saltwells used for natural gas liquids storage. In connection with the closing of the transaction, Delek Holdings, the Partnership and various of their respective subsidiaries entered into and amended certain existing contracts, including entering into new pipelines, storage and throughput facilities and asphalt services agreements. The transaction and related agreements were approved by the Conflicts Committee of the Partnership's general partner, which is comprised solely of independent directors. See Note 4 for more detailed descriptions of these agreements. The Big Spring Logistics Assets Acquisition was considered a transaction between entities under common control. Accordingly, the Big Spring Logistics Assets were recorded at amounts based on Delek Holdings' historical carrying value as of the acquisition date. The excess of the cash paid over the historical carrying value of the assets acquired from Delek Holdings amounted to $ 98.8 million and was recorded as a reduction in equity. The historical carrying value of the Big Spring Logistics Assets as of the acquisition date was $ 72.0 million, which is net of $ 0.8 million of assumed asset retirement obligations. Prior periods have not been recast, as these assets did not constitute a business in accordance with ASU 2017-01. We capitalized approximately $ 0.4 million of acquisition costs related to the Big Spring Logistics Assets Acquisition. Marketing Contract Intangible Acquisition Additionally, concurrent with the Big Spring Logistics Assets Acquisition, Delek Holdings, the Partnership and various of their respective subsidiaries entered into a new marketing agreement, whereby the Partnership markets certain refined products produced at or sold from the Big Spring Refinery to various customers in return for a marketing fee (the "Marketing Contract Intangible Acquisition"). We recorded a related contract intangible asset in the amount of $ 144.2 million based on the amount paid to enter into the contract, which represents the fair value of the intangible asset. The contract intangible asset is amortized over a twenty year period as a component of net revenues from affiliates. The total consideration paid was financed through borrowings under the Partnership's revolving credit facility. This transaction and related marketing agreement were approved by the Conflicts Committee of the board of the Partnership's general partner, which is comprised solely of independent directors. See Note 4 for a more detailed description of this marketing agreement. 4. Related Party Transactions Commercial Agreements The Partnership has a number of long-term, fee-based commercial agreements with Delek Holdings under which we 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 Delek Holdings. Most of these agreements have an initial term ranging from five to ten years , which may be extended for various renewal terms at the option of Delek Holdings. In November 2017, Delek Holdings opted to renew certain of these agreements for subsequent five-year terms expiring in November 2022. In the case of our marketing agreement with Delek Holdings in respect to the Tyler Refinery, the initial term has been extended through 2026. The current term of certain of our agreements with Delek Holdings were required to be further extended pursuant to the amended and restated DKL Credit Facility (as defined in Note 11), which extensions were effective in the fourth quarter of 2018. The fees under each agreement are payable to us monthly by Delek Holdings or certain third parties to whom Delek Holdings has assigned certain of its rights and are generally subject to increase or decrease on July 1 of each year, by the amount of any change in various inflation-based indices, including the Federal Energy Regulatory Commission (the "FERC") oil pipeline index or various iterations of the consumer price index ("CPI") and the producer price index ("PPI"); provided, however, that in no event will the fees be adjusted below the amount initially set forth in the applicable agreement. In most circumstances, if Delek Holdings or the applicable third party assignee fails to meet or exceed the minimum volume or throughput commitment during any calendar quarter, Delek Holdings, and not any third party assignee, will be required to make a quarterly shortfall payment to us equal to the volume of the shortfall multiplied by the applicable fee, subject to certain exceptions as specified in the applicable agreement. With the exception of the Big Spring T&D Agreement executed in March 2020, carry-over of any volumes or revenue in excess of such commitment to any subsequent quarter is not permitted. Under each of these agreements, we are required to maintain the capabilities of our pipelines and terminals, such that Delek Holdings may throughput and/or store, as the case may be, specified volumes of crude oil, intermediate and refined products. To the extent that Delek Holdings is prevented by our failure to maintain such capacities from throughputting or storing such specified volumes for more than 30 days per year, Delek Holdings' minimum throughput commitment will be reduced proportionately and prorated for the portion of the quarter during which the specified throughput capacity was unavailable, and/or the storage fee will be reduced, prorated for the portion of the month during which the specified storage capacity was unavailable. Such reduction would occur even if actual throughput or storage amounts were below the minimum volume commitment levels. F-17 Notes to Consolidated Financial Statements Our material commercial agreements with Delek Holdings include the following: Asset/Operation Initiation Date Initial/Maximum Term (years) (1) Service Minimum Throughput Commitment (bpd) Fee (/bbl) El Dorado Assets and El Dorado Gathering System (2) : Crude Oil Pipelines (non-gathered) November 2012 5 / 15 Crude oil and refined products transportation 46,000 (3) $ 1.05 (4) Refined Products Pipelines November 2012 5 / 15 40,000 $ 0.12 El Dorado Gathering System November 2012 5 / 15 Crude oil gathering 14,000 $ 2.83 (4) East Texas Crude Logistics System (2) : Crude Oil Pipelines November 2012 5 / 15 Crude oil transportation and storage 35,000 $ 0.50 (5) Storage November 2012 5 / 15 N/A $ 309,892 /month East Texas Marketing November 2012 10 (6) Marketing products for Tyler Refinery 50,000 $ 0.82 (6) Big Sandy Terminal: (2) Refined Products Transportation November 2012 5 / 15 Refined products transportation, dedicated terminalling services and storage for the Tyler Refinery 5,000 $ 0.62 Terminalling November 2012 5 / 15 5,000 $ 0.62 Storage November 2012 5 / 15 N/A $ 61,923 /month Tyler Throughput and Tankage (2) : Refined Products Throughput July 2013 8 / 16 Dedicated Terminalling and storage 50,000 $ 0.38 Storage July 2013 8 / 16 N/A $ 894,648 /month Memphis Pipeline June 1, 2018 5 Refined Products Transportation 11,000 $ 1.28 El Dorado Throughput and Tankage (2) : Refined Products Throughput February 2014 8 / 16 Dedicated terminalling and storage 11,000 $ 0.54 Storage February 2014 8 / 16 N/A $ 1,400,478 /month El Dorado Assets Throughput: Light Crude Throughput March 2015 9 / 15 Dedicated Offloading Services N/A (7) $ 1.08 Heavy Crude Throughput March 2015 9 / 15 Dedicated Offloading Services N/A (7) $ 2.43 Pipelines, Storage and Throughput Facilities Agreement (Big Spring Logistics Assets): Crude Oil and Refined Products Throughput March 1, 2018 10 / 15 Pipeline throughput 104,300 $ 0.05 Rail Offloading March 1, 2018 10 / 15 Offloading services 4,500 $ 0.41 Terminalling March 1, 2018 10 / 15 Dedicated Terminalling 29,250 $ 0.68 Storage March 1, 2018 10 / 15 Storage NA $ 1,411,406 /month Asphalt Services Agreement (Big Spring Logistics Assets): Terminalling March 1, 2018 10 / 15 Dedicated Asphalt Terminalling and Storage 1,020 to 2,380 based on seasonality $ 8.52 Storage March 1, 2018 10 / 15 N/A $ 468,703 /month Marketing Agreement (Big Spring Logistics Assets): Marketing Services March 1, 2018 10 / 15 Dedicated Marketing and Selling 65,000 $ 0.51 - $ 0.73 Throughput and Deficiency Agreement (Big Spring Gathering Assets) Gathering System March 31, 2020 10 / 20 Gathering and Transportation Services 120,000 $ 0.70 Re-delivery System March 30, 2020 10 / 20 50,000 $ 0.25 F-18 Notes to Consolidated Financial Statements Pipelines, Throughput and Offloading Facilities Agreement (Big Spring Logistics Assets) Fintex / Magellen Pipeline April 1, 2020 2 Refined Products 20,000 $ 0.63 Crude Oil Offloading January 1, 2020 2 Crude Oil Offloading 15,120 $ 0.90 Storage April 1, 2020 2 Storage N/A $ 240,000 /month LPG Rack January 1, 2020 2 Truck Unloading Facility 4,500 $ 5.00 Transportation Services Agreement Trucking Services May 1, 2020 10 / 14 Transportation Services N/A $ 39,000,000 /Minimum Annual Revenue Commitment (1) Maximum term gives effect to the extension of the commercial agreement pursuant to the terms thereof. (2) The current term of the agreement was extended through March 31, 2024 in connection with the amendment and restatement of the DKL Credit Facility (as defined in Note 11). While the current terms of the agreement were extended, the upcoming renewal terms were reduced. Therefore, the overall duration of the maximum term remains unchanged. (3) Excludes volumes gathered on the El Dorado Gathering System (the "El Dorado Gathering System"). (4) Volumes gathered on the El Dorado Gathering System will not be subject to an additional fee for transportation on our El Dorado Assets (the "El Dorado Assets") to the El Dorado Refinery. (5) For any volumes in excess of 50,000 bpd, the throughput fee will be $ 0.74 /bbl. (6) For any volumes in excess of 50,000 bpd, the throughput fee will be $ 0.78 /bbl. Following the primary term, the marketing agreement automatically renews for a successive one-year term, unless either party provides notice of non-renewal 10 months prior to the expiration of the then-current term. The initial primary term for the marketing agreement has been extended through 2027. (7) The throughput agreement provides for a minimum throughput fee of $ 1.6 million per quarter for throughput of a combination of light and heavy crude. Pursuant to financing arrangements between Delek Holdings and its subsidiaries, Lion Oil Company, LLC, Lion Oil Trading & Transportation, LLC and Alon USA LP, (all hereinafter referred to together as "Delek Holdings"), to which we are not a party, and J. Aron & Company ("J. Aron"), Delek Holdings assigned to J. Aron certain of its rights under our specific terminalling agreements, pipelines, storage and throughput facilities agreements, and asphalt services agreements. Accordingly, even though this is effectively a financing arrangement for Delek Holdings whereby J. Aron sells the product back to Delek Holdings, J. Aron is technically our primary customer under each of these agreements. J. Aron retains these storage and transportation rights for the term of the financing arrangement, which currently runs through December 30, 2022, with J. Aron having the sole discretion to further extend to May 30, 2025, by giving at least six months prior notice to the maturity date. J. Aron pays us for the transportation, throughput and storage services we provide to it. The rights assigned to J. Aron do not alter the obligations of Delek Holding to meet certain throughput minimum volumes under our agreements with respect to the transportation, gathering and storage of crude oil, intermediate and refined products through our facilities, but J. Aron's throughput is credited toward minimum throughput commitments of Delek Holdings. Accordingly, Delek Holdings is responsible for making any shortfall payments incurred under the pipelines and storage agreement or the terminalling agreement which may result from minimum throughputs or volumes not being met. Other Agreements with Delek Holdings In addition to the commercial agreements described above, the Partnership has entered into the following agreements with Delek Holdings: Omnibus Agreement The Partnership entered into an omnibus agreement with Delek Holdings, our general partner, Delek Logistics Operating, LLC, Lion Oil Company, LLC and certain of the Partnership’s and Delek Holdings' other subsidiaries on November 7, 2012, which has been amended from time to time in connection with acquisitions from Delek Holdings (collectively, as amended, the "Omnibus Agreement"). The Omnibus Agreement governs the provision of certain operational services and reimbursement obligations, among other matters, between the Partnership and Delek Holdings, and obligates us to pay an annual fee of $ 4.7 million to Delek Holdings for its provision of centralized corporate services to the Partnership. Pursuant to the terms of the Omnibus Agreement, we were reimbursed by Delek Holdings for certain capital expenditures in the amount of $ 0.6 million, $ 3.7 million and $ 5.0 million during the years ended December 31, 2020, 2019 and 2018, respectively. These amounts are recorded in other long-term liabilities and are amortized to revenue over the life of the underlying revenue agreement corresponding to the asset. Additionally, we are reimbursed or indemnified, as the case may be, for costs incurred in excess of certain amounts related to certain asset failures, pursuant to the terms of the Omnibus Agreement. As of December 31, 2020 and 2019, we have recorded a nominal receivable from related parties for these matters for which we expect to be reimbursed. These reimbursements are recorded as reductions F-19 Notes to Consolidated Financial Statements to operating expenses. We were reimbursed $ 0.1 million, $ 6.3 million and $ 8.2 million for these matters during the year ended December 31, 2020, 2019 and 2018, respectively. Other Agreements Our general partner operates our business on our behalf and is entitled under our Partnership Agreement to be reimbursed for the cost of providing those services, which include certain labor related costs. We and our subsidiaries paid Delek Holdings approximately $ 29.4 million, $ 25.0 million and $ 21.1 million pursuant to the Partnership Agreement during the years ended December 31, 2020, 2019 and 2018, respectively. These amounts are included in operating expenses in the accompanying consolidated statements of income and comprehensive income. Other Transactions The Partnership manages a long-term capital project on behalf of Delek Holdings pursuant to a construction management and operating agreement (the "DPG Management Agreement") for the construction of a 250-mile gathering system in the Permian Basin. The majority of the gathering system has been constructed, however, additional costs pertaining to a pipeline connection that was not acquired by the Partnership continue to be incurred and are still subject to the terms of the DPG Management Agreement. The Partnership is also considered the operator for the project and is responsible for oversight of the project design, procurement and construction of project segments and provides other related services. Pursuant to the terms of the DPG Management Agreement, the Partnership receives a monthly operating services fee and a construction services fee, which includes the Partnership's direct costs of managing the project plus an additional percentage fee of the construction costs of each project segment. The agreement extends through December 2022. Total fees paid to the Partnership were $ 2.0 million and $ 6.1 million for the years ended December 31, 2020 and 2019, respectively, which are recorded in affiliate revenue in our consolidated statements of income. Additionally, the Partnership incurs the costs in connection with the construction of the assets and is subsequently reimbursed by Delek Holdings. Amounts reimbursable by Delek Holdings are recorded in accounts receivable from related parties. Unregistered Sale of Equity Securities In connection with the Partnership's issuance of the common limited partner units under the Big Spring Gathering Assets Acquisition and in accordance with the Partnership's First Amended and Restated Agreement of Limited Partnership, as amended (the "Partnership Agreement"), the Partnership issued general partner units to the general partner in an amount necessary to maintain its 2% general partner interest as defined in the Partnership Agreement. The sale and issuance of the Additional Units and such general partner units in connection with the Big Spring Gathering Assets Acquisition is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Additionally, in March 2020, Delek Marketing & Supply, LLC ("Delek Marketing") repurchased 451,822 common limited partner units from an unaffiliated investor pursuant to a Common Unit Purchase Agreement between Delek Marketing and such investor. The purchase price of the units amounted to approximately $ 5.0 million. As a result of the transaction, Delek Holdings' ownership in our common limited partner units increased to 64.5 % from 62.6 %. Delek Holdings' ownership in our common limited partner units was further increased to 70.5 % as a result of the issuance of 5.0 million Additional Units in connection with the Big Spring Gathering Assets Acquisition described above. In August 2020, Delek Holdings ownership in our common limited partner units was further increased to approximately 80.0 % in connection with the IDR Restructuring Transaction, when the Partnership issued 14.0 million of the Partnership's newly issued common limited partner units to Delek Holdings. Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of Delek Logistics Partners, LP On March 31, 2020, in connection with the completion of the Big Spring Gathering Assets Acquisition, the Board of the general partner adopted Amendment No. 2 (“Amendment No. 2”) to the Partnership Agreement, effective upon adoption. Amendment No. 2 amended the Partnership Agreement to provide for a waiver of distributions in respect of the Incentive Distribution Rights ("IDRs") for General Partner Additional Units ("GP Additional Units") associated with the 5.0 million Additional Units for at least two years, through at least the distribution for the quarter ending March 31, 2022 ( the “IDR Waiver”). The IDR Waiver essentially reduced the distribution made to the holders of the IDRs during this period, as the holders would not receive a share of the distribution made on the GP Additional Units. Subsequently, the IDRs were eliminated in the IDR Restructuring Transaction on August 13, 2020. Conversion of GP Economic Interest and Elimination of IDRs On August 13, 2020, we closed the transaction contemplated by a definitive exchange agreement with Delek Holdings to eliminate all of the IDRs held by the general partner and convert the 2 % general partner economic interest into a non-economic general partner interest, all in exchange for 14.0 million of the Partnership's newly issued common limited partner units and $ 45.0 million cash. Contemporaneously, Delek Holdings purchased a 5.2 % ownership interest in our general partner from certain affiliates who were also members of our general partner's management and board of directors. Delek Holdings now owns 100 % interest in the general partner and owns approximately F-20 Notes to Consolidated Financial Statements 34.7 million common limited partner units, representing approximately 80 % of the Partnership's outstanding common limited partner units. To implement the transaction, our Partnership Agreement was amended and restated. Summary of Transactions Revenues from affiliates consist primarily of revenues from gathering, transportation, storage, offloading, Renewable Identification Numbers, wholesale marketing and products terminalling services provided primarily to Delek Holdings based on regulated tariff rates or contractually based fees and product sales. Affiliate operating expenses are primarily comprised of amounts we reimburse Delek Holdings, or our general partner, as the case may be, for the services provided to us under the Partnership Agreement. These expenses could also include reimbursement and indemnification amounts from Delek Holdings, as provided under the Omnibus Agreement. Additionally, the Partnership is required to reimburse Delek Holdings for direct or allocated costs and expenses incurred by Delek Holdings on behalf of the Partnership and for charges Delek Holdings incurred for the management and operation of our logistics assets, including an annual fee for various centralized corporate services, which are included in general and administrative expenses. In addition to these transactions, we purchase refined products and bulk biofuels from Delek Holdings, the costs of which are included in cost of materials and other. A summary of revenue, purchases from affiliates and expense transactions with Delek Holdings and its affiliates are as follows (in thousands): Year Ended December 31, 2020 2019 2018 Revenues $ 382,666 $ 261,014 $ 240,809 Purchases from Affiliates $ 205,581 $ 285,539 $ 349,089 Operating and maintenance expenses $ 43,985 $ 49,904 $ 36,182 General and administrative expenses $ 12,557 $ 7,977 $ 8,250 Quarterly Cash Distribution Prior to August 13, 2020, our common and general partner unitholders and the holders of IDRs were entitled to receive quarterly distributions of available cash as it was determined by the board of directors of our general partner in accordance with the terms and provisions of our Partnership Agreement. Pursuant to the IDR Restructuring Transaction on August 13, 2020, the general partner will no longer receive any cash distributions. During the years ended December 31, 2020, 2019 and 2018, we paid quarterly cash distributions of $ 136.8 million, $ 113.7 million and $ 97.7 million, respectively, of which $ 105.3 million, $ 83.0 million and $ 70.1 million, respectively, were paid to Delek Holdings and our general partner. On January 22, 2021, our board of directors declared a quarterly cash distribution totaling $ 39.5 million based on the available cash as of the date of determination for the end of the fourth quarter of 2020. The distribution was paid on February 9, 2021 to unitholders of record on February 2, 2021, of which $ 31.6 million was paid to Delek Holdings . 5. Revenues We generate revenue by charging fees for gathering, transporting, offloading and storing crude oil; for storing intermediate products and feed stocks; for distributing, transporting and storing refined products; for marketing refined products output of Delek Holdings' Tyler and Big Spring refineries; and for wholesale marketing in the West Texas area. A significant portion of our revenue is derived from long-term commercial agreements with Delek Holdings, which provide for annual fee adjustments for increases or decreases in the CPI, PPI or the FERC index (refer to Note 4 for a more detailed description of these agreements). In addition to the services we provide to Delek Holdings, we also generate substantial revenue from crude oil, intermediate and refined products transportation services for, and terminalling and marketing services to, third parties primarily in Texas, New Mexico, Tennessee and Arkansas. Certain of these services are provided pursuant to contractual agreements with third parties. Payment terms require customers to pay shortly after delivery and do not contain significant financing components. Delek Holdings, directly or indirectly, accounted for 67.4 %, 44.8 % and 36.6 % of our total revenues for the years ended December 31, 2020, 2019 and 2018, respectively. Sunoco LP accounted for 5.6 %, 14.5 % and 15.9 % of our total revenues for the years ended December 31, 2020, 2019 and 2018, respectively. The majority of our commercial agreements with Delek Holdings meet the definition of a lease because: (1) performance of the contracts is dependent on specified property, plant or equipment and (2) it is remote that one or more parties other than Delek Holdings will take more than a minor amount of the output associated with the specified property, plant or equipment. As part of our adoption of ASC 842, Leases ("ASC 842"), we applied the permitted practical expedient to not separate lease and non-lease components under the predominance principle to designated asset classes associated with the provision of logistics services. We have determined that the predominant component of the related agreements currently in effect is the lease component. Therefore, the combined component is accounted for F-21 Notes to Consolidated Financial Statements under the applicable lease accounting guidance. Of our $ 464.8 million net property, plant, and equipment balance as of December 31, 2020, $ 396.8 million is subject to operating leases under our commercial agreements. These agreements do not include options for the lessee to purchase our leased assets, nor do they include any material residual value guarantees or material restrictive covenants. The following table represents a disaggregation of revenue for each reportable segment for the periods indicated (in thousands): Year Ended December 31, 2020 Pipelines and Transportation Wholesale Marketing and Terminalling Consolidated Service Revenue - Third Party $ 17,596 $ 634 $ 18,230 Service Revenue - Affiliate 17,768 33,632 51,400 Product Revenue - Third Party — 162,522 162,522 Product Revenue - Affiliate — 71,178 71,178 Lease Revenue - Affiliate (1) 216,105 43,983 260,088 Total Revenue $ 251,469 $ 311,949 $ 563,418 (1) Net of $ 7.2 million of amortization expense for the year ended December 31, 2020, related to a customer contract intangible asset recorded in the wholesale marketing and terminalling segment. Year Ended December 31, 2019 Pipelines and Transportation Wholesale Marketing and Terminalling Consolidated Service Revenue - Third Party $ 23,107 $ 623 $ 23,730 Service Revenue - Affiliate — 35,208 35,208 Product Revenue - Third Party — 299,248 299,248 Product Revenue - Affiliate — 31,941 31,941 Lease Revenue - Affiliate (1) 155,211 38,654 193,865 Total Revenue $ 178,318 $ 405,674 $ 583,992 (1) Net of $ 7.2 million of amortization expense for the year ended December 31, 2019, related to a customer contract intangible asset recorded in the wholesale marketing and terminalling segment. As of December 31, 2020, we expect to recognize approximately $ 1.5 billion in lease revenues related to our unfulfilled performance obligations pertaining to the minimum volume commitments and capacity utilization under the non-cancelable terms of our commercial agreements with Delek Holdings. Most of these agreements have an initial term ranging from five to ten years, which may be extended for various renewal terms. We disclose information about remaining performance obligations that have original expected durations of greater than one year. Our unfulfilled performance obligations as of December 31, 2020 were as follows (in thousands): 2021 $ 269,181 2022 251,043 2023 241,631 2024 166,697 2025 and thereafter 589,715 Total expected revenue on remaining performance obligations $ 1,518,267 F-22 Notes to Consolidated Financial Statements 6. Net Income Per Unit Basic net income per unit applicable to limited partners is computed by dividing limited partners' interest in net income by the weighted-average number of outstanding common units. Prior to August 13, 2020, we had more than one class of participating securities and used the two class method to calculate the net income per unit applicable to the limited partners. The classes of participating units prior to August 13, 2020 consisted of limited partner units, general partner units and IDRs. Pursuant to the IDR Restructuring Transaction, the IDRs were eliminated and the 2 % general partner economic interest was converted to a non-economic general partner interest. Effective August 13, 2020, the common limited partner units are the only participating security for cash distributions. Refer to Note 12 - Equity for a discussion of the elimination of the IDRs and conversion of the 2 % general partner economic interest effective August 13, 2020. The two-class method was based on the weighted-average number of common units outstanding during the period. Basic net income per unit applicable to limited partners was computed by dividing limited partners’ interest in net income, after deducting our general partner’s 2 % interest and IDRs, by the weighted-average number of outstanding common units. Our net income was allocated to our general partner and limited partners in accordance with their respective partnership percentages after giving effect to priority income allocations for IDRs, which are held by our general partner pursuant to our Partnership Agreement. Earnings in excess of distributions were allocated to our general partner and limited partners based on their respective ownership interests. The IDRs were paid following the close of each quarter. As discussed in Note 4 - Related Party Transactions, pursuant to Amendment No. 2 to the Partnership Agreement, an agreement was reached for a waiver of distributions in respect of the IDRs for the GP Additional Units associated with the 5.0 million Additional Units issued in connection with the Big Spring Gathering Assets Acquisition for at least two years, through at least the distribution for the quarter ending March 31, 2022. The IDR Waiver essentially reduced the distribution made to the holders of the IDRs during this period, as the holders would not receive a share of the distribution made on the GP Additional Units. An additional waiver letter was signed that waived all of the distributions for the first quarter of 2020 on the Additional Units with respect to base distributions and the IDRs. Refer to Note 4 for additional details. Subsequently, the IDRs were eliminated in the IDR Restructuring Transaction on August 13, 2020. Diluted net income per unit applicable to common limited partners includes the effects of potentially dilutive units on our common units. As of December 31, 2020, the only potentially dilutive units outstanding consist of unvested phantom units. Our distributions earned with respect to a given period are declared subsequent to quarter end. Therefore, the table below represents total cash distributions applicable to the period in which the distributions are earned. The date of distribution for the distributions earned during the quarterly period ended December 31, 2020 is February 9, 2021. The calculation of net income per unit is as follows (dollars in thousands, except units and per unit amounts): F-23 Notes to Consolidated Financial Statements Year Ended December 31, 2020 2019 2018 Net income attributable to partners $ 159,256 $ 96,749 $ 90,182 Less: General partner's distribution (including IDRs) (1) 18,618 33,492 25,777 Less: Limited partners' distribution 127,070 83,873 76,113 Earning in excess (deficit) of distributions $ 13,568 $ ( 20,616 ) $ ( 11,708 ) General partner's earnings: Distributions (including IDRs) (1) $ 18,618 $ 33,492 $ 25,777 Allocation of earnings in excess (deficit) of distributions 106 ( 412 ) ( 234 ) Total general partner's earnings $ 18,724 $ 33,080 $ 25,543 Limited partners' earnings on common units: Distributions $ 127,070 $ 83,873 $ 76,113 Allocation of earnings in excess (deficit) of distributions 13,462 ( 20,204 ) ( 11,474 ) Total limited partners' earnings on common units $ 140,532 $ 63,669 $ 64,639 Weighted average limited partner units outstanding: Common units - basic 33,594,284 24,413,294 24,390,286 Common units - diluted 33,597,418 24,418,641 24,396,881 Net income per limited partner unit: Common - basic $ 4.18 $ 2.61 $ 2.65 Common - diluted (2) $ 4.18 $ 2.61 $ 2.65 (1) Prior to August 13, 2020, general partner distributions (including IDRs) consist of the 2 % general partner interest and IDRs, which represent the right of the general partner to receive increasing percentages of quarterly distributions of available cash from operating surplus in excess of 0.43125 per unit per quarter. In connection with the IDR Restructuring Transaction on August 13, 2020, the IDRs were eliminated and the general partner interest became a non-economic general partner interest. See Note 12 for further discussion related to IDRs. (2) There were 5,201 and 1,776 outstanding common unit equivalents excluded from the diluted earnings per unit calculation during both years ended December 31, 2020 and 2018. There were no outstanding common unit equivalents excluded from the diluted earnings per unit calculation for the year ended December 31, 2019, as these common unit equivalents did not have a dilutive effect under the treasury stock method. 7. Inventory Inventories consisted of $ 3.1 million and $ 12.6 million of refined petroleum products as of December 31, 2020 and 2019, respectively, each of which are net of lower of cost or net realizable value reserve of a nominal amount. Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. We recognize lower of cost or net realizable value charges as a component of cost of materials and other in the consolidated statements of income and comprehensive income. F-24 8. Property, Plant and Equipment Property, plant and equipment, at cost, consist of the following (in thousands): December 31, 2020 2019 Land $ 14,533 $ 4,458 Building and building improvements 2,742 1,853 Pipelines, tanks and terminals 606,116 427,287 Asset retirement obligation assets 2,073 2,073 Other equipment 30,803 16,634 Construction in process 36,015 9,020 Property, plant and equipment 692,282 461,325 Less: accumulated depreciation ( 227,470 ) ( 166,281 ) Property, plant and equipment, net $ 464,812 $ 295,044 Property, plant and equipment, accumulated depreciation and depreciation expense by reporting segment as of and for the years ended December 31, 2020 and 2019 are as follows (in thousands): As of and For the Year Ended December 31, 2020 Pipelines and Transportation Wholesale Marketing and Terminalling Consolidated Property, plant and equipment $ 580,631 $ 111,651 $ 692,282 Less: accumulated depreciation ( 176,020 ) ( 51,450 ) ( 227,470 ) Property, plant and equipment, net $ 404,611 $ 60,201 $ 464,812 Depreciation expense $ 27,682 $ 8,049 $ 35,731 As of and For the Year Ended December 31, 2019 Pipelines and Transportation Wholesale Marketing and Terminalling Consolidated Property, plant and equipment $ 354,429 $ 106,896 $ 461,325 Less: Accumulated depreciation ( 125,771 ) ( 40,510 ) ( 166,281 ) Property, plant and equipment, net $ 228,658 $ 66,386 $ 295,044 Depreciation expense $ 20,803 $ 5,898 $ 26,701 9. Goodwill Goodwill represents the excess of the aggregate purchase price over the fair value of the identifiable net assets acquired and is not amortized. Our goodwill relates to the West Texas assets contributed to us by Delek Marketing & Supply, LLC ("Delek Marketing"), a direct wholly owned subsidiary of Delek Holdings, in connection with our initial public offering and to the purchase price allocation of certain of our third party acquisitions. We perform an annual assessment of whether goodwill retains its value. This assessment is done more frequently if indicators of potential impairment exist. We performed our annual goodwill impairment review in the fourth quarter of 2020, 2019 and 2018. We performed a qualitative assessment for the years ended December 31, 2020, December 31, 2019 and December 31, 2018. In 2020, 2019 and 2018, the annual impairment review resulted in the determination that no indicators of impairment of goodwill were present. Our goodwill in our wholesale marketing and terminalling segment amounted to $ 7.5 million as of December 31, 2020, 2019 and 2018. Our goodwill in our pipelines and transportation segment amounted to $ 4.7 million as of December 31, 2020, 2019 and 2018. F-25 10. Other Intangible Assets Our identifiable intangible assets are as follows (in thousands): Useful Accumulated As of December 31, 2020 Life Gross Amortization Net Intangible assets subject to amortization: Marketing contract 20 144,219 ( 20,431 ) 123,788 Intangible assets not subject to amortization: Rights-of-way assets Indefinite 36,316 36,316 Total $ 180,535 $ ( 20,431 ) $ 160,104 Useful Accumulated As of December 31, 2019 Life Gross Amortization Net Intangible assets subject to amortization: Marketing contract 20 144,219 ( 13,220 ) $ 130,999 Intangible assets not subject to amortization: Rights-of-way assets Indefinite 15,597 15,597 Total $ 159,816 $ ( 13,220 ) $ 146,596 Amortization of intangible assets was $ 7.2 million during both the years ended December 31, 2020 and 2019. Amortization of intangible assets was $ 6.1 million during the year ended December 31, 2018. It is included as a reduction of net revenue on the accompanying consolidated statements of income and comprehensive income. Amortization expense is estimated to be $ 7.2 million for each of the years ended December 31, 2021 through 2025. 11. Long-Term Obligations DKL Credit Facility On September 28, 2018, the Partnership entered into a third amended and restated senior secured revolving credit agreement (hereafter, the "DKL Credit Facility") with Fifth Third Bank ("Fifth Third"), as administrative agent, and a syndicate of lenders with total lender commitments of $ 850.0 million. The DKL Credit Facility contains a dual currency borrowing tranche that permits draw downs in U.S. or Canadian dollars. The DKL Credit Facility also contains an accordion feature whereby the Partnership can increase the size of the credit facility to an aggregate of $ 1.0 billion, subject to receiving increased or new commitments from lenders and the satisfaction of certain other conditions precedent. The obligations under the DKL Credit Facility remain secured by first priority liens on substantially all of the Partnership's and its subsidiaries' tangible and intangible assets. Additionally, Delek Marketing, a subsidiary of Delek Holdings, had provided a limited guaranty of the Partnership's obligations under the DKL Credit Facility. Delek Marketing's guaranty was (i) limited to an amount equal to the principal amount, plus unpaid and accrued interest, of a promissory note made by Delek Holdings in favor of Delek Marketing (the "Holdings Note") and (ii) secured by Delek Marketing's pledge of the Holdings Note to the lenders under the DKL Credit Facility. Effective March 30, 2020, Delek Marketing's limited guaranty and pledge of the Holdings Note was terminated pursuant to a guaranty and pledge release approved by the required lenders under the DKL Credit Facility. In connection with the IDR Restructuring Transaction, the Partnership entered into a First Amendment to the DKL Credit Facility (the "First Amendment") which, among other things, permitted the exchange of the IDRs and the general partner interest in the Partnership for the non-economic general partner interest, the newly issued limited partner interests in the Partnership, plus $ 45.0 million in cash. The First Amendment also modified the total leverage and senior leverage ratios (as defined in the DKL Credit Facility) calculations to reduce the total funded debt (as defined in the DKL Credit Facility) component thereof by the total amount of unrestricted consolidated cash and cash equivalents on the balance sheet of the Partnership and its subsidiaries up to $ 20.0 million. The DKL Credit Facility has a maturity date of September 28, 2023. Borrowings denominated in U.S. dollars bear interest at either a U.S. dollar prime rate, plus an applicable margin, or the London Interbank Offered Rate ("LIBOR") plus an applicable margin, at the election of the borrowers. Borrowings denominated in Canadian dollars bear interest at either a Canadian dollar prime rate, plus an applicable margin, or the Canadian Dealer Offered Rate, plus an applicable margin, at the election of the borrowers. F-26 Notes to Consolidated Financial Statements The applicable margin in each case and the fee payable for any unused revolving commitments vary based upon the Partnership's most recent total leverage ratio calculation delivered to the lenders, as called for and defined under the terms of the DKL Credit Facility. At December 31, 2020, the weighted average interest rate for our borrowings under the facility was approximately 2.44 %. Additionally, the DKL Credit Facility requires us to pay a leverage ratio dependent quarterly fee on the average unused revolving commitment. As of December 31, 2020, this fee was 0.35 % per year. As of December 31, 2020, we had $ 746.6 million of outstanding borrowings under the DKL Credit Facility, with no letters of credit in place. Unused credit commitments under the DKL Credit Facility as of December 31, 2020 were $ 103.4 million. 6.750% Senior Notes Due 2025 On May 23, 2017, the Partnership and Delek Logistics Finance Corp., a Delaware corporation and a wholly owned subsidiary of the Partnership (“Finance Corp.” and together with the Partnership, the “Issuers”), issued $ 250.0 million in aggregate principal amount of 6.75 % senior notes due 2025 (the “2025 Notes”) at a discount. The 2025 Notes are general unsecured senior obligations of the Issuers. The 2025 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's existing subsidiaries (other than Finance Corp., the "Guarantors") and will be unconditionally guaranteed on the same basis by certain of the Partnership’s future subsidiaries. The 2025 Notes rank equal in right of payme nt with all existing and future senior indebtedness of the Issuers, and senior in right of payment to any future subordinated indebtedness of the Issuers. Interest on the 2025 Notes is payable semi-annually in arrears on each May 15 and November 15, commencing November 15, 2017. Beginning on May 15, 2020, th e Issuers may, subject to certain conditions and limitations, redeem all or part of the 2025 Notes at a redemption price of 105.063 % of the redeemed principal for the twelve-month period beginning on May 15, 2020, 103.375 % for the twelve-month period beginning on May 15, 2021, 101.688 % for the twelve-month period beginning on May 15, 2022 and 100.00 % beginning on May 15, 2023 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 Issuers will be obligated to make an offer for the purchase of the 2025 Notes from holders at a price equal to 101 % of the principal amount thereof, plus accrued and unpaid interest. On April 25, 2018, we made an offer to exchange the 2025 Notes and the related guarantees that were validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradeable, as required under the terms of the original indenture. The terms of the exchange notes that were issued in May 2018 as a result of the exchange (also referred to as the "2025 Notes") are substantially identical to the terms of the original 2025 Notes. As of December 31, 2020, we had $ 250.0 million in outstanding principal amount of the 2025 Notes. As of December 31, 2020, the effective interest rate related to the 2025 Notes was approximately 7.45 %. Outstanding borrowings under the 2025 Notes are net of deferred financing costs and debt discount of $ 3.3 million and $ 1.0 million, respectively, as of December 31, 2020. Principal maturities of the Partnership's existing third party debt instruments for the next five years and thereafter are as follows as of December 31, 2020 (in thousands): 2021 2022 2023 2024 2025 Thereafter Total DKL Credit Facility $ — $ — $ 746,600 $ — $ — $ — $ 746,600 2025 Notes $ — $ — $ — $ — $ 250,000 $ — $ 250,000 F-27 Notes to Consolidated Financial Statements 12. Equity We had 8,697,468 common limited partner units held by the public outstanding as of December 31, 2020. Additionally, as of December 31, 2020, Delek Holdings owned an 80.0 % limited partner interest in us, consisting of 34,745,868 common limited partner units. Effective August 13, 2020, the Partnership closed on the IDR Restructuring Transaction, and contemporaneous with this transaction, Delek Holdings purchased a 5.2 % ownership interest in our general partner from certain affiliates, who were also members of our general partner's management and board of directors, at fair market value. Delek Holdings now owns 100 % of the outstanding ownership interest in our general partner. As part of this transaction, we expensed approximately $ 1.1 million of transaction costs. In August 2020, we filed a shelf registration statement with the U.S. Securities and Exchange Commission, which subsequently became effective, for the proposed re-sale or other disposition from time to time by Delek Holdings of up to 14.0 million of our common limited partner units. As of December 31, 2020, we did not sell any securities under this shelf registration statement and we will not receive any proceeds from the sale of securities by Delek Holdings. Equity Activity The table below summarizes the changes in the number of units outstanding from December 31, 2018 through December 31, 2020. Common - Public Common - Delek Holdings General Partner Total Balance at December 31, 2017 9,088,587 15,294,046 497,604 24,880,237 General partner units issued to maintain 2 % interest — — 434 434 Unit-based compensation awards (1) 21,220 — — 21,220 Balance at December 31, 2018 9,109,807 15,294,046 498,038 24,901,891 General partner units issued to maintain 2 % interest — — 444 444 Unit-based compensation awards (1) 21,772 — — 21,772 Balance at December 31, 2019 9,131,579 15,294,046 498,482 24,924,107 General partner units issued to maintain 2 % interest — — 102,196 102,196 Unit-based compensation awards (1) 17,711 — — 17,711 Big Spring Gathering Assets Acquisition equity issuance — 5,000,000 — 5,000,000 Delek Holdings unit purchases from public ( 451,822 ) 451,822 — — General Partner units converted to non-economic general partner interest — — ( 600,678 ) ( 600,678 ) Common limited partner units issued in IDR Restructuring Transaction — 14,000,000 — 14,000,000 Balance at December 31, 2020 8,697,468 34,745,868 — 43,443,336 (1) Unit-based compensation awards are presented net of 926 and 598 units withheld for taxes as of December 31, 2020 and 2018, respectively. There were no units withheld for taxes as of December 31, 2019. Issuance of Additional Securities Our Partnership Agreement authorizes us to issue an unlimited number of additional partnership securities for the consideration and on the terms and conditions determined by our general partner without the approval of the unitholders. Costs associated with the issuance of securities are allocated to all unitholders' capital accounts based on their ownership interest at the time of issuance. Allocations of Net Income Our Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Prior to August 13, 2020, normal allocations were made according to percentage interests after giving effect to priority income allocations in an amount equal to incentive cash distributions allocated 100% to our general partner. Effective August 13, 2020, the IDRs were eliminated and the 2 % general partner economic interest was converted to a non-economic general partner interest that no longer receives cash distributions. The following table presents the allocation of the general partner's interest in net income (in thousands, except percentage of ownership interest): F-28 Notes to Consolidated Financial Statements Year Ended December 31, 2020 2019 2018 Net income attributable to partners $ 159,256 $ 96,749 $ 90,182 Less: General partner's IDRs ( 17,632 ) ( 31,781 ) ( 24,224 ) Net income available to partners $ 141,624 $ 64,968 $ 65,958 General partner's ownership interest 2.0 % 2.0 % 2.0 % General partner's allocated interest in net income 1,092 1,299 1,319 General partner's IDRs 17,632 31,781 24,224 Total general partner's interest in net income $ 18,724 $ 33,080 $ 25,543 Incentive Distribution Rights Effective August 13, 2020, the Partnership closed on the IDR Restructuring Transaction and the general partner no longer receives any cash distributions. Prior to August 13, 2020, our general partner was entitled to 2.0 % of all quarterly distributions that we make prior to our liquidation. Our general partner had the right, but not the obligation, to contribute up to a proportionate amount of capital to us to maintain its current general partner interest. Our general partner held IDRs that entitled it to receive increasing percentages, up to a maximum of 48.0 %, of the cash we distributed from operating surplus (as defined in our Partnership Agreement) in excess of 0.43125 per unit per quarter. The maximum distribution was 48.0 % and did not include any distributions that our general partner or its affiliates may have received on common or general partner units that it owns. As of August 12, 2020, the IDRs held by our general partner were entitled to receive the maximum distribution. Cash Distributions Our Partnership Agreement sets forth the calculation to be used to determine the amount and priority of available cash distributions that our limited partner unitholders and general partner will receive. The cash distributions for periods before August 13, 2020 include distributions to the 2 % general partner interest which was converted to non-economic general partner interest and IDRs which were permanently eliminated. Our distributions earned with respect to a given period are declared subsequent to quarter end. The table below summarizes the quarterly distributions related to our quarterly financial results: Quarter Ended Total Quarterly Distribution Per Limited Partner Unit Total Quarterly Distribution Per Limited Partner Unit, Annualized Total Cash Distribution, including general partner interest and IDRs (in thousands) Date of Distribution Unitholders Record Date December 31, 2018 $ 0.810 $ 3.24 $ 26,949 February 12, 2019 February 4, 2019 March 31, 2019 $ 0.820 $ 3.28 $ 27,438 May 14, 2019 May 7, 2019 June 30, 2019 $ 0.850 $ 3.40 $ 28,914 August 13, 2019 August 5, 2019 September 30, 2019 $ 0.880 $ 3.52 $ 30,379 November 12, 2019 November 4, 2019 December 31, 2019 $ 0.885 $ 3.54 $ 30,634 February 12, 2020 February 4, 2020 March 31, 2020 $ 0.890 $ 3.56 $ 30,878 May 12, 2020 May 5, 2020 June 30, 2020 $ 0.900 $ 3.60 $ 35,969 August 12, 2020 August 7, 2020 September 30, 2020 $ 0.905 $ 3.62 $ 39,308 November 12, 2020 November 6, 2020 December 31, 2020 $ 0.910 $ 3.64 $ 39,533 February 9, 2021 February 2, 2021 F-29 Notes to Consolidated Financial Statements The allocations of total quarterly cash distributions made to general and limited partners for the years ended December 31, 2020, 2019 and 2018 are set forth in the table below. Distributions earned with respect to a given period are declared subsequent to quarter end. Therefore, the table below presents total cash distributions applicable to the period in which the distributions are earned (in thousands, except per unit amounts): Year Ended December 31, 2020 2019 2018 General partner's distributions: General partner's distributions $ 986 $ 1,711 $ 1,553 General partner's IDRs 17,632 31,781 24,224 Total general partner's distributions 18,618 33,492 25,777 Limited partners' distributions: Common limited partners' distributions 127,070 83,873 76,113 Total cash distributions $ 145,688 $ 117,365 $ 101,890 Cash distributions per limited partner unit $ 3.605 $ 3.440 $ 3.120 13. Equity Based Compensation The Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (the "LTIP") was adopted by the Delek Logistics GP, LLC board of directors in connection with the completion of our initial public offering in November 2012. The LTIP is administered by the Conflicts Committee of the board of directors. Equity-based compensation expense is included in general and administrative expenses in the accompanying consolidated statements of income and comprehensive income and is immaterial for the years ended December 31, 2020, 2019 and 2018. See Note 2 for additional information on terms and measurement considerations. 14. Equity Method Investments In May 2019, the Partnership, through its wholly owned indirect subsidiary DKL Pipeline, LLC (“DKL Pipeline”), entered into a Contribution and Subscription Agreement (the “Contribution Agreement”) with Plains Pipeline, L.P. (“Plains”) and Red River Pipeline Company LLC (“Red River”). Pursuant to the Contribution Agreement, DKL Pipeline contributed $ 124.7 million, substantially all of which was financed by borrowings under the DKL Credit Facility, to Red River in exchange for a 33 % membership interest in Red River and DKL Pipeline’s admission as a member of Red River. In addition, we contributed $ 0.4 million of start up capital pursuant to the Amended and Restated Limited Liability Company Agreement. During the third quarter of 2020, Red River, which owns a crude oil pipeline running from Cushing, Oklahoma to Longview, Texas, completed a planned expansion project to increase the pipeline capacity and commenced operations on the completed expansion project on October 1, 2020. We contributed $ 3.5 million related to such expansion project in May 2019. During the year ended December 31, 2020, we made additional capital contributions totaling $ 12.2 million based on capital calls received. Summarized financial information for Red River on a 100% basis is shown below (in thousands): Year Ended Year Ended December 31, 2020 December 31, 2019 Current Assets $ 13,488 $ 9,278 Non-current Assets $ 413,259 $ 381,778 Current liabilities $ 7,789 $ 8,291 Year Ended For the period December 31, 2020 April 24, 2019 - December 31, 2019 Revenues $ 51,001 $ 38,352 Gross profit $ 31,103 $ 25,919 Operating income $ 30,382 $ 25,497 Net income $ 30,404 $ 25,548 F-30 Notes to Consolidated Financial Statements We have two joint ventures that have constructed separate crude oil pipeline systems and related ancillary assets, which are serving third parties and subsidiaries of Delek Holdings. We own a 50 % membership interest in the entity formed with an affiliate of Plains All American Pipeline, L.P. ("CP LLC") to operate one of these pipeline systems and a 33 % membership interest in the entity formed with Rangeland Energy II, LLC ("Rangeland Energy") to operate the other pipeline system. During 2018, Rangeland Energy was acquired by Andeavor and the legal entity in which we have an equity investment became Andeavor Logistics RIO Pipeline LLC ("Andeavor Logistics"). Combined summarized financial information for these two equity method investees on a 100% basis is shown below (in thousands): Year Ended Year Ended December 31, 2020 December 31, 2019 Current assets $ 20,763 $ 29,476 Non-current assets $ 253,862 $ 262,300 Current liabilities $ 1,496 $ 6,391 Non-current liabilities $ — $ 8 Year Ended Year Ended Year Ended December 31, 2020 December 31, 2019 December 31, 2018 Revenues $ 55,482 $ 48,703 $ 35,050 Gross profit $ 36,904 $ 30,473 $ 17,690 Operating income $ 34,951 $ 28,503 $ 12,909 Net Income $ 34,977 $ 28,601 $ 15,701 The Partnership's investments in these three entities were financed through a combination of cash from operations and borrowings under the DKL Credit Facility. As of December 31, 2020 and December 31, 2019, the Partnership's investment balance in these joint ventures was $ 253.7 million and $ 247.0 million, respectively. We do not consolidate any part of the assets or liabilities or operating results of our equity method investees. Our share of net income or loss of the investees will increase or decrease, as applicable, the carrying value of our investments in unconsolidated affiliates. With respect to our equity method investments, we determined that these entities do not represent variable interest entities and consolidation is not required. We have the ability to exercise significant influence over each of these joint ventures through our participation in the management committees, which make all significant decisions. However, since all significant decisions require the consent of the other investor(s) without regard to economic interest, we have determined that we have joint control and have applied the equity method of accounting. Our investment in these joint ventures is reflected in our pipelines and transportation segment. 15. Segment Data We aggregate our operating segments into two reportable segments: (i) pipelines and transportation; and (ii) wholesale marketing and terminalling. Our operating segments adhere to the accounting policies used for our consolidated financial statements. Our operating segments are managed separately because each segment requires different industry knowledge, technology and marketing strategies. Decisions concerning the allocation of resources and assessment of operating performance are made based on this segmentation. Management measures the operating performance of each of its reportable segments based on segment contribution margin. Segment contribution margin is defined as net revenues less cost of materials and other and operating expenses, excluding depreciation and amortization. F-31 Notes to Consolidated Financial Statements The following is a summary of business segment operating performance as measured by contribution margin for the periods indicated (in thousands): Year Ended December 31, 2020 2019 2018 Pipelines and Transportation Net revenues: Affiliate $ 233,873 $ 155,211 $ 138,418 Third party 17,596 23,107 15,149 Total pipelines and transportation 251,469 178,318 153,567 Cost of materials and other 45,934 22,826 19,878 Operating expenses (excluding depreciation and amortization) 42,267 54,827 39,934 Segment contribution margin $ 163,268 $ 100,665 $ 93,755 Capital spending (1) $ 7,631 $ 6,600 $ 6,840 Wholesale Marketing and Terminalling Net revenues: Affiliate (2) $ 148,793 $ 105,803 $ 102,391 Third party 163,156 299,871 401,651 Total wholesale marketing and terminalling 311,949 405,674 504,042 Cost of materials and other 223,160 313,647 409,183 Operating expenses (excluding depreciation and amortization) 14,012 19,330 18,810 Segment contribution margin $ 74,777 $ 72,697 $ 76,049 Capital spending (1) $ 7,818 $ 3,387 $ 4,725 Consolidated Net revenues: Affiliate $ 382,666 $ 261,014 $ 240,809 Third party 180,752 322,978 416,800 Total Consolidated 563,418 583,992 657,609 Cost of materials and other 269,094 336,473 429,061 Operating expenses (excluding depreciation and amortization presented below) 56,279 74,157 58,744 Contribution margin 238,045 173,362 169,804 General and administrative expenses 22,587 20,815 17,166 Depreciation and amortization 35,731 26,701 25,990 Other operating (income) expense, net ( 66 ) 34 891 Operating income $ 179,793 $ 125,812 $ 125,757 Capital spending (1) $ 15,449 $ 9,987 $ 11,565 (1) Capital spending excludes transaction costs capitalized in the amount of $ 0.4 million that relate to the Big Spring Logistics Assets Acquisition for the year ended December 31, 2018. Additionally, capital spending for the year ended December 31, 2020, excludes transaction costs capitalized in the amount of $ 0.3 million that relate to the Trucking Assets Acquisition and $ 0.7 million that relate to the Big Spring Gathering Assets Acquisition. (2) Affiliate revenue for the wholesale marketing and terminalling segment is presented net of amortization expense pertaining to the Marketing Contract Intangible Acquisition. See Note 3 for additional information. F-32 Notes to Consolidated Financial Statements The following table summarizes the total assets for each segment as of December 31, 2020 and 2019 (in thousands). Assets for each segment includes property, plant and equipment, equity method investments, intangible assets and inventory. Year Ended December 31, 2020 2019 Pipelines and transportation $ 723,317 $ 509,666 Wholesale marketing and terminalling 206,918 214,259 Other 26,182 20,522 Total assets $ 956,417 $ 744,447 16. Income Taxes For tax purposes, each partner of the Partnership is required to take into account its share of income, gain, loss and deduction in computing its federal and state income tax liabilities, regardless of whether cash distributions are made to such partner by the Partnership. The taxable income reportable to each partner takes into account differences between the tax basis and fair market value of our assets, the acquisition price of such partner's units and the taxable income allocation requirements under our Partnership Agreement. The Partnership is not a taxable entity for federal income tax purposes. While most states do not impose an entity level tax on partnership income, the Partnership is subject to entity level tax in both Tennessee and Texas. The Partnership does not file a separate Texas tax return. Our results of operations are included in Delek Holdings’ consolidated return. However, the provisions of ASC 740 have been followed as if we were a stand-alone entity. As a result, the Partnership must record deferred income taxes for the differences between book and tax bases of its assets and liabilities based on those states' enacted tax rates and laws that will be in effect when the differences are expected to reverse. As of December 31, 2020 and 2019, the total non-current deferred tax liability was $ 0.6 million and $ 0.2 million, respectively. These amounts are included in other non-current liabilities in our accompanying consolidated balance sheets. The majority component of our non-current deferred tax liabilities as of December 31, 2020 and 2019, respectively, was depreciation and amortization. The difference between the actual income tax expense and the tax expense computed by applying the statutory federal income tax rate to income before income taxes is attributable to the following (in thousands): Year Ended December 31, 2020 2019 2018 State income taxes $ 223 $ 967 $ 534 Income tax expense $ 223 $ 967 $ 534 Income tax expense (benefit) is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Current $ ( 178 ) $ 471 $ 382 Deferred $ 401 496 152 Total $ 223 $ 967 $ 534 Delek Holdings files a consolidated Texas gross margin tax return, and tax payments for the Partnership are paid by Delek Holdings. Therefore, a portion of the current tax payable is included in accounts receivable/payable from related parties. As of both December 31, 2020 and 2019, income taxes payable were immaterial and were included in accounts receivable/payable from related parties in the accompanying consolidated balance sheets. Taxes that are determined on a consolidated basis apply the “benefits for loss” allocation method; thus, tax attributes are realized when used in the combined tax return to the extent that they have been subject to a valuation allowance. We are no longer subject to audit through 2015. We recognize accrued interest and penalties related to unrecognized tax benefits as an adjustment to the current provision for income taxes. There were no uncertain tax positions recorded as of December 31, 2020 or 2019, and there were no interest or penalties F-33 Notes to Consolidated Financial Statements recognized related to uncertain tax positions for the years ended December 31, 2020, 2019 or 2018. We have examined uncertain tax positions for any material changes in the next 12 months and none are expected. 17. 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. See "Crude Oil and Other Releases" below for discussion of an enforcement action. 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 Environmental Protection Agency (the "EPA"), the United States Department of Transportation, 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 and pollution prevention measures, as well as the safe operation of our 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 terminals, pipelines, saltwells, trucks 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 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 we expect that there 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 to comply with existing and new requirements, as well as evolving interpretations and more strict enforcement of existing laws and regulations. Releases of hydrocarbons or hazardous substances into the environment could, to the extent the event is not insured, or is not a reimbursable event under the Omnibus Agreement, subject us to substantial expenses, including costs to respond to, contain and remediate a release, to comply with applicable laws and regulations and to resolve claims by third parties for personal injury, property damage or natural resources damages. 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 year ended December 31, 2020, and there were five releases that occurred throughout the year 2019. Cleanup operations and site maintenance and remediation efforts on these and other releases are at various stages of completion. The majority of the remediation efforts for these releases are substantially completed or have received regulatory closure. With the exception of the Sulphur Springs release defined below, we expect regulatory closure in 2021 for the release sites that have not yet received it. Many of the releases have occurred on our system of common carrier pipelines which gather crude in southern Arkansas and northern Louisiana, and which are primarily located within 60 miles of Delek Holdings’ El Dorado refinery ("El Dorado Gathering System"). During the year ended December 31, 2019, we decommissioned certain sections of the El Dorado Gathering System in an effort to improve the safety and integrity of the system. The decommissioning of these sections was completed in August 2019. The project did not have a material effect on our financial results. Regulatory authorities could require additional remediation based on the results of our remediation efforts. We may incur additional expenses as a result of further scrutiny by regulatory authorities and continued compliance with laws and regulations to which our assets are subject. As of December 31, 2020, we have accrued $ 0.3 million for remediation and other such matters related to these releases. On October 3, 2019, a release of diesel fuel involving one of our pipelines occurred near Sulphur Springs, Texas (the "Sulphur Springs Release"). Cleanup operations and site maintenance and remediation on this release have been substantially completed where such costs incurred totaled $ 7.1 million during 2019. During the year ended December 31, 2020, we incurred approximately $ 0.5 million of additional costs related to final clean-up of this release. Ground water monitoring wells were installed in the third quarter of 2020 and will be monitored quarterly until the site is closed. Additionally, in the third quarter of 2020 we conducted creek bed sediment sampling and the results indicated no issues with the groundwater. In the fourth quarter of 2020 we submitted an actual property assessment report (the F-34 Notes to Consolidated Financial Statements "APAR") that assessed site conditions and recommends closure of the site. We filed suit in January 2020 against a third party contractor, seeking damages related to this release. We have not received notification that any legal action with respect to fines and penalties will be pursued by the regulatory agencies. Expenses incurred for the remediation of these crude oil and other releases are included in operating expenses in our consolidated statements of income and comprehensive income. The majority of our releases have been subsequently reimbursed by Delek Holdings pursuant to the terms of the Omnibus Agreement, with the exception of the Sulphur Springs Release above as it is not covered under the Omnibus Agreement. Reimbursements are recorded as a reduction to operating expense. We do not believe the total costs associated with these events, whether alone or in the aggregate, including any fines or penalties and net of available insurance, indemnification or reimbursement, will have a material adverse effect upon our business, financial condition or results of operations During the years ended December 31, 2020 and 2019, we recorded approximately $ 0.1 million and $ 0.4 million of expense, respectively, which is net of total reimbursable costs of $ 0.1 million and $ 4.8 million for the years ended December 31, 2020 and 2019, respectively, from Delek Holdings pursuant to the terms of the Omnibus Agreement. In March 2013, a release of crude oil occurred from a pumping facility at our Magnolia Station located West of Delek Holdings' El Dorado Refinery (the "Magnolia Release"). On July 13, 2018, the United States Department of Justice (the "DOJ") and the State of Arkansas filed a civil action against two of our wholly-owned subsidiaries, Delek Logistics Operating, LLC and SALA Gathering Systems, LLC, in the United States District Court (the "Court") for the Western District of Arkansas related to the Magnolia Release. In December 2018, the Partnership, the United States and the State of Arkansas reached an agreement to settle the claims related to the Magnolia Release abandoning the demand for a compliance audit at the Magnolia terminal in exchange for settlement payments totaling $ 2.2 million. On November 8, 2019, a consent decree was entered with the Court and on November 20, 2019 final payments were made to the State of Arkansas in the amount of $ 0.6 million and to the DOJ in the amount of $ 1.7 million, which amounts include a nominal amount of interest. 18. Leases We lease certain pipeline and transportation equipment. 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. Our leases do not have any outstanding renewal options. Certain leases also include options to purchase the leased equipment. Certain of our lease agreements include rates based on equipment usage and others include rate inflationary indices based increases. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following table presents additional information related to our operating leases in accordance ASC 842: Year Ended December 31, Year Ended December 31, (in thousands) 2020 2019 Lease Cost (1) Operating lease cost $ 7,478 $ 4,643 Short-term lease cost (2) 1,852 850 Variable lease costs 1,002 — Total lease cost $ 10,332 $ 5,493 Other Information (1) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ ( 7,478 ) $ ( 4,643 ) Leased assets obtained in exchange for new operating lease liabilities $ 26,528 $ 1,285 Leased assets obtained in exchange for new financing lease liabilities $ 5,562 $ — December 31, 2020 December 31, 2019 Weighted-average remaining lease term (years) for operating leases 3.56 4.00 Weighted-average discount rate (3) operating leases 6.0 % — % Weighted-average remaining lease term (years) for finance lease 2.92 0.00 Weighted-average discount rate (3) finance lease 1.8 % — % (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. F-35 Notes to Consolidated Financial Statements The following is an estimate of the maturity of our lease liabilities for operating leases having remaining noncancellable terms in excess of one year as of December 31, 2020 (in thousands) under ASC 842: 2021 $ 7,989 2022 9,896 2023 6,317 2024 5,698 2025 3,601 Thereafter 1,736 Total lease payments $ 35,237 Less: Interest 11,128 Present value of lease liabilities $ 24,109 The following is an estimate of the maturity of our lease liabilities for financing lease having remaining noncancellable terms in excess of one year as of December 31, 2020 (in thousands) under ASC 842: 2021 $ 2,060 2022 1,902 2023 1,585 Total lease payment $ 5,547 Less: Interest 136 Present values of lease liabilities $ 5,411 19. Selected Quarterly Financial Data (Unaudited) Quarterly financial information for the years ended December 31, 2020 and 2019 is summarized below. The quarterly financial information summarized below has been prepared by management and is unaudited (in thousands, except per unit data). For the Three Month Periods Ended March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 Net revenues $ 163,401 $ 117,637 $ 142,268 $ 140,112 Operating income $ 35,042 $ 47,881 $ 51,765 $ 45,105 Net income $ 27,796 $ 44,415 $ 46,328 $ 40,717 Limited partners' interest in net income $ 18,719 $ 34,768 $ 46,328 $ 40,717 Net income per limited partner unit: Common - basic $ 0.76 $ 1.18 $ 1.26 $ 0.94 Common - diluted $ 0.76 $ 1.18 $ 1.26 $ 0.94 For the Three Month Periods Ended March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 Net revenues $ 152,483 $ 155,342 $ 137,556 $ 138,610 Operating income $ 29,111 $ 32,256 $ 34,729 $ 29,715 Net income $ 19,696 $ 24,885 $ 30,530 $ 21,638 Limited partners' interest in net income $ 12,426 $ 16,806 $ 21,635 $ 12,804 Net income per limited partner unit: Common - basic $ 0.51 $ 0.69 $ 0.89 $ 0.52 Common - diluted $ 0.51 $ 0.69 $ 0.89 $ 0.52 F-36 20. Subsequent Events Distribution Declaration On January 22, 2021, our general partner's board of directors declared a quarterly cash distribution of $ 0.910 per unit, paid on February 9, 2021, to unitholders of record on February 2, 2021. F-37 ITEM 16. FORM 10-K SUMMARY None. F-94 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 Logistics Partners, LP by and through its general partner, Delek Logistics GP, LLC By: /s/ Reuven Spiegel Reuven Spiegel Director, Executive Vice President and Chief Financial Officer Dated: March 1, 2021 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 March 1, 2021: /s/ Ezra Uzi Yemin Ezra Uzi Yemin Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) /s/ Reuven Spiegel Reuven Spiegel Director, Executive Vice President and Chief Financial Officer (Principal Financial Officer) /s/ Nilah Staskus Nilah Staskus Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) /s/ Sherri A. Brillon Sherri A. Brillon Director F-95 /s/ Charles J. Brown, III Charles J. Brown, III Director /s/ Francis C. D'Andrea Francis C. D'Andrea Director /s/ Eric D. Gadd Eric D. Gadd Director /s/ Frederec Charles Green Frederec Charles Green Director /s/ Ron W. Haddock Ron W. Haddock Director /s/ Gennifer F. Kelly Gennifer F. Kelly Director F-96