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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 27, 2023
Date of Report (Date of earliest event reported)
DELEK US HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-38142
35-2581557
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
delekglobea40.jpg
310 Seven Springs Way, Suite 500
Brentwood Tennessee
37027
(Address of Principal Executive)
(Zip Code)
(615) 771-6701
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value DK New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    



Item 7.01 Regulation FD Disclosure

Effective November 27, 2023, senior management of Delek US Holdings, Inc. (the “Company”) will begin using the materials included in Exhibit 99.1 to this report (the “Investor Presentation”) in connection with presentations to existing and prospective investors. The Investor Presentation is incorporated into this Item 7.01 by this reference and will also be available on the Company's website at www.delekus.com.

The information in this Item 7.01 is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Item 7.01 of this report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.

Item 9.01     Financial Statements and Exhibits.

(d)    Exhibits.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 27, 2023
DELEK US HOLDINGS, INC


        /s/ Reuven Spiegel
Name: Reuven Spiegel
 Title: Executive Vice President and Chief Financial Officer
(Principal Financial Officer) 


EX-99.1 2 dkinvestorslides-novembe.htm EX-99.1 dkinvestorslides-novembe
Investor Presentation November 2023 Exhibit 99.1


 
Delek Tech 2 Forward Looking Statement Forward Looking Statements: Delek US Holdings, Inc. (“Delek US”) and Delek Logistics Partners, LP (“Delek Logistics”; and collectively with Delek US, “we” or “our”) are traded on the New York Stock Exchange in the United States under the symbols “DK” and ”DKL”, respectively. These slides and any accompanying oral or written presentations contain forward-looking statements within the meaning of federal securities laws that are based upon current expectations and involve a number of risks and uncertainties. Statements concerning current estimates, expectations and projections about future results, performance, prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. Words such as "may," "will," "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "appears," "projects" and similar expressions, as well as statements in future tense, identify forward-looking statements. These forward-looking statements include, but are not limited to, the statements regarding the following: financial and operating guidance for future and uncompleted financial periods; financial strength and flexibility; potential for and projections of growth; return of cash to shareholders, stock repurchases and the payment of dividends, including the amount and timing thereof; cost reductions; crude oil throughput; crude oil market trends, including production, quality, pricing, demand, imports, exports and transportation costs; competitive conditions in the markets where our refineries are located; the performance of our joint venture investments, and the benefits, flexibility, returns and EBITDA therefrom; the potential for, and estimates of cost savings and other benefits from, acquisitions, divestitures, dropdowns and financing activities; long-term value creation from capital allocation; targeted internal rates of return on capital expenditures; execution of strategic initiatives and the benefits therefrom, including cash flow stability from business model transition and approach to renewable diesel; and access to crude oil and the benefits therefrom. Investors are cautioned that the following important factors, among others, may affect these forward-looking statements: uncertainty related to timing and amount of value returned to shareholders; risks and uncertainties with respect to the quantities and costs of crude oil we are able to obtain and the price of the refined petroleum products we ultimately sell, including uncertainties regarding future decisions by OPEC regarding production and pricing disputes between OPEC members and Russia; risks and uncertainties related to the integration by Delek Logistics of the Delaware Gathering business following its acquisition; Delek US’ ability to realize cost reductions; risks related to Delek US’ exposure to Permian Basin crude oil, such as supply, gathering, pricing, production and transportation capacity; gains and losses from derivative instruments; management's ability to execute its strategy of growth through acquisitions and the transactional risks associated with acquisitions and dispositions; acquired assets may suffer a diminishment in fair value as a result of which we may need to record a write-down or impairment in carrying value of the asset; changes in the scope, costs, and/or timing of capital and maintenance projects; the ability of the Wink to Webster joint venture to construct the long-haul pipeline; the ability of the Red River joint venture to expand the Red River pipeline; the possibility of litigation challenging renewable fuel standard waivers; the ability to grow the Midland Gathering System; operating hazards inherent in transporting, storing and processing crude oil and intermediate and finished petroleum products; our competitive position and the effects of competition; the projected growth of the industries in which we operate; general economic and business conditions affecting the geographic areas in which we operate; and other risks contained in Delek US’ and Delek Logistics’ filings with the United States Securities and Exchange Commission. Forward-looking statements should not be read as a guarantee of future performance or results, and will not be accurate indications of the times at, or by which such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Neither Delek US nor Delek Logistics undertakes any obligation to update or revise any such forward-looking statements. To reflect events or circumstances that occur, or which Delek US becomes aware of, after the date hereof, except as required by applicable law or regulation


 
Delek Tech 3 Delek US Holdings Unlocking Value for Shareholders and Unitholders Financial Strength and Flexibility Integrated Downstream Energy Company (1) FactSet - 9/30/2023 - 13F and Pricing Information (2) Multiples based on sell-side research (Raymond James, Piper Sandler, ScotiaBank and Wells Fargo) Delek US Holdings (DK) – $901.7 million of cash; $2,638.0 million long-term debt; $1.74 billion of net debt, as of September 30, 2023 Delek Logistics (DKL) – $4.2 million cash; $1,741.4 million in total debt, as of September 30, 2023 DK excluding DKL – $897.5 million cash; $ $896.6 million long-term debt, $(0.9) million net cash, excluding DKL Refining – 302,000 BPD crude throughput capacity from four PADD 3 refineries with access to advantaged domestic, inland crudes and Gulf Coast product pricing Logistics – transportation, storage and wholesale distribution of crude oil, intermediate and refined products, primarily through Delek Logistics (DKL), a master limited partnership Retail – approximately 250 convenience stores, primarily in West Texas and New Mexico Evaluating opportunities across Delek US business segments to unlock value for shareholders and unitholders As of September 30, 2023, Delek US owns 78.7% of DKL, implied equity value of approximately $1.44 billion or ~$42 per DK share(1) Alternatives to highlight Retail multiple of 7x - 10x(2)


 
Accomplishments Operational Excellence Safety and reliability • 2023 best safety yr; 3Q23 record total throughput, successful Tyler turnaround Streamline processes • Standardizing structure and processes throughout operations Financial Strength and Shareholder Return Portfolio performance • 3Q23 Record Logistics EBITDA, Retail best EBITDA since COVID $75 - $100 million buy backs in 2023 • $85 million in buy backs through Oct 31, 2023 Committed to a sustainable quarterly dividend • $45 million paid through Sept 30, 2023; raised dividend to $0.24/sh Debt reduction • $416 million debt paid down and $476 million net-debt improved Strategic Initiatives Cost and efficiency improvements • Targeting $100 million run-rate cost reduction in 2024 Unlocking 'Sum of the Parts' value • Have a clear strategy and are on plan to meet our objectives Well prepared for mid-cycle market environment Strategic Objectives Last Twelve Months Review 4


 
Delek Tech 5 Integrated Company with Asset Diversity and Scale Source 207,000 bpd from Permian Basin • Growing gathering system • Wink to Webster JV Crude Oil Pipeline RIO Refinery Crude Throughput Capacity (BPD) Nelson Complexity Tyler 75,000 8.7 El Dorado 80,000 10.2 Big Spring 73,000 10.5 Krotz Springs 74,000 8.8 Crude Throughput 302,000 9.6


 
Delek US Adjusted EBITDA - 3Q YTD 2023 vs 3Q YTD 2022 ($MM) 6 3Q23 *YTD Adjusted EBITDA Results by Segment Refining Logistics Retail Corporate $ 716.8 $ 278.8 $ 37.6 $ (144.1) $960.0 $(141.2) $54.1 $1.3 $14.9 $889.1 YTD* as of September, 30 2022 Refining Logistics Retail Corporate YTD* as of September, 30 2023 *YTD = Year-to-Date


 
Delek US Cash Flows - 3Q YTD 2023 ($MM) 7 $841.3 $922.8 $(338.6) $(523.8) $901.7 12/31/2022 Cash Balance* Operating Activities Investing Activities Financing Activities 9/30/2023 YTD Cash Balance* *YTD = Year-to-Date


 
Capital Expenditures $'s in Millions 2023 Forecast Capital Expenditures $380 - 390 Estimated Proceeds* 20 Net Capital Expenditures $360 - 370 Capital Expenditure Allocation 4% 73% 23% 9% 70% 21% Regulatory Sustaining Growth 3Q23 YTD 2023 Forecast *Insurance proceeds and growth capex partially funded by producers $'s in Millions 3Q23 YTD Capital Expenditures $302 8


 
Net Debt $'s in Millions Sept 30, 2023 Jun 30, 2023 Dec 31, 2022 Consolidated long-term debt - current portion $ 29.5 $ 49.5 $ 74.5 Consolidated long-term debt - non-current portion $ 2,608.5 $ 2,761.4 $ 2,979.2 Consolidated total long-term debt $ 2,638.0 $ 2,810.9 $ 3,053.7 Less: Cash and cash equivalents $ 901.7 $ 821.6 $ 841.3 Consolidated net debt $ 1,736.3 $ 1,989.3 $ 2,212.4 Less: Delek Logistics net debt $ 1,737.2 $ 1,736.6 $ 1,653.6 Delek US, excluding DKL net (cash) / debt $ (0.9) $ 252.7 $ 558.8 9


 
Delek Tech 10 Refining DK Refining System Tyler El Dorado Big Spring Krotz Springs PADD 3 Refining System with Crude Slate Optionality Crude Slate % *as of September, 30 2023 73.3% 4.0% 4.1% 18.6% WTI Crude Oil Gulf Coast Sweet Crude Local Arkansas Crude Oil Other 78.1% 21.9% WTI Crude Oil East Texas Crude Oil 67.6% 14.8% 17.6% WTI Crude Oil Local Arkansas Crude Oil Other 68.8% 31.2% WTI Crude Oil WTS Crude Oil 79.0% 13.5% 7.5% WTI Crude Oil Gulf Coast Sweet Crude Other Refinery Crude Throughput Capacity (BPD) Nelson Complexity Tyler 75,000 8.7 El Dorado 80,000 10.2 Big Spring 73,000 10.5 Krotz Springs 74,000 8.8 Crude Throughput 302,000 9.6


 
11 Logistics Primarily through 78.7% owned MLP, Delek Logistics Partners, LP (DKL) Expansive gathering business ~1,970 miles of pipeline ~10.8MMB active shell capacity ~200 MBPD water disposal ~88 MMCFD gas processing capacity 10 light product distribution terminals Diversifies portfolio of assets integrated with Refining and Marketing Positioned to benefit from activity in the Permian Basin Multi-year minimum volume commitment (MVC) contracts


 
12 Retail ~80% integration with existing downstream operations offering synergies and competitive advantage Operate 250 C-stores in West Texas and New Mexico 526 thousand average retail gallons sold through Sept 30, 2023 Implement interior rebranding/ re- imaging *YTD = Year-to-Date


 
Environmental, Social, and Governance (ESG) Third Annual Sustainability Report to be Published December 2023 13 (1) THE USE BY THE DELEK COMPANIES OF ANY MSCI ESG RESEARCH LLC OR ITS AFFILIATES (“MSCI”) DATA, AND THE USE OF MSCI LOGOS, TRADEMARKS, SERVICE MARKS OR INDEX NAMES HEREIN, DO NOT CONSTITUTE A SPONSORSHIP, ENDORSEMENT, RECOMMENDATION, OR PROMOTION OF THE DELEK COMPANIES BY MSCI. MSCI SERVICES AND DATA ARE THE PROPERTY OF MSCI OR ITS INFORMATION PROVIDERS, AND ARE PROVIDED ‘AS-IS’ AND WITHOUT WARRANTY. MSCI NAMES AND LOGOS ARE TRADEMARKS OR SERVICE MARKS OF MSCI. (2) S&P Global ESG Score as of 2022. Peer Analysis S&P Global ESG Score(2) MPC - Marathon Petroleum 60 PSX - Philips 66 56 VLO - Valero 47 DINO - HF Sinclair 30 DK - Delek 20 PARR - Par Pacific 19 PBF - PBF Energy 13 CVI - CVR Energy 7 Average 54.3 Environmental We plan to cut our Scope 1 & Scope 2 emissions by 34% by 2030 Enhanced transparency by disclosing, for the 1st time, figures for water consumption and product spills Make annual disclosures using both the TCFD and SASB frameworks Social Set 1st diversity hiring targets, seeking a 3% increase in the overall number of female employees and a 3% increase in the number of female and POC employees for director and above roles Established new Leadership Development Program to strengthen employee skills in the area of change management & communications Disclose, annually, our EEO-1 filing to the US Department of Labor Governance 33.3% of our Board is diverse Board includes 2 female Directors and 1 Director from an underrepresented group 77.8% of our Board Directors are independent Implemented new Sustainability Operations Team (SOT) to coordinate execution of company’s policies and plans Review our Sustainability Report, available on our website, for SASB, TCFD, EEO-1 and other disclosures.


 
Fourth Quarter 2023 Forecast $'s in Millions Low High Operating Expenses $210 $220 General and Administrative Expenses $65 $70 Depreciation and Amortization $90 $95 Net Interest Expense $80 $85 Barrels per day (bpd) Low High Total Crude Throughput 284,000 302,000 Total Throughput 292,000 305,000 Total Throughput by Refinery: Tyler, TX 73,000 76,000 El Dorado, AR 81,000 84,000 Big Spring, TX 61,000 64,000 Krotz Spring, LA 77,000 81,000 14


 
Delek Tech 15 Reconciliation of Segment EBITDA Attributable to Delek to Adjusted Segment EBITDA Reconciliation of Segment EBITDA Attributable to Delek to Adjusted Segment EBITDA Nine Months Ended September 30, 2023 $ in millions (unaudited) Refining Logistics Retail Corporate, Other and Eliminations Consolidated Segment EBITDA Attributable to Delek $ 587.7 $ 278.8 $ 37.6 $ (172.6) $ 731.5 Adjusting items Net inventory LCM valuation (benefit) loss (6.2) — — — (6.2) Other inventory impact (1) (2) 145.4 — — — 145.4 Unrealized inventory/commodity hedging (gain) loss where the hedged item is not yet recognized in the financial statements (3) (8.1) — — — (8.1) Restructuring costs — — — 6.4 6.4 Business Interruption insurance recoveries (10.0) — — — (10.0) El Dorado refinery fire losses 8.0 — — — 8.0 Net income attributable to non-controlling interest — — — 22.1 22.1 Total Adjusting items 129.1 — — 28.5 157.6 Adjusted Segment EBITDA $ 716.8 $ 278.8 $ 37.6 $ (144.1) $ 889.1 Nine Months Ended September 30, 2022 $ in millions (unaudited) Refining Logistics Retail Corporate, Other and Eliminations Consolidated Segment EBITDA Attributable to Delek $ 758.2 $ 214.1 $ 36.3 $ (183.4) $ 825.2 Adjusting items Net inventory LCM valuation (benefit) loss 19.1 — — — 19.1 Other inventory impact (1) (2) 137.5 — — — 137.5 Unrealized inventory/commodity hedging (gain) loss where the hedged item is not yet recognized in the financial statements (3) (30.9) — — — (30.9) Transaction related expenses — 10.6 — — 10.6 Business Interruption insurance recoveries (25.9) — — — (25.9) Net income attributable to non-controlling interest — — — 24.4 24.4 Total Adjusting items 99.8 10.6 — 24.4 134.8 Adjusted Segment EBITDA $ 858.0 $ 224.7 $ 36.3 $ (159.0) $ 960.0 (1) See further discussion in the "Significant Transactions During the Quarter Impacting Results" section. In the Q3 Earnings Release. (2) Starting with the quarter ended September 30, 2023, we updated our other inventory impact calculation to exclude the impact of certain pipeline inventories not used in our refinery operations. The impact to historical non-GAAP financial measures is immaterial. (3) Starting with the quarter ended March 31, 2023, we no longer adjust non-GAAP financial measures for unrealized gains and losses related to RINs where the hedged item is not yet recognized in the financial statements. Historical non-GAAP financial measures have been revised to conform to current period presentation.