Delek Logistics Partners LP

Sources of Capital

We consider the following when assessing our liquidity and capital resources:

At September 30, 2024, our total liquidity amounted to $702.4 million comprised of $695.1 million in unused credit commitments under our third-party revolving credit facility (as discussed in Note 6 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q), and $7.3 million in cash and cash equivalents. Historically, we have generated adequate cash from operations to fund ongoing working capital requirements, pay quarterly cash distributions and operational capital expenditures, and we expect the same to continue in the foreseeable future. Other funding sources, including the issuance of additional debt securities, have been utilized to fund growth capital projects such as dropdowns and other acquisitions. In addition, we have historically been able to source funding at rates that reflect market conditions, our financial position and our credit ratings. We continue to monitor market conditions, our financial position and our credit ratings and expect future funding sources to be at rates that are sustainable and profitable for the Partnership. However, there can be no assurances regarding the availability of any future financings or additional credit facilities or whether such financings or additional credit facilities can be made available on terms that are acceptable to us. We believe we have sufficient financial resources from the above sources to meet our funding requirements in the next 12 months, including working capital requirements, quarterly cash distributions and capital expenditures. Nevertheless, our ability to satisfy working capital requirements, to service our debt obligations, to fund planned capital expenditures, or to pay distributions will depend upon future operating performance, which will be affected by prevailing economic conditions in the oil industry and other financial and business factors, including crude oil prices, some of which are beyond our control. We continuously review our liquidity and capital resources. If market conditions were to change, for instance due to a significant decline in crude oil prices, and our revenue was reduced significantly or operating costs were to increase significantly, our cash flows and liquidity could be reduced. Additionally, it could cause the rating agencies to lower our credit ratings. There are no ratings triggers that would accelerate the maturity of any borrowings under our debt agreements.

Cash Distributions

On October 29, 2024, the board of directors of our general partner declared a distribution of 1.100 per common unit (the "Distribution"), which equates to an estimated amount of approximately $51.5 million per quarter, or approximately $206.1 million per year, based on the number of common units outstanding as of September 30, 2024. The Distribution will be paid on November 14, 2024 to common unitholders of record on November 8, 2024 and represents a 5.3% increase over the third quarter 2023 distribution. This increase in the distribution is consistent with our intent to maintain an attractive distribution growth profile over the long term. Although our Partnership Agreement requires that we distribute all of our available cash each quarter, we do not otherwise have a legal obligation to distribute any particular amount per common unit.

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The table below summarizes the quarterly distributions related to our quarterly financial results:

(1) On October 29, 2024, the board of directors of our general partner declared this quarterly cash distribution, payable on November 14, 2024, to unitholders of record on November 8, 2024. The total cash distribution was estimated based on the number of common units outstanding as of September 30, 2024.

Equity Offerings

On October 10, 2024, we completed a public offering of its common units in which it sold 4,423,075 common units (including an overallotment option of 576,922 common units) to the underwriters of the offering at a price to the public of $39.00 per unit. The net proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $165.3 million and were used to repay a portion of the outstanding borrowings under the DKL Revolving Facility. Underwriting discounts totaled $6.6 million.

On March 12, 2024, we completed a public offering of its common units in which it sold 3,584,416 common units (including an overallotment option of 467,532 common units) to the underwriters of the offering at a price to the public of $38.50 per unit. The proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $132.2 million and were used to repay a portion of the outstanding borrowings under the DKL Revolving Facility. Underwriting discounts totaled $5.5 million.

Cash Flows

The following table sets forth a summary of our condensed consolidated cash flows for the nine months ended September 30, 2024 and 2023 (in thousands):

Operating Activities

Net cash provided by operating activities increased by $45.8 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The cash receipts from customer activities decreased by $28.4 million and cash payments to suppliers and for allocations to Delek Holdings for salaries decreased by $75.7 million. In addition, cash dividends received from equity method investments increased by $4.2 million and cash paid for debt interest increased by $5.7 million.

Investing Activities

Net cash used in investing activities increased by $258.9 million during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, primarily due to acquisition of W2W investment for $83.9 million, H2O Acquisition for $159.5 million, increase of $24.4 million in purchases of property, plant and equipment primarily associated with growth projects in our gathering and processing segment, and a $9.2 million increase in proceeds from sale of property, plant and equipment predominantly due to $8.3 million of condemnation proceeds received from eminent domain proceedings in Texas in the current period.

Financing Activities

Net cash provided by financing activities increased by $220.4 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This increase was primarily driven by increase in net proceeds from term loans of $539.0 million due to issuance of 2029 Notes net of the extinguishment of 2025 Notes and term facility, partially offset by net payments under our revolving credit facility which increased by $416.3 million due to paydown in conjunction with the issuance of the 2029 Notes. Additionally contributing to this increase was an increase of $132.2 million due to proceeds from the equity issuance in March 2024. Partially offsetting these increases was an increase in deferred financing costs paid of $16.5 million associated with the 2029 Note issuances, an increase in distributions paid of $13.7 million and a $6.2 million increase in payments on other financing arrangements.

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Debt Overview

As of September 30, 2024, we had total indebtedness of $1,904.9 million. The increase of $193.2 million in our long-term debt balance compared to the balance at December 31, 2023 resulted from the issuance of the 2029 Notes during the nine months ended September 30, 2024, which was partially offset by the payments under the DKL Credit Facility and the 2025 Notes. As of September 30, 2024, our total indebtedness consisted of:

•An aggregate principal amount of $454.9 million under the DKL Revolving Facility, due on October 13, 2027, with an average borrowing rate of 7.70%.

•An aggregate principal amount of $400.0 million, under the 2028 Notes (7.125% senior notes), due in 2028, with an effective interest rate of 7.38%.

•An aggregate principal amount of $1,050.0 million, under the 2029 Notes (8.625% senior notes), due in 2029, with an effective interest rate of 8.90%.

We believe we were in compliance with the covenants in all debt facilities as of September 30, 2024. See Note 6 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q for a complete discussion of our third-party indebtedness.

Agreements Governing Certain Indebtedness of Delek Holdings

Delek Holdings' level of indebtedness, the terms of its borrowings and any future credit ratings could adversely affect our ability to grow our business, our ability to make cash distributions to our unitholders and our credit profile. Our current and future credit ratings may also be affected by Delek Holdings' level of indebtedness, financial performance and credit ratings.

Capital Spending

A key component of our long-term strategy is our capital expenditure program, which includes strategic consideration and planning for the timing and extent of regulatory maintenance, sustaining maintenance, and growth capital projects. These categories are described below:

•Regulatory maintenance projects in the gathering and processing segment are those expenditures expected to be spent on certain of our pipelines to maintain their operational integrity pursuant to applicable environmental and other regulatory requirements. Regulatory projects in the wholesale marketing and terminalling segment relates to scheduled maintenance and improvements on our terminalling tanks and racks at certain of our terminals in order to maintain environmental and other regulatory compliance. These expenditures have historically been and will continue to be financed through cash generated from operations.

•Sustaining capital expenditures represent capitalizable expenditures for the addition or improvement to, or the replacement of, our capital assets, and for the acquisition of existing, or the construction or development of new, capital assets made to maintain our long-term operating income or operating capacity. Examples of sustaining capital expenditures are expenditures for the repair, refurbishment and replacement of pipelines, tanks and terminals, to maintain equipment reliability, integrity and safety and to maintain compliance with environmental laws and regulations. Delek Holdings has agreed to reimburse us with respect to certain assets it has transferred to us pursuant to the terms of the Omnibus Agreement (as defined in Note 3 to our accompanying condensed consolidated financial statements). When not provided for under reimbursement agreements, such activities are generally funded by cash generated from operations.

•Growth projects include those projects that do not fall into one of the two categories above, and could include committed expansion projects under contracts with customers as well as other incremental growth projects, but are generally expected to produce incremental cash flows in accordance with our internal return on invested capital policy. Depending on the magnitude, funding for such projects may include cash generated from operations, borrowings under existing credit facilities, or issuances of additional debt or equity securities.

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The following table summarizes our actual capital expenditures, including any material capital expenditure payments made or forecasted to be made in advance of receipt of goods and materials, for the nine months ended September 30, 2024:

(1)Excludes an estimated $90 million to $100 million and actual 2024 capital spending of $53.4 million related to the new gas processing plan. Refer to 'Other 2024 Developments' section of Item 2. Management's Discussion and Analysis, of this Quarterly Report on Form 10-Q for further information.

The amount of our capital expenditure forecast is subject to change due to unanticipated increases in the cost, scope and completion time for our capital projects. For example, we may experience increases in the cost of and/or timing to obtain necessary equipment required for our continued compliance with government regulations or to complete improvement projects. Additionally, the scope and cost of employee or contractor labor expense related to installation of that equipment could increase from our projections.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements through the date of the filing of this Quarterly Report on Form 10-Q.