Management's Discussion and Analysis of Financial Condition and Results of Operations
The historical unaudited condensed consolidated financial statements included in this Quarterly Report reflect all of the assets, liabilities and results of operations of Calumet, Inc. ("Calumet," the "Company," "we," "our," or "us"). The following discussion analyzes the financial condition and results of operations of the Company for the three and nine months ended September 30, 2026. Stockholders should read the following discussion and analysis of our financial condition and results of operations in conjunction with our 2025 Annual Report and our historical unaudited condensed consolidated financial statements and notes included elsewhere in this Quarterly Report.
Overview
We manufacture, formulate and market a diversified slate of specialty branded products and renewable fuels to customers across a broad range of consumer-facing and industrial markets. We are headquartered in Indianapolis, Indiana and operate twelve facilities throughout North America.
Our operations are managed using the following reportable segments: Specialty Products and Solutions; Performance Brands; and Montana/Renewables. For additional information, see Note 10 - "Segments and Related Information" under Part I, Item 1 "Financial Statements - Notes to Unaudited Condensed Consolidated Financial Statements." In our Specialty Products and Solutions segment, we manufacture and market a wide variety of solvents, waxes, customized lubricating oils, white oils, petrolatums, gels, esters, fuels and other products. Our specialty products are sold to domestic and international customers who purchase them primarily as raw material components for consumer-facing and industrial products. In our Performance Brands segment, we blend, package and market high performance products through our Royal Purple, Bel-Ray, and TruFuel brands. Our Montana/Renewables segment is comprised of two facilities located in Great Falls, Montana - renewable fuels and specialty asphalt. At our renewable fuels facility, we process a variety of geographically advantaged renewable feedstocks into renewable diesel, sustainable aviation fuel, renewable hydrogen, renewable natural gas, renewable propane, and renewable naphtha that are distributed into renewable markets in the western half of North America. At our specialty asphalt facility, we process Canadian crude oil into conventional gasoline, diesel, jet fuel and specialty grades of asphalt, with production sized to serve local markets.
Recent Developments
Continued Debt Reduction
On July 15, 2026, the Company's wholly owned subsidiaries, Calumet Specialty Products Partners, L.P. (the "Partnership") and Calumet Finance Corp. (together with the Partnership, the "Issuers"), redeemed all of the outstanding $100.0 million 9.75% Senior Notes due 2028 that were originally issued in January 2025 (the "2028 Mirror Notes"), at a cash redemption price of 102.438% of the principal amount, plus accrued and unpaid interest up to but not including the redemption date.
On July 31, 2026, we completed early termination and repayment of our Montana terminal asset financing arrangement for approximately $15.5 million.
On October 25, 2026, we redeemed $150.0 million of the outstanding 9.75% Senior Notes due 2028 that were originally issued in June 2023, at a cash redemption price of 102.438% of the principal amount, plus accrued and unpaid interest to but not including the redemption date. The Company remains focused on strong operations and continued use of cash from operations to pay down debt in future periods.
Upsized Senior Secured Revolving Credit Facility
On September 11, 2026, the Company entered into the Eleventh Amendment to the Third Amended and Restated Credit Agreement (the "Eleventh Amendment"). The Eleventh Amendment modified the Credit Agreement to provide for an increase in commitments from $500.0 million to $600.0 million, subject to borrowing base limitations as well as other changes. Refer to Note 6 - "Long-Term Debt" under Part I, Item 1 "Financial Statements - Notes to Unaudited Condensed Consolidated Financial Statements" for additional information.
First Amendment to Loan Guarantee Agreement and CMR Lease
On August 28, 2026, MRL and the DOE entered into the First Amendment to the existing Loan Guarantee Agreement ("First Amendment to DOE Loan", "DOE Loan") The First Amendment to DOE Loan changes the nature of the expansion project of MRL's renewable fuels facility in Great Falls, Montana from a large new-build project to a project that is primarily repurposing existing equipment previously in crude oil service. Further, instead of a longer-term, large-scale project, the project is now structured as a series of smaller, defined scopes of work. Due to the more capital efficient nature of the revised project, the Company and DOE reduced the maximum principal amount under the DOE Loan to $815.8 million. The Company received proceeds of $34.0 million upon completion of the First Amendment to DOE Loan. Refer to Note 6 - "Long-Term Debt" under Part I, Item 1 "Financial Statements - Notes to Unaudited Condensed Consolidated Financial Statements" for additional information.
On November 4, 2026, Calumet Montana Refining, LLC ("CMR"), a restricted subsidiary of the Company, entered into a long-term lease agreement with MRL for certain CMR assets to be used in the MaxSAF® expansion, including a hydrotreater, hydrogen plant, naphtha splitter, and equipment to recover renewable propane. The lease is expected to provide CMR and the Restricted Group with approximately $30.0 million of annual lease income from the Unrestricted Group, subject to certain adjustments. The leased assets will enable MRL to increase SAF production volume, capture renewable propane, reduce naphtha yield, and increase total throughput, while CMR will continue to operate its specialty asphalt production facility in a new configuration following the asset lease. The completion of this lease provides MRL's renewables facility with a more capital efficient expansion approach in support of the First Amendment to the DOE Loan discussed above.
EPA Small Refinery Exemption for 2025 Compliance Year
On August 31, 2026, the EPA notified the Company that we were successful in receiving full exemptions on two small refinery exemption petitions filed by the Company for the 2025 compliance year. The Company's balance sheet liability accrual was reduced by approximately 71 million RINs, which were valued at approximately $170.5 million as of June 30, 2026. The remaining RIN balance sheet liability of approximately 129 million RINs were valued at approximately $309.7 million as of June 30, 2026 include the 2022-24 partial exemptions, which remain under discussion with the EPA. In addition, the partial exemptions are under judicial review, along with legal challenges brought by other industry participants.
Crack Spread Swaps Sales Contracts
As of October 31, 2026, we had the following notional contracts related to outstanding crack spread swap contracts, which are derivative instruments not designated as hedges. Periodically, the Company may enter into an offsetting position to effectively close out its exposure under an existing contract as it approaches expiration.
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Period of
Maturity
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Total Outstanding
Notional Volumes
2-1-1 Crack Spread Swap Sales (bpd)
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Avg. Strike Price ($/bbl)
for 2-1-1 Crack Spread Swap Sales
Based on CBOB
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4Q 2026
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15,000
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$20.70
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1Q 2027
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21,000
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$37.77
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2Q 2027
|
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16,000
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$35.53
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3Q 2027
|
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16,000
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$34.84
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4Q 2027
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16,000
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$33.87
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1Q 2028
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15,000
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$30.01
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2Q 2028
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8,000
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$33.12
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3Q 2028
|
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5,000
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$33.33
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4Q 2028
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5,000
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$33.33
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See Note 7 - "Derivatives" under Part I, Item 1 "Financial Statements - Notes to Unaudited Condensed Consolidated Financial Statements" for additional information related to the Company's derivatives.
Update Regarding Renewable Volume Obligation
On March 27, 2026, EPA announced a final rule to establish required Renewable Fuel Standard Volumes and percentage standards for 2026 and 2027. The EPA's updated Renewable Volume Obligations ("RVOs") establish total demand of 26.81 billion RINs and 27.02 billion RINs for 2026 and 2027, respectively, providing a historic level of annualized support for the biofuels industry. The 2026 and 2027 volumes include some earlier renewable fuel volumes previously waived through small refinery exemptions ("SREs") across the 2023-2025 compliance periods. These actions are expected to improve biobased diesel industry margins and industry utilization, and attract currently idled higher-cost biodiesel producers to re-enter the market in order to meet mandated demand. The RVO framework is aligned with a broader national focus on domestic energy security. The EPA has also proposed that beginning in 2028, foreign source renewable fuels and feedstocks will receive only half the RFS compliance value of American-made products, materially enhancing the competitive position of domestic producers. Against this favorable regulatory backdrop, MRL's strategic location and proximity to domestic customers and suppliers and the fourth quarter expansion project position the Company for strong performance in the fourth quarter of 2026, continued momentum into 2027, and a sustained long-term competitive advantage.
Third Quarter 2026 Update
Outlook and Trends
We believe the business is positioned to deliver outsize performance, supported by fundamentally tighter global market conditions across refined fuels and specialty products. Our diversified customer base, resilient specialty portfolio, and multi-year capital investments into enhanced operational reliability position us to capitalize on the current margin environment. Global refined product markets tightened materially in response to conflict in the Middle East resulting in significantly elevated margin levels compared to historical averages. These levels enabled the Company to generate significant cash flow in the third quarter of 2026, and we expect these market conditions to persist in the medium term. Benchmark crack spreads have reached record levels amid the overlapping impacts of idled or offline Middle Eastern and Russian refining capacity and historically low U.S. refined product inventory levels. Because substantially all of our crude supply is sourced from North America, our supply chain is comparatively insulated from the seaborne disruptions affecting global markets. Similar dynamics are at play within our specialty products portfolio. With a significant portion of global Group III base oils supply trapped within the Persian gulf or having been removed from the market, we are experiencing increased demand as consumers substitute into Group I and Group II base oils where possible. The durability and
magnitude of these conditions remain uncertain, and depend significantly on the recovery of shipping flows through the Strait of Hormuz.
Our Specialty Products and Solutions segment continues to benefit from an attractive margin environment across both specialty and commodity products. Fourth quarter results are expected to reflect reduced production volumes at our Shreveport facility due to a planned turnaround in October. In advance of the turnaround, we built inventory and secured external base oil supply to support customer demand during the planned outage. In our Performance Brands segment, rising input costs and constrained supply of Group III base oil and synthetic feedstocks continued to compress margins in the third quarter; with recent price increases in place, we expect margins to expand as input costs stabilize. Demand for our products in these businesses remained strong and we continue to leverage the benefits of our fully integrated specialty business in this market. We expect the current margin environment for both specialty products and fuel-based products to continue to be volatile, and above historical industry margins in the near-term due to the global conflict impacting feedstock pricing.
In our Montana/Renewables segment, we believe long-term demand for renewable fuel products will continue to grow supported by Federal, State, Provincial and local governmental mandates and incentives that have been enacted or announced in North America and globally. Collectively, these policies focus on domestic fuel security, strategic alignment with the agricultural industry as a source of renewable feedstocks, sustainability initiatives, transportation fuel cleanliness including ongoing reduction in particulates, and expansion of both voluntary and mandatory corporate decarbonization targets, particularly for hard-to-abate sectors including the global aviation industry. We believe that our advantage as a first-mover in sustainable aviation fuels market positions us as a preferred supplier to our potential offtake partners' SAF strategies. The start-up of our MaxSAF® project allows us to shift our renewable product mix toward more SAF production which has historically realized higher pricing relative to renewable diesel, and we expect this change in product mix to support improved margin realizations immediately and long-term. Our margins in 2026 continue to be significantly above the prior year and have continued early on in the fourth quarter of 2026.
Montana Renewables continues to achieve its operational cost targets, while demonstrating success in monetizing Section 45Z CFPCs. Production volumes recovered following the completion of the MaxSAF® expansion and turnaround in the second quarter of 2026. Our overall enhanced operational performance reflects our focus on operational excellence since we completed commissioning in 2023.
We recently announced plans to significantly expand our SAF capacity by repurposing proven, installed refining equipment from the adjacent Montana specialty asphalt facility. Through this expansion, Montana Renewables expects to reach approximately 200 million gallons of annual SAF production and 17,000 barrels per day of total product sales by year-end 2028. The centerpiece of the revised plan is the redeployment of selected Montana specialty asphalt facility assets - a hydrotreater, hydrogen plant, and naphtha splitter - to Montana Renewables under a long-term lease. The tied-in hydrotreater creates a proprietary dual reactor system that runs in a "polishing" service rather than the industry-standard "cracking" service, delivering competitively advantaged SAF yields while lowering by-product production and reducing yield loss. Several additional modular components, including a third renewable fuels reactor currently offsite, provide the ability to expand capacity beyond 200 million gallons over time. The tie-in of the Montana specialty asphalt facility assets begins in November 2026.
Contingencies
For a summary of litigation and other contingencies, refer to Note 4 - "Commitments and Contingencies" under Part I, Item 1 "Financial Statements - Notes to Unaudited Condensed Consolidated Financial Statements." Based on information available to us at the present time, we do not believe that any liabilities beyond the amounts already accrued, which may result from these contingencies, will have a material adverse effect on our liquidity, financial condition or results of operations.
Financial Results
We reported net income of $273.3 million in the third quarter 2026 versus net income of $313.4 million in the third quarter 2025. Net income in the third quarter of 2026 was significantly impacted by the following non-cash items:
•$113.8 million unrealized loss on derivatives; and
•$176.7 million benefit for non-cash RINs related items.
Net income in the third quarter of 2025 was significantly impacted by the following non-cash items:
•$323.9 million benefit for non-cash RINs related items.
We reported Adjusted EBITDA with Tax Attributes of $347.2 million in the third quarter 2026 versus $92.5 million in the third quarter 2025. We generated cash from operating activities of $218.5 million in the third quarter 2026 versus generating cash from operating activities of $23.5 million in the third quarter of 2025.
Refer to Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" for a reconciliation of EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes to Net income (loss), our most directly comparable financial performance measure calculated and presented in accordance with U.S. generally accepted accounting principles ("GAAP").
Specialty Products and Solutions segment Adjusted EBITDA was $248.1 million in the third quarter 2026 versus $80.2 million in the third quarter 2025. Compared to the prior period, Specialty Products and Solutions third quarter 2026 segment Adjusted EBITDA was positively impacted by expanded margins, as commercial pricing actions held amid volatile crude oil prices that ended the quarter higher, building on margin gains achieved the prior period. Commodity margins strengthened further during the quarter, as benchmark crack spreads remained at historically high levels on conflict-related supply disruptions and tight global refined product inventories.
Montana/Renewables segment Adjusted EBITDA was $85.4 million in the third quarter 2026 versus loss of $5.8 million in the third quarter 2025. Montana/Renewables segment Adjusted EBITDA with Tax Attributes was $110.6 million in the third quarter 2026 compared to $17.1 million in the prior period. Compared to the prior year, Montana/Renewables segment Adjusted EBITDA with Tax Attributes primarily reflected favorable sales pricing, driven by diesel market pricing and the EPA's SET-2 Renewable Volume Obligation ("RVO"), partly offset by higher material costs and operating expenses. These market conditions supported renewable fuel margins during the period and increased market confidence in industry fundamentals. The above results were further improved by gains in legacy fuel margins partially offset by weaker asphalt margins resulting from the lag in asphalt price increases following a period of elevated crude oil costs.
Performance Brands segment Adjusted EBITDA was $9.1 million in the third quarter 2026 versus $13.2 million in the third quarter 2025. Results included $7.0 million of business interruption insurance proceeds recognized during the quarter. The decline was driven by margin compression, as elevated input costs for Group III base oils and synthetic feedstocks continued to outpace realized price increases. This segment continues to execute targeted pricing initiatives aimed at offsetting sustained input cost pressures and improving margins.
Liquidity Update
As of September 30, 2026, we had total liquidity of $781.8 million comprised of $225.2 million of unrestricted cash, $34.6 million of restricted cash and $522.0 million of availability under our credit facility. As of September 30, 2026, our revolving credit facility had a $579.3 million borrowing base, $57.3 million in outstanding standby letters of credit and no outstanding borrowings. We believe we will continue to have sufficient liquidity from cash on hand, projected cash flow from operations, borrowing capacity and other means by which to meet our financial commitments, debt service obligations, contingencies, and anticipated capital expenditures for at least the next 12 months. Refer to Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" for additional information.
Renewable Fuel Standard Update
Along with the broader refining industry, we remain subject to compliance costs under the RFS unless or until we receive a small refinery exemption from the EPA, which we have historically received. Administered by the EPA, the RFS provides annual requirements for the total volume of renewable transportation fuels that are mandated to be blended into finished transportation fuels. If a refiner does not meet its required annual Renewable Volume Obligation, the refiner can purchase blending credits in the open market, referred to as RINs.
During the third quarter 2026, we recorded a total benefit of $185.6 million for RINs in cost of sales in the unaudited condensed statements of operations, as compared to a total benefit of $333.3 million for RINs in the third quarter 2025. The benefit recorded in each period included the impact of the SRE exemptions issued by EPA in each respective period, partially offset by the incurrence of RIN obligations during each respective period. Our gross RINs Obligation, which includes RINs that are required to be secured through either our own blending or through the purchase of RINs in the open market, is spread across four compliance categories (D3, D4, D5 and D6). The gross RINs obligations may be satisfied by our own renewables blending, RIN purchases, or receipt of small refinery exemptions.
Expenses related to RFS compliance have the potential to remain significant for our two segments containing fuels products. If legal or regulatory changes occur that have the effect of increasing our RINs Obligation or eliminating or narrowing the availability of the small refinery exemption under the RFS program, we could be required to purchase additional RINs in the open market, which may materially increase our costs related to RFS compliance and could have a material adverse effect on our results of operations and liquidity.
See Note 2 - "Summary of Significant Accounting Policies" under Part I, Item 1 "Financial Statements - Notes to Unaudited Condensed Consolidated Financial Statements" in this Quarterly Report for further information on the Company's RINs obligation.
Unrestricted Subsidiaries
See Note 12 - "Unrestricted Subsidiaries" under Part I, Item 1 "Financial Statements - Notes to Unaudited Condensed Consolidated Financial Statements" in this Quarterly Report for further information regarding certain financial information of our unrestricted subsidiaries.
Key Performance Measures
Our sales and results of operations are principally affected by demand for specialty products, fuel product demand, renewable fuel product demand, global fuel crack spreads, the price of natural gas used as fuel in our operations, our ability to operate our production facilities at high utilization, and our results from derivative instrument activities.
Our primary raw materials are crude oil, renewable feedstocks, and other specialty feedstocks, and our primary outputs are specialty consumer-facing and industrial products, specialty branded products, fuel products, and renewable fuel products. The prices of crude oil, specialty products, fuel products, and renewable fuel products are subject to fluctuations in response to changes in supply, demand, market uncertainties and a variety of factors beyond our control. We monitor these risks and from time-to-time enter into derivative instruments designed to help mitigate the impact of commodity price fluctuations on our business. The primary purpose of our commodity risk management activities is to economically hedge our cash flow exposure to commodity price risk. We also may hedge when market conditions exist that we believe to be out of the ordinary and particularly supportive of our financial goals. We enter into derivative contracts for future periods in quantities that do not exceed our projected purchases of crude oil and natural gas and sales of fuel and renewable fuel products. Refer to Note 7 - "Derivatives" under Part I, Item 1 "Financial Statements - Notes to Unaudited Condensed Consolidated Financial Statements" for additional information.
Our management uses several financial and operational measurements to analyze our performance. These measurements include the following:
•sales volumes;
•segment gross profit;
•segment Adjusted gross profit;
•segment Adjusted EBITDA;
•segment Adjusted EBITDA with Tax Attributes; and
•selling, general and administrative expenses.
Sales volumes. We view the volumes of Specialty Products and Solutions products, Montana/Renewables products and Performance Brands products sold as an important measure of our ability to effectively utilize our operating assets. Our ability to meet the demands of our customers is driven by the volumes of feedstocks that we run at our facilities. Higher volumes typically improve profitability both through the spreading of fixed costs over greater volumes and the additional gross profit achieved on the incremental volumes.
Segment gross profit. Specialty Products and Solutions, Montana/Renewables and Performance Brands products' gross profit are important measures of profitability of our segments. We define gross profit as sales less the cost of crude oil and other feedstocks, LCM/LIFO adjustments, and other production-related expenses, the most significant portion of which includes labor, plant fuel, utilities, contract services, maintenance, transportation, RINs, depreciation and amortization and processing materials. We use gross profit as an indicator of our ability to manage margins in our business over the long term. The increase or decrease in selling prices typically lags behind the rising or falling costs, respectively, of feedstocks throughout our business. Other than plant fuel, RINs mark-to-market adjustments, and LCM/LIFO adjustments, production related expenses generally remain stable across broad ranges but can fluctuate depending on maintenance activities performed during a specific period.
Segment Adjusted gross profit. Specialty Products and Solutions, Montana/Renewables and Performance Brands products segment Adjusted gross profit measures are useful as they exclude transactions not related to our core cash operating activities and provide metrics to analyze the profitability of the core cash operations of our segments. We define segment Adjusted gross profit as segment gross profit excluding the impact of (a) LCM inventory adjustments; (b) the impact of liquidation of inventory layers calculated using the LIFO method; (c) RINs mark-to-market adjustments; (d) RINs incurrence expense; (e) depreciation and amortization; and (f) all extraordinary, unusual or non-recurring items of revenue or cost of sales.
Segment Adjusted EBITDA and Segment Adjusted EBITDA with Tax Attributes. We believe that Specialty Products and Solutions, Montana/Renewables and Performance Brands segment Adjusted EBITDA and Adjusted EBITDA with Tax Attributes measures are useful as they exclude transactions not related to our core cash operating activities and provide metrics to analyze our ability to pay interest to our noteholders. Adjusted EBITDA and Adjusted EBITDA with Tax Attributes allows us to meaningfully analyze the trends and performance of our core cash operations as well as to make decisions regarding the allocation of resources to segments. Corporate Adjusted EBITDA primarily reflects general and administrative costs.
Results of Operations for the Three and Nine Months Ended September 30, 2026 and 2025
Production Volume. The following table sets forth information about our continuing operations after giving effect to the elimination of all intercompany activity. Facility production volume differs from sales volume due to changes in inventories and the sale of purchased blendstocks such as ethanol and specialty blendstocks, as well as the resale of crude oil.
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Three Months Ended September 30,
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Nine Months Ended September 30,
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2026
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2025
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% Change
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2026
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2025
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% Change
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(In bpd)
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(In bpd)
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Total sales volume (1)
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90,759
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|
91,605
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(0.9)
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%
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88,517
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88,662
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(0.2)
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%
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Facility production:
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Specialty Products and Solutions:
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Lubricating oils
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12,506
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11,803
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6.0
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%
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12,719
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11,705
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8.7
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%
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Solvents
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8,261
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8,120
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1.7
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%
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7,720
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7,876
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(2.0)
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%
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Waxes
|
1,600
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1,650
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(3.0)
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%
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|
1,526
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1,374
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11.1
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%
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Fuels, asphalt and other by-products
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39,861
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43,130
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(7.6)
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%
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38,310
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37,382
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2.5
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%
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Total Specialty Products and Solutions
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62,228
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64,703
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(3.8)
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%
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60,275
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58,337
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3.3
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%
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Montana/Renewables
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|
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Fuels, asphalt and other by-products
|
13,243
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11,195
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18.3
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%
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|
11,888
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10,690
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11.2
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%
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Renewable fuels
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10,888
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11,187
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(2.7)
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%
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8,595
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11,059
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(22.3)
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%
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Total Montana/Renewables
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24,131
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22,382
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7.8
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%
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20,483
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|
21,749
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(5.8)
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%
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Performance Brands
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1,924
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1,583
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21.5
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%
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1,938
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1,621
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19.6
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%
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Total facility production
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88,283
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88,668
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(0.4)
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%
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82,696
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81,707
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1.2
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%
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____________________________
(1)Total sales volume includes sales from the production at our facilities and certain third-party facilities pursuant to supply and/or processing agreements, sales of inventories and the resale of crude oil and other finished products to third-party customers. Total sales volume includes the sale of purchased blendstocks.
The following table reflects our unaudited condensed consolidated results of operations and includes the non-GAAP financial measures EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes. For a reconciliation of EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes to Net income (loss), our most directly comparable financial performance measure calculated and presented in accordance with GAAP, refer to "- Non-GAAP Financial Measures."
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Three Months Ended September 30,
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Nine Months Ended September 30,
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2026
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2025
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2026
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2025
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(In millions)
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Sales
|
$
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1,682.9
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$
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1,078.0
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|
$
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4,157.7
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|
$
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3,098.5
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Cost of sales
|
1,139.7
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|
704.3
|
|
|
3,683.6
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|
|
2,849.8
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Gross profit
|
543.2
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|
|
373.7
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|
|
474.1
|
|
|
248.7
|
|
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Operating costs and expenses:
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|
|
|
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Selling
|
13.3
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10.9
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|
39.1
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|
35.4
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General and administrative
|
70.1
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|
31.4
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|
|
175.5
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|
84.6
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(Gain) loss on sale of business
|
-
|
|
|
6.4
|
|
|
-
|
|
|
(55.8)
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Other operating (income) expense
|
6.1
|
|
|
2.1
|
|
|
17.0
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|
|
11.3
|
|
|
Operating income
|
453.7
|
|
|
322.9
|
|
|
242.5
|
|
|
173.2
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
Interest expense
|
(50.8)
|
|
|
(53.6)
|
|
|
(153.9)
|
|
|
(165.0)
|
|
|
Debt extinguishment costs
|
(6.0)
|
|
|
0.5
|
|
|
(7.6)
|
|
|
(47.2)
|
|
|
Gain (loss) on derivative instruments
|
(153.2)
|
|
|
(1.5)
|
|
|
(294.6)
|
|
|
(4.4)
|
|
|
Other income (expense)
|
1.6
|
|
|
3.7
|
|
|
4.0
|
|
|
6.1
|
|
|
Total other expense
|
(208.4)
|
|
|
(50.9)
|
|
|
(452.1)
|
|
|
(210.5)
|
|
|
Net income (loss) before income taxes
|
245.3
|
|
|
272.0
|
|
|
(209.6)
|
|
|
(37.3)
|
|
|
Income tax (benefit) expense
|
(28.0)
|
|
|
(41.4)
|
|
|
(70.0)
|
|
|
(40.8)
|
|
|
Net income (loss)
|
$
|
273.3
|
|
|
$
|
313.4
|
|
|
$
|
(139.6)
|
|
|
$
|
3.5
|
|
|
EBITDA
|
$
|
332.6
|
|
|
$
|
365.2
|
|
|
$
|
48.6
|
|
|
$
|
241.1
|
|
|
Adjusted EBITDA
|
$
|
322.0
|
|
|
$
|
69.6
|
|
|
$
|
508.9
|
|
|
$
|
162.8
|
|
|
Adjusted EBITDA with Tax Attributes
|
$
|
347.2
|
|
|
$
|
92.5
|
|
|
$
|
572.6
|
|
|
$
|
224.0
|
|
Non-GAAP Financial Measures
We include in this Quarterly Report the non-GAAP financial measures EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes. We provide reconciliations of EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes to Net income (loss), our most directly comparable financial performance measure.
EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes are used as supplemental financial measures by our management and by external users of our financial statements such as investors, commercial banks, research analysts and others, to assess:
•the financial performance of our assets without regard to financing methods, capital structure or historical cost basis;
•the ability of our assets to generate cash sufficient to pay interest costs and support our indebtedness;
•our operating performance and return on capital as compared to those of other companies in our industry, without regard to financing or capital structure; and
•the viability of acquisitions and capital expenditure projects and the overall rates of return on alternative investment opportunities.
We believe that these non-GAAP measures are useful to analysts and investors as they exclude transactions not related to our core cash operating activities and provide metrics to analyze our ability to pay interest to our noteholders. However, the indentures governing our senior notes contain covenants that, among other things, restrict our ability to pay dividends. We believe that excluding these transactions allows investors to meaningfully analyze trends and performance of our core cash operations.
We define EBITDA for any period as net income (loss) plus interest expense (including amortization of debt issuance costs), income taxes and depreciation and amortization. We believe net income (loss) is the most directly comparable GAAP measure to EBITDA.
We define Adjusted EBITDA for any period as EBITDA adjusted for (a) impairment; (b) unrealized gains and losses from mark-to-market accounting for hedging activities; (c) realized gains and losses under derivative instruments excluded from the determination of net income (loss); (d) non-cash equity-based compensation expense and other non-cash items (excluding items such as accruals of cash expenses in a future period or amortization of a prepaid cash expense) that were deducted in computing net income (loss); (e) debt refinancing fees, extinguishment costs, premiums and penalties; (f) any net gain or loss realized in connection with an asset sale that was deducted in computing net income (loss); (g) amortization of turnaround costs; (h) LCM inventory adjustments; (i) the impact of liquidation of inventory layers calculated using the LIFO method; (j) RINs mark-to-market adjustments; (k) RINs incurrence expense; and (l) all extraordinary, unusual or non-recurring items of gain or loss, or revenue or expense.
We define Adjusted EBITDA Margin as Adjusted EBITDA divided by sales.
We define Adjusted EBITDA with Tax Attributes for any period as Adjusted EBITDA plus the notional value of CFPCs, less the difference between the notional value of any CFPCs sold and the amount realized from such sales during the period.
The definition of Adjusted EBITDA presented in this Quarterly Report is similar to the calculation of "Consolidated Cash Flow" contained in the indentures governing our Senior Notes (as defined in this Quarterly Report) and the calculation of "Consolidated EBITDA" contained in the Credit Agreement. We are required to report Consolidated Cash Flow to the holders of our Senior Notes and Consolidated EBITDA to the lenders under our revolving credit facility, and these measures are used by them to determine our compliance with certain covenants governing those debt instruments. Refer to Note 6 - "Long-Term Debt" under Part I, Item 1 "Financial Statements - Notes to Unaudited Condensed Consolidated Financial Statements" in this Quarterly Report for additional details regarding the covenants governing our debt instruments.
EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes should not be considered alternatives to Net income (loss) or Operating income (loss) or any other measure of financial performance presented in accordance with GAAP. In evaluating our performance as measured by EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes, management recognizes and considers the limitations of these measurements. EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes do not reflect our liabilities for the payment of income taxes, interest expense or other obligations such as capital expenditures. Accordingly, EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes are only three of several measurements that management utilizes. Moreover, our definition of EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes may not be comparable to similarly titled measures of another company because all companies may not calculate EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes in the same manner.
The following table presents a reconciliation of Net income (loss), our most directly comparable GAAP financial performance measure to EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes for each of the periods indicated (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
|
(In millions)
|
|
Reconciliation of Net income (loss) to EBITDA, Adjusted EBITDA, and Adjusted EBITDA with Tax Attributes
|
|
|
|
|
|
|
|
|
Net income (loss)
|
$
|
273.3
|
|
|
$
|
313.4
|
|
|
$
|
(139.6)
|
|
|
$
|
3.5
|
|
|
Add:
|
|
|
|
|
|
|
|
|
Interest expense
|
50.8
|
|
53.6
|
|
153.9
|
|
165.0
|
|
Depreciation and amortization
|
36.5
|
|
39.6
|
|
104.3
|
|
113.4
|
|
Income tax (benefit) expense
|
(28.0)
|
|
(41.4)
|
|
(70.0)
|
|
(40.8)
|
|
EBITDA
|
$
|
332.6
|
|
|
$
|
365.2
|
|
|
$
|
48.6
|
|
|
$
|
241.1
|
|
|
Add:
|
|
|
|
|
|
|
|
|
LCM / LIFO (gain) loss
|
$
|
(7.6)
|
|
|
$
|
5.1
|
|
|
$
|
(29.4)
|
|
|
$
|
3.1
|
|
|
Unrealized (gain) loss on derivative instruments
|
113.8
|
|
(2.0)
|
|
207.5
|
|
(9.1)
|
|
Debt extinguishment costs
|
6.0
|
|
(0.5)
|
|
7.6
|
|
47.2
|
|
Amortization of turnaround costs
|
8.7
|
|
11.1
|
|
27.9
|
|
31.9
|
|
Loss on impairment and disposal of assets
|
0.1
|
|
-
|
|
0.1
|
|
-
|
|
(Gain) loss on sale of business
|
-
|
|
6.4
|
|
-
|
|
(55.8)
|
|
RINs incurrence (gain) expense
|
(106.8)
|
|
(303.1)
|
|
(27.5)
|
|
(257.4)
|
|
RINs mark-to-market (gain) loss
|
(69.9)
|
|
(20.8)
|
|
161.6
|
|
145.1
|
|
Equity-based compensation and other items (1)
|
51.6
|
|
9.5
|
|
116.0
|
|
6.1
|
|
Other
|
0.3
|
|
(5.3)
|
|
1.0
|
|
2.1
|
|
Noncontrolling interest adjustments (3)
|
(6.8)
|
|
4.0
|
|
(4.5)
|
|
8.5
|
|
Adjusted EBITDA
|
$
|
322.0
|
|
|
$
|
69.6
|
|
|
$
|
508.9
|
|
|
$
|
162.8
|
|
|
Tax attributes (2)
|
25.2
|
|
22.9
|
|
63.7
|
|
61.2
|
|
Adjusted EBITDA with Tax Attributes
|
$
|
347.2
|
|
|
$
|
92.5
|
|
|
$
|
572.6
|
|
|
$
|
224.0
|
|
____________________________
(1)For the three months ended September 30, 2026 and 2025, equity-based compensation and other includes $38.0 million and $5.9 million of non-cash equity based compensation expense, respectively, and $13.7 million and $3.5 million of expenses related to the supply and offtake agreement, respectively. For the nine months ended September 30, 2026 and 2025, equity-based compensation and other includes $83.4 million and $(7.4) million of non-cash equity based compensation expense (benefit), respectively, and $32.6 million and $13.5 million of expenses related to the supply and offtake agreement, respectively.
(2)Tax attribute amounts reflect 100% of the notional value of CFPCs generated for each respective period presented less any discounts on the sale of CFPCs. The CFPCs can be realized by applying the credits to the Company's federal income tax liability or sold in a secondary market at a discounted rate.
(3) Noncontrolling interest adjustments reflect the portion of net income (loss) and Adjusted EBITDA add-back items attributable to the noncontrolling interest in MRHL, allocated based on the noncontrolling interest's proportionate ownership percentage. These adjustments are included to present Adjusted EBITDA on a basis attributable solely to Calumet, Inc.
The following table presents a reconciliation of Montana/Renewables Segment Net income (loss), our most directly comparable GAAP financial performance measure to Montana/Renewables Segment Adjusted EBITDA and Montana/Renewables Segment Adjusted EBITDA with Tax Attributes for each of the periods indicated unaudited (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
|
(In millions)
|
|
Reconciliation of Montana/Renewables Segment Net income (loss) to Segment Adjusted EBITDA, and Segment Adjusted EBITDA with Tax Attributes
|
|
|
|
|
|
|
|
|
Net income (loss)
|
$
|
109.1
|
|
|
$
|
103.7
|
|
|
$
|
31.3
|
|
|
$
|
(124.6)
|
|
|
Add:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
$
|
25.1
|
|
|
$
|
27.9
|
|
|
$
|
73.1
|
|
|
$
|
84.0
|
|
|
LCM / LIFO (gain) loss
|
(0.1)
|
|
2.0
|
|
(10.6)
|
|
(5.0)
|
|
Interest expense
|
14.9
|
|
15.4
|
|
43.6
|
|
48.8
|
|
Unrealized (gain) loss on derivative instruments
|
-
|
|
-
|
|
-
|
|
-
|
|
Debt extinguishment costs
|
0.8
|
|
(0.1)
|
|
0.8
|
|
47.5
|
|
Loss on impairment and disposal of assets
|
-
|
|
-
|
|
-
|
|
-
|
|
(Gain) loss on sale of business
|
-
|
|
-
|
|
-
|
|
-
|
|
RINs incurrence (gain) expense
|
(17.9)
|
|
(110.2)
|
|
(3.2)
|
|
(98.8)
|
|
RINs mark-to-market (gain) loss
|
(11.3)
|
|
(4.1)
|
|
25.4
|
|
45.7
|
|
Equity-based compensation and other items
|
-
|
|
-
|
|
-
|
|
5.6
|
|
Other
|
0.2
|
|
(4.3)
|
|
0.9
|
|
3.9
|
|
Income tax (benefit) expense
|
(28.6)
|
|
(40.1)
|
|
(73.1)
|
|
(40.1)
|
|
Noncontrolling interest adjustments (2)
|
(6.8)
|
|
4.0
|
|
(4.5)
|
|
8.5
|
|
Adjusted EBITDA
|
$
|
85.4
|
|
|
$
|
(5.8)
|
|
|
$
|
83.7
|
|
|
$
|
(24.5)
|
|
|
Tax attributes (1)
|
25.2
|
|
22.9
|
|
63.7
|
|
61.2
|
|
Adjusted EBITDA with Tax Attributes
|
$
|
110.6
|
|
|
$
|
17.1
|
|
|
$
|
147.4
|
|
|
$
|
36.7
|
|
____________________________
(1)Tax attribute amounts reflect 100% of the notional value of CFPCs generated for each respective period presented less any discounts on the sale of CFPCs. The CFPCs can be realized by applying the credits to the Company's federal income tax liability or sold in a secondary market at a discounted rate.
(2)Noncontrolling interest adjustments reflect the portion of net income (loss) and Adjusted EBITDA add-back items attributable to the noncontrolling interest in MRHL, allocated based on the noncontrolling interest's proportionate ownership percentage. These adjustments are included to present Adjusted EBITDA on a basis attributable solely to Calumet, Inc.
Changes in Results of Operations for the Three Months Ended September 30, 2026 and 2025
Sales. Sales increased $604.9 million, or 56.1%, to $1,682.9 million in the three months ended September 30, 2026, from $1,078.0 million in the same period in 2025. Sales for each of our principal product categories in these periods were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
2026
|
|
2025
|
|
% Change
|
|
|
(In millions, except barrel and per barrel data)
|
|
Sales by segment:
|
|
|
|
|
|
|
Specialty Products and Solutions:
|
|
|
|
|
|
|
Lubricating Oils
|
$
|
307.2
|
|
|
$
|
183.5
|
|
|
67.4
|
%
|
|
Solvents
|
156.0
|
|
|
97.7
|
|
|
59.7
|
%
|
|
Waxes
|
50.0
|
|
|
37.0
|
|
|
35.1
|
%
|
|
Fuels, asphalt and other by-products (1)
|
558.0
|
|
|
360.9
|
|
|
54.6
|
%
|
|
Total Specialty Products and Solutions:
|
$
|
1,071.2
|
|
|
$
|
679.1
|
|
|
57.7
|
%
|
|
Total Specialty Products and Solutions sales volume (in barrels)
|
5,902,568
|
|
5,992,000
|
|
(1.5)
|
%
|
|
Average Specialty Products and Solutions sales price per barrel
|
$
|
181.48
|
|
|
$
|
113.33
|
|
|
60.1
|
%
|
|
Montana/Renewables:
|
|
|
|
|
|
|
Fuels, asphalt and other by-products (2)
|
$
|
193.5
|
|
|
$
|
114.8
|
|
|
68.6
|
%
|
|
Renewable fuels
|
325.4
|
|
|
204.4
|
|
|
59.2
|
%
|
|
Total Montana/Renewables
|
$
|
518.9
|
|
|
$
|
319.2
|
|
|
62.6
|
%
|
|
Total Montana/Renewables sales volume (in barrels)
|
2,284,310
|
|
2,287,000
|
|
(0.1)
|
%
|
|
Average Montana/Renewables sales price per barrel
|
$
|
227.16
|
|
|
$
|
139.57
|
|
|
62.8
|
%
|
|
Performance Brands:
|
|
|
|
|
|
|
Total Performance Brands (3)
|
$
|
92.8
|
|
|
$
|
79.7
|
|
|
16.4
|
%
|
|
Total Performance Brands sales volume (in barrels)
|
162,944
|
|
149,000
|
|
9.4
|
%
|
|
Average Performance Brands sales price per barrel
|
$
|
569.52
|
|
|
$
|
534.90
|
|
|
6.5
|
%
|
|
|
|
|
|
|
|
|
Total sales
|
$
|
1,682.9
|
|
|
$
|
1,078.0
|
|
|
56.1
|
%
|
|
Total sales volume (in barrels)
|
8,349,822
|
|
8,428,000
|
|
(0.9)
|
%
|
____________________________
(1)Represents (a) by-products, including fuels and asphalt, produced in connection with the production of specialty products at the Shreveport, Princeton, Cotton Valley, Dickinson and Karns City facilities, and (b) polyol ester synthetic lubricants produced at the Missouri facility.
(2)Includes asphalt, heavy fuel oils and other products produced in connection with the production of fuels at the Montana specialty asphalt facility.
(3)Represents packaged and synthetic specialty products at our Porter, Texas and Shreveport, Louisiana packaging facilities.
The components of the $392.1 million increase in Specialty Products and Solutions segment sales for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, were as follows (in millions):
|
|
|
|
|
|
|
|
|
Dollar Change
|
|
Volume
|
$
|
(10.1)
|
|
|
Price
|
402.2
|
|
|
Total Specialty Products and Solutions segment sales increase (decrease)
|
$
|
392.1
|
|
Specialty Products and Solutions segment sales increased period over period, driven primarily by higher sales prices in response to rising commodity prices, while sales volumes remained relatively consistent with the prior-year period.
The components of the $199.7 million increase in Montana/Renewables segment sales for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, were as follows (in millions):
|
|
|
|
|
|
|
|
|
Dollar Change
|
|
Volume
|
$
|
(0.4)
|
|
|
Price
|
200.1
|
|
|
Total Montana/Renewables segment sales increase (decrease)
|
$
|
199.7
|
|
Montana/Renewables segment sales increased during the current year period as a result of significant sales price increases in response to increased commodity prices, while sales volumes remained relatively consistent with the prior-year period.
The components of the $13.1 million increase in Performance Brands segment sales for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, were as follows (in millions):
|
|
|
|
|
|
|
|
|
Dollar Change
|
|
Volume
|
$
|
7.4
|
|
|
Price
|
5.7
|
|
|
Total Performance Brands segment sales increase (decrease)
|
$
|
13.1
|
|
Performance Brands segment sales increased period over period, driven by strong sales volumes and improved pricing, reflecting continued customer demand and the impact of pricing actions implemented to offset elevated input costs.
Gross Profit. Gross profit increased $169.5 million to gross profit of $543.2 million in the three months ended September 30, 2026, from gross profit of $373.7 million in the same period in 2025. Gross profit for our business segments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
2026
|
|
2025
|
|
|
(In millions, except barrel and per barrel data)
|
|
Gross profit by segment:
|
|
|
|
|
Specialty Products and Solutions:
|
|
|
|
|
Gross profit
|
$
|
420.1
|
|
|
$
|
276.3
|
|
|
Percentage of sales
|
39.2
|
%
|
|
40.7
|
%
|
|
Specialty Products and Solutions gross profit per barrel
|
$
|
71.18
|
|
|
$
|
46.11
|
|
|
Montana/Renewables:
|
|
|
|
|
Gross profit
|
$
|
105.9
|
|
|
$
|
78.9
|
|
|
Percentage of sales
|
20.4
|
%
|
|
24.7
|
%
|
|
Montana/Renewables gross profit per barrel
|
$
|
46.38
|
|
|
$
|
34.50
|
|
|
Performance Brands:
|
|
|
|
|
Gross profit
|
$
|
17.2
|
|
|
$
|
18.5
|
|
|
Percentage of sales
|
18.5
|
%
|
|
23.2
|
%
|
|
Performance Brands gross profit per barrel
|
$
|
105.33
|
|
|
$
|
124.16
|
|
|
|
|
|
|
|
Total gross profit
|
$
|
543.2
|
|
|
$
|
373.7
|
|
|
Percentage of sales
|
32.3
|
%
|
|
34.7
|
%
|
The components of the $143.8 million increase in Specialty Products and Solutions segment gross profit for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, were as follows (in millions):
|
|
|
|
|
|
|
|
|
Dollar Change
|
|
Three months ended September 30, 2025 reported gross profit
|
$
|
276.3
|
|
|
Sales price
|
402.2
|
|
|
Cost of materials
|
(193.0)
|
|
|
LCM / LIFO inventory adjustments
|
9.2
|
|
|
Volumes
|
(2.4)
|
|
|
Operating costs (excl. RINs)
|
(9.3)
|
|
|
RINs
|
(62.9)
|
|
|
Three months ended September 30, 2026 reported gross profit
|
$
|
420.1
|
|
The increase in Specialty Products and Solutions segment gross profit for the three months ended September 30, 2026 as compared to the same period in 2025, was favorably impacted by higher sales prices in response to higher commodity prices. This increase was partially offset by higher cost of materials due to rising commodity prices and the unfavorable RIN impact due to the outsized SRE-related RIN liability relief recognized in the prior-year period, during which the Company received multi-year relief spanning several compliance periods in the third quarter of 2025, compared to relief limited to the 2025 compliance year in the current period.
The components of the $27.0 million increase in Montana/Renewables segment gross profit for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, were as follows (in millions):
|
|
|
|
|
|
|
|
|
Dollar Change
|
|
Three months ended September 30, 2025 reported gross profit
|
$
|
78.9
|
|
|
Sales price
|
200.1
|
|
|
Cost of materials
|
(88.6)
|
|
|
LCM / LIFO inventory adjustments
|
2.1
|
|
|
Volumes
|
-
|
|
|
Operating costs (excl. RINs)
|
(1.8)
|
|
|
RINs
|
(84.8)
|
|
|
Three months ended September 30, 2026 reported gross profit
|
$
|
105.9
|
|
The increase in Montana/Renewables segment gross profit for the three months ended September 30, 2026, as compared to the prior period, was driven by favorable sales pricing, which was offset by the impact of higher material costs and RINs. The unfavorable RIN impact is due to the outsized SRE-related RIN liability relief recognized in the prior-year period, during which the Company received multi-year relief spanning several compliance periods in the third quarter of 2025, compared to relief limited to the 2025 compliance year in the current period.
The components of the $1.3 million decrease in Performance Brands segment gross profit for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, were as follows (in millions):
|
|
|
|
|
|
|
|
|
Dollar Change
|
|
Three months ended September 30, 2025 reported gross profit
|
$
|
18.5
|
|
|
Sales price
|
5.7
|
|
|
Cost of materials
|
(16.5)
|
|
|
LCM / LIFO inventory adjustments
|
1.5
|
|
|
Volumes
|
2.5
|
|
|
Operating costs
|
5.5
|
|
|
Three months ended September 30, 2026 reported gross profit
|
$
|
17.2
|
|
Performance Brands segment gross profit for the three months ended September 30, 2026, as compared to the prior period, decreased primarily due to higher cost of material as elevated input prices continue to pressure margins. These impacts were partially offset by higher sales prices, increased sales volumes and lower operating costs. The favorable operating costs impact included $7.0 million of proceeds for a business interruption insurance claim that was recognized during the current quarter. The segment continues to implement pricing actions to mitigate ongoing input cost inflation, although the timing of price realization relative to changes in feedstock costs continues to impact margins.
General and administrative. General and administrative expenses increased $38.7 million, to $70.1 million in the three months ended September 30, 2026 from $31.4 million in the same period in 2025. The increase was driven by $32.1 million of non-cash stock-based compensation expense resulting from the mark-to-market remeasurement of the Company's liability-classified equity awards, which are remeasured each period based on changes in the Company's stock price. The Company's stock price increased from $36.02 per share as of June 30, 2026 to $52.38 per share as of September 30, 2026, driving the increase in the non-cash compensation liability. This impact was coupled with an increase of $3.3 million in professional services fees in the current year period.
Loss on Derivative Instruments. There was a $153.2 million loss on derivative instruments in the three months ended September 30, 2026, compared to a $1.5 million loss in the same period in 2025. This is due to an increase in our realized derivative loss of $35.9 million and an increase in our unrealized derivative loss of $115.8 million between the comparative periods. The realized loss is the result of $25.7 million of crack spread swap settlements during the quarter as commodity prices and crack spreads improved significantly. The unrealized loss is the result of higher commodity prices and crack spreads in the current period.
Income Tax Expense (Benefit). There was a $28.0 million income tax benefit in the three months ended September 30, 2026, compared to a $41.4 million income tax benefit in the same period in 2025. The income tax benefit in both the current year period and the prior year period were related to the generation and related sales activity of CFPCs in our Montana/Renewables segment.
Changes in Results of Operations for the Nine Months Ended September 30, 2026 and 2025
Sales. Sales increased $1,059.2 million, or 34.2%, to $4,157.7 million in the nine months ended September 30, 2026, from $3,098.5 million in the same period in 2025. Sales for each of our principal product categories in these periods were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
2026
|
|
2025
|
|
% Change
|
|
|
(In millions, except barrel and per barrel data)
|
|
Sales by segment:
|
|
|
|
|
|
|
Specialty Products and Solutions:
|
|
|
|
|
|
|
Lubricating Oils
|
$
|
780.1
|
|
|
$
|
576.0
|
|
|
35.4
|
%
|
|
Solvents
|
417.1
|
|
|
303.9
|
|
|
37.2
|
%
|
|
Waxes
|
130.6
|
|
|
115.4
|
|
|
13.2
|
%
|
|
Fuels, asphalt and other by-products (1)
|
1,460.9
|
|
|
961.8
|
|
|
51.9
|
%
|
|
Total Specialty Products and Solutions:
|
$
|
2,788.7
|
|
|
$
|
1,957.1
|
|
|
42.5
|
%
|
|
Total Specialty Products and Solutions sales volume (in barrels)
|
17,837,548
|
|
16,838,000
|
|
5.9
|
%
|
|
Average Specialty Products and Solutions sales price per barrel
|
$
|
156.34
|
|
|
$
|
116.23
|
|
|
34.5
|
%
|
|
Montana/Renewables:
|
|
|
|
|
|
|
Fuels, asphalt and other by-products (2)
|
$
|
432.9
|
|
|
$
|
320.1
|
|
|
35.2
|
%
|
|
Renewable fuels
|
650.8
|
|
|
578.8
|
|
|
12.4
|
%
|
|
Total Montana/Renewables
|
$
|
1,083.7
|
|
|
$
|
898.9
|
|
|
20.6
|
%
|
|
Total Montana/Renewables sales volume (in barrels)
|
5,800,174
|
|
6,905,000
|
|
(16.0)
|
%
|
|
Average Montana/Renewables sales price per barrel
|
$
|
186.84
|
|
|
$
|
130.18
|
|
|
43.5
|
%
|
|
Performance Brands:
|
|
|
|
|
|
|
Total Performance Brands (3)
|
$
|
285.3
|
|
|
$
|
242.5
|
|
|
17.6
|
%
|
|
Total Performance Brands sales volume (in barrels)
|
527,312
|
|
462,000
|
|
14.1
|
%
|
|
Average Performance Brands sales price per barrel
|
$
|
541.08
|
|
|
$
|
524.89
|
|
|
3.1
|
%
|
|
|
|
|
|
|
|
|
Total sales
|
$
|
4,157.7
|
|
|
$
|
3,098.5
|
|
|
34.2
|
%
|
|
Total sales volume (in barrels)
|
24,165,034
|
|
24,205,000
|
|
(0.2)
|
%
|
____________________________
(1)Represents (a) by-products, including fuels and asphalt, produced in connection with the production of specialty products at the Shreveport, Princeton, Cotton Valley, Dickinson and Karns City facilities, and (b) polyol ester synthetic lubricants produced at the Missouri facility.
(2)Includes asphalt, heavy fuel oils and other products produced in connection with the production of fuels at the Montana specialty asphalt facility.
(3)Represents packaged and synthetic specialty products at our Porter, Texas and Shreveport, Louisiana packaging facilities.
The components of the $831.6 million increase in Specialty Products and Solutions segment sales for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, were as follows (in millions):
|
|
|
|
|
|
|
|
|
Dollar Change
|
|
Volume
|
$
|
116.2
|
|
|
Price
|
715.4
|
|
Total Specialty Products and Solutions segment sales increase (decrease)
|
$
|
831.6
|
|
Specialty Products and Solutions segment sales increased period over period, driven primarily by higher sales prices in response to rising commodity prices. Sales volumes increased compared to the prior year despite the temporary suspension of operations at our Shreveport facility during a portion of the first quarter of 2026. The higher sales volume primarily reflects increased customer demand in the current market environment.
The components of the $184.8 million increase in Montana/Renewables segment sales for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, were as follows (in millions):
|
|
|
|
|
|
|
|
|
Dollar Change
|
|
Volume
|
$
|
(143.9)
|
|
|
Price
|
328.7
|
|
Total Montana/Renewables segment sales increase (decrease)
|
$
|
184.8
|
|
Montana/Renewables segment sales increased during the current year period as a result of improved renewable fuel prices. This was partially offset by a decline in volume driven by a planned outage to support the MaxSAF® expansion project that reduced our renewable fuels production by 22.3% in comparison to the prior year period.
The components of the $42.8 million increase in Performance Brands segment sales for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, were as follows (in millions):
|
|
|
|
|
|
|
|
|
Dollar Change
|
|
Volume
|
$
|
34.4
|
|
|
Price
|
8.4
|
|
Total Performance Brands segment sales increase (decrease)
|
$
|
42.8
|
|
Performance Brands segment sales increased period over period, driven by strong sales volumes, despite the prior year period including contributions from the divested Royal Purple Industrial business.
Gross Profit (Loss). Gross profit (loss) increased $225.4 million to gross profit of $474.1 million in the nine months ended September 30, 2026, from gross profit of $248.7 million in the same period in 2025. Gross profit (loss) for our business segments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
2026
|
|
2025
|
|
|
(In millions, except barrel and per barrel data)
|
|
Gross profit (loss) by segment:
|
|
|
|
|
Specialty Products and Solutions:
|
|
|
|
|
Gross profit (loss)
|
$
|
389.1
|
|
|
$
|
227.4
|
|
|
Percentage of sales
|
14.0
|
%
|
|
11.6
|
%
|
|
Specialty Products and Solutions gross profit (loss) per barrel
|
$
|
21.81
|
|
|
$
|
13.51
|
|
|
Montana/Renewables:
|
|
|
|
|
Gross profit (loss)
|
$
|
29.9
|
|
|
$
|
(41.5)
|
|
|
Percentage of sales
|
2.7
|
%
|
|
(4.6)
|
%
|
|
Montana/Renewables gross profit (loss) per barrel
|
$
|
5.14
|
|
|
$
|
(6.01)
|
|
|
Performance Brands:
|
|
|
|
|
Gross profit (loss)
|
$
|
55.1
|
|
|
$
|
62.8
|
|
|
Percentage of sales
|
19.3
|
%
|
|
25.9
|
%
|
|
Performance Brands gross profit (loss) per barrel
|
$
|
104.58
|
|
|
$
|
135.93
|
|
|
|
|
|
|
|
Total gross profit (loss)
|
$
|
474.1
|
|
|
$
|
248.7
|
|
|
Percentage of sales
|
11.4
|
%
|
|
8.0
|
%
|
The components of the $161.7 million increase in Specialty Products and Solutions segment gross profit (loss) for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, were as follows (in millions):
|
|
|
|
|
|
|
|
|
Dollar Change
|
|
Nine months ended September 30, 2025 reported gross profit (loss)
|
$
|
227.4
|
|
|
Sales price
|
715.4
|
|
Cost of materials
|
(405.0)
|
|
LCM / LIFO inventory adjustments
|
23.5
|
|
Volumes
|
26.0
|
|
Operating costs (excl. RINs)
|
(21.1)
|
|
RINs
|
(177.1)
|
|
Nine months ended September 30, 2026 reported gross profit (loss)
|
$
|
389.1
|
|
The increase in Specialty Products and Solutions segment gross profit (loss) for the nine months ended September 30, 2026 as compared to the same period in 2025, was primarily driven by higher sales prices in response to rising commodity prices, which more than offset increased material costs, as well as higher sales volumes. This improvement was partially offset by an unfavorable RIN impact, reflecting the outsized SRE-related RIN liability relief recognized in the prior-year period, during which the Company received multi-year relief spanning several compliance periods in the third quarter of
2025, compared to relief limited to the 2025 compliance year in the current period as well as and higher operating costs, including increased natural gas costs.
The components of the $71.4 million increase in Montana/Renewables segment gross profit (loss) for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, were as follows (in millions):
|
|
|
|
|
|
|
|
|
Dollar Change
|
|
Nine months ended September 30, 2025 reported gross profit (loss)
|
$
|
(41.5)
|
|
|
Sales price
|
328.7
|
|
Cost of materials
|
(181.9)
|
|
LCM / LIFO inventory adjustments
|
5.6
|
|
Volumes
|
(13.3)
|
|
Operating costs (excl. RINs)
|
10.0
|
|
RINs
|
(77.7)
|
|
Nine months ended September 30, 2026 reported gross profit (loss)
|
$
|
29.9
|
|
The increase in Montana/Renewables segment gross profit (loss) for the nine months ended September 30, 2026 was driven by performance across both businesses within the segment. Montana Renewables improved primarily due to higher renewable fuel sales prices, which more than offset increased renewable feedstock costs. Gross profit was unfavorably impacted by lower renewable fuel sales volumes resulting from a planned outage to complete the MaxSAF® 150 expansion project. Montana specialty asphalts benefited from higher asphalt and conventional fuel sales prices in response to rising commodity prices. This improvement was partially offset by an unfavorable RIN impact on the specialty asphalt business, reflecting the outsized SRE-related RIN liability relief recognized in the prior-year period, during which the Company received multi-year relief spanning several compliance periods in the third quarter of 2025, compared to relief limited to the 2025 compliance year in the current period. Operating costs were favorable period over period, reflecting continued operating cost discipline from efficiency initiatives implemented throughout the prior calendar year.
The components of the $7.7 million decrease in Performance Brands segment gross profit (loss) for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, were as follows (in millions):
|
|
|
|
|
|
|
|
|
Dollar Change
|
|
Nine months ended September 30, 2025 reported gross profit (loss)
|
$
|
62.8
|
|
|
Sales price
|
8.4
|
|
Cost of materials
|
(36.3)
|
|
LCM / LIFO inventory adjustments
|
3.5
|
|
Volumes
|
12.4
|
|
Operating costs
|
4.3
|
|
Nine months ended September 30, 2026 reported gross profit (loss)
|
$
|
55.1
|
|
Performance Brands segment gross profit (loss) for the nine months ended September 30, 2026, as compared to the prior period, decreased $7.7 million. The decrease is primarily driven by higher material costs, particularly Group III base oils and synthetic feedstocks, which continued to outpace realized price increases. These impacts were partially offset by higher sales volumes, reflecting continued strong customer demand, as well as favorable operating costs. Sales volume
growth was achieved despite the prior-year period including contributions from the divested Royal Purple Industrial business.
General and administrative. General and administrative expenses increased $90.9 million, to $175.5 million in the nine months ended September 30, 2026 from $84.6 million in the same period in 2025. Consistent with the three-month discussion above, the increase was primarily driven by $90.8 million of non-cash stock-based compensation related to the increase in the Company's stock price.. This impact was partially offset by a $2.6 million decrease in professional services fees.
Gain on sale of business. There was a $55.8 million gain on sale of business in the prior year period for the sale of assets related to the industrial portion of the Royal Purple® business. There was no gain or loss for the sale of a business recorded in the current year period. Refer to Note 2 - "Summary of Significant Accounting Policies" under Part I, Item 1 "Financial Statements - Notes to Unaudited Condensed Consolidated Financial Statements" for additional information related to the sale of assets related to the industrial portion of the Royal Purple® business.
Debt Extinguishment Cost. The $7.6 million expense for debt extinguishment costs in the nine months ended September 30, 2026 was primarily related to the redemption of the outstanding 2026 Notes, 2027 Notes and 2028 Mirror Issuance Notes during the period. The $47.2 million expense for debt extinguishment costs in the nine months ended September 30, 2025 was related to the repurchase of the equipment associated with the MRL Asset Financing Arrangements, repayment of outstanding loans under the MRL Term Loan Credit Agreement and MRL Revolving Credit Agreement and repayment of outstanding obligations under the MRL Supply and Offtake Agreement. Refer to Note 6 - "Long-Term Debt" under Part I, Item 1 "Financial Statements - Notes to Unaudited Condensed Consolidated Financial Statements" for additional information.
Loss on Derivative Instruments. There was a $294.6 million loss on derivative instruments in the nine months ended September 30, 2026, compared to a $4.4 million loss in the same period in 2025. This is primarily due to an increase in our realized derivative loss of $73.6 million and an increase in our unrealized derivative loss of $216.6 million between the comparative periods. The realized loss is primarily the result of $54.5 million of crack spread swap settlements during the current year period as commodity prices and crack spreads improved significantly. The unrealized loss is the result of higher commodity prices and crack spreads in the current period.
Income Tax Expense (Benefit). There was a $70.0 million income tax benefit in the nine months ended September 30, 2026, compared to a $40.8 million income tax benefit in the same period in 2025. The income tax benefit in both the current year period and the prior year period were related to the generation and sale of CFPCs in our Montana/Renewables segment.
Liquidity and Capital Resources
General
The following should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" included under Part II, Item 7 in our 2025 Annual Report. There have been no material changes in that information other than as discussed below. Also, see Note 5 - "Inventory Financing Agreements" and Note 6 - "Long-Term Debt" under Part I, Item 1 "Financial Statements - Notes to Unaudited Condensed Consolidated Financial Statements" in this Quarterly Report for additional discussions related to our Supply and Offtake Agreements and our long-term debt.
Cash Flows from Operating, Investing and Financing Activities
We believe that we have sufficient liquid assets, cash flow from operations, borrowing capacity and adequate access to capital markets to meet our financial commitments, debt service obligations and anticipated capital expenditures for at least the next 12 months. We continue to seek to lower our operating costs, selling expenses and general and administrative expenses as a means to further improve our cash flow from operations with the objective of having our cash flow from operations support all of our capital expenditures and interest payments. However, we are subject to business and operational risks that could materially adversely affect our cash flows. A material decrease in our cash flow from operations including a significant, sudden decrease in crude oil prices would likely produce a corollary effect on our borrowing capacity under our revolving credit facility and potentially our ability to comply with the covenants under our revolving credit facility. A significant, sudden increase in crude oil prices, if sustained, would likely result in increased
working capital requirements which would be funded by borrowings under our revolving credit facility. In addition, our cash flow from operations may be impacted by the timing of settlement of our derivative activities. Gains and losses from derivative instruments that do not qualify as cash flow hedges are recorded in unrealized gain (loss) on derivative instruments until settlement and will impact operating cash flow in the period settled.
The following table summarizes our primary sources and uses of cash in each of the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
2026
|
|
2025
|
|
|
|
(In millions)
|
|
|
Net cash provided by (used in) operating activities
|
$
|
224.6
|
|
|
$
|
(7.6)
|
|
|
|
Net cash provided by (used in) investing activities
|
(64.8)
|
|
|
55.8
|
|
|
|
Net cash provided by (used in) financing activities
|
(105.1)
|
|
|
80.5
|
|
|
|
Net increase (decrease) in cash, cash equivalents and restricted cash
|
$
|
54.7
|
|
|
$
|
128.7
|
|
|
Operating Activities. Operating activities provided cash of $224.6 million during the nine months ended September 30, 2026 compared to using cash of $7.6 million during the same period in 2025. Cash flows from operations reflected the impact of the strong fuel crack spread and specialty products margin environment in the current year. This impact was partially offset by an increase in cash used to meet working capital requirements as our cash flows adjust to the increase in commodity prices.
Investing Activities. Investing activities used cash of $64.8 million during the nine months ended September 30, 2026 compared to providing cash of $55.8 million during the same period in 2025. The change is related to the net proceeds received for the sale of the Royal Purple Industrial business in the prior year period. Cash expenditures for additions to property, plant and equipment in the current period were higher than the prior period, primarily due to the MaxSAF® expansion related projects.
Financing Activities. Financing activities used cash of $105.1 million in the nine months ended September 30, 2026 compared to providing cash of $80.5 million during the same period in 2025. The use of cash in the current period is primarily due to the full repayment and extinguishment of the 2026 Notes, 2027 Notes and 2028 Mirror Issuance Notes and payments on the revolving credit agreement which has no outstanding borrowings as of September 30, 2026. This reduction in debt was partially offset by the issuance of the 2031 Notes and borrowings under the DOE Loan of $34.0 million in connection with the closing of the First Amendment to the DOE Loan. Cash provided by financing activities in the prior period primarily consisted of borrowings we received from the DOE Loan and 2028 Mirror Issuance Notes, offset by the payments we made to repay outstanding borrowings under the revolving credit agreement, repurchase the equipment associated with the MRL Asset Financing Arrangements, repay the outstanding loans under the MRL Term Loan Credit Agreement and MRL Revolving Credit Agreement, repay the outstanding obligations under the MRL Supply and Offtake Agreement, and partially redeem the 2026 Notes.
Capital Expenditures
Our property, plant and equipment capital expenditure requirements consist of capital improvement expenditures, replacement capital expenditures, environmental capital expenditures and turnaround capital expenditures. Capital improvement expenditures include the acquisition of assets to grow our business, facility expansions, or capital initiatives that reduce operating costs. Replacement capital expenditures replace worn out or obsolete equipment or parts. Environmental capital expenditures include asset additions to meet or exceed environmental and operating regulations. Turnaround capital expenditures represent capitalized costs associated with our periodic major maintenance and repairs.
The following table sets forth our capital improvement expenditures, replacement capital expenditures, environmental capital expenditures and turnaround capital expenditures in each of the periods shown, including capitalized interest (in millions):
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Nine Months Ended September 30,
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2026
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2025
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Capital improvement expenditures
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$
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30.4
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$
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7.9
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Replacement capital expenditures
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32.4
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29.8
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Environmental capital expenditures
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0.5
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1.9
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Additions to property, plant, and equipment
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63.3
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39.6
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Turnaround capital expenditures
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27.0
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23.3
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Total
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$
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90.3
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$
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62.9
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2026 Capital Spending Forecast
We are forecasting total capital expenditures of approximately $130.0 million to $160.0 million in 2026. Our forecasted capital expenditures are primarily related to maintenance and reliability projects and capital expenditures associated with MaxSAF®. We anticipate that capital expenditure requirements for the MaxSAF® project will be funded by MRL, an unrestricted subsidiary of the Company, through cash flows from operations, cash on hand and borrowings under the DOE Loan. We anticipate that capital expenditure requirements for our restricted subsidiaries group will be provided primarily through cash flows from operations, cash on hand, and by available borrowings under our revolving credit facility. If future capital expenditures require amounts in excess of our then-current cash flow from operations and borrowing availability under our revolving credit facility, we may be required to issue debt or equity securities in public or private offerings or incur additional borrowings under bank credit facilities to meet those costs.
Debt and Credit Facilities
As of September 30, 2026, our primary debt and credit instruments consisted of the following:
•$600.0 million senior secured revolving credit facility maturing in January 2031, subject to borrowing base limitations, with a maximum letter of credit sub-limit equal to $200.0 million, which amount may be increased to 90% of revolver commitments in effect with the consent of the Agent (as defined in the Credit Agreement) ("revolving credit facility");
•$555.0 million of 9.75% Senior Notes due 2031 ("2031 Notes");
•$200.0 million of 9.25% Senior Secured First Lien Notes due 2029 ("2029 Secured Notes");
•$325.0 million of 9.75% Senior Notes due 2028 ("2028 Notes");
•$879.6 million of borrowings under our DOE Loan;
•$108.6 million of financing through our Shreveport terminal asset financing arrangement; and
•$136.8 million of financing through our Montana refinery asset financing arrangement.
We were in compliance with all covenants under the debt instruments in place as of September 30, 2026 and believe we have adequate liquidity to conduct our business.
On January 23, 2026, the Company entered into the Ninth Amendment to the Third Amended and Restated Credit Agreement. The Ninth Amendment amended the Credit Agreement. Among other changes, the Ninth Amendment modified the Credit Agreement to (i) extend the maturity date to January 23, 2031, (ii) provide for commitments of $500.0 million, subject to borrowing base limitations, (iii) revise certain covenants, representations and warranties, events of default and other terms to permit the Company or one or more of its subsidiaries to consummate one or more new inventory financing transactions, subject in each case to the Company's satisfaction of certain customary conditions and (iv) provide for a reduction of commitments under the Credit Agreement from $500.0 million to $425.0 million if any such inventory financing transaction is consummated.
On September 11, 2026, the Company entered into the Eleventh Amendment to the Third Amended and Restated Credit Agreement (the "Eleventh Amendment"). The Eleventh Amendment amended the Third Amended and Restated
Credit Agreement, dated as of February 23, 2018 (the "Credit Agreement"), by and among Calumet GP, LLC, Calumet Specialty Products Partners, L.P. (the "Partnership"), certain subsidiaries of the Company party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. Among other changes, the Eleventh Amendment modified the Credit Agreement to provide for an increase in commitments from $500.0 million to $600.0 million, subject to borrowing base limitations.
See Note 6 - "Long-Term Debt" under Part I, Item 1 "Financial Statements - Notes to Unaudited Condensed Consolidated Financial Statements" for additional information related to the Company's Credit Agreement.
On January 12, 2026, the Issuers issued and sold $405.0 million aggregate principal amount of 2031 Notes in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act. The Company subsequently redeemed all of the 2026 Notes and all of the 2027 Notes in January 2026.
On March 17, 2026, the Issuers issued and sold $150.0 million aggregate principal amount of additional 2031 Notes (the "Additional Notes") in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act. The Company used the net proceeds from the offering of the Additional Notes to repay borrowings outstanding under the Company's revolving credit facility. See Note 6 - "Long-Term Debt" under Part I, Item 1 "Financial Statements - Notes to Unaudited Condensed Consolidated Financial Statements" for additional information.
The borrowing base on our credit facility increased from approximately $448.8 million as of September 30, 2025, to approximately $579.3 million at September 30, 2026. Our borrowing availability increased from approximately $209.8 million at September 30, 2025, to approximately $522.0 million at September 30, 2026. Total liquidity, consisting of unrestricted cash, restricted cash and available funds under our credit facility, increased from $384.4 million at September 30, 2025 to $781.8 million at September 30, 2026.
Inventory Financing
Refer to Note 5 - "Inventory Financing Agreements" in Part I, Item 1 "Financial Statements - Notes to Unaudited Condensed Consolidated Financial Statements" for additional information regarding our Supply and Offtake Agreement.
Short-Term Liquidity
As of September 30, 2026, our principal sources of short-term liquidity were (i) $522.0 million of availability under our credit facility, (ii) an inventory financing agreement related to our Shreveport facility, (iii) $225.2 million of unrestricted cash on hand, and (iv) $34.6 million of restricted cash. Borrowings under our revolving credit facility can be used for, among other things, working capital, capital expenditures and other lawful partnership purposes including acquisitions. For additional information regarding our revolving credit facility, see Note 6 - "Long-Term Debt" under Part I, Item 1 "Financial Statements - Notes to Unaudited Condensed Consolidated Financial Statements" in this Quarterly Report.
Long-Term Financing
In addition to our principal sources of short-term liquidity listed above, subject to market conditions, we may meet our cash requirements through the issuance of long-term notes or additional common shares.
From time to time, we issue long-term debt securities referred to as our senior notes. Our outstanding senior notes are unsecured obligations that rank equally with all of our other senior debt obligations to the extent they are unsecured. As of September 30, 2026, we had $325.0 million in 2028 Notes, $200.0 million in 2029 Secured Notes, and $555.0 million in 2031 Notes outstanding. In addition, as of September 30, 2026, we had $879.6 million of debt outstanding for the DOE Loan, $108.6 million of other debt outstanding for the Shreveport terminal asset financing arrangement and $136.8 million of other debt outstanding for the Montana refinery asset financing arrangement. Borrowings under the DOE Loan are obligations of our unrestricted subsidiaries MRL and MRHL solely, and are non-recourse to the Company and its restricted subsidiaries.
To date, our debt balances have not adversely affected our operations, our ability to repay or refinance our indebtedness. Based on our historical record, we believe that our capital structure will continue to allow us to achieve our business objectives.
For additional information regarding our senior notes, refer to Note 6 - "Long-Term Debt" under Part I, Item 1 "Financial Statements - Notes to Unaudited Condensed Consolidated Financial Statements" in this Quarterly Report and Note 9 - "Long-Term Debt" in Part II, Item 8 "Financial Statements and Supplementary Data" of our 2025 Annual Report.
Master Derivative Contracts and Collateral Trust Agreement
For additional discussion regarding our master derivative contracts and collateral trust agreement, see "Master Derivative Contracts and Collateral Trust Agreement" under Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2025 Annual Report.
Critical Accounting Estimates
For additional discussion regarding our critical accounting estimates, see "Critical Accounting Estimates" under Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2025 Annual Report.