Delek US Holdings Inc.
08/05/2026 | Press release | Distributed by Public on 08/05/2026 11:10
Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is management's analysis of our financial performance and of significant trends that may affect our future performance. The MD&A should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and in the Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 27, 2026 (the "Annual Report on Form 10-K"). Those statements in the MD&A that are not historical in nature should be deemed forward-looking statements that are inherently uncertain.
Delek US Holdings, Inc. is a registrant pursuant to the Securities Act of 1933, as amended ("Securities Act") and is listed on the New York Stock Exchange ("NYSE") under the ticker symbol "DK". Unless otherwise noted or the context requires otherwise, the terms "we," "our," "us," "Delek" and the "Company" are used in this report to refer to Delek US Holdings, Inc. and its consolidated subsidiaries for all periods presented. You should read the following discussion of our financial condition and results of operations in conjunction with our historically condensed consolidated financial statements and notes thereto.
The Company announces material information to the public about the Company, its products and services and other matters through a variety of means, including filings with the SEC, press releases, public conference calls, the Company's website (www.delekus.com), the investor relations section of its website (ir.delekus.com), the news section of its website (www.delekus.com/news), and/or social media, including its X account (@DelekUSHoldings). The Company encourages investors and others to review the information it makes public in these locations, as such information could be deemed to be material information. Please note that this list may be updated from time to time.
This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These forward-looking statements reflect our current estimates, expectations and projections about our future results, performance, prospects, and opportunities. Forward-looking statements include, among other things, statements that refer to acquisitions, including any statements regarding the expected benefits, synergies, growth opportunities, impact on liquidity and prospects, and other financial and operating benefits thereof, statements regarding the effect, impact, potential duration or other implications of, or expectations expressed with respect to, the outbreak of a pandemic and its impact on oil production and pricing, and statements regarding our efforts and plans in response to such events, the information concerning possible future results of operations, business and growth strategies, including as the same may be impacted by any ongoing military conflict, such as the armed conflicts in Ukraine and the Middle East, financing plans, expectations that regulatory developments or other matters will or will not have a material adverse effect on our business or financial condition, our competitive position and the effects of competition, the projected growth of the industry in which we operate, and the benefits and synergies to be obtained from our completed and any future acquisitions or dispositions, statements of management's goals and objectives, and other similar expressions concerning matters that are not historical facts. Words such as "may," "will," "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "appears," "projects" and similar expressions, as well as statements in future tense, identify forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management's good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Important factors that, individually or in the aggregate, could cause such differences include, but are not limited to:
•volatility in our refining margins or fuel gross profit as a result of changes in the prices of crude oil, other feedstocks, and refined petroleum products;
•reliability of our operating assets;
•actions of our competitors and customers;
•changes in, or the failure to comply with, the extensive government regulations applicable to our industry segments, including current and future restrictions on commercial and economic activities in response to future public health crises;
•our ability to execute our long-term sustainability strategy and growth through acquisitions, such as the Gravity Water Intermediate Holdings LLC ("Gravity") acquisition (the "Gravity Acquisition"), and dispositions, and joint ventures, including our ability to successfully integrate acquisitions, complete strategic transactions, safety initiatives and capital projects, realize expected synergies, cost savings and other benefits therefrom, return value to shareholders, or achieve operational efficiencies;
•diminishment in value of long-lived assets may result in an impairment in the carrying value of the assets on our balance sheet and a resultant loss recognized in the statement of operations;
•the impact on commercial activity and other economic effects of any widespread public health crisis, including uncertainty regarding the timing, pace and extent of economic recovery following any such crisis;
•general economic and business conditions affecting the southern, southwestern, and western United States ("U.S"), particularly levels of spending related to travel and tourism;
•volatility under our derivative instruments;
•deterioration of creditworthiness or overall financial condition of a material counterparty (or counterparties);
•unanticipated increases in cost or scope of, or significant delays in the completion of, our capital improvement safety initiative and periodic turnaround projects;
•risks and uncertainties with respect to the quantities and costs of refined petroleum products supplied to our pipelines and/or held in our terminals;
•operating hazards, natural disasters, weather related disruptions, casualty losses, and other matters beyond our control;
•increases in our debt levels or costs;
•possibility of accelerated repayment on a portion of our Inventory Intermediation Agreement obligation if the purchase price adjustment feature triggers a change on the re-pricing dates;
•changes in our ability to continue to access the credit markets;
•compliance, or failure to comply, with restrictive and financial covenants in our various debt agreements;
•changes in our ability to pay dividends;
•seasonality;
•the decline in margins impacting current results and forecasts could result in impairments in certain of our long-lived or indefinite-lived assets, including goodwill, or have other financial statement impacts that cannot currently be anticipated;
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Management's Discussion and Analysis
•earthquakes, hurricanes, tornadoes, and other weather events, which can unforeseeably affect the price or availability of electricity, natural gas, crude oil, and other feedstocks, critical supplies, refined petroleum products and ethanol;
•increases in costs of compliance with, or liability for violation of, existing or future laws, regulations and other requirements;
•societal, legislative, and regulatory measures to address climate change and greenhouse gases emissions ("GHG");
•our ability to execute our sustainability improvement plans, including GHG reduction targets;
•acts of terrorism (including cyber-terrorism) aimed at either our facilities or other facilities;
•impacts of global conflicts such as the armed conflicts in Ukraine and the Middle East;
•future decisions by the Organization of Petroleum Exporting Countries ("OPEC") and the members of other leading oil producing countries (together with OPEC, "OPEC+") regarding production and pricing and disputes between OPEC+ members regarding the same;
•disruption, failure, or cybersecurity breaches affecting or targeting our information technology ("IT") systems and controls, our infrastructure, or the infrastructure of our cloud-based IT service providers;
•changes in the cost or availability of transportation for feedstocks and refined products; and
•other factors discussed under Item 1A. Risk Factors and Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and in our other filings with the SEC.
In light of these risks, uncertainties and assumptions, our actual results of operations and execution of our business strategy could differ materially from those expressed in, or implied by, the forward-looking statements, and you should not place undue reliance upon them. In addition, past financial and/or operating performance is not necessarily a reliable indicator of future performance, and you should not use our historical performance to anticipate future results or period trends. We can give no assurances that any of the events anticipated by any forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition. All forward-looking statements included in this report are based on information available to us on the date of this report. We undertake no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise.
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Management's Discussion and Analysis
Executive Summary: Management's View of Our Business and Strategic Overview
| Management's View of Our Business | ||
We are an integrated downstream energy business focused on petroleum refining and the transportation, storage and wholesale distribution of crude oil, intermediate and refined products as well as wastewater processing, disposal, and recycling.
Business and Economic Environment Overview
Our focus on safe and reliable operations is a pillar which underlines all of our business activities. We continue to identify opportunities to mitigate market risk and focus on efforts that improve our overall cost structure without compromising operational excellence. Our disciplined approach to cost control, coupled with a focus on our enterprise optimization plan ("EOP") margin enhancements supported strong earnings before interest, taxes, depreciation and amortization, and proportional interest, taxes, depreciation and amortization of equity method investments ("EBITDA") and cash flow, while our capital deployment remained aligned with our strategic priorities. We remain committed to building on the progress achieved through the EOP since 2024 and unlocking further free cash flow improvements across all business lines. In 2026, we completed the Big Spring Refinery turnaround safely, on budget and on-time, positioning us to maximize operations for the summer driving season. We also advanced our strong balance sheet initiatives, including issuing new 6.875% Notes due 2034, redeeming all 7.125% Notes due 2028 and a portion of the 8.625% Notes due 2029, and entering into amended and new credit facilities for Delek and Delek Logistics. Additionally, we executed asset purchase agreements with Delek Logistics, (collectively referred to as "the Intercompany Agreements") which will return refining-related activities and assets back to our refining segment and create further economic independence for our Logistics business.
Global crude oil and refined product markets have experienced significant volatility in 2026, driven by geopolitical instability in the Middle East, including the ongoing conflict involving Iran and resulting disruptions to maritime transit through the Strait of Hormuz. During the second quarter of 2026, our Refining segment continued to benefit from a constructive margin environment compared to 2025, supported by increased crack spreads and favorable crude oil differentials. The domestic West Texas Intermediate ("WTI") differentials compared to Brent continued to be favorable, but the WTI Midland to Cushing differential widened in the second quarter of 2026. We will continue to execute on our priorities of safe and reliable operations, advancing our EOP cost saving initiatives, and delivering shareholder value while maintaining our financial strength and flexibility.
The near term economic outlook remains uncertain due to geopolitical instability, commodity market volatility and our requirements to comply with the U.S. Environmental Protection Agency's Renewable Fuel Standard - 2 ("RFS-2") regulations. On August 3, 2026 EPA announced its final action on certain petitions for small refinery exemptions under the Renewable Fuel Standard program, which included the petition submitted for the Krotz Springs refinery for the 2024 compliance year. The EPA's action follows the D.C. Court of Appeals' April 7, 2026 decision vacating the EPA's prior denial of the 2024 exemption application. We believe this action reinforces the important role that SREs play in ensuring the RFS program appropriately recognizes the disproportionate economic hardship that is experienced by qualifying small refineries.
In response to uncertainty, we continue to progress our business transformation focused on enterprise-wide opportunities to improve the efficiency of our cost structure. We continued to advance our strategic initiatives aimed at long-term value creation. This includes the progress made on our EOP. The EOP includes leaner costs including lower general and administrative expenses, lower operating expenses and lower interest expense.
We want to reward our shareholders with a disciplined and balanced capital allocation framework. As we strengthen our relative financial position, we believe a balanced approach between shareholder returns and balance sheet improvement is appropriate. As of June 30, 2026, we returned $51.2 million of capital in 2026 to shareholders through dividends and share buybacks.
Our near-term focus is centered around the following: (1) operational excellence, (2) financial strength and flexibility, (3) strategic initiatives which includes unlocking the "sum of the parts" value of our existing business while identifying growth opportunities to enhance the Company's scale and diversify revenue streams, (4) continuing our EOP efforts to enhance margin and cash flow and (5) returns to investors. See further discussion in the "Strategic Objectives" section below.
See further discussion on macroeconomic factors and market trends, including the impact on 2026, in the 'Market Trends' section below.
Other 2026 Developments
Delek Debt Agreements
On May 15, 2026, Delek entered into an amendment ("Amendment No. 1") to the Delek Term Loan Credit Facility. Proceeds and cash on hand were used to refinance the Company's existing term loan facility. As a result of the refinancing effected pursuant to Amendment No. 1, outstanding term loans of the Company were reduced to an aggregate principal amount of $850.0 million. Amendment No. 1, among other modifications, (i) extended the maturity of the Delek Term Credit Facility to May 15, 2032 and (ii) reduced the rate of interest on borrowings, at the Company's election, to either term SOFR plus 300 basis points or base rate plus 200 basis points. The amendment also allows for up to 750.0 million in incremental loans subject to certain restrictions.
On April 9, 2026, the Company entered into Amendment No. 4 to Third Amended and Restated Credit Agreement ("Amendment No. 4" and, as amended, the "ABL Credit Agreement"). Amendment No. 4, among other modifications, (i) increased the revolving loan commitments from
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Management's Discussion and Analysis
$1,100.0 million to $1,250.0 million, (ii) extended the maturity date of the Delek Revolving Credit Facility from October 26, 2027 to April 9, 2031, (iii) reduced the interest rate margins applicable to the Delek Revolving Credit Facility by 0.25% and (iv) amended certain thresholds for obligations under the Existing ABL Credit Agreement.
Delek Logistics
On January 30, 2026, we entered into the Intercompany Agreements, pursuant to which we agreed to acquire a Tyler refinery tank for total consideration of $19.0 million (the "Tyler Tank Purchase") and El Dorado tank and terminal assets for total consideration of $66.0 million (the "El Dorado Terminal Purchase"). The Tyler Tank Purchase closed on April 1, 2026 with consideration paid through transfer of Delek Logistics common units, based on a 30-day volume weighted average unit price. The El Dorado Terminal Purchase is expected to close on October 1, 2027, subject to the satisfaction of customary closing conditions. In addition, pursuant to the Intercompany Agreements, Delek waived Omnibus fees for an aggregate of $4.0 million during the first two quarters of 2026.
These transactions with Delek Logistics have been eliminated in consolidation.
Delek Logistics Debt Agreement
On May 14, 2026, Delek Logistics sold $800.0 million in aggregate principal amount of the Co-issuers 6.875% Senior Notes due 2034 (the "Delek Logistics 2034 Notes"). Net proceeds were used to redeem the Delek Logistics 2028 Notes and a portion of the Delek Logistics 2029 Notes.
Cybersecurity Incident
In July 2026, we identified a cybersecurity incident in which an unauthorized third party accessed a single employee's account and copied certain files from our email and SharePoint environment. Upon discovery, we promptly contained the incident, disabled the affected credentials, and engaged a third-party forensic firm and outside legal counsel. The incident did not affect our refining or logistics operations, or financial reporting systems, and did not result in any loss of availability of our data. Management has determined, based on information known to date, that the incident is not material and is not reasonably likely to have a material impact on our business, financial condition, or results of operations. Our assessment of applicable notification and other legal obligations remains ongoing.
Information About Our Segments
We aggregated our operating segments into two reportable segments: Refining and Logistics.
Operations that are not specifically included in the reportable segments are included in Corporate, Other and Eliminations, which consist of our corporate activities, results of certain immaterial operating segments and intercompany eliminations.
| Refining Overview | ||
The refining segment processes crude oil and other feedstocks for the manufacture of transportation motor fuels, including various grades of gasoline, diesel fuel, aviation fuel, asphalt, and other petroleum-based products that are distributed through owned and third-party product terminals. The refining segment has a combined nameplate capacity of 302,000 bpd as of June 30, 2026. A high-level summary of the refinery activities is presented below:
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Tyler, Texas refinery (the "Tyler refinery") |
El Dorado, Arkansas refinery (the "El Dorado refinery") |
Big Spring, Texas refinery (the "Big Spring refinery") |
Krotz Springs, Louisiana refinery (the "Krotz Springs refinery") |
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| Total Nameplate Capacity (bpd) | 75,000 | 80,000 | 73,000 | 74,000 | ||||||||||
| Primary Products | Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, petroleum coke and sulfur | Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, asphalt and sulfur | Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, aromatics and sulfur | Gasoline, jet fuel, high-sulfur diesel, light cycle oil, liquefied petroleum gases, propylene and ammonium thiosulfate | ||||||||||
| Relevant Crack Spread Benchmark |
Gulf Coast 5-3-2
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Gulf Coast 5-3-2 (1)
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Gulf Coast 3-2-1 (2)
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Gulf Coast 2-1-1 (3)
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| Marketing and Distribution |
The refining segment's petroleum-based products are marketed primarily in the south central and southwestern regions of the United States, and the refining segment also ships and sells gasoline into wholesale markets in the southern and eastern United States. In addition, we sell motor fuels through our wholesale distribution network on an unbranded basis.
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(1) While there is variability in the crude slate and the product output at the El Dorado refinery, we compare our per barrel refined product margin to the U.S. Gulf Coast ("Gulf Coast") 5-3-2 crack spread because we believe it to be the most closely aligned benchmark.
(2) Our Big Spring refinery is capable of processing substantial volumes of sour crude oil, which has historically cost less than intermediate, and/or substantial volumes of sweet crude oil, and therefore the WTI Cushing/ West Texas Sour ("WTS") price differential, taking into account differences in production yield, is an important measure for helping us make strategic, market-respondent production decisions.
(3) The Krotz Springs refinery has the capability to process substantial volumes of light sweet crude oil to produce a high percentage of refined light products.
Our refining segment also owns two biodiesel facilities involved in the production of biodiesel fuels and related activities, located in Crossett, Arkansas and New Albany, Mississippi. During the second quarter of 2024, we made the decision to idle the biodiesel facilities, while exploring viable and sustainable alternatives. In the fourth quarter of 2025, we sold our Cleburne, Texas facility. In addition, the refining segment includes
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Management's Discussion and Analysis
our wholesale crude operations and our 50% interest in a joint venture that owns asphalt terminals located in the southwestern region of the U.S.
| Logistics Overview | ||
Our logistics segment contains a full suite of gas, crude and water systems that gathers, transports and stores crude oil and natural gas; markets, distributes, transports and stores refined products; and disposes and recycles water in select regions of the southern United States, West Texas, New Mexico and North Dakota for our refining segment and third parties. It is comprised of the consolidated balance sheet and results of operations of Delek Logistics (NYSE: DKL), where we owned a 63.0% interest at June 30, 2026. Delek Logistics was formed by Delek in 2012 to own, operate, acquire and construct crude oil and refined products logistics and marketing assets. The logistics segment's gathering and processing business owns or leases capacity on approximately 390 miles of crude oil transportation pipelines, approximately 169 miles of refined product pipelines, and approximately 767-mile of crude oil gathering system. Additionally, in the Delaware Basin, we have been expanding our natural gas processing capabilities by constructing a new natural gas processing plant and adding acid gas injection and sour gas processing capabilities. This segment also includes water disposal and recycling operations, located in the Delaware Basin of New Mexico, the Midland Basin of Texas, and the Bakken Basin of North Dakota. The storage and transportation business owns or leases associated crude oil storage tanks. The logistics segment has an aggregate of approximately 11.3 million barrels of active shell capacity. It also owns and operates nine light product terminals and markets light products using third-party terminals. Logistics has strategic investments in pipeline joint ventures that provide access to pipeline capacity as well as the potential for earnings from joint venture operations. The logistics segment owns or leases approximately 161 tractors and 306 trailers used to haul primarily crude oil and other products for related and third parties.
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Management's Discussion and Analysis
| Strategic Objectives | ||
It is vitally important that our strategic objectives, especially in view of the evolutionary direction of our macroeconomic and geopolitical environment, involve a process of continuous evaluation of our business model in terms of cost structure, as well as long-term economic and operational sustainability. More consolidation in our industry is expected from increased cost pressures due in part to the regulatory environment continuing to move towards reducing carbon emissions and transitioning to renewable energy in the long-term. However, we believe we are uniquely positioned as a leader in operating and excelling in niche markets and could continue capitalizing on our niche position by being the supplier of choice in our markets.
Key Objectives
Certain fundamental principles are foundational to our long-term strategy and direct us as we develop our strategic objectives. With that in mind, we have identified the following overarching key objectives:
I. Operational Excellence
II. Financial Strength and Flexibility - EOP
III. Strategic Initiatives - "sum of the parts"
Operational Excellence
We are committed to operational excellence which includes maintaining safe, reliable, and environmentally responsible operations. It also encompasses the dedication and drive for constant improvement across our operations in reliability, safety, and efficiency. Delek prioritizes stewardship of the environment, and we focus on how to positively impact our shareholders, employees, customers, and the communities where we operate. We believe that focusing on people, processes and equipment will lead to improved utilization and yields and ultimately better employee retention and lower costs, which translates to improved returns for our shareholders. For 2026, we are focused on the following:
•Prioritize safety and environmental compliance through the continued implementation of foundational best practices to increase our ability to provide safe, compliant, and reliable operations.
•Focus on operational excellence by building out our operations centric area business teams, as well as other key competency training.
•Identify and execute on low-capital organic growth projects that improve yield and increase utilization.
•Continue our progression of digital system implementations that will do the following:
◦improve our ability to understand all aspects of our business as well as our ability to make real-time and forward-looking operational decisions; and
◦automate processes and shift operational roles to higher value-added activities.
Financial Strength and Flexibility
In our industry, as with many volatile businesses, it is very important to make capital investments with accretive returns and maintain a strong balance sheet. We want to reward our shareholders and investors with a disciplined and balanced capital allocation framework, which we believe will strengthen shareholder value by, among other things, a stable dividend complemented by opportunistic share repurchases. We are also committed to lowering costs and improving the efficiency of our cost structure in all aspects of our business. For 2026, we are focused on the following:
•Rewarding our shareholders and investors with a disciplined and balanced capital allocation framework, including opportunities to strengthen our balance sheet by reducing debt or opportunistically repurchasing shares with excess cash.
•Maintaining our successful efforts to date with the EOP, and expanding our cost saving initiatives with EOP 2.0. This includes leaner costs, including lower general and administrative expenses, lower operating expenses, specifically at our refineries, and lowering interest expense. The EOP also includes margin initiatives including accretive, minimal capital projects in our refining segment and commercial improvements through market optionality, improved Delek Logistics, and product slate optimization.
Strategic Initiatives
For 2026, we will continue to focus on furthering our "sum of the parts" efforts, focusing on the following:
•Execute on our strategic initiatives, which may include opportunities to monetize our investment in Delek Logistics. The goal being to help unlock value embedded in the Delek valuation by reducing Delek's ownership in Delek Logistics.
•Identify and evaluate investment opportunities that fit our sustainability view and integrate into our current asset footprint, including strategic investments or joint ventures in renewables or carbon capture and incubator investments in new technologies.
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Management's Discussion and Analysis
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2026 Strategic Developments
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The following table highlights our 2026 Strategic Developments:
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2026 Key Initiatives
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2026 Strategic Developments
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Operational Excellence | Financial Strength & Flexibility | Strategic Initiatives | |||||||||||
| Enterprise Optimization Plan | ||||||||||||||
| In 2024, we implemented additional cost reduction measures across the organization and announced an EOP which included initiatives focused on improving our financial health and ability to generate cash flows. In 2026, we are focused on maintaining the successful efforts achieved since 2024 and unlocking further free cash flow improvements across all lines of our business. | ü | ü | ü | |||||||||||
| Executing Strategic Transactions with Delek Logistics | ||||||||||||||
| On January 30, 2026, we entered into additional asset purchase agreements with Delek Logistics, pursuant to which we agreed to reacquire a Tyler refinery tank and El Dorado tank and terminal assets. The Tyler Tank Purchase closed on April 1, 2026 with payment made through the return of approximately 359.4 thousand Delek Logistics common units. These transactions put additional midstream commercial activities in Delek Logistics and bring refining related activities and assets back to the Refining Segment. Additionally, on January 1, 2026 we closed on the previously announced repurchase of the El Dorado rail facility. | ü | ü | ||||||||||||
| Minimizing Financial Risk | ||||||||||||||
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On April 1, 2026, we entered into an interest rate swap agreement to hedge floating rate debt by exchanging interest rate cash flows, based on a notional amount from a floating rate to a fixed rate, which effectively fixed the variable Secured Overnight Financing Rate ("SOFR") interest component on certain Delek debt. The aggregate notional amount under this agreement covers $200.0 million of the outstanding principal throughout the duration of the interest rate swap.
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| Efficient Access to Capital | ||||||||||||||
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On May 14, 2026, Delek Logistics and its wholly owned subsidiary Delek Logistics Finance Corp. ("Finance Corp." and together with Delek Logistics, the "Co-issuers"), sold $800.0 million in aggregate principal amount of the Co-issuers 6.875% Senior Notes due 2034 (the "Delek Logistics 2034 Notes"). Net proceeds were used to redeem the Delek Logistics 2028 Notes and a portion of the Delek Logistics 2029 Notes.
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On May 15, 2026, Delek entered into an Amendment No. 1 to the Delek Term Loan Credit Facility. Proceeds and cash on hand were used to refinance the Company's existing term loan facility. As a result of the refinancing effected pursuant to Amendment No. 1, outstanding term loans of the Company were reduced to an aggregate principal amount of $850.0 million. Amendment No. 1, among other modifications, (i) extended the maturity of the Delek Term Credit Facility to May 15, 2032 and (ii) reduced the rate of interest on borrowings, at the Company's election, to either term SOFR plus 300 basis points or base rate plus 200 basis points. The amendment also allows for up to 750.0 million in incremental loans subject to certain restrictions.
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On April 9, 2026, the Company entered into Amendment No. 4 to Third Amended and Restated Credit Agreement. Amendment No. 4, among other modifications, (i) increased the revolving loan commitments from $1,100.0 million to $1,250.0 million, (ii) extended the maturity date of the Delek Revolving Credit Facility from October 26, 2027 to April 9, 2031, (iii) reduced the interest rate margins applicable to the Delek Revolving Credit Facility by 0.25% and (iv) amended certain thresholds for obligations under the Existing ABL Credit Agreement.
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On March 26, 2026, Delek Logistics Partners, LP entered into a new credit agreement that provides for revolving commitments up to $1,300.0 million in the aggregate with a sublimit up to $150.0 million for letters of credit and up to $50.0 million for swing line loans.
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Market Trends
Our results of operations are significantly affected by fluctuations in the prices of certain commodities, including, but not limited to, crude oil, gasoline, distillate fuel, biofuels, natural gas, and electricity, among others. Historically, the impact of commodity price volatility on our refining margins (as defined in our "Non-GAAP Measures" in MD&A Item 2), specifically as it relates to the price of crude oil as compared to the price of refined products and timing differences in the movements of those prices (subject to our inventory costing methodology), as well as location differentials, may be favorable or unfavorable compared to peers. Additionally, our refining margin profitability is impacted by regulatory factors, including the cost of renewable identification numbers ("RINs").
We have positioned the Company to continue to run safely, reliably, and environmentally responsibly while leveraging our Delek Logistics business. Crack spreads were higher in 2026 than 2025, and higher than any period in the past four years. RINs also reached pricing levels higher than any period in the past four years which negatively impacted our refining expenses. Many uncertainties remain in 2026 with respect to the global supply and demand of the crude oil and refined products markets heightened by the ongoing conflict in Iran and it is difficult to predict the ultimate economic impacts this may have on our operations. Additionally, U.S. policy changes and escalating conflicts in the Middle East, Europe, and South America could potentially result in supply disruptions or further volatility in crude oil and refined products prices.
See below for further discussion on how certain key market trends impact our operating results.
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Management's Discussion and Analysis
| Crude Prices | ||
WTI crude oil represents the largest component of our crude slate at all of our refineries and can be sourced through our gathering channels or optimization efforts from Midland, Texas, Cushing, Oklahoma, or other locations. We manage our supply chain risk to ensure that we have the barrels to meet our crude slate consumption plan for each month through gathering supply contracts and throughput agreements on various strategic pipelines, some of which include those where we hold equity method investments. We manage market price risk on crude oil through financial derivative hedges, in accordance with our risk management strategies.
The table below reflects the quarterly average prices of WTI Midland and WTI Cushing crude oil for each of the quarterly periods in 2025 and for the two quarterly periods in 2026.
| Crude Pricing Differentials | ||
Historically, domestic refiners have benefited from the discount for WTI Cushing compared to Brent, a global benchmark crude. This generally leads to higher margins in our refineries, as refined product prices are influenced by Brent crude prices and the majority of our crude supply is WTI-linked. Because of our positioning in the Permian basin, including our access to significant sources of WTI Midland crude through our gathering system, we are even further benefited by discounts for WTI Midland/WTI Cushing differentials. When these discounts shrink or become premiums, our reliance on WTI-linked crude pricing, and specifically WTI Midland crude, can negatively impact our refining margins. Conversely, as these price discounts widen, so does our competitive advantage, created specifically by our access to WTI Midland crude sourced through our gathering systems.
The chart below illustrates the key differentials impacting our refining operations, including WTI Cushing to Brent, WTI Midland to WTI Cushing, and Louisiana Light Sweet crude oil ("LLS") to WTI Cushing for each of the quarterly periods in 2025 and for the two quarterly periods in 2026.
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Management's Discussion and Analysis
| Refined Product Prices | ||
We are impacted by refined product prices in two ways: (1) in terms of the prices we are able to sell our refined product for in our refining segment, and (2) in terms of the cost to acquire the refined products to meet refining production shortfalls (e.g., when we have outages), or to acquire refined fuel products we sell to our wholesale customers in our logistics segment. These prices largely depend on numerous factors beyond our control, including the supply of, and demand for, crude oil, gasoline and other refined petroleum products which, in turn, depend on, among other factors, changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, production levels, the availability of imports, the marketing of competitive fuels and government regulation.
Our refineries produce the following products:
| Tyler Refinery | El Dorado Refinery | Big Spring Refinery | Krotz Springs Refinery | |||||||||||
| Primary Products | Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, petroleum coke, and sulfur | Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, asphalt, and sulfur | Gasoline, jet fuel, ultra-low-sulfur diesel, liquefied petroleum gases, propylene, aromatics, and sulfur | Gasoline, jet fuel, high-sulfur diesel, light cycle oil, liquefied petroleum gases, propylene, and ammonium thiosulfate | ||||||||||
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Management's Discussion and Analysis
The charts below illustrate the quarterly average prices of Gulf Coast Gasoline ("CBOB"), U.S. High Sulfur Diesel ("HSD") and U.S. Ultra Low Sulfur Diesel ("ULSD") for each of the quarterly periods in 2025 and for the two quarterly periods in 2026.
| Crack Spreads | ||
The table below reflects the quarterly average Gulf Coast 5-3-2 ULSD, 3-2-1 ULSD and 2-1-1 HSD/LLS crack spreads for each of the quarterly periods in 2025 and for the two quarterly periods in 2026.
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Management's Discussion and Analysis
| RIN Volatility | ||
Environmental regulations and the political environment continue to affect our refining margins in the form of volatility in the price of RINs. We enter into future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage the costs of our credits for commitments required by the U.S. Environmental Protection Agency ("EPA") to blend biofuels into fuel products ("RINs Obligation"). On a consolidated basis, we work to balance our RINs Obligation in order to minimize the effect of RINs prices on our results. While we obtain RINs in our refining and logistics segments through our ethanol and biodiesel blending, our refining segment still must purchase additional RINs to satisfy its obligations. Additionally, our ability to obtain RINs through blending is limited by our refined product slate, blending capabilities and market constraints. The cost to purchase these additional RINs is a significant cash outflow for our business. Increases in the market prices of RINs generally adversely affect our results of operations through changes in fair value to our existing RINs Obligation, to the extent we do not have offsetting RINs inventory on hand or effective economic hedges through net forward purchase commitments. RINs prices are highly sensitive to regulatory and political influence and conditions, and therefore often do not correlate to movements in crude oil prices, refined product prices or crack spreads. Because of the volatility in RINs prices, it is not possible to predict future RINs cost with certainty, and movements in RINs prices can have significant and unanticipated adverse effects on our refining margins that are outside of our control.
The chart below illustrates the volatility in RINs for each of the quarterly periods in 2025 and for the two quarterly periods in 2026.
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Management's Discussion and Analysis
| Energy Costs | ||
Energy costs are a significant element of our refining segment's EBITDA and can significantly impact our ability to capture crack spreads, with natural gas representing the largest component. Natural gas prices are driven by supply-side factors such as the amount of natural gas production, level of natural gas in storage and import and export activity, while demand-side factors include variability of weather, economic growth and the availability and price of other fuels. Refiners and other large-volume fuel consumers may be more or less susceptible to volatility in natural gas prices depending on their consumption levels as well as their capabilities to switch to more economical sources of fuel/energy. Additionally, geographic location of facilities makes consumers vulnerable to price differentials of natural gas available at different supply hubs. Within Delek's geographic footprint, we source the majority of our natural gas from the Gulf Coast, and secondarily from the Permian Basin, coinciding with the physical locations of our refineries. We manage our risk around natural gas prices by entering into variable and fixed-price supply contracts in both the Gulf and Permian Basin or by entering into derivative hedges based on forecasted consumption and forward curve prices, as appropriate, in accordance with our risk policy.
The chart below illustrates the quarterly average prices of Waha (Permian Basin) and Henry Hub (Gulf Coast) per million British Thermal Units ("MMBtu") for each of the quarterly periods in 2025 and for the two quarterly periods in 2026.
Non-GAAP Measures
Our management uses certain non-Generally Accepted Accounting Principles ("non-GAAP") operational measures to evaluate our operating segment performance and non-GAAP financial measures to evaluate past performance and prospects for the future to supplement our GAAP financial information presented in accordance with U.S. GAAP. These financial and operational non-GAAP measures are important factors in assessing our operating results and profitability and include:
•EBITDA - calculated as net income (loss) attributable to Delek adjusted to add back interest expense, income tax expense, depreciation, amortization and proportional interest, taxes, depreciation and amortization of equity method investments; and
•Refining margin - calculated as gross margin (which we define as sales minus cost of sales) adjusted for operating expenses and depreciation and amortization included in cost of sales.
We believe these non-GAAP operational and financial measures are useful to investors, lenders, ratings agencies and analysts to assess our ongoing performance because, when reconciled to their most comparable GAAP financial measure, they provide improved comparability between periods through the exclusion of certain items that we believe are not indicative of our core operating performance and they may obscure our underlying results and trends.
Non-GAAP measures have important limitations as analytical tools because they exclude some, but not all, items that affect net earnings and operating income. These measures should not be considered substitutes for their most directly comparable U.S. GAAP financial measures.
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Management's Discussion and Analysis
Non-GAAP Reconciliations
The following table provides a reconciliation of EBITDA attributable to Delek to the most directly comparable U.S. GAAP measure, net (loss) income attributable to Delek:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Reported net (loss) income attributable to Delek US | $ | 169.5 | $ | (106.4) | $ | (31.8) | $ | (279.1) | ||||||||||||||||||
| Proportional interest, taxes, depreciation and amortization of equity-method investments | 6.8 | 7.7 | 14.1 | 14.8 | ||||||||||||||||||||||
| Interest expense, net | 100.1 | 85.9 | 184.6 | 170.0 | ||||||||||||||||||||||
| Income tax expense (benefit) | 41.8 | (14.3) | (16.5) | (51.2) | ||||||||||||||||||||||
| Depreciation and amortization | 115.7 | 94.1 | 219.0 | 195.4 | ||||||||||||||||||||||
| EBITDA attributable to Delek | $ | 433.9 | $ | 67.0 | $ | 369.4 | $ | 49.9 | ||||||||||||||||||
The following table provides a reconciliation of refining margin to the most directly comparable U.S. GAAP measure, gross margin:
Reconciliation of refining margin to gross margin (in millions)
| Refining Segment | ||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Total revenues | $ | 4,056.0 | $ | 2,716.8 | $ | 6,686.5 | $ | 5,325.1 | ||||||||||||||||||
| Cost of sales | 3,581.2 | 2,695.5 | 6,198.5 | 5,396.4 | ||||||||||||||||||||||
| Gross margin | $ | 474.8 | $ | 21.3 | $ | 488.0 | $ | (71.3) | ||||||||||||||||||
| Add back (items included in cost of sales): | ||||||||||||||||||||||||||
| Operating expenses (excluding depreciation and amortization) | 156.1 | 150.5 | 306.3 | 308.6 | ||||||||||||||||||||||
| Depreciation and amortization | 76.6 | 66.5 | 141.9 | 138.4 | ||||||||||||||||||||||
| Refining margin | $ | 707.5 | $ | 238.3 | $ | 936.2 | $ | 375.7 | ||||||||||||||||||
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Management's Discussion and Analysis
Summary Financial and Other Information
The following table provides summary financial data for Delek (in millions):
|
Summary Statement of Operations Data (1)
|
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||
| 2026 |
2025
|
2026 | 2025 | |||||||||||||||||||||||
| Net revenues | $ | 4,087.0 | $ | 2,764.6 | $ | 6,740.1 | $ | 5,406.5 | ||||||||||||||||||
| Cost of sales: | ||||||||||||||||||||||||||
| Cost of materials and other | 3,390.6 | 2,415.0 | 5,856.4 | 4,814.5 | ||||||||||||||||||||||
| Operating expenses (excluding depreciation and amortization presented below) | 220.1 | 209.8 | 440.0 | 420.9 | ||||||||||||||||||||||
| Depreciation and amortization | 111.2 | 87.6 | 208.8 | 182.6 | ||||||||||||||||||||||
| Total cost of sales | 3,721.9 | 2,712.4 | 6,505.2 | 5,418.0 | ||||||||||||||||||||||
| Operating expenses related to wholesale business (excluding depreciation and amortization presented below) | 2.9 | 2.2 | 4.5 | 3.5 | ||||||||||||||||||||||
| General and administrative expenses | 56.7 | 76.6 | 100.7 | 138.1 | ||||||||||||||||||||||
| Depreciation and amortization | 4.5 | 6.5 | 10.2 | 12.8 | ||||||||||||||||||||||
| Other operating expense (income), net | (1.4) | 0.4 | (3.6) | (6.6) | ||||||||||||||||||||||
| Total operating costs and expenses | 3,784.6 | 2,798.1 | 6,617.0 | 5,565.8 | ||||||||||||||||||||||
| Operating income (loss) | 302.4 | (33.5) | 123.1 | (159.3) | ||||||||||||||||||||||
| Interest expense, net | 100.1 | 85.9 | 184.6 | 170.0 | ||||||||||||||||||||||
| Income from equity method investments | (19.7) | (22.2) | (34.3) | (35.5) | ||||||||||||||||||||||
| Other expense (income), net | 0.1 | 6.2 | (0.2) | 4.6 | ||||||||||||||||||||||
| Total non-operating expenses, net | 80.5 | 69.9 | 150.1 | 139.1 | ||||||||||||||||||||||
| Income (loss) from continuing operations before income tax expense (benefit) | 221.9 | (103.4) | (27.0) | (298.4) | ||||||||||||||||||||||
| Income tax expense (benefit) | 41.8 | (14.1) | (16.4) | (50.9) | ||||||||||||||||||||||
| Income (loss) from continuing operations, net of tax | 180.1 | (89.3) | (10.6) | (247.5) | ||||||||||||||||||||||
| Discontinued operations: | ||||||||||||||||||||||||||
| Income (loss) from discontinued operations | - | (1.0) | (0.3) | (1.4) | ||||||||||||||||||||||
| Income tax expense (benefit) | - | (0.2) | (0.1) | (0.3) | ||||||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | - | (0.8) | (0.2) | (1.1) | ||||||||||||||||||||||
| Net income (loss) | 180.1 | (90.1) | (10.8) | (248.6) | ||||||||||||||||||||||
| Net income attributed to non-controlling interests | 10.6 | 16.3 | 21.0 | 30.5 | ||||||||||||||||||||||
| Net income (loss) attributable to Delek | $ | 169.5 | $ | (106.4) | $ | (31.8) | $ | (279.1) | ||||||||||||||||||
(1) This information is presented at a summary level for your reference. See the Condensed Consolidated Statements of Income in Item 1. to this Quarterly Report on Form 10-Q for more detail regarding our results of operations and net income per share.
We report operating results in two reportable segments:
•Refining
•Logistics
Decisions concerning the allocation of resources and assessment of operating performance are made based on this segmentation. Management measures the operating performance of each of its reportable segments based on segment EBITDA.
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Management's Discussion and Analysis
Results of Operations
Consolidated Results of Operations - Comparison of the Three and Six Months Ended June 30, 2026 versus the Three and Six Months Ended June 30, 2025
Net Income (Loss)
Q2 2026 vs. Q2 2025
Consolidated net income for the second quarter of 2026 was $180.1 million compared to net loss of $90.1 million for the second quarter of 2025. Consolidated net income attributable to Delek for the second quarter of June 30, 2026 was $169.5 million, or $2.76 per basic share, compared to a net loss of $106.4 million, or $(1.76) per basic share, for the second quarter 2025. Explanations for significant drivers impacting net income as compared to the comparable period of the prior year are discussed in the sections below.
YTD 2026 vs. YTD 2025
Consolidated net loss for the six months ended June 30, 2026 was $10.8 million compared to a net loss of $248.6 million for the six months ended June 30, 2025. Consolidated net loss attributable to Delek for the six months ended June 30, 2026 was $31.8 million, or $(0.52) per basic share, compared to a loss of $279.1 million, or $(4.55) per basic share, for the six months ended June 30, 2025. Explanations for significant drivers impacting net loss as compared to the comparable period of the prior year are discussed in the sections below.
Net Revenues
Q2 2026 vs. Q2 2025
In the second quarter of 2026 and 2025, we generated net revenues of $4,087.0 million and $2,764.6 million, respectively, an increase of $1,322.4 million, or 47.8%. The increase in net revenues was primarily driven by the following factors:
•in our refining segment, increases in the average price of U.S. Gulf Coast gasoline of 57.4%, ULSD of 76.9% and U.S. Gulf Coast HSD of 81.1%;
•in our logistics segment, increased revenue primarily related to increased crude activity in our Delaware Gathering operations.
YTD 2026 vs. YTD 2025
We generated net revenues of $6,740.1 million and $5,406.5 million during the six months ended June 30, 2026 and 2025, respectively, an increase of $1,333.6 million, or 24.7%. The increase in net revenues was primarily due to the following:
•in our refining segment, increases in the average price of U.S. Gulf Coast gasoline of 33.7%, ULSD of 47.0%, and U.S. Gulf Coast HSD of 47.5%; and
•in our logistics segment, increased revenue primarily related to increased crude activity in our Delaware Gathering operations.
These increases were partially offset by the following:
•decreased sales volumes (including purchased products) in our refining segment primarily related to the Big Spring refinery turnaround in the first quarter of 2026.
Total Operating Costs and Expenses
Cost of Materials and Other
Q2 2026 vs. Q2 2025
Cost of materials and other was $3,390.6 million for the second quarter of 2026 compared to $2,415.0 million for the second quarter of 2025, an increase of $975.6 million, or 40.4%. The net increase in cost of materials and other was primarily driven by the following:
•increases in cost of crude oil feedstocks at the refineries, including a 45.4% increase in the average cost of WTI Cushing crude oil and a 47.0% increase in the average cost of WTI Midland crude oil;
•an increase in the price of RINs for the three months ended June 30, 2026; and
•an increase in our gathering and processing operations primarily associated with increased crude oil activity in our Delaware Gathering operations.
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Management's Discussion and Analysis
YTD 2026 vs. YTD 2025
Cost of materials and other was $5,856.4 million for the six months ended June 30, 2026, compared to $4,814.5 million for the six months ended June 30, 2025, an increase of $1,041.9 million, or 21.6%. The net increase in cost of materials and other primarily related to the following:
•an increase in the cost of crude oil feedstocks at the refineries, including a 19.3% increase in the average cost of WTI Cushing crude oil and a 19.5% increase in the average cost of WTI Midland crude oil;
•an increase in the price of RINs for the six months ended June 30, 2026; and
•an increase in our gathering and processing operations primarily associated with increased crude oil activity in our Delaware Gathering operations.
These increases were partially offset by the following:
•decreased sales volume (including purchased products) in our refining segment primarily related to the Big Spring refinery turnaround in the first quarter of 2026.
Operating Expenses
Q2 2026 vs. Q2 2025
Operating expenses (included in both cost of sales and other operating expenses) were $223.0 million for the second quarter of 2026 compared to $212.0 million for the second quarter of 2025, an increase of $11.0 million, or 5.2%. The increase in operating expenses was primarily driven by the following:
•an increase in employee costs of $7.8 million, rental costs of $3.6 million and outside services of $2.5 million.
These increases were partially offset by the following:
•a decrease in variable expenses of $4.6 million including electricity, natural gas, chemical and catalyst costs.
YTD 2026 vs. YTD 2025
Operating expenses (included in both cost of sales and other operating expenses) were $444.5 million for the six months ended June 30, 2026 compared to $424.4 million for the six months ended June 30, 2025, an increase of $20.1 million, or 4.7%. The increase in operating expenses was primarily driven by the following:
•an increase in employee costs of $19.0 million, insurance costs of $4.2 million, supplies of $3.5 million and lease and rental costs of $3.1 million.
These increases were partially offset by the following:
◦a decrease in variable expenses of $6.6 million including electricity, natural gas, chemical and catalyst costs and maintenance costs of $5.7 million.
General and Administrative Expenses
Q2 2026 vs. Q2 2025
General and administrative expenses were $56.7 million for the second quarter of 2026 compared to $76.6 million for the second quarter of 2025, a decrease of $19.9 million, or 26.0%. The decrease was primarily driven by decreased restructuring costs of $15.8 million, supplies costs of $2.2 million, and outside services of $2.1 million.
YTD 2026 vs. YTD 2025
General and administrative expenses were $100.7 million for the six months ended June 30, 2026 compared to $138.1 million for the six months ended June 30, 2025, a decrease of $37.4 million, or 27.1%. The decrease was primarily driven by decreased restructuring costs of $21.4 million, employee costs of $8.0 million, and supplies costs of $4.4 million.
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Management's Discussion and Analysis
Depreciation and Amortization
Q2 2026 vs. Q2 2025
Depreciation and amortization (included in both cost of sales and other operating expenses) was $115.7 million for the second quarter of 2026 compared to $94.1 million for the second quarter of 2025, an increase of $21.6 million, or 23.0%. The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed.
YTD 2026 vs. YTD 2025
Depreciation and amortization (included in both cost of sales and other operating expenses) was $219.0 million for the six months ended June 30, 2026 compared to $195.4 million for the six months ended June 30, 2025, an increase of $23.6 million, or 12.1%. The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed.
Other Operating Expense (Income), Net
Q2 2026 vs. Q2 2025
Other operating expense, net decreased by $1.8 million in the second quarter of 2026 to income of $1.4 million compared to expense of $0.4 million in the second quarter of 2025.
YTD 2026 vs. YTD 2025
Other operating income, net was $3.6 million and $6.6 million for the six months ended June 30, 2026 and 2025, respectively, a decrease of $3.0 million, or 45.5%. The decrease was primarily driven by the following:
•for the six months ended June 30, 2025 we recorded a gain of $4.3 million related to Delek Logistics' eminent domain settlement.
Non-Operating Expenses, Net
Interest Expense, Net
Q2 2026 vs. Q2 2025
Interest expense, net was $100.1 million in the second quarter of 2026, compared to $85.9 million in the second quarter of 2025, an increase of $14.2 million, or 16.5%, primarily driven by the following:
•cost for the extinguishment of debt of $22.0 million partially offset by a decrease in the average effective interest rate, a decrease in net average borrowings outstanding (including the obligations under the inventory intermediation agreement which has an associated interest charge) and hedge gains associated with our interest rate swaps.
YTD 2026 vs. YTD 2025
Interest expense, net was $184.6 million in the six months ended June 30, 2026, compared to $170.0 million for six months ended June 30, 2025, an increase of $14.6 million, or 8.6% primarily due to the following:
•cost for the extinguishment of debt of $23.5 million partially offset by a decrease in the average effective interest rate, a decrease in net average borrowings outstanding (including the obligations under the inventory intermediation agreement which has an associated interest charge) and hedge gains associated with our interest rate swaps.
Results from Equity Method Investments
Q2 2026 vs. Q2 2025
We recognized income of $19.7 million from equity method investments during the second quarter of 2026, compared to $22.2 million for the second quarter of 2025, a decrease of $2.5 million, or 11.3%.
YTD 2026 vs. YTD 2025
We recognized income from equity method investments of $34.3 million for the six months ended June 30, 2026, compared to $35.5 million for the six months ended June 30, 2025, a decrease of $1.2 million, or 3.4%.
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Management's Discussion and Analysis
Other Expense (Income), net
Q2 2026 vs. Q2 2025
Other expense, net decreased by $6.1 million, or 98.4%, to $0.1 million in the second quarter of 2026 compared to $6.2 million in the second quarter of 2025 primarily driven by the following:
•an impairment recognized on two investments held at cost within other non-current assets for $8.6 million during the second quarter of 2025.
YTD 2026 vs. YTD 2025
Other expense (income), net was $0.2 million of income in the six months ended June 30, 2026, compared to $4.6 million of expense for the six months ended June 30, 2025, a decrease of $4.8 million, or 104.3% primarily driven by the following:
•an impairment recognized on two investments held at cost within other non-current assets for $8.6 million during the six months ended June 30, 2025.
Income Taxes
Q2 2026 vs. Q2 2025
For the second quarter of 2026, we recorded an income tax expense of $41.8 million from continuing operations compared to an income tax benefit of $14.1 million from continuing operations for the second quarter of 2025, primarily driven by the following:
•an increase in pre-tax net income of $325.3 million; and
•our effective tax rates were 18.8% and 13.6% for the three months ended June 30, 2026 and 2025, respectively, due to the impact of fixed dollar permanent differences on the tax rate and changes to valuation allowances on certain attributes.
YTD 2026 vs. YTD 2025
For the six months ended June 30, 2026, we recorded an income tax benefit of $16.4 million from continuing operations compared to an income tax benefit of $50.9 million from continuing operations for the six months ended June 30, 2025, primarily driven by the following:
•a decrease to pre-tax loss with $27.0 million in the six months ended June 30, 2026 compared to a pre-tax loss of $298.4 million in the six months ended June 30, 2025; and
•our effective tax rates were 60.7% and 17.1% for the six months ended June 30, 2026 and 2025, respectively, due to the impact of fixed dollar favorable permanent differences and changes in valuation allowance on certain attributes.
Refer to Note 13 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q for further information.
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Management's Discussion and Analysis
| Refining Segment | ||
The tables and charts below set forth selected information concerning our refining segment operations ($ in millions, except per barrel amounts):
| Selected Refining Financial Information | ||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenues | $ | 4,056.0 | $ | 2,716.8 | $ | 6,686.5 | $ | 5,325.1 | ||||||||||||||||||
| Cost of materials and other | 3,348.5 | 2,478.5 | 5,750.3 | 4,949.4 | ||||||||||||||||||||||
| Refining Margin | $ | 707.5 | $ | 238.3 | $ | 936.2 | $ | 375.7 | ||||||||||||||||||
| Operating expenses (excluding depreciation and amortization) | $ | 156.1 | $ | 150.5 | $ | 306.3 | $ | 308.6 | ||||||||||||||||||
| Refining segment EBITDA | $ | 556.0 | $ | 96.3 | $ | 635.2 | $ | 80.5 | ||||||||||||||||||
Factors Impacting Refining Profitability
Our profitability in the refining segment is substantially determined by the difference between the cost of the crude oil feedstocks we purchase and the price of the refined products we sell, referred to as the "crack spread", "refining margin" or "refined product margin". Refining margin is used as a metric to assess a refinery's product margins against market crack spread trends, where "crack spread" is a measure of the difference between market prices for crude oil and refined products and is a commonly used proxy within the industry to estimate or identify trends in refining margins.
The cost to acquire feedstocks and the price of the refined petroleum products we ultimately sell from our refineries depend on numerous factors beyond our control, including the supply of, and demand for, crude oil, gasoline and other refined petroleum products which, in turn, depend on, among other factors, changes in domestic and foreign economies, weather conditions such as hurricanes or tornadoes, local, domestic and foreign political affairs, global conflict, production levels, the availability of imports, the marketing of competitive fuels and government regulation. Other significant factors that influence our results in the refining segment include operating costs (particularly the cost of natural gas used for fuel and the cost of electricity), seasonal factors, refinery utilization rates and planned or unplanned maintenance activities or turnarounds. Moreover, while the fluctuations in the cost of crude oil are typically reflected in the prices of light refined products, such as gasoline and diesel fuel, the price of other residual products, such as asphalt, coke, carbon black oil and liquefied petroleum gas ("LPG") are less likely to move in parallel with crude cost. This could cause additional pressure on our realized margin during periods of rising or falling crude oil prices.
Additionally, our margins are impacted by the pricing differentials of the various types and sources of crude oil we use at our refineries and their relation to product pricing. Our crude slate is predominantly comprised of WTI crude oil. Therefore, favorable differentials of WTI compared to other crude will favorably impact our operating results, and vice versa. Additionally, because of our gathering system presence in the Midland area and the significant source of crude specifically from that region into our network, a widening of the WTI Cushing less WTI Midland spread will favorably influence the operating margin for our refineries. Alternatively, a narrowing of this differential will have an adverse effect on our operating margins. Global product prices are influenced by the price of Brent, which is a global benchmark crude. Global product prices influence product prices in the U.S. As a result, our refineries are influenced by the spread between Brent and WTI Midland. The Brent less WTI Midland spread represents the differential between the average per barrel price of Brent crude oil and the average per barrel price of WTI Midland crude oil. A widening of the spread between Brent and WTI Midland will favorably influence our refineries' operating margins. Also, the Krotz Springs refinery is influenced by the spread between Brent and LLS. The Brent less LLS spread represents the differential between the average per barrel price of Brent and the average per barrel price of LLS crude oil. A discount in LLS relative to Brent will favorably influence the Krotz Springs refinery operating margin.
Finally, Refining EBITDA is impacted by regulatory costs associated with the cost of RINs as well as energy costs, including the cost of natural gas. In periods of unfavorable regulatory sentiment, RINs prices can increase at higher rates than crack spreads, or even when crack spreads are declining. This can be particularly impactful on smaller refineries, where the operating cost structure does not have as much scalability as larger refineries. Additionally, volatility in energy costs, which are captured in our operating expenses and impact our Refining EBITDA, can significantly impact our ability to capture crack spreads, with natural gas representing the most significant component. Within Delek's geographic footprint, we source the majority of our natural gas from the Gulf Coast, and secondarily from the Permian Basin, and we do not currently have the capability at our refineries to switch our energy consumption to utilize alternative sources of fuel. For this reason, unfavorable Gulf Coast (Henry Hub) differentials can impact our crack spread capture.
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Management's Discussion and Analysis
The cost to acquire the refined fuel products we sell to our wholesale customers in our logistics segment largely depends on numerous factors beyond our control, including the supply of, and demand for, crude oil, gasoline and other refined petroleum products which, in turn, depend on, among other factors, changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, production levels, the availability of imports, the marketing of competitive fuels and government regulation.
In addition to the above, it continues to be a strategic and operational objective to manage price and supply risk related to crude oil that is used in refinery production, and to develop strategic sourcing relationships. For that purpose, from a pricing perspective, we enter into commodity derivative contracts to manage our price exposure to our inventory positions, future purchases of crude oil and ethanol, future sales of refined products or to fix margins on future production. We also enter into future commitments to purchase or sell RINs at fixed prices and quantities, which are used to manage our RINs Obligation. Additionally, from a sourcing perspective, we often enter into purchase and sale contracts with vendors and customers or take physical or financial commodity positions for crude oil that may not be used immediately in production, but that may be used to manage the overall supply and availability of crude expected to ultimately be needed for production and/or to meet minimum requirements under strategic pipeline arrangements, and also to optimize and hedge availability risks associated with crude that we ultimately expect to use in production. Such transactions are inherently based on certain assumptions and judgments made about the current and possible future availability of crude. Therefore, when we take physical or financial positions for optimization purposes, our intent is generally to take offsetting positions in quantities and at prices that will advance these objectives while minimizing our positional and financial statement risk. However, because of the volatility of the market in terms of pricing and availability, it is possible that we may have material positions with timing differences or, more rarely, that we are unable to cover a position with an offsetting position as intended. Such differences could have a material impact on the classification of resulting gains/losses, assets or liabilities, and could also significantly impact Refining EBITDA.
| Refinery Statistics | ||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Total Refining Segment | ||||||||||||||||||||||||||
| Days in period | 91 | 91 | 181 | 181 | ||||||||||||||||||||||
|
Total sales volume - refined product (average bpd) (1)
|
313,791 | 315,259 | 294,192 | 305,132 | ||||||||||||||||||||||
| Total production (average bpd) | 312,410 | 311,298 | 285,192 | 298,505 | ||||||||||||||||||||||
| Crude oil | 302,530 | 304,831 | 270,611 | 288,597 | ||||||||||||||||||||||
| Other feedstocks | 13,025 | 11,494 | 17,336 | 14,241 | ||||||||||||||||||||||
| Total throughput (average bpd): | 315,555 | 316,325 | 287,947 | 302,838 | ||||||||||||||||||||||
| Crude Slate: (% based on amount received in period) | ||||||||||||||||||||||||||
| WTI crude oil | 74.0 | % | 77.5 | % | 76.9 | % | 72.2 | % | ||||||||||||||||||
| Gulf Coast Sweet Crude | 8.4 | % | 6.5 | % | 6.7 | % | 7.5 | % | ||||||||||||||||||
| Local Arkansas crude oil | 3.4 | % | 3.3 | % | 3.5 | % | 3.5 | % | ||||||||||||||||||
| Other | 14.2 | % | 12.7 | % | 12.9 | % | 16.8 | % | ||||||||||||||||||
| Crude utilization (% based on nameplate capacity) | 100.2 | % | 100.9 | % | 89.6 | % | 95.6 | % | ||||||||||||||||||
|
53 |
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Management's Discussion and Analysis
| Refinery Statistics (continued) | ||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Tyler, TX Refinery | ||||||||||||||||||||||||||
| Days in period | 91 | 91 | 181 | 181 | ||||||||||||||||||||||
| Products manufactured (average bpd): | ||||||||||||||||||||||||||
| Gasoline | 37,565 | 36,369 | 37,760 | 35,297 | ||||||||||||||||||||||
| Diesel/Jet | 34,378 | 33,370 | 32,318 | 31,901 | ||||||||||||||||||||||
| Petrochemicals, LPG, natural gas liquids ("NGLs") | 2,091 | 2,044 | 1,954 | 1,953 | ||||||||||||||||||||||
| Other | 2,226 | 662 | 1,131 | 1,031 | ||||||||||||||||||||||
| Total production | 76,260 | 72,445 | 73,163 | 70,182 | ||||||||||||||||||||||
| Throughput (average bpd): | ||||||||||||||||||||||||||
| Crude Oil | 75,525 | 73,249 | 71,801 | 70,868 | ||||||||||||||||||||||
| Other feedstocks | 2,362 | 1,177 | 2,985 | 974 | ||||||||||||||||||||||
| Total throughput | 77,887 | 74,426 | 74,786 | 71,842 | ||||||||||||||||||||||
| Per barrel of throughput: | ||||||||||||||||||||||||||
| Operating expenses | $ | 4.86 | $ | 4.58 | $ | 5.23 | $ | 5.11 | ||||||||||||||||||
| Crude Slate: (% based on amount received in period) | ||||||||||||||||||||||||||
| WTI crude oil | 77.7 | % | 74.1 | % | 78.6 | % | 73.9 | % | ||||||||||||||||||
| East Texas crude oil | 22.0 | % | 22.8 | % | 20.4 | % | 23.9 | % | ||||||||||||||||||
| Other | 0.3 | % | 3.1 | % | 1.0 | % | 2.2 | % | ||||||||||||||||||
| El Dorado, AR Refinery | ||||||||||||||||||||||||||
| Days in period | 91 | 91 | 181 | 181 | ||||||||||||||||||||||
| Products manufactured (average bpd): | ||||||||||||||||||||||||||
| Gasoline | 41,851 | 38,263 | 39,704 | 37,809 | ||||||||||||||||||||||
| Diesel/Jet | 33,105 | 30,987 | 29,599 | 29,472 | ||||||||||||||||||||||
| Petrochemicals, LPG, NGLs | 1,247 | 1,018 | 1,276 | 980 | ||||||||||||||||||||||
| Asphalt | 6,333 | 7,871 | 5,850 | 7,360 | ||||||||||||||||||||||
| Other | 737 | 1,266 | 1,127 | 1,417 | ||||||||||||||||||||||
| Total production | 83,273 | 79,405 | 77,556 | 77,038 | ||||||||||||||||||||||
| Throughput (average bpd): | ||||||||||||||||||||||||||
| Crude Oil | 82,910 | 78,592 | 76,445 | 75,275 | ||||||||||||||||||||||
| Other feedstocks | 1,596 | 2,829 | 2,261 | 3,331 | ||||||||||||||||||||||
| Total throughput | 84,506 | 81,421 | 78,706 | 78,606 | ||||||||||||||||||||||
| Per barrel of throughput: | ||||||||||||||||||||||||||
| Operating expenses | $ | 4.74 | $ | 4.38 | $ | 5.17 | $ | 4.75 | ||||||||||||||||||
| Crude Slate: (% based on amount received in period) | ||||||||||||||||||||||||||
| WTI crude oil | 86.8 | % | 83.1 | % | 86.2 | % | 76.3 | % | ||||||||||||||||||
| Local Arkansas crude oil | 12.3 | % | 12.9 | % | 12.6 | % | 13.6 | % | ||||||||||||||||||
| Other | 0.9 | % | 4.0 | % | 1.2 | % | 10.1 | % | ||||||||||||||||||
|
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Management's Discussion and Analysis
| Refinery Statistics (continued) | ||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Big Spring, TX Refinery | ||||||||||||||||||||||||||
| Days in period | 91 | 91 | 181 | 181 | ||||||||||||||||||||||
| Products manufactured (average bpd): | ||||||||||||||||||||||||||
| Gasoline | 33,373 | 35,506 | 24,592 | 32,469 | ||||||||||||||||||||||
| Diesel/Jet | 26,651 | 27,884 | 18,602 | 23,478 | ||||||||||||||||||||||
| Petrochemicals, LPG, NGLs | 2,919 | 4,901 | 2,040 | 4,027 | ||||||||||||||||||||||
| Asphalt | 2,720 | 2,009 | 1,976 | 2,274 | ||||||||||||||||||||||
| Other | 3,552 | 4,003 | 2,682 | 3,941 | ||||||||||||||||||||||
| Total production | 69,215 | 74,303 | 49,892 | 66,189 | ||||||||||||||||||||||
| Throughput (average bpd): | ||||||||||||||||||||||||||
|
Crude oil
|
68,924 | 71,449 | 48,932 | 62,435 | ||||||||||||||||||||||
|
Other feedstocks
|
1,213 | 4,210 | 1,513 | 5,147 | ||||||||||||||||||||||
| Total throughput | 70,137 | 75,659 | 50,445 | 67,582 | ||||||||||||||||||||||
| Per barrel of refined throughput: | ||||||||||||||||||||||||||
| Operating expenses | $ | 6.43 | $ | 6.67 | $ | 7.57 | $ | 7.41 | ||||||||||||||||||
| Crude Slate: (% based on amount received in period) | ||||||||||||||||||||||||||
|
WTI crude oil
|
67.7 | % | 77.8 | % | 69.1 | % | 71.3 | % | ||||||||||||||||||
|
WTS crude oil
|
32.3 | % | 22.2 | % | 30.9 | % | 28.7 | % | ||||||||||||||||||
| Krotz Springs, LA Refinery | ||||||||||||||||||||||||||
| Days in period | 91 | 91 | 181 | 181 | ||||||||||||||||||||||
| Products manufactured (average bpd): | ||||||||||||||||||||||||||
|
Gasoline
|
43,188 | 40,983 | 44,941 | 42,067 | ||||||||||||||||||||||
|
Diesel/Jet
|
31,744 | 32,908 | 31,351 | 32,616 | ||||||||||||||||||||||
|
Heavy Oils
|
1,977 | 4,596 | 1,773 | 3,917 | ||||||||||||||||||||||
|
Petrochemicals, LPG, NGLs
|
6,754 | 6,660 | 6,512 | 6,496 | ||||||||||||||||||||||
|
Other
|
- | - | - | - | ||||||||||||||||||||||
|
Total production
|
83,663 | 85,147 | 84,577 | 85,096 | ||||||||||||||||||||||
| Throughput (average bpd): | ||||||||||||||||||||||||||
|
Crude Oil
|
75,171 | 81,541 | 73,433 | 80,019 | ||||||||||||||||||||||
|
Other feedstocks
|
7,854 | 3,278 | 10,576 | 4,789 | ||||||||||||||||||||||
|
Total throughput
|
83,025 | 84,819 | 84,009 | 84,808 | ||||||||||||||||||||||
| Per barrel of throughput: | ||||||||||||||||||||||||||
| Operating expenses | $ | 5.39 | $ | 5.13 | $ | 5.48 | $ | 5.24 | ||||||||||||||||||
| Crude Slate: (% based on amount received in period) | ||||||||||||||||||||||||||
|
WTI Crude
|
62.2 | % | 74.8 | % | 70.6 | % | 67.6 | % | ||||||||||||||||||
|
Gulf Coast Sweet Crude
|
33.3 | % | 25.2 | % | 24.9 | % | 27.7 | % | ||||||||||||||||||
| Other | 4.5 | % | - | % | 4.5 | % | 4.7 | % | ||||||||||||||||||
(1) Includes inter-refinery sales and sales to other segments which are eliminated in consolidation. See tables below.
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55 |
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|||||
Management's Discussion and Analysis
Included in the refinery statistics above are the following sales to other segments:
| Refinery Sales to Other Segments | ||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in barrels per day) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Big Spring refined product sales to other Delek segments | 11,649 | 10,712 | 12,063 | 10,789 | ||||||||||||||||||||||
| Pricing Statistics (average for the period presented) | ||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| WTI - Cushing crude oil (per barrel) | $ | 92.79 | $ | 63.81 | $ | 80.64 | $ | 67.61 | ||||||||||||||||||
| WTI - Midland crude oil (per barrel) | $ | 94.69 | $ | 64.42 | $ | 81.78 | $ | 68.44 | ||||||||||||||||||
| WTS - Midland crude oil (per barrel) | $ | 92.00 | $ | 63.72 | $ | 79.23 | $ | 67.80 | ||||||||||||||||||
| LLS (per barrel) | $ | 96.34 | $ | 66.15 | $ | 83.18 | $ | 70.21 | ||||||||||||||||||
| Brent (per barrel) | $ | 96.87 | $ | 66.71 | $ | 85.37 | $ | 70.81 | ||||||||||||||||||
|
U.S. Gulf Coast 5-3-2 crack spread (per barrel) (1)
|
$ | 46.25 | $ | 20.19 | $ | 39.35 | $ | 18.60 | ||||||||||||||||||
|
U.S. Gulf Coast 3-2-1 crack spread (per barrel) (1)
|
$ | 44.55 | $ | 19.81 | $ | 37.67 | $ | 17.97 | ||||||||||||||||||
|
U.S. Gulf Coast 2-1-1 crack spread (per barrel) (1)
|
$ | 38.34 | $ | 14.72 | $ | 32.99 | $ | 13.47 | ||||||||||||||||||
| U.S. Gulf Coast unleaded gasoline (per gallon) | $ | 3.07 | $ | 1.95 | $ | 2.62 | $ | 1.96 | ||||||||||||||||||
| Gulf Coast ultra-low sulfur diesel (per gallon) | $ | 3.68 | $ | 2.08 | $ | 3.22 | $ | 2.19 | ||||||||||||||||||
| U.S. Gulf Coast high sulfur diesel (per gallon) | $ | 3.35 | $ | 1.85 | $ | 2.92 | $ | 1.98 | ||||||||||||||||||
|
Natural gas (per MMBTU)
|
$ | 2.94 | $ | 3.51 | $ | 3.21 | $ | 3.69 | ||||||||||||||||||
(1)For our Tyler and El Dorado refineries, we compare our per barrel refining product margin to the Gulf Coast 5-3-2 crack spread consisting of (Argus pricing) WTI Cushing crude, U.S. Gulf Coast CBOB gasoline and Gulf Coast ultra-low sulfur diesel. For our Big Spring refinery, we compare our per barrel refining margin to the Gulf Coast 3-2-1 crack spread consisting of (Argus pricing) WTI Cushing crude, U.S. Gulf Coast CBOB gasoline and Gulf Coast ultra-low sulfur diesel. For our Krotz Springs refinery, we compare our per barrel refining margin to the Gulf Coast 2-1-1 crack spread consisting of (Argus pricing) LLS crude oil, (Argus pricing) U.S. Gulf Coast CBOB gasoline and (Platts pricing) U.S. Gulf Coast Pipeline No. 2 heating oil (high sulfur diesel). The Tyler refinery's crude oil input is primarily WTI Midland and East Texas, while the El Dorado refinery's crude input is primarily a combination of WTI Midland, local Arkansas and other domestic inland crude oil. The Big Spring refinery's crude oil input is primarily comprised of WTS and WTI Midland. The Krotz Springs refinery's crude oil input is primarily comprised of LLS and WTI Midland.
|
56 |
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|||||
Management's Discussion and Analysis
Refining Segment Operational Comparison of the Three and Six Months Ended June 30, 2026 versus the Three and Six Months Ended June 30, 2025
Revenues
Q2 2026 vs. Q2 2025
Revenues for the refining segment increased by $1,339.2 million, or 49.3%, in the second quarter of 2026 compared to the second quarter of 2025. The increase was primarily driven by the following:
•an increase in the average price of U.S. Gulf Coast gasoline of 57.4%, ULSD of 76.9% and U.S. Gulf Coast HSD of 81.1%.
Net revenues included sales to our logistics segment of $148.9 million and $84.5 million for the three months ended June 30, 2026 and June 30, 2025, respectively. We eliminate this intercompany revenue in consolidation.
YTD 2026 vs. YTD 2025
Revenues for the refining segment increased $1,361.4 million, or 25.6%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by the following:
•an increase in the average price of U.S. Gulf Coast gasoline of 33.7%, ULSD of 47.0%, and U.S. Gulf Coast HSD of 47.5%.
These increases were partially offset by the following:
•a decrease in sales volumes (including purchased products) primarily related to the Big Spring refinery turnaround in the first quarter of 2026.
Revenues included sales to our logistics segment of $257.1 million and $174.5 million for the six months ended June 30, 2026 and 2025, respectively. We eliminate this intercompany revenue in consolidation.
Cost of Materials and Other
Q2 2026 vs. Q2 2025
Cost of materials and other increased by $870.0 million, or 35.1%, in the second quarter of 2026 compared to the second quarter of 2025. The increase was primarily driven by the following:
•increases in the cost of WTI Cushing crude oil, from an average of $63.81 per barrel to an average of $92.79, or 45.4% and increases in the cost of WTI Midland crude oil, from an average of $64.42 per barrel to an average of $94.69, or 47.0%; and
•an increase in the price of RINs for the second quarter of 2026.
YTD 2026 vs. YTD 2025
Cost of materials and other increased $800.9 million, or 16.2%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This increase was primarily driven by the following:
•increases in the cost of WTI Cushing crude oil, from an average of $67.61 per barrel to an average of $80.64, or 19.3% and increases in the cost of WTI Midland crude oil, from an average of $68.44 per barrel to an average of $81.78, or 19.5%; and
•an increase in the price of RINs for the six months ended June 30, 2026.
The increases were partially offset by the following:
•a decrease in sales volumes (including purchased products) primarily related to the Big Spring refinery turnaround in the first quarter of 2026.
Our refining segment purchases finished product from our logistics segment and has multiple service agreements with our logistics segment which, among other things, require the refining segment to pay terminalling and storage fees based on the throughput volume of crude and finished product in the logistics segment pipelines and the volume of crude and finished product stored in the logistics segment storage tanks, subject to minimum volume commitments. These costs and fees were $204.8 million and $371.5 million during the three and six months ended June 30, 2026, respectively, and $114.0 million and $239.9 million during the three and six months ended June 30, 2025, respectively. We eliminate these intercompany fees in consolidation.
Operating Expenses
Q2 2026 vs. Q2 2025
Operating expenses increased by $5.6 million, or 3.7%, in the second quarter of 2026 compared to the second quarter of 2025. The increase in operating expenses was primarily driven by the following:
•an increase in employee expenses of $6.3 million and lease and rental expenses of $3.3 million.
The increases were partially offset by the following:
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Management's Discussion and Analysis
•a decrease in outside services of $4.9 million.
YTD 2026 vs. YTD 2025
Operating expenses decreased $2.3 million, or 0.7%, in the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease in operating expenses was primarily driven by the following:
•a decrease in outside services of $13.4 million primarily driven by the Big Spring refinery turnaround.
The decreases were partially offset by the following:
•an increase in employee expenses of $7.5 million and lease and rental expenses of $4.4 million.
Refining Margin
Q2 2026 vs. Q2 2025
Refining segment margin increased by $469.2 million, or 196.9%, in the second quarter of 2026 compared to the second quarter of 2025, with a refining margin percentage of 17.4% as compared to 8.8% for the second quarter of 2026 and 2025, respectively, primarily driven by the following:
•a 129.1% increase in the 5-3-2 crack spread (the primary measure for the Tyler refinery and El Dorado refinery), a 124.9% increase in the average Gulf Coast 3-2-1 crack spread (the primary measure for the Big Spring refinery) and a 160.5% increase in the average Gulf Coast 2-1-1 crack spread (the primary measure for the Krotz Springs refinery).
YTD 2026 vs. YTD 2025
Refining margin increased by $560.5 million, or 149.2%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, with a refining margin percentage of 14.0% as compared to 7.1% for the six months ended June 30, 2026 and 2025, respectively, primarily driven by the following:
•a 111.6% increase in the Gulf Coast 5-3-2 crack spread (the primary measure for the Tyler refinery and El Dorado refinery), a 109.6% increase in the average Gulf Coast 3-2-1 crack spread (the primary measure for the Big Spring refinery) and a 144.9% increase in the average Gulf Coast 2-1-1 crack spread (the primary measure for the Krotz Springs refinery).
These increases were partially offset by the following:
•a decrease in sales volumes (including purchased products) primarily related to the Big Spring refinery turnaround in the first quarter of 2026.
EBITDA
Q2 2026 vs. Q2 2025
EBITDA increased by $459.7 million, or 477.4%, in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to an increase in refining margin driven by increased crack spreads.
YTD 2026 vs. YTD 2025
EBITDA increased by $554.7 million, or 689.1% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to an increase in refining margin driven by increased crack spreads offset by decreased sales volumes (including purchased products) primarily related to the Big Spring refinery turnaround in the first quarter of 2026.
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Management's Discussion and Analysis
| Logistics Segment | ||
The table below sets forth certain information concerning our logistics segment operations ($ in millions, except per barrel amounts):
| Selected Logistics Financial and Operating Information | ||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenues | $ | 384.7 | $ | 246.4 | $ | 682.2 | $ | 496.3 | ||||||||||||||||||
| Cost of materials and other | $ | 239.0 | $ | 119.3 | $ | 407.6 | $ | 248.4 | ||||||||||||||||||
| Operating expenses (excluding depreciation and amortization) | $ | 43.4 | $ | 38.2 | $ | 90.4 | $ | 79.1 | ||||||||||||||||||
| EBITDA | $ | 120.0 | $ | 96.6 | $ | 214.9 | $ | 188.8 | ||||||||||||||||||
| Operating Information: | ||||||||||||||||||||||||||
| Gathering & Processing: (average bpd) | ||||||||||||||||||||||||||
| Lion Pipeline System: | ||||||||||||||||||||||||||
| Crude pipelines (non-gathered) | 74,197 | 71,220 | 68,068 | 66,580 | ||||||||||||||||||||||
| Refined products pipelines | 52,059 | 53,597 | 48,379 | 54,797 | ||||||||||||||||||||||
| SALA Gathering System | 9,737 | 9,983 | 9,485 | 10,151 | ||||||||||||||||||||||
| East Texas Crude Logistics System | 34,259 | 33,101 | 30,791 | 30,027 | ||||||||||||||||||||||
| Midland Gathering Assets | 209,957 | 207,183 | 214,057 | 209,059 | ||||||||||||||||||||||
| Plains Connection System | 176,680 | 158,881 | 194,421 | 169,004 | ||||||||||||||||||||||
| Delaware Gathering Assets: | ||||||||||||||||||||||||||
|
Natural gas gathering and processing (Mcfd) (1)
|
80,715 | 60,940 | 72,355 | 60,378 | ||||||||||||||||||||||
| Crude oil gathering (average bpd) | 157,156 | 137,167 | 143,380 | 129,737 | ||||||||||||||||||||||
| Water disposal and recycling (average bpd) | 105,396 | 116,504 | 108,269 | 122,468 | ||||||||||||||||||||||
| Midland Water Gathering System: | ||||||||||||||||||||||||||
| Water disposal and recycling (average bpd) | 701,435 | 600,891 | 679,223 | 613,817 | ||||||||||||||||||||||
| Wholesale Marketing & Terminalling: | ||||||||||||||||||||||||||
|
East Texas - Tyler refinery sales volumes (average bpd) (2)
|
- | 67,516 | - | 67,695 | ||||||||||||||||||||||
| West Texas wholesale marketing throughputs (average bpd) | 4,191 | 10,757 | 7,960 | 10,791 | ||||||||||||||||||||||
| West Texas wholesale marketing margin per barrel | $ | 2.88 | $ | 4.12 | $ | 3.65 | $ | 2.88 | ||||||||||||||||||
|
Terminalling throughputs (average bpd) (3)
|
159,363 | 150,971 | 147,619 | 144,030 | ||||||||||||||||||||||
(1) Mcfd - average thousand cubic feet per day.
(2) Excludes jet fuel and petroleum coke.
(3) Consists of terminalling throughputs at our Tyler, Big Spring, Big Sandy and Mount Pleasant, Texas terminals, El Dorado and North Little Rock, Arkansas terminals and Memphis and Nashville, Tennessee terminals.
Logistics revenue is largely based on fixed-fee or tariff rates charged for throughput volumes running through our logistics network, where many of those volumes are contractually protected by minimum volume commitments ("MVCs"). To the extent that our logistics volumes are not subject to MVCs, our Logistics revenue may be negatively impacted in periods where our customers are experiencing economic pressures or reductions in demand for their products. Additionally, certain of our throughput arrangements contain deficiency credit provisions that may require us to defer excess MVC fees collected over actual throughputs to apply toward MVC deficiencies in future periods. With respect to our equity method investments in pipeline joint ventures, our earnings from those investments (which is based on our pro rata ownership percentage of the joint venture's recognized net income or loss) are directly impacted by the operations of those joint ventures. Items impacting the joint venture net income (loss) may include (but are not limited to) the following: long-term throughput contractual arrangements and related MVCs and, in some cases, deficiency credit provisions; the demand for walk-up nominations; applicable rates or tariffs; long-lived asset or other impairments assessed at the joint venture level; and pipeline releases or other contingent liabilities. With respect to our West Texas marketing activities, our profitability is dependent upon the cost of landed product versus the rack price of refined product sold. Our logistics segment is generally protected from commodity price risk because inventory is purchased and then immediately sold at the rack.
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|||||
Management's Discussion and Analysis
Logistics Segment Operational Comparison of the Three and Six Months Ended June 30, 2026 versus the Three and Six Months Ended June 30, 2025
Revenues
Q2 2026 vs. Q2 2025
Net revenues increased by $138.3 million, or 56.1%, in the second quarter of 2026 compared to the second quarter of 2025, primarily driven by:
•increased revenue of $65.9 million in our West Texas marketing operations driven by increases in net volumes sold, an increase in average sales prices per gallon and an increase in RINs revenue:
◦the volumes of gasoline sold increased by 4.9 million gallons, while the volumes of diesel sold decreased by 1.3 million gallons;
◦the average sales prices per gallon of gasoline and diesel sold increased by $1.06 and $1.52 per gallon, respectively; and
◦RINs revenue increased by $3.3 million primarily due to increased RINs prices.
•increased revenue of $77.4 million primarily associated with the Delek Permian Gathering purchasing and blending activities which was transferred from Delek Holdings on May 1, 2025 (the "DPG Dropdown") and increased crude activity in our Delaware Gathering operations.
These increases were partially offset by the following:
•a decrease of $6.7 million associated with the termination of a marketing agreement with Delek Holdings, under which DKL marketed 100% of the refined products output of the Tyler Refinery (the "East Texas Marketing Agreement") effective January 1, 2026.
Net revenues included sales to our refining segment of $204.8 million and $114.0 million for the three months ended June 30, 2026 and June 30, 2025, respectively, and sales corporate and other of $0.0 million and $0.1 million for the three months ended June 30, 2026 and 2025, respectively. We eliminate this intercompany revenue in consolidation.
YTD 2026 vs. YTD 2025
Net revenues increased by $185.9 million, or 37.5%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily driven by the following:
•increased revenue of $84.7 million in our West Texas marketing operations primarily driven by an increase in average sales prices per gallon, a net increase in volumes sold and an increase in RINs revenue:
◦the average sales prices per gallon of gasoline and diesel sold increased by $0.57 and $0.95 per gallon, respectively;
◦the volumes gasoline sold increased by 9.6 million gallons while the volumes of diesel sold decreased by 2.1 million; and
◦RINs revenue increased $5.7 million primarily due to increased RINs prices.
•increased revenue of $113.4 million primarily associated with the Delek Permian Gathering purchasing and blending activities which was transferred to Delek Logistics on May 1, 2025 and increased crude activity in our Delaware Gathering operations.
These increases were partially offset by the following:
•a decrease of $13.4 million associated with the termination of a marketing agreement with Delek Holdings, under which DKL marketed 100% of the refined products output of the Tyler Refinery effective January 1, 2026.
Net revenues included sales to our refining segment of $371.5 million and $239.9 million for the six months ended June 30, 2026 and 2025, respectively, and sales to corporate and other of $0.0 million and $0.5 million for the six months ended June 30, 2026 and 2025, respectively. We eliminate this intercompany revenue in consolidation.
Cost of Materials and Other
Q2 2026 vs. Q2 2025
Cost of materials and other for the logistics segment increased by $119.7 million, or 100.3%, in the second quarter of 2026 compared to the second quarter of 2025. The increase was primarily driven by the following:
•increased costs of materials and other of $66.9 million in our West Texas marketing operations primarily driven by an increase in average cost per gallon of gasoline and diesel sold and a net increase in volumes sold:
◦the average cost per gallon of gasoline and diesel sold increased by $1.11 per gallon and $1.68 per gallon, respectively; and
◦the volumes of gasoline sold increased by 4.9 million, while diesel sold decreased by 1.3 million gallons, respectively.
•an increase of $50.2 million in our gathering and processing segment primarily associated with increased costs associated with our Delaware Gathering operations.
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Management's Discussion and Analysis
Our logistics segment purchased product from our refining segment of $148.9 million and $84.5 million for the three months ended June 30, 2026 and June 30, 2025, respectively. We eliminate these intercompany costs in consolidation.
YTD 2026 vs. YTD 2025
Cost of materials and other for the logistics segment increased by $159.2 million, or 64.1%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This increase was primarily driven by the following:
•increased costs of materials and other of $82.5 million in our West Texas marketing operations was primarily driven by an increase in average cost per gallon and a net increase in volumes sold:
◦the average cost per gallon of gasoline and diesel sold increased by $0.57 per gallon and $1.06 per gallon, respectively; and
◦the volumes of gasoline sold increased by 9.6 million gallons, while diesel sold decreased by 2.1 million gallons.
•an increase of $76.1 million in our gathering and processing operations primarily associated with increased crude oil activity in our Delaware Gathering operations.
Our logistics segment purchased product from our refining segment for $257.1 million and $174.5 million for the six months ended June 30, 2026 and June 30, 2025, respectively. We eliminate these intercompany costs in consolidation.
Operating Expenses
Q2 2026 vs. Q2 2025
Operating expenses increased by $5.2 million, or 13.6%, in the second quarter of 2026 compared to the second quarter of 2025, primarily driven by the following:
•an increase of $8.4 million in outside services, primarily related to professional consulting and contract services; and
•an increase in employee expenses of $2.4 million, primarily associated with our Midland Water Gathering operations.
These increases were partially offset by the following:
•a decrease in variable expenses of $4.6 million and a $3.1 million decrease in maintenance and repairs costs.
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Management's Discussion and Analysis
YTD 2026 vs. YTD 2025
Operating expenses increased by $11.3 million, or 14.3%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by the following:
•an increase of $13.8 million in outside services, primarily related to professional consulting and contract services;
•an increase in employee expenses of $3.2 million, primarily associated with our Midland Water Gathering operations; and
•an increase in insurance expense of $1.7 million and an increase in supplies expense of $1.6 million.
These increases were partially offset by the following:
•a $5.3 million decrease in maintenance and repairs costs and a $3.1 million decrease in variable expenses.
EBITDA
Q2 2026 vs. Q2 2025
EBITDA increased by $23.4 million, or 24.2%, in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily driven by the following:
•increased revenue from crude gathering.
The increase was partially offset by the following:
•a decrease in wholesale margins of $1.24 per barrel; and
•lower revenue due to the assignment of the East Texas Marketing Agreement to Delek Holdings effective January 1, 2026.
YTD 2026 vs. YTD 2025
EBITDA increased by $26.1 million, or 13.8%, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by the following:
•a $0.77 per barrel increase in wholesale margins; and
•increased revenue from crude gathering.
These increases were partially offset by the following:
•lower revenue due to the assignment of the East Texas Marketing Agreement to Delek Holdings effective January 1, 2026.
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Management's Discussion and Analysis
Liquidity and Capital Resources
Sources of Capital
Our primary sources of liquidity and capital resources are
•cash generated from our operating activities;
•borrowings under our debt facilities; and
•potential issuances of additional equity and debt securities.
At June 30, 2026, total liquidity was $2,477.2 million, consisting primarily of $1,848.6 million in unused credit commitments under our revolving credit facilities (as discussed in Note 9 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q) and $628.6 million in cash and cash equivalents. Historically, we have generated sufficient cash from operations to fund working capital requirements, pay quarterly cash dividends, repurchase common stock and fund capital expenditures. On July 23, 2026, our Board of Directors approved a quarterly cash dividend of $0.255 per share of our common stock.
Other funding sources including borrowings under existing credit agreements and issuance of equity and debt securities have been utilized to meet our funding requirements and support our growth capital projects and acquisitions. We have historically been able to source funding at terms that reflect market conditions, our financial position and our credit ratings and expect future funding sources to be at terms that are sustainable and profitable for the Company. However, there can be no assurances regarding the availability of future debt or equity financings or whether such financings can be made available on terms that are acceptable to us; any execution of such financing activities will be dependent on the contemporaneous availability of functioning debt or equity markets. Additionally, new debt financing activities will be subject to the satisfaction of any debt incurrence limitation covenants in our existing financing agreements. Our debt limitation covenants in our existing financing documents are usual and customary for credit agreements of our type and reflective of market conditions at the time of their execution. Our ability to service debt, fund capital expenditures, pay dividends, and repurchase common stock will depend on future operating performance, which is subject to prevailing economic conditions in the oil industry, including oil prices and other factors, some of which are beyond our control.
As of June 30, 2026, we believe we were in compliance with all of our debt maintenance covenants, where the most significant long-term obligation subject to such covenants was the Delek Term Loan Credit Facility (see further discussion in Note 9 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q). Additionally, we were in compliance with covenants during the quarter ended June 30, 2026. Failure to meet the incurrence covenants could impose certain incremental restrictions on our ability to incur new debt and also may limit whether and the extent to which we may pay dividends, as well as impose additional restrictions on our ability to repurchase our stock, make new investments and incur new liens (among others). Such restrictions would generally remain in effect until such a quarter that we return to compliance under the applicable incurrence based covenants. In the event that we are subject to these incremental restrictions, we believe that we have sufficient current and alternative sources of liquidity, including (but not limited to): available borrowings under our existing Delek Revolving Credit Facility, and for Delek Logistics, under its Delek Logistics Revolving Facility; the allowance to incur an additional $750.0 million of secured debt under the Delek Term Loan Credit Facility (see further discussion of these facilities in Note 9 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q); the ability to nominate each month whether to include volumes related to the Krotz Springs, El Dorado and Big Spring refineries for funding under the Inventory Intermediation Agreement (as defined in Note 8 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q); as well as the possibility of obtaining other secured and unsecured debt, raising capital through equity issuance, or taking advantage of transactional financing opportunities such as sale-leasebacks or joint ventures, as otherwise contemplated and allowed under our incurrence covenants.
Cash Flows
The following table sets forth a summary of our consolidated cash flows (in millions):
| Consolidated | ||||||||||||||
| Six Months Ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash Flow Data: | ||||||||||||||
| Operating activities - continuing operations | $ | 724.2 | $ | (9.9) | ||||||||||
| Operating activities - discontinued operations | (0.2) | (1.1) | ||||||||||||
| Total Operating activities | 724.0 | (11.0) | ||||||||||||
| Investing activities - continuing operations | (366.5) | (477.6) | ||||||||||||
| Total Investing activities | (366.5) | (477.6) | ||||||||||||
| Financing activities - continuing operations | (354.7) | 368.5 | ||||||||||||
| Total Financing activities | (354.7) | 368.5 | ||||||||||||
| Net (decrease) increase | $ | 2.8 | $ | (120.1) | ||||||||||
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Management's Discussion and Analysis
Cash Flows from Operating Activities
Continuing Operations
Net cash provided by operating activities from continuing operations was $724.2 million for the six months ended June 30, 2026, compared to net cash used of $9.9 million for the comparable period of 2025. The increases were a result of cash receipts from customers and cash payments to suppliers and for salaries resulting in a net $729.0 million increase in cash provided by operating activities partially offset by an increase in cash paid for debt interest of $6.9 million.
Cash Flows from Investing Activities
Continuing Operations
Net cash used in investing activities from continuing operations was $366.5 million for the six months ended June 30, 2026, compared to $477.6 million in the comparable period of 2025. The decrease in cash flows used in investing activities was primarily due to the Gravity Acquisition in 2025 for $181.2 million offset by a $60.0 million increase in purchases of property, plant and equipment.
Cash Flows from Financing Activities
Continuing Operations
Net cash used in financing activities from continuing operations was $354.7 million for the six months ended June 30, 2026, compared to cash provided of $368.5 million in the comparable 2025 period. The decrease in cash provided was primarily due to net payments on term debt of $71.5 million for the six months ended June 30, 2026 compared to net proceeds of $695.2 million in the comparable 2025 period, net payments on product and other financing arrangements of $139.2 million for the six months ended June 30, 2026 compared to net proceeds of $162.1 million in the comparable 2025 period and payments of $33.5 million for deferred financing costs for the six months ended June 30, 2026 compared to deferred financing costs of $10.8 million in the comparable 2025 period.
These increases in cash used were partially offset by net proceeds on long-term revolvers of $36.2 million for the six months ended June 30, 2026 compared to net payments of $354.6 million in the comparable 2025 period and a decrease of $24.4 million in share buybacks.
Cash Position and Indebtedness
As of June 30, 2026, cash and cash equivalents totaled $628.6 million, and total long-term indebtedness was approximately $3,189.7 million, net of deferred financing costs and debt discount of $58.4 million. Letters of credit issued totaled approximately $453.3 million, and unused credit commitments or borrowing base availability, as applicable, under our revolving credit facilities was approximately $1,848.6 million. The decrease of $35.2 million in total long-term principal indebtedness as of June 30, 2026 compared to December 31, 2025 resulted primarily from a decrease in net borrowings under the Delek Term Loan Credit Facility. As of June 30, 2026, our total long-term indebtedness (as defined in Note 9 of the condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q) consisted of the following:
•the Delek Revolving Credit Facility with no outstanding borrowings (maturity of April 9, 2031);
•aggregate principal of $850.0 million under the Delek Term Loan Credit Facility (maturity of May 15, 2032 and effective interest of 7.36%);
•aggregate principal of $248.1 million under the Delek Logistics Revolving Facility (maturity of March 26, 2031 and average borrowing rate of 6.05%);
•aggregate principal of $650.0 million under the Delek Logistics 2029 Notes (due in 2029, with effective interest rate of 8.80%);
•aggregate principal of $700.0 million under the Delek Logistics 2033 Notes (due in 2033, with effective interest rate of 7.63%); and
•aggregate principal of $800.0 million under the Delek Logistics 2034 Notes (due in 2034, with effective interest rate of 7.15%).
We also utilize supplemental financing arrangements to fund operating assets or, from time to time, to monetize assets not needed in the near term when internal cost of capital and other criteria are met. Such arrangements include our inventory intermediation arrangement, which finances a significant portion of our first-in, first-out inventory at the refineries and, from time to time, RINs or other non-inventory product financing liabilities and funded letters of credit. Our long-term inventory intermediation obligation with Citigroup Energy Inc. ("Citi") was $95.2 million at June 30, 2026. See Note 8 of the accompanying condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q for additional information about our Inventory Intermediation Agreement. Product financing liabilities, consisting primarily of RIN financings, totaled $174.6 million as of June 30, 2026, all of which is due within the next 12 months. See further description of these types of arrangements in the Environmental Credits and Related Regulatory Obligations accounting policy disclosed in Note 2 to our accompanying consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, of our December 31, 2025 Annual Report on Form 10-K. For both arrangements and the related commitments, see also our "Cash Requirements" section below.
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Management's Discussion and Analysis
Debt Ratings
We receive debt ratings from the major U.S. credit rating agencies. In assigning these ratings, the agencies consider a number of qualitative and quantitative items including, but not limited to, commodity pricing levels, our liquidity, asset quality, reserve mix, debt levels and seniorities, cost structure, planned asset sales and production growth opportunities.
There are no "rating triggers" in any of our contractual debt obligations that would accelerate scheduled maturities should our debt rating fall below a specified level. However, a downgrade could adversely impact our interest rate on new credit facility borrowings and the ability to economically access debt markets in the future. Additionally, any rating downgrades may increase the likelihood of us having to post additional letters of credit or cash collateral under certain contractual arrangements.
Capital Spending
A key component of our long-term strategy is our capital expenditure program. The following table summarizes our actual capital expenditures for the six months ended June 30, 2026, by operating segment and major category (in millions):
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2026 Low Forecast (1)
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2026 High Forecast(1)
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Six Months Ended June 30, 2026 Actual(2)
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| Refining | ||||||||||||||||||||
| Regulatory | $ | 14.1 | ||||||||||||||||||
| Sustaining maintenance, including turnaround activities | 191.6 | |||||||||||||||||||
| Growth projects | 0.7 | |||||||||||||||||||
| Refining segment total | $ | 237.0 | $ | 270.0 | $ | 206.4 | ||||||||||||||
| Logistics | ||||||||||||||||||||
| Regulatory | 3.0 | |||||||||||||||||||
| Sustaining maintenance | 10.3 | |||||||||||||||||||
| Growth projects | 92.5 | |||||||||||||||||||
| Logistics segment total | $ | 250.0 | $ | 260.0 | $ | 105.8 | ||||||||||||||
| Corporate and Other | ||||||||||||||||||||
| Regulatory | 0.9 | |||||||||||||||||||
| Sustaining maintenance | 5.9 | |||||||||||||||||||
| Growth projects | - | |||||||||||||||||||
| Other total | $ | 13.0 | $ | 20.0 | $ | 6.8 | ||||||||||||||
| Total capital spending | $ | 500 | $ | 550 | $ | 319.0 | ||||||||||||||
(1) During the second quarter of 2026, we revised our 2026 full-year capital forecast to include a low and high range for each segment to better reflect the range of potential outcomes based on management's current estimates for the remainder of the year.
(2) Amounts exclude capitalized interest and internal labor costs of $24.9 million and $13.1 million in specialized project financing not included in the forecast.
The amount of our capital expenditure forecast is subject to change due to unanticipated increases in the cost, scope, and completion time for our capital projects and subject to the changes and uncertainties discussed under the 'Forward-Looking Statements' section of Item 2. Management's Discussion and Analysis, of this Quarterly Report on Form 10-Q. For further information, please refer to our discussion in Item 1A. Risk Factors, of our December 31, 2025 Annual Report on Form 10-K.
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Management's Discussion and Analysis
Cash Requirements
Long-Term Cash Requirements Under Contractual Obligations
Information regarding our known cash requirements under contractual obligations of the types described below as of June 30, 2026, is set forth in the following table (in millions):
| Payments Due by Period | ||||||||||||||||||||||||||||||||
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<</span>1 Year
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1-3 Years | 3-5 Years | >5 Years | Total | ||||||||||||||||||||||||||||
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Long-term debt and notes payable obligations
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$ | 8.5 | $ | 667.0 | $ | 265.1 | $ | 2,307.5 | $ | 3,248.1 | ||||||||||||||||||||||
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Interest (1)
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234.7 | 462.7 | 344.6 | 314.4 | 1,356.4 | |||||||||||||||||||||||||||
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Operating lease commitments (2)
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14.8 | 41.8 | 9.5 | 9.9 | 76.0 | |||||||||||||||||||||||||||
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Purchase commitments (3)
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984.2 | - | - | - | 984.2 | |||||||||||||||||||||||||||
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Product financing agreements (4)
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174.6 | - | - | - | 174.6 | |||||||||||||||||||||||||||
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Transportation agreements (5)
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173.2 | 272.9 | 199.8 | 155.5 | 801.4 | |||||||||||||||||||||||||||
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Inventory intermediation obligation (6)
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12.7 | 95.2 | - | - | 107.9 | |||||||||||||||||||||||||||
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Retail Stores obligations (7)
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8.6 | 17.2 | 11.7 | 2.6 | 40.1 | |||||||||||||||||||||||||||
| Total | $ | 1,611.3 | $ | 1,556.8 | $ | 830.7 | $ | 2,789.9 | $ | 6,788.7 | ||||||||||||||||||||||
(1) Expected interest payments on debt outstanding at June 30, 2026. Floating interest rate debt is calculated using June 30, 2026 rates. For additional information, see Note 9 to the condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q.
(2) Amounts reflect future estimated lease payments under operating leases having remaining non-cancellable terms in excess of one year as of June 30, 2026.
(3) We have purchase commitments to secure certain quantities of crude oil, finished product and other resources used in production at both fixed and market prices. We have estimated future payments under the market-based agreements using current market rates. Excludes purchase commitments in buy-sell transactions which have matching notional amounts with the same counterparty and are generally net settled in exchanges.
(4) Balances consist of obligations under RINs product financing arrangements, as described in the ''Environmental Credits and Related Regulatory Obligations" accounting policy included in Note 2 to our consolidated financial statements in Item 8. Financial Statements and Supplementary Data, of our December 31, 2025 Annual Report on Form 10-K.
(5) Balances consist of contractual obligations under agreements with third parties (not including Delek Logistics) for the transportation of crude oil to our refineries.
(6) Balances consist of contractual obligations under the Citi Inventory Intermediation Agreement, including principal obligation for the Baseline Volume Step-Out Liability and other recurring fees. For additional information, see Note 8 to the condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q.
(7) Amounts reflect a rebate arrangement included in the long-term agreement with Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA) entered into in conjunction with the sale of our retail fuel and convenience stores as well as certain underground storage tank cleanup obligations. For additional information, see our consolidated financial statements in Item 8. Financial Statements and Supplementary Data, of our December 31, 2025 Annual Report on Form 10-K.
Other Cash Requirements
Our material short-term cash requirements under contractual obligations are presented above, and we expect to fund the majority of those requirements with cash flows from operations. Our other cash requirements consisted of operating activities and capital expenditures. Operating activities include cash outflows related to payments to suppliers for crude and other inventories (which are largely reflected in our contractual purchase commitments in the table above) and payments for salaries and other employee related costs. Cash outlays in 2027 are planned to include incentive compensation payments that were earned and accrued in 2026. In line with our long-term sustainable strategy, future cash requirements will include initiatives to build on our long-term sustainable business model and sum of the parts initiatives.
Refer to the cash flow section for our operating activities spend during the six months ended June 30, 2026. While many of the expenses related to the operating activities are variable in nature, some of the expenditures can be somewhat fixed in the short-term due to forward planning on our level of activity.
Refer to the 'Capital Spending' section for our capital expenditures for the six months ended June 30, 2026 and our anticipated cash requirements for planned capital expenditures for the full year 2026.
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