Delek US Holdings, Inc.
For the period ended Sep 30, 2025. Filed Nov 7, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 7, 2025
DK$63.95+2.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-06.
0001694426-25-000112
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-07.
0001628280-25-050541
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 384 previous paragraphs and 398 current paragraphs.
213 unchanged; 110 reworded; 71 added; 48 removed; 13 previous and 4 current paragraphs rearranged.
Tables are not compared: 16 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (71)
Current report
Our refining operations continue to be impacted by requirements to comply with RFS-2. In the third quarter of 2025, we were returned 2019-2023 RINs after being granted small refinery exemptions from the U.S. Environmental Protection Agency (“EPA”) related to the 2019-2024 compliance periods. While a majority of the RINs returned were expired and had no value, the small refinery exemptions allowed us to retain certain non-expired 2023 and 2024 RINs. Additionally, the exemptions resulted in a reduction of our Consolidated Net RINs obligation related to the unsettled 2024 obligation and a reduction within Cost of materials and other in the third quarter of 2025. We also expect to recognize benefits related to the returned RINs as they are monetized in the fourth quarter of 2025.
Current report
Small Refinery Exemptions
Current report
On August 22, 2025, the EPA announced its decisions on multiple outstanding small refinery exemption (SRE) petitions from refineries seeking an exemption from their Renewable Fuel Standard obligations for the 2016–2024 compliance years. As part of the exemption review, Delek was granted full and partial exemptions for multiple refineries related to obligations for the 2019-2024 calendar years.
Current report
The exemptions granted resulted in Delek being returned 2019-2023 RINs used to satisfy some of our Consolidated Net RINs obligation for previous compliance periods. A majority of these RINs were expired at the point in time the EPA returned them and lacked value. In addition, the exemptions granted for 2024 relieved or partially relieved Delek of its RIN obligations for certain refineries for the 2024 compliance year, allowing the company to retain or monetize the valid RINs that would have otherwise been required for compliance.
Current report
The SREs resulted in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $280.8 million in the third quarter of 2025. Additionally, we expect to recognize approximately $75 million in the fourth quarter of 2025 related to the monetization of certain RIN assets retained with the small refinery exemptions.
Current report
f
Current report
Net Income (Loss)
Current report
•an increase in the average price of U.S. Gulf Coast ULSD of 1.8%;
Current report
•an increase in sales volume (including purchased products);
Current report
•in our logistics segment, increased revenue of $2.4 million in our West Texas marketing operations; and
Current report
•incremental revenue associated with the H2O Midstream Acquisition and Gravity Acquisition of $11.0 million and $20.7 million, respectively.
Current report
•in our logistics segment, decreased revenue of $18.7 million in our West Texas marketing operations.
Current report
•an increase in the average price of U.S. Gulf Coast HSD of 1.5%; and
Current report
•incremental revenue associated with the H2O Midstream Acquisition and Gravity Acquisition of $42.8 million and $67.5 million, respectively.
Current report
•small refinery exemptions received in the third quarter of 2025 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $280.8 million.
Current report
•an increase in sales volume (including purchased products); and
Current report
•incremental costs associated with the Gravity and H2O Midstream Acquisitions of $5.3 million and $1.2 million, respectively.
Current report
•small refinery exemptions received in the third quarter of 2025 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $280.8 million; and
Current report
•in our logistics segment, decreased cost of materials and other of $20.5 million in our West Texas marketing operations.
Current report
•incremental costs associated with the Gravity and H2O Midstream Acquisitions of $10.1 million and $2.9 million, respectively.
Current report
•an increase in natural gas, chemical and electric costs;
Current report
•an increase in natural gas, chemical, and electric costs;
Current report
•an increase in outside services;
Current report
Asset impairment was $16.3 million for the three months ended September 30, 2025 compared to $9.2 million for the three months ended September 30, 2024.
Current report
•For the third quarter of 2025, the asset impairment primarily related to an $11.6 million impairment of software development costs.
Current report
•For the third quarter of 2024, we recorded a $9.2 million asset impairment because it was no longer probable certain pipeline assets would be utilized.
Current report
Asset impairment was $16.3 million for the nine months ended September 30, 2025 compared to $31.3 million for the nine months ended September 30, 2024.
Current report
•For the nine months ended September 30, 2025, the asset impairment primarily related to an $11.6 million impairment of software development costs.
Current report
Refer to Note 12 and Note 17 of the condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q for further information.
Current report
Other operating expense (income), net decreased by $12.9 million in the third quarter of 2025 to an income of $0.1 million compared to expense of $12.8 million in the third quarter of 2024. During the three months ended September 30, 2024, we made a strategic decision to abandon certain capital projects included in construction in progress that no longer fit our core objectives and as a result we recognized a loss of $14.1 million.
Current report
•for the nine months ended September 30, 2024, we made a strategic decision to abandon certain capital projects included in construction in progress that no longer fit our core objectives and as a result we recognized a loss of $14.1 million.
Current report
Interest expense, net was $263.1 million in the nine months ended September 30, 2025, compared to $244.1 million for nine months ended September 30, 2024, an increase of $19.0 million, or 7.8% primarily due to the following:
Current report
Other income, net increased by $0.7 million, or 140.0%, to $1.2 million in the third quarter of 2025 compared to $0.5 million in the third quarter of 2024.
Current report
•a decrease in the average price of U.S. Gulf Coast gasoline of 7.1% and U.S. Gulf Coast HSD of 1.9%.
Current report
•an increase in the average price of Gulf Coast ULSD of 1.8%; and
Current report
•an increase in sales volumes (including purchased products).
Current report
•a decrease in the average price of U.S. Gulf Coast gasoline of 11.3% and ULSD of 8.6%; and
Current report
•an increase in the average price of U.S. Gulf Coast HSD of 1.5%.
Current report
•small refinery exemptions received in the third quarter of 2025 resulting in a reduction of our Consolidated Net RINs Obligation and therefore a reduction within Cost of materials and other of approximately $280.8 million.
Current report
•an increase in sales volumes (including purchased products).
Showing the first 40 of 71 passages. Open the source sections for the rest.
Removed paragraphs (48)
Previous report
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 while not compromising operational excellence. During the first half of 2025, we continued to make progress on our "sum of the parts" efforts. Our logistics segment (or "Logistics") successfully closed the Gravity Acquisition which includes integrated full-cycle water systems in the Permian Basin, in addition to produced water gathering, and transportation assets in the Bakken, and along with the H2O Midstream Acquisition, provide a strong opportunity for integrated crude and water services to Delek Logistics customers. This acquisition represents another significant step in Delek Logistics' commitment of being a full suite crude, gas and water midstream services provider in the Permian Basin in addition to diversifying our logistics customer base to include more third-party customers. The Gravity Acquisition has become immediately accretive, delivering incremental contribution margin and cash flows. During the second quarter of 2025, we entered into additional agreements with Delek Logistics which put additional midstream commercial activities in Delek Logistics and will bring refining related activities and assets back to our refining segment (or "Refining"). Additionally, these transactions increased consolidated financial availability by approximately $250 million. Delek Logistics also sold $700.0 million of 7.325% Senior Notes due 2033, at par during the second quarter of 2025. Net proceeds were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility providing Delek Logistics with $1.1 billion of availability on the facility providing further financial flexibility.
Previous report
During the second quarter of 2024, we realigned our reportable segments for financial reporting purposes to reflect changes in the manner in which our chief operating decision maker, or CODM, assesses financial information for decision-making purposes. The change represents reporting the operating results of our 50% interest in a joint venture that owns asphalt terminals located in the southwestern region of the U.S. within the refining segment. Prior to this change, these operating results were reported as part of corporate, other and eliminations. While this reporting change did not change our consolidated results, segment data for previous years has been restated and is consistent with the current year presentation.
Previous report
Net Loss
Previous report
•in our logistics segment, decreased revenue of $18.4 million in our West Texas marketing operations.
Previous report
•incremental revenue associated with the H2O Midstream Acquisition and Gravity Acquisition of $15.3 million and $24.0 million, respectively.
Previous report
•in our logistics segment, decreased revenue of $21.1 million in our West Texas marketing operations.
Previous report
•incremental revenue associated with the H2O Midstream Acquisition and Gravity Acquisition of $31.8 million and $46.8 million, respectively.
Previous report
•incremental costs associated with the H2O Midstream Acquisition and Gravity Acquisition; and
Previous report
•incremental costs associated with the H2O Midstream Acquisition and Gravity Acquisition; and
Previous report
•an increase in natural gas costs;
Previous report
•a decrease in lease and rental costs.
Previous report
•an increase in natural gas costs;
Previous report
•a decrease in lease and rental costs.
Previous report
Q2 2024 vs. Q2 2023
Previous report
YTD 2024 vs. YTD 2023
Previous report
Asset impairment was $22.1 million for the six months ended June 30, 2024. We recorded $22.1 million asset impairment as a result of our second quarter 2024 decision to idle the biodiesel facilities, while exploring viable and sustainable alternatives. There was no asset impairment for the six months ended June 30, 2025.
Previous report
Other operating expense (income), net decreased by $79.1 million in the second quarter of 2025 to an expense of $0.4 million compared to income of $78.7 million in the second quarter of 2024. The decrease was primarily due to the following:
Previous report
Interest expense, net was $170.0 million in the six months ended June 30, 2025, compared to $165.3 million for six months ended June 30, 2024, an increase of $4.7 million, or 2.8% primarily due to the following:
Previous report
•a decrease in income from our investment in W2W Holdings LLC to $11.2 million during the six months ended June 30, 2025 from $20.0 million in the six months ended June 30, 2024; and
Previous report
Other expense (income), net increase by $6.2 million, or 100.0%, to $6.2 million in the second quarter of 2025 compared to $0.0 million in the second quarter of 2024, primarily driven by the following:
Previous report
•a decrease in the average price of U.S. Gulf Coast gasoline of 15.2%, ULSD of 14.8% and U.S. Gulf Coast HSD of 2.1%; and
Previous report
•a decrease in the average price of U.S. Gulf Coast gasoline of 13.3% and ULSD of 13.4%; and
Previous report
•an increase in the average price of U.S. Gulf Coast HSD of 3.1%.
Previous report
•a decrease in insurance costs and lease and rental costs.
Previous report
•a decrease in employee costs, insurance costs, and lease and rental costs.
Previous report
•higher natural gas prices; and
Previous report
Net revenues decreased by $18.2 million, or 6.9%, in the second quarter of 2025 compared to the second quarter of 2024, primarily driven by:
Previous report
◦the average sales prices per gallon of gasoline and diesel sold decreased by $0.34 and $0.33 per gallon, respectively;
Previous report
◦the volumes of gasoline sold decreased by 2.7 million and the volumes of diesel sold increased by 0.3 million gallons;
Previous report
•partially offset by incremental revenue associated with Gravity and H2O Midstream acquisitions of $15.3 million and $24.0 million, respectively.
Previous report
Net revenues decreased by $20.4 million, or 3.9%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily driven by the following:
Previous report
◦the average sales prices per gallon of gasoline and diesel sold decreased by $0.28 and $0.32 per gallon, respectively;
Previous report
◦the volumes of diesel sold increased by 2.0 million and the average volumes of gasoline sold decreased by 1.6 million gallons; and
Previous report
•partially offset by incremental revenue associated with the Gravity and H2O Midstream Acquisitions of $46.8 million and $31.8 million, respectively.
Previous report
◦the average cost per gallon of gasoline and diesel sold decreased by $0.31 per gallon and $0.36 per gallon, respectively; and
Previous report
◦the volumes of gasoline sold decreased by 2.7 million and the volumes of diesel sold increased by 0.3 million gallons.
Previous report
•incremental costs associated with the H2O Midstream and Gravity Acquisitions of $0.9 million and $2.7 million, respectively.
Previous report
◦the average cost per gallon of gasoline and diesel sold decreased by $0.24 per gallon and $0.33 per gallon, respectively;
Previous report
◦the volumes of diesel sold increased by 2.0 million gallons, and the volumes of gasoline sold decreased by 1.6 million; and
Previous report
•incremental costs associated with the H2O Midstream and Gravity Acquisitions of $1.7 million and $4.7 million, respectively.
Showing the first 40 of 48 passages. Open the source sections for the rest.
Reworded paragraphs (110)
Previous wording
During the second quarter of 2025, the Refining segment provided higher margins than the first quarter of 2025 and the prior year second quarter due to increased crack spreads. Crack spreads were higher during the second quarter of 2025 than the prior twelve months. Our disciplined approach to cost control, coupled with a focus on our enterprise optimization plan ("EOP") margin enhancements, supported earnings before interest, taxes, depreciation and amortization ("EBITDA") growth and improved cash flow, while our capital deployment remained aligned with our strategic priorities. The domestic West Texas Intermediate ("WTI") differentials compared to Brent continued to be favorable, and the WTI Midland to Cushing differential contracted favorably during the second quarter of 2025. The increased refining margins compared to the second quarter of 2024 continues to demonstrate that demand for refined products continues to be strong. Logistics continued to contribute strong results driven by incremental contributions from H2O Midstream and Gravity. We will continue to execute on our priorities of running safe and reliable operations, making further progress on our "sum of the parts" efforts, and delivering shareholder value while maintaining our financial strength and flexibility.
Current wording
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 while not compromising operational excellence. During the third quarter of 2025, the Refining segment provided higher margins than the second quarter of 2025 and the prior year third quarter due to increased crack spreads. Crack spreads were higher during the third quarter of 2025 than the prior fifteen months. Our disciplined approach to cost control, coupled with a focus on our enterprise optimization plan ("EOP") margin enhancements, as well as the impact related to the small refinery exemptions granted in the third quarter supported earnings before interest, taxes, depreciation and amortization ("EBITDA") growth and improved cash flow, while our capital deployment remained aligned with our strategic priorities. The domestic West Texas Intermediate ("WTI") differentials compared to Brent continued to be favorable while the WTI Midland to Cushing differential widened unfavorably compared to the second quarter of 2025. The increased refining margins compared to the third quarter of 2024 continues to demonstrate that demand for refined products continues to be strong. Logistics continued to contribute strong results driven by incremental contributions from H2O Midstream and Gravity. We will continue to execute on our priorities of running safe and reliable operations, making further progress on our "sum of the parts" efforts, and delivering shareholder value while maintaining our financial strength and flexibility.
Previous wording
The near term economic outlook still has uncertainty with the introduction of widespread tariffs by the U.S., geopolitical instability and commodity market volatility. The uncertainty surrounding trade negotiations and the potential for further expansion of tariffs have contributed to increased market and commodity volatility and potential economic downturns. As a result, 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. During 2024, we announced a new EOP which includes initiatives that are focused on improving our financial health and ability to generate cash flows. The EOP includes leaner costs including lower general and administrative expenses, lower operating expenses specifically at the Big Spring Refinery and Krotz Springs Refinery and lowering interest expense. At the El Dorado Refinery our EOP is focused on margin improvement through enhanced logistics, reduced costs, higher quality product slate, and new products producing higher yields. The EOP also includes stronger margins including accretive minimal capital projects in our Refining segment and commercial improvements including market optionality, improved product slate and optimization. By executing on our initiatives to optimize our cost structure, we are positioning the Company in the event of lower crack spreads and volatility in the commodity markets.
Current wording
The near term economic outlook still has uncertainty due to geopolitical instability and commodity market volatility. The uncertainty surrounding trade negotiations and the potential for further expansion of tariffs have contributed to increased market and commodity volatility and potential economic downturns. As a result, 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. During 2024, we announced a new EOP which includes initiatives that are focused on improving our financial health and ability to generate cash flows. The EOP includes leaner costs including lower general and administrative expenses, lower operating expenses and lowering interest expense. At the El Dorado Refinery our EOP is focused on margin improvement through enhanced logistics, reduced costs, higher quality product slate, and new products producing higher yields. The EOP also includes stronger margins including accretive minimal capital projects in our Refining segment and commercial improvements including market optionality, improved product slate, and optimization. By executing on our initiatives to optimize our cost structure, we are positioning the Company in the event of lower crack spreads and volatility in the commodity markets.
Previous wording
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, 2025, we returned $75.8 million of capital in 2025 to shareholders through dividends and share buybacks and returned another $7.9 million through share buybacks in July of 2025.
Current wording
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 September 30, 2025, we returned $106.1 million of capital in 2025 to shareholders through dividends and share buybacks.
Previous wording
Our near-term focus is centered around the following: (1) operations excellence, (2) financial strength and flexibility and (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. See further discussion in the "Strategic Objectives" section below.
Current wording
Our near-term focus is centered around the following: (1) operational excellence, (2) financial strength and flexibility and (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. See further discussion in the "Strategic Objectives" section below.
Previous wording
On June 30, 2025, Delek Logistics sold $700.0 million in aggregate principal amount of 7.325% Senior Notes due 2033 (the “Delek Logistics 2033 Notes”), at par. Net proceeds were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility.
Current wording
On June 30, 2025, Delek Logistics sold $700.0 million in aggregate principal amount of 7.325% Senior Notes due 2033 (the “Delek Logistics 2033 Notes”), at par. Net proceeds were used to repay a portion of the outstanding borrowings under the Delek Logistics Revolving Facility (as defined in Note 10 of the condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q).
Previous wording
Our logistics segment 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 southeastern 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 63.3% interest at June 30, 2025. Delek Logistics was formed by Delek in 2012 to own, operate, acquire and construct crude oil and refined products logistics and marketing assets. Majority of Delek Logistics' assets are currently integral to our refining and marketing operations. The logistics segment's gathering and processing business owns or leases capacity on approximately 398 miles of crude oil transportation pipelines, approximately 406 miles of refined product pipelines, and an approximately 1,400-mile crude oil gathering system of which 489 miles is decommissioned. In addition, 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 11.2 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.
Current wording
Our logistics segment 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 63.3% interest at September 30, 2025. Delek Logistics was formed by Delek in 2012 to own, operate, acquire and construct crude oil and refined products logistics and marketing assets. Majority of Delek Logistics' assets are currently integral to our refining and marketing operations. The logistics segment's gathering and processing business owns or leases capacity on approximately 398 miles of crude oil transportation pipelines, approximately 406 miles of refined product pipelines, and an approximately 1,400-mile crude oil gathering system of which 489 miles is decommissioned. In addition, 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 11.2 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.
Previous wording
We have positioned the Company to continue to run safely, reliably and environmentally responsibly while leveraging our Delek Logistics business. Crack spreads have increased two consecutive quarters since Q4 2024 providing the highest crack spreads since the first quarter of 2024. Many uncertainties remain in 2025 with respect to the global supply and demand of the crude oil and refined products markets and it is difficult to predict the ultimate economic impacts this may have on our operations. We expect refining capacity rationalization to lower refined products inventory and crude oil demand to continue to rise. These factors will help absorb the recent additions in global supply and balance the market over the next 6 to 12 months. However, U.S. policy changes and escalating conflicts in the Middle East could potentially result in supply disruptions or further volatility in crude oil prices.
Current wording
We have positioned the Company to continue to run safely, reliably, and environmentally responsibly while leveraging our Delek Logistics business. Crack spreads have increased three consecutive quarters since Q4 2024 providing the highest crack spreads since the first quarter of 2024. Many uncertainties remain in 2025 with respect to the global supply and demand of the crude oil and refined products markets and it is difficult to predict the ultimate economic impacts this may have on our operations. We expect refining capacity rationalization to lower refined products inventory and crude oil demand to continue to rise. These factors will help absorb the recent additions in global supply and balance the market over the next 6 to 12 months. However, U.S. policy changes and escalating conflicts in the Middle East could potentially result in supply disruptions or further volatility in crude oil prices.
Previous wording
The table below reflects the quarterly average prices of WTI Midland and WTI Cushing crude oil for each of the quarterly periods in 2024 and for the two quarterly periods in 2025.
Current wording
The table below reflects the quarterly average prices of WTI Midland and WTI Cushing crude oil for each of the quarterly periods in 2024 and for the three quarterly periods in 2025.
Previous wording
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 2024 and for the two quarterly periods in 2025.
Current wording
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 2024 and for the three quarterly periods in 2025.
Previous wording
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 2024 and for the two quarterly periods in 2025.
Current wording
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 2024 and for the three quarterly periods in 2025.
Previous wording
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 2024 and for the two quarterly periods in 2025.
Current wording
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 2024 and for the three quarterly periods in 2025.
Previous wording
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 blending, our refining segment still must purchase additional RINs to satisfy its obligations. Prior to the idling of the biodiesel facilities in 2024, we obtained RINs through biodiesel blending and generated RINs through biodiesel production. 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.
Current wording
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 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 blending, our refining segment still must purchase additional RINs to satisfy its obligations. Prior to the idling of the biodiesel facilities in 2024, we obtained RINs through biodiesel blending and generated RINs through biodiesel production. 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.
Previous wording
The chart below illustrates the volatility in RINs for each of the quarterly periods in 2024 and for the two quarterly periods in 2025.
Current wording
The chart below illustrates the volatility in RINs for each of the quarterly periods in 2024 and for the three quarterly periods in 2025.
Previous wording
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 2024 and for the two quarterly periods in 2025.
Current wording
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 2024 and for the three quarterly periods in 2025.
Previous wording
The following table provides a reconciliation of segment EBITDA to the most directly comparable U.S. GAAP measure, net (loss) income attributable to Delek:
Current wording
The following table provides a reconciliation of segment EBITDA to the most directly comparable U.S. GAAP measure, net income (loss) attributable to Delek:
Previous wording
Reconciliation of segment EBITDA to net loss attributable to Delek (in millions)
Current wording
Reconciliation of segment EBITDA to net income (loss) attributable to Delek (in millions)
Previous wording
Consolidated Results of Operations — Comparison of the Three and Six Months Ended June 30, 2025 versus the Three and Six Months Ended June 30, 2024
Current wording
Consolidated Results of Operations — Comparison of the Three and Nine Months Ended September 30, 2025 versus the Three and Nine Months Ended September 30, 2024
Previous wording
Consolidated net loss for the second quarter of 2025 was $90.1 million compared to net loss of $26.1 million for the second quarter of 2024. Consolidated net loss attributable to Delek for the second quarter of June 30, 2025 was $106.4 million, or $(1.76) per basic share, compared to a net loss of $37.2 million, or $(0.58) per basic share, for the second quarter 2024. Explanations for significant drivers impacting net income as compared to the comparable period of the prior year are discussed in the sections below.
Current wording
Consolidated net income for the third quarter of 2025 was $194.8 million compared to net loss of $67.5 million for the third quarter of 2024. Consolidated net income attributable to Delek for the third quarter of September 30, 2025 was $178.0 million, or $2.96 per basic share, compared to a net loss of $76.8 million, or $(1.20) per basic share, for the third quarter 2024. Explanations for significant drivers impacting net income as compared to the comparable period of the prior year are discussed in the sections below.
Previous wording
Consolidated net loss for the six months ended June 30, 2025 was $248.6 million compared to a net loss of $51.3 million for the six months ended June 30, 2024. Consolidated net loss attributable to Delek for the six months ended June 30, 2025 was $279.1 million, or $(4.55) per basic share, compared to a loss of $69.8 million, or $(1.09) per basic share, for the six months ended June 30, 2024. Explanations for significant drivers impacting net loss as compared to the comparable period of the prior year are discussed in the sections below.
Current wording
Consolidated net loss for the nine months ended September 30, 2025 was $53.8 million compared to a net loss of $118.8 million for the nine months ended September 30, 2024. Consolidated net loss attributable to Delek for the nine months ended September 30, 2025 was $101.1 million, or $(1.66) per basic share, compared to a loss of $146.6 million, or $(2.29) per basic share, for the nine months ended September 30, 2024. Explanations for significant drivers impacting net loss as compared to the comparable period of the prior year are discussed in the sections below.
Previous wording
In the second quarter of 2025 and 2024, we generated net revenues of $2,764.6 million and $3,308.1 million, respectively, a decrease of $543.5 million, or 16.4%. The decrease in net revenues was primarily driven by the following factors:
Current wording
In the third quarter of 2025 and 2024, we generated net revenues of $2,887.0 million and $3,042.4 million, respectively, a decrease of $155.4 million, or 5.1%. The decrease in net revenues was primarily driven by the following factors:
Previous wording
•in our refining segment, decreases in the average price of U.S. Gulf Coast gasoline of 13.3% and ULSD of 13.4% and decreased sales volumes (including purchased products), partially offset by an increase in the average price of U.S. Gulf Coast HSD of 3.1%; and
Current wording
•in our refining segment, decreases in the average price of U.S. Gulf Coast gasoline of 7.1% and U.S. Gulf Coast HSD of 1.9%.
Previous wording
We generated net revenues of $5,406.5 million and $6,436.1 million during the six months ended June 30, 2025 and 2024, respectively, a decrease of $1,029.6 million, or 16.0%. The decrease in net revenues was primarily due to the following:
Current wording
We generated net revenues of $8,293.5 million and $9,478.5 million during the nine months ended September 30, 2025 and 2024, respectively, a decrease of $1,185.0 million, or 12.5%. The decrease in net revenues was primarily due to the following:
Previous wording
•in our refining segment, decreases in the average price of U.S. Gulf Coast gasoline of 15.2%, ULSD of 14.8% and U.S. Gulf Coast HSD of 2.1% and decreased sales volume (including purchased products); and
Current wording
•in our refining segment, decreases in the average price of U.S. Gulf Coast gasoline of 11.3% and ULSD of 8.6% and decreased sales volumes (including purchased products); and
Previous wording
Cost of materials and other was $2,415.0 million for the second quarter of 2025 compared to $3,025.5 million for the second quarter of 2024, a decrease of $610.5 million, or 20.2%. The net decrease in cost of materials and other was primarily driven by the following:
Current wording
Cost of materials and other was $2,165.7 million for the third quarter of 2025 compared to $2,788.7 million for the third quarter of 2024, a decrease of $623.0 million, or 22.3%. The net decrease in cost of materials and other was primarily driven by the following:
Previous wording
•decreases in cost of crude oil feedstocks at the refineries, including a 21.1% decrease in the average cost of WTI Cushing crude oil and a 21.2% decrease in the average cost of WTI Midland crude oil and a decrease in sales volume (including purchased products).
Current wording
•decreases in cost of crude oil feedstocks at the refineries, including a 13.6% decrease in the average cost of WTI Cushing crude oil and a 13.4% decrease in the average cost of WTI Midland crude oil; and
Previous wording
Cost of materials and other was $4,814.5 million for the six months ended June 30, 2025, compared to $5,758.4 million for six months ended June 30, 2024, a decrease of $943.9 million, or 16.4%. The net decrease in cost of materials and other primarily related to the following:
Current wording
Cost of materials and other was $6,980.2 million for the nine months ended September 30, 2025, compared to $8,547.1 million for nine months ended September 30, 2024, a decrease of $1,566.9 million, or 18.3%. The net decrease in cost of materials and other primarily related to the following:
Previous wording
•a decrease in the cost of crude oil feedstocks at the refineries, including a 14.4% decrease in the average cost of WTI Cushing crude oil and a 14.6% decrease in the average cost of WTI Midland crude oil and decreased sales volume (including purchased products).
Current wording
•a decrease in the cost of crude oil feedstocks at the refineries, including a 14.1% decrease in the average cost of WTI Cushing crude oil and a 14.3% decrease in the average cost of WTI Midland crude oil and decreased sales volume (including purchased products); and
Previous wording
Operating expenses (included in both cost of sales and other operating expenses) were $212.0 million for the second quarter of 2025 compared to $186.0 million for the second quarter of 2024, an increase of $26.0 million, or 14.0%. The increase in operating expenses was primarily driven by the following:
Current wording
Operating expenses (included in both cost of sales and other operating expenses) were $231.3 million for the third quarter of 2025 compared to $185.1 million for the third quarter of 2024, an increase of $46.2 million, or 25.0%. The increase in operating expenses was primarily driven by the following:
Previous wording
•incremental expenses associated with the H2O Midstream Acquisition and Gravity Acquisition.
Current wording
•incremental expenses associated with the H2O Midstream and Gravity Acquisitions.
Previous wording
Operating expenses (included in both cost of sales and other operating expenses) were $424.4 million for the six months ended June 30, 2025 compared to $400.9 million in six months ended June 30, 2024, an increase of $23.5 million, or 5.9%. The increase in operating expenses was primarily driven by the following:
Current wording
Operating expenses (included in both cost of sales and other operating expenses) were $655.7 million for the nine months ended September 30, 2025 compared to $586.0 million in nine months ended September 30, 2024, an increase of $69.7 million, or 11.9%. The increase in operating expenses was primarily driven by the following:
Previous wording
General and administrative expenses were $76.6 million for the second quarter of 2025 compared to $60.2 million for the second quarter of 2024, an increase of $16.4 million, or 27.2%. The increase was primarily driven by increased restructuring costs and incentive compensation offset by decreases in employee costs.
Current wording
General and administrative expenses were $76.8 million for the third quarter of 2025 compared to $70.4 million for the third quarter of 2024, an increase of $6.4 million, or 9.1%. The increase was primarily driven by incentive compensation offset by decreases in employee costs.
Previous wording
General and administrative expenses were $138.1 million for the six months ended June 30, 2025 compared to $121.2 million in six months ended June 30, 2024, an increase of $16.9 million, or 13.9%. The increase was primarily driven by increased restructuring costs and incentive compensation offset by decreases in employee costs.
Current wording
General and administrative expenses were $214.9 million for the nine months ended September 30, 2025 compared to $191.6 million in the nine months ended September 30, 2024, an increase of $23.3 million, or 12.2%. The increase was primarily driven by increased restructuring costs and incentive compensation offset by decreases in employee costs.
Previous wording
Depreciation and amortization (included in both cost of sales and other operating expenses) was $94.1 million for the second quarter of 2025 compared to $88.4 million for the second quarter of 2024, an increase of $5.7 million, or 6.4%. The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed and depreciation and amortization attributable to the H2O Midstream Acquisition and Gravity Acquisition.
Current wording
Depreciation and amortization (included in both cost of sales and other operating expenses) was $101.3 million for the third quarter of 2025 compared to $98.1 million for the third quarter of 2024, an increase of $3.2 million, or 3.3%. The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed and depreciation and amortization attributable to the H2O Midstream and Gravity Acquisition.
Previous wording
Depreciation and amortization (included in both cost of sales and other operating expenses) was $195.4 million for the six months ended June 30, 2025 compared to $180.1 million in 2024, an increase of $15.3 million, or 8.5%. The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed and depreciation and amortization attributable to the H2O Midstream Acquisition and Gravity Acquisition.
Current wording
Depreciation and amortization (included in both cost of sales and other operating expenses) was $296.7 million for the nine months ended September 30, 2025 compared to $278.2 million in 2024, an increase of $18.5 million, or 6.6%. The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed and depreciation and amortization attributable to the H2O Midstream and Gravity Acquisition.
Previous wording
Refer to Note 12 condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q for further information.
Current wording
Refer to Note 12 and Note 17 of the condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q for further information
Previous wording
Asset impairment was $22.1 million for the three months ended June 30, 2024. We recorded $22.1 million asset impairment as a result of our second quarter 2024 decision to idle three biodiesel facilities, while exploring viable and sustainable alternatives. There was no asset impairment for the three months ended June 30, 2025.
Current wording
•For the nine months ended September 30, 2024 we recorded a $22.1 million asset impairment as a result of our second quarter 2024 decision to idle the biodiesel facilities, while exploring viable and sustainable alternatives and we recorded a $9.2 million asset impairment because it was no longer probable certain pipeline assets would be utilized..
Previous wording
Other operating income, net was $6.6 million and $80.4 million for the six months ended June 30, 2025 and 2024, respectively, a decrease of $73.8 million. The decrease was primarily driven by the following:
Current wording
Other operating income, net was $6.7 million and $67.6 million for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $60.9 million. The decrease was primarily driven by the following:
Previous wording
•for the three months ended June 30, 2024, we recorded a net gain of $53.4 million in the 2024 period related to a property settlement;
Current wording
•for the nine months ended September 30, 2024, we recorded a net gain of $53.4 million in the 2024 period related to a property settlement;
Previous wording
•for the three months ended June 30, 2024, we recorded a gain of $25.1 million related to insurance proceeds and other third party recoveries related to the 2021 El Dorado refinery fire and the 2022 Big Spring refinery fire related to property damage and business interruption claims related to the fire and freeze events that occurred in 2021; and
Current wording
•for the nine months ended September 30, 2024, we recorded a gain of $30.1 million while for the nine months ended September 30, 2025, we recorded a gain of $2.8 million related to insurance proceeds and other third party recoveries related to the 2021 El Dorado refinery fire,
Previous wording
•for the six months ended June 30, 2024, we recorded a gain of $28.7 million related to insurance proceeds and other third party recoveries related to the 2021 El Dorado refinery fire, the 2021 freeze events and the 2022 Big Spring refinery fire related to property damage and business interruption claims, related to the fire and freeze events that occurred in 2021; and
Current wording
the 2021 freeze events and the 2022 Big Spring refinery fire related to property damage and business interruption claims, related to the fire and freeze events that occurred in 2021; and
Showing the first 40 of 110 pairs. Open the source sections for the rest.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
•incremental expenses associated with the H2O Midstream and Gravity Acquisitions.
Current report — wording carried from elsewhere
•higher natural gas prices in 2025;
Current report — wording carried from elsewhere
•a decrease in sales volumes (including purchased products).
Current report — wording carried from elsewhere
Our logistics segment purchased product from our refining segment of $259.9 million and $284.2 million for the nine months ended September 30, 2025 and September 30, 2024, respectively. We eliminate these intercompany costs in consolidation.
Rearranged previous paragraphs (13)
Previous report — wording carried elsewhere
•incremental expenses associated with the H2O Midstream Acquisition and Gravity Acquisition.
Previous report — wording carried elsewhere
•for the six months ended June 30, 2024, we recorded a net gain of $53.4 million in the 2024 period related to a property settlement;
Previous report — wording carried elsewhere
•for the six months ended June 30, 2024, we recorded a gain of $8.3 million related to Delek Logistics' eminent domain settlement while for the six months ended June 30, 2025, we recorded a gain of $4.3 related to Delek Logistics' eminent domain settlement.
Previous report — wording carried elsewhere
•hedge losses associated with our interest rate swap.
Previous report — wording carried elsewhere
•an impairment recognized on two investments held at cost within other non-current assets for $8.6 million.
Previous report — wording carried elsewhere
Refer to Note 12 condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q for further information.
Previous report — wording carried elsewhere
•a decrease in sales volume (including purchased products); and
Previous report — wording carried elsewhere
•a decrease in sales volumes (including purchased products); and
Previous report — wording carried elsewhere
•a decrease in lease expense as a result of reclassification of certain fees with Delek Logistics from lease expense to interest expense under finance lease accounting. These finance leases have no impact to the Delek US consolidated results as these amounts eliminate in consolidation.
Previous report — wording carried elsewhere
•a decrease in sales volumes (including purchased products); and
Previous report — wording carried elsewhere
•a decrease in lease expense as a result of reclassification of certain fees with Delek Logistics from lease expense to interest expense under finance lease accounting. These finance leases have no impact to the Delek US consolidated results as these amounts eliminate in consolidation.
Previous report — wording carried elsewhere
EBITDA decreased by $43.5 million, or 35.5% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to a decrease in refining margin driven by decreased crack spreads, decreased sales volumes, and insurance and third party proceeds received in 2024 related to the fires in 2021 and 2022.
Previous report — wording carried elsewhere
•decrease due to recording certain throughput fees as interest income under sales-type lease accounting that were previously recorded as revenue in the prior year period;