Calumet Inc DE

(1) Organization and Background of Business

Calumet, Inc. was incorporated on January 8, 2024 as a Delaware corporation.

Calumet, Inc. was formed for the purpose of effecting the corporate conversion (the “Conversion”) of Calumet Specialty Products Partners, L.P. (the “Partnership”). On July 10, 2024, Calumet, Inc. became the parent holding company of the Partnership and its subsidiaries.

The balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Separate Statements of Operations, Changes in Stockholder’s Equity and Cash Flows have not been presented because Calumet, Inc. had no business transactions or activities as of June 30, 2024, except for the initial capitalization of Calumet, Inc. which was funded by an affiliate. In this regard, general and administrative costs associated with the formation and daily management of Calumet, Inc. have been determined by Calumet, Inc. to be insignificant.

(2) Summary of Significant Accounting Policies

(a) Estimates

The preparation of the balance sheet, in accordance with GAAP, requires management to make estimates and assumptions that affect the amounts reported in the balance sheet and accompanying notes. Actual results could differ from those estimates.

(b) Income Taxes

Calumet, Inc. is a corporation and is subject to U.S. federal and state income taxes. Income taxes are accounted for under the asset and liability method. Calumet, Inc. recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using enacted tax rates in effect for the taxing jurisdiction in which Calumet, Inc. operates for the year in which those temporary differences are expected to be recovered or settled. Calumet, Inc. recognizes the financial statement effects of a tax position when it is more-likely-than-not, based on technical merits, that the position will be sustained upon examination. Net deferred tax assets are then reduced by a valuation allowance if Calumet, Inc. believes it is more-likely-than-not such net deferred tax assets will not be realized. As of June 30, 2024, there are no income tax related balances reflected in our balance sheet.

(3) Stockholder’s Equity

As of June 30, 2024, Calumet, Inc. had authorized share capital of 10,000 shares of common stock with a par value of $0.01 per share. On January 8, 2024, all 10,000 shares were issued and acquired by an affiliate for consideration of $100. Each share hadone voting right.

On July 10, 2024, Calumet, Inc.’s certificate of incorporation was amended and restated pursuant to which Calumet, Inc. is authorized to issue up to 800,000,000 shares of stock, classified as follows:

(4) Subsequent Events

On July 10, 2024, Calumet, Inc. completed the Conversion pursuant to which it became the parent holding company of the Partnership and its subsidiaries. In connection with the Conversion, Calumet, Inc. issued (i) approximately 80.4 million shares of common stock to holders of the common units representing limited partner interests in the Partnership (ii)5.5 million shares of common stock and 2.0 million warrants to the former owners of Calumet GP, LLC, the general partner of the Partnership.