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Delaware
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35-1811116
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common units representing limited partner interests
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The NASDAQ Stock Market LLC
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Large accelerated filer
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þ
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Page
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PART I
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Items 1 and 2.
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Item 1A.
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Item 1B.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Refinery/Facility
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Location
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Year Acquired
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Current Feedstock Throughput Capacity in barrels per day (“bpd”)
|
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Products
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Shreveport
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Louisiana
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2001
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|
60,000
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Specialty lubricating oils and waxes, gasoline, diesel, jet fuel and asphalt
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Superior
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Wisconsin
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2011
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45,000
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Gasoline, diesel, asphalt and heavy fuel oils
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Montana
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|
Montana
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2012
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25,000
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|
Gasoline, diesel, jet fuel and asphalt
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San Antonio
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|
Texas
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2013
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|
21,000
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|
Diesel, jet fuel, gasoline, other fuel products and solvents
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Cotton Valley
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Louisiana
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1995
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13,500
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Specialty solvents used principally in the manufacture of paints, cleaners, automotive products and drilling fluids
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Princeton
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Louisiana
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1990
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10,000
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Specialty lubricating oils, including process oils, base oils, transformer oils and refrigeration oils, and asphalt
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Karns City
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Pennsylvania
|
|
2008
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|
5,500
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White mineral oils, solvents, petrolatums, gelled hydrocarbons, cable fillers and natural petroleum sulfonates
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Dickinson
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Texas
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2008
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|
1,300
|
|
White mineral oils, compressor lubricants, natural petroleum sulfonates and biodiesel
|
Royal Purple
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Texas
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2012
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N/A
|
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Specialty products including premium industrial and consumer synthetic lubricants
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Bel-Ray
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New Jersey
|
|
2013
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|
N/A
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Specialty products including premium industrial and consumer synthetic lubricants and greases
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Missouri
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|
Missouri
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2012
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N/A
|
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Specialty products including polyolester-based synthetic lubricants
|
•
|
Concentrate on Stable Cash Flows.
We intend to continue to focus on operating assets and businesses that generate stable cash flows over time. Approximately
32.5%
of our sales and
62.3%
of our gross profit in
2015
were generated by the sale of specialty products, a segment of our business which is characterized by stable customer relationships due to our customers’ requirements for the highly specialized products we provide. In addition, we manage our exposure to crude oil price fluctuations in this segment by passing on incremental feedstock costs to our specialty products customers. In our fuel products segment, which accounted for
60.8%
of our sales and
28.0%
of our gross profit in
2015
, we seek to mitigate our exposure to fuel products margin volatility by maintaining a longer-term fuel products hedging program. Our entry into the oilfield services industry, which accounted for
6.7%
of our sales and
9.7%
of our gross profit in
2015
, also contributes to our diversity of cash flows. In addition, our recent acquisitions of various refineries located in different geographic regions provides for diversity of cash flows based on the refining margin environment in each such region. We believe the diversity of our operating assets and products, our broad customer base and our hedging activities help contribute to the stability of our cash flows.
|
•
|
Develop and Expand Our Customer Relationships.
Due to the specialized nature of, and the long lead-time associated with, the development and production of many of our specialty products, our customers are incentivized to continue their relationships with us. We believe that our larger competitors do not work with customers as we do from product design to delivery for smaller volume specialty products like ours. We intend to continue to assist our existing customers in their efforts to expand their product offerings, as well as marketing specialty product formulations and services to new customers. By striving to maintain our long-term relationships with our broad base of existing customers and by adding new customers, we seek to limit our dependence on any one portion of our customer base.
|
•
|
Enhance Profitability of Our Existing Assets.
We continue to evaluate opportunities to improve our existing asset base, to increase our throughput, profitability and cash flows. Following each of our asset acquisitions, we have undertaken projects designed to maximize the profitability of our acquired assets, such as: (1) the enhancement at our Superior refinery completed in November 2012, which enables the refinery to ship crude oil by railcar to our other facilities as well as third party customers, (2) the enhancements at our San Antonio refinery completed in December 2013 allowed us to blend finished gasoline and increased its production capacity from 14,500 bpd to 18,000 bpd, (3) the enhancements at our San Antonio refinery completed in
December 2015
allowed us to take a portion of the refinery’s ultra-low sulfur diesel and jet fuel production and convert it into up to 3,000 bpd of higher margin solvents, (4) the more than doubling of esters production capacity at our Missouri facility completed in December 2015 and (5) the increase of production capacity at our Montana refinery from 10,000 bpd to 25,000 bpd, completed in
February 2016
. We intend to further increase the profitability of our existing asset base through various measures which may include changing the product mix of our processing units, debottlenecking and expanding units as necessary to increase throughput, restarting idle assets and reducing costs by improving operations. We also continue to focus on optimizing current operations through improving reliability, product quality enhancements, product yield improvements and energy saving initiatives.
|
•
|
Pursue Strategic and Complementary Acquisitions.
Our management team has demonstrated the ability to identify opportunities to acquire assets and product lines where we can enhance operations and improve profitability. In the future, we intend to continue to consider strategic acquisitions of assets or agreements with third parties that offer the opportunity for operational efficiencies, the potential for increased utilization and expansion of facilities, or the expansion of product offerings in each of our specialty products, fuel products and oilfield services segments. In addition, we may pursue selected acquisitions in new geographic or product areas to the extent we perceive similar opportunities. For example, since 2011 we have completed the following acquisitions that we believe significantly enhance and diversify our existing specialty products, fuel products and oilfield services segments:
|
•
|
Superior, Wisconsin, refinery (“Superior”) — a refinery that produces and sells gasoline, diesel, asphalt and heavy fuel oils acquired in September 2011 (“Superior Acquisition”).
|
•
|
Calumet Packaging, LLC (“Calumet Packaging”) — formerly known as TruSouth Oil, LLC, a specialty petroleum packaging and distribution company acquired in January 2012.
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•
|
Louisiana, Missouri, (“Missouri”) facility — an aviation and refrigerant synthetic lubricants business acquired in January 2012.
|
•
|
Royal Purple, Inc. (“Royal Purple”) — a leading independent formulator and marketer of specialty synthetic lubricants and greases acquired in July 2012.
|
•
|
Montana Refining Company, Inc. (“Montana”) — a refinery that produces and sells gasoline, diesel, jet fuel and asphalt products acquired in October 2012.
|
•
|
San Antonio, Texas, refinery (“San Antonio”) — a refinery that produces and sells diesel, gasoline, jet fuel, other fuel products and solvents acquired in January 2013.
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•
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Crude oil logistics assets — crude oil loading facilities and related assets in North Dakota and Montana acquired in August 2013.
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•
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Bel-Ray Company, LLC (“Bel-Ray”) — a manufacturer and global distributor of high-performance synthetic lubricants and greases acquired in December 2013.
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•
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United Petroleum, LLC assets (“United Petroleum”) — a marketer and distributor of high performance lubricants acquired in February 2014.
|
•
|
ADF Holdings, Inc., the parent company of Anchor Drilling Fluids USA, Inc. (“Anchor Drilling Fluids”) — an independent provider and marketer of drilling fluids and completion fluids to the oil and gas exploration industry acquired in March 2014.
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•
|
Specialty Oilfield Solutions, Ltd. assets (“Anchor Oilfield Services”) — a full-service drilling fluids and solids control company with primary operations in the Eagle Ford, Marcellus and Utica shale formations acquired from Specialty Oilfield Services, Ltd. in August 2014.
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•
|
We Offer Our Customers a Diverse Range of Specialty Products.
We offer a wide range of approximately 4,500 specialty products. We believe that our ability to provide our customers with a more diverse selection of products than most of our competitors gives us an advantage in competing for new business. We believe that we are the only specialty products manufacturer that produces all four of naphthenic lubricating oils, paraffinic lubricating oils, waxes and solvents. A contributing factor in our ability to produce numerous specialty products is our ability to ship products between our facilities for product upgrading in order to meet customer specifications.
|
•
|
We Have Strong Relationships with a Broad Customer Base.
We have long-term relationships with many of our customers and we believe that we will continue to benefit from these relationships. Our customer base includes more than
4,600
active accounts and we are continually seeking new customers. No single customer accounted for more than 10% of our consolidated sales in each of the three years ended
December 31, 2015
,
2014
and
2013
.
|
•
|
Our Facilities Have Advanced Technology.
Our facilities are equipped with advanced, flexible technology that allows us to produce high-grade specialty products and to produce fuel products that comply with low sulfur fuel regulations. For example, our fuel products refineries have the capability to make ultra-low sulfur diesel and gasoline that meet federally mandated low sulfur standards and the Mobile Source Air Toxic Rule II standards (“MSAT II Standards”) set by the EPA requiring the reduction of benzene levels in gasoline. Also, unlike larger refineries which lack some of the equipment necessary to achieve the narrow distillation ranges associated with the production of specialty products, our operations are capable of producing a wide range of products tailored to our customers’ needs.
|
•
|
We Have an Experienced Management Team.
Our management has a proven track record of enhancing value through the acquisition, exploitation and integration of refining assets and the development and marketing of specialty products and services. Our senior management team has an average of over 25 years of industry experience. Our team’s extensive experience and contacts within the refining industry provide a strong foundation and focus for managing and enhancing our operations, accessing strategic acquisition opportunities and constructing and enhancing the profitability of new assets.
|
|
Year Ended December 31,
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Year Ended December 31,
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||||||||||||||
|
2015
|
|
2014
|
|
% Change
|
|
2014
|
|
2013
|
|
% Change
|
||||||
|
(In bpd)
|
|
|
|
(In bpd)
|
|
|
||||||||||
Total sales volume
(1)
|
126,216
|
|
|
122,852
|
|
|
2.7
|
%
|
|
122,852
|
|
|
116,477
|
|
|
5.5
|
%
|
Total feedstock runs
(2)
|
123,051
|
|
|
117,427
|
|
|
4.8
|
%
|
|
117,427
|
|
|
110,237
|
|
|
6.5
|
%
|
Facility production:
(3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Specialty products:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lubricating oils
|
13,325
|
|
|
11,836
|
|
|
12.6
|
%
|
|
11,836
|
|
|
13,247
|
|
|
(10.7
|
)%
|
Solvents
|
7,942
|
|
|
8,934
|
|
|
(11.1
|
)%
|
|
8,934
|
|
|
8,759
|
|
|
2.0
|
%
|
Waxes
|
1,460
|
|
|
1,510
|
|
|
(3.3
|
)%
|
|
1,510
|
|
|
1,443
|
|
|
4.6
|
%
|
Packaged and synthetic specialty products
(4)
|
1,584
|
|
|
1,754
|
|
|
(9.7
|
)%
|
|
1,754
|
|
|
1,481
|
|
|
18.4
|
%
|
Other
|
1,355
|
|
|
1,829
|
|
|
(25.9
|
)%
|
|
1,829
|
|
|
2,192
|
|
|
(16.6
|
)%
|
Total specialty products
|
25,666
|
|
|
25,863
|
|
|
(0.8
|
)%
|
|
25,863
|
|
|
27,122
|
|
|
(4.6
|
)%
|
Fuel products:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gasoline
|
37,691
|
|
|
34,221
|
|
|
10.1
|
%
|
|
34,221
|
|
|
29,374
|
|
|
16.5
|
%
|
Diesel
|
30,204
|
|
|
27,074
|
|
|
11.6
|
%
|
|
27,074
|
|
|
26,015
|
|
|
4.1
|
%
|
Jet fuel
|
5,157
|
|
|
4,799
|
|
|
7.5
|
%
|
|
4,799
|
|
|
4,105
|
|
|
16.9
|
%
|
Asphalt, heavy fuel oils and other
|
24,077
|
|
|
22,189
|
|
|
8.5
|
%
|
|
22,189
|
|
|
19,976
|
|
|
11.1
|
%
|
Total fuel products
|
97,129
|
|
|
88,283
|
|
|
10.0
|
%
|
|
88,283
|
|
|
79,470
|
|
|
11.1
|
%
|
Total facility production
(3)
|
122,795
|
|
|
114,146
|
|
|
7.6
|
%
|
|
114,146
|
|
|
106,592
|
|
|
7.1
|
%
|
|
(1)
|
Total sales volume includes sales from the production at our facilities and certain third-party facilities pursuant to supply and/or processing agreements, sales of inventories and the resale of crude oil to third party customers. Total sales volume includes the sale of purchased fuel product blendstocks, such as ethanol and biodiesel, as components of finished fuel products in our fuel products segment sales.
|
(2)
|
Total feedstock runs represent the barrels per day of crude oil and other feedstocks processed at our facilities and at certain third-party facilities pursuant to supply and/or processing agreements.
|
(3)
|
Total facility production represents the barrels per day of specialty products and fuel products yielded from processing crude oil and other feedstocks at our facilities and at certain third-party facilities pursuant to supply and/or processing agreements. The difference between total facility production and total feedstock runs is primarily a result of the time lag between the input of feedstocks and the production of finished products and volume loss.
|
(4)
|
Represents production of packaged and synthetic specialty products, including the products from the Royal Purple, Bel-Ray, Calumet Packaging and Missouri facilities.
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
(In millions)
|
|
% of Sales
|
|
(In millions)
|
|
% of Sales
|
|
(In millions)
|
|
% of Sales
|
|||||||||
Sales of specialty products:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Lubricating oils
|
$
|
575.6
|
|
|
13.7
|
%
|
|
$
|
748.4
|
|
|
12.9
|
%
|
|
$
|
848.8
|
|
|
15.7
|
%
|
Solvents
|
302.0
|
|
|
7.2
|
%
|
|
485.2
|
|
|
8.4
|
%
|
|
511.7
|
|
|
9.4
|
%
|
|||
Waxes
|
136.9
|
|
|
3.2
|
%
|
|
144.1
|
|
|
2.5
|
%
|
|
141.0
|
|
|
2.6
|
%
|
|||
Packaged and synthetic specialty products
(1)
|
316.6
|
|
|
7.5
|
%
|
|
313.5
|
|
|
5.4
|
%
|
|
233.6
|
|
|
4.3
|
%
|
|||
Other
(2)
|
36.7
|
|
|
0.9
|
%
|
|
38.0
|
|
|
0.7
|
%
|
|
39.8
|
|
|
0.7
|
%
|
|||
Total
|
1,367.8
|
|
|
32.5
|
%
|
|
1,729.2
|
|
|
29.9
|
%
|
|
1,774.9
|
|
|
32.7
|
%
|
|||
Sales of fuel products:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Gasoline
|
1,047.1
|
|
|
24.9
|
%
|
|
1,443.1
|
|
|
24.9
|
%
|
|
1,409.4
|
|
|
26.0
|
%
|
|||
Diesel
|
894.8
|
|
|
21.2
|
%
|
|
1,197.4
|
|
|
20.7
|
%
|
|
1,259.2
|
|
|
23.3
|
%
|
|||
Jet fuel
|
149.6
|
|
|
3.6
|
%
|
|
199.3
|
|
|
3.4
|
%
|
|
191.4
|
|
|
3.5
|
%
|
|||
Asphalt, heavy fuel oils and other
(3)
|
471.0
|
|
|
11.1
|
%
|
|
853.6
|
|
|
14.7
|
%
|
|
786.5
|
|
|
14.5
|
%
|
|||
Total
|
2,562.5
|
|
|
60.8
|
%
|
|
3,693.4
|
|
|
63.7
|
%
|
|
3,646.5
|
|
|
67.3
|
%
|
|||
Sales of oilfield services:
|
282.5
|
|
|
6.7
|
%
|
|
368.5
|
|
|
6.4
|
%
|
|
—
|
|
|
—
|
|
|||
Consolidated sales
|
$
|
4,212.8
|
|
|
100.0
|
%
|
|
$
|
5,791.1
|
|
|
100.0
|
%
|
|
$
|
5,421.4
|
|
|
100.0
|
%
|
|
(1)
|
Represents packaged and synthetic specialty products at the Royal Purple, Bel-Ray, Calumet Packaging and Missouri facilities.
|
(2)
|
Represents by-products, including fuels and asphalt, produced in connection with the production of specialty products at the Princeton and Cotton Valley refineries and Dickinson and Karns City facilities.
|
(3)
|
Represents asphalt, heavy fuel oils and other products produced in connection with the production of fuels at the Shreveport, Superior, San Antonio and Montana refineries and crude oil sales from the Superior and San Antonio refineries to third party customers.
|
|
Shreveport Refinery
|
|||||||
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In bpd)
|
|||||||
Crude oil throughput capacity
|
60,000
|
|
|
60,000
|
|
|
60,000
|
|
Total feedstock runs
(1) (2)
|
40,726
|
|
|
35,140
|
|
|
36,178
|
|
Total refinery production
(2) (3)
|
41,588
|
|
|
34,189
|
|
|
34,832
|
|
|
(1)
|
Total feedstock runs represent the barrels per day of crude oil and other feedstocks processed at our Shreveport refinery. Total feedstock runs do not include certain interplant feedstocks supplied by our Cotton Valley, Princeton and San Antonio refineries.
|
(2)
|
Total refinery production represents the barrels per day of specialty products and fuel products yielded from processing crude oil and other feedstocks. The difference between total refinery production and total feedstock runs is primarily a result of the time lag between the input of feedstocks and production of finished products and volume loss.
|
(3)
|
Total refinery production includes certain interplant feedstock supplied to our Cotton Valley, Princeton and San Antonio refineries and Karns City facility.
|
|
Superior Refinery
|
|||||||
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In bpd)
|
|||||||
Crude oil throughput capacity
|
45,000
|
|
|
45,000
|
|
|
45,000
|
|
Total feedstock runs
(1) (2)
|
36,270
|
|
|
36,736
|
|
|
32,821
|
|
Total refinery production
(2)
|
35,916
|
|
|
35,712
|
|
|
31,757
|
|
|
(1)
|
Total feedstock runs represent the barrels per day of crude oil and other feedstocks processed at our Superior refinery.
|
(2)
|
Total refinery production represents the barrels per day of fuel products yielded from processing crude oil. The difference between total refinery production and total feedstock runs is primarily a result of the time lag between the input of feedstocks and the production of finished products and volume loss.
|
|
Montana Refinery
|
|||||||
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In bpd)
|
|||||||
Crude oil throughput capacity
|
10,000
|
|
|
10,000
|
|
|
10,000
|
|
Total feedstock runs
(1) (2)
|
10,307
|
|
|
10,201
|
|
|
9,290
|
|
Total refinery production
(2)
|
10,525
|
|
|
10,274
|
|
|
9,015
|
|
|
(1)
|
Total feedstock runs represent the barrels per day of crude oil and other feedstocks processed at our Montana refinery.
|
(2)
|
Total refinery production represents the barrels per day of specialty products and fuel products yielded from processing crude oil and other feedstocks. The difference between total refinery production and total feedstock runs is primarily a result of the time lag between the input of feedstocks and the production of finished products and volume loss.
|
|
San Antonio Refinery
|
|||||||
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In bpd)
|
|||||||
Crude oil throughput capacity
|
21,000
|
|
|
17,500
|
|
|
17,500
|
|
Total feedstock runs
(1) (2)
|
16,442
|
|
|
14,617
|
|
|
10,908
|
|
Total refinery production
(2)
|
15,708
|
|
|
13,541
|
|
|
10,381
|
|
|
(1)
|
Total feedstock runs represent the barrels per day of crude oil and other feedstocks processed at our San Antonio refinery from January 2, 2013, through December 31, 2015.
|
(2)
|
Total refinery production represents the barrels per day of specialty products and fuel products yielded from processing crude oil and other feedstocks from January 2, 2013, through December 31, 2015. The difference between total refinery production and total feedstock runs is primarily a result of the time lag between the input of feedstocks and the production of finished products and volume loss.
|
|
Cotton Valley Refinery
|
|||||||
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In bpd)
|
|||||||
Crude oil throughput capacity
|
13,500
|
|
|
13,500
|
|
|
13,500
|
|
Total feedstock runs
(1) (2)
|
6,413
|
|
|
6,580
|
|
|
5,667
|
|
Total refinery production
(2) (3)
|
6,103
|
|
|
6,544
|
|
|
6,678
|
|
|
(1)
|
Total feedstock runs do not include certain interplant solvent feedstocks supplied by our Shreveport refinery.
|
(2)
|
Total refinery production represents the barrels per day of specialty products yielded from processing crude oil and other feedstocks. The difference between total refinery production and total feedstock runs is primarily a result of the time lag between the input of feedstocks and the production of finished products and volume loss.
|
(3)
|
Total refinery production includes certain interplant feedstocks supplied to our Shreveport refinery.
|
|
Princeton Refinery
|
|||||||
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In bpd)
|
|||||||
Crude oil throughput capacity
|
10,000
|
|
|
10,000
|
|
|
10,000
|
|
Total feedstock runs
(1)
|
7,105
|
|
|
6,669
|
|
|
6,464
|
|
Total refinery production
(1) (2)
|
5,851
|
|
|
5,420
|
|
|
5,313
|
|
|
(1)
|
Total refinery production represents the barrels per day of specialty products yielded from processing crude oil and other feedstocks. The difference between total refinery production and total feedstock runs is primarily a result of the time lag between the input of feedstocks and the production of finished products and volume loss.
|
(2)
|
Total refinery production includes certain interplant feedstocks supplied to our Shreveport refinery.
|
|
Combined Karns City, Dickinson and Other Facilities
|
|||||||
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(in bpd)
|
|||||||
Feedstock throughput capacity
(1)
|
11,300
|
|
|
11,300
|
|
|
11,300
|
|
Total feedstock runs
(2) (3)
|
5,515
|
|
|
6,651
|
|
|
7,250
|
|
Total production
(3)
|
5,519
|
|
|
6,575
|
|
|
7,137
|
|
|
(1)
|
Includes Karns City, Dickinson and other facilities.
|
(2)
|
Includes feedstock runs at our Karns City and Dickinson facilities as well as throughput at certain third-party facilities pursuant to supply and/or processing agreements and includes certain interplant feedstocks supplied from our Shreveport refinery. For more information regarding our purchase commitments related to these supply and/or processing agreements, please read Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations and Commitments.”
|
(3)
|
Total production represents the barrels per day of specialty products yielded from processing feedstocks at our Karns City and Dickinson facilities and certain third-party facilities pursuant to supply and/or processing agreements. The difference between total production and total feedstock runs is primarily a result of the time lag between the input of feedstocks and the production of finished products.
|
Refinery
|
|
Crude Oil Slate
|
|
Mode of Transportation
|
Shreveport
|
|
West Texas Intermediate (“WTI”), local crude oils from East Texas, North Louisiana, Arkansas and Light Louisiana Sweet (“LLS”)
|
|
Tank truck, railcar and Plains Pipeline
|
Superior
|
|
Canadian Heavy, Canadian Synthetic, North Dakota Sweet (e.g. Bakken) and Mixed Sweet Blend (“MSW”)
|
|
Enbridge Pipeline
|
San Antonio
|
|
Local Texas sweet crude oil (e.g. Eagle Ford)
|
|
Truck and pipeline connected to its Elmendorf crude oil terminal
|
Cotton Valley
|
|
Local paraffinic crude oil
|
|
Plains Pipeline and tank truck
|
Montana
|
|
Canadian Heavy and Canadian Sour (e.g. Bow River)
|
|
Front Range Pipeline
|
Princeton
|
|
Local naphthenic crude oil
|
|
Tank truck, railcar and Plains Pipeline
|
•
|
Drilling fluids — Drilling fluids, often referred to as “drilling mud,” are an essential and critical product of the drilling process for every oil and gas well. We provide three different types of drilling fluids including water-based mud, oil-based mud and synthetic-based mud.
|
•
|
Completion fluids — Completion fluids replace drilling fluids during the final operations leading up to oil and gas production from a well. Completion fluids are critical products designed to control reservoir formation pressures and minimize formation damage in the event of a failure in down hole equipment.
|
•
|
Solids control — Solids control is employed in drilling operations to filter out cuttings and clean the drilling fluid before it is pumped back into the well.
|
Lubricating Oils
|
|
Solvents
|
|
Waxes
|
|
Packaged and Synthetic Specialty Products
|
|
Oilfield Services
|
|
Other
|
|
Fuels & Fuel Related Products
|
14% (1)
|
|
7% (1)
|
|
3% (1)
|
|
7% (1)
|
|
7% (1)
|
|
1% (1)
|
|
61% (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
Hydraulic oils
•
Passenger car motor oils
•
Railroad engine oils
•
Cutting oils
•
Compressor oils
•
Metalworking fluids
•
Transformer oils
•
Rubber process oils
•
Industrial lubricants
•
Gear oils
•
Grease
•
Automatic transmission fluid
•
Animal feed dedusting
•
Baby oils
•
Bakery pan oils
•
Catalyst carriers
•
Gelatin capsule lubricants
•
Sunscreen
|
|
• Waterless hand cleaners
• Alkyd resin diluents
• Automotive products
• Calibration fluids
• Camping fuel
• Charcoal lighter fluids
• Chemical processing
• Drilling fluids
• Printing inks
• Water treatment
• Paint and coatings
• Stains
|
|
• Paraffin waxes
• FDA compliant products
• Candles
• Adhesives
• Crayons
• Floor care
• PVC
• Paint strippers
• Skin & hair care
• Timber treatment
• Waterproofing
• Pharmaceuticals
• Cosmetics
|
|
• Refrigeration compressor oils
• Positive displacement and roto-dynamic compressor oils
• Commercial and military jet engine oil
• Lubricating greases
• Gear oils
• Aviation hydraulic oils
• High performance small engine fuels
• Two cycle and four stroke engine oils
• High performance automotive engine oils
• High performance industrial lubricants
• High temperature chain lubricants
• Food contact grade lubricants
• Charcoal lighter fluids and other solvents
• Engine treatment additives
|
|
• Drilling fluids
• Completion fluids
• Solids control
|
|
• Roofing
• Paving
|
|
• Gasoline
• Diesel
• Jet fuel
• Marine diesel fuel
• Biodiesel
• Ethanol
• Ethanol free fuels
• Fluid catalytic cracking feedstock
• Asphalt vacuum residuals
• Mixed butanes
• Roofing
• Paving
• Heavy fuel oils
|
|
(1)
|
Based on the percentage of total sales for the year ended
December 31, 2015
. Except for the listed fuel products and certain products sold by our Royal Purple, Bel-Ray and Calumet Packaging facilities and United Petroleum assets, we do not produce any of these end-use products.
|
•
|
industrial goods such as metalworking fluids, belts, hoses, sealing systems, batteries, hot melt adhesives, pressure sensitive tapes, electrical transformers, refrigeration compressors and drilling fluids;
|
•
|
consumer goods such as candles, petroleum jelly, creams, tonics, lotions, coating on paper cups, chewing gum base, automotive aftermarket car-care products (e.g., fuel injection cleaners, tire shines and polishes), lamp oils, charcoal lighter fluids, camping fuel and various aerosol products; and
|
•
|
automotive goods such as motor oils, greases, transmission fluid and tires.
|
Property
|
|
Business Segment(s)
|
|
Acres
|
|
Owned / Leased
|
|
Location
|
|
Shreveport refinery
|
|
Fuels and Specialty
|
|
240
|
|
|
Owned
|
|
Shreveport, Louisiana
|
Superior refinery
|
|
Fuels
|
|
675
|
|
|
Owned
|
|
Superior, Wisconsin
|
Montana refinery
|
|
Fuels
|
|
86
|
|
|
Owned
|
|
Great Falls, Montana
|
San Antonio refinery
|
|
Fuels and Specialty
|
|
32
|
|
|
Owned
|
|
San Antonio, Texas
|
Princeton refinery
|
|
Specialty
|
|
208
|
|
|
Owned
|
|
Princeton, Louisiana
|
Cotton Valley refinery
|
|
Specialty
|
|
77
|
|
|
Owned
|
|
Cotton Valley, Louisiana
|
Burnham terminal
|
|
Specialty
|
|
11
|
|
|
Owned
|
|
Burnham, Illinois
|
Karns City facility
|
|
Specialty
|
|
225
|
|
|
Owned
|
|
Karns City, Pennsylvania
|
Dickinson facility
|
|
Specialty
|
|
28
|
|
|
Owned
|
|
Dickinson, Texas
|
Rhinelander terminal
|
|
Fuels
|
|
18
|
|
|
Owned
|
|
Rhinelander, Wisconsin
|
Crookston terminal
|
|
Fuels
|
|
19
|
|
|
Owned
|
|
Crookston, Minnesota
|
Missouri facility
|
|
Specialty
|
|
22
|
|
|
Owned
|
|
Louisiana, Missouri
|
Calumet Packaging facility
|
|
Specialty
|
|
10
|
|
|
Leased
|
|
Shreveport, Louisiana
|
Royal Purple facility
|
|
Specialty
|
|
28
|
|
|
Owned
|
|
Porter, Texas
|
Bel-Ray facility
|
|
Specialty
|
|
32
|
|
|
Owned
|
|
Wall Township, New Jersey
|
Elmendorf terminal
|
|
Fuels
|
|
8
|
|
|
Owned
|
|
Elmendorf, Texas
|
Duluth terminal
|
|
Fuels
|
|
49
|
|
|
Owned
|
|
Proctor, Minnesota
|
Facility/ Refinery
|
|
Union
|
|
Expiration Date
|
Superior
|
|
International Union of Operating Engineers
|
|
June 30, 2017
|
Cotton Valley
|
|
International Union of Operating Engineers
|
|
March 31, 2016
|
Princeton
|
|
International Union of Operating Engineers
|
|
October 31, 2017
|
Dickinson
|
|
International Union of Operating Engineers
|
|
March 31, 2016
|
Shreveport
|
|
United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied-Industrial and Service Workers International Union
|
|
April 30, 2016
|
Missouri
|
|
United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied-Industrial and Service Workers International Union
|
|
April 30, 2016
|
Karns City
|
|
United Steel, Paper and Forestry, Rubber, Manufacturing, Energy Allied-Industrial and Service Workers International Union
|
|
January 31, 2019
|
Montana
|
|
United Steel, Paper and Forestry, Rubber, Manufacturing, Energy Allied-Industrial and Service Workers International Union
|
|
January 31, 2019
|
•
|
overall demand for specialty hydrocarbon products, fuel and other refined products;
|
•
|
overall demand for oilfield products and services;
|
•
|
the level of foreign and domestic production of crude oil and refined products;
|
•
|
our ability to produce fuel products, specialty products and products used in oilfield services that meet our customers’ unique and precise specifications;
|
•
|
the marketing of alternative and competing products;
|
•
|
the extent of government regulation;
|
•
|
results of our hedging activities; and
|
•
|
overall economic and local market conditions.
|
•
|
the level of capital expenditures we make, including those for acquisitions, if any;
|
•
|
our debt service requirements;
|
•
|
fluctuations in our working capital needs;
|
•
|
our ability to borrow funds and access capital markets;
|
•
|
restrictions on distributions and on our ability to make working capital borrowings for distributions contained in our debt instruments; and
|
•
|
the amount of cash reserves established by our general partner for the proper conduct of our business.
|
•
|
sell assets, including equity interests in our subsidiaries;
|
•
|
pay distributions or redeem or repurchase our units or repurchase our subordinated debt;
|
•
|
incur or guarantee additional indebtedness or issue preferred units;
|
•
|
create or incur certain liens;
|
•
|
make certain acquisitions and investments;
|
•
|
redeem or repay other debt or make other restricted payments;
|
•
|
enter into transactions with affiliates;
|
•
|
enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us;
|
•
|
create unrestricted subsidiaries;
|
•
|
enter into sale and leaseback transactions;
|
•
|
enter into a merger, consolidation or transfer or sale of assets, including equity interests in our subsidiaries; and
|
•
|
engage in certain business activities.
|
•
|
will not be required to lend any additional amounts to us;
|
•
|
could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable;
|
•
|
could elect to require that all obligations accrue interest at the default rate, if such rate has not already been imposed;
|
•
|
may have the ability to require us to apply all of our available cash to repay these borrowings;
|
•
|
may prevent us from making debt service payments under our other agreements, any of which could result in an event of default under our other financing arrangements; or
|
•
|
in the case of our revolving credit facility, foreclose on the collateral pledged pursuant to the terms of the revolving credit facility.
|
•
|
our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms;
|
•
|
covenants contained in our existing and future credit and debt arrangements will require us to meet financial tests that may affect our flexibility in planning for and reacting to changes in our business, including possible acquisition opportunities;
|
•
|
we will need a substantial portion of our cash flow to make principal and interest payments on our indebtedness, reducing the funds that would otherwise be available for operations, future business opportunities and payments of our debt obligations; and
|
•
|
our debt level will make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our business or the economy generally.
|
•
|
the level of supply and demand for crude oil and natural gas, especially demand for natural gas in the U.S.;
|
•
|
governmental regulations, including the policies of governments regarding the exploration for and production and development of their oil and natural gas reserves;
|
•
|
weather conditions and natural disasters;
|
•
|
worldwide political, military, and economic conditions;
|
•
|
the level of crude oil production by non-Organization of the Petroleum Exporting Countries (“OPEC”) countries and the available excess production capacity within OPEC;
|
•
|
crude oil refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas;
|
•
|
the cost of producing and delivering crude oil and natural gas; and
|
•
|
potential acceleration of the development of alternative fuels.
|
•
|
performance from the acquired assets and businesses that is below the forecasts we used in evaluating the acquisition;
|
•
|
a significant increase in our indebtedness and working capital requirements;
|
•
|
an inability to timely and effectively integrate the operations of recently acquired businesses or assets, particularly those in new geographic areas or in new lines of business;
|
•
|
the incurrence of substantial seen or unforeseen environmental and other liabilities arising out of the acquired businesses or assets;
|
•
|
the diversion of management’s attention from other business concerns;
|
•
|
customer or key employee losses at the acquired businesses; and
|
•
|
significant changes in our capitalization and results of operations.
|
•
|
a recession or other adverse economic condition that results in lower spending by consumers on gasoline, diesel and travel;
|
•
|
higher fuel taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost of fuel products;
|
•
|
an increase in fuel economy or the increased use of alternative fuel sources;
|
•
|
an increase in the market price of crude oil that lead to higher refined product prices, which may reduce demand for fuel products;
|
•
|
competitor actions; and
|
•
|
availability of raw materials.
|
•
|
our general partner is allowed to take into account the interests of parties other than us, such as its affiliates, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to our unitholders;
|
•
|
our general partner has limited its liability and reduced its fiduciary duties under our partnership agreement and has also restricted the remedies available to our unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty. As a result of purchasing common units, unitholders consent to some actions and conflicts of interest that might otherwise constitute a breach of fiduciary or other duties under Delaware law;
|
•
|
our general partner determines the amount and timing of asset purchases and sales, borrowings, issuance of additional partnership securities, and reserves, each of which can affect the amount of cash that is distributed to unitholders;
|
•
|
our general partner determines which costs incurred by it and its affiliates are reimbursable by us;
|
•
|
our general partner determines the amount and timing of any capital expenditures and whether a capital expenditure is a maintenance capital expenditure, which reduces operating surplus, or a capital expenditure for acquisitions or capital improvements, which does not. This determination can affect the amount of cash that is available for distribution to our unitholders and payments of our debt obligations;
|
•
|
our general partner has the flexibility to cause us to enter into a broad variety of derivative transactions covering different time periods, the net cash receipts from which will increase operating surplus and adjusted operating surplus, with the result that our general partner may be able to shift the recognition of operating surplus and adjusted operating surplus between periods to increase the distributions it and its affiliates receive on their incentive distribution rights; and
|
•
|
in some instances, our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make incentive distributions.
|
•
|
permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner. This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or any limited partner. Examples include the exercise of its limited call right, its voting rights with respect to the units it owns, its registration rights and its determination whether or not to consent to any merger or consolidation of our partnership or amendment of our partnership agreement;
|
•
|
provides that our general partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so long as it acted in good faith, meaning it believed the decision was in the best interests of our partnership;
|
•
|
generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the conflicts committee of the board of directors of our general partner and not involving a vote of unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be “fair and reasonable” to us. In determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us; and
|
•
|
provides that our general partner and its officers and directors will not be liable for monetary damages to us or our limited partners for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that the general partner or those other persons acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that such person’s conduct was criminal.
|
•
|
our unitholders’ proportionate ownership interest in us may decrease;
|
•
|
the amount of cash available for distribution on each unit may decrease;
|
•
|
the relative voting strength of each previously outstanding unit may be diminished;
|
•
|
the market price of the common units may decline; and
|
•
|
the ratio of taxable income to distributions may increase.
|
•
|
a court or government agency determined that we were conducting business in a state but had not complied with that particular state’s partnership statute; or
|
•
|
unitholders’ right to act with other unitholders to remove or replace the general partner, to approve some amendments to our partnership agreement or to take other actions under our partnership agreement constitute “control” of our business.
|
•
|
our quarterly distributions;
|
•
|
our quarterly or annual earnings or those of other companies in our industry;
|
•
|
changes in commodity prices or refining margins;
|
•
|
loss of a large customer;
|
•
|
announcements by us or our competitors of significant contracts or acquisitions;
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
•
|
general economic conditions;
|
•
|
the failure of securities analysts to cover our common units or changes in financial estimates by analysts;
|
•
|
future sales of our common units; and
|
•
|
the other factors described in Item 1A “Risk Factors” of this Annual Report.
|
|
Low
|
|
High
|
|
Cash Distribution
per Unit
(1)
|
||||||
2014:
|
|
|
|
|
|
||||||
First quarter
|
$
|
24.23
|
|
|
$
|
30.60
|
|
|
$
|
0.685
|
|
Second quarter
|
$
|
25.74
|
|
|
$
|
32.81
|
|
|
$
|
0.685
|
|
Third quarter
|
$
|
26.60
|
|
|
$
|
33.30
|
|
|
$
|
0.685
|
|
Fourth quarter
|
$
|
18.66
|
|
|
$
|
29.70
|
|
|
$
|
0.685
|
|
2015:
|
|
|
|
|
|
||||||
First quarter
|
$
|
20.65
|
|
|
$
|
29.14
|
|
|
$
|
0.685
|
|
Second quarter
|
$
|
24.03
|
|
|
$
|
28.49
|
|
|
$
|
0.685
|
|
Third quarter
|
$
|
18.26
|
|
|
$
|
28.33
|
|
|
$
|
0.685
|
|
Fourth quarter
|
$
|
17.70
|
|
|
$
|
27.88
|
|
|
$
|
0.685
|
|
|
(1)
|
We also paid cash distributions to our general partner with respect to its 2% general partner interest and, to the extent distributions exceeded $0.495 per unit, its incentive distribution rights, as described below in “Cash Distribution Policy — General Partner Interest and Incentive Distribution Rights.”
|
•
|
less the amount of cash reserves established by our general partner to:
|
•
|
provide for the proper conduct of our business;
|
•
|
comply with applicable law, any of our debt instruments or other agreements; and
|
•
|
provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters.
|
•
|
plus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter for which the determination is being made. Working capital borrowings are generally borrowings that will be made under our revolving credit facility and in all cases are used solely for working capital purposes or to pay distributions to partners.
|
|
Total Quarterly
Distribution
Target Amount
Per Common Unit
|
|
Marginal Percentage
Interest in Distributions
|
||||
|
|
Unitholders
|
|
General Partner
|
|||
Minimum Quarterly Distribution
|
$0.45
|
|
98
|
%
|
|
2
|
%
|
First Target Distribution
|
up to $0.495
|
|
98
|
%
|
|
2
|
%
|
Second Target Distribution
|
above $0.495 up to $0.563
|
|
85
|
%
|
|
15
|
%
|
Third Target Distribution
|
above $0.563 up to $0.675
|
|
75
|
%
|
|
25
|
%
|
Thereafter
|
above $0.675
|
|
50
|
%
|
|
50
|
%
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Summary of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales
|
$
|
4,212.8
|
|
|
$
|
5,791.1
|
|
|
$
|
5,421.4
|
|
|
$
|
4,657.3
|
|
|
$
|
3,134.9
|
|
Cost of sales
|
3,618.2
|
|
|
5,261.4
|
|
|
5,011.4
|
|
|
4,144.1
|
|
|
2,860.8
|
|
|||||
Gross profit
|
594.6
|
|
|
529.7
|
|
|
410.0
|
|
|
513.2
|
|
|
274.1
|
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling
|
146.0
|
|
|
149.6
|
|
|
62.6
|
|
|
41.6
|
|
|
12.2
|
|
|||||
General and administrative
|
135.5
|
|
|
98.3
|
|
|
82.1
|
|
|
60.9
|
|
|
38.6
|
|
|||||
Transportation
|
175.5
|
|
|
171.4
|
|
|
142.7
|
|
|
107.9
|
|
|
94.2
|
|
|||||
Taxes other than income taxes
|
17.7
|
|
|
13.4
|
|
|
14.2
|
|
|
9.1
|
|
|
5.7
|
|
|||||
Asset impairment
|
33.8
|
|
|
36.0
|
|
|
10.5
|
|
|
1.6
|
|
|
—
|
|
|||||
Insurance recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.7
|
)
|
|||||
Other
|
11.1
|
|
|
14.2
|
|
|
6.3
|
|
|
6.2
|
|
|
6.8
|
|
|||||
Operating income
|
75.0
|
|
|
46.8
|
|
|
91.6
|
|
|
285.9
|
|
|
125.3
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(104.9
|
)
|
|
(110.8
|
)
|
|
(96.8
|
)
|
|
(85.6
|
)
|
|
(48.7
|
)
|
|||||
Debt extinguishment costs
|
(46.6
|
)
|
|
(89.9
|
)
|
|
(14.6
|
)
|
|
—
|
|
|
(15.1
|
)
|
|||||
Realized gain (loss) on derivative instruments
|
8.1
|
|
|
43.8
|
|
|
(4.7
|
)
|
|
9.5
|
|
|
(7.9
|
)
|
|||||
Unrealized gain (loss) on derivative instruments
|
(39.5
|
)
|
|
(0.6
|
)
|
|
25.7
|
|
|
(3.8
|
)
|
|
(10.4
|
)
|
|||||
Loss from unconsolidated affiliates
|
(61.5
|
)
|
|
(3.4
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|||||
Other
|
1.6
|
|
|
1.1
|
|
|
3.0
|
|
|
0.5
|
|
|
0.8
|
|
|||||
Total other expense
|
(242.8
|
)
|
|
(159.8
|
)
|
|
(87.7
|
)
|
|
(79.4
|
)
|
|
(81.3
|
)
|
|||||
Net income (loss) before income taxes
|
(167.8
|
)
|
|
(113.0
|
)
|
|
3.9
|
|
|
206.5
|
|
|
44.0
|
|
|||||
Income tax expense (benefit)
|
(28.4
|
)
|
|
(0.8
|
)
|
|
0.4
|
|
|
0.8
|
|
|
1.0
|
|
|||||
Net income (loss)
|
$
|
(139.4
|
)
|
|
$
|
(112.2
|
)
|
|
$
|
3.5
|
|
|
$
|
205.7
|
|
|
$
|
43.0
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(In millions, except unit, per unit and operating data)
|
||||||||||||||||||
Weighted average limited partner units outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
74,896,096
|
|
|
69,671,827
|
|
|
67,938,784
|
|
|
55,559,183
|
|
|
42,598,876
|
|
|||||
Diluted
|
74,896,096
|
|
|
69,671,827
|
|
|
67,938,784
|
|
|
55,676,741
|
|
|
42,644,086
|
|
|||||
Limited partners’ interest basic net income (loss) per unit
|
$
|
(2.05
|
)
|
|
$
|
(1.80
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
3.51
|
|
|
$
|
0.98
|
|
Limited partners’ interest diluted net income (loss) per unit
|
$
|
(2.05
|
)
|
|
$
|
(1.80
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
3.50
|
|
|
$
|
0.98
|
|
Cash distributions declared per limited partner unit
|
$
|
2.74
|
|
|
$
|
2.74
|
|
|
$
|
2.70
|
|
|
$
|
2.30
|
|
|
$
|
1.94
|
|
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
$
|
1,719.2
|
|
|
$
|
1,464.4
|
|
|
$
|
1,160.4
|
|
|
$
|
986.9
|
|
|
$
|
842.1
|
|
Total assets
|
$
|
2,944.7
|
|
|
$
|
3,085.1
|
|
|
$
|
2,658.4
|
|
|
$
|
2,223.6
|
|
|
$
|
1,705.7
|
|
Accounts payable
|
$
|
316.6
|
|
|
$
|
419.9
|
|
|
$
|
355.8
|
|
|
$
|
332.6
|
|
|
$
|
302.8
|
|
Long-term debt
|
$
|
1,773.4
|
|
|
$
|
1,678.8
|
|
|
$
|
1,081.1
|
|
|
$
|
834.1
|
|
|
$
|
560.7
|
|
Total partners’ capital
|
$
|
603.9
|
|
|
$
|
810.2
|
|
|
$
|
1,062.8
|
|
|
$
|
889.8
|
|
|
$
|
728.9
|
|
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash flow provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
376.4
|
|
|
$
|
226.8
|
|
|
$
|
39.1
|
|
|
$
|
380.1
|
|
|
$
|
63.8
|
|
Investing activities
|
$
|
(389.0
|
)
|
|
$
|
(658.8
|
)
|
|
$
|
(370.3
|
)
|
|
$
|
(624.2
|
)
|
|
$
|
(460.4
|
)
|
Financing activities
|
$
|
9.7
|
|
|
$
|
319.4
|
|
|
$
|
420.1
|
|
|
$
|
276.2
|
|
|
$
|
396.7
|
|
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
EBITDA
|
$
|
129.1
|
|
|
$
|
226.3
|
|
|
$
|
233.1
|
|
|
$
|
383.7
|
|
|
$
|
170.9
|
|
Adjusted EBITDA
|
$
|
257.7
|
|
|
$
|
305.9
|
|
|
$
|
241.5
|
|
|
$
|
404.6
|
|
|
$
|
211.0
|
|
Distributable Cash Flow
|
$
|
161.9
|
|
|
$
|
146.3
|
|
|
$
|
18.8
|
|
|
$
|
281.1
|
|
|
$
|
127.2
|
|
Operating Data (bpd):
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Total sales volume
(2)
|
126,216
|
|
|
122,852
|
|
|
116,477
|
|
|
97,789
|
|
|
66,134
|
|
|||||
Total feedstock runs
(3)
|
123,051
|
|
|
117,427
|
|
|
110,237
|
|
|
97,600
|
|
|
69,295
|
|
|||||
Total facility production
(4)
|
122,795
|
|
|
114,146
|
|
|
106,592
|
|
|
96,172
|
|
|
70,909
|
|
|
(1)
|
Operating data excludes operations of the oilfield services segment.
|
(2)
|
Total sales volume includes sales from the production at our facilities and certain third-party facilities pursuant to supply and/or processing agreements, sales of inventories and the resale of crude oil to third party customers. Total sales volume includes the sale of purchased fuel product blendstocks, such as ethanol and biodiesel, as components of finished fuel products in our fuel products segment sales.
|
(3)
|
Total feedstock runs represent the barrels per day of crude oil and other feedstocks processed at our facilities and at certain third-party facilities pursuant to supply and/or processing agreements.
|
(4)
|
Total facility production represents the barrels per day of specialty products and fuel products yielded from processing crude oil and other feedstocks at our facilities and at certain third-party facilities pursuant to supply and/or processing agreements. The difference between total facility production and total feedstock runs is primarily a result of the time lag between the input of feedstocks and the production of finished products and volume loss.
|
•
|
the financial performance of our assets without regard to financing methods, capital structure or historical cost basis;
|
•
|
the ability of our assets to generate cash sufficient to pay interest costs and support our indebtedness;
|
•
|
our operating performance and return on capital as compared to those of other companies in our industry, without regard to financing or capital structure; and
|
•
|
the viability of acquisitions and capital expenditure projects and the overall rates of return on alternative investment opportunities.
|
|
(1)
|
Impairment charges for 2015 include a $33.8 million goodwill impairment charge related to the oilfield services segment and $24.3 million impairment charge related to our investment in Juniper.
|
(2)
|
Replacement capital expenditures are defined as those capital expenditures which do not increase operating capacity or reduce operating costs and exclude turnaround costs. Environmental capital expenditures include asset additions to meet or exceed environmental and operating regulations.
|
(3)
|
Represents consolidated interest expense less non-cash interest expense.
|
|
(1)
|
Replacement capital expenditures are defined as those capital expenditures which do not increase operating capacity or reduce operating costs and exclude turnaround costs. Environmental capital expenditures include asset additions to meet or exceed environmental and operating regulations.
|
(2)
|
Represents consolidated interest expense less non-cash interest expense.
|
(3)
|
Impairment charges for 2015 include a $33.8 million goodwill impairment charge related to the oilfield services segment and $24.3 million impairment charge related to our investment in Juniper.
|
Acquisition
|
|
Acquisition Date
|
|
Description
|
|
Aggregate Purchase Price
(1)
|
|
|||
Specialty Oilfield Solutions, Ltd. assets (“SOS Acquisition”)
|
|
August 1, 2014
|
|
A full-service drilling fluids and solids control company with primary operations in the Eagle Ford, Marcellus and Utica shale formations.
|
|
$
|
29.6
|
|
|
|
ADF Holdings, Inc. (“Anchor Acquisition”)
|
|
March 31, 2014
|
|
An independent provider and marketer of drilling fluids and completion fluids to the oil and gas exploration industry.
|
|
$
|
223.6
|
|
|
|
United Petroleum, LLC assets (“United Petroleum Acquisition”)
|
|
February 28, 2014
|
|
A marketer and distributor of high performance lubricants.
|
|
$
|
10.4
|
|
|
|
Bel-Ray Company, LLC (“Bel-Ray Acquisition”)
|
|
December 10, 2013
|
|
A manufacturer and global distributor of high-performance lubricants and greases.
|
|
$
|
53.6
|
|
(2
|
)
|
Murphy Oil USA, Inc. logistics assets (“Crude Oil Logistics Acquisition”)
|
|
August 9, 2013
|
|
Crude oil loading facilities and related assets in North Dakota.
|
|
$
|
6.2
|
|
|
|
NuStar Energy L.P.’s San Antonio, Texas refinery (“San Antonio Acquisition”)
|
|
January 2, 2013
|
|
A refinery in San Antonio, Texas with total crude oil throughput capacity of 21,000 bpd and produces jet fuel, diesel, gasoline and other fuel products and solvents.
|
|
$
|
117.9
|
|
|
|
(1)
|
Aggregate purchase price is net of cash acquired and includes working capital.
|
(2)
|
Aggregate purchase price is net of cash acquired and excludes debt assumed.
|
•
|
sales volumes;
|
•
|
production yields;
|
•
|
specialty products, fuel products and oilfield services segment gross profit; and
|
•
|
specialty products, fuel products and oilfield services segment Adjusted EBITDA.
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In bpd)
|
|||||||
Total sales volume
(1)
|
126,216
|
|
|
122,852
|
|
|
116,477
|
|
Total feedstock runs
(2)
|
123,051
|
|
|
117,427
|
|
|
110,237
|
|
Facility production:
(3)
|
|
|
|
|
|
|||
Specialty products:
|
|
|
|
|
|
|||
Lubricating oils
|
13,325
|
|
|
11,836
|
|
|
13,247
|
|
Solvents
|
7,942
|
|
|
8,934
|
|
|
8,759
|
|
Waxes
|
1,460
|
|
|
1,510
|
|
|
1,443
|
|
Packaged and synthetic specialty products
(4)
|
1,584
|
|
|
1,754
|
|
|
1,481
|
|
Other
|
1,355
|
|
|
1,829
|
|
|
2,192
|
|
Total specialty products
|
25,666
|
|
|
25,863
|
|
|
27,122
|
|
Fuel products:
|
|
|
|
|
|
|||
Gasoline
|
37,691
|
|
|
34,221
|
|
|
29,374
|
|
Diesel
|
30,204
|
|
|
27,074
|
|
|
26,015
|
|
Jet fuel
|
5,157
|
|
|
4,799
|
|
|
4,105
|
|
Asphalt, heavy fuel oils and other
|
24,077
|
|
|
22,189
|
|
|
19,976
|
|
Total fuel products
|
97,129
|
|
|
88,283
|
|
|
79,470
|
|
Total facility production
(3)
|
122,795
|
|
|
114,146
|
|
|
106,592
|
|
|
(1)
|
Total sales volume includes sales from the production at our facilities and certain third-party facilities pursuant to supply and/or processing agreements, sales of inventories and the resale of crude oil to third party customers. Total sales volume includes the sale of purchased fuel product blendstocks, such as ethanol and biodiesel, as components of finished fuel products in our fuel products segment sales.
|
(2)
|
Total feedstock runs represent the barrels per day of crude oil and other feedstocks processed at our facilities and at certain third-party facilities pursuant to supply and/or processing agreements.
|
(3)
|
Total facility production represents the barrels per day of specialty products and fuel products yielded from processing crude oil and other feedstocks at our facilities and at certain third-party facilities pursuant to supply and/or processing agreements. The difference between total facility production and total feedstock runs is primarily a result of the time lag between the input of feedstocks and the production of finished products and volume loss.
|
(4)
|
Represents production of packaged and synthetic specialty products, including the products from the Royal Purple, Bel-Ray, Calumet Packaging and Missouri facilities.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Sales
|
$
|
4,212.8
|
|
|
$
|
5,791.1
|
|
|
$
|
5,421.4
|
|
Cost of sales
|
3,618.2
|
|
|
5,261.4
|
|
|
5,011.4
|
|
|||
Gross profit
|
594.6
|
|
|
529.7
|
|
|
410.0
|
|
|||
Operating costs and expenses:
|
|
|
|
|
|
||||||
Selling
|
146.0
|
|
|
149.6
|
|
|
62.6
|
|
|||
General and administrative
|
135.5
|
|
|
98.3
|
|
|
82.1
|
|
|||
Transportation
|
175.5
|
|
|
171.4
|
|
|
142.7
|
|
|||
Taxes other than income taxes
|
17.7
|
|
|
13.4
|
|
|
14.2
|
|
|||
Asset impairment
|
33.8
|
|
|
36.0
|
|
|
10.5
|
|
|||
Other
|
11.1
|
|
|
14.2
|
|
|
6.3
|
|
|||
Operating income
|
75.0
|
|
|
46.8
|
|
|
91.6
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense
|
(104.9
|
)
|
|
(110.8
|
)
|
|
(96.8
|
)
|
|||
Debt extinguishment costs
|
(46.6
|
)
|
|
(89.9
|
)
|
|
(14.6
|
)
|
|||
Realized gain (loss) on derivative instruments
|
8.1
|
|
|
43.8
|
|
|
(4.7
|
)
|
|||
Unrealized gain (loss) on derivative instruments
|
(39.5
|
)
|
|
(0.6
|
)
|
|
25.7
|
|
|||
Loss from unconsolidated affiliates
|
(61.5
|
)
|
|
(3.4
|
)
|
|
(0.3
|
)
|
|||
Other
|
1.6
|
|
|
1.1
|
|
|
3.0
|
|
|||
Total other expense
|
(242.8
|
)
|
|
(159.8
|
)
|
|
(87.7
|
)
|
|||
Net income (loss) before income taxes
|
(167.8
|
)
|
|
(113.0
|
)
|
|
3.9
|
|
|||
Income tax expense (benefit)
|
(28.4
|
)
|
|
(0.8
|
)
|
|
0.4
|
|
|||
Net income (loss)
|
$
|
(139.4
|
)
|
|
$
|
(112.2
|
)
|
|
$
|
3.5
|
|
EBITDA
|
$
|
129.1
|
|
|
$
|
226.3
|
|
|
$
|
233.1
|
|
Adjusted EBITDA
|
$
|
257.7
|
|
|
$
|
305.9
|
|
|
$
|
241.5
|
|
Distributable Cash Flow
|
$
|
161.9
|
|
|
$
|
146.3
|
|
|
$
|
18.8
|
|
|
Year Ended December 31,
|
|||||||||
|
2015
|
|
2014
|
|
% Change
|
|||||
|
(In millions, except barrel and per barrel data)
|
|||||||||
Sales by segment:
|
|
|
|
|
|
|||||
Specialty products:
|
|
|
|
|
|
|||||
Lubricating oils
|
$
|
575.6
|
|
|
$
|
748.4
|
|
|
(23.1
|
)%
|
Solvents
|
302.0
|
|
|
485.2
|
|
|
(37.8
|
)%
|
||
Waxes
|
136.9
|
|
|
144.1
|
|
|
(5.0
|
)%
|
||
Packaged and synthetic specialty products
(1)
|
316.6
|
|
|
313.5
|
|
|
1.0
|
%
|
||
Other
(2)
|
36.7
|
|
|
38.0
|
|
|
(3.4
|
)%
|
||
Total specialty products
|
$
|
1,367.8
|
|
|
$
|
1,729.2
|
|
|
(20.9
|
)%
|
Total specialty products sales volume (in barrels)
|
9,200,000
|
|
|
9,087,000
|
|
|
1.2
|
%
|
||
Average specialty products sales price per barrel
|
$
|
148.67
|
|
|
$
|
190.29
|
|
|
(21.9
|
)%
|
|
|
|
|
|
|
|||||
Fuel products:
|
|
|
|
|
|
|||||
Gasoline
|
$
|
1,002.4
|
|
|
$
|
1,444.5
|
|
|
(30.6
|
)%
|
Diesel
|
773.2
|
|
|
1,205.3
|
|
|
(35.8
|
)%
|
||
Jet fuel
|
136.5
|
|
|
199.0
|
|
|
(31.4
|
)%
|
||
Asphalt, heavy fuel oils and other
(3)
|
471.0
|
|
|
853.6
|
|
|
(44.8
|
)%
|
||
Hedging activities gain (loss)
|
179.4
|
|
|
(9.0
|
)
|
|
2,093.3
|
%
|
||
Total fuel products
|
$
|
2,562.5
|
|
|
$
|
3,693.4
|
|
|
(30.6
|
)%
|
Total fuel products sales volume (in barrels)
|
36,869,000
|
|
|
35,754,000
|
|
|
3.1
|
%
|
||
Average fuel products sales price per barrel (excluding hedging activities)
|
$
|
64.64
|
|
|
$
|
103.55
|
|
|
(37.6
|
)%
|
Average fuel products sales price per barrel (including hedging activities)
|
$
|
69.50
|
|
|
$
|
103.30
|
|
|
(32.7
|
)%
|
|
|
|
|
|
|
|||||
Total oilfield services
|
$
|
282.5
|
|
|
$
|
368.5
|
|
|
(23.3
|
)%
|
|
|
|
|
|
|
|||||
Total sales
|
$
|
4,212.8
|
|
|
$
|
5,791.1
|
|
|
(27.3
|
)%
|
Total specialty and fuel products sales volume (in barrels)
|
46,069,000
|
|
|
44,841,000
|
|
|
2.7
|
%
|
|
(1)
|
Represents packaged and synthetic specialty products at the Royal Purple, Bel-Ray, Calumet Packaging and Missouri facilities.
|
(2)
|
Represents by-products, including fuels and asphalt, produced in connection with the production of specialty products at the Princeton and Cotton Valley refineries and Dickinson and Karns City facilities.
|
(3)
|
Represents asphalt, heavy fuel oils and other products produced in connection with the production of fuels at the Shreveport, Superior, San Antonio and Montana refineries and crude oil sales from the Superior and San Antonio refineries to third party customers.
|
|
Dollar Change
|
||
|
(In millions)
|
||
Sales price
|
$
|
(385.4
|
)
|
Volume
|
19.8
|
|
|
Acquisition
|
4.2
|
|
|
Total specialty products segment sales decrease
|
$
|
(361.4
|
)
|
|
Dollar Change
|
||
|
(In millions)
|
||
Sales price
|
$
|
(1,440.9
|
)
|
Hedging activities
|
188.4
|
|
|
Volume
|
121.6
|
|
|
Total fuel products segment sales decrease
|
$
|
(1,130.9
|
)
|
|
Year Ended December 31,
|
|||||||||
|
2015
|
|
2014
|
|
% Change
|
|||||
|
(Dollars in millions, except per barrel data)
|
|||||||||
Gross profit by segment:
|
|
|
|
|
|
|||||
Specialty products:
|
|
|
|
|
|
|||||
Gross profit
|
$
|
370.2
|
|
|
$
|
373.2
|
|
|
(0.8
|
)%
|
Percentage of sales
|
27.1
|
%
|
|
21.6
|
%
|
|
|
|||
Specialty products gross profit per barrel
|
$
|
40.24
|
|
|
$
|
41.07
|
|
|
(2.0
|
)%
|
Fuel products:
|
|
|
|
|
|
|||||
Gross profit excluding hedging activities
|
$
|
157.1
|
|
|
$
|
(0.7
|
)
|
|
22,542.9
|
%
|
Hedging activities
|
9.1
|
|
|
35.2
|
|
|
(74.1
|
)%
|
||
Gross profit
|
$
|
166.2
|
|
|
$
|
34.5
|
|
|
381.7
|
%
|
Percentage of sales
|
6.5
|
%
|
|
0.9
|
%
|
|
|
|||
Fuel products gross profit (loss) per barrel (excluding hedging activities)
|
$
|
4.26
|
|
|
$
|
(0.02
|
)
|
|
21,400.0
|
%
|
Fuel products gross profit per barrel (including hedging activities)
|
$
|
4.51
|
|
|
$
|
0.96
|
|
|
369.8
|
%
|
Oilfield services:
|
|
|
|
|
|
|
||||
Gross profit
|
$
|
58.2
|
|
|
$
|
122.0
|
|
|
(52.3
|
)%
|
Percentage of sales
|
20.6
|
%
|
|
33.1
|
%
|
|
|
|||
Total gross profit
|
$
|
594.6
|
|
|
$
|
529.7
|
|
|
12.3
|
%
|
Percentage of sales
|
14.1
|
%
|
|
9.1
|
%
|
|
|
|
Dollar Change
|
||
|
(In millions)
|
||
2014 reported gross profit
|
$
|
373.2
|
|
Cost of materials
|
415.6
|
|
|
Volume
|
6.5
|
|
|
Acquisition
|
1.0
|
|
|
Sales price
|
(385.4
|
)
|
|
LCM inventory adjustment
|
(34.9
|
)
|
|
LIFO inventory layer adjustment
|
(5.8
|
)
|
|
2015 reported gross profit
|
$
|
370.2
|
|
|
Dollar Change
|
||
|
(In millions)
|
||
2014 reported gross profit
|
$
|
34.5
|
|
Cost of materials
|
1,561.2
|
|
|
LCM inventory adjustment
|
42.0
|
|
|
LIFO inventory layer adjustment
|
12.5
|
|
|
Volume
|
10.8
|
|
|
Operating costs
|
1.6
|
|
|
Sales price
|
(1,440.9
|
)
|
|
RINs, net
|
(29.4
|
)
|
|
Hedging activities
|
(26.1
|
)
|
|
2015 reported gross profit
|
$
|
166.2
|
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Derivative gain (loss) reflected in sales
|
$
|
179.4
|
|
|
$
|
(9.0
|
)
|
Derivative gain (loss) reflected in cost of sales
|
(167.3
|
)
|
|
46.0
|
|
||
Derivative gain reflected in gross profit
|
$
|
12.1
|
|
|
$
|
37.0
|
|
|
|
|
|
||||
Realized gain on derivative instruments
|
$
|
8.1
|
|
|
$
|
43.8
|
|
Unrealized loss on derivative instruments
|
(39.5
|
)
|
|
(0.6
|
)
|
||
Derivative gain reflected in interest expense
|
0.5
|
|
|
3.3
|
|
||
Total derivative gain (loss) reflected in the consolidated statements of operations
|
$
|
(18.8
|
)
|
|
$
|
83.5
|
|
Total gain on commodity derivative settlements
|
$
|
10.2
|
|
|
$
|
87.5
|
|
|
Year Ended December 31,
|
|||||||||
|
2014
|
|
2013
|
|
% Change
|
|||||
|
(In millions, except barrel and per barrel data)
|
|||||||||
Sales by segment:
|
|
|
|
|
|
|||||
Specialty products:
|
|
|
|
|
|
|||||
Lubricating oils
|
$
|
748.4
|
|
|
$
|
848.8
|
|
|
(11.8
|
)%
|
Solvents
|
485.2
|
|
|
511.7
|
|
|
(5.2
|
)%
|
||
Waxes
|
144.1
|
|
|
141.0
|
|
|
2.2
|
%
|
||
Packaged and synthetic specialty products
(1)
|
313.5
|
|
|
233.6
|
|
|
34.2
|
%
|
||
Other
(2)
|
38.0
|
|
|
39.8
|
|
|
(4.5
|
)%
|
||
Total specialty products
|
$
|
1,729.2
|
|
|
$
|
1,774.9
|
|
|
(2.6
|
)%
|
Total specialty products sales volume (in barrels)
|
9,087,000
|
|
|
9,630,000
|
|
|
(5.6
|
)%
|
||
Average specialty products sales price per barrel
|
$
|
190.29
|
|
|
$
|
184.31
|
|
|
3.2
|
%
|
|
|
|
|
|
|
|||||
Fuel products:
|
|
|
|
|
|
|||||
Gasoline
|
$
|
1,444.5
|
|
|
$
|
1,409.8
|
|
|
2.5
|
%
|
Diesel
|
1,205.3
|
|
|
1,263.2
|
|
|
(4.6
|
)%
|
||
Jet fuel
|
199.0
|
|
|
190.1
|
|
|
4.7
|
%
|
||
Asphalt, heavy fuel oils and other
(3)
|
853.6
|
|
|
786.5
|
|
|
8.5
|
%
|
||
Hedging activities loss
|
(9.0
|
)
|
|
(3.1
|
)
|
|
190.3
|
%
|
||
Total fuel products
|
$
|
3,693.4
|
|
|
$
|
3,646.5
|
|
|
1.3
|
%
|
Total fuel products sales volume (in barrels)
|
35,754,000
|
|
|
32,884,000
|
|
|
8.7
|
%
|
||
Average fuel products sales price per barrel (excluding hedging activities)
|
$
|
103.55
|
|
|
$
|
110.98
|
|
|
(6.7
|
)%
|
Average fuel products sales price per barrel (including hedging activities)
|
$
|
103.30
|
|
|
$
|
110.89
|
|
|
(6.8
|
)%
|
|
|
|
|
|
|
|||||
Total oilfield services
|
$
|
368.5
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||
Total sales
|
$
|
5,791.1
|
|
|
$
|
5,421.4
|
|
|
6.8
|
%
|
Total specialty and fuel products sales volume (in barrels)
|
44,841,000
|
|
|
42,514,000
|
|
|
5.5
|
%
|
|
(1)
|
Represents production of packaged and synthetic specialty products at the Royal Purple, Bel-Ray, Calumet Packaging and Missouri facilities.
|
(2)
|
Represents by-products, including fuels and asphalt, produced in connection with the production of specialty products at the Princeton and Cotton Valley refineries and Dickinson and Karns City facilities.
|
(3)
|
Represents asphalt, heavy fuel oils and other products produced in connection with the production of fuels at the Shreveport, Superior, San Antonio and Montana refineries and purchased crude oil sales from the Superior and San Antonio refineries to third party customers.
|
|
Dollar Change
|
||
|
(In millions)
|
||
Acquisitions
|
$
|
58.1
|
|
Sales price
|
17.8
|
|
|
Volume
|
(121.6
|
)
|
|
Total specialty products segment sales decrease
|
$
|
(45.7
|
)
|
|
Dollar Change
|
||
|
(In millions)
|
||
Volume
|
$
|
318.5
|
|
Hedging activities
|
(5.9
|
)
|
|
Sales price
|
(265.7
|
)
|
|
Total fuel products segment sales increase
|
$
|
46.9
|
|
|
Year Ended December 31,
|
|||||||||
|
2014
|
|
2013
|
|
% Change
|
|||||
|
(Dollars in millions, except per barrel data)
|
|||||||||
Gross profit by segment:
|
|
|
|
|
|
|||||
Specialty products:
|
|
|
|
|
|
|||||
Gross profit
|
$
|
373.2
|
|
|
$
|
322.3
|
|
|
15.8
|
%
|
Percentage of sales
|
21.6
|
%
|
|
18.2
|
%
|
|
|
|||
Specialty products gross profit per barrel
|
$
|
41.07
|
|
|
$
|
33.47
|
|
|
22.7
|
%
|
Fuel products:
|
|
|
|
|
|
|||||
Gross profit excluding hedging activities
|
$
|
(0.7
|
)
|
|
$
|
87.7
|
|
|
(100.8
|
)%
|
Hedging activities
|
35.2
|
|
|
—
|
|
|
100.0
|
%
|
||
Gross profit
|
$
|
34.5
|
|
|
$
|
87.7
|
|
|
(60.7
|
)%
|
Percentage of sales
|
0.9
|
%
|
|
2.4
|
%
|
|
|
|||
Fuel products gross profit (loss) per barrel (excluding hedging activities)
|
$
|
(0.02
|
)
|
|
$
|
2.67
|
|
|
(100.7
|
)%
|
Fuel products gross profit per barrel (including hedging activities)
|
$
|
0.96
|
|
|
$
|
2.67
|
|
|
(64.0
|
)%
|
Oilfield services:
|
|
|
|
|
|
|||||
Gross profit
|
$
|
122.0
|
|
|
$
|
—
|
|
|
—
|
|
Percentage of sales
|
33.1
|
%
|
|
—
|
|
|
|
|||
Total gross profit
|
$
|
529.7
|
|
|
$
|
410.0
|
|
|
29.2
|
%
|
Percentage of sales
|
9.1
|
%
|
|
7.6
|
%
|
|
|
|
Dollar Change
|
||
|
(In millions)
|
||
2013 reported gross profit
|
$
|
322.3
|
|
Cost of materials
|
60.0
|
|
|
Sales price
|
17.8
|
|
|
Acquisitions
|
18.1
|
|
|
Operating costs
|
(3.0
|
)
|
|
LCM inventory adjustment
|
(1.1
|
)
|
|
LIFO inventory layer liquidation
|
(6.3
|
)
|
|
Volume
|
(34.6
|
)
|
|
2014 reported gross profit
|
$
|
373.2
|
|
|
Dollar Change
|
||
|
(In millions)
|
||
2013 reported gross profit
|
$
|
87.7
|
|
Sales price
|
(265.8
|
)
|
|
LCM inventory adjustment
|
(75.0
|
)
|
|
Operating costs
|
(31.5
|
)
|
|
LIFO inventory layer liquidation
|
(29.8
|
)
|
|
Cost of materials
|
257.9
|
|
|
Volume
|
35.6
|
|
|
Hedging activities
|
35.2
|
|
|
RINs, net
|
20.2
|
|
|
2014 reported gross profit
|
$
|
34.5
|
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Derivative loss reflected in sales
|
$
|
(9.0
|
)
|
|
$
|
(3.1
|
)
|
Derivative gain reflected in cost of sales
|
46.0
|
|
|
3.6
|
|
||
Derivative gain reflected in gross profit
|
$
|
37.0
|
|
|
$
|
0.5
|
|
|
|
|
|
||||
Realized gain (loss) on derivative instruments
|
$
|
43.8
|
|
|
$
|
(4.7
|
)
|
Unrealized gain (loss) on derivative instruments
|
(0.6
|
)
|
|
25.7
|
|
||
Derivative gain reflected in interest expense
|
3.3
|
|
|
—
|
|
||
Total derivative gain reflected in the consolidated statements of operations
|
$
|
83.5
|
|
|
$
|
21.5
|
|
Total gain (loss) on commodity derivative settlements
|
$
|
87.5
|
|
|
$
|
(6.0
|
)
|
•
|
we entered into an agreement with The Heritage Group (“Heritage”), an affiliate of our general partner, in which Heritage made a $27.0 million uncommitted prepayment for the purchase of certain fuel products and entered into a $48.0 million unsecured note payable with us as the borrower;
|
•
|
given the increased market value of certain of our derivative assets, our risk management committee approved the early settlement of select calendar year 2016 derivative instruments. As a result of the settlement of these derivative assets, we received approximately $22.3 million during the fourth quarter of 2015;
|
•
|
we remain committed to an active hedging program to manage commodity price risk in our business. Due to the volatility of the price of crude oil and the impact such volatility has had on our short-term cash flows, we may use derivative instruments, primarily combinations of options or swaps, to mitigate our exposure to changes in crude oil prices and the impact to our borrowing base. We continue to consider current crude oil prices, specialty products and fuel products gross profit expectations and liquidity as the primary factors to determine the volume, time horizon and type of derivative instruments we may execute. Due to the current economic environment and the complexities around derivative instruments, we intend to maintain flexibility in the manner in which we hedge;
|
•
|
we have deferred certain non-critical capital expenditures until the third and fourth quarters of 2016;
|
•
|
we continue to implement strategies to reduce our working capital requirements across all of our operations and we expect to maintain prudent levels of working capital to enhance liquidity; and
|
•
|
we have entered into certain leasing arrangements versus purchasing assets to improve our cash flows.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Net cash provided by operating activities
|
$
|
376.4
|
|
|
$
|
226.8
|
|
|
$
|
39.1
|
|
Net cash used in investing activities
|
(389.0
|
)
|
|
(658.8
|
)
|
|
(370.3
|
)
|
|||
Net cash provided by financing activities
|
9.7
|
|
|
319.4
|
|
|
420.1
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
(2.9
|
)
|
|
$
|
(112.6
|
)
|
|
$
|
88.9
|
|
Acquisition
|
|
Closing Date
|
|
Purchase Price
|
|
Funding Methods
|
|
Segment
|
||
United Petroleum
|
|
February 28, 2014
|
|
$
|
10.4
|
|
|
Cash on hand
|
|
Specialty Products
|
Anchor
|
|
March 31, 2014
|
|
223.6
|
|
|
Net proceeds from our March 2014 private placement of 2021 Notes
|
|
Oilfield Services
|
|
SOS
|
|
August 1, 2014
|
|
29.6
|
|
|
Borrowings under our revolving credit facility
|
|
Oilfield Services
|
|
2014 Total
|
|
|
|
$
|
263.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
San Antonio
|
|
January 2, 2013
|
|
$
|
117.9
|
|
|
Borrowings under our revolving credit facility
|
|
Fuel Products
|
Crude Oil Logistics Assets
|
|
August 9, 2013
|
|
6.2
|
|
|
Cash on hand
|
|
Fuel Products
|
|
Bel-Ray
|
|
December 10, 2013
|
|
53.6
|
|
|
Net proceeds from our November 2013 private placement of 2022 Notes
|
|
Specialty Products
|
|
2013 Total
|
|
|
|
$
|
177.7
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Capital improvement expenditures
|
$
|
311.7
|
|
|
$
|
284.9
|
|
|
$
|
109.7
|
|
Replacement capital expenditures
|
28.9
|
|
|
18.8
|
|
|
33.8
|
|
|||
Environmental capital expenditures
|
15.3
|
|
|
13.0
|
|
|
30.4
|
|
|||
Turnaround capital expenditures
|
19.3
|
|
|
27.6
|
|
|
68.6
|
|
|||
Joint venture contributions, net of return of investment
|
50.2
|
|
|
105.4
|
|
|
31.8
|
|
|||
Total
|
$
|
425.4
|
|
|
$
|
449.7
|
|
|
$
|
274.3
|
|
•
|
Montana Refinery Expansion
— In
February 2016
,
we completed an expansion project that increased production capacity at our Montana refinery by 15,000 bpd to 25,000 bpd.
|
•
|
Dakota Prairie Refining, LLC —
Dakota Prairie, a 20,000 bpd diesel refinery in southwestern North Dakota, was commissioned in April 2015 and commenced sales of finished products in May 2015.
|
•
|
a
$1.0 billion
senior secured revolving credit facility maturing in July 2019, subject to borrowing base limitations, with a maximum letter of credit sublimit equal to
$600.0 million
, which amount may be increased to
90%
of revolver commitments in effect with the consent of the Agent (as defined in the revolving credit agreement) (“revolving credit facility”);
|
•
|
$900.0 million
of 6.50% senior notes due 2021 (“2021 Notes”);
|
•
|
$350.0 million
of 7.625% senior notes due 2022 (“2022 Notes”);
|
•
|
$325.0 million
of 7.75% senior notes due 2023 (“2023 Notes”); and
|
•
|
$73.5 million
related party note payable.
|
Closing Date
|
|
Number of Common Units Offered
|
|
Price per Unit
|
|
Net Proceeds
(1)
|
|
General Partner Contribution
(2)
|
|
Underwriting Discount
|
|
Use of Proceeds
|
|||||||||
January 8, 2013
|
|
5,750,000
|
|
(3)
|
$
|
31.81
|
|
|
$
|
175.2
|
|
|
$
|
3.8
|
|
|
$
|
7.4
|
|
|
Net proceeds were used to repay borrowings under the revolving credit facility and for general partnership purposes.
|
April 1, 2013
|
|
6,037,500
|
|
(4)
|
$
|
37.50
|
|
|
$
|
217.3
|
|
|
$
|
4.6
|
|
|
$
|
9.1
|
|
|
Net proceeds were used for general partnership purposes.
|
March 13, 2015
|
|
6,000,000
|
|
|
$
|
26.75
|
|
|
$
|
153.9
|
|
|
$
|
3.3
|
|
|
$
|
6.4
|
|
|
Net proceeds were used to redeem a portion of the 2020 Notes and to repay borrowings under the revolving credit facility.
|
|
(1)
|
Proceeds are net of underwriting discounts, commissions and expenses but before our general partner’s capital contribution.
|
(2)
|
Our general partner contributions were made to retain its
2%
general partner interest.
|
(3)
|
Includes the full exercise of the overallotment option of
750,000
common units which closed concurrently with the
5,000,000
firm units on January 8, 2013.
|
(4)
|
Includes the full exercise of the overallotment option of
787,500
common units which closed on April 4, 2013.
|
Quarter Ended
|
|
Declaration Date
|
|
Record Date
|
|
Distribution Date
|
|
Quarterly Distribution per Unit
|
|
Aggregate Quarterly Distribution
|
|
Annualized Distribution per Unit
|
|
Aggregate Annualized Distribution
|
||||||||
December 31, 2014
|
|
January 23, 2015
|
|
February 3, 2015
|
|
February 13, 2015
|
|
$
|
0.685
|
|
|
$
|
52.7
|
|
|
$
|
2.74
|
|
|
$
|
210.8
|
|
March 31, 2015
|
|
April 20, 2015
|
|
May 5, 2015
|
|
May 15, 2015
|
|
$
|
0.685
|
|
|
$
|
57.3
|
|
|
$
|
2.74
|
|
|
$
|
229.2
|
|
June 30, 2015
|
|
July 21, 2015
|
|
August 4, 2015
|
|
August 14, 2015
|
|
$
|
0.685
|
|
|
$
|
57.3
|
|
|
$
|
2.74
|
|
|
$
|
229.2
|
|
September 30, 2015
|
|
October 22, 2015
|
|
November 3, 2015
|
|
November 13, 2015
|
|
$
|
0.685
|
|
|
$
|
57.3
|
|
|
$
|
2.74
|
|
|
$
|
229.2
|
|
December 31, 2015
|
|
January 19, 2016
|
|
February 2, 2016
|
|
February 12, 2016
|
|
$
|
0.685
|
|
|
$
|
57.4
|
|
|
$
|
2.74
|
|
|
$
|
229.6
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
Total
|
|
Less Than
1 Year
|
|
1–3
Years
|
|
3–5
Years
|
|
More Than
5 Years
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on long-term and short-term debt at contractual rates and maturities
(1)
|
$
|
794.1
|
|
|
$
|
125.0
|
|
|
$
|
244.3
|
|
|
$
|
235.7
|
|
|
$
|
189.1
|
|
Operating lease obligations
(2)
|
180.1
|
|
|
42.8
|
|
|
71.3
|
|
|
39.0
|
|
|
27.0
|
|
|||||
Letters of credit
(3)
|
66.8
|
|
|
66.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments
(4)
|
811.3
|
|
|
493.6
|
|
|
237.4
|
|
|
80.3
|
|
|
—
|
|
|||||
Pension obligations
|
8.5
|
|
|
1.9
|
|
|
1.3
|
|
|
1.6
|
|
|
3.7
|
|
|||||
Employment agreements
|
7.0
|
|
|
4.0
|
|
|
2.1
|
|
|
0.9
|
|
|
—
|
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital lease obligations
|
46.4
|
|
|
1.7
|
|
|
3.1
|
|
|
2.2
|
|
|
39.4
|
|
|||||
Note payable - related party
|
75.0
|
|
|
75.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt obligations, excluding capital lease obligations
|
1,686.0
|
|
|
—
|
|
|
—
|
|
|
111.0
|
|
|
1,575.0
|
|
|||||
Total obligations
|
$
|
3,675.2
|
|
|
$
|
810.8
|
|
|
$
|
559.5
|
|
|
$
|
470.7
|
|
|
$
|
1,834.2
|
|
|
(1)
|
Interest on long-term and short-term debt at contractual rates and maturities relates primarily to interest on our senior notes, revolving credit facility interest and fees, interest on our related party note payable and interest on our capital lease obligations, which excludes the adjustment for the interest rate swap agreement.
|
(2)
|
We have various operating leases primarily for railcars, the use of land, storage tanks, compressor stations, equipment, precious metals and office facilities that extend through
July 2055
.
|
(3)
|
Letters of credit primarily supporting crude oil purchases and precious metals leasing.
|
(4)
|
Purchase commitments consist primarily of obligations to purchase fixed volumes of crude oil, other feedstocks, finished products for resale and renewable fuels from various suppliers based on current market prices at the time of delivery.
|
•
|
Future margins on products produced and sold
. Our estimates of future product margins are based on our analysis of various supply and demand factors, which include, among other things, industry-wide capacity, our planned utilization rate, end-user demand, capital expenditures and economic conditions. Such estimates are consistent with those used in our planning and capital investment reviews.
|
•
|
Future capital requirements
. These are based on authorized spending and internal forecasts.
|
•
|
Discount rate commensurate with the risks involved
. We apply a discount rate to our cash flows based on a variety of factors, including market and economic conditions, operational risk, regulatory risk and political risk. This discount rate is also compared to recent observable market transactions, if possible. A higher discount rate decreases the net present value of cash flows.
|
•
|
Future margins on products produced and sold
. Our estimates of future product margins are based on our analysis of various supply and demand factors, which include, among other things, industry-wide capacity, our planned utilization rate, end-user demand, crack spreads, capital expenditures and economic conditions. Such estimates are consistent with those used in our
planning and capital investment reviews and include recent historical prices and published forward prices.
|
•
|
Discount rate commensurate with the risks involved
. We apply a discount rate to our cash flows
based on a variety of factors, including market and economic conditions, operational risk, regulatory risk and political risk. This discount rate is also compared to recent observable market transactions, if possible.
A higher discount rate decreases the net present value of cash flows.
|
•
|
Future capital requirements
. These are based on authorized spending and internal forecasts.
|
|
In millions
|
||
Crude oil swaps
|
$
|
0.7
|
|
Crude oil basis swaps
|
$
|
1.5
|
|
Crude oil percentage basis swaps
|
$
|
3.7
|
|
Crude oil options
|
$
|
0.4
|
|
Gasoline crack spread swaps
|
$
|
(0.9
|
)
|
Natural gas swaps
|
$
|
13.4
|
|
Natural gas collars
|
$
|
0.6
|
|
•
|
crude oil purchases and sales;
|
•
|
refined product sales and purchases;
|
•
|
natural gas purchases;
|
•
|
precious metals; and
|
•
|
fluctuations in the value of crude oil between geographic regions and between the different types of crude oil such as NYMEX WTI, Light Louisiana Sweet (“LLS”), Western Canadian Select (“WCS”), Mixed Sweet Blend (“MSW”) and ICE Brent (“Brent”).
|
Gasoline Crack Spread Swap Contracts by Expiration Dates
|
Barrels Sold
|
|
BPD
|
|
Average Swap
($/Bbl) |
||||
First Quarter 2016
|
873,000
|
|
|
9,593
|
|
|
$
|
8.98
|
|
Total
|
873,000
|
|
|
|
|
|
|||
Average price
|
|
|
|
|
$
|
8.98
|
|
Crude Oil Swap Contracts by Expiration Dates
|
Barrels Purchased
|
|
BPD
|
|
Average Swap
($/Bbl) |
||||
First Quarter 2016
|
29,120
|
|
|
320
|
|
|
$
|
44.06
|
|
Second Quarter 2016
|
29,120
|
|
|
320
|
|
|
$
|
44.06
|
|
Third Quarter 2016
|
29,440
|
|
|
320
|
|
|
$
|
44.06
|
|
Fourth Quarter 2016
|
29,440
|
|
|
320
|
|
|
$
|
44.06
|
|
Calendar Year 2017
|
630,720
|
|
|
1,728
|
|
|
$
|
54.94
|
|
Total
|
747,840
|
|
|
|
|
|
|||
Average price
|
|
|
|
|
$
|
53.24
|
|
Crude Oil Percentage Basis Swap Contracts by Expiration Dates
|
Barrels Purchased
|
|
BPD
|
|
Fixed Percentage of NYMEX WTI (Average % of WTI/Bbl)
|
|||
First Quarter 2016
|
728,000
|
|
|
8,000
|
|
|
73.5
|
%
|
Second Quarter 2016
|
728,000
|
|
|
8,000
|
|
|
73.5
|
%
|
Third Quarter 2016
|
736,000
|
|
|
8,000
|
|
|
73.5
|
%
|
Fourth Quarter 2016
|
736,000
|
|
|
8,000
|
|
|
73.5
|
%
|
Calendar Year 2017
|
730,000
|
|
|
2,000
|
|
|
73.0
|
%
|
Total
|
3,658,000
|
|
|
|
|
|
||
Average percentage
|
|
|
|
|
73.4
|
%
|
Crude Oil Option Contracts by Expiration Dates
|
Barrels Purchased
|
|
BPD
|
|
Average Bought Call ($/Bbl)
|
||||
Fourth Quarter 2016
|
350,000
|
|
|
11,290
|
|
|
$
|
55.00
|
|
Total
|
350,000
|
|
|
|
|
|
|||
Average price
|
|
|
|
|
$
|
55.00
|
|
Crude Oil Basis Swap Contracts by Expiration Dates
|
Barrels Purchased
|
|
BPD
|
|
Average Differential to NYMEX WTI
($/Bbl) |
||||
First Quarter 2016
|
182,000
|
|
|
2,000
|
|
|
$
|
2.40
|
|
Second Quarter 2016
|
182,000
|
|
|
2,000
|
|
|
$
|
2.40
|
|
Third Quarter 2016
|
184,000
|
|
|
2,000
|
|
|
$
|
2.40
|
|
Fourth Quarter 2016
|
184,000
|
|
|
2,000
|
|
|
$
|
2.40
|
|
Total
|
732,000
|
|
|
|
|
|
|||
Average differential
|
|
|
|
|
$
|
2.40
|
|
Crude Oil Basis Swap Contracts by Expiration Dates
|
Barrels Purchased
|
|
BPD
|
|
Average Differential to NYMEX WTI
($/Bbl) |
||||
First Quarter 2016
|
91,000
|
|
|
1,000
|
|
|
$
|
(14.10
|
)
|
Second Quarter 2016
|
91,000
|
|
|
1,000
|
|
|
$
|
(14.10
|
)
|
Third Quarter 2016
|
92,000
|
|
|
1,000
|
|
|
$
|
(14.10
|
)
|
Fourth Quarter 2016
|
92,000
|
|
|
1,000
|
|
|
$
|
(14.10
|
)
|
Calendar Year 2017
|
365,000
|
|
|
1,000
|
|
|
$
|
(13.70
|
)
|
Total
|
731,000
|
|
|
|
|
|
|||
Average differential
|
|
|
|
|
$
|
(13.90
|
)
|
Natural Gas Swap Contracts by Expiration Dates
|
MMBtu
|
|
$/MMBtu
|
|||
First Quarter 2016
|
603,000
|
|
|
$
|
3.01
|
|
Second Quarter 2016
|
603,000
|
|
|
$
|
2.99
|
|
Third Quarter 2016
|
606,000
|
|
|
$
|
3.03
|
|
Fourth Quarter 2016
|
790,000
|
|
|
$
|
3.02
|
|
Total
|
2,602,000
|
|
|
|
||
Average price
|
|
|
$
|
3.01
|
|
Natural Gas Swap Contracts by Expiration Dates
|
MMBtu
|
|
$/MMBtu
|
|||
First Quarter 2016
|
1,580,000
|
|
|
$
|
4.24
|
|
Second Quarter 2016
|
1,380,000
|
|
|
$
|
4.26
|
|
Third Quarter 2016
|
1,380,000
|
|
|
$
|
4.26
|
|
Fourth Quarter 2016
|
1,540,000
|
|
|
$
|
4.14
|
|
Calendar Year 2017
|
4,950,000
|
|
|
$
|
3.85
|
|
Total
|
10,830,000
|
|
|
|
||
Average price
|
|
|
$
|
4.05
|
|
Natural Gas Collars by Expiration Dates
|
MMBtu
|
|
Average Bought Call ($/MMBtu)
|
|
Average Sold Put ($/MMBtu)
|
|||||
First Quarter 2016
|
180,000
|
|
|
$
|
4.25
|
|
|
$
|
3.89
|
|
Second Quarter 2016
|
180,000
|
|
|
$
|
4.25
|
|
|
$
|
3.89
|
|
Third Quarter 2016
|
180,000
|
|
|
$
|
4.25
|
|
|
$
|
3.89
|
|
Fourth Quarter 2016
|
60,000
|
|
|
$
|
4.25
|
|
|
$
|
3.89
|
|
Total
|
600,000
|
|
|
|
|
|
||||
Average price
|
|
|
$
|
4.25
|
|
|
$
|
3.89
|
|
|
Sales
|
|
Cost of Sales
|
||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In millions)
|
||||||||||||||
Specialty Products:
|
|
|
|
|
|
|
|
||||||||
$1.00 change in per barrel price of crude oil
(1)
|
|
|
|
|
$
|
9.2
|
|
|
$
|
9.1
|
|
||||
$0.50 change in MMBtu (one million British Thermal Units) of natural gas
(2)
|
|
|
|
|
$
|
6.0
|
|
|
$
|
6.0
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Fuel Products:
|
|
|
|
|
|
|
|
||||||||
$1.00 change in per barrel price of crude oil
(1)
|
|
|
|
|
$
|
28.2
|
|
|
$
|
25.7
|
|
||||
$1.00 change in per barrel selling price of gasoline, diesel and jet fuel
(1)
|
$
|
28.2
|
|
|
$
|
25.7
|
|
|
|
|
|
(1)
|
Based on our
2015
and
2014
sales volumes.
|
(2)
|
Based on our results for the years ended
December 31, 2015
and
2014
.
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
|
(In millions)
|
||||||||||||||
Financial Instrument:
|
|
|
|
|
|
|
|
||||||||
2020 Notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
290.5
|
|
|
$
|
265.4
|
|
2021 Notes
|
$
|
798.3
|
|
|
$
|
888.0
|
|
|
$
|
803.3
|
|
|
$
|
885.3
|
|
2022 Notes
|
$
|
297.5
|
|
|
$
|
342.8
|
|
|
$
|
339.5
|
|
|
$
|
341.2
|
|
2023 Notes
|
$
|
294.1
|
|
|
$
|
317.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
February 29, 2016
|
/s/ Timothy Go
|
|
Timothy Go
Chief Executive Officer of Calumet GP, LLC, general partner of Calumet Specialty Products Partners, L.P. (Principal Executive Officer)
|
February 29, 2016
|
/s/ R. Patrick Murray, II
|
|
R. Patrick Murray, II
Executive Vice President, Chief Financial Officer and Secretary of Calumet GP, LLC (Principal Accounting and Financial Officer)
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions, except unit data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5.6
|
|
|
$
|
8.5
|
|
Accounts receivable:
|
|
|
|
||||
Trade, less allowance for doubtful accounts of $2.0 million and $1.6 million, respectively
|
195.3
|
|
|
326.0
|
|
||
Other
|
15.4
|
|
|
23.8
|
|
||
|
210.7
|
|
|
349.8
|
|
||
Inventories
|
384.4
|
|
|
513.5
|
|
||
Derivative assets
|
—
|
|
|
23.2
|
|
||
Prepaid expenses and other current assets
|
8.3
|
|
|
9.2
|
|
||
Total current assets
|
609.0
|
|
|
904.2
|
|
||
Property, plant and equipment, net
|
1,719.2
|
|
|
1,464.4
|
|
||
Investment in unconsolidated affiliates
|
126.0
|
|
|
137.3
|
|
||
Goodwill
|
212.0
|
|
|
245.8
|
|
||
Other intangible assets, net
|
214.1
|
|
|
257.5
|
|
||
Noncurrent deferred income taxes
|
—
|
|
|
2.3
|
|
||
Other noncurrent assets, net
|
64.4
|
|
|
73.6
|
|
||
Total assets
|
$
|
2,944.7
|
|
|
$
|
3,085.1
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
316.6
|
|
|
$
|
419.9
|
|
Accrued interest payable
|
31.1
|
|
|
37.6
|
|
||
Accrued salaries, wages and benefits
|
32.9
|
|
|
21.9
|
|
||
Other taxes payable
|
17.9
|
|
|
17.9
|
|
||
Other current liabilities
|
119.0
|
|
|
40.0
|
|
||
Current portion of long-term debt
|
1.7
|
|
|
0.6
|
|
||
Note payable - related party
|
73.5
|
|
|
—
|
|
||
Derivative liabilities
|
33.9
|
|
|
5.6
|
|
||
Total current liabilities
|
626.6
|
|
|
543.5
|
|
||
Noncurrent deferred income taxes
|
2.1
|
|
|
32.3
|
|
||
Pension and postretirement benefit obligations
|
13.0
|
|
|
20.0
|
|
||
Other long-term liabilities
|
0.9
|
|
|
0.9
|
|
||
Long-term debt, less current portion
|
1,698.2
|
|
|
1,678.2
|
|
||
Total liabilities
|
2,340.8
|
|
|
2,274.9
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Partners’ capital:
|
|
|
|
||||
Limited partners’ interest (75,884,400 units and 69,452,233 units, issued and outstanding at December 31, 2015 and 2014, respectively)
|
578.0
|
|
|
765.9
|
|
||
General partner’s interest
|
27.5
|
|
|
30.6
|
|
||
Accumulated other comprehensive income (loss)
|
(1.6
|
)
|
|
13.7
|
|
||
Total partners’ capital
|
603.9
|
|
|
810.2
|
|
||
Total liabilities and partners’ capital
|
$
|
2,944.7
|
|
|
$
|
3,085.1
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions, except unit and per unit data)
|
||||||||||
Sales
|
$
|
4,212.8
|
|
|
$
|
5,791.1
|
|
|
$
|
5,421.4
|
|
Cost of sales
|
3,618.2
|
|
|
5,261.4
|
|
|
5,011.4
|
|
|||
Gross profit
|
594.6
|
|
|
529.7
|
|
|
410.0
|
|
|||
Operating costs and expenses:
|
|
|
|
|
|
||||||
Selling
|
146.0
|
|
|
149.6
|
|
|
62.6
|
|
|||
General and administrative
|
135.5
|
|
|
98.3
|
|
|
82.1
|
|
|||
Transportation
|
175.5
|
|
|
171.4
|
|
|
142.7
|
|
|||
Taxes other than income taxes
|
17.7
|
|
|
13.4
|
|
|
14.2
|
|
|||
Asset impairment
|
33.8
|
|
|
36.0
|
|
|
10.5
|
|
|||
Other
|
11.1
|
|
|
14.2
|
|
|
6.3
|
|
|||
Operating income
|
75.0
|
|
|
46.8
|
|
|
91.6
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense
|
(104.9
|
)
|
|
(110.8
|
)
|
|
(96.8
|
)
|
|||
Debt extinguishment costs
|
(46.6
|
)
|
|
(89.9
|
)
|
|
(14.6
|
)
|
|||
Realized gain (loss) on derivative instruments
|
8.1
|
|
|
43.8
|
|
|
(4.7
|
)
|
|||
Unrealized gain (loss) on derivative instruments
|
(39.5
|
)
|
|
(0.6
|
)
|
|
25.7
|
|
|||
Loss from unconsolidated affiliates
|
(61.5
|
)
|
|
(3.4
|
)
|
|
(0.3
|
)
|
|||
Other
|
1.6
|
|
|
1.1
|
|
|
3.0
|
|
|||
Total other expense
|
(242.8
|
)
|
|
(159.8
|
)
|
|
(87.7
|
)
|
|||
Net income (loss) before income taxes
|
(167.8
|
)
|
|
(113.0
|
)
|
|
3.9
|
|
|||
Income tax expense (benefit)
|
(28.4
|
)
|
|
(0.8
|
)
|
|
0.4
|
|
|||
Net income (loss)
|
$
|
(139.4
|
)
|
|
$
|
(112.2
|
)
|
|
$
|
3.5
|
|
Allocation of net income (loss):
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(139.4
|
)
|
|
$
|
(112.2
|
)
|
|
$
|
3.5
|
|
Less:
|
|
|
|
|
|
||||||
General partner’s interest in net income (loss)
|
(2.8
|
)
|
|
(2.2
|
)
|
|
0.1
|
|
|||
General partner’s incentive distribution rights
|
16.8
|
|
|
15.4
|
|
|
14.7
|
|
|||
Non-vested share based payments
|
—
|
|
|
—
|
|
|
0.2
|
|
|||
Net loss available to limited partners
|
$
|
(153.4
|
)
|
|
$
|
(125.4
|
)
|
|
$
|
(11.5
|
)
|
Weighted average limited partner units outstanding:
|
|
|
|
|
|
||||||
Basic
|
74,896,096
|
|
|
69,671,827
|
|
|
67,938,784
|
|
|||
Diluted
|
74,896,096
|
|
|
69,671,827
|
|
|
67,938,784
|
|
|||
Limited partners’ interest basic and diluted net loss per unit
|
$
|
(2.05
|
)
|
|
$
|
(1.80
|
)
|
|
$
|
(0.17
|
)
|
Cash distributions declared per limited partner unit
|
$
|
2.74
|
|
|
$
|
2.74
|
|
|
$
|
2.70
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Net income (loss)
|
$
|
(139.4
|
)
|
|
$
|
(112.2
|
)
|
|
$
|
3.5
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Cash flow hedges:
|
|
|
|
|
|
||||||
Cash flow hedge gain reclassified to net income (loss)
|
(12.1
|
)
|
|
(37.0
|
)
|
|
(0.5
|
)
|
|||
Change in fair value of cash flow hedges
|
(7.3
|
)
|
|
114.2
|
|
|
(36.9
|
)
|
|||
Defined benefit pension and retiree health benefit plans
|
4.7
|
|
|
(9.6
|
)
|
|
9.6
|
|
|||
Foreign currency translation adjustment
|
(0.6
|
)
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|||
Total other comprehensive income (loss)
|
(15.3
|
)
|
|
67.1
|
|
|
(27.9
|
)
|
|||
Comprehensive loss attributable to partners’ capital
|
$
|
(154.7
|
)
|
|
$
|
(45.1
|
)
|
|
$
|
(24.4
|
)
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Partners’ Capital
|
|
Total
|
||||||||||
|
|
General
Partner
|
|
Limited Partners
|
|||||||||||
|
|
|
|||||||||||||
|
(In millions)
|
||||||||||||||
Balance at December 31, 2012
|
$
|
(25.5
|
)
|
|
$
|
30.5
|
|
|
$
|
884.8
|
|
|
$
|
889.8
|
|
Other comprehensive loss
|
(27.9
|
)
|
|
—
|
|
|
—
|
|
|
(27.9
|
)
|
||||
Net income (loss)
|
—
|
|
|
14.8
|
|
|
(11.3
|
)
|
|
3.5
|
|
||||
Common units repurchased for phantom unit grants
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
(5.0
|
)
|
||||
Issuance of phantom units, net of taxes withheld
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||
Amortization of vested phantom units
|
—
|
|
|
—
|
|
|
3.2
|
|
|
3.2
|
|
||||
Proceeds from public offerings of common units, net
|
—
|
|
|
—
|
|
|
392.5
|
|
|
392.5
|
|
||||
Contributions from Calumet GP, LLC
|
—
|
|
|
8.4
|
|
|
—
|
|
|
8.4
|
|
||||
Distributions to partners
|
—
|
|
|
(17.1
|
)
|
|
(184.3
|
)
|
|
(201.4
|
)
|
||||
Balance at December 31, 2013
|
$
|
(53.4
|
)
|
|
$
|
36.6
|
|
|
$
|
1,079.6
|
|
|
$
|
1,062.8
|
|
Other comprehensive income
|
67.1
|
|
|
—
|
|
|
—
|
|
|
67.1
|
|
||||
Net income (loss)
|
—
|
|
|
13.2
|
|
|
(125.4
|
)
|
|
(112.2
|
)
|
||||
Common units repurchased for phantom unit grants
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
(2.2
|
)
|
||||
Issuance of phantom units, net of taxes withheld
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
(1.2
|
)
|
||||
Cash settlement of unit based compensation
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
(0.9
|
)
|
||||
Amortization of vested phantom units
|
—
|
|
|
—
|
|
|
3.0
|
|
|
3.0
|
|
||||
Proceeds from public offerings of common units, net
|
—
|
|
|
—
|
|
|
3.6
|
|
|
3.6
|
|
||||
Contributions from Calumet GP, LLC
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||
Distributions to partners
|
—
|
|
|
(19.3
|
)
|
|
(190.6
|
)
|
|
(209.9
|
)
|
||||
Balance at December 31, 2014
|
$
|
13.7
|
|
|
$
|
30.6
|
|
|
$
|
765.9
|
|
|
$
|
810.2
|
|
Other comprehensive loss
|
(15.3
|
)
|
|
—
|
|
|
—
|
|
|
(15.3
|
)
|
||||
Net income (loss)
|
—
|
|
|
14.0
|
|
|
(153.4
|
)
|
|
(139.4
|
)
|
||||
Common units repurchased for phantom unit grants
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
|
(3.6
|
)
|
||||
Issuance of phantom units, net of taxes withheld
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
(1.5
|
)
|
||||
Reclassification of Liability Awards to equity
|
—
|
|
|
—
|
|
|
7.9
|
|
|
7.9
|
|
||||
Amortization of vested phantom units
|
—
|
|
|
—
|
|
|
2.4
|
|
|
2.4
|
|
||||
Proceeds from public offerings of common units, net
|
—
|
|
|
—
|
|
|
164.1
|
|
|
164.1
|
|
||||
Contributions from Calumet GP, LLC
|
—
|
|
|
3.5
|
|
|
—
|
|
|
3.5
|
|
||||
Distributions to partners
|
—
|
|
|
(20.6
|
)
|
|
(203.8
|
)
|
|
(224.4
|
)
|
||||
Balance at December 31, 2015
|
$
|
(1.6
|
)
|
|
$
|
27.5
|
|
|
$
|
578.0
|
|
|
$
|
603.9
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(139.4
|
)
|
|
$
|
(112.2
|
)
|
|
$
|
3.5
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
145.4
|
|
|
138.6
|
|
|
117.8
|
|
|||
Amortization of turnaround costs
|
29.0
|
|
|
24.5
|
|
|
15.9
|
|
|||
Non-cash interest expense
|
6.6
|
|
|
6.4
|
|
|
7.0
|
|
|||
Non-cash debt extinguishment costs
|
9.1
|
|
|
19.0
|
|
|
3.4
|
|
|||
Provision for doubtful accounts
|
1.1
|
|
|
0.5
|
|
|
0.1
|
|
|||
Unrealized (gain) loss on derivative instruments
|
39.5
|
|
|
0.6
|
|
|
(25.7
|
)
|
|||
Asset impairment
|
33.8
|
|
|
36.0
|
|
|
10.5
|
|
|||
Loss on disposal of fixed assets
|
2.9
|
|
|
4.8
|
|
|
15.2
|
|
|||
Non-cash equity based compensation
|
9.8
|
|
|
6.5
|
|
|
4.8
|
|
|||
Deferred income tax benefit
|
(28.5
|
)
|
|
(1.2
|
)
|
|
—
|
|
|||
Lower of cost or market inventory adjustment
|
81.8
|
|
|
74.1
|
|
|
(2.1
|
)
|
|||
Loss from unconsolidated affiliates
|
61.5
|
|
|
3.4
|
|
|
0.3
|
|
|||
Other non-cash activities
|
5.9
|
|
|
0.7
|
|
|
(10.2
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
138.0
|
|
|
(0.4
|
)
|
|
(32.3
|
)
|
|||
Inventories
|
47.3
|
|
|
43.9
|
|
|
16.4
|
|
|||
Prepaid expenses and other current assets
|
3.4
|
|
|
3.9
|
|
|
6.8
|
|
|||
Derivative activity
|
(7.0
|
)
|
|
6.7
|
|
|
(1.8
|
)
|
|||
Turnaround costs
|
(19.3
|
)
|
|
(27.6
|
)
|
|
(68.6
|
)
|
|||
Other assets
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Accounts payable
|
(119.9
|
)
|
|
(13.1
|
)
|
|
6.8
|
|
|||
Accrued interest payable
|
(6.5
|
)
|
|
15.1
|
|
|
(1.0
|
)
|
|||
Accrued salaries, wages and benefits
|
10.2
|
|
|
(14.7
|
)
|
|
(7.1
|
)
|
|||
Accrued income taxes payable
|
—
|
|
|
—
|
|
|
(27.6
|
)
|
|||
Other taxes payable
|
0.2
|
|
|
(1.1
|
)
|
|
3.0
|
|
|||
Other liabilities
|
73.8
|
|
|
13.7
|
|
|
6.8
|
|
|||
Pension and postretirement benefit obligations
|
(2.3
|
)
|
|
(1.3
|
)
|
|
(2.7
|
)
|
|||
Net cash provided by operating activities
|
376.4
|
|
|
226.8
|
|
|
39.1
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
(339.3
|
)
|
|
(289.9
|
)
|
|
(160.8
|
)
|
|||
Investment in unconsolidated affiliates
|
(58.6
|
)
|
|
(105.4
|
)
|
|
(31.8
|
)
|
|||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(263.6
|
)
|
|
(177.7
|
)
|
|||
Return of investment from unconsolidated affiliate
|
8.4
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of property, plant and equipment
|
0.5
|
|
|
0.1
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(389.0
|
)
|
|
(658.8
|
)
|
|
(370.3
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Proceeds from borrowings — revolving credit facility
|
1,390.0
|
|
|
1,625.1
|
|
|
865.6
|
|
|||
Repayments of borrowings — revolving credit facility
|
(1,429.8
|
)
|
|
(1,474.3
|
)
|
|
(865.6
|
)
|
|||
Repayments of borrowings — senior notes
|
(275.0
|
)
|
|
(500.0
|
)
|
|
(100.0
|
)
|
|||
Repayments of borrowings — acquisition debt assumed
|
—
|
|
|
—
|
|
|
(11.9
|
)
|
|||
Proceeds from borrowings — related party
|
75.0
|
|
|
—
|
|
|
—
|
|
|||
Payments on capital lease obligations
|
(8.0
|
)
|
|
(1.9
|
)
|
|
(1.1
|
)
|
|||
Proceeds from other financing obligations
|
1.1
|
|
|
—
|
|
|
3.5
|
|
|||
Proceeds from public offerings of common units, net
|
164.1
|
|
|
3.6
|
|
|
392.5
|
|
|||
Proceeds from senior notes offerings
|
322.6
|
|
|
900.0
|
|
|
344.7
|
|
|||
Debt issuance costs
|
(5.6
|
)
|
|
(19.9
|
)
|
|
(7.3
|
)
|
|||
Contributions from Calumet GP, LLC
|
3.5
|
|
|
0.1
|
|
|
8.4
|
|
|||
Common units repurchased and taxes paid for phantom unit grants
|
(3.6
|
)
|
|
(2.2
|
)
|
|
(7.1
|
)
|
|||
Cash settlement of unit based compensation
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|||
Distributions to partners
|
(224.6
|
)
|
|
(210.2
|
)
|
|
(201.6
|
)
|
|||
Net cash provided by financing activities
|
9.7
|
|
|
319.4
|
|
|
420.1
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(2.9
|
)
|
|
(112.6
|
)
|
|
88.9
|
|
|||
Cash and cash equivalents at beginning of year
|
8.5
|
|
|
121.1
|
|
|
32.2
|
|
|||
Cash and cash equivalents at end of year
|
$
|
5.6
|
|
|
$
|
8.5
|
|
|
$
|
121.1
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||||||
Interest paid, net of capitalized interest
|
$
|
120.6
|
|
|
$
|
107.8
|
|
|
$
|
91.4
|
|
Income taxes paid
|
$
|
1.1
|
|
|
$
|
0.5
|
|
|
$
|
29.8
|
|
Supplemental disclosure of non-cash investing and financing activities
|
|
|
|
|
|
||||||
Non-cash property, plant and equipment additions
|
$
|
56.5
|
|
|
$
|
39.9
|
|
|
$
|
13.1
|
|
Non-cash capital lease
|
$
|
4.4
|
|
|
$
|
39.4
|
|
|
$
|
—
|
|
|
December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Beginning balance
|
$
|
1.6
|
|
|
$
|
1.2
|
|
|
$
|
1.2
|
|
Provision
|
1.1
|
|
|
0.5
|
|
|
0.1
|
|
|||
Write-offs, net
|
(0.7
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
Ending balance
|
$
|
2.0
|
|
|
$
|
1.6
|
|
|
$
|
1.2
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Raw materials
|
$
|
47.9
|
|
|
$
|
77.8
|
|
Work in process
|
64.0
|
|
|
75.4
|
|
||
Finished goods
|
272.5
|
|
|
360.3
|
|
||
|
$
|
384.4
|
|
|
$
|
513.5
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Land
|
$
|
19.5
|
|
|
$
|
18.3
|
|
Buildings and improvements (10 to 40 years)
|
70.2
|
|
|
66.8
|
|
||
Machinery and equipment (10 to 20 years)
|
1,629.7
|
|
|
1,420.7
|
|
||
Furniture and fixtures (5 to 10 years)
|
28.5
|
|
|
21.8
|
|
||
Assets under capital leases (4 to 26 years)
|
49.0
|
|
|
48.9
|
|
||
Construction-in-progress
|
466.4
|
|
|
354.0
|
|
||
|
2,263.3
|
|
|
1,930.5
|
|
||
Less accumulated depreciation
|
(544.1
|
)
|
|
(466.1
|
)
|
||
|
$
|
1,719.2
|
|
|
$
|
1,464.4
|
|
|
2014 Acquisitions
|
|
2013 Acquisitions
|
||||||||||||||||||||
|
SOS
|
|
Anchor
|
|
United Petroleum
|
|
Bel-Ray
|
|
Crude Oil Logistics
|
|
San Antonio
|
||||||||||||
Accounts receivable
|
$
|
11.6
|
|
|
$
|
75.0
|
|
|
$
|
—
|
|
|
$
|
4.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Inventories
|
2.7
|
|
|
61.2
|
|
|
0.2
|
|
|
11.1
|
|
|
—
|
|
|
17.0
|
|
||||||
Prepaid expenses and other current assets
|
0.1
|
|
|
0.4
|
|
|
—
|
|
|
0.6
|
|
|
0.1
|
|
|
—
|
|
||||||
Deposits
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Deferred tax asset
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Property, plant and equipment, net
|
15.1
|
|
|
35.9
|
|
|
—
|
|
|
6.5
|
|
|
0.9
|
|
|
100.7
|
|
||||||
Investment in unconsolidated affiliates
|
—
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Goodwill
|
0.8
|
|
|
69.0
|
|
|
5.0
|
|
|
9.1
|
|
|
5.2
|
|
|
5.7
|
|
||||||
Other intangible assets, net
|
5.7
|
|
|
74.0
|
|
|
5.2
|
|
|
41.4
|
|
|
—
|
|
|
—
|
|
||||||
Other noncurrent assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||||
Accounts payable
|
(6.2
|
)
|
|
(44.2
|
)
|
|
—
|
|
|
(3.9
|
)
|
|
—
|
|
|
—
|
|
||||||
Accrued salaries, wages and benefits
|
—
|
|
|
(18.2
|
)
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||||
Accrued income taxes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other taxes payable
|
(0.2
|
)
|
|
(1.8
|
)
|
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
||||||
Other current liabilities
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(5.4
|
)
|
||||||
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.9
|
)
|
|
—
|
|
|
—
|
|
||||||
Long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Deferred income tax liability
|
—
|
|
|
(30.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other long-term liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
||||||
Pension and postretirement benefit obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total purchase price, net of cash acquired
|
$
|
29.6
|
|
|
$
|
223.6
|
|
|
$
|
10.4
|
|
|
$
|
53.6
|
|
|
$
|
6.2
|
|
|
$
|
117.9
|
|
|
SOS
|
|
Anchor
|
|
United Petroleum
|
|
Bel-Ray
|
|||||||||||||||||||
|
August 1, 2014
|
|
March 31, 2014
|
|
February 28, 2014
|
|
December 10, 2013
|
|||||||||||||||||||
|
Amount
|
|
Life (Years)
|
|
Amount
|
|
Life (Years)
|
|
Amount
|
|
Life (Years)
|
|
Amount
|
|
Life (Years)
|
|||||||||||
Customer relationships
|
$
|
4.3
|
|
|
15
|
|
|
$
|
52.7
|
|
|
20
|
|
|
$
|
3.8
|
|
|
20
|
|
|
$
|
28.6
|
|
|
30
|
Tradenames
|
1.4
|
|
|
20
|
|
|
18.4
|
|
|
21
|
|
|
1.4
|
|
|
20
|
|
|
4.2
|
|
|
18
|
||||
Trade secrets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.5
|
|
|
18
|
||||
Non-competition agreements
|
—
|
|
|
—
|
|
|
2.9
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
3
|
||||
Totals
|
$
|
5.7
|
|
|
|
|
$
|
74.0
|
|
|
|
|
$
|
5.2
|
|
|
|
|
$
|
41.4
|
|
|
|
|||
Weighted average amortization period
|
|
|
16
|
|
|
|
|
20
|
|
|
|
|
20
|
|
|
|
|
26
|
|
Amount
|
|
Business Segment
|
||
SOS Acquisition
(1)
|
$
|
0.8
|
|
|
Oilfield Services
|
Anchor Acquisition
(1) (3)
|
$
|
69.0
|
|
|
Oilfield Services
|
United Petroleum Acquisition
(1)
|
$
|
5.0
|
|
|
Specialty Products
|
Bel-Ray Acquisition
(1)
|
$
|
9.1
|
|
|
Specialty Products
|
Crude Oil Logistics Acquisition
(2)
|
$
|
5.2
|
|
|
Fuel Products
|
San Antonio Acquisition
(1)
|
$
|
5.7
|
|
|
Fuel Products
|
|
(1)
|
Goodwill recognized relates primarily to enhancing the Company’s strategic platform for expansion in the respective business segment noted above.
|
(2)
|
Goodwill recognized relates primarily to enhancing the Company’s crude oil gathering operations to support the Superior refinery and sales to third party customers.
|
(3)
|
Approximately
$9.7 million
of goodwill associated with the Anchor Acquisition is tax deductible due to Anchor’s tax status as a corporation on the acquisition date.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
SOS Acquisition
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Anchor Acquisition
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
United Petroleum Acquisition
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Bel-Ray Acquisition
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
Crude Oil Logistics Acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
San Antonio Acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
Montana Acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Sales
|
$
|
259.8
|
|
|
$
|
349.1
|
|
|
$
|
—
|
|
Operating loss
|
$
|
(74.5
|
)
|
|
$
|
(19.1
|
)
|
|
$
|
—
|
|
|
Year Ended December 31, 2014
|
||
Sales
|
$
|
5,873.6
|
|
Net loss
|
$
|
(124.6
|
)
|
Limited partners’ interest basic and diluted net loss per unit
|
$
|
(1.97
|
)
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
||||||||||
|
Investment
|
|
Percent Ownership
|
|
Investment
|
|
Percent Ownership
|
||||||
Dakota Prairie Refining, LLC
|
$
|
124.7
|
|
|
50
|
%
|
|
$
|
117.2
|
|
|
50
|
%
|
Juniper GTL LLC
|
—
|
|
|
—
|
%
|
|
18.5
|
|
|
23
|
%
|
||
Other
|
1.3
|
|
|
|
|
|
1.6
|
|
|
|
|
||
Total
|
$
|
126.0
|
|
|
|
|
$
|
137.3
|
|
|
|
•
|
The Company’s financial projections for its reporting units are based on its analysis of various supply and demand factors, which include, among other things, industry-wide capacity, planned utilization rate, end-user demand, crack spreads, capital expenditures and economic conditions. Such estimates are consistent with those used in the Company’s
planning and capital investment reviews and include recent historical prices and published forward prices.
Revenue growth rates assumed for the Company’s reporting unit where impairment was recognized were approximately
(17)%
for 2015 and ranged from
(3)%
to
18%
for 2016 and beyond.
|
•
|
The discount rate used to measure the present value of the projected future cash flows is
based on a variety of factors, including market and economic conditions, operational risk, regulatory risk and political risk. This discount rate is also compared to recent observable market transactions, if possible.
The discount rate used for the Company’s reporting unit where impairment was recognized was approximately
15.5%
per year.
|
|
Specialty
Products |
|
Fuel
Products |
|
Oilfield
Services |
|
|
||||||||
|
|
|
|
Total
|
|||||||||||
Net balance as of December 31, 2013
|
$
|
168.5
|
|
|
$
|
38.5
|
|
|
$
|
—
|
|
|
$
|
207.0
|
|
Acquisitions
(1)
|
5.0
|
|
|
—
|
|
|
69.8
|
|
|
74.8
|
|
||||
Impairment
(2)
|
—
|
|
|
—
|
|
|
(36.0
|
)
|
|
(36.0
|
)
|
||||
Net balance as of December 31, 2014
|
$
|
173.5
|
|
|
$
|
38.5
|
|
|
$
|
33.8
|
|
|
$
|
245.8
|
|
Impairment
(2)
|
—
|
|
|
—
|
|
|
(33.8
|
)
|
|
(33.8
|
)
|
||||
Net balance as of December 31, 2015
|
$
|
173.5
|
|
|
$
|
38.5
|
|
|
$
|
—
|
|
|
$
|
212.0
|
|
|
(1)
|
See
Note 3
for discussion of the acquisitions completed during 2014.
|
(2)
|
Total accumulated goodwill impairment as of
December 31, 2015
and
2014
, is
$69.8 million
and
$36.0 million
, respectively.
|
|
Weighted Average Life (Years)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Gross Amount
|
|
Accumulated Amortization
|
|||||||||
Customer relationships
|
21
|
|
$
|
243.7
|
|
|
$
|
(97.5
|
)
|
|
$
|
243.7
|
|
|
$
|
(68.4
|
)
|
Supplier agreements
|
4
|
|
21.5
|
|
|
(21.5
|
)
|
|
21.5
|
|
|
(21.5
|
)
|
||||
Tradenames
|
16
|
|
46.6
|
|
|
(10.7
|
)
|
|
46.6
|
|
|
(4.9
|
)
|
||||
Trade secrets
|
13
|
|
52.7
|
|
|
(23.4
|
)
|
|
52.7
|
|
|
(16.7
|
)
|
||||
Patents
|
12
|
|
1.6
|
|
|
(1.4
|
)
|
|
1.6
|
|
|
(1.3
|
)
|
||||
Non-competition agreements
|
4
|
|
8.8
|
|
|
(8.8
|
)
|
|
8.8
|
|
|
(7.3
|
)
|
||||
Distributor agreements
|
3
|
|
2.0
|
|
|
(2.0
|
)
|
|
2.0
|
|
|
(2.0
|
)
|
||||
Royalty agreements
|
19
|
|
4.5
|
|
|
(2.0
|
)
|
|
4.5
|
|
|
(1.8
|
)
|
||||
|
18
|
|
$
|
381.4
|
|
|
$
|
(167.3
|
)
|
|
$
|
381.4
|
|
|
$
|
(123.9
|
)
|
Year
|
|
Amortization Amount
|
||
2016
|
|
$
|
37.2
|
|
2017
|
|
$
|
32.3
|
|
2018
|
|
$
|
27.3
|
|
2019
|
|
$
|
22.8
|
|
2020
|
|
$
|
18.8
|
|
Year
|
|
Operating
Leases
|
||
2016
|
|
$
|
42.8
|
|
2017
|
|
37.9
|
|
|
2018
|
|
33.3
|
|
|
2019
|
|
22.2
|
|
|
2020
|
|
16.9
|
|
|
Thereafter
|
|
27.0
|
|
|
Total
|
|
$
|
180.1
|
|
Year
|
|
Commitment
|
||
2016
|
|
$
|
493.6
|
|
2017
|
|
149.8
|
|
|
2018
|
|
87.6
|
|
|
2019
|
|
80.3
|
|
|
2020
|
|
—
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
811.3
|
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Borrowings under amended and restated senior secured revolving credit agreement with third-party lenders, interest payments quarterly, borrowings due July 2019, weighted average interest rates of 3.3% and 2.6% at December 31, 2015 and 2014, respectively
|
$
|
111.0
|
|
|
$
|
150.8
|
|
Borrowings under 2020 Notes, interest at a fixed rate of 9.625%, interest payments semiannually, borrowings due August 2020, effective interest rate of 10.1% for each year ended December 31, 2015 and 2014
|
—
|
|
|
275.0
|
|
||
Borrowings under 2021 Notes, interest at a fixed rate of 6.50%, interest payments semiannually, borrowings due April 2021, effective interest rates of 6.8% and 6.7% for the year ended December 31, 2015 and 2014, respectively
|
900.0
|
|
|
900.0
|
|
||
Borrowings under 2022 Notes, interest at a fixed rate of 7.625%, interest payments semiannually, borrowings due January 2022, effective interest rate of 8.0% for each year ended December 31, 2015 and 2014
(1)
|
352.9
|
|
|
352.5
|
|
||
Borrowings under 2023 Notes, interest at a fixed rate of 7.75%, interest payments semiannually, borrowings due April 2023, effective interest rate of 8.0% for the year ended December 31, 2015
|
325.0
|
|
|
—
|
|
||
Related party note payable, interest at a fixed rate of 6.0% on a portion of the note, interest payments at various dates, borrowings due July 2016, weighted average interest rate of 6% for the year ended December 31, 2015
|
73.5
|
|
|
—
|
|
||
Capital lease obligations, at various interest rates, interest and principal payments monthly through October 2034
|
46.4
|
|
|
43.6
|
|
||
Less unamortized debt issuance costs
(2)
|
(28.9
|
)
|
|
(34.7
|
)
|
||
Less unamortized discounts
|
(6.5
|
)
|
|
(8.4
|
)
|
||
Total long-term debt
|
1,773.4
|
|
|
1,678.8
|
|
||
Less current portion of note payable - related party
|
73.5
|
|
|
—
|
|
||
Less current portion of long-term debt
|
1.7
|
|
|
0.6
|
|
||
|
$
|
1,698.2
|
|
|
$
|
1,678.2
|
|
|
(1)
|
The balance includes a fair value interest rate hedge adjustment, which increased the debt balance by
$2.9 million
and
$2.5 million
as of
December 31, 2015
and
2014
, respectively (refer to
Note 8
for additional information on the interest rate swap designated as a fair value hedge).
|
(2)
|
Deferred debt issuance costs are being amortized by the effective interest rate method over the lives of the related debt instruments. These amounts are net of accumulated amortization of
$8.1 million
and
$4.3 million
at
December 31, 2015
and
2014
, respectively.
|
Year
|
|
Percentage
|
|
2018
|
|
105.813
|
%
|
2019
|
|
103.875
|
%
|
2020
|
|
101.938
|
%
|
2021 and thereafter
|
|
100.000
|
%
|
Year
|
|
Percentage
|
|
2017
|
|
103.250
|
%
|
2018
|
|
101.625
|
%
|
2019 and thereafter
|
|
100.000
|
%
|
Year
|
|
Percentage
|
|
2018
|
|
103.813
|
%
|
2019
|
|
101.906
|
%
|
2020 and thereafter
|
|
100.000
|
%
|
Quarterly Average Availability Percentage
|
|
Margin on Base Rate
Revolving Loans
|
|
Margin on LIBOR
Revolving Loans
|
≥ 66%
|
|
0.50%
|
|
1.50%
|
≥ 33% and < 66%
|
|
0.75%
|
|
1.75%
|
< 33%
|
|
1.00%
|
|
2.00%
|
Year
|
|
Capital
Leases
|
||
2016
|
|
$
|
8.2
|
|
2017
|
|
7.9
|
|
|
2018
|
|
7.8
|
|
|
2019
|
|
7.4
|
|
|
2020
|
|
6.9
|
|
|
Thereafter
|
|
96.2
|
|
|
Total minimum lease payments
|
|
134.4
|
|
|
Less amount representing interest
|
|
88.0
|
|
|
Capital lease obligations
|
|
46.4
|
|
|
Less obligations due within one year
|
|
1.7
|
|
|
Long-term capital lease obligations
|
|
$
|
44.7
|
|
Year
|
|
Maturity
|
||
2016
|
|
$
|
76.7
|
|
2017
|
|
1.6
|
|
|
2018
|
|
1.5
|
|
|
2019
|
|
112.3
|
|
|
2020
|
|
0.9
|
|
|
Thereafter
|
|
1,614.4
|
|
|
Total
|
|
$
|
1,807.4
|
|
•
|
crude oil purchases and sales;
|
•
|
fuel product sales and purchases;
|
•
|
natural gas purchases;
|
•
|
precious metals purchases: and
|
•
|
fluctuations in the value of crude oil between geographic regions and between the different types of crude oil such as NYMEX West Texas Intermediate (“NYMEX WTI”), Light Louisiana Sweet (“LLS”), Western Canadian Select (“WCS”), Mixed Sweet Blend (“MSW”) and ICE Brent (“Brent”).
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amounts of Assets Presented in the Consolidated Balance Sheets
|
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amounts of Assets Presented in the Consolidated Balance Sheets
|
||||||||||||
|
|
||||||||||||||||||||||
Derivative instruments designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Fuel products segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Crude oil swaps
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(10.0
|
)
|
|
$
|
(10.0
|
)
|
Gasoline swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
15.9
|
|
|
(4.4
|
)
|
|
11.5
|
|
||||||
Swaps not allocated to a specific segment:
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
2.5
|
|
||||||
Total derivative instruments designated as hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
18.4
|
|
|
(14.4
|
)
|
|
4.0
|
|
||||||
Derivative instruments not designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Specialty products segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural gas swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.2
|
)
|
|
(7.2
|
)
|
||||||
Natural gas collars
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(0.6
|
)
|
|
(0.5
|
)
|
||||||
Platinum swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||||
Fuel products segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Crude oil swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
31.4
|
|
|
(111.2
|
)
|
|
(79.8
|
)
|
||||||
Crude oil basis swaps
|
0.4
|
|
|
(0.4
|
)
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
||||||
Crude oil percentage basis swaps
|
0.2
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||||
Crude oil options
|
0.8
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Gasoline swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|
(0.4
|
)
|
|
2.0
|
|
||||||
Diesel swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
116.1
|
|
|
(19.1
|
)
|
|
97.0
|
|
||||||
Diesel crack spread swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|
4.5
|
|
||||||
Jet fuel swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
7.9
|
|
|
(5.2
|
)
|
|
2.7
|
|
||||||
Total derivative instruments not designated as hedges
|
1.4
|
|
|
(1.4
|
)
|
|
—
|
|
|
163.2
|
|
|
(144.0
|
)
|
|
19.2
|
|
||||||
Total derivative instruments
|
$
|
1.4
|
|
|
$
|
(1.4
|
)
|
|
$
|
—
|
|
|
$
|
181.6
|
|
|
$
|
(158.4
|
)
|
|
$
|
23.2
|
|
|
Amount of Gain (Loss)
Recognized in
Accumulated Other
Comprehensive
Income (Loss) on Derivatives
(Effective Portion)
|
|
Amount of Gain (Loss)
Reclassified from
Accumulated Other
Comprehensive Income (Loss) into
Net Loss (Effective Portion)
|
|
Amount of Gain (Loss) Recognized in Net
Loss on Derivatives
(Ineffective Portion)
|
||||||||||||||||||||||
|
Year Ended December 31,
|
|
Location of
(Gain) Loss
|
|
Year Ended December 31,
|
|
Location of
Gain (Loss)
|
|
Year Ended December 31,
|
||||||||||||||||||
Type of Derivative
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
||||||||||||||
Specialty products segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Crude oil swaps
|
$
|
—
|
|
|
$
|
—
|
|
|
Cost of sales
|
|
$
|
3.0
|
|
|
$
|
1.8
|
|
|
Unrealized/Realized
|
|
$
|
—
|
|
|
$
|
—
|
|
Fuel products segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Crude oil swaps
|
(5.6
|
)
|
|
(185.8
|
)
|
|
Cost of sales
|
|
(170.3
|
)
|
|
44.2
|
|
|
Unrealized/Realized
|
|
(0.2
|
)
|
|
4.8
|
|
||||||
Gasoline swaps
|
5.7
|
|
|
56.3
|
|
|
Sales
|
|
44.7
|
|
|
(1.4
|
)
|
|
Unrealized/Realized
|
|
0.7
|
|
|
(7.6
|
)
|
||||||
Diesel swaps
|
(8.8
|
)
|
|
220.0
|
|
|
Sales
|
|
121.6
|
|
|
(6.7
|
)
|
|
Unrealized/Realized
|
|
—
|
|
|
—
|
|
||||||
Jet fuel swaps
|
1.4
|
|
|
23.7
|
|
|
Sales
|
|
13.1
|
|
|
(0.9
|
)
|
|
Unrealized/Realized
|
|
—
|
|
|
0.6
|
|
||||||
Total
|
$
|
(7.3
|
)
|
|
$
|
114.2
|
|
|
|
|
$
|
12.1
|
|
|
$
|
37.0
|
|
|
|
|
$
|
0.5
|
|
|
$
|
(2.2
|
)
|
Year
|
|
Accumulated Other Comprehensive Income
|
||
2016
|
|
$
|
6.4
|
|
Total
|
|
$
|
6.4
|
|
|
Amount of Gain (Loss)
Recognized in Realized Gain
(Loss) on Derivative Instruments
|
|
Amount of Gain (Loss)
Recognized in Unrealized Gain
(Loss) on Derivative Instruments
|
||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||
Type of Derivative
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Specialty products segment:
|
|
|
|
|
|
|
|
||||||||
Natural gas swaps
|
$
|
(10.7
|
)
|
|
$
|
1.1
|
|
|
$
|
(2.5
|
)
|
|
$
|
(11.9
|
)
|
Platinum swaps
|
(0.8
|
)
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
||||
Fuel products segment:
|
|
|
|
|
|
|
|
||||||||
Crude oil swaps
|
(67.6
|
)
|
|
(48.5
|
)
|
|
52.0
|
|
|
(61.9
|
)
|
||||
Crude oil basis swaps
|
1.1
|
|
|
5.7
|
|
|
(7.8
|
)
|
|
0.1
|
|
||||
Crude oil percentage basis swaps
|
(3.2
|
)
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||
Crude oil options
|
6.1
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
||||
Gasoline swaps
|
(20.0
|
)
|
|
(2.2
|
)
|
|
(0.7
|
)
|
|
10.1
|
|
||||
Gasoline crack spread swaps
|
(5.5
|
)
|
|
—
|
|
|
(4.3
|
)
|
|
—
|
|
||||
Gasoline crack spread collars
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
||||
Diesel swaps
|
82.3
|
|
|
76.3
|
|
|
(68.7
|
)
|
|
71.5
|
|
||||
Diesel crack spread swaps
|
24.3
|
|
|
(3.6
|
)
|
|
—
|
|
|
4.5
|
|
||||
Diesel percentage basis crack spread swaps
|
(0.1
|
)
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
||||
Diesel crack spread collars
|
—
|
|
|
1.0
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Jet fuel swaps
|
1.6
|
|
|
3.2
|
|
|
(1.6
|
)
|
|
0.7
|
|
||||
Jet fuel crack spread swaps
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
||||
Natural gas swaps
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
||||
Total
|
$
|
7.5
|
|
|
$
|
32.5
|
|
|
$
|
(39.4
|
)
|
|
$
|
12.9
|
|
Natural Gas Swap Contracts by Expiration Dates
|
MMBtu
|
|
$/MMBtu
|
|||
First Quarter 2016
|
1,580,000
|
|
|
$
|
4.24
|
|
Second Quarter 2016
|
1,380,000
|
|
|
$
|
4.26
|
|
Third Quarter 2016
|
1,380,000
|
|
|
$
|
4.26
|
|
Fourth Quarter 2016
|
1,540,000
|
|
|
$
|
4.14
|
|
Calendar Year 2017
|
4,950,000
|
|
|
$
|
3.85
|
|
Total
|
10,830,000
|
|
|
|
||
Average price
|
|
|
$
|
4.05
|
|
Natural Gas Swap Contracts by Expiration Dates
|
MMBtu
|
|
$/MMBtu
|
|||
First Quarter 2015
|
1,770,000
|
|
|
$
|
4.09
|
|
Second Quarter 2015
|
1,500,000
|
|
|
$
|
4.11
|
|
Third Quarter 2015
|
1,500,000
|
|
|
$
|
4.11
|
|
Fourth Quarter 2015
|
1,900,000
|
|
|
$
|
4.12
|
|
Calendar Year 2016
|
5,880,000
|
|
|
$
|
4.22
|
|
Calendar Year 2017
|
1,830,000
|
|
|
$
|
4.28
|
|
Total
|
14,380,000
|
|
|
|
||
Average price
|
|
|
$
|
4.18
|
|
Natural Gas Collars by Expiration Dates
|
MMBtu
|
|
Average Bought Call ($/MMBtu)
|
|
Average Sold Put ($/MMBtu)
|
|||||
First Quarter 2016
|
180,000
|
|
|
$
|
4.25
|
|
|
$
|
3.89
|
|
Second Quarter 2016
|
180,000
|
|
|
$
|
4.25
|
|
|
$
|
3.89
|
|
Third Quarter 2016
|
180,000
|
|
|
$
|
4.25
|
|
|
$
|
3.89
|
|
Fourth Quarter 2016
|
60,000
|
|
|
$
|
4.25
|
|
|
$
|
3.89
|
|
Total
|
600,000
|
|
|
|
|
|
||||
Average price
|
|
|
$
|
4.25
|
|
|
$
|
3.89
|
|
Natural Gas Collars by Expiration Dates
|
MMBtu
|
|
Average Bought Call ($/MMBtu)
|
|
Average Sold Put ($/MMBtu)
|
|||||
First Quarter 2015
|
240,000
|
|
|
$
|
4.25
|
|
|
$
|
3.79
|
|
Second Quarter 2015
|
240,000
|
|
|
$
|
4.25
|
|
|
$
|
3.79
|
|
Third Quarter 2015
|
240,000
|
|
|
$
|
4.25
|
|
|
$
|
3.79
|
|
Fourth Quarter 2015
|
200,000
|
|
|
$
|
4.25
|
|
|
$
|
3.85
|
|
Calendar Year 2016
|
600,000
|
|
|
$
|
4.25
|
|
|
$
|
3.89
|
|
Total
|
1,520,000
|
|
|
|
|
|
||||
Average price
|
|
|
$
|
4.25
|
|
|
$
|
3.84
|
|
Crude Oil Swap Contracts by Expiration Dates
|
Barrels Purchased
|
|
BPD
|
|
Average Swap
($/Bbl) |
||||
First Quarter 2016
|
29,120
|
|
|
320
|
|
|
$
|
44.06
|
|
Second Quarter 2016
|
29,120
|
|
|
320
|
|
|
$
|
44.06
|
|
Third Quarter 2016
|
29,440
|
|
|
320
|
|
|
$
|
44.06
|
|
Fourth Quarter 2016
|
29,440
|
|
|
320
|
|
|
$
|
44.06
|
|
Calendar Year 2017
|
630,720
|
|
|
1,728
|
|
|
$
|
54.94
|
|
Total
|
747,840
|
|
|
|
|
|
|||
Average price
|
|
|
|
|
$
|
53.24
|
|
Crude Oil Swap Contracts by Expiration Dates
|
Barrels Purchased
|
|
BPD
|
|
Average Swap
($/Bbl) |
||||
First Quarter 2015
|
315,000
|
|
|
3,500
|
|
|
$
|
97.71
|
|
Total
|
315,000
|
|
|
|
|
|
|||
Average price
|
|
|
|
|
$
|
97.71
|
|
Crude Oil Swap Contracts by Expiration Dates
|
Barrels Purchased
|
|
BPD
|
|
Average Swap
($/Bbl) |
||||
First Quarter 2015
|
1,674,000
|
|
|
18,600
|
|
|
$
|
89.55
|
|
Second Quarter 2015
|
91,000
|
|
|
1,000
|
|
|
$
|
89.89
|
|
Third Quarter 2015
|
386,400
|
|
|
4,200
|
|
|
$
|
69.20
|
|
Fourth Quarter 2015
|
386,400
|
|
|
4,200
|
|
|
$
|
69.20
|
|
Calendar Year 2016
|
972,828
|
|
|
2,658
|
|
|
$
|
78.02
|
|
Total
|
3,510,628
|
|
|
|
|
|
|||
Average price
|
|
|
|
|
$
|
81.89
|
|
Crude Oil Swap Contracts by Expiration Dates
|
Barrels Sold
|
|
BPD
|
|
Average Swap
($/Bbl) |
||||
First Quarter 2015
|
1,674,000
|
|
|
18,600
|
|
|
$
|
84.21
|
|
Total
|
1,674,000
|
|
|
|
|
|
|||
Average price
|
|
|
|
|
$
|
84.21
|
|
Crude Oil Basis Swap Contracts by Expiration Dates
|
Barrels Purchased
|
|
BPD
|
|
Average Differential to NYMEX WTI
($/Bbl) |
||||
First Quarter 2016
|
182,000
|
|
|
2,000
|
|
|
$
|
2.40
|
|
Second Quarter 2016
|
182,000
|
|
|
2,000
|
|
|
$
|
2.40
|
|
Third Quarter 2016
|
184,000
|
|
|
2,000
|
|
|
$
|
2.40
|
|
Fourth Quarter 2016
|
184,000
|
|
|
2,000
|
|
|
$
|
2.40
|
|
Total
|
732,000
|
|
|
|
|
|
|||
Average differential
|
|
|
|
|
$
|
2.40
|
|
Crude Oil Basis Swap Contracts by Expiration Dates
|
Barrels Purchased
|
|
BPD
|
|
Average Differential to NYMEX WTI
($/Bbl) |
||||
First Quarter 2016
|
91,000
|
|
|
1,000
|
|
|
$
|
(14.10
|
)
|
Second Quarter 2016
|
91,000
|
|
|
1,000
|
|
|
$
|
(14.10
|
)
|
Third Quarter 2016
|
92,000
|
|
|
1,000
|
|
|
$
|
(14.10
|
)
|
Fourth Quarter 2016
|
92,000
|
|
|
1,000
|
|
|
$
|
(14.10
|
)
|
Calendar Year 2017
|
365,000
|
|
|
1,000
|
|
|
$
|
(13.70
|
)
|
Total
|
731,000
|
|
|
|
|
|
|||
Average differential
|
|
|
|
|
$
|
(13.90
|
)
|
Crude Oil Basis Swap Contracts by Expiration Dates
|
Barrels Purchased
|
|
BPD
|
|
Average Differential to NYMEX WTI
($/Bbl) |
||||
First Quarter 2015
|
118,000
|
|
|
2,000
|
|
|
$
|
(22.40
|
)
|
Total
|
118,000
|
|
|
|
|
|
|||
Average differential
|
|
|
|
|
$
|
(22.40
|
)
|
Crude Oil Percentage Basis Swap Contracts by Expiration Dates
|
Barrels Purchased
|
|
BPD
|
|
Fixed Percentage of NYMEX WTI (Average % of WTI/Bbl)
|
|||
First Quarter 2016
|
728,000
|
|
|
8,000
|
|
|
73.5
|
%
|
Second Quarter 2016
|
728,000
|
|
|
8,000
|
|
|
73.5
|
%
|
Third Quarter 2016
|
736,000
|
|
|
8,000
|
|
|
73.5
|
%
|
Fourth Quarter 2016
|
736,000
|
|
|
8,000
|
|
|
73.5
|
%
|
Calendar Year 2017
|
730,000
|
|
|
2,000
|
|
|
73.0
|
%
|
Total
|
3,658,000
|
|
|
|
|
|
||
Average percentage
|
|
|
|
|
73.4
|
%
|
Crude Oil Percentage Basis Swap Contracts by Expiration Dates
|
Barrels Purchased
|
|
BPD
|
|
Fixed Percentage of NYMEX WTI (Average % of WTI/
B
bl)
|
|||
Third Quarter 2015
|
184,000
|
|
|
2,000
|
|
|
73.0
|
%
|
Fourth Quarter 2015
|
184,000
|
|
|
2,000
|
|
|
73.0
|
%
|
Total
|
368,000
|
|
|
|
|
|
||
Average percentage
|
|
|
|
|
73.0
|
%
|
Crude Oil Option Contracts by Expiration Dates
|
Barrels Purchased
|
|
BPD
|
|
Average Bought Call ($/Bbl)
|
||||
Fourth Quarter 2016
|
350,000
|
|
|
11,290
|
|
|
$
|
55.00
|
|
Total
|
350,000
|
|
|
|
|
|
|||
Average price
|
|
|
|
|
$
|
55.00
|
|
Gasoline Swap Contracts by Expiration Dates
|
Barrels Sold
|
|
BPD
|
|
Average Swap
($/Bbl)
|
||||
First Quarter 2015
|
315,000
|
|
|
3,500
|
|
|
$
|
109.68
|
|
Total
|
315,000
|
|
|
|
|
|
|||
Average price
|
|
|
|
|
$
|
109.68
|
|
Gasoline Swap Contracts by Expiration Dates
|
Barrels Purchased
|
|
BPD
|
|
Average Swap
($/Bbl) |
||||
First Quarter 2015
|
45,000
|
|
|
500
|
|
|
$
|
78.12
|
|
Total
|
45,000
|
|
|
|
|
|
|||
Average price
|
|
|
|
|
$
|
78.12
|
|
Gasoline Swap Contracts by Expiration Dates
|
Barrels Sold
|
|
BPD
|
|
Average Swap
($/Bbl)
|
||||
First Quarter 2015
|
45,000
|
|
|
500
|
|
|
$
|
111.72
|
|
Total
|
45,000
|
|
|
|
|
|
|||
Average price
|
|
|
|
|
$
|
111.72
|
|
Gasoline Crack Spread Swap Contracts by Expiration Dates
|
Barrels Sold
|
|
BPD
|
|
Average Swap
($/Bbl) |
||||
First Quarter 2016
|
873,000
|
|
|
9,593
|
|
|
$
|
8.98
|
|
Total
|
873,000
|
|
|
|
|
|
|||
Average price
|
|
|
|
|
$
|
8.98
|
|
Diesel Swap Contracts by Expiration Dates
|
Barrels Purchased
|
|
BPD
|
|
Average Swap
($/Bbl)
|
||||
First Quarter 2015
|
1,449,000
|
|
|
16,100
|
|
|
$
|
105.78
|
|
Total
|
1,449,000
|
|
|
|
|
|
|||
Average price
|
|
|
|
|
$
|
105.78
|
|
Diesel Swap Contracts by Expiration Dates
|
Barrels Sold
|
|
BPD
|
|
Average Swap
($/Bbl) |
||||
First Quarter 2015
|
1,449,000
|
|
|
16,100
|
|
|
$
|
116.27
|
|
Second Quarter 2015
|
91,000
|
|
|
1,000
|
|
|
$
|
117.92
|
|
Third Quarter 2015
|
322,000
|
|
|
3,500
|
|
|
$
|
95.04
|
|
Fourth Quarter 2015
|
322,000
|
|
|
3,500
|
|
|
$
|
95.04
|
|
Calendar Year 2016
|
915,000
|
|
|
2,500
|
|
|
$
|
104.32
|
|
Total
|
3,099,000
|
|
|
|
|
|
|||
Average price
|
|
|
|
|
$
|
108.38
|
|
Diesel Percentage Basis Crack Spread Swap Contracts by Expiration Dates
|
Barrels Sold
|
|
BPD
|
|
Average % of WTI/Bbl
|
|||
Third Quarter 2015
|
414,000
|
|
|
4,500
|
|
|
33.2
|
%
|
Fourth Quarter 2015
|
414,000
|
|
|
4,500
|
|
|
33.2
|
%
|
Calendar Year 2016
|
1,647,000
|
|
|
4,500
|
|
|
31.7
|
%
|
Total
|
2,475,000
|
|
|
|
|
|
||
Average percentage
|
|
|
|
|
32.2
|
%
|
Jet Fuel Swap Contracts by Expiration Dates
|
Barrels Purchased
|
|
BPD
|
|
Average Swap ($/Bbl)
|
||||
First Quarter 2015
|
180,000
|
|
|
2,000
|
|
|
$
|
100.91
|
|
Total
|
180,000
|
|
|
|
|
|
|||
Average price
|
|
|
|
|
$
|
100.91
|
|
Jet Fuel Swap Contracts by Expiration Dates
|
Barrels Sold
|
|
BPD
|
|
Average Swap
($/Bbl)
|
||||
First Quarter 2015
|
180,000
|
|
|
2,000
|
|
|
$
|
115.65
|
|
Total
|
180,000
|
|
|
|
|
|
|||
Average price
|
|
|
|
|
$
|
115.65
|
|
Natural Gas Swap Contracts by Expiration Dates
|
MMBtu
|
|
$/MMBtu
|
|||
First Quarter 2016
|
603,000
|
|
|
$
|
3.01
|
|
Second Quarter 2016
|
603,000
|
|
|
$
|
2.99
|
|
Third Quarter 2016
|
606,000
|
|
|
$
|
3.03
|
|
Fourth Quarter 2016
|
790,000
|
|
|
$
|
3.02
|
|
Total
|
2,602,000
|
|
|
|
||
Average price
|
|
|
$
|
3.01
|
|
•
|
Level 1 — inputs include observable unadjusted quoted prices in active markets for identical assets or liabilities
|
•
|
Level 2 — inputs include other than quoted prices in active markets that are either directly or indirectly observable
|
•
|
Level 3 — inputs include unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Crude oil swaps
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(89.8
|
)
|
|
$
|
(89.8
|
)
|
Crude oil basis swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
0.8
|
|
||||||||
Crude oil percentage basis swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||||||
Gasoline swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.5
|
|
|
13.5
|
|
||||||||
Diesel swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97.0
|
|
|
97.0
|
|
||||||||
Diesel crack spread swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
|
4.5
|
|
||||||||
Jet fuel swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
2.7
|
|
||||||||
Natural gas swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.2
|
)
|
|
(7.2
|
)
|
||||||||
Natural gas collars
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
||||||||
Platinum swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||||||
Interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
2.5
|
|
||||||||
Total derivative assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.2
|
|
|
23.2
|
|
||||||||
Pension plan investments
|
0.4
|
|
|
47.1
|
|
|
—
|
|
|
47.5
|
|
|
0.2
|
|
|
49.4
|
|
|
—
|
|
|
49.6
|
|
||||||||
Total recurring assets at fair value
|
$
|
0.4
|
|
|
$
|
47.1
|
|
|
$
|
—
|
|
|
$
|
47.5
|
|
|
$
|
0.2
|
|
|
$
|
49.4
|
|
|
$
|
23.2
|
|
|
$
|
72.8
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Crude oil swaps
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5.2
|
)
|
|
$
|
(5.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
|
$
|
5.0
|
|
Crude oil basis swaps
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Crude oil percentage basis swaps
|
—
|
|
|
—
|
|
|
(6.7
|
)
|
|
(6.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Crude oil options
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Gasoline swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|
3.8
|
|
||||||||
Gasoline crack spread swaps
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
|
(4.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Diesel swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.0
|
)
|
|
(9.0
|
)
|
||||||||
Natural gas swaps
|
—
|
|
|
—
|
|
|
(16.2
|
)
|
|
(16.2
|
)
|
|
—
|
|
|
—
|
|
|
(4.9
|
)
|
|
(4.9
|
)
|
||||||||
Natural gas collars
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
||||||||
Total derivative liabilities
|
—
|
|
|
—
|
|
|
(33.9
|
)
|
|
(33.9
|
)
|
|
—
|
|
|
—
|
|
|
(5.6
|
)
|
|
(5.6
|
)
|
||||||||
RINs Obligation
|
—
|
|
|
(88.4
|
)
|
|
—
|
|
|
(88.4
|
)
|
|
—
|
|
|
(16.3
|
)
|
|
—
|
|
|
(16.3
|
)
|
||||||||
Liability Awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
||||||||
Total recurring liabilities at fair value
|
$
|
—
|
|
|
$
|
(88.4
|
)
|
|
$
|
(33.9
|
)
|
|
$
|
(122.3
|
)
|
|
$
|
(4.7
|
)
|
|
$
|
(16.3
|
)
|
|
$
|
(5.6
|
)
|
|
$
|
(26.6
|
)
|
|
Derivative Instruments, Net
|
||||||
|
For the Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Fair value at January 1,
|
$
|
17.6
|
|
|
$
|
(54.8
|
)
|
Realized gain on derivative instruments
|
(8.1
|
)
|
|
(43.8
|
)
|
||
Unrealized loss on derivative instruments
|
(39.5
|
)
|
|
(0.6
|
)
|
||
Interest income, net
|
(0.5
|
)
|
|
(0.8
|
)
|
||
Change in fair value of cash flow hedges
|
(7.3
|
)
|
|
114.2
|
|
||
Settlements
|
3.9
|
|
|
3.4
|
|
||
Transfers in (out) of Level 3
|
—
|
|
|
—
|
|
||
Fair value at December 31,
|
$
|
(33.9
|
)
|
|
$
|
17.6
|
|
Total loss included in net loss attributable to changes in unrealized loss relating to financial assets and liabilities held as of December 31,
|
$
|
(39.5
|
)
|
|
$
|
(0.6
|
)
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Level
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Financial Instrument:
|
|
|
|
|
|
|
|
|
|
||||||||
Senior notes
|
1
|
|
$
|
1,095.8
|
|
|
$
|
1,230.8
|
|
|
$
|
630.0
|
|
|
$
|
606.6
|
|
Senior notes
|
2
|
|
$
|
294.1
|
|
|
$
|
317.6
|
|
|
$
|
803.3
|
|
|
$
|
885.3
|
|
Revolving credit facility
|
3
|
|
$
|
105.1
|
|
|
$
|
105.1
|
|
|
$
|
143.3
|
|
|
$
|
143.3
|
|
Note payable - related party
|
3
|
|
$
|
73.5
|
|
|
$
|
73.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Capital lease and other obligations
|
3
|
|
$
|
46.4
|
|
|
$
|
46.4
|
|
|
$
|
43.6
|
|
|
$
|
43.6
|
|
•
|
Rights to receive distributions of available cash within
45
days after the end of each quarter, to the extent the Company has sufficient cash from operations after the establishment of cash reserves.
|
•
|
Limited partners have limited voting rights on matters affecting the Company’s business. The general partner may consider only the interests and factors that it desires and has no duty or obligation to give any consideration of any interests of the Company’s limited partners. Limited partners have no right to elect the board of directors of the Company’s general partner.
|
•
|
The vote of the holders of at least
66
2/3
% of all outstanding units voting together as a single class is required to remove the general partner. Any holder, other than the general partner or the general partner’s affiliates, that owns
20%
or more of any class of units outstanding cannot vote on any matter.
|
•
|
The Company may issue an unlimited number of limited partner interests without the approval of the limited partners.
|
•
|
Limited partners may be required to sell their units to the general partner if at any time the general partner owns more than
80%
of the issued and outstanding common units.
|
|
Total Quarterly
Distribution Per Common Unit
|
|
Marginal Percentage
Interest in Distributions
|
||||
|
Target Amount
|
|
Unitholders
|
|
General Partner
|
||
Minimum Quarterly Distribution
|
$0.45
|
|
98
|
%
|
|
2
|
%
|
First Target Distribution
|
up to $0.495
|
|
98
|
%
|
|
2
|
%
|
Second Target Distribution
|
above $0.495 up to $0.563
|
|
85
|
%
|
|
15
|
%
|
Third Target Distribution
|
above $0.563 up to $0.675
|
|
75
|
%
|
|
25
|
%
|
Thereafter
|
above $0.675
|
|
50
|
%
|
|
50
|
%
|
Closing Date
|
|
Number of Common Units Offered
|
|
Price per Unit
|
|
Net Proceeds
(1)
|
|
General Partner Contribution
(2)
|
|
Underwriting Discount
|
|
Use of Proceeds
|
|||||||||
January 8, 2013
|
|
5,750,000
|
|
(3)
|
$
|
31.81
|
|
|
$
|
175.2
|
|
|
$
|
3.8
|
|
|
$
|
7.4
|
|
|
Net proceeds were used to repay borrowings under the revolving credit facility and for general partnership purposes.
|
April 1, 2013
|
|
6,037,500
|
|
(4)
|
$
|
37.50
|
|
|
$
|
217.3
|
|
|
$
|
4.6
|
|
|
$
|
9.1
|
|
|
Net proceeds were used for general partnership purposes.
|
March 13, 2015
|
|
6,000,000
|
|
|
$
|
26.75
|
|
|
$
|
153.9
|
|
|
$
|
3.3
|
|
|
$
|
6.4
|
|
|
Net proceeds were used to redeem a portion of the 2020 Notes and to repay borrowings under the revolving credit facility.
|
|
(1)
|
Proceeds are net of underwriting discounts, commissions and expenses but before the general partner’s capital contribution.
|
(2)
|
The Company’s general partner contributions were made to retain its
2%
general partner interest.
|
(3)
|
Includes the full exercise of the overallotment option of
750,000
common units which closed concurrently with the
5,000,000
firm units on January 8, 2013.
|
(4)
|
Includes the full exercise of the overallotment option of
787,500
common units which closed on April 4, 2013.
|
|
Number of
Phantom Units
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
Non-vested at January 1, 2013
|
835,927
|
|
|
$
|
27.57
|
|
Granted
|
483,044
|
|
|
27.73
|
|
|
Vested
|
(276,115
|
)
|
|
24.22
|
|
|
Forfeited
|
(354,600
|
)
|
|
30.60
|
|
|
Non-vested at December 31, 2013
|
688,256
|
|
|
$
|
23.70
|
|
Granted
|
477,527
|
|
|
25.97
|
|
|
Vested
|
(280,263
|
)
|
|
23.72
|
|
|
Forfeited
|
(383,400
|
)
|
|
25.59
|
|
|
Non-vested at December 31, 2014
|
502,120
|
|
|
$
|
26.48
|
|
Granted
|
343,533
|
|
|
21.70
|
|
|
Vested
|
(321,741
|
)
|
|
23.54
|
|
|
Forfeited
|
(103,188
|
)
|
|
23.94
|
|
|
Non-vested at December 31, 2015
|
420,724
|
|
|
$
|
24.27
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
401(k) Plan matching contribution expense
|
$
|
5.9
|
|
|
$
|
5.4
|
|
|
$
|
4.1
|
|
Profit sharing expense
|
$
|
—
|
|
|
$
|
1.2
|
|
|
$
|
0.9
|
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
Pension Plan
|
||||||
Change in projected benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
69.3
|
|
|
$
|
57.2
|
|
Service cost
|
0.5
|
|
|
0.4
|
|
||
Interest cost
|
2.6
|
|
|
2.6
|
|
||
Plan curtailment
|
(0.9
|
)
|
|
—
|
|
||
Benefits paid
|
(2.6
|
)
|
|
(2.5
|
)
|
||
Actuarial (gain) loss
|
(8.6
|
)
|
|
11.7
|
|
||
Administrative expense
|
—
|
|
|
(0.1
|
)
|
||
Benefit obligation at end of year
|
$
|
60.3
|
|
|
$
|
69.3
|
|
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
49.6
|
|
|
$
|
45.8
|
|
Benefit payments
|
(2.6
|
)
|
|
(2.5
|
)
|
||
Actual return on assets
|
(1.0
|
)
|
|
4.9
|
|
||
Administrative expense
|
—
|
|
|
(0.1
|
)
|
||
Employer contribution
|
1.5
|
|
|
1.5
|
|
||
Fair value of plan assets at end of year
|
$
|
47.5
|
|
|
$
|
49.6
|
|
Funded status — benefit obligation in excess of plan assets
|
$
|
(12.8
|
)
|
|
$
|
(19.7
|
)
|
Reconciliation of amounts recognized in the consolidated balance sheets:
|
|
|
|
||||
Accrued benefit obligation, long-term
|
$
|
(12.8
|
)
|
|
$
|
(19.7
|
)
|
Unrecognized net actuarial loss
|
6.8
|
|
|
11.9
|
|
||
Accumulated other comprehensive loss
|
6.8
|
|
|
11.9
|
|
||
Net amount recognized at end of year
|
$
|
(6.0
|
)
|
|
$
|
(7.8
|
)
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Accumulated benefit obligation
|
$
|
60.3
|
|
|
$
|
68.4
|
|
Fair value of plan assets
|
$
|
47.5
|
|
|
$
|
49.6
|
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Projected benefit obligation
|
$
|
60.3
|
|
|
$
|
69.3
|
|
Fair value of plan assets
|
$
|
47.5
|
|
|
$
|
49.6
|
|
|
Pension Plan
|
||||||||||
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Service cost
|
$
|
0.5
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
Interest cost
|
2.6
|
|
|
2.6
|
|
|
2.4
|
|
|||
Expected return on assets
|
(3.3
|
)
|
|
(3.1
|
)
|
|
(2.9
|
)
|
|||
Amortization of net loss
|
0.8
|
|
|
0.3
|
|
|
0.8
|
|
|||
Curtailment gain recognized
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|||
Net periodic benefit cost (income)
|
$
|
(0.3
|
)
|
|
$
|
0.2
|
|
|
$
|
0.7
|
|
|
Pension Plan
|
||||||||||
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Changes in plan assets and benefit obligations recognized in other comprehensive (income) loss:
|
|
|
|
|
|
||||||
Net (gain) loss
|
$
|
(4.3
|
)
|
|
$
|
9.9
|
|
|
$
|
(8.8
|
)
|
Amounts recognized as a component of net periodic benefit cost:
|
|
|
|
|
|
||||||
Amortization or settlement recognition of net loss
|
(0.8
|
)
|
|
(0.3
|
)
|
|
(0.8
|
)
|
|||
Total recognized in other comprehensive (income) loss
|
$
|
(5.1
|
)
|
|
$
|
9.6
|
|
|
$
|
(9.6
|
)
|
|
Benefit Obligations
Assumptions
|
||||
|
2015
|
|
2014
|
||
Pension Plan:
|
|
|
|
||
Discount rate for Penreco Pension Plan
|
4.30
|
%
|
|
3.92
|
%
|
Discount rate for Superior Pension Plan
|
4.27
|
%
|
|
3.86
|
%
|
Discount rate for Montana Pension Plan
|
4.21
|
%
|
|
4.13
|
%
|
Rate of compensation increase for Montana Pension Plan
|
N/A
|
|
|
3.00
|
%
|
|
Net Periodic Benefit Cost (Income)
Assumptions
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Pension Plan:
|
|
|
|
|
|
|||
Discount rate for Penreco Pension Plan
|
3.92
|
%
|
|
4.78
|
%
|
|
3.86
|
%
|
Discount rate for Superior Pension Plan
|
3.86
|
%
|
|
4.66
|
%
|
|
3.75
|
%
|
Discount rate for Montana Pension Plan
|
4.13
|
%
|
|
4.97
|
%
|
|
4.03
|
%
|
Expected return on plan assets for Penreco Pension Plan
(1)
|
6.75
|
%
|
|
6.75
|
%
|
|
6.75
|
%
|
Expected return on plan assets for Superior Pension Plan
(1)
|
6.75
|
%
|
|
6.75
|
%
|
|
6.75
|
%
|
Expected return on plan assets for Montana Pension Plan
(1)
|
6.75
|
%
|
|
6.75
|
%
|
|
6.75
|
%
|
Rate of compensation increase for Montana Pension Plan
|
3.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
|
(1)
|
The Company considered the historical returns, the future expectation for returns for each asset class and fair value of the plan assets, as well as the target asset allocation of the Pension Plan portfolio which was developed in accordance with the Company’s Statement of Investment Policy, to develop the expected long-term rate of return on plan assets.
|
Asset Class
|
Range of
Asset Allocation
|
|
Target
Allocation
|
Domestic equities
|
15–25%
|
|
20%
|
Foreign equities
|
15–25%
|
|
20%
|
Fixed income
|
55–65%
|
|
60%
|
|
2015
|
|
2014
|
||
Cash and cash equivalents
|
1
|
%
|
|
—
|
%
|
Domestic equities
|
20
|
%
|
|
20
|
%
|
Foreign equities
|
19
|
%
|
|
19
|
%
|
Fixed income
|
60
|
%
|
|
61
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Fair Value of Pension Assets at December 31,
|
||||||||||||||
|
2015
|
|
2014
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 1
|
|
Level 2
|
||||||||
Cash and cash equivalents
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
Domestic equities
|
—
|
|
|
9.6
|
|
|
—
|
|
|
10.0
|
|
||||
Foreign equities
|
—
|
|
|
9.2
|
|
|
—
|
|
|
9.4
|
|
||||
Fixed income
|
—
|
|
|
28.3
|
|
|
—
|
|
|
30.0
|
|
||||
|
$
|
0.4
|
|
|
$
|
47.1
|
|
|
$
|
0.2
|
|
|
$
|
49.4
|
|
|
Pension
Benefits
|
||
2016
|
$
|
2.8
|
|
2017
|
3.0
|
|
|
2018
|
3.0
|
|
|
2019
|
3.1
|
|
|
2020
|
3.3
|
|
|
2021 to 2025
|
17.6
|
|
|
Total
|
$
|
32.8
|
|
|
Derivatives
|
|
Defined Benefit Pension And Retiree Health Benefit Plans
|
|
Foreign Currency Translation Adjustment
|
|
Total
|
||||||||
Accumulated other comprehensive loss at December 31, 2013
|
$
|
(51.4
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(53.4
|
)
|
Other comprehensive income (loss) before reclassifications
|
114.2
|
|
|
(9.9
|
)
|
|
(0.5
|
)
|
|
103.8
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
(37.0
|
)
|
|
0.3
|
|
|
—
|
|
|
(36.7
|
)
|
||||
Net current period other comprehensive income (loss)
|
77.2
|
|
|
(9.6
|
)
|
|
(0.5
|
)
|
|
67.1
|
|
||||
Accumulated other comprehensive income (loss) at December 31, 2014
|
25.8
|
|
|
(11.5
|
)
|
|
(0.6
|
)
|
|
13.7
|
|
||||
Other comprehensive income (loss) before reclassifications
|
(7.3
|
)
|
|
4.3
|
|
|
(0.6
|
)
|
|
(3.6
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(12.1
|
)
|
|
0.4
|
|
|
—
|
|
|
(11.7
|
)
|
||||
Net current period other comprehensive income (loss)
|
(19.4
|
)
|
|
4.7
|
|
|
(0.6
|
)
|
|
(15.3
|
)
|
||||
Accumulated other comprehensive income (loss) at December 31, 2015
|
$
|
6.4
|
|
|
$
|
(6.8
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
(1.6
|
)
|
Components of Accumulated Other Comprehensive Income (Loss)
|
2015
|
|
2014
|
|
Location of Gain (Loss)
|
||||
Derivative gains (losses) reflected in gross profit
|
|
|
|
|
|
||||
|
$
|
179.4
|
|
|
$
|
(9.0
|
)
|
|
Sales
|
|
(167.3
|
)
|
|
46.0
|
|
|
Cost of sales
|
||
|
$
|
12.1
|
|
|
$
|
37.0
|
|
|
Total
|
|
|
|
|
|
|
||||
Amortization of defined benefit pension benefit plans:
|
|
|
|
|
|
||||
Amortization of net loss
|
$
|
(0.8
|
)
|
|
$
|
(0.3
|
)
|
|
(1)
|
|
$
|
(0.8
|
)
|
|
$
|
(0.3
|
)
|
|
Total
|
|
(1)
|
This accumulated other comprehensive loss component is included in the computation of net periodic pension cost. See
Note 12
for additional information.
|
|
December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
State
|
—
|
|
|
0.2
|
|
|
0.4
|
|
|||
Total
|
$
|
0.1
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
|
|
|
|
|
||||||
Deferred expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
(26.5
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
—
|
|
State
|
(2.0
|
)
|
|
0.3
|
|
|
—
|
|
|||
Total
|
$
|
(28.5
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
—
|
|
Total income tax expense (benefit)
|
$
|
(28.4
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
0.4
|
|
|
December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Partnership earnings not subject to tax
|
(13.8
|
)%
|
|
(22.4
|
)%
|
|
(35.0
|
)%
|
State income taxes, net of federal income tax effect
|
0.6
|
%
|
|
(0.4
|
)%
|
|
11.4
|
%
|
State tax rate change
|
0.2
|
%
|
|
—
|
%
|
|
—
|
%
|
Impact of non-deductible goodwill
|
(5.0
|
)%
|
|
(11.5
|
)%
|
|
—
|
%
|
Anchor LLC conversions
|
0.3
|
%
|
|
—
|
%
|
|
—
|
%
|
Other items, net
|
(0.4
|
)%
|
|
—
|
%
|
|
(1.1
|
)%
|
Effective tax rate
|
16.9
|
%
|
|
0.7
|
%
|
|
10.3
|
%
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Deferred income tax assets:
|
|
|
|
||||
Inventory
|
$
|
—
|
|
|
$
|
2.3
|
|
Net operating loss carryforwards
|
0.8
|
|
|
3.7
|
|
||
Total deferred income tax assets
|
$
|
0.8
|
|
|
$
|
6.0
|
|
|
|
|
|
|
|||
Deferred income tax liabilities:
|
|
|
|
|
|||
Intangible assets
|
$
|
(0.1
|
)
|
|
$
|
(22.0
|
)
|
Unrealized gains
|
(0.5
|
)
|
|
—
|
|
||
Property, plant and equipment
|
(2.0
|
)
|
|
(14.0
|
)
|
||
Total deferred income tax liabilities
|
$
|
(2.6
|
)
|
|
$
|
(36.0
|
)
|
|
|
|
|
|
|||
Net deferred income tax liability
|
$
|
(1.8
|
)
|
|
$
|
(30.0
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
||||||||||
Numerator for basic and diluted earnings per limited partner unit:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(139.4
|
)
|
|
$
|
(112.2
|
)
|
|
$
|
3.5
|
|
Less:
|
|
|
|
|
|
||||||
General partner’s interest in net income (loss)
|
(2.8
|
)
|
|
(2.2
|
)
|
|
0.1
|
|
|||
General partner’s incentive distribution rights
|
16.8
|
|
|
15.4
|
|
|
14.7
|
|
|||
Non-vested share based payments
|
—
|
|
|
—
|
|
|
0.2
|
|
|||
Net loss available to limited partners
|
$
|
(153.4
|
)
|
|
$
|
(125.4
|
)
|
|
$
|
(11.5
|
)
|
Denominator for basic and diluted earnings per limited partner unit:
|
|
|
|
|
|
||||||
Basic weighted average limited partner units outstanding
|
74,896,096
|
|
|
69,671,827
|
|
|
67,938,784
|
|
|||
Diluted weighted average limited partner units outstanding
(1)
|
74,896,096
|
|
|
69,671,827
|
|
|
67,938,784
|
|
|||
Limited partners’ interest basic and diluted net loss per unit
|
$
|
(2.05
|
)
|
|
$
|
(1.80
|
)
|
|
$
|
(0.17
|
)
|
|
(1)
|
Total diluted weighted average limited partner units outstanding excludes
0.4 million
,
0.2 million
and
0.2 million
potentially dilutive phantom units for the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
•
|
Specialty Products.
The specialty products segment produces a variety of lubricating oils, solvents, waxes, synthetic lubricants and other products which are sold to customers who purchase these products primarily as raw material components for basic automotive, industrial and consumer goods. Specialty products also include synthetic lubricants used in manufacturing, mining and automotive applications.
|
•
|
Fuel Products
. The fuel products segment produces primarily gasoline, diesel, jet fuel and asphalt which are primarily sold to customers located in the PADD 2, PADD 3 and PADD 4 areas within the U.S.
|
•
|
Oilfield Services.
The oilfield services segment markets its products and oilfield services including drilling fluids, completion fluids and solids control services to the oil and gas industry.
|
Year Ended December 31, 2015
|
Specialty
Products
|
|
Fuel
Products
|
|
Oilfield
Services
|
|
Combined
Segments
|
|
Eliminations
|
|
Consolidated
Total
|
||||||||||||
Sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External customers
|
$
|
1,367.8
|
|
|
$
|
2,562.5
|
|
|
$
|
282.5
|
|
|
$
|
4,212.8
|
|
|
$
|
—
|
|
|
$
|
4,212.8
|
|
Intersegment sales
|
3.9
|
|
|
39.1
|
|
|
—
|
|
|
43.0
|
|
|
(43.0
|
)
|
|
—
|
|
||||||
Total sales
|
$
|
1,371.7
|
|
|
$
|
2,601.6
|
|
|
$
|
282.5
|
|
|
$
|
4,255.8
|
|
|
$
|
(43.0
|
)
|
|
$
|
4,212.8
|
|
Loss from unconsolidated affiliates
|
$
|
—
|
|
|
$
|
(61.1
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(61.5
|
)
|
|
$
|
—
|
|
|
$
|
(61.5
|
)
|
Adjusted EBITDA
|
$
|
201.7
|
|
|
$
|
81.9
|
|
|
$
|
(25.9
|
)
|
|
$
|
257.7
|
|
|
$
|
—
|
|
|
$
|
257.7
|
|
Reconciling items to net loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
69.2
|
|
|
82.4
|
|
|
22.8
|
|
|
174.4
|
|
|
—
|
|
|
174.4
|
|
||||||
Realized loss on derivatives, not reflected in net loss or settled in a prior period
|
(3.0
|
)
|
|
(7.0
|
)
|
|
—
|
|
|
(10.0
|
)
|
|
—
|
|
|
(10.0
|
)
|
||||||
Impairment charges
|
—
|
|
|
24.3
|
|
|
33.8
|
|
|
58.1
|
|
|
—
|
|
|
58.1
|
|
||||||
Unrealized loss on derivatives
|
|
|
|
|
|
|
|
|
|
|
39.5
|
|
|||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
104.9
|
|
|||||||||||
Debt extinguishment costs
|
|
|
|
|
|
|
|
|
|
|
46.6
|
|
|||||||||||
Non-cash equity based compensation and other items
|
|
|
|
|
|
|
|
|
|
|
12.0
|
|
|||||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
(28.4
|
)
|
|||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
$
|
(139.4
|
)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2014
|
Specialty
Products
|
|
Fuel
Products
|
|
Oilfield
Services
|
|
Combined
Segments
|
|
Eliminations
|
|
Consolidated
Total
|
||||||||||||
Sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External customers
|
$
|
1,729.2
|
|
|
$
|
3,693.4
|
|
|
$
|
368.5
|
|
|
$
|
5,791.1
|
|
|
$
|
—
|
|
|
$
|
5,791.1
|
|
Intersegment sales
|
18.4
|
|
|
89.8
|
|
|
—
|
|
|
108.2
|
|
|
(108.2
|
)
|
|
—
|
|
||||||
Total sales
|
$
|
1,747.6
|
|
|
$
|
3,783.2
|
|
|
$
|
368.5
|
|
|
$
|
5,899.3
|
|
|
$
|
(108.2
|
)
|
|
$
|
5,791.1
|
|
Loss from unconsolidated affiliates
|
$
|
—
|
|
|
$
|
(3.2
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(3.4
|
)
|
|
$
|
—
|
|
|
$
|
(3.4
|
)
|
Adjusted EBITDA
|
$
|
220.8
|
|
|
$
|
50.0
|
|
|
$
|
35.1
|
|
|
$
|
305.9
|
|
|
$
|
—
|
|
|
$
|
305.9
|
|
Reconciling items to net loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
68.1
|
|
|
80.0
|
|
|
15.0
|
|
|
163.1
|
|
|
—
|
|
|
163.1
|
|
||||||
Realized gain (loss) on derivatives, not reflected in net loss or settled in a prior period
|
(1.9
|
)
|
|
8.5
|
|
|
—
|
|
|
6.6
|
|
|
—
|
|
|
6.6
|
|
||||||
Impairment charges
|
—
|
|
|
—
|
|
|
36.0
|
|
|
36.0
|
|
|
—
|
|
|
36.0
|
|
||||||
Unrealized loss on derivatives
|
|
|
|
|
|
|
|
|
|
|
0.6
|
|
|||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
110.8
|
|
|||||||||||
Debt extinguishment costs
|
|
|
|
|
|
|
|
|
|
|
89.9
|
|
|||||||||||
Non-cash equity based compensation and other items
|
|
|
|
|
|
|
|
|
|
|
11.9
|
|
|||||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
(0.8
|
)
|
|||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
$
|
(112.2
|
)
|
Year Ended December 31, 2013
|
Specialty
Products |
|
Fuel
Products |
|
Oilfield
Services
|
|
Combined
Segments |
|
Eliminations
|
|
Consolidated
Total |
||||||||||||
Sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External customers
|
$
|
1,774.9
|
|
|
$
|
3,646.5
|
|
|
$
|
—
|
|
|
$
|
5,421.4
|
|
|
$
|
—
|
|
|
$
|
5,421.4
|
|
Intersegment sales
|
—
|
|
|
77.3
|
|
|
—
|
|
|
77.3
|
|
|
(77.3
|
)
|
|
—
|
|
||||||
Total sales
|
$
|
1,774.9
|
|
|
$
|
3,723.8
|
|
|
$
|
—
|
|
|
$
|
5,498.7
|
|
|
$
|
(77.3
|
)
|
|
$
|
5,421.4
|
|
Loss from unconsolidated affiliates
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
Adjusted EBITDA
|
$
|
194.5
|
|
|
$
|
47.0
|
|
|
$
|
—
|
|
|
$
|
241.5
|
|
|
$
|
—
|
|
|
$
|
241.5
|
|
Reconciling items to net income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
66.6
|
|
|
67.1
|
|
|
—
|
|
|
133.7
|
|
|
—
|
|
|
133.7
|
|
||||||
Realized loss on derivatives, not reflected in net income or settled in a prior period
|
(0.5
|
)
|
|
(1.3
|
)
|
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|
(1.8
|
)
|
||||||
Impairment charges
|
10.5
|
|
|
—
|
|
|
—
|
|
|
10.5
|
|
|
—
|
|
|
10.5
|
|
||||||
Unrealized gain on derivatives
|
|
|
|
|
|
|
|
|
|
|
|
(25.7
|
)
|
||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
96.8
|
|
|||||||||||
Debt extinguishment costs
|
|
|
|
|
|
|
|
|
|
|
14.6
|
|
|||||||||||
Non-cash equity based compensation and other items
|
|
|
|
|
|
|
|
|
|
|
9.5
|
|
|||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
0.4
|
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
$
|
3.5
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Specialty products:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Lubricating oils
|
$
|
575.6
|
|
|
13.7
|
%
|
|
$
|
748.4
|
|
|
12.9
|
%
|
|
$
|
848.8
|
|
|
15.7
|
%
|
Solvents
|
302.0
|
|
|
7.2
|
%
|
|
485.2
|
|
|
8.4
|
%
|
|
511.7
|
|
|
9.4
|
%
|
|||
Waxes
|
136.9
|
|
|
3.2
|
%
|
|
144.1
|
|
|
2.5
|
%
|
|
141.0
|
|
|
2.6
|
%
|
|||
Packaged and synthetic specialty products
|
316.6
|
|
|
7.5
|
%
|
|
313.5
|
|
|
5.4
|
%
|
|
233.6
|
|
|
4.3
|
%
|
|||
Other
|
36.7
|
|
|
0.9
|
%
|
|
38.0
|
|
|
0.7
|
%
|
|
39.8
|
|
|
0.7
|
%
|
|||
Total
|
1,367.8
|
|
|
32.5
|
%
|
|
1,729.2
|
|
|
29.9
|
%
|
|
1,774.9
|
|
|
32.7
|
%
|
|||
Fuel products:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Gasoline
|
1,047.1
|
|
|
24.9
|
%
|
|
1,443.1
|
|
|
24.9
|
%
|
|
1,409.4
|
|
|
26.0
|
%
|
|||
Diesel
|
894.8
|
|
|
21.2
|
%
|
|
1,197.4
|
|
|
20.7
|
%
|
|
1,259.2
|
|
|
23.3
|
%
|
|||
Jet fuel
|
149.6
|
|
|
3.6
|
%
|
|
199.3
|
|
|
3.4
|
%
|
|
191.4
|
|
|
3.5
|
%
|
|||
Asphalt, heavy fuel oils and other
|
471.0
|
|
|
11.1
|
%
|
|
853.6
|
|
|
14.7
|
%
|
|
786.5
|
|
|
14.5
|
%
|
|||
Total
|
2,562.5
|
|
|
60.8
|
%
|
|
3,693.4
|
|
|
63.7
|
%
|
|
3,646.5
|
|
|
67.3
|
%
|
|||
Oilfield services:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
282.5
|
|
|
6.7
|
%
|
|
368.5
|
|
|
6.4
|
%
|
|
—
|
|
|
—
|
%
|
|||
Consolidated sales
|
$
|
4,212.8
|
|
|
100.0
|
%
|
|
$
|
5,791.1
|
|
|
100.0
|
%
|
|
$
|
5,421.4
|
|
|
100.0
|
%
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
(1)
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales
|
$
|
1,018.6
|
|
|
$
|
1,156.2
|
|
|
$
|
1,140.0
|
|
|
$
|
898.0
|
|
|
$
|
4,212.8
|
|
Gross profit
|
195.2
|
|
|
202.7
|
|
|
164.8
|
|
|
31.9
|
|
|
594.6
|
|
|||||
Net income (loss)
|
23.8
|
|
|
2.5
|
|
|
(48.9
|
)
|
|
(116.8
|
)
|
|
(139.4
|
)
|
|||||
Net income (loss) available to limited partners
|
19.1
|
|
|
(1.7
|
)
|
|
(52.2
|
)
|
|
(118.6
|
)
|
|
(153.4
|
)
|
|||||
Limited partners’ interest basic and diluted net income (loss) per unit
|
$
|
0.27
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.68
|
)
|
|
$
|
(1.56
|
)
|
|
$
|
(2.05
|
)
|
Weighted average limited partner units outstanding — basic
|
71,232,392
|
|
|
76,092,517
|
|
|
76,112,325
|
|
|
76,124,133
|
|
|
|
||||||
Weighted average limited partner units outstanding — diluted
|
71,275,452
|
|
|
76,092,517
|
|
|
76,112,325
|
|
|
76,124,133
|
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
(1)
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales
|
$
|
1,341.0
|
|
|
$
|
1,434.9
|
|
|
$
|
1,675.8
|
|
|
$
|
1,339.4
|
|
|
$
|
5,791.1
|
|
Gross profit
|
124.8
|
|
|
99.0
|
|
|
182.6
|
|
|
123.3
|
|
|
529.7
|
|
|||||
Net income (loss)
|
(49.8
|
)
|
|
(8.3
|
)
|
|
9.4
|
|
|
(63.5
|
)
|
|
(112.2
|
)
|
|||||
Net income (loss) available to limited partners
|
(52.6
|
)
|
|
(12.0
|
)
|
|
5.4
|
|
|
(66.2
|
)
|
|
(125.4
|
)
|
|||||
Limited partners’ interest basic and diluted net income (loss) per unit
|
$
|
(0.76
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
0.08
|
|
|
$
|
(0.95
|
)
|
|
$
|
(1.80
|
)
|
Weighted average limited partner units outstanding — basic
|
69,622,884
|
|
|
69,604,669
|
|
|
69,684,621
|
|
|
69,775,827
|
|
|
|
||||||
Weighted average limited partner units outstanding — diluted
|
69,622,884
|
|
|
69,604,669
|
|
|
69,850,685
|
|
|
69,775,827
|
|
|
|
|
(1)
|
The sum of the four quarters may not equal the total year due to rounding.
|
Name
|
|
Age
|
|
Position with Calumet GP, LLC
|
Fred M. Fehsenfeld, Jr.
|
|
65
|
|
Chairman of the Board
|
F. William Grube
|
|
68
|
|
Executive Vice Chairman
|
Timothy Go
|
|
49
|
|
Chief Executive Officer
|
R. Patrick Murray, II
|
|
44
|
|
Executive Vice President, Chief Financial Officer and Secretary
|
William A. Anderson
|
|
47
|
|
Executive Vice President — Sales
|
Edward F. Juno
|
|
63
|
|
Executive Vice President — Fuels Operations
|
James S. Carter
|
|
67
|
|
Director
|
Robert E. Funk
|
|
70
|
|
Director
|
George C. Morris III
|
|
60
|
|
Director
|
Daniel J. Sajkowski
|
|
56
|
|
Director
|
Amy M. Schumacher
|
|
44
|
|
Director
|
•
|
F. William Grube — Chief Executive Officer and Vice Chairman of the Board through March 31, 2015 (Executive Vice Chairman of the Board as of April 1, 2015)
|
•
|
William H. Hatch — Interim Chief Executive Officer commencing on April 1, 2015
|
•
|
R. Patrick Murray, II — Executive Vice President, Chief Financial Officer and Secretary
|
•
|
William A. Anderson — Executive Vice President — Sales
|
•
|
Edward F. Juno — Executive Vice President — Fuels Operations
|
•
|
Jennifer G. Straumins — Former Executive Vice President — Strategy and Development (resigned effective March 31, 2015)
|
•
|
review of a peer group of primarily publicly-traded master limited partnerships for executive compensation comparisons;
|
•
|
analysis of market pay levels and trends for our named executive officers, other officers and key employees from peer companies including base salary, annual incentives and long-term incentives; and
|
•
|
assessment of Calumet’s executive pay levels relative to overall market levels.
|
•
|
reward strong individual performance that drives our positive financial results;
|
•
|
make incentive compensation a significant portion of an executive’s total compensation, designed to balance short-term and long-term performance;
|
•
|
align the interests of our executives with those of our unitholders; and
|
•
|
attract, develop and retain executives with a compensation structure that is competitive with other publicly-traded partnerships of similar size.
|
•
|
base salary;
|
•
|
annual incentive plan which includes short-term cash awards and also includes an optional deferred compensation element;
|
•
|
long-term incentive compensation, including unit-based awards;
|
•
|
retirement, health and welfare benefits; and
|
•
|
perquisites.
|
|
Cash Incentive Award Opportunity as a
Percentage of Base Salary
|
||||||||||
|
Minimum
|
|
Target
|
|
Stretch
|
|
Actual Payout
|
||||
F. William Grube, R. Patrick Murray, II and William A. Anderson
|
50
|
%
|
|
100
|
%
|
|
200
|
%
|
|
141
|
%
|
Edward F. Juno
|
50
|
%
|
|
100
|
%
|
|
150
|
%
|
|
121
|
%
|
|
(1)
|
Actual results exclude an
$81.8 million
LCM inventory adjustment, include a
$37.5 million
loss from unconsolidated affiliates and exclude bonus expense for calculation purposes.
|
(2)
|
Actual, minimum goal, target goal and stretch goal were based on the combined third and fourth quarters of 2014. Actual results exclude bonus expense for calculation purposes.
|
|
2015 Phantom Unit Award
Opportunity
|
|
Phantom Units
Earned
|
||||||||
|
Minimum
|
|
Target
|
|
Stretch
|
|
|||||
F. William Grube
|
10,800
|
|
|
21,600
|
|
|
32,400
|
|
|
21,600
|
|
R. Patrick Murray, II, William A. Anderson and Jennifer G. Straumins
(1)
|
7,200
|
|
|
14,400
|
|
|
21,600
|
|
|
14,400
|
|
Edward F. Juno
|
5,400
|
|
|
10,800
|
|
|
16,200
|
|
|
10,800
|
|
•
|
Use of Company Vehicles:
In order to assist them in conducting our daily affairs, we provide each named executive officer with a company vehicle that may be used for personal use as well as business use. Personal use of a company vehicle is treated as taxable compensation to the named executive officer.
|
•
|
Executive Physical Program:
Generally on an annual basis, we pay for a complete and professional personal physical exam for each named executive officer appropriate for his age to improve his health and productivity.
|
•
|
Club Memberships:
We pay club membership fees for a certain named executive officer. Although such club memberships may be used for personal purposes in addition to business entertainment purposes, each named executive officer having such a membership is responsible for the reimbursement to us or direct payment for any incremental costs above the base membership fees associated with his personal use of such membership.
|
•
|
Spousal and Family Travel:
On an occasional basis, we pay expenses related to travel of the spouses or certain family members of our named executive officers in order to accompany the named executive officer to business-related events.
|
•
|
Long-Term Disability Insurance:
We provide compensation to allow each named executive officer to purchase long-term disability insurance on an after-tax basis at no net cost to him.
|
•
|
Legal Expenses:
On an occasional basis, we pay legal expenses related to the negotiation of employment agreements for our named executive officers.
|
•
|
Use of Company Aircraft:
On an occasional basis, our named executive officers may be eligible to use a leased aircraft for personal use and
the incremental cost to us is treated as and reflected in the tables below as compensation to the applicable officer for purposes of these disclosures. The items that we use to determine the incremental cost to us of these flights
include the variable costs for personal use of aircraft that were charged to us by the vendor that operates the leased aircraft for
contracted hourly costs, fuel charges, and taxes
.
|
•
|
Commuting and Living Expenses:
In order for us to attract top executive talent, we must not be limited to those individuals residing in the Indianapolis metropolitan area and in some cases must be willing to offer payment or reimbursement for an agreed upon amount of relocation, commuting, temporary housing and other related costs.
|
•
|
Change in Control:
In certain scenarios, the potential for merger or being acquired may be in the best interests of our unitholders. We provide the potential for severance compensation to the named executive officers in the event of a change in control transaction to promote their ability to act in the best interests of our unitholders even though their employment could be terminated as a result of the transaction.
|
•
|
Termination without Cause:
We believe severance compensation in such a scenario is appropriate because the named executive officers are bound by confidentiality, nonsolicitation and noncompetition provisions covering one year after termination and because we and the named executive officer have mutually agreed to a severance package that is in place prior to any termination event. This provides us with more flexibility to make a change in this executive position if such a change is in our and our unitholders’ best interests.
|
|
Summary Compensation Table for 2015
|
||||||||||||||||||||||||
Name and Principal Position
|
Year
|
|
Salary
|
|
Bonus
(5)
|
|
Unit Awards
(6)
|
|
Non-Equity Incentive Plan Compensation
(7)
|
|
All Other Compensation
(8)
|
|
Total
|
||||||||||||
F. William Grube
(1)
Executive Vice Chairman and Former Chief Executive Officer
|
2015
|
|
$
|
454,363
|
|
|
$
|
—
|
|
|
$
|
574,253
|
|
|
$
|
641,351
|
|
|
$
|
70,323
|
|
|
$
|
1,740,290
|
|
2014
|
|
$
|
441,129
|
|
|
$
|
—
|
|
|
$
|
393,900
|
|
|
$
|
302,184
|
|
|
$
|
89,918
|
|
|
$
|
1,227,131
|
|
|
2013
|
|
$
|
428,281
|
|
|
$
|
—
|
|
|
$
|
68,711
|
|
|
$
|
—
|
|
|
$
|
6,098
|
|
|
$
|
503,090
|
|
|
William H. Hatch
(2)
Interim Chief Executive Officer
|
2015
|
|
$
|
375,000
|
|
|
$
|
187,500
|
|
|
$
|
250,070
|
|
|
$
|
—
|
|
|
$
|
386,006
|
|
|
$
|
1,011,076
|
|
R. Patrick Murray, II
Executive Vice President and Chief Financial Officer
|
2015
|
|
$
|
339,488
|
|
|
$
|
—
|
|
|
$
|
423,072
|
|
|
$
|
431,280
|
|
|
$
|
47,865
|
|
|
$
|
1,241,705
|
|
2014
|
|
$
|
329,600
|
|
|
$
|
—
|
|
|
$
|
269,815
|
|
|
$
|
165,769
|
|
|
$
|
87,200
|
|
|
$
|
852,384
|
|
|
2013
|
|
$
|
320,000
|
|
|
$
|
—
|
|
|
$
|
52,641
|
|
|
$
|
—
|
|
|
$
|
18,263
|
|
|
$
|
390,904
|
|
|
William A. Anderson
Executive Vice President — Sales
|
2015
|
|
$
|
312,626
|
|
|
$
|
—
|
|
|
$
|
338,400
|
|
|
$
|
441,284
|
|
|
$
|
60,633
|
|
|
$
|
1,152,943
|
|
2014
|
|
$
|
279,130
|
|
|
$
|
—
|
|
|
$
|
217,584
|
|
|
$
|
155,984
|
|
|
$
|
79,048
|
|
|
$
|
731,746
|
|
|
2013
|
|
$
|
279,130
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,741
|
|
|
$
|
294,871
|
|
|
Edward F. Juno
(3)
Executive Vice President — Fuels Operations
|
2015
|
|
$
|
251,331
|
|
|
$
|
—
|
|
|
$
|
365,313
|
|
|
$
|
212,133
|
|
|
$
|
27,226
|
|
|
$
|
856,003
|
|
Jennifer G. Straumins
(4)
Former Executive Vice President - Strategy and Development
|
2015
|
|
$
|
92,829
|
|
|
$
|
—
|
|
|
$
|
3,590
|
|
|
$
|
—
|
|
|
$
|
829,467
|
|
|
$
|
925,886
|
|
2014
|
|
$
|
360,500
|
|
|
$
|
—
|
|
|
$
|
233,857
|
|
|
$
|
201,456
|
|
|
$
|
92,098
|
|
|
$
|
887,911
|
|
|
2013
|
|
$
|
350,000
|
|
|
$
|
—
|
|
|
$
|
39,030
|
|
|
$
|
—
|
|
|
$
|
17,483
|
|
|
$
|
406,513
|
|
|
(1)
|
Mr. Grube was appointed executive vice chairman effective April 1, 2015.
|
(2)
|
Mr. Hatch was appointed interim chief executive officer effective April 1, 2015 and transitioned to executive advisor on January 1, 2016.
|
(3)
|
Mr. Juno’s employment with us commenced December 2012. He was appointed executive vice president — fuels operations effective March 23, 2015, and was not a named executive officer prior to 2015.
|
(4)
|
Ms. Straumins resigned effective March 31, 2015.
|
(5)
|
Mr. Hatch was eligible to receive a quarterly bonus of up to $62,500 based on individual performance in accomplishing certain key goals/milestones (e.g., successful attainment of major capital projects, achievement of certain operational and safety metrics, etc.) monitored by the board of directors. The performance metrics reviewed by the board of directors were used as guidelines rather than as formulaic requirements for the determination of the payment, therefore we have reported it as a “Bonus” rather than a “Non-Equity Incentive Plan Compensation” award.
|
(6)
|
The amounts include the aggregate grant date fair value of (i) phantom unit awards made in connection with each executive officer’s election to defer a portion of his cash incentive plan award into our Deferred Compensation Plan, (ii) discretionary matching phantom unit awards granted during the 2015 fiscal year related to the 2014 fiscal year, (iii) phantom units to reward services provided during the fiscal year and the number of which is determined based on our level of Distributable Cash Flow during the fiscal year, excluding the effect of estimated forfeitures and (iv) DERs granted in the form of phantom units with respect to phantom units credited to the Deferred Compensation Plan accounts. The amounts exclude discretionary matching contributions made in the form of phantom units granted in 2016 to our named executive officers based on their individual elections to defer all or a portion of their cash award under the Cash Incentive Plan related to the
2015
fiscal year into the Deferred Compensation Plan. These amounts will be reported in the Summary Compensation Table in 2016. The amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See
Note 11
to our
|
(7)
|
Represents amounts earned under our Cash Incentive Plan and not deferred into the Deferred Compensation Plan. Please read “Compensation Discussion and Analysis — Elements of Executive Compensation — Short-Term Cash Awards” for further details. Based on the timing of Ms. Straumins’ resignation, she forfeited her award under the plan for fiscal 2015.
|
(8)
|
The following table provides the aggregate “All Other Compensation” information for each of the named executive officers, except that it excludes perquisites or other personal benefits received by Messrs. Murray and Juno in
2015
, as such amounts for these named executive officers were less than $10,000 in aggregate:
|
|
F. William Grube
|
|
William H. Hatch
|
|
R. Patrick Murray, II
|
|
William A. Anderson
|
|
Edward F. Juno
|
|
Jennifer G.
Straumins
|
||||||||||||
401(k) Plan Matching Contributions
|
$
|
7,950
|
|
|
$
|
—
|
|
|
$
|
13,250
|
|
|
$
|
13,250
|
|
|
$
|
13,250
|
|
|
$
|
3,649
|
|
DERs
|
49,937
|
|
|
12,494
|
|
|
33,291
|
|
|
33,291
|
|
|
12,947
|
|
|
11,097
|
|
||||||
Commuting and Living Expenses
(a)
|
—
|
|
|
371,602
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Vehicle
|
8,978
|
|
|
—
|
|
|
—
|
|
|
8,069
|
|
|
—
|
|
|
—
|
|
||||||
Memberships
|
—
|
|
|
—
|
|
|
—
|
|
|
2,379
|
|
|
—
|
|
|
—
|
|
||||||
Executive Physical
|
1,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Spousal and Family Travel
|
—
|
|
|
—
|
|
|
—
|
|
|
1,379
|
|
|
—
|
|
|
—
|
|
||||||
Long-Term Disability Insurance
|
1,044
|
|
|
740
|
|
|
—
|
|
|
1,044
|
|
|
—
|
|
|
—
|
|
||||||
Term Life Insurance
|
1,014
|
|
|
1,170
|
|
|
1,324
|
|
|
1,221
|
|
|
1,029
|
|
|
362
|
|
||||||
Post-Employment Payments
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
814,359
|
|
||||||
Total
|
$
|
70,323
|
|
|
$
|
386,006
|
|
|
$
|
47,865
|
|
|
$
|
60,633
|
|
|
$
|
27,226
|
|
|
$
|
829,467
|
|
(a)
|
As part of Mr. Hatch’s employment agreement, we provided him an apartment near our headquarters and paid for his commuting expenses to and from his permanent home to Indianapolis. In 2015, these housing expenses totaled approximately $19,876 and the commuting expenses totaled approximately $351,726.
|
(b)
|
As part of Ms. Straumins’ resignation, we entered into a severance and consulting agreement with her. The agreement provided for a one-year term of consulting service and service payment of $371,315. The severance agreement further provided for a cash payment equal to the value she would have received as an Incentive Level 1 employee under our Cash Incentive Plan had the Company achieved the “target” level for calendar year 2015 (described further in the “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table”). Additionally, Ms. Straumins was provided free and clean title to her company automobile, reimbursed for twelve months of COBRA insurance coverage and paid unused vacation.
|
|
|
|
Estimated Possible Payouts Under
Non-Equity
Incentive Plan Awards
(1)
|
|
Estimated Possible Payouts Under
Equity
Incentive Plan Awards
(2)
|
|
All Other
Unit
Awards:
Number of
Units
(3)
(#)
|
|
Grant
Date Fair
Value of
Unit
Awards ($)
|
||||||||||||||||
Name
|
Grant Date
|
|
Minimum ($)
|
|
Target ($)
|
|
Maximum ($)
|
|
Minimum (#)
|
|
Target (#)
|
|
Maximum (#)
|
|
|
||||||||||
F. William Grube
|
|
|
227,182
|
|
|
454,363
|
|
|
908,726
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
12/16/2014
|
|
|
|
|
|
|
|
10,800
|
|
|
21,600
|
|
|
32,400
|
|
|
|
|
|
|||||
|
1/23/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
654
|
|
|
16,049
|
|
||||||
|
4/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
611
|
|
|
16,448
|
|
||||||
|
7/21/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
632
|
|
|
17,165
|
|
||||||
|
10/22/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
650
|
|
|
16,991
|
|
||||||
William H. Hatch
|
5/1/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,120
|
|
|
250,070
|
|
||||
R. Patrick Murray, II
|
|
|
169,744
|
|
|
339,488
|
|
|
678,976
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
12/16/2014
|
|
|
|
|
|
|
|
7,200
|
|
|
14,400
|
|
|
21,600
|
|
|
|
|
|
|||||
|
1/23/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
281
|
|
|
6,896
|
|
||||||
|
3/13/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
248
|
|
|
6,145
|
|
||||||
|
4/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
286
|
|
|
7,699
|
|
||||||
|
7/21/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
296
|
|
|
8,039
|
|
||||||
|
10/22/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
305
|
|
|
7,973
|
|
||||||
William A. Anderson
|
|
|
156,313
|
|
|
312,626
|
|
|
625,252
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
12/16/2014
|
|
|
|
|
|
|
|
7,200
|
|
|
14,400
|
|
|
21,600
|
|
|
|
|
|
|||||
Edward F. Juno
|
|
|
125,666
|
|
|
251,331
|
|
|
376,997
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
12/16/2014
|
|
|
|
|
|
|
|
5,400
|
|
|
10,800
|
|
|
16,200
|
|
|
|
|
|
|||||
|
3/13/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
622
|
|
|
15,413
|
|
||||||
|
4/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63
|
|
|
1,696
|
|
||||||
|
7/21/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64
|
|
|
1,738
|
|
||||||
|
10/22/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67
|
|
|
1,751
|
|
||||||
Jennifer G. Straumins
(4)
|
|
|
185,656
|
|
|
371,315
|
|
|
742,630
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
12/16/2014
|
|
|
|
|
|
|
|
7,200
|
|
|
14,400
|
|
|
21,600
|
|
|
|
|
|
|||||
|
1/23/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75
|
|
|
1,841
|
|
||||||
|
4/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65
|
|
|
1,750
|
|
|
(1)
|
Estimated possible payouts under non-equity incentive plan awards represent the ranges of potential cash incentive awards granted under our Cash Incentive Plan related to fiscal year
2015
for each named executive officer other than Mr. Hatch. For a description of this plan and available awards please read “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Description of Cash Incentive Plan.” Mr. Hatch received a discretionary bonus in the 2015 year rather than an award from the Cash Incentive Plan, therefore his bonus is not reflected in the table above.
|
(2)
|
Estimated possible payouts under equity incentive plan awards represent the ranges of potential unit based awards earned under the
2015
Phantom Unit Program as part of the Long-Term Incentive Plan. These units will be awarded in the first quarter of 2016. For a description of this plan and available awards under the
2015
Phantom Unit Program please read “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Description of Long-Term Incentive Plan.”
|
(3)
|
All other unit awards represent discretionary matching contributions made by us in fiscal year 2015, if any, in connection with the named executive officer’s deferral of a portion of his cash incentive award under our Cash Incentive Compensation Plan into the Calumet Executive Deferred Compensation Plan. See “Nonqualified Deferred Compensation” for additional discussion of this plan. Also included are DERs credited in the form of phantom units earned on discretionary phantom unit grants, deferred cash incentive awards and discretionary matches on such deferred cash incentive awards.
|
(4)
|
Ms. Straumins subsequently forfeited the incentive plan awards in connection with her resignation on March 31, 2015.
|
|
|
Cash Incentive Award
Calculated as a Percentage of Base Salary
|
|||||||
Incentive Level
(1)
|
|
Minimum
|
|
Target
|
|
Stretch
|
|||
1
|
|
50
|
%
|
|
100
|
%
|
|
200
|
%
|
2
|
|
50
|
%
|
|
100
|
%
|
|
150
|
%
|
3
|
|
20
|
%
|
|
40
|
%
|
|
80
|
%
|
4
|
|
20
|
%
|
|
40
|
%
|
|
60
|
%
|
|
(1)
|
Messrs. Grube, Murray and Anderson participate in the Cash Incentive Plan at Incentive Level 1. Mr. Juno participates in the Cash Incentive Plan at Incentive Level 2. Mr. Hatch does not participate in the Cash Incentive Plan but rather received a potential quarterly performance bonus.
|
|
|
Phantom Unit Award
Opportunity
|
|||||||
Incentive Level
(1)
|
|
Minimum
|
|
Target
|
|
Stretch
|
|||
1
|
|
10,800
|
|
|
21,600
|
|
|
32,400
|
|
2
|
|
7,200
|
|
|
14,400
|
|
|
21,600
|
|
3
|
|
5,400
|
|
|
10,800
|
|
|
16,200
|
|
4
|
|
3,600
|
|
|
7,200
|
|
|
10,800
|
|
5
|
|
1,800
|
|
|
3,600
|
|
|
5,400
|
|
|
(1)
|
Mr. Grube is the only named executive officer who was eligible for a long-term unit-based award under Incentive Level 1. Messrs. Murray and Anderson were the only employees and named executive officers who were eligible for a long-term unit-based award under Incentive Level 2. Mr. Juno was the only named executive officer who was eligible for a long-term unit-based award under Incentive Level 3. Mr. Hatch did not participate in the 2015 Phantom Unit Program, as he received a one-time phantom unit grant upon his appointment as interim chief executive officer.
|
Name
|
Percentage of
Total
Compensation
|
F. William Grube
|
26%
|
William H. Hatch
|
56%
|
R. Patrick Murray, II
|
27%
|
William A. Anderson
|
27%
|
Edward F. Juno
|
28%
|
Jennifer G. Straumins
|
10%
|
|
Unit Awards
|
|||||
Name
|
Number of Units
That Have Not
Vested
(1)
|
|
Market Value of
Units That Have Not Vested (2) |
|||
F. William Grube
|
22,418
|
|
|
$
|
446,342
|
|
William H. Hatch
|
2,280
|
|
|
$
|
45,395
|
|
R. Patrick Murray, II
|
15,241
|
|
|
$
|
303,448
|
|
William A. Anderson
|
14,400
|
|
|
$
|
286,704
|
|
Edward F. Juno
|
12,221
|
|
|
$
|
243,320
|
|
Jennifer G. Straumins
(3)
|
—
|
|
|
$
|
—
|
|
|
(1)
|
These units are scheduled to vest in amounts and on the dates shown in the following table:
|
Vesting Date
|
|
F. William
Grube
|
|
William H. Hatch
|
|
R. Patrick
Murray, II
|
|
William A. Anderson
|
|
Edward F. Juno
|
|||||
March 31, 2016
|
|
—
|
|
|
2,280
|
|
|
—
|
|
|
—
|
|
|
—
|
|
July 1, 2016
|
|
818
|
|
|
—
|
|
|
481
|
|
|
—
|
|
|
168
|
|
December 31, 2016
|
|
8,100
|
|
|
—
|
|
|
5,400
|
|
|
5,400
|
|
|
4,800
|
|
July 1, 2017
|
|
—
|
|
|
—
|
|
|
226
|
|
|
—
|
|
|
168
|
|
December 31, 2017
|
|
8,100
|
|
|
—
|
|
|
5,400
|
|
|
5,400
|
|
|
4,050
|
|
July 1, 2018
|
|
—
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
168
|
|
December 31, 2018
|
|
5,400
|
|
|
—
|
|
|
3,600
|
|
|
3,600
|
|
|
2,700
|
|
July 1, 2019
|
|
—
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
167
|
|
Total
|
|
22,418
|
|
|
2,280
|
|
|
15,241
|
|
|
14,400
|
|
|
12,221
|
|
(2)
|
Market value of phantom units reported in these columns is calculated by multiplying the closing market price of
$19.91
of our common units at
December 31, 2015
(the last trading day of the fiscal year), by the number of units outstanding.
|
(3)
|
The employment of Ms. Straumins terminated effective as of March 31, 2015, and she forfeited all of her unvested equity awards upon her departure.
|
|
Unit Awards
|
|||||
Name
|
Number of Units
Vested
|
|
Value Realized
on Vesting
(1)
|
|||
F. William Grube
|
20,047
|
|
|
$
|
422,718
|
|
William H. Hatch
|
6,840
|
|
|
$
|
158,802
|
|
R. Patrick Murray, II
|
13,242
|
|
|
$
|
277,665
|
|
William A. Anderson
|
10,800
|
|
|
$
|
215,028
|
|
Edward F. Juno
|
6,812
|
|
|
$
|
145,708
|
|
Jennifer G. Straumins
|
135
|
|
|
$
|
3,468
|
|
|
(1)
|
Market value of phantom units reported in this column is calculated by multiplying the closing market price of our common units on the vesting date by the number of units vesting on such date.
|
|
Nonqualified Deferred Compensation Table for 2015
|
||||||||||||||||||
Name
|
Executive
Contributions
in 2015
(1)
|
|
Company
Contributions
in 2015
(2)
|
|
Aggregate
Earnings
in 2015
(3)
|
|
Aggregate
Withdrawals/
Distributions in 2015
(4)
|
|
Aggregate
Balance at End
of 2015
(5)
|
||||||||||
F. William Grube
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
66,653
|
|
|
$
|
—
|
|
|
$
|
694,720
|
|
R. Patrick Murray, II
|
$
|
47,920
|
|
|
$
|
15,968
|
|
|
$
|
30,607
|
|
|
$
|
(55,820
|
)
|
|
$
|
322,980
|
|
Edward F. Juno
|
$
|
90,914
|
|
|
$
|
30,303
|
|
|
$
|
5,186
|
|
|
$
|
—
|
|
|
$
|
53,419
|
|
Jennifer G. Straumins
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,590
|
|
|
$
|
(86,460
|
)
|
|
$
|
—
|
|
|
(1)
|
Executive contributions in
2015
represent phantom units granted to certain of our named executive officers based on their individual elections to defer all or a portion of their cash incentive award under the Cash Incentive Plan related to the
2015
fiscal year into the Deferred Compensation Plan. All amounts reflected in this column were also reported as compensation for the
2015
year in the Summary Compensation Table under the heading “Non-Equity Incentive Plan Compensation.”
|
(2)
|
Our contributions in
2015
represent discretionary matching contributions made in the form of phantom units granted to our named executive officers based on their individual elections to defer all or a portion of their cash award under the Cash Incentive Plan related to the
2015
fiscal year into the Deferred Compensation Plan. These amounts will not be reflected in the Summary Compensation Table until 2016 for applicable 2016 named executive officers.
|
(3)
|
Aggregate earnings in
2015
represent additional phantom units earned through DERs in the applicable named executive officer’s Deferred Compensation Plan account on phantom units granted under the executive contribution and the discretionary matching contribution in fiscal years 2014, 2013, 2012, 2011, 2010 and 2009. These amounts, which represent the fair value of the phantom units earned on the corresponding dates of our distributions to our unitholders in fiscal year
2015
, are included as compensation in
2015
under “Unit Awards” in the Summary Compensation Table.
|
(4)
|
Represents phantom units previously elected to defer upon vesting until July 1,
2015
. The amount reported in this column represents the fair market value of the common units on the distribution date.
|
(5)
|
While the aggregate balance of each participant’s Deferred Compensation Plan account at the end of the fiscal year is comprised of the phantom units related to the executive and discretionary matching contributions as well as the phantom
|
•
|
Cause.
Mr. Grube may be terminated for cause due to: (i) Mr. Grube’s willful and continuing failure (excluding as a result of his mental or physical incapacity) to perform his duties and responsibilities with us; (ii) Mr. Grube’s having committed any act of material dishonesty against us or any of our affiliates (including theft, misappropriation, embezzlement, forgery, fraud, or willful and intentional falsification of records or misrepresentations); (iii) Mr. Grube’s willful and continuing material breach of the employment agreement; (iv) Mr. Grube’s having been convicted of, or having entered a plea of nolo contendre to any felony; or (v) Mr. Grube’s having been the subject of any final and non-appealable order, judicial or administrative, obtained or issued by the SEC, for any securities violation involving fraud, including, for example, any such order consented to by Mr. Grube in which findings of facts or any legal conclusions establishing liability are neither admitted nor denied.
|
•
|
Change in Control.
Messrs. Grube’s and Murray’s agreements state that a change in control may occur upon any of the following events:
|
◦
|
any “person” or “group,” within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended, other than the Company or its Affiliates, or Fred M. Fehsenfeld Jr. or F. William Grube or their respective immediate families or Affiliates, becomes the beneficial owner, by way or merger, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the voting power of the outstanding equity interests of the Company;
|
◦
|
a person or entity other than the Company or an Affiliate of the Company becomes the general partner of the Company; or
|
◦
|
the sale or other disposition, including by liquidation or dissolution, of all or substantially all of the assets of the Company in one or more transactions to any person other than an Affiliate of the Company.
|
•
|
Good Reason.
Good reason under Mr. Grube’s employment agreement includes: (i) any material breach by us of the employment agreement; (ii) any requirement by us that Mr. Grube relocate outside of the metropolitan Indianapolis, Indiana area; (iii) failure of any successor to assume the employment agreement not later than the date as of which it acquires substantially all of the equity, assets or business of us; (iv) any material reduction in Mr. Grube’s title, authority, responsibilities, or duties (including a change that causes him to cease being a member of the board of directors or reporting directly and solely to the board of directors); or (v) the assignment of Mr. Grube any duties materially inconsistent with his duties as our executive vice chairman.
|
•
|
Totally Disabled.
Disabled under Mr. Grube’s employment agreement states that if he is unable to perform his duties under the employment agreement by reason of mental or physical incapacity for 90 consecutive calendar days during the Employment Period; provided that we will not have the right to terminate his employment for disability if (i) in the written opinion of a qualified physician reasonably acceptable to us is delivered to us within 30 days of our delivery to Mr. Grube of a notice of termination (as defined in the employment agreement), it is reasonably likely that Mr. Grube will be able to resume his duties on a regular basis within 90 days of the notice of termination and (ii) Mr. Grube does resume such duties within such time.
|
Name
|
Benefits
|
|
Termination by Us Without Cause, or Good Reason Termination by Executive
|
|
Termination by Us for Cause, or Without Good Reason Termination by Executive
|
|
Termination by Us Without Cause, or Good Reason Termination, in Connection with a Change in Control
|
|
Termination Due to Death or Disability
|
|
Change in Control
|
||||||||||
F. William Grube
|
Base Salary
(1)
|
|
$
|
1,363,089
|
|
|
$
|
—
|
|
|
$
|
1,363,089
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Compensation Incentive Awards
(2)
|
|
641,351
|
|
|
—
|
|
|
641,351
|
|
|
641,351
|
|
|
—
|
|
||||||
Long-Term Incentive Plan
(3)
|
|
752,598
|
|
|
—
|
|
|
752,598
|
|
|
752,598
|
|
|
752,598
|
|
||||||
Deferred Compensation Plan
(4)
|
|
694,720
|
|
|
678,433
|
|
|
694,720
|
|
|
694,720
|
|
|
694,720
|
|
||||||
Total
|
|
$
|
3,451,758
|
|
|
$
|
678,433
|
|
|
$
|
3,451,758
|
|
|
$
|
2,088,669
|
|
|
$
|
1,447,318
|
|
|
R. Patrick Murray, II
|
Base Salary
(1)
|
|
$
|
509,232
|
|
|
$
|
—
|
|
|
$
|
1,018,464
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Compensation Incentive Awards
(2)
|
|
646,920
|
|
|
—
|
|
|
1,293,841
|
|
|
431,280
|
|
|
—
|
|
||||||
Long-Term Incentive Plan
(3)
|
|
501,732
|
|
|
—
|
|
|
501,732
|
|
|
501,732
|
|
|
501,732
|
|
||||||
Deferred Compensation Plan
(4)
|
|
323,418
|
|
|
306,326
|
|
|
323,418
|
|
|
323,418
|
|
|
323,418
|
|
||||||
Post-Employment Health Care
(5)
|
|
8,885
|
|
|
—
|
|
|
26,654
|
|
|
—
|
|
|
—
|
|
||||||
Outplacement Assistance
(6)
|
|
50,000
|
|
|
—
|
|
|
50,000
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
2,040,187
|
|
|
$
|
306,326
|
|
|
$
|
3,214,109
|
|
|
$
|
1,256,430
|
|
|
$
|
825,150
|
|
|
William A. Anderson
|
Long-Term Incentive Plan
(3)
|
|
$
|
501,732
|
|
|
$
|
—
|
|
|
$
|
501,732
|
|
|
$
|
501,732
|
|
|
$
|
501,732
|
|
Total
|
|
$
|
501,732
|
|
|
$
|
—
|
|
|
$
|
501,732
|
|
|
$
|
501,732
|
|
|
$
|
501,732
|
|
|
Edward F. Juno
|
Long-Term Incentive Plan
(3)
|
|
$
|
433,043
|
|
|
$
|
—
|
|
|
$
|
433,043
|
|
|
$
|
433,043
|
|
|
$
|
433,043
|
|
Deferred Compensation Plan
(4)
|
|
174,631
|
|
|
40,059
|
|
|
174,631
|
|
|
174,631
|
|
|
174,631
|
|
||||||
Total
|
|
$
|
607,674
|
|
|
$
|
40,059
|
|
|
$
|
607,674
|
|
|
$
|
607,674
|
|
|
$
|
607,674
|
|
|
(1)
|
As per their employment agreements, Mr. Grube will receive 3 times his base salary and Mr. Murray will receive 3 times his base salary if a qualifying termination occurs within twenty-four months following a Change in Control (“Change in Control Period”) or 1.5 times his base salary if the qualifying termination occurs at any time other than the Change in Control Period.
|
(2)
|
As per their employment agreements, for termination due to death or disability, Messrs. Grube and Murray will be entitled to receive a pro rata portion of any incentive compensation awards for the bonus year in which the termination occurs. For termination for good reason by the executive or by us without cause, Mr. Grube will be entitled to receive a pro rata portion of any compensation incentive awards for the bonus year in which the termination occurs and Mr. Murray will be entitled to 3 times his cash incentive bonus if a qualifying termination occurs with the Change in Control Period or 1.5 times his cash incentive bonus if the termination occurs at any time other than the Change in Control Period. For termination without good reason by executive or by us with cause, Messrs. Grube and Murray will not be entitled to any pro rata portion of incentive compensation awards.
|
(3)
|
All amounts assume that the executives received full vesting of equity awards due to the applicable qualifying termination or Change in Control event, and the value of all phantom units pursuant to equity awards under the Long-Term Incentive Plan were valued at our
December 31, 2015
, closing common unit price of
$19.91
. As required pursuant to Section 409A of the Code, in the event that any of the executives are also “key employees” as defined in Section 409A of the Code at the time a settlement would become due, we would delay the settlement of such an executive’s equity awards until the first day of the seventh month following the applicable event requiring settlement of equity awards under the Long-Term Incentive Plan.
|
(4)
|
Amounts assume that the executives received full vesting of the accounts due to the applicable qualifying termination or Change in Control event or in the event of termination for cause, just the vested balance, and the value of all phantom units held in the Deferred Compensation Plan accounts was valued at our
December 31, 2015
, closing common unit price of
|
(5)
|
Per the employment agreement of Mr. Murray, in connection with certain qualifying terminations, if the executive timely and properly elects continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Reconciliation act of 1985 (“COBRA”) then: (i) the Company shall reimburse the executive for the difference between the monthly amount the executive pays to effect and continue such coverage for himself and spouse and eligible dependents, if any, and the monthly employee contribution amount that active similarly situated employees of the Company pay for the same or similar coverage under such group health plans; and (ii) on and after the date the executive is no longer eligible to receive COBRA continuation coverage, if the executive has not become eligible to receive coverage under a group health plan sponsored by another employer, then the Company shall pay a lump sum cash payment equal to the product of (x) the monthly reimbursement amount and (y) (A) if such termination does not occur within the Change of Control Period, 6 and (B) if such termination occurs within the Change in Control Period, 18.
|
(6)
|
Per the employment agreement for Mr. Murray, in connection with certain qualifying terminations, for the 12-month period beginning on his termination date, or until the executive begins other full-time employment with a new employer, whichever occurs first, the executive shall be entitled to receive outplacement services that are directly related to the termination of the executive’s employment and are provided by a nationally prominent executive outplacement services firm, provided however, that the total amount of the expenses paid by Company shall not exceed $50,000. A maximum payment is assumed to be made.
|
•
|
an annual fee of $50,000, payable in quarterly installments;
|
•
|
an annual award of restricted or phantom units with a market value of approximately $100,000;
|
•
|
an audit committee chair annual fee of $10,000, payable in quarterly installments;
|
•
|
a non-chair audit committee member annual fee of $6,000, payable in quarterly installments;
|
•
|
all other committee chair annual fee of $5,000, payable in quarterly installments; and
|
•
|
all other committee member annual fee of $2,500, payable in quarterly installments.
|
|
Director Compensation Table for 2015
|
||||||||||
Name
|
Fees Earned or
Paid in Cash
|
|
Unit
Awards
(1)
|
|
Total
|
||||||
Fred M. Fehsenfeld, Jr.
|
$
|
55,000
|
|
|
$
|
173,098
|
|
|
$
|
228,098
|
|
James S. Carter
|
$
|
61,000
|
|
|
$
|
182,356
|
|
|
$
|
243,356
|
|
Robert E. Funk
|
$
|
58,500
|
|
|
$
|
134,663
|
|
|
$
|
193,163
|
|
George C. Morris III
|
$
|
60,000
|
|
|
$
|
154,503
|
|
|
$
|
214,503
|
|
Daniel J. Sajkowski
|
$
|
50,000
|
|
|
$
|
99,996
|
|
|
$
|
149,996
|
|
Amy M. Schumacher
|
$
|
50,000
|
|
|
$
|
115,122
|
|
|
$
|
165,122
|
|
|
(1)
|
The amounts in this column are calculated based on the aggregate grant date fair value of (i) annual phantom unit awards to all non-employee directors, (ii) matching phantom unit awards granted to those non-employee directors who deferred all of the fees they earned in
2015
pursuant to the Deferred Compensation Plan and (iii) DERs credited in the form of phantom units earned on deferred fees and discretionary matches on such deferred fees. Please see “Compensation Discussion and
|
|
Annual Director Phantom Unit Awards
|
|||||||
|
Grant Date
|
|
Number of
Units Granted
(1)
|
|
Aggregate Grant Date Fair Value
|
|||
Fred M. Fehsenfeld, Jr.
|
January 7, 2016
|
|
5,288
|
|
|
$
|
99,996
|
|
James S. Carter
|
January 7, 2016
|
|
5,288
|
|
|
$
|
99,996
|
|
Robert E. Funk
|
January 7, 2016
|
|
5,288
|
|
|
$
|
99,996
|
|
George C. Morris III
|
January 7, 2016
|
|
5,288
|
|
|
$
|
99,996
|
|
Daniel J. Sajkowski
|
January 7, 2016
|
|
5,288
|
|
|
$
|
99,996
|
|
Amy M. Schumacher
|
January 7, 2016
|
|
5,288
|
|
|
$
|
99,996
|
|
|
(1)
|
With respect to this award, 25% of the phantom units vested immediately, entitling the director to receive an equal number of common units, with an additional 25% vesting on December 31
st
of each of the three successive years.
|
|
Annual Director Phantom Unit Awards
|
|||||
|
Number of Units That Have Not Vested
|
|
Market Value of Units That Have Not Vested
(1)
|
|||
Fred M. Fehsenfeld, Jr.
|
5,616
|
|
|
$
|
111,815
|
|
James S. Carter
|
5,616
|
|
|
$
|
111,815
|
|
Robert E. Funk
|
5,616
|
|
|
$
|
111,815
|
|
George C. Morris III
|
5,616
|
|
|
$
|
111,815
|
|
Daniel J. Sajkowski
|
4,341
|
|
|
$
|
86,429
|
|
Amy M. Schumacher
|
4,341
|
|
|
$
|
86,429
|
|
Total
|
31,146
|
|
|
$
|
620,118
|
|
|
(1)
|
The market value of each director’s unvested phantom units as of
December 31, 2015
was determined by multiplying all unvested phantom units by the closing price of our common units on
December 31, 2015
, which was
$19.91
.
|
|
(1)
|
The dollar amount of each director’s account as of
December 31, 2015
was determined by multiplying all phantom units deemed to be included in the participant’s account by the closing price of our common units on
December 31, 2015
, which was
$19.91
.
|
•
|
each person who beneficially owns 5% or more of our outstanding units;
|
•
|
each director of our general partner;
|
•
|
each named executive officer of our general partner; and
|
•
|
all directors, and executive officers of our general partner as a group.
|
Name of Beneficial Owner
|
Common
Units
Beneficially
Owned
|
|
Percentage of
Total Units
Beneficially
Owned
|
||
The Heritage Group
(1)(2)
|
11,867,533
|
|
|
15.64
|
%
|
Calumet, Incorporated
(2)
|
1,934,287
|
|
|
2.55
|
%
|
F. William Grube
(3)(4)
|
943,898
|
|
|
1.24
|
%
|
Fred M. Fehsenfeld, Jr.
(1)(2)(5)(6)
|
680,134
|
|
|
0.90
|
%
|
Timothy Go
|
1,577
|
|
|
*
|
|
R. Patrick Murray, II
|
49,727
|
|
|
*
|
|
William A. Anderson
(7)
|
24,074
|
|
|
*
|
|
Edward F. Juno
|
6,478
|
|
|
*
|
|
George C. Morris III
(8)
|
95,523
|
|
|
*
|
|
James S. Carter
|
52,591
|
|
|
*
|
|
Robert E. Funk
|
44,545
|
|
|
*
|
|
Daniel J. Sajkowski
|
5,098
|
|
|
*
|
|
Amy M. Schumacher
(1)(7)(9)
|
14,798
|
|
|
*
|
|
All directors and executive officers as a group (11 persons)
|
1,918,443
|
|
|
2.53
|
%
|
|
*
|
= less than 1 percent.
|
(1)
|
Thirty grantor trusts indirectly own all of the outstanding general partner interests in The Heritage Group, an Indiana general partnership. The direct or indirect beneficiaries of the grantor trusts are members of the Fehsenfeld family. Each of the grantor trusts has five trustees, Fred M. Fehsenfeld, Jr., James C. Fehsenfeld, Nicholas J. Rutigliano, William S. Fehsenfeld and Amy M. Schumacher, each of whom exercises equivalent voting rights with respect to each such trust. Each of Fred M. Fehsenfeld, Jr. and Amy M. Schumacher, who are directors of our general partner, disclaims beneficial ownership of all of the common units owned by The Heritage Group, and none of these units are shown as being beneficially owned by such directors in the table above. Of these common units, 367,197 are owned by The Heritage Group Investment Company, LLC (“Investment LLC”). Investment LLC is under common ownership with The Heritage Group. The Heritage Group, although not the owner of the common units, serves as the Manager of Investment LLC, and in that capacity has sole voting and investment power over the common units. The Heritage Group disclaims beneficial ownership of the common units owned by Investment LLC except to the extent of its pecuniary interest therein. The address for The Heritage Group is 5400 W. 86th St., Indianapolis, Indiana, 46268.
|
(2)
|
The common units of Calumet, Incorporated are indirectly owned 45.8% by The Heritage Group and 5.1% by Fred M. Fehsenfeld, Jr. personally. Fred M. Fehsenfeld, Jr. is also a director of Calumet, Incorporated. Accordingly, 885,294 of the common units owned by Calumet, Incorporated are also shown as being beneficially owned by The Heritage Group in the table above, and 97,971 of the common units owned by Calumet, Incorporated are also shown as being beneficially owned by Fred M. Fehsenfeld, Jr. in the table above. The Heritage Group and Fred M. Fehsenfeld, Jr. disclaim beneficial ownership of all of the common units owned by Calumet, Incorporated in excess of their respective pecuniary interests in such units. The address of Calumet, Incorporated is 5400 W. 86th St., Indianapolis, Indiana, 46268.
|
(3)
|
Includes 775,000 common units that are owned by AEG Associates II, LLC, an Indiana limited liability company (“AEG II”). F. William Grube has sole voting and investment power over the common units. AEG II is co-owned by F. William Grube, William F. Grube, Jennifer G. Straumins and one grantor retained annuity trust for which Jennifer G. Straumins serves as sole trustee. F. William Grube disclaims beneficial ownership of the common units owned by AEG II except to the extent of his pecuniary interest therein.
|
(4)
|
Includes common units that are owned by the spouse of F. William Grube, for which he disclaims beneficial ownership.
|
(5)
|
Includes common units that are owned by the spouse and certain children of Fred M. Fehsenfeld, Jr., for which he disclaims beneficial ownership.
|
(6)
|
Does not include a total of 1,979,804 common units owned by two trusts, the direct or indirect beneficiaries of which are members of the Fred M. Fehsenfeld, Jr. family. Each of the trusts has five trustees, Fred M. Fehsenfeld, Jr., James C. Fehsenfeld, Nicholas J. Rutigliano, William S. Fehsenfeld and Amy M. Schumacher, each of whom exercises equivalent voting rights with respect to each such trust. Each of Fred M. Fehsenfeld, Jr. and Amy M. Schumacher, who are directors of our general partner, disclaims beneficial ownership of all of the common units owned by the trusts, and none of these units are shown as being beneficially owned by such directors in the table above.
|
(7)
|
Includes common units that are owned by the children of William A. Anderson, for which he disclaims beneficial ownership.
|
(8)
|
Includes common units that are owned by the spouse of George C. Morris III, for which he disclaims beneficial ownership.
|
(9)
|
Includes common units that are owned by the spouse and children of Amy M. Schumacher, for which she disclaims beneficial ownership. The address of Amy M. Schumacher is 6510 Telecom Dr., Suite 425, Indianapolis, Indiana, 46268.
|
|
Number of Securities
to be Issued Upon
Exercise of Outstanding
Options, Warrants
and Rights
(1)
(a)
|
|
Weighted-Average
Exercise Price
of Outstanding
Options, Warrants
and Rights
(b)
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected
in Column (a))
(c)
|
||||
Long-Term Incentive Plan
|
1,173,820
|
|
|
—
|
|
|
2,099,066
|
|
|
Total
|
1,173,820
|
|
|
$
|
—
|
|
|
2,099,066
|
|
|
(1)
|
The Long-Term Incentive Plan contemplates the issuance or delivery of up to 3,883,960 common units to satisfy awards under the plan. The number of units presented in column (a) assumes that all outstanding grants may be satisfied by the issuance of new units or the purchase of existing units on the open market upon vesting. In fact, some portion of the phantom units may be settled in cash and some portion will be withheld for taxes. Any units not issued upon vesting will become “available for future issuance” under Column (c). For more information on our Long-Term Incentive Plan, which did not require approval by our limited partners, refer to Item 11 “Executive and Director Compensation — Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Description of Long-Term Incentive Plan.”
|
•
|
any business owned or operated by The Heritage Group or any of its affiliates as of January 31, 2006;
|
•
|
the refining and marketing of asphalt and asphalt-related products and related product development activities;
|
•
|
the refining and marketing of other products that do not produce “qualifying income” as defined in the Internal Revenue Code;
|
•
|
the purchase and ownership of up to 9.9% of any class of securities of any entity engaged in any restricted business;
|
•
|
any restricted business acquired or constructed that The Heritage Group or any of its affiliates acquires or constructs that has a fair market value or construction cost, as applicable, of less than $5.0 million;
|
•
|
any restricted business acquired or constructed that has a fair market value or construction cost, as applicable, of $5.0 million or more if we have been offered the opportunity to purchase it for fair market value or construction cost and we decline to do so with the concurrence of the conflicts committee of the board of directors of our general partner; and
|
•
|
any business conducted by The Heritage Group with the approval of the conflicts committee of the board of directors of our general partner.
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Audit fees
|
$
|
6.6
|
|
|
$
|
5.8
|
|
Audit-related fees
|
0.2
|
|
|
0.2
|
|
||
Tax fees
|
0.1
|
|
|
0.1
|
|
||
Total
|
$
|
6.9
|
|
|
$
|
6.1
|
|
Exhibit Number
|
|
|
|
Description
|
2.1
|
|
—
|
|
Unit Purchase Agreement, dated as of June 5, 2012, by and among Calumet Lubricants Co., Limited Partnership, Royal Purple, Inc. and the shareholders of Royal Purple, Inc. named therein (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 8, 2012 (File No. 000-51734)).
|
2.2
|
|
—
|
|
Share Purchase Agreement, dated as of August 14, 2012, among Calumet Specialty Products Partners, L.P. and Connacher Oil and Gas Limited (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on August 20, 2012 (File No.
000-51734)).
|
2.3
|
|
—
|
|
Securities Purchase Agreement, dated as of March 25, 2014, by and among ADF Holdings, Inc., Calumet Lubricants Co., Limited Partnership, the sellers listed therein, GarMark Advisors II L.L.C., as the sellers’ representative, and Calumet Specialty Products Partners, L.P., as guarantor (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 26, 2014 (File No. 000-51734)).
|
3.1
|
|
—
|
|
Certificate of Limited Partnership of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on October 7, 2005 (File No. 333-128880)).
|
3.2
|
|
—
|
|
Amended and Restated Limited Partnership Agreement of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 13, 2006 (File No. 000-51734)).
|
3.3
|
|
—
|
|
Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 11, 2006 (File No. 000-51734)).
|
3.4
|
|
—
|
|
Amendment No. 2 to First Amended and Restated Agreement of Limited Partnership of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 18, 2008 (File No. 000-51734)).
|
3.5
|
|
—
|
|
Certificate of Formation of Calumet GP, LLC (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on October 7, 2005 (File No. 333-128880)).
|
3.6
|
|
—
|
|
Amended and Restated Limited Liability Company Agreement of Calumet GP, LLC (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 13, 2006 (File No. 000-51734)).
|
4.1
|
|
—
|
|
Specimen Unit Certificate representing common units (incorporated by reference to Exhibit 3.7 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 4, 2010 (File No. 000-51734).
|
4.2
|
|
—
|
|
Indenture, dated November 26, 2013, by and among Calumet Specialty Products, L.P., Calumet Finance Corp., certain subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 26, 2013 (File No. 000-51734)).
|
Exhibit Number
|
|
|
|
Description
|
4.3
|
|
—
|
|
Indenture, dated March 31, 2014, by and among Calumet Specialty Products, L.P., Calumet Finance Corp., certain subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 31, 2014 (File No. 000-51734)).
|
4.4
|
|
—
|
|
Indenture, dated March 27, 2015, by and among Calumet Specialty Products, L.P., Calumet Finance Corp., certain subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 30, 2015 (File No. 000-51734)).
|
4.5
|
|
—
|
|
Registration Rights Agreement, dated March 27, 2015, by and among the Issuers, the Guarantors and the Initial Purchasers, relating to the offering of the 2023 Notes (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 30, 2015 (File No. 000-51734)).
|
10.1
|
|
—
|
|
Amended Crude Oil Sale Contract, effective April 1, 2008, between Plains Marketing, L.P. and Calumet Shreveport Fuels, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 20, 2008 (File No. 000-51734)).
|
10.2*
|
|
—
|
|
Calumet Specialty Products Partners, L.P. Executive Deferred Compensation Plan, dated December 18, 2008 and effective January 1, 2009 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 22, 2008 (File No. 000-51734)).
|
10.3*
|
|
—
|
|
Form of Phantom Unit Grant Agreement (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on January 28, 2009 (File No. 000-51734)).
|
10.4* **
|
|
—
|
|
F. William Grube Amended and Restated Employment Agreement dated and effective December 31, 2015.
|
10.5
|
|
—
|
|
Omnibus Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 13, 2006 (File No. 000-51734)).
|
10.6*
|
|
—
|
|
Form of Unit Option Grant (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1/A filed with the Commission on November 16, 2005 (File No. 333-128880)).
|
10.7* **
|
|
—
|
|
Jennifer G. Straumins Severance and Consulting Agreement and General Release, dated May 18, 2015 and effective as of March 31, 2015.
|
10.8*
|
|
—
|
|
R. Patrick Murray, II Employment Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on May 9, 2014 (File No. 000-51734)).
|
10.9* **
|
|
—
|
|
Timothy R. Barnhart Severance and Consulting Agreement and General Release, dated March 13, 2015 and effective March 13, 2015.
|
10.10
|
|
—
|
|
Second Amended and Restated Credit Agreement, dated as of July 14, 2014, by and among Calumet Specialty Products Partners, L.P. and certain of its subsidiaries as Borrowers, certain of its subsidiaries as Guarantors, the Lenders, Bank of America, N.A., as Agent, JPMorgan Chase Bank, N.A. and Wells Fargo Capital Finance, LLC, as Co-Syndication Agents, U.S. Bank National Association and Deutsche Bank Trust Company Americas, as Co-Documentation Agents and Bank of America, N.A., J.P. Morgan Securities LLC and Wells Fargo Capital Finance, LLC, as Joint Lead Arrangers and Joint Book Runners (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 17, 2014 (File No. 000-51734)).
|
10.11**
|
|
—
|
|
First Amendment to Second Amended and Restated Credit Agreement, dated as of December 4, 2015, by and among Calumet Specialty Products Partners, L.P. and certain of its subsidiaries as Borrowers, certain of its subsidiaries as Guarantors, the Lenders, Bank of America, N.A., as Agent, JPMorgan Chase Bank, N.A. and Wells Fargo Capital Finance, LLC, as Co-Syndication Agents, U.S. Bank National Association and Deutsche Bank Trust Company Americas, as Co-Documentation Agents and Bank of America, N.A., J.P. Morgan Securities LLC and Wells Fargo Capital Finance, LLC, as Joint Lead Arrangers and Joint Book Runners.
|
10.12
|
|
—
|
|
Collateral Trust Agreement, as amended, dated as of April 21, 2011, among Calumet Lubricants Co., Limited Partnership, the guarantors party thereto, the secured hedge counterparties thereto and Bank of America, N.A. (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 8, 2011 (File No. 000-51734)).
|
10.13
|
|
—
|
|
Amendment No. 2 to Collateral Trust Agreement, effective as of September 30, 2011, by and among Calumet Lubricants Co., Limited Partnership, the guarantors party thereto, the secured hedge counterparties thereto and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 6, 2011 (File No. 000-51734)).
|
10.14
|
|
—
|
|
Amended and Restated Crude Oil Purchase Agreement, dated April 1, 2012 by and between BP Products North America Inc. and Calumet Superior, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 9, 2012 (File No. 000-51734)). Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
|
Exhibit Number
|
|
|
|
Description
|
10.15
|
|
—
|
|
William H. Hatch Amended and Restated Employment Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 16, 2015 (File No. 000-51734)).
|
10.16
|
|
—
|
|
Timothy Go Employment, Confidentiality, and Non-Compete Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 16, 2015 (File No. 000-51734)).
|
10.17
|
|
—
|
|
Amended and Restated Long-Term Incentive Plan, effective as of December 10, 2015 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 11, 2015 (File No. 000-51734)).
|
12.1**
|
|
—
|
|
Statement regarding computation of ratios.
|
21.1**
|
|
—
|
|
List of Subsidiaries of Calumet Specialty Products Partners, L.P.
|
23.1**
|
|
—
|
|
Consent of Ernst & Young, LLP, independent registered public accounting firm.
|
23.2**
|
|
—
|
|
Consent of Eide Bailly LLP, independent registered public accounting firm.
|
31.1**
|
|
—
|
|
Sarbanes-Oxley Section 302 certification of Timothy Go.
|
31.2**
|
|
—
|
|
Sarbanes-Oxley Section 302 certification of R. Patrick Murray, II.
|
32.1***
|
|
—
|
|
Sarbanes-Oxley Section 906 certification of Timothy Go and R. Patrick Murray, II.
|
99.1**
|
|
—
|
|
Financial statements of Dakota Prairie Refining, Inc.
|
100.INS**
|
|
—
|
|
XBRL Instance Document.
|
101.SCH**
|
|
—
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL**
|
|
—
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF**
|
|
—
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB**
|
|
—
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE**
|
|
—
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
*
|
Identifies management contract and compensatory plan arrangements.
|
**
|
Filed herewith.
|
***
|
Furnished herewith.
|
|
|
|
|
|
CALUMET SPECIALTY PRODUCTS
PARTNERS, L.P.
|
||
|
|
|
|
|
By:
|
|
CALUMET GP, LLC
its general partner
|
|
|
|
|
|
By:
|
|
/s/ Timothy Go
|
|
|
|
Timothy Go
|
|
|
|
Chief Executive Officer
|
Name
|
|
Title
|
|
|
Date
|
|
|
|
|
|
|
/s/ Timothy Go
|
|
Chief Executive Officer and Vice Chairman of the Board of Calumet GP, LLC (Principal Executive Officer)
|
|
Date:
|
February 29, 2016
|
Timothy Go
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ R. Patrick Murray, II
|
|
Executive Vice President, Chief Financial Officer and Secretary of Calumet GP, LLC (Principal Accounting and Financial Officer)
|
|
Date:
|
February 29, 2016
|
R. Patrick Murray, II
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Fred M. Fehsenfeld, Jr.
|
|
Director and Chairman of the Board of Calumet GP, LLC
|
|
Date:
|
February 29, 2016
|
Fred M. Fehsenfeld, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ James S. Carter
|
|
Director of Calumet GP, LLC
|
|
Date:
|
February 29, 2016
|
James S. Carter
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Robert E. Funk
|
|
Director of Calumet GP, LLC
|
|
Date:
|
February 29, 2016
|
Robert E. Funk
|
|
|
|
|
|
|
|
|
|
|
|
/s/ George C. Morris III
|
|
Director of Calumet GP, LLC
|
|
Date:
|
February 29, 2016
|
George C. Morris III
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Daniel J. Sajkowski
|
|
Director of Calumet GP, LLC
|
|
Date:
|
February 29, 2016
|
Daniel J. Sajkowski
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Amy M. Schumacher
|
|
Director of Calumet GP, LLC
|
|
Date:
|
February 29, 2016
|
Amy M. Schumacher
|
|
|
|
|
Exhibit Number
|
|
|
|
Description
|
2.1
|
|
—
|
|
Unit Purchase Agreement, dated as of June 5, 2012, by and among Calumet Lubricants Co., Limited Partnership, Royal Purple, Inc. and the shareholders of Royal Purple, Inc. named therein (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 8, 2012 (File No. 000-51734)).
|
2.2
|
|
—
|
|
Share Purchase Agreement, dated as of August 14, 2012, among Calumet Specialty Products Partners, L.P. and Connacher Oil and Gas Limited (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on August 20, 2012 (File No.
000-51734)). |
2.3
|
|
|
|
Securities Purchase Agreement, dated as of March 25, 2014, by and among ADF Holdings, Inc., Calumet Lubricants Co., Limited Partnership, the sellers listed therein, GarMark Advisors II L.L.C., as the sellers’ representative, and Calumet Specialty Products Partners, L.P., as guarantor (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 26, 2014 (File No. 000-51734)).
|
3.1
|
|
—
|
|
Certificate of Limited Partnership of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on October 7, 2005 (File No. 333-128880)).
|
3.2
|
|
—
|
|
Amended and Restated Limited Partnership Agreement of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 13, 2006 (File No. 000-51734)).
|
3.3
|
|
—
|
|
Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 11, 2006 (File No. 000-51734)).
|
3.4
|
|
—
|
|
Amendment No. 2 to First Amended and Restated Agreement of Limited Partnership of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 18, 2008 (File No. 000-51734)).
|
3.5
|
|
—
|
|
Certificate of Formation of Calumet GP, LLC (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on October 7, 2005 (File No. 333-128880)).
|
3.6
|
|
—
|
|
Amended and Restated Limited Liability Company Agreement of Calumet GP, LLC (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 13, 2006 (File No. 000-51734)).
|
4.1
|
|
—
|
|
Specimen Unit Certificate representing common units (incorporated by reference to Exhibit 3.7 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 4, 2010 (File No. 000-51734).
|
4.2
|
|
—
|
|
Indenture, dated November 26, 2013, by and among Calumet Specialty Products, L.P., Calumet Finance Corp., certain subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 26, 2013 (File No. 000-51734)).
|
4.3
|
|
—
|
|
Indenture, dated March 31, 2014, by and among Calumet Specialty Products, L.P., Calumet Finance Corp., certain subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 31, 2014 (File No. 000-51734)).
|
4.4
|
|
—
|
|
Indenture, dated March 27, 2015, by and among Calumet Specialty Products, L.P., Calumet Finance Corp., certain subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 30, 2015 (File No. 000-51734)).
|
4.5
|
|
—
|
|
Registration Rights Agreement, dated March 27, 2015, by and among the Issuers, the Guarantors and the Initial Purchasers, relating to the offering of the 2023 Notes (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 30, 2015 (File No. 000-51734)).
|
10.1
|
|
—
|
|
Amended Crude Oil Sale Contract, effective April 1, 2008, between Plains Marketing, L.P. and Calumet Shreveport Fuels, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 20, 2008 (File No. 000-51734)).
|
10.2*
|
|
—
|
|
Calumet Specialty Products Partners, L.P. Executive Deferred Compensation Plan, dated December 18, 2008 and effective January 1, 2009 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 22, 2008 (File No. 000-51734)).
|
10.3*
|
|
—
|
|
Form of Phantom Unit Grant Agreement (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on January 28, 2009 (File No. 000-51734)).
|
Exhibit Number
|
|
|
|
Description
|
10.4* **
|
|
—
|
|
F. William Grube Amended and Restated Employment Agreement dated and effective December 31, 2015.
|
10.5
|
|
—
|
|
Omnibus Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 13, 2006 (File No. 000-51734)).
|
10.6*
|
|
—
|
|
Form of Unit Option Grant (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1/A filed with the Commission on November 16, 2005 (File No. 333-128880)).
|
10.7* **
|
|
—
|
|
Jennifer G. Straumins Severance and Consulting Agreement and General Release, dated May 18, 2015 and effective as of March 31, 2015.
|
10.8*
|
|
—
|
|
R. Patrick Murray, II Employment Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on May 9, 2014 (File No. 000-51734)).
|
10.9* **
|
|
—
|
|
Timothy R. Barnhart Severance and Consulting Agreement and General Release, dated March 13, 2015 and effective March 13, 2015.
|
10.10
|
|
|
|
Second Amended and Restated Credit Agreement, dated as of July 14, 2014, by and among Calumet Specialty Products Partners, L.P. and certain of its subsidiaries as Borrowers, certain of its subsidiaries as Guarantors, the Lenders, Bank of America, N.A., as Agent, JPMorgan Chase Bank, N.A. and Wells Fargo Capital Finance, LLC, as Co-Syndication Agents, U.S. Bank National Association and Deutsche Bank Trust Company Americas, as Co-Documentation Agents and Bank of America, N.A., J.P. Morgan Securities LLC and Wells Fargo Capital Finance, LLC, as Joint Lead Arrangers and Joint Book Runners (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 17, 2014 (File No. 000-51734)).
|
10.11**
|
|
|
|
First Amendment to Second Amended and Restated Credit Agreement, dated as of December 4, 2015, by and among Calumet Specialty Products Partners, L.P. and certain of its subsidiaries as Borrowers, certain of its subsidiaries as Guarantors, the Lenders, Bank of America, N.A., as Agent, JPMorgan Chase Bank, N.A. and Wells Fargo Capital Finance, LLC, as Co-Syndication Agents, U.S. Bank National Association and Deutsche Bank Trust Company Americas, as Co-Documentation Agents and Bank of America, N.A., J.P. Morgan Securities LLC and Wells Fargo Capital Finance, LLC, as Joint Lead Arrangers and Joint Book Runners.
|
10.12
|
|
—
|
|
Collateral Trust Agreement, as amended, dated as of April 21, 2011, among Calumet Lubricants Co., Limited Partnership, the guarantors party thereto, the secured hedge counterparties thereto and Bank of America, N.A. (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 8, 2011 (File No. 000-51734)).
|
10.13
|
|
—
|
|
Amendment No. 2 to Collateral Trust Agreement, effective as of September 30, 2011, by and among Calumet Lubricants Co., Limited Partnership, the guarantors party thereto, the secured hedge counterparties thereto and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 6, 2011 (File No. 000-51734)).
|
10.14
|
|
—
|
|
Amended and Restated Crude Oil Purchase Agreement, dated April 1, 2012 by and between BP Products North America Inc. and Calumet Superior, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 9, 2012 (File No. 000-51734)). Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
|
10.15
|
|
—
|
|
William H. Hatch Amended and Restated Employment Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 16, 2015 (File No. 000-51734)).
|
10.16
|
|
—
|
|
Timothy Go Employment, Confidentiality, and Non-Compete Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 16, 2015 (File No. 000-51734)).
|
10.17
|
|
—
|
|
Amended and Restated Long-Term Incentive Plan, effective as of December 10, 2015 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 11, 2015 (File No. 000-51734)).
|
12.1**
|
|
—
|
|
Statement regarding computation of ratios.
|
21.1**
|
|
—
|
|
List of Subsidiaries of Calumet Specialty Products Partners, L.P.
|
23.1**
|
|
—
|
|
Consent of Ernst & Young, LLP, independent registered public accounting firm.
|
23.2**
|
|
—
|
|
Consent of Eide Bailly LLP, independent registered public accounting firm.
|
31.1**
|
|
—
|
|
Sarbanes-Oxley Section 302 certification of Timothy Go.
|
31.2**
|
|
—
|
|
Sarbanes-Oxley Section 302 certification of R. Patrick Murray, II.
|
32.1***
|
|
—
|
|
Sarbanes-Oxley Section 906 certification of Timothy Go and R. Patrick Murray, II.
|
99.1**
|
|
—
|
|
Financial statements of Dakota Prairie Refining, Inc.
|
100.INS**
|
|
—
|
|
XBRL Instance Document.
|
Exhibit Number
|
|
|
|
Description
|
101.SCH**
|
|
—
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL**
|
|
—
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF**
|
|
—
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB**
|
|
—
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE**
|
|
—
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
*
|
Identifies management contract and compensatory plan arrangements.
|
**
|
Filed herewith.
|
***
|
Furnished herewith.
|
|
|
|
|
|
|
|
|
|
CALUMET GP, LLC
|
||||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ R. Patrick Murray, II
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name: R. Patrick Murray, II
|
|
|
|
|
|
|
Title: Executive Vice President, Chief Financial Officer and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
EXECUTIVE
|
||||
|
|
|
|
|
|
|
|
|
|
|
/s/ F. William Grube
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F. William Grube
|
|
|
|
|
|
EXECUTIVE
|
|
|
|
|
|
Signature:
|
|
|
|
|
|
Date:
|
|
|
|
|
|
CALUMET GP, LLC
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
|
|
|
Date:
|
JENNIFER G. STRAUMINS
|
|
CALUMET GP, LLC
|
|
|
|
/s/ JENNIFER G. STRAUMINS
|
|
/s/ WILLIAM H. HATCH
|
Signature
|
|
Signature
|
|
|
|
Jennifer G. Straumins
|
|
William H. Hatch
|
Printed Signature
|
|
Printed Signature
|
“Executive”
|
|
|
|
|
Interim Chief Executive Officer
|
|
|
Title
|
|
|
“Company”
|
/s/ JENNIFER G. STRAUMINS
|
|
May 18, 2015
|
Jennifer G. Straumins
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TIMOTHY R. BARNHART
|
|
CALUMET GP, LLC
|
|
|
|
/s/ TIMOTHY R. BARNHART
|
|
/s/ F. WILLIAM GRUBE
|
Signature
|
|
Signature
|
|
|
|
Timothy R. Barnhart
|
|
F. William Grube
|
Printed Signature
|
|
Printed Signature
|
“Executive”
|
|
|
|
|
Chief Executive Officer
|
|
|
Title
|
|
|
“Company”
|
|
BORROWERS
:
|
|
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P
., as a Borrower
By: Calumet GP, LLC, its general partner
By:
/s/ R. PATRICK MURRAY, II
Name: R. Patrick Murray, II
Title: Executive Vice President and Chief Financial Officer
|
|
CALUMET LP GP, LLC
, as a Borrower
By: Calumet Operating, LLC, its sole member
By: Calumet Specialty Products Partners, L.P., its sole member
By: Calumet GP, LLC, its general partner
By:
/s/ R. PATRICK MURRAY, II
Name: R. Patrick Murray, II
Title: Executive Vice President and Chief Financial Officer
|
|
CALUMET OPERATING, LLC
, as a Borrower
By: Calumet Specialty Products Partners, L.P., its sole member
By: Calumet GP, LLC, its general partner
By:
/s/ R. PATRICK MURRAY, II
Name: R. Patrick Murray, II
Title: Executive Vice President and Chief Financial Officer
|
|
CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP
, as a Borrower
By: Calumet LP GP, LLC, its general partner
By: Calumet Operating, LLC, its sole member
By: Calumet Specialty Products Partners, L.P.,
its sole member
By: Calumet GP, LLC, its general partner
By:
/s/ R. PATRICK MURRAY, II
Name: R. Patrick Murray, II
Title: Executive Vice President and
Chief Financial Officer |
|
|
|
CALUMET SHREVEPORT LUBRICANTS & WAXES, LLC
,
as a Borrower
By: Calumet Lubricants Co., Limited Partnership,
its sole member
By: Calumet LP GP, LLC, its general partner
By: Calumet Operating, LLC, its sole member
By: Calumet Specialty Products Partners, L.P.,
its sole member
By: Calumet GP, LLC, its general partner
By:
/s/ R. PATRICK MURRAY, II
Name: R. Patrick Murray, II
Title: Executive Vice President and
Chief Financial Officer |
|
CALUMET SHREVEPORT FUELS, LLC
, as a Borrower
By: Calumet Lubricants Co., Limited Partnership, its sole member
By: Calumet LP GP, LLC, its general partner
By: Calumet Operating, LLC, its sole member
By: Calumet Specialty Products Partners, L.P.,
its sole member
By: Calumet GP, LLC, its general partner
By:
/s/ R. PATRICK MURRAY, II
Name: R. Patrick Murray, II
Title: Executive Vice President and Chief Financial Officer
|
|
CALUMET SALES COMPANY INCORPORATED
, as a Borrower
By:
/s/ JOHN R. KRUTZ
Name: John R. Krutz
Title: Vice President-Finance and Treasurer
|
|
CALUMET PENRECO, LLC
, as a Borrower
By: Calumet Lubricants Co., Limited Partnership, its sole member
By: Calumet LP GP, LLC, its general partner
By: Calumet Operating, LLC, its sole member
By: Calumet Specialty Products Partners, L.P., its sole member
By: Calumet GP, LLC, its general partner
By:
/s/ R. PATRICK MURRAY, II
Name: R. Patrick Murray, II
Title: Executive Vice President and Chief Financial Officer
|
|
CALUMET FINANCE CORP.
, as a Borrower
By:
/s/ JOHN R. KRUTZ
Name: John R. Krutz
Title: Vice President-Finance and Treasurer
|
|
CALUMET SUPERIOR, LLC
, as a Borrower
By: Calumet Lubricants Co., Limited Partnership, its sole member
By: Calumet LP GP, LLC, its general partner
By: Calumet Operating, LLC, its sole member
By: Calumet Specialty Products Partners, L.P., its sole member
By: Calumet GP, LLC, its general partner
By:
/s/ R. PATRICK MURRAY, II
Name: R. Patrick Murray, II
Title: Executive Vice President and Chief Financial Officer
|
|
CALUMET MISSOURI, LLC
, as a Borrower
By: Calumet Lubricants Co., Limited Partnership, its sole member
By: Calumet LP GP, LLC, its general partner
By: Calumet Operating, LLC, its sole member
By: Calumet Specialty Products Partners, L.P., its sole member
By: Calumet GP, LLC, its general partner
By:
/s/ R. PATRICK MURRAY, II
Name: R. Patrick Murray, II
Title: Executive Vice President and Chief Financial Officer
|
|
CALUMET PACKAGING, LLC
, as a Borrower
By: Calumet Lubricants Co., Limited Partnership, its sole member
By: Calumet LP GP, LLC, its general partner
By: Calumet Operating, LLC, its sole member
By: Calumet Specialty Products Partners, L.P., its sole member
By: Calumet GP, LLC, its general partner
By:
/s/ R. PATRICK MURRAY, II
Name: R. Patrick Murray, II
Title: Executive Vice President and Chief Financial Officer
|
|
ROYAL PURPLE, LLC
, as a Borrower
By: Calumet Lubricants Co., Limited Partnership, its sole member
By: Calumet LP GP, LLC, its general partner
By: Calumet Operating, LLC, its sole member
By: Calumet Specialty Products Partners, L.P., its sole member
By: Calumet GP, LLC, its general partner
By:
/s/ R. PATRICK MURRAY, II
Name: R. Patrick Murray, II
Title: Executive Vice President and Chief Financial Officer
|
|
CALUMET MONTANA REFINING, LLC
, as a Borrower
By: Calumet Lubricants Co., Limited Partnership, its sole member
By: Calumet LP GP, LLC, its general partner
By: Calumet Operating, LLC, its sole member
By: Calumet Specialty Products Partners, L.P., its sole member
By: Calumet GP, LLC, its general partner
By:
/s/ R. PATRICK MURRAY, II
Name: R. Patrick Murray, II
Title: Executive Vice President and Chief Financial Officer
|
|
CALUMET MONTANA REFINING, LLC
, as a Borrower
By: Calumet Shreveport Fuels, LLC, its sole member
By: Calumet Lubricants Co., Limited Partnership, its sole member
By: Calumet LP GP, LLC, its general partner
By: Calumet Operating, LLC, its sole member
By: Calumet Specialty Products Partners, L.P., its sole member
By: Calumet GP, LLC, its general partner
By:
/s/ R. PATRICK MURRAY, II
Name: R. Patrick Murray, II
Title: Executive Vice President and Chief Financial Officer
|
|
BEL-RAY COMPANY, LLC
, as a Borrower
By: Calumet Lubricants Co., Limited Partnership, its sole member
By: Calumet LP GP, LLC, its general partner
By: Calumet Operating, LLC, its sole member
By: Calumet Specialty Products Partners, L.P., its sole member
By: Calumet GP, LLC, its general partner
By:
/s/ R. PATRICK MURRAY, II
Name: R. Patrick Murray, II
Title: Executive Vice President and Chief Financial Officer
|
|
WELD CORPORATION
, as a Borrower
By:
/s/ JOHN R. KRUTZ
Name: John R. Krutz
Title: Vice President-Finance and Treasurer
|
|
ADF HOLDINGS, INC.
, as a Borrower
By:
/s/ JOHN R. KRUTZ
Name: John R. Krutz
Title: Vice President-Finance and Treasurer
|
|
ANCHOR DRILLING FLUIDS USA, INC.
, as a Borrower
By:
/s/ JOHN R. KRUTZ
Name: John R. Krutz
Title: Vice President-Finance and Treasurer
|
|
CALUMET NORTH DAKOTA, LLC
, as a Borrower
By: Calumet Lubricants Co., Limited Partnership, its sole member
By: Calumet LP GP, LLC, its general partner
By: Calumet Operating, LLC, its sole member
By: Calumet Specialty Products Partners, L.P., sole member
By: Calumet GP, LLC, its general partner
By:
/s/ R. PATRICK MURRAY, II
Name: R. Patrick Murray, II
Title: Executive Vice President and Chief Financial Officer
|
|
KURLIN COMPANY, LLC
, a Delaware limited liability company, as a Borrower
By:
/s/ JOHN R. KRUTZ
Name: John R. Krutz
Title: Vice President-Finance and Treasurer
|
|
ANCHOR OILFIELD SERVICES, LLC
, as a Borrower
By:
/s/ JOHN R. KRUTZ
Name: John R. Krutz
Title: Vice President-Finance and Treasurer
|
AGENT AND LENDERS
:
|
BANK OF AMERICA, N.A.
, as Agent, a Lender and an Issuing Bank
By:
/s/ HANCE VANBEBER
Name: Hance VanBeber
Title: Senior Vice President
|
|
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as Co-Syndication agent and a Lender
By:
/s/ MARK BRADFORD
Name: Hance VanBeber
Title: Duly Authorized Signatory
|
|
JPMORGAN CHASE BANK, N.A.,
as Co-Syndication agent and a Lender
By:
/s/ KRISTI L. WEST
Name: Kristi L. West
Title: Authorized Officer
|
|
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as a Lender
By:
/s/ CHRIS CHAPMAN
Name: Chris Chapman
Title: Director
By:
/s/ SHAI BANDNER
Name: Shai Bandner
Title: Vice President
|
|
PNC BANK, NATIONAL ASSOCIATION,
as Co-Documentation agent and a Lender
By:
/s/ W. REED PADEN
Name: W. Reed Paden
Title: Vice President
|
|
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:
/s/ ROD SWENSON
Name: Rod Swenson
Title: Vice President
|
|
REGIONS BANK,
as a Lender
By:
/s/ STEPHEN J. MCGREEVY
Name: Stephen J. McGreevy
Title: Managing Director
|
|
BARCLAYS BANK PLC,
as a Lender
By:
/s/ VANESSA A. KURBATSKLY
Name: Vanessa A. Kurbatskly
Title: Vice President
|
|
NATIXIS,
as a Lender
By:
/s/ JARRETT C. PRICE
Name: Jarrett C. Price
Title: Director
By:
/s/ CARLOS QUINTEROS
Name: Carlos Quinteros
Title: Managing Director
|
|
COMPASS BANK,
as a Lender
By:
/s/ MICHAEL SHEFF
Name: Michael Sheff
Title: Senior Vice President
|
|
GOLDMAN SACHS BANK USA,
as a Lender
By:
/s/ MICHAEL LATZONI
Name: Michael Latzoni
Title: Authorized Signatory
|
|
ROYAL BANK OF CANADA,
as a Lender
By:
/s/ JAY T. SARTAIN
Name: Jay T. Sartain
Title: Authorized Signatory
|
|
SIEMENS FINANCIAL SERVICES,
as a Lender
By:
/s/ JEFFREY B. IERVESE
Name: Jeffrey B. Iervese
Title: Vice President
By:
/s/ JOHN FINORE
Name: John Finore
Title: Vice President
|
|
BMO HARRIS BANK, N.A.
as a Lender
By:
/s/ KARA GOODWIN
Name: Kara Goodwin
Title: Managing Director
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ,
as a Lender
By:
/s/ STEPHEN W. WARFEL
Name: Stephen W. Warfel
Title: Managing Director
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
(Unaudited)
(Dollars in thousands)
|
||||||||||||||||||
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||||||
Earnings
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
44.0
|
|
|
$
|
206.5
|
|
|
$
|
3.9
|
|
|
$
|
(113.0
|
)
|
|
$
|
(167.8
|
)
|
Fixed charges less unamortized capitalized interest
|
|
60.2
|
|
|
100.4
|
|
|
120.4
|
|
|
154.9
|
|
|
158.6
|
|
|||||
Earnings from continuing operations before fixed charges
|
|
$
|
104.2
|
|
|
$
|
306.9
|
|
|
$
|
124.3
|
|
|
$
|
41.9
|
|
|
$
|
(9.2
|
)
|
Fixed Charges
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net of capitalized interest
|
|
$
|
48.7
|
|
|
$
|
85.6
|
|
|
$
|
96.8
|
|
|
$
|
110.8
|
|
|
$
|
104.9
|
|
Capitalized interest, net of amortization
|
|
0.6
|
|
|
0.7
|
|
|
4.4
|
|
|
12.0
|
|
|
28.6
|
|
|||||
Estimated interest within rental expense
|
|
11.5
|
|
|
14.8
|
|
|
23.6
|
|
|
44.1
|
|
|
53.7
|
|
|||||
Total fixed charges
|
|
$
|
60.8
|
|
|
$
|
101.1
|
|
|
$
|
124.8
|
|
|
$
|
166.9
|
|
|
$
|
187.2
|
|
Ratio of earnings to fixed charges
|
|
1.71
|
|
|
3.03
|
|
|
1.00
|
|
|
0.25
|
|
|
(0.05
|
)
|
|
|
|
Name of Subsidiary
|
|
Jurisdiction of Organization
|
Calumet Operating, LLC
|
|
Delaware
|
Calumet LP GP, LLC
|
|
Delaware
|
Calumet Lubricants Co., Limited Partnership
|
|
Indiana
|
Calumet Sales Company Incorporated
|
|
Delaware
|
Calumet Shreveport Lubricants & Waxes, LLC
|
|
Indiana
|
Calumet Shreveport Fuels, LLC
|
|
Indiana
|
Calumet San Antonio Refining, LLC
|
|
Delaware
|
Calumet Finance Corp.
|
|
Delaware
|
Calumet Penreco, LLC
|
|
Delaware
|
Calumet Superior, LLC
|
|
Delaware
|
Calumet Missouri, LLC
|
|
Delaware
|
Calumet Montana Refining, LLC
|
|
Delaware
|
Royal Purple, LLC
|
|
Delaware
|
Calumet Packaging, LLC
|
|
Delaware
|
Calumet North Dakota, LLC
|
|
Delaware
|
Bel-Ray Company, LLC
|
|
Delaware
|
Weld Corporation
|
|
New Jersey
|
Bel-Ray Company Pty Limited
|
|
Australia
|
Kurlin Company, LLC
|
|
Delaware
|
Calumet Mexico, LLC
|
|
Delaware
|
Calumet Specialty Oils de Mexico, S. de R.L. de C.V.
|
|
Mexico
|
ADF Holdings, LLC
|
|
Delaware
|
Anchor Drilling Fluids USA, LLC
|
|
Delaware
|
Anchor Oilfield Services, LLC
|
|
Delaware
|
Calumet Africa Pty Ltd.
|
|
South Africa
|
|
|
|
|
|
|
Date:
|
February 29, 2016
|
/s/ Timothy Go
|
|
|
Timothy Go
|
|
|
Chief Executive Officer of Calumet GP, LLC, general partner of
Calumet Specialty Products Partners, L.P.
(Principal Executive Officer)
|
|
|
|
Date:
|
February 29, 2016
|
/s/ R. Patrick Murray, II
|
|
|
R. Patrick Murray, II
Executive Vice President, Chief Financial Officer and
Secretary of Calumet GP, LLC, general partner of
Calumet Specialty Products Partners, L.P.
(Principal Financial Officer)
|
|
|
February 29, 2016
|
/s/ Timothy Go
|
|
Timothy Go
|
|
Chief Executive Officer of Calumet GP, LLC
|
|
|
February 29, 2016
|
/s/ R. Patrick Murray, II
|
|
R. Patrick Murray, II
|
|
Executive Vice President, Chief Financial Officer and Secretary of Calumet GP, LLC
|
|
2015
(Audited)
|
|
2014
(Unaudited)
|
|
For the Period from February 7, 2013 (inception) to December 31, 2013 (Unaudited)
|
||||||
|
(In thousands)
|
||||||||||
Operating revenues
|
$
|
178,262
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating expenses:
|
|
|
|
|
|
||||||
Cost of crude oil
|
159,811
|
|
|
—
|
|
|
—
|
|
|||
Operation and maintenance
|
67,980
|
|
|
6,288
|
|
|
591
|
|
|||
Depreciation and amortization
|
16,377
|
|
|
896
|
|
|
14
|
|
|||
Taxes, other than income
|
1,630
|
|
|
575
|
|
|
7
|
|
|||
Total operating expenses
|
245,798
|
|
|
7,759
|
|
|
612
|
|
|||
Operating loss
|
(67,536
|
)
|
|
(7,759
|
)
|
|
(612
|
)
|
|||
Other income
|
(74
|
)
|
|
(4
|
)
|
|
—
|
|
|||
Interest expense
|
1,889
|
|
|
35
|
|
|
113
|
|
|||
Net loss
|
$
|
(69,351
|
)
|
|
$
|
(7,790
|
)
|
|
$
|
(725
|
)
|
Comprehensive loss
|
$
|
(69,351
|
)
|
|
$
|
(7,790
|
)
|
|
$
|
(725
|
)
|
December 31,
|
2015
(Audited)
|
|
2014
(Unaudited)
|
||||
Assets
|
(In thousands)
|
||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
851
|
|
|
$
|
21,376
|
|
Accounts receivable, net
|
7,693
|
|
|
2,759
|
|
||
Inventories
|
13,176
|
|
|
5,311
|
|
||
Prepayments and other current assets
|
6,215
|
|
|
4,019
|
|
||
Total current assets
|
27,935
|
|
|
33,465
|
|
||
Property, plant and equipment
(Note 2)
|
442,766
|
|
|
399,894
|
|
||
Less accumulated depreciation and amortization
|
17,643
|
|
|
910
|
|
||
Net property, plant and equipment
|
425,123
|
|
|
398,984
|
|
||
Deferred charges and other assets:
|
|
|
|
||||
Other
|
9,626
|
|
|
3,400
|
|
||
Total deferred charges and other assets
|
9,626
|
|
|
3,400
|
|
||
Total assets
|
$
|
462,684
|
|
|
$
|
435,849
|
|
Liabilities and Members’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term borrowings (Note 4)
|
$
|
45,500
|
|
|
$
|
—
|
|
Long-term debt due within one year
|
5,250
|
|
|
3,000
|
|
||
Accounts payable
|
24,766
|
|
|
55,089
|
|
||
Taxes payable
|
1,391
|
|
|
648
|
|
||
Accrued compensation
|
938
|
|
|
727
|
|
||
Other current liabilities
|
4,953
|
|
|
899
|
|
||
Total current liabilities
|
82,798
|
|
|
60,363
|
|
||
Long-term debt
(Note 4)
|
63,750
|
|
|
69,000
|
|
||
Commitments and contingencies
(Note 6)
|
|
|
|
||||
Members’ equity:
|
|
|
|
||||
Members’ capital
|
419,001
|
|
|
315,002
|
|
||
Accumulated deficit
|
(102,865
|
)
|
|
(8,515
|
)
|
||
Total members’ equity
|
316,136
|
|
|
306,487
|
|
||
Total liabilities and members’ equity
|
$
|
462,684
|
|
|
$
|
435,849
|
|
|
WBI Energy, Inc.
|
|
Calumet North Dakota, LLC
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Balance at February 7, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Contributions
|
60,101
|
|
|
33,101
|
|
|
93,202
|
|
|||
Net loss
|
(363
|
)
|
|
(362
|
)
|
|
(725
|
)
|
|||
Balance at December 31, 2013
|
59,738
|
|
|
32,739
|
|
|
92,477
|
|
|||
Contributions
|
134,900
|
|
|
86,900
|
|
|
221,800
|
|
|||
Net loss
|
(3,895
|
)
|
|
(3,895
|
)
|
|
(7,790
|
)
|
|||
Balance at December 31, 2014
|
190,743
|
|
|
115,744
|
|
|
306,487
|
|
|||
Contributions
|
52,000
|
|
|
52,000
|
|
|
104,000
|
|
|||
Distributions
|
(16,557
|
)
|
|
(8,443
|
)
|
|
(25,000
|
)
|
|||
Net Loss
|
(34,094
|
)
|
|
(35,257
|
)
|
|
(69,351
|
)
|
|||
Balance at December 31, 2015
|
$
|
192,092
|
|
|
$
|
124,044
|
|
|
$
|
316,136
|
|
|
2015
(Audited)
|
|
2014
(Unaudited)
|
|
For the Period from February 7, 2013 (inception) to December 31, 2013 (Unaudited)
|
||||||
|
(In thousands)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(69,351
|
)
|
|
$
|
(7,790
|
)
|
|
$
|
(725
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization
|
16,377
|
|
|
896
|
|
|
14
|
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
(4,934
|
)
|
|
(2,759
|
)
|
|
—
|
|
|||
Inventories
|
(20,595
|
)
|
|
(5,311
|
)
|
|
—
|
|
|||
Other current assets
|
(1,638
|
)
|
|
(3,915
|
)
|
|
(26
|
)
|
|||
Accounts payable
|
12,010
|
|
|
5,169
|
|
|
259
|
|
|||
Other current liabilities
|
1,956
|
|
|
1,782
|
|
|
492
|
|
|||
Other noncurrent changes
|
15,024
|
|
|
(3,459
|
)
|
|
—
|
|
|||
Net cash provided by (used in) operating activities
|
(51,151
|
)
|
|
(15,387
|
)
|
|
14
|
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(90,869
|
)
|
|
(187,426
|
)
|
|
(151,240
|
)
|
|||
Proceeds from sale or disposition of property and other
|
—
|
|
|
699
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(90,869
|
)
|
|
(186,727
|
)
|
|
(151,240
|
)
|
|||
|
|
|
|
|
|
||||||
Financing activities:
|
|
|
|
|
|
||||||
Issuance of short-term borrowings
|
45,500
|
|
|
—
|
|
|
—
|
|
|||
Issuance of long-term debt
|
—
|
|
|
—
|
|
|
75,000
|
|
|||
Repayment of long-term debt
|
(3,000
|
)
|
|
(3,000
|
)
|
|
—
|
|
|||
Debt financing costs
|
(5
|
)
|
|
(84
|
)
|
|
—
|
|
|||
Member contributions
|
104,000
|
|
|
221,800
|
|
|
81,000
|
|
|||
Member distributions
|
(25,000
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
121,495
|
|
|
218,716
|
|
|
156,000
|
|
|||
Increase (decrease) in cash and cash equivalents
|
(20,525
|
)
|
|
16,602
|
|
|
4,774
|
|
|||
Cash and cash equivalents – beginning of period
|
21,376
|
|
|
4,774
|
|
|
—
|
|
|||
Cash and cash equivalents – end of period
|
$
|
851
|
|
|
$
|
21,376
|
|
|
$
|
4,774
|
|
|
|
2015
|
|
2014
|
||||
|
|
(In thousands)
|
||||||
Refined products
|
|
$
|
8,498
|
|
|
$
|
—
|
|
Crude oil
|
|
4,678
|
|
|
5,045
|
|
||
Materials and supplies
|
|
—
|
|
|
266
|
|
||
Total
|
|
$
|
13,176
|
|
|
$
|
5,311
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands)
|
||||||||||
Interest capitalized
|
|
$
|
521
|
|
|
$
|
1,540
|
|
|
$
|
961
|
|
|
|
2015
|
|
2014
|
|
Weighted Average Depreciable
Life in Years |
||||
|
|
(Dollars in thousands, where applicable)
|
||||||||
Refinery:
|
|
|
|
|
|
|
||||
Construction in progress
|
|
$
|
135
|
|
|
$
|
311,663
|
|
|
---
|
Refining facilities and related infrastructure
|
|
441,659
|
|
|
87,892
|
|
|
10-20
|
||
Other
|
|
972
|
|
|
339
|
|
|
3-10
|
||
Less accumulated depreciation and amortization
|
|
17,643
|
|
|
910
|
|
|
|
||
Net property, plant and equipment
|
|
$
|
425,123
|
|
|
$
|
398,984
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Interest, net of amount capitalized
|
$
|
1,611
|
|
|
$
|
46
|
|
|
$
|
(327
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Contribution of pre-formation capital
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,202
|
|
Property, plant and equipment additions in accounts payable
|
$
|
7,329
|
|
|
$
|
49,661
|
|
|
$
|
8,645
|
|
|
2015
|
|
2014
|
||||||||||
|
Carrying Amount
|
Fair Value
|
|
Carrying Amount
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||
Long-term debt
|
$
|
69,000
|
|
$
|
67,545
|
|
|
$
|
72,000
|
|
$
|
70,200
|
|
Facility
|
Facility
Limit
|
|
Amount Outstanding at December 31, 2015
|
|
Amount Outstanding at December 31, 2014
|
|
Letters of Credit at December 31, 2015
|
|
Expiration Date
|
||||||||
|
(In millions)
|
||||||||||||||||
Revolving credit agreement
|
$
|
75.0
|
|
|
$
|
45.5
|
|
|
$
|
—
|
|
|
$
|
18.3
|
|
*
|
6/30/16
|
*An outstanding letter of credit reduces the amount available under the credit agreement.
|
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Term loan agreements at a weighted average rate of 2.16%, due on dates ranging from April 22, 2018 to April 22, 2023
|
$
|
69,000
|
|
|
$
|
72,000
|
|
Less current maturities
|
5,250
|
|
|
3,000
|
|
||
Net long-term debt
|
$
|
63,750
|
|
|
$
|
69,000
|
|