(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2015
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OR
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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37-1702463
(I.R.S. Employer
Identification No.)
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2277 Plaza Drive, Suite 500
Sugar Land, Texas
(Address of Principal Executive Offices)
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77479
(Zip Code)
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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 New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Class
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Outstanding at February 16, 2016
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Common units representing limited partner interests
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147,600,000 units
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Page
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•
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common units representing limited partner interests, a portion of which we sold in the Initial Public Offering and which are listed on the NYSE; and
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•
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a general partner interest, which is not entitled to any distributions, and which is held by our general partner.
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•
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restrictions on operations or the need to install enhanced or additional controls;
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•
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the need to obtain and comply with permits, licenses and authorizations;
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requirements for the investigation and remediation of contaminated soil and groundwater at current and former facilities (if any) and liability for off-site waste disposal locations; and
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specifications for the products marketed by us, primarily gasoline and diesel fuel.
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Facility
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Site
Investigation
Costs
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Capital
Costs
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Total Operation &
Maintenance
Costs
Through 2019
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Total
Estimated
Costs
Through 2019
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||||||||
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(in millions)
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||||||||||||||
Coffeyville Refinery
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$
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0.3
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$
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—
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$
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0.9
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$
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1.2
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Phillipsburg Terminal
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0.4
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—
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1.1
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1.5
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Wynnewood Refinery
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0.3
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—
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1.8
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2.1
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Total Estimated Costs
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$
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1.0
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$
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—
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$
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3.8
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$
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4.8
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•
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major unplanned maintenance requirements;
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•
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catastrophic events caused by mechanical breakdown, electrical injury, pressure vessel rupture, explosion, contamination, fire or natural disasters, including floods, windstorms and other similar events;
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•
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labor supply shortages or labor contract disputes that result in a work stoppage or slowdown;
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•
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cessation or suspension of a plant or specific operations dictated by environmental authorities; and
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an event or incident involving a large clean-up, decontamination, or the imposition of laws and ordinances regulating the cost and schedule of demolition or reconstruction, which can cause significant delays in restoring property to its pre-loss condition.
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June 2007: Coffeyville refinery; flood
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December 2010: Coffeyville refinery; fluid catalytic cracking unit ("FCCU") fire
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•
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December 2010: Wynnewood refinery; hydrocracker unit fire
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•
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September 2012: Wynnewood refinery; boiler explosion
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July/August 2013: Coffeyville refinery; FCCU outage
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•
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July 2014: Coffeyville refinery; isomerization unit fire
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a significant portion of our cash flows could be used to service our indebtedness, reducing available cash and our ability to make distributions on our common units;
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a high level of debt would increase our vulnerability to general adverse economic and industry conditions;
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the covenants contained in our debt agreements will limit our ability to borrow additional funds, dispose of assets, pay distributions and make certain investments;
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a high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged, and therefore may be able to take advantage of opportunities that our indebtedness would prevent us from pursuing;
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our debt covenants may also affect our flexibility in planning for, and reacting to, changes in the economy and in our industry;
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a high level of debt may make it more likely that a reduction in our borrowing base following a periodic redetermination could require us to repay a portion of our then-outstanding bank borrowings under the Amended and Restated ABL Credit Facility; and
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a high level of debt may impair our ability to obtain additional financing in the future for working capital, capital expenditures, debt service requirements, acquisitions, general corporate or other purposes.
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incur, assume or guarantee additional debt or issue redeemable or preferred units;
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make distributions or prepay, redeem, or repurchase certain debt;
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enter into agreements that restrict distributions from restricted subsidiaries;
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incur liens;
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sell or otherwise dispose of assets, including capital stock of subsidiaries;
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enter into transactions with affiliates; and
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merge, consolidate or sell substantially all of our assets.
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Although we believe we have sufficient liquidity under the Amended and Restated ABL Credit Facility and the intercompany credit facility to operate both the Coffeyville and Wynnewood refineries, under extreme market conditions there can be no assurance that such funds would be available or sufficient, and in such a case, we may not be able to successfully obtain additional financing on favorable terms, or at all.
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Market volatility could exert downward pressure on the price of our common units, which may make it more difficult for us to raise additional capital and thereby limit our ability to grow, which could in turn cause the price of our common units to drop.
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Market conditions could result in our significant customers experiencing financial difficulties. We are exposed to the credit risk of our customers, and their failure to meet their financial obligations when due because of bankruptcy, lack of liquidity, operational failure or other reasons could result in decreased sales and earnings for us.
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the volumes of our actual use of crude oil or production of the applicable refined products is less than the volumes subject to the hedging arrangement;
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accidents, interruptions in transportation, inclement weather or other events cause unscheduled shutdowns or otherwise adversely affect our refinery or our suppliers or customers;
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the counterparties to our futures contracts fail to perform under the contracts; or
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a sudden, unexpected event materially impacts the commodity or crack spread subject to the hedging arrangement.
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denial or delay in obtaining regulatory approvals and/or permits;
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unplanned increases in the cost of equipment, materials or labor;
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disruptions in transportation of equipment and materials;
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severe adverse weather conditions, natural disasters or other events (such as equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of our vendors and suppliers;
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shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages;
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market-related increases in a project's debt or equity financing costs; and/or
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nonperformance or force majeure by, or disputes with, our vendors, suppliers, contractors or sub-contractors.
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unforeseen difficulties in the integration of the acquired operations and disruption of the ongoing operations of our business;
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failure to achieve cost savings or other financial or operating objectives contributing to the accretive nature of an acquisition;
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strain on the operational and managerial controls and procedures of our business, and the need to modify systems or to add management resources;
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difficulties in the integration and retention of customers or personnel and the integration and effective deployment of operations or technologies;
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assumption of unknown material liabilities or regulatory non-compliance issues;
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amortization of acquired assets, which would reduce future reported earnings;
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possible adverse short-term effects on our cash flows or operating results; and
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diversion of management's attention from the ongoing operations of our business.
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Neither our partnership agreement nor any other agreement requires the owners of our general partner, including CVR Energy, to pursue a business strategy that favors us. The affiliates of our general partner, including CVR Energy, have fiduciary duties to make decisions in their own best interests and in the best interest of holders of CVR Energy's common stock, including Icahn Enterprises, which may be contrary to our interests. In addition, our general partner is allowed to take into account the interests of parties other than us or our unitholders, such as its owners or CVR Energy, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to our unitholders.
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Our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf. There is no limitation on the amounts our general partner can cause us to pay it or its affiliates.
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Our general partner controls the enforcement of obligations owed to us by it and its affiliates. In addition, our general partner decides whether to retain separate counsel or others to perform services for us.
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Our general partner determines which costs incurred by it and its affiliates are reimbursable by us.
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Our partnership agreement permits our general partner to make a number of decisions in its individual capacity, as opposed to its capacity as 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 or our common unitholders. Decisions made by our general partner in its individual capacity are made by CVR Refining Holdings as the sole member of our general partner, and not by the board of directors of our general partner. Examples include the exercise of the general partner's call right, its voting rights with respect to any common units it may own, its registration rights and its determination whether or not to consent to any merger or consolidation or amendment to our partnership agreement.
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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 general partner so long as it did not make such decisions in bad faith, meaning it believed that the decisions were adverse to our interest.
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Our partnership agreement provides that our general partner and the officers and directors of our general partner will not be liable for monetary damages to us for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that such losses or liabilities were the result of the conduct of our general partner or such officer or director engaged in by it in bad faith or with respect to any criminal conduct, with the knowledge that its conduct was unlawful.
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Our partnership agreement provides that our general partner will not be in breach of its obligations under the partnership agreement or its duties to us or our limited partners if a transaction with an affiliate or the resolution of a conflict of interest is:
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approved by the conflicts committee of the board of directors of our general partner, although our general partner is not obligated to seek such approval; or
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approved by the vote of a majority of the outstanding units, excluding any units owned by our general partner and its affiliates.
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business strategy and policies;
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mergers or other business combinations;
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the acquisition or disposition of assets;
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future issuances of common units or other securities;
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incurrence of debt or obtaining other sources of financing; and
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the Partnership's distribution policy and the payment of distributions on the Partnership's common units.
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the proportionate ownership interest of unitholders immediately prior to the issuance will decrease;
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the amount of cash distributions on each unit will decrease;
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the ratio of our taxable income to distributions may increase;
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•
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the relative voting strength of each previously outstanding unit will be diminished; and
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the market price of the common units may decline.
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•
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the requirement that a majority of the board of directors of our general partner consist of independent directors;
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the requirement that the board of directors of our general partner have a nominating/corporate governance committee that is composed entirely of independent directors; and
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the requirement that the board of directors of our general partner have a compensation committee that is composed entirely of independent directors.
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Location
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Acres
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Own/Lease
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Use
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Coffeyville, KS
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380
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Own
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Oil refinery and office buildings
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Wynnewood, OK
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400
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Own
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Oil refinery, office buildings, refined oil storage
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Montgomery County, KS (Coffeyville Station)
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20
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Own
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Crude oil storage
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Montgomery County, KS (Broome Station)
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20
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Own
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Crude oil storage
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Cowley County, KS (Hooser Station)
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80
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Own
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Crude oil storage
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Cushing, OK
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138
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Own
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Crude oil storage
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2015
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High
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Low
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||||
First Quarter
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$
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21.18
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$
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13.37
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Second Quarter
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22.59
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18.02
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Third Quarter
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21.23
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17.30
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Fourth Quarter
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22.74
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18.26
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2014
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High
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Low
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||||
First Quarter
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$
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23.80
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$
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20.16
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Second Quarter
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28.55
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22.09
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Third Quarter
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26.58
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22.17
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Fourth Quarter
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25.15
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16.33
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December 31, 2014
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March 31, 2015
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June 30, 2015
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September 30, 2015
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Total Cash
Distributions
Paid in 2015
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||||||||||
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(in millions, except per unit data)
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Amount paid to CVR Refining Holdings, LLC and affiliates
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$
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38.2
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$
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78.5
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$
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101.2
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$
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104.4
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$
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322.3
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Amounts paid to non-affiliates
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16.4
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33.7
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43.4
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44.7
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138.2
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|||||
Total amount paid
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$
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54.6
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$
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112.2
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$
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144.6
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$
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149.1
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$
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460.5
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Per common unit
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$
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0.37
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$
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0.76
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$
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0.98
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$
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1.01
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$
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3.12
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Common units outstanding
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147.6
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147.6
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147.6
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147.6
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December 31, 2013
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March 31, 2014
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June 30, 2014
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September 30, 2014
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Total Cash
Distributions
Paid in 2014
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||||||||||
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(in millions, except per unit data)
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||||||||||||||||||
Amount paid to CVR Refining Holdings, LLC and affiliates
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$
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49.8
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$
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108.6
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$
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99.2
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$
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55.8
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$
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313.4
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Amounts paid to non-affiliates
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16.6
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36.1
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42.5
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23.9
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119.1
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Total amount paid
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$
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66.4
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$
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144.7
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$
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141.7
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$
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79.7
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$
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432.5
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Per common unit
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$
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0.45
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$
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0.98
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$
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0.96
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$
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0.54
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$
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2.93
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Common units outstanding
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147.6
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|
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147.6
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147.6
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147.6
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Jan '13
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Mar '13
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Jun '13
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Sep '13
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Dec '13
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Mar '14
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Jun '14
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Sep '14
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Dec '14
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|||||||||
CVR Refining, LP
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100.00
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138.48
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125.71
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109.41
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100.61
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105.69
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117.62
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113.83
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84.00
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|
Russell 2000 Index
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100.00
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|
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106.87
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109.78
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120.60
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130.69
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131.75
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133.99
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123.73
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135.30
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Peer Group
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100.00
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120.45
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98.15
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88.06
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125.78
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117.54
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115.11
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|
|
121.97
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121.16
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Mar '15
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Jun '15
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Sep '15
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Dec '15
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||||
CVR Refining, LP
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105.85
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96.82
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106.24
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110.12
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|
Russell 2000 Index
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140.70
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140.84
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123.62
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|
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127.58
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Peer Group
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155.24
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151.09
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152.70
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148.45
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Year Ended December 31,
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||||||||||||||||||
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2015
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|
2014
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|
2013
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|
2012
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|
2011
(1)
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||||||||||
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(in millions, except per unit data)
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||||||||||||||||||
Statements of Operations Data
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Net sales
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$
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5,161.9
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|
|
$
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8,829.7
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|
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$
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8,683.5
|
|
|
$
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8,281.7
|
|
|
$
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4,752.8
|
|
Cost of product sold(2)
|
4,143.6
|
|
|
8,013.4
|
|
|
7,526.7
|
|
|
6,667.5
|
|
|
3,927.6
|
|
|||||
Direct operating expenses(2)
|
478.5
|
|
|
416.0
|
|
|
361.7
|
|
|
426.5
|
|
|
247.7
|
|
|||||
Flood insurance recovery
|
(27.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Selling, general and administrative expenses(2)
|
75.2
|
|
|
70.6
|
|
|
77.8
|
|
|
86.2
|
|
|
51.0
|
|
|||||
Depreciation and amortization
|
130.2
|
|
|
122.5
|
|
|
114.3
|
|
|
107.6
|
|
|
69.8
|
|
|||||
Operating income
|
361.7
|
|
|
207.2
|
|
|
603.0
|
|
|
993.9
|
|
|
456.7
|
|
|||||
Interest expense and other financing costs
|
(42.6
|
)
|
|
(34.2
|
)
|
|
(44.1
|
)
|
|
(76.2
|
)
|
|
(53.0
|
)
|
|||||
Interest income
|
0.4
|
|
|
0.3
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|||||
Gain (loss) on derivatives, net
|
(28.6
|
)
|
|
185.6
|
|
|
57.1
|
|
|
(285.6
|
)
|
|
78.1
|
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(26.1
|
)
|
|
(37.5
|
)
|
|
(2.1
|
)
|
|||||
Other income (expense), net
|
0.3
|
|
|
(0.2
|
)
|
|
0.1
|
|
|
0.7
|
|
|
0.6
|
|
|||||
Income before income tax expense
|
291.2
|
|
|
358.7
|
|
|
590.4
|
|
|
595.3
|
|
|
480.3
|
|
|||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
$
|
291.2
|
|
|
$
|
358.7
|
|
|
$
|
590.4
|
|
|
$
|
595.3
|
|
|
$
|
480.3
|
|
Available cash for distribution(3)
|
$
|
402.0
|
|
|
$
|
421.5
|
|
|
$
|
546.0
|
|
|
|
|
|
||||
Net income subsequent to initial public offering (January 23, 2013 through December 31, 2013)
|
|
|
|
|
$
|
512.6
|
|
|
|
|
|
||||||||
Net income per common unit – basic(4)
|
$
|
1.97
|
|
|
$
|
2.43
|
|
|
$
|
3.47
|
|
|
|
|
|
||||
Net income per common unit – diluted(4)
|
$
|
1.97
|
|
|
$
|
2.43
|
|
|
$
|
3.47
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average common units outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
147.6
|
|
|
147.6
|
|
|
147.6
|
|
|
|
|
|
|||||||
Diluted
|
147.6
|
|
|
147.6
|
|
|
147.6
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
(1)
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
187.3
|
|
|
$
|
370.2
|
|
|
$
|
279.8
|
|
|
$
|
153.1
|
|
|
$
|
2.7
|
|
Working capital
|
298.4
|
|
|
504.5
|
|
|
656.9
|
|
|
382.7
|
|
|
384.7
|
|
|||||
Total assets
|
2,195.2
|
|
|
2,417.8
|
|
|
2,533.3
|
|
|
2,258.5
|
|
|
2,262.4
|
|
|||||
Total debt, including current portion
|
580.0
|
|
|
581.4
|
|
|
582.7
|
|
|
773.2
|
|
|
729.9
|
|
|||||
Total partners' capital/divisional equity
|
1,281.4
|
|
|
1,450.1
|
|
|
1,522.1
|
|
|
980.8
|
|
|
1,018.6
|
|
|||||
Cash Flow Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash flow provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
473.7
|
|
|
$
|
715.8
|
|
|
$
|
601.0
|
|
|
$
|
917.3
|
|
|
$
|
352.7
|
|
Investing activities
|
(194.7
|
)
|
|
(191.2
|
)
|
|
(204.4
|
)
|
|
(119.8
|
)
|
|
(655.9
|
)
|
|||||
Financing activities(5)
|
(461.9
|
)
|
|
(434.2
|
)
|
|
(269.9
|
)
|
|
(647.1
|
)
|
|
303.6
|
|
|||||
Net cash flow
|
$
|
(182.9
|
)
|
|
$
|
90.4
|
|
|
$
|
126.7
|
|
|
$
|
150.4
|
|
|
$
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures for property, plant and equipment
|
$
|
194.7
|
|
|
$
|
191.3
|
|
|
$
|
204.5
|
|
|
$
|
120.2
|
|
|
$
|
68.8
|
|
|
(1)
|
We acquired WEC on December 15, 2011 and its results of operations are included from the date of acquisition. This transaction impacts the comparability of Selected Financial Data.
|
(2)
|
Amounts are shown exclusive of depreciation and amortization.
|
(3)
|
Available cash for distribution is generally equal to Adjusted EBITDA reduced for cash needed for (i) debt service, (ii) reserves for environmental and maintenance capital expenditures, (iii) reserves for major scheduled turnaround expenses and, to the extent applicable, (iv) reserves for future operating or capital needs that the board of directors of our general partner deems necessary or appropriate, if any. Available cash for distributions may be increased by previously established cash reserves, if any, and other excess cash, at the discretion of the board of directors of our general partner. Available cash for distribution is not a recognized term under GAAP. Available cash should not be considered in isolation or as an alternative to net income or operating income, as a measure of operating performance. In addition, available cash for distribution is not presented as, and should not be considered an alternative to cash flows from operations or as a measure of liquidity. Available cash as reported by the Partnership may not be comparable to similarly titled measures of other entities, thereby limiting its usefulness as a comparative measure. For the year ended December 31, 2013, available cash for distribution is calculated for the period beginning at the closing of our Initial Public Offering (January 23, 2013 through December 31, 2013).
|
(4)
|
We have omitted net income per unit for the years ended December 31, 2012 through 2011 because we operated under a different capital structure prior to the closing of the Initial Public Offering, and, as a result, the per unit data would not be meaningful to investors. Per unit data for the year ended December 31, 2013 is calculated since the closing of the Initial Public Offering on January 23, 2013.
|
(5)
|
Prior to December 31, 2012, Coffeyville Resources, LLC ("CRLLC") provided cash as necessary to support our operations and retained excess cash generated by our operations. Historical cash received, or paid by, CRLLC on our behalf has been recorded as net contributions from, or net distributions to, parent, respectively, as a component of divisional equity in our historical combined financial statements, and as a financing activity in our Combined Statements of Cash Flows. Net contributions from (distributions to) parent included in cash flows from financing activities were
$(651.6) million
and
$110.6 million
for the years ended December 31, 2012 and 2011, respectively.
|
•
|
statements, other than statements of historical fact, that address activities, events or developments that we expect, believe or anticipate will or may occur in the future;
|
•
|
statements relating to future financial or operational performance, future distributions, future capital sources and capital expenditures; and
|
•
|
any other statements preceded by, followed by or that include the words "anticipates," "believes," "expects," "plans," "intends," "estimates," "projects," "could," "should," "may," or similar expressions.
|
•
|
our ability to make cash distributions on the common units;
|
•
|
the price volatility of crude oil, other feedstocks and refined products, and variable nature of our distributions;
|
•
|
the ability of our general partner to modify or revoke our distribution policy at any time;
|
•
|
our ability to forecast our future financial condition or results of operations and our future revenues and expenses;
|
•
|
the effects of transactions involving forward and derivative instruments;
|
•
|
our ability in the future to obtain an adequate crude oil supply pursuant to supply agreements or at all;
|
•
|
our continued access to crude oil and other feedstock and refined products pipelines;
|
•
|
the level of competition from other petroleum refiners;
|
•
|
changes in our credit profile;
|
•
|
potential operating consequences from accidents, fire, severe weather, floods, or other natural disasters, or other operating hazards resulting in unscheduled downtime;
|
•
|
our continued ability to secure gasoline and diesel RINs, as well as environmental and other governmental permits necessary for the operation of our business;
|
•
|
costs of compliance with existing, or compliance with new, environmental laws and regulations, as well as the potential liabilities arising from, and capital expenditures required to, remediate current or future contamination;
|
•
|
the seasonal nature of our business;
|
•
|
our dependence on significant customers;
|
•
|
our potential inability to obtain or renew permits;
|
•
|
our ability to continue safe, reliable operations without unplanned maintenance events prior to and when approaching the end-of-cycle turnaround operations;
|
•
|
new regulations concerning the transportation of hazardous chemicals, risks of terrorism, and the security of chemical manufacturing facilities;
|
•
|
the risk of security breaches;
|
•
|
our lack of asset diversification;
|
•
|
the potential loss of our transportation cost advantage over our competitors;
|
•
|
our ability to comply with employee safety laws and regulations;
|
•
|
potential disruptions in the global or U.S. capital and credit markets;
|
•
|
the success of our acquisition and expansion strategies;
|
•
|
our reliance on CVR Energy's senior management team;
|
•
|
the risk of a substantial increase in costs or work stoppages associated with negotiating collective bargaining agreements with the unionized portion of our workforce;
|
•
|
the potential shortage of skilled labor or loss of key personnel;
|
•
|
successfully defending against third-party claims of intellectual property infringement;
|
•
|
our indebtedness;
|
•
|
our potential inability to generate sufficient cash to service all of our indebtedness;
|
•
|
the limitations contained in our debt agreements that limit our flexibility in operating our business;
|
•
|
the dependence on our subsidiaries for cash to meet our debt obligations;
|
•
|
our limited operating history as a stand-alone entity;
|
•
|
potential increases in costs and distraction of management resulting from the requirements of being a publicly traded partnership;
|
•
|
exemptions we will rely on in connection with the NYSE corporate governance requirements;
|
•
|
risks relating to our relationships with CVR Energy;
|
•
|
risks relating to the control of our general partner by CVR Energy;
|
•
|
the conflicts of interest faced by our senior management team, which operates both us and CVR Energy, and our general partner;
|
•
|
limitations on duties owed by our general partner that are included in the partnership agreement;
|
•
|
changes in our treatment as a partnership for U.S. income or state tax purposes; and
|
•
|
instability and volatility in the capital and credit markets.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(in millions)
|
||||||||||
Loss on extinguishment of debt(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26.1
|
|
Share-based compensation(2)
|
|
9.3
|
|
|
8.0
|
|
|
11.6
|
|
|||
(Gain) loss on derivatives, net
|
|
28.6
|
|
|
(185.6
|
)
|
|
(57.1
|
)
|
|||
Major scheduled turnaround expenses(3)
|
|
102.2
|
|
|
6.8
|
|
|
—
|
|
|||
Flood insurance recovery(4)
|
|
(27.3
|
)
|
|
—
|
|
|
—
|
|
(1)
|
Represents the write-off of previously deferred financing costs, unamortized original issue discount and the premium paid related to the extinguishment of the Old Second Lien Notes.
|
(2)
|
Represents impact of share-based compensation awards.
|
(3)
|
Represents expense associated with major scheduled turnaround activities performed at our Coffeyville refinery (
$102.2 million
in 2015 and
$5.5 million
in 2014) and our Wynnewood refinery (
$1.3 million
in 2014).
|
(4)
|
Represents an insurance recovery from CRRM's environmental insurance carriers as a result of the flood and crude oil discharge at the Coffeyville refinery on June/July 2007. Refer to Part II, Item 8,
Note 11 ("Commitments and Contingencies")
, of this Report for further details.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Consolidated Statements of Operations Data
|
|
|
|
|
|
||||||
Net sales
|
$
|
5,161.9
|
|
|
$
|
8,829.7
|
|
|
$
|
8,683.5
|
|
Cost of product sold(1)
|
4,143.6
|
|
|
8,013.4
|
|
|
7,526.7
|
|
|||
Direct operating expenses(1)(2)
|
376.3
|
|
|
409.2
|
|
|
361.7
|
|
|||
Major scheduled turnaround expenses
|
102.2
|
|
|
6.8
|
|
|
—
|
|
|||
Flood insurance recovery
|
(27.3
|
)
|
|
—
|
|
|
—
|
|
|||
Selling, general and administrative expenses(1)
|
75.2
|
|
|
70.6
|
|
|
77.8
|
|
|||
Depreciation and amortization
|
130.2
|
|
|
122.5
|
|
|
114.3
|
|
|||
Operating income
|
361.7
|
|
|
207.2
|
|
|
603.0
|
|
|||
Interest expense and other financing costs
|
(42.6
|
)
|
|
(34.2
|
)
|
|
(44.1
|
)
|
|||
Interest income
|
0.4
|
|
|
0.3
|
|
|
0.4
|
|
|||
Gain (loss) on derivatives, net
|
(28.6
|
)
|
|
185.6
|
|
|
57.1
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(26.1
|
)
|
|||
Other income (expense), net
|
0.3
|
|
|
(0.2
|
)
|
|
0.1
|
|
|||
Income before income tax expense
|
291.2
|
|
|
358.7
|
|
|
590.4
|
|
|||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
$
|
291.2
|
|
|
$
|
358.7
|
|
|
$
|
590.4
|
|
Gross profit(3)
|
$
|
436.9
|
|
|
$
|
277.8
|
|
|
$
|
680.8
|
|
Refining margin(4)
|
$
|
1,018.3
|
|
|
$
|
816.3
|
|
|
$
|
1,156.8
|
|
Adjusted EBITDA(5)
|
$
|
602.0
|
|
|
$
|
621.6
|
|
|
$
|
712.0
|
|
Available cash for distribution(6)
|
$
|
402.0
|
|
|
$
|
421.5
|
|
|
$
|
546.0
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(dollars per barrel)
|
||||||||||
Key Operating Statistics
|
|
|
|
|
|
||||||
Per crude oil throughput barrel:
|
|
|
|
|
|
||||||
Refining margin(4)
|
$
|
14.45
|
|
|
$
|
11.38
|
|
|
$
|
16.90
|
|
Gross profit(3)
|
$
|
6.20
|
|
|
$
|
3.87
|
|
|
$
|
9.94
|
|
Direct operating expenses and major scheduled turnaround expenses(1)(2)
|
$
|
6.79
|
|
|
$
|
5.80
|
|
|
$
|
5.28
|
|
Direct operating expenses and major scheduled turnaround expenses per barrel sold(1)(7)
|
$
|
6.40
|
|
|
$
|
5.44
|
|
|
$
|
5.00
|
|
Barrels sold (barrels per day)(7)
|
204,708
|
|
|
209,669
|
|
|
198,142
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
|
%
|
|
|
|
%
|
|
|
|
%
|
||||||
Refining Throughput and Production Data (bpd)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Throughput:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sweet
|
176,097
|
|
|
86.0
|
|
179,059
|
|
|
86.2
|
|
149,147
|
|
|
75.4
|
|||
Medium
|
2,460
|
|
|
1.2
|
|
2,022
|
|
|
1.0
|
|
19,151
|
|
|
9.7
|
|||
Heavy sour
|
14,520
|
|
|
7.1
|
|
15,464
|
|
|
7.4
|
|
19,270
|
|
|
9.8
|
|||
Total crude oil throughput
|
193,077
|
|
|
94.3
|
|
196,545
|
|
|
94.6
|
|
187,568
|
|
|
94.9
|
|||
All other feedstocks and blendstocks
|
11,672
|
|
|
5.7
|
|
11,284
|
|
|
5.4
|
|
10,121
|
|
|
5.1
|
|||
Total throughput
|
204,749
|
|
|
100.0
|
|
207,829
|
|
|
100.0
|
|
197,689
|
|
|
100.0
|
|||
Production:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gasoline
|
99,961
|
|
|
48.5
|
|
102,275
|
|
|
48.9
|
|
94,561
|
|
|
47.7
|
|||
Distillate
|
85,953
|
|
|
41.7
|
|
87,639
|
|
|
41.9
|
|
82,089
|
|
|
41.4
|
|||
Other (excluding internally produced fuel)
|
20,074
|
|
|
9.8
|
|
19,149
|
|
|
9.2
|
|
21,617
|
|
|
10.9
|
|||
Total refining production (excluding internally produced fuel)
|
205,988
|
|
|
100.0
|
|
209,063
|
|
|
100.0
|
|
198,267
|
|
|
100.0
|
|||
Product price (dollars per gallon):
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gasoline
|
$
|
1.61
|
|
|
|
|
$
|
2.53
|
|
|
|
|
$
|
2.72
|
|
|
|
Distillate
|
1.62
|
|
|
|
|
2.81
|
|
|
|
|
3.02
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Market Indicators (dollars per barrel)
|
|
|
|
|
|
||||||
West Texas Intermediate (WTI) NYMEX
|
$
|
48.76
|
|
|
$
|
92.91
|
|
|
$
|
98.05
|
|
Crude Oil Differentials:
|
|
|
|
|
|
||||||
WTI less WTS (light/medium sour)
|
(0.28
|
)
|
|
5.95
|
|
|
2.64
|
|
|||
WTI less WCS (heavy sour)
|
13.20
|
|
|
18.48
|
|
|
24.58
|
|
|||
NYMEX Crack Spreads:
|
|
|
|
|
|
||||||
Gasoline
|
19.89
|
|
|
17.29
|
|
|
21.44
|
|
|||
Heating Oil
|
20.93
|
|
|
23.59
|
|
|
27.60
|
|
|||
NYMEX 2-1-1 Crack Spread
|
20.41
|
|
|
20.44
|
|
|
24.52
|
|
|||
PADD II Group 3 Product Basis:
|
|
|
|
|
|
||||||
Gasoline
|
(2.12
|
)
|
|
(4.45
|
)
|
|
(4.54
|
)
|
|||
Ultra Low Sulfur Diesel
|
(2.02
|
)
|
|
0.75
|
|
|
0.58
|
|
|||
PADD II Group 3 Product Crack Spread:
|
|
|
|
|
|
||||||
Gasoline
|
17.76
|
|
|
12.84
|
|
|
16.90
|
|
|||
Ultra Low Sulfur Diesel
|
18.91
|
|
|
24.34
|
|
|
28.18
|
|
|||
PADD II Group 3 2-1-1
|
18.34
|
|
|
18.59
|
|
|
22.54
|
|
|
(1)
|
Our cost of product sold, direct operating expenses and selling, general and administrative expenses for the years ended
December 31, 2015
,
2014
and
2013
are shown exclusive of depreciation and amortization, which is comprised of the following components:
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Depreciation and amortization excluded from cost of product sold
|
$
|
6.1
|
|
|
$
|
5.9
|
|
|
$
|
4.8
|
|
Depreciation and amortization excluded from direct operating expenses
|
121.9
|
|
|
115.0
|
|
|
109.1
|
|
|||
Depreciation and amortization excluded from selling, general and administrative expenses
|
2.2
|
|
|
1.6
|
|
|
0.4
|
|
|||
Total depreciation and amortization
|
$
|
130.2
|
|
|
$
|
122.5
|
|
|
$
|
114.3
|
|
(2)
|
Direct operating expense is presented on a per crude oil throughput barrel basis. In order to derive the direct operating expenses per crude oil throughput barrel, we utilize the total direct operating expenses, which do not include depreciation or amortization expense, and divide by the applicable number of crude oil throughput barrels for the period.
|
(3)
|
Gross profit is a measurement calculated as the difference between net sales and cost of product sold (exclusive of depreciation and amortization), direct operating expenses (exclusive of depreciation and amortization), major scheduled turnaround expenses, flood insurance recovery and depreciation and amortization. Each of the components used in this calculation are taken directly from our Consolidated Statements of Operations. In order to derive the gross profit per crude oil throughput barrel, we utilize the total dollar figures for gross profit as derived above and divide by the applicable number of crude oil throughput barrels for the period.
|
(4)
|
Refining margin per crude oil throughput barrel is a measurement calculated as the difference between net sales and cost of product sold (exclusive of depreciation and amortization). Refining margin is a non-GAAP measure that management believes is important to investors in evaluating the performance of our refineries as a general indication of the amount above our cost of product sold at which we are able to sell refined products. Each of the components used in this calculation (net sales and cost of product sold (exclusive of depreciation and amortization)) are taken directly from our Consolidated Statements of Operations. Our calculation of refining margin may differ from similar calculations of other companies in our industry, thereby limiting its usefulness as a comparative measure. In order to derive the refining margin per crude oil throughput barrel, we utilize the total dollar figures for refining margin as derived above and divide by the applicable number of crude oil throughput barrels for the period. We believe that refining margin and refining margin per
|
(5)
|
EBITDA and Adjusted EBITDA.
EBITDA represents net income (loss) before (i) interest expense and other financing costs, net of interest income, (ii) income tax expense and (iii) depreciation and amortization. Adjusted EBITDA represents EBITDA adjusted for (i) FIFO impact (favorable) unfavorable, (ii) share-based compensation, non-cash, (iii) loss on extinguishment of debt, (iv) major scheduled turnaround expenses, (v) (gain) loss on derivatives, net, (vi) current period settlements on derivative contracts and (vii) flood insurance recovery. We present Adjusted EBITDA because it is the starting point for our available cash for distribution. EBITDA and Adjusted EBITDA are not recognized terms under GAAP and should not be substituted for net income (loss) or cash flow from operations. Management believes that EBITDA and Adjusted EBITDA enable investors to better understand our ability to make distributions to our common unitholders, help investors evaluate our ongoing operating results and allow for greater transparency in reviewing our overall financial, operational and economic performance. EBITDA and Adjusted EBITDA presented by other companies may not be comparable to our presentation, since each company may define these terms differently. Below is a reconciliation of net income (loss) to EBITDA and EBITDA to Adjusted EBITDA for the three months ended
December 31, 2015
and the years ended
December 31, 2015
,
2014
and
2013
:
|
|
Three Months Ended
December 31, |
|
Year Ended December 31,
|
||||||||||||
|
2015
|
|
2015
|
|
2014
|
|
2013
|
||||||||
|
(in millions)
|
||||||||||||||
|
(unaudited)
|
||||||||||||||
Net income (loss)
|
$
|
(122.2
|
)
|
|
$
|
291.2
|
|
|
$
|
358.7
|
|
|
$
|
590.4
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Interest expense and other financing costs, net of interest income
|
10.4
|
|
|
42.2
|
|
|
33.9
|
|
|
43.7
|
|
||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Depreciation and amortization
|
32.1
|
|
|
130.2
|
|
|
122.5
|
|
|
114.3
|
|
||||
EBITDA
|
(79.7
|
)
|
|
463.6
|
|
|
515.1
|
|
|
748.4
|
|
||||
Add:
|
|
|
|
|
|
|
|
||||||||
FIFO impact (favorable) unfavorable(a)
|
26.6
|
|
|
60.3
|
|
|
160.8
|
|
|
(21.3
|
)
|
||||
Share-based compensation, non-cash
|
0.1
|
|
|
0.6
|
|
|
2.3
|
|
|
9.5
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
26.1
|
|
||||
Major scheduled turnaround expenses(b)
|
84.9
|
|
|
102.2
|
|
|
6.8
|
|
|
—
|
|
||||
(Gain) loss on derivatives, net
|
(23.6
|
)
|
|
28.6
|
|
|
(185.6
|
)
|
|
(57.1
|
)
|
||||
Current period settlements on derivative contracts(c)
|
8.1
|
|
|
(26.0
|
)
|
|
122.2
|
|
|
6.4
|
|
||||
Flood insurance recovery(d)
|
—
|
|
|
(27.3
|
)
|
|
—
|
|
|
—
|
|
||||
Adjusted EBITDA
|
$
|
16.4
|
|
|
$
|
602.0
|
|
|
$
|
621.6
|
|
|
$
|
712.0
|
|
|
(a)
|
FIFO is our basis for determining inventory value on a GAAP basis. Changes in crude oil prices can cause fluctuations in the inventory valuation of our crude oil, work in process and finished goods, thereby resulting in a favorable FIFO impact when crude oil prices increase and an unfavorable FIFO impact when crude oil prices decrease. The FIFO impact is calculated based upon inventory values at the beginning of the accounting period and at the end of the accounting period.
|
(b)
|
Represents expense associated with major scheduled turnaround activities performed at the Coffeyville refinery (
$102.2 million
in 2015 and
$5.5 million
in 2014) and the Wynnewood refinery (
$1.3 million
in 2014).
|
(c)
|
Represents the portion of gain (loss) on derivatives, net related to contracts that matured during the respective periods and settled with counterparties. There are no premiums paid or received at the inception of the derivative contracts and upon settlement, there is no cost recovery associated with these contracts.
|
(d)
|
Represents an insurance recovery from CRRM's environmental insurance carriers as a result of the flood and crude oil discharge at the Coffeyville refinery on June/July 2007. Refer to Part II, Item 8,
Note 11 ("Commitments and Contingencies")
of this Report for further details.
|
(6)
|
Available cash for distribution is generally equal to Adjusted EBITDA reduced for cash needed for (i) debt service, (ii) reserves for environmental and maintenance capital expenditures, (iii) reserves for major scheduled turnaround expenses and, to the extent applicable, (iv) reserves for future operating or capital needs that the board of directors of our general partner deems necessary or appropriate, if any. Available cash for distributions may be increased by previously established cash reserves, if any, and other excess cash, at the discretion of the board of directors of our general partner. Available cash for distribution is not a recognized term under GAAP. Available cash for distribution should not be considered in isolation or as an alternative to net income (loss) or operating income (loss), as a measure of operating performance. In addition, available cash for distribution is not presented as, and should not be considered an alternative to cash flows from operations or as a measure of liquidity. Available cash for distribution as reported by the Partnership may not be comparable to similarly titled measures of other entities, thereby limiting its usefulness as a comparative measure. Below is a table reconciling the available cash for distribution for the three months and year ended
December 31, 2015
:
|
|
|
Three Months Ended
December 31, 2015 |
|
Year Ended December 31, 2015
|
||||
|
|
(in millions, except per unit data)
|
||||||
Reconciliation of Adjusted EBITDA to Available cash for distribution
|
|
|
|
|
||||
Adjusted EBITDA
|
|
$
|
16.4
|
|
|
$
|
602.0
|
|
Adjustments:
|
|
|
|
|
||||
Less:
|
|
|
|
|
||||
Cash needs for debt service
|
|
(10.0
|
)
|
|
(40.0
|
)
|
||
Reserves for environmental and maintenance capital expenditures
|
|
(31.3
|
)
|
|
(125.0
|
)
|
||
Reserves for major scheduled turnaround expenses
|
|
(8.8
|
)
|
|
(35.0
|
)
|
||
Reserves for future operating needs
|
|
—
|
|
|
(30.0
|
)
|
||
Add:
|
|
|
|
|
||||
Release of previously established cash reserves
|
|
$
|
30.0
|
|
|
$
|
30.0
|
|
Available cash for distribution
|
|
$
|
(3.7
|
)
|
|
$
|
402.0
|
|
Available cash for distribution, per unit
|
|
$
|
(0.03
|
)
|
|
$
|
2.72
|
|
Distribution declared, per unit
|
|
$
|
—
|
|
|
$
|
2.75
|
|
Common units outstanding (in thousands)
|
|
147,600
|
|
|
147,600
|
|
(7)
|
Direct operating expense is presented on a per barrel sold basis. Barrels sold are derived from the barrels produced and shipped from the refineries. We utilize total direct operating expenses, which does not include depreciation or amortization expense, and divide by the applicable number of barrels sold for the period to derive the metric.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Coffeyville Refinery Financial Results
|
|
|
|
|
|
||||||
Net sales
|
$
|
3,220.6
|
|
|
$
|
5,755.5
|
|
|
$
|
5,370.8
|
|
Cost of product sold (exclusive of depreciation and amortization)
|
2,626.1
|
|
|
5,254.9
|
|
|
4,648.6
|
|
|||
Direct operating expenses (exclusive of depreciation and amortization)
|
209.1
|
|
|
223.6
|
|
|
219.4
|
|
|||
Major scheduled turnaround expenses
|
102.2
|
|
|
5.5
|
|
|
—
|
|
|||
Flood insurance recovery
|
(27.3
|
)
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
72.1
|
|
|
73.6
|
|
|
70.8
|
|
|||
Gross profit
|
$
|
238.4
|
|
|
$
|
197.9
|
|
|
$
|
432.0
|
|
Plus:
|
|
|
|
|
|
||||||
Direct operating expenses and major scheduled turnaround expenses (exclusive of depreciation and amortization)
|
311.3
|
|
|
229.1
|
|
|
219.4
|
|
|||
Flood insurance recovery
|
(27.3
|
)
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
72.1
|
|
|
73.6
|
|
|
70.8
|
|
|||
Refining margin
|
$
|
594.5
|
|
|
$
|
500.6
|
|
|
$
|
722.2
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(dollars per barrel)
|
||||||||||
Coffeyville Refinery Key Operating Statistics
|
|
|
|
|
|
||||||
Per crude oil throughput barrel:
|
|
|
|
|
|
||||||
Refining margin
|
$
|
14.37
|
|
|
$
|
11.46
|
|
|
$
|
17.90
|
|
Gross profit
|
$
|
5.77
|
|
|
$
|
4.53
|
|
|
$
|
10.71
|
|
Direct operating expenses and major scheduled turnaround expenses (exclusive of depreciation and amortization)
|
$
|
7.53
|
|
|
$
|
5.24
|
|
|
$
|
5.44
|
|
Direct operating expenses and major scheduled turnaround expenses (exclusive of depreciation and amortization) per barrel sold
|
$
|
6.92
|
|
|
$
|
4.73
|
|
|
$
|
5.00
|
|
Barrels sold (barrels per day)
|
123,279
|
|
|
132,791
|
|
|
120,166
|
|
|
Year Ended December 31,
|
|||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||
|
|
|
%
|
|
|
|
%
|
|
|
|
%
|
|||
Coffeyville Refinery Throughput and Production Data (bpd)
|
|
|
|
|
|
|
|
|
|
|
|
|||
Throughput:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sweet
|
96,727
|
|
|
79.5
|
|
103,018
|
|
|
80.0
|
|
90,818
|
|
|
77.1
|
Medium
|
2,058
|
|
|
1.7
|
|
1,222
|
|
|
1.0
|
|
453
|
|
|
0.4
|
Heavy sour
|
14,520
|
|
|
11.9
|
|
15,464
|
|
|
12.0
|
|
19,270
|
|
|
16.3
|
Total crude oil throughput
|
113,305
|
|
|
93.1
|
|
119,704
|
|
|
93.0
|
|
110,541
|
|
|
93.8
|
All other feedstocks and blendstocks
|
8,400
|
|
|
6.9
|
|
9,047
|
|
|
7.0
|
|
7,253
|
|
|
6.2
|
Total throughput
|
121,705
|
|
|
100.0
|
|
128,751
|
|
|
100.0
|
|
117,794
|
|
|
100.0
|
Production:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Gasoline
|
57,815
|
|
|
46.5
|
|
64,002
|
|
|
48.6
|
|
56,262
|
|
|
46.8
|
Distillate
|
53,136
|
|
|
42.7
|
|
56,381
|
|
|
42.8
|
|
50,353
|
|
|
41.9
|
Other (excluding internally produced fuel)
|
13,503
|
|
|
10.8
|
|
11,314
|
|
|
8.6
|
|
13,499
|
|
|
11.3
|
Total refining production (excluding internally produced fuel)
|
124,454
|
|
|
100.0
|
|
131,697
|
|
|
100.0
|
|
120,114
|
|
|
100.0
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Wynnewood Refinery Financial Results
|
|
|
|
|
|
||||||
Net sales
|
$
|
1,936.9
|
|
|
$
|
3,069.8
|
|
|
$
|
3,308.4
|
|
Cost of product sold (exclusive of depreciation and amortization)
|
1,516.3
|
|
|
2,758.1
|
|
|
2,877.5
|
|
|||
Direct operating expenses (exclusive of depreciation and amortization)
|
166.2
|
|
|
185.5
|
|
|
142.4
|
|
|||
Major scheduled turnaround expenses
|
—
|
|
|
1.3
|
|
|
—
|
|
|||
Depreciation and amortization
|
50.2
|
|
|
41.8
|
|
|
38.6
|
|
|||
Gross profit
|
$
|
204.2
|
|
|
$
|
83.1
|
|
|
$
|
249.9
|
|
Plus:
|
|
|
|
|
|
||||||
Direct operating expenses and major scheduled turnaround expenses (exclusive of depreciation and amortization)
|
166.2
|
|
|
186.8
|
|
|
142.4
|
|
|||
Depreciation and amortization
|
50.2
|
|
|
41.8
|
|
|
38.6
|
|
|||
Refining margin
|
$
|
420.6
|
|
|
$
|
311.7
|
|
|
$
|
430.9
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(dollars per barrel)
|
||||||||||
Wynnewood Refinery Key Operating Statistics
|
|
|
|
|
|
||||||
Per crude oil throughput barrel:
|
|
|
|
|
|
||||||
Refining margin
|
$
|
14.44
|
|
|
$
|
11.11
|
|
|
$
|
15.33
|
|
Gross profit
|
$
|
7.01
|
|
|
$
|
2.96
|
|
|
$
|
8.89
|
|
Direct operating expenses and major scheduled turnaround expenses (exclusive of depreciation and amortization)
|
$
|
5.71
|
|
|
$
|
6.66
|
|
|
$
|
5.06
|
|
Direct operating expenses and major scheduled turnaround expenses (exclusive of depreciation and amortization) per barrel sold
|
$
|
5.59
|
|
|
$
|
6.66
|
|
|
$
|
5.00
|
|
Barrels sold (barrels per day)
|
81,429
|
|
|
76,878
|
|
|
77,976
|
|
|
Year Ended December 31,
|
|||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||
|
|
|
%
|
|
|
|
%
|
|
|
|
%
|
|||
Wynnewood Refinery Throughput and Production Data (bpd)
|
|
|
|
|
|
|
|
|
|
|
|
|||
Throughput:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sweet
|
79,370
|
|
|
95.6
|
|
76,041
|
|
|
96.2
|
|
58,329
|
|
|
73.0
|
Medium
|
402
|
|
|
0.5
|
|
800
|
|
|
1.0
|
|
18,698
|
|
|
23.4
|
Heavy sour
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
Total crude oil throughput
|
79,772
|
|
|
96.1
|
|
76,841
|
|
|
97.2
|
|
77,027
|
|
|
96.4
|
All other feedstocks and blendstocks
|
3,272
|
|
|
3.9
|
|
2,237
|
|
|
2.8
|
|
2,868
|
|
|
3.6
|
Total throughput
|
83,044
|
|
|
100.0
|
|
79,078
|
|
|
100.0
|
|
79,895
|
|
|
100.0
|
Production:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Gasoline
|
42,146
|
|
|
51.7
|
|
38,273
|
|
|
49.5
|
|
38,299
|
|
|
49.0
|
Distillate
|
32,817
|
|
|
40.2
|
|
31,258
|
|
|
40.4
|
|
31,736
|
|
|
40.6
|
Other (excluding internally produced fuel)
|
6,571
|
|
|
8.1
|
|
7,835
|
|
|
10.1
|
|
8,118
|
|
|
10.4
|
Total refining production (excluding internally produced fuel)
|
81,534
|
|
|
100.0
|
|
77,366
|
|
|
100.0
|
|
78,153
|
|
|
100.0
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Total Variance
|
|
|
|
|
|||||||||||||||||||||||||||
|
Volume(1)
|
|
$ per barrel
|
|
Sales $(2)
|
|
Volume(1)
|
|
$ per barrel
|
|
Sales $(2)
|
|
Volume(1)
|
|
Sales $(2)
|
|
Price
Variance |
|
Volume
Variance |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
|||||||||||||||||||
Gasoline
|
40.1
|
|
|
$
|
67.52
|
|
|
$
|
2,708.4
|
|
|
40.3
|
|
|
$
|
106.21
|
|
|
$
|
4,282.2
|
|
|
(0.2
|
)
|
|
$
|
(1,573.8
|
)
|
|
$
|
(1,552.1
|
)
|
|
$
|
(21.7
|
)
|
Distillate
|
33.1
|
|
|
$
|
68.01
|
|
|
$
|
2,248.2
|
|
|
34.9
|
|
|
$
|
118.09
|
|
|
$
|
4,122.3
|
|
|
(1.8
|
)
|
|
$
|
(1,874.1
|
)
|
|
$
|
(1,656.4
|
)
|
|
$
|
(217.7
|
)
|
|
(1)
|
Barrels in millions
|
(2)
|
Sales dollars in millions
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Total Variance
|
|
|
|
|
|||||||||||||||||||||||||||
|
Volume(1)
|
|
$ per barrel
|
|
Sales $(2)
|
|
Volume(1)
|
|
$ per barrel
|
|
Sales $(2)
|
|
Volume(1)
|
|
Sales $(2)
|
|
Price
Variance |
|
Volume
Variance |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
|||||||||||||||||||
Gasoline
|
40.3
|
|
|
$
|
106.21
|
|
|
$
|
4,282.2
|
|
|
37.8
|
|
|
$
|
114.29
|
|
|
$
|
4,330.0
|
|
|
2.5
|
|
|
$
|
(47.8
|
)
|
|
$
|
(325.9
|
)
|
|
$
|
278.1
|
|
Distillate
|
34.9
|
|
|
$
|
118.09
|
|
|
$
|
4,122.3
|
|
|
30.6
|
|
|
$
|
126.79
|
|
|
$
|
3,880.6
|
|
|
4.3
|
|
|
$
|
241.7
|
|
|
$
|
(303.5
|
)
|
|
$
|
545.2
|
|
|
(1)
|
Barrels in millions
|
(2)
|
Sales dollars in millions
|
|
Year Ended December 31,
|
||||||
|
2015 Actual
|
|
2016 Estimate
|
||||
|
(in millions)
|
||||||
|
(unaudited)
|
||||||
Coffeyville refinery:
|
|
|
|
||||
Maintenance
|
$
|
69.7
|
|
|
$
|
60.0
|
|
Growth
|
73.2
|
|
|
50.0
|
|
||
Coffeyville refinery total capital excluding major scheduled turnaround expenses
|
142.9
|
|
|
110.0
|
|
||
Wynnewood refinery
|
|
|
|
||||
Maintenance
|
25.6
|
|
|
40.0
|
|
||
Growth
|
6.4
|
|
|
6.0
|
|
||
Wynnewood refinery total capital excluding major scheduled turnaround expenses
|
32.0
|
|
|
46.0
|
|
||
Other Petroleum
:
|
|
|
|
||||
Maintenance
|
8.1
|
|
|
20.0
|
|
||
Growth
|
11.7
|
|
|
24.0
|
|
||
Other petroleum total capital excluding major scheduled turnaround expenses
|
19.8
|
|
|
44.0
|
|
||
Total capital spending excluding major scheduled turnaround expenses
|
$
|
194.7
|
|
|
$
|
200.0
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
473.7
|
|
|
$
|
715.8
|
|
|
$
|
601.0
|
|
Investing activities
|
(194.7
|
)
|
|
(191.2
|
)
|
|
(204.4
|
)
|
|||
Financing activities
|
(461.9
|
)
|
|
(434.2
|
)
|
|
(269.9
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
$
|
(182.9
|
)
|
|
$
|
90.4
|
|
|
$
|
126.7
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
Total
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Long-term debt(1)
|
$
|
531.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31.5
|
|
|
$
|
—
|
|
|
$
|
500.0
|
|
Operating leases(2)
|
2.6
|
|
|
1.3
|
|
|
0.5
|
|
|
0.3
|
|
|
0.2
|
|
|
0.1
|
|
|
0.2
|
|
|||||||
Capital lease obligations(3)
|
48.5
|
|
|
1.6
|
|
|
1.9
|
|
|
2.1
|
|
|
2.3
|
|
|
2.6
|
|
|
38.0
|
|
|||||||
Unconditional purchase obligations(4)
|
1,316.6
|
|
|
128.8
|
|
|
118.8
|
|
|
119.1
|
|
|
118.6
|
|
|
106.1
|
|
|
725.2
|
|
|||||||
Environmental liabilities(5)
|
3.7
|
|
|
2.0
|
|
|
0.5
|
|
|
0.5
|
|
|
0.1
|
|
|
0.1
|
|
|
0.5
|
|
|||||||
Interest payments(6)
|
272.3
|
|
|
38.4
|
|
|
38.3
|
|
|
38.1
|
|
|
36.8
|
|
|
36.4
|
|
|
84.3
|
|
|||||||
Total
|
$
|
2,175.2
|
|
|
$
|
172.1
|
|
|
$
|
160.0
|
|
|
$
|
160.1
|
|
|
$
|
189.5
|
|
|
$
|
145.3
|
|
|
$
|
1,348.2
|
|
Other Commercial Commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Standby letters of credit(7)
|
$
|
27.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
Consists of the 2022 Notes and borrowings outstanding on the intercompany credit facility as of
December 31, 2015
.
|
(2)
|
We lease various facilities and equipment, including real property, under operating leases for various periods.
|
(3)
|
The amount includes commitments under capital lease arrangements for two leases associated with pipelines and storage and terminal equipment at the Wynnewood refinery.
|
(4)
|
The amount includes (a) commitments under several agreements in our petroleum operations related to pipeline usage, petroleum products storage and petroleum transportation, (b) commitments related to our biofuels blending obligation and (c) approximately
$781.5 million
payable ratably over
fifteen years
pursuant to petroleum transportation service agreements between our subsidiary, CRRM and each of TransCanada Keystone Pipeline Limited Partnership and TransCanada Keystone Pipeline, LP (together, “TransCanada”). The purchase obligation reflects the exchange rate between the Canadian dollar and the U.S. dollar as of
December 31, 2015
, where applicable. Under the agreements, CRRM receives transportation of at least
25,000
barrels per day of crude oil with a delivery point at Cushing, Oklahoma for a term of
twenty years
on TransCanada's Keystone pipeline system. We began receiving crude oil under the agreements in the first quarter of 2011.
|
(5)
|
Environmental liabilities represents our estimated payments required by federal and/or state environmental agencies related to closure of hazardous waste management units at our sites in Coffeyville and Phillipsburg, Kansas and Wynnewood, Oklahoma. We also are required to make payments with respect to other environmental liabilities, which are not contractual obligations but which would be necessary for our continued operations. See "Business — Environmental Matters."
|
(6)
|
Interest payments are based on stated interest rates for our long-term debt outstanding and interest payments for the capital lease obligation as of
December 31, 2015
.
|
(7)
|
Standby letters of credit issued against the Amended and Restated ABL Credit Facility include
$0.2 million
of letters of credit issued in connection with environmental liabilities,
$26.7 million
in letters of credit to secure transportation services for crude oil and a
$0.9 million
letter of credit issued to guarantee a portion of our insurance policy.
|
•
|
Officer and employee salaries and share-based compensation;
|
•
|
Rent or depreciation;
|
•
|
Advertising;
|
•
|
Accounting, tax, legal and information technology services;
|
•
|
Other selling, general and administrative expenses;
|
•
|
Costs for defined contribution plans, medical and other employee benefits; and
|
•
|
Financing costs, including interest, and losses on extinguishment of debt.
|
•
|
lock in or fix a percentage of the anticipated or planned gross margin in future periods when the derivative market offers commodity spreads that generate positive cash flows;
|
•
|
hedge the value of inventories in excess of minimum required inventories; and
|
•
|
manage existing derivative positions related to a change in anticipated operations and market conditions.
|
Audited Financial Statements:
|
Page
Number
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions, except unit data)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
187.3
|
|
|
$
|
370.2
|
|
Accounts receivable, net of allowance for doubtful accounts of $0.3, including $0.3 and $0.5 due from affiliates at December 31, 2015 and 2014, respectively
|
88.9
|
|
|
130.0
|
|
||
Inventories
|
252.5
|
|
|
293.8
|
|
||
Prepaid expenses and other current assets, including $2.0 and $4.1 due from affiliates at December 31, 2015 and 2014, respectively
|
101.2
|
|
|
94.5
|
|
||
Total current assets
|
629.9
|
|
|
888.5
|
|
||
Property, plant, and equipment, net of accumulated depreciation
|
1,549.5
|
|
|
1,487.1
|
|
||
Deferred financing costs, net
|
6.2
|
|
|
8.1
|
|
||
Other long-term assets
|
9.6
|
|
|
34.1
|
|
||
Total assets
|
$
|
2,195.2
|
|
|
$
|
2,417.8
|
|
LIABILITIES AND PARTNERS' CAPITAL
|
|||||||
Current liabilities:
|
|
|
|
||||
Note payable and capital lease obligations
|
$
|
1.6
|
|
|
$
|
1.4
|
|
Accounts payable, including $5.4 and $8.9 due to affiliates at December 31, 2015 and 2014, respectively
|
254.3
|
|
|
269.9
|
|
||
Personnel accruals, including $4.0 and $1.6 due to affiliates at December 31, 2015 and 2014, respectively
|
21.7
|
|
|
18.6
|
|
||
Accrued taxes other than income taxes
|
22.1
|
|
|
24.7
|
|
||
Accrued expenses and other current liabilities, including $9.8 and $6.9 due to affiliates at December 31, 2015 and 2014, respectively
|
31.8
|
|
|
69.4
|
|
||
Total current liabilities
|
331.5
|
|
|
384.0
|
|
||
Long-term liabilities:
|
|
|
|
||||
Long-term debt and capital lease obligations, net of current portion, including $31.5 due to affiliates at December 31, 2015 and 2014
|
578.4
|
|
|
580.0
|
|
||
Other long-term liabilities, including $0.8 and $1.0 due to affiliates at December 31, 2015 and 2014, respectively
|
3.9
|
|
|
3.7
|
|
||
Total long-term liabilities
|
582.3
|
|
|
583.7
|
|
||
Commitments and contingencies
|
|
|
|
||||
Partners’ capital:
|
|
|
|
||||
Common unitholders, 147,600,000 units issued and outstanding at December 31, 2015 and 2014
|
1,281.4
|
|
|
1,450.1
|
|
||
General partner interest
|
—
|
|
|
—
|
|
||
Total partners' capital
|
1,281.4
|
|
|
1,450.1
|
|
||
Total liabilities and partners' capital
|
$
|
2,195.2
|
|
|
$
|
2,417.8
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions, except per unit data)
|
||||||||||
Net sales
|
$
|
5,161.9
|
|
|
$
|
8,829.7
|
|
|
$
|
8,683.5
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of product sold (exclusive of depreciation and amortization)
|
4,143.6
|
|
|
8,013.4
|
|
|
7,526.7
|
|
|||
Direct operating expenses (exclusive of depreciation and amortization)
|
478.5
|
|
|
416.0
|
|
|
361.7
|
|
|||
Flood insurance recovery
|
(27.3
|
)
|
|
—
|
|
|
—
|
|
|||
Selling, general and administrative expenses (exclusive of depreciation and amortization)
|
75.2
|
|
|
70.6
|
|
|
77.8
|
|
|||
Depreciation and amortization
|
130.2
|
|
|
122.5
|
|
|
114.3
|
|
|||
Total operating costs and expenses
|
4,800.2
|
|
|
8,622.5
|
|
|
8,080.5
|
|
|||
Operating income
|
361.7
|
|
|
207.2
|
|
|
603.0
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense and other financing costs
|
(42.6
|
)
|
|
(34.2
|
)
|
|
(44.1
|
)
|
|||
Interest income
|
0.4
|
|
|
0.3
|
|
|
0.4
|
|
|||
Gain (loss) on derivatives, net
|
(28.6
|
)
|
|
185.6
|
|
|
57.1
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(26.1
|
)
|
|||
Other income (expense), net
|
0.3
|
|
|
(0.2
|
)
|
|
0.1
|
|
|||
Total other income (expense)
|
(70.5
|
)
|
|
151.5
|
|
|
(12.6
|
)
|
|||
Income before income tax expense
|
291.2
|
|
|
358.7
|
|
|
590.4
|
|
|||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
$
|
291.2
|
|
|
$
|
358.7
|
|
|
$
|
590.4
|
|
|
|
|
|
|
|
||||||
Net income subsequent to initial public offering (January 23, 2013 through December 31, 2013)
|
|
|
|
|
$
|
512.6
|
|
||||
Net income per common unit - basic(1)
|
$
|
1.97
|
|
|
$
|
2.43
|
|
|
$
|
3.47
|
|
Net income per common unit - diluted(1)
|
$
|
1.97
|
|
|
$
|
2.43
|
|
|
$
|
3.47
|
|
|
|
|
|
|
|
||||||
Weighted average common units outstanding:
|
|
|
|
|
|
||||||
Basic
|
147.6
|
|
|
147.6
|
|
|
147.6
|
|
|||
Diluted
|
147.6
|
|
|
147.6
|
|
|
147.6
|
|
|
(1)
|
Represents net income per common unit since closing the Partnership’s initial public offering on January 23, 2013. See
Note 9
to the consolidated financial statements.
|
|
Common Units Issued
|
|
Limited Partner Interest
|
|
Common Unitholders
|
|
General Partner Interest
|
|
Total Partners'
Capital
|
|||||||||
|
(in millions, except unit data)
|
|||||||||||||||||
Balance at December 31, 2012
|
—
|
|
|
$
|
980.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
980.8
|
|
Net income attributable to period from January 1, 2013 through January 22, 2013
|
—
|
|
|
77.8
|
|
|
—
|
|
|
—
|
|
|
77.8
|
|
||||
Share-based compensation – affiliates attributable to the period from January 1, 2013 through January 22, 2013
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||
Distributions to affiliates, net
|
—
|
|
|
(150.0
|
)
|
|
—
|
|
|
—
|
|
|
(150.0
|
)
|
||||
Conversion of limited partner interest to common units and general partner interest
|
147,600,000
|
|
|
(909.4
|
)
|
|
909.4
|
|
|
—
|
|
|
—
|
|
||||
January issuance of common units to public, net of offering costs
|
—
|
|
|
—
|
|
|
653.6
|
|
|
—
|
|
|
653.6
|
|
||||
Distributions to affiliates, net
|
—
|
|
|
—
|
|
|
(85.1
|
)
|
|
—
|
|
|
(85.1
|
)
|
||||
May issuance of additional common units to public, net of offering costs
|
13,209,236
|
|
|
—
|
|
|
393.6
|
|
|
—
|
|
|
393.6
|
|
||||
May redemption of common units from CVR Refining Holdings, LLC
|
(13,209,236
|
)
|
|
—
|
|
|
(394.0
|
)
|
|
—
|
|
|
(394.0
|
)
|
||||
Share-based compensation - Affiliates
|
—
|
|
|
—
|
|
|
8.7
|
|
|
—
|
|
|
8.7
|
|
||||
Cash distributions to common unitholders - Affiliates
|
—
|
|
|
—
|
|
|
(378.7
|
)
|
|
—
|
|
|
(378.7
|
)
|
||||
Cash distributions to common unitholders - Non-affiliates
|
—
|
|
|
—
|
|
|
(98.0
|
)
|
|
—
|
|
|
(98.0
|
)
|
||||
Net income attributable to the period from January 23, 2013 through December 31, 2013
|
—
|
|
|
—
|
|
|
512.6
|
|
|
—
|
|
|
512.6
|
|
||||
Balance at December 31, 2013
|
147,600,000
|
|
|
—
|
|
|
1,522.1
|
|
|
—
|
|
|
1,522.1
|
|
||||
June issuance of additional common units to the public, net of offering costs
|
7,089,100
|
|
|
—
|
|
|
178.5
|
|
|
—
|
|
|
178.5
|
|
||||
June redemption of common units from CVR Refining Holdings, LLC
|
(7,089,100
|
)
|
|
—
|
|
|
(179.0
|
)
|
|
—
|
|
|
(179.0
|
)
|
||||
Share-based compensation - Affiliates
|
—
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
|
2.3
|
|
||||
Cash distributions to common unitholders - Affiliates
|
—
|
|
|
—
|
|
|
(313.4
|
)
|
|
—
|
|
|
(313.4
|
)
|
||||
Cash distributions to common unitholders - Non-affiliates
|
—
|
|
|
—
|
|
|
(119.1
|
)
|
|
—
|
|
|
(119.1
|
)
|
||||
Net income
|
—
|
|
|
—
|
|
|
358.7
|
|
|
—
|
|
|
358.7
|
|
||||
Balance at December 31, 2014
|
147,600,000
|
|
|
—
|
|
|
1,450.1
|
|
|
—
|
|
|
1,450.1
|
|
||||
Share-based compensation - Affiliates
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
||||
Cash distributions to common unitholders - Affiliates
|
—
|
|
|
—
|
|
|
(322.3
|
)
|
|
—
|
|
|
(322.3
|
)
|
||||
Cash distributions to common unitholders - Non-affiliates
|
—
|
|
|
—
|
|
|
(138.2
|
)
|
|
—
|
|
|
(138.2
|
)
|
||||
Net income
|
—
|
|
|
—
|
|
|
291.2
|
|
|
—
|
|
|
291.2
|
|
||||
Balance at December 31, 2015
|
147,600,000
|
|
|
$
|
—
|
|
|
$
|
1,281.4
|
|
|
$
|
—
|
|
|
$
|
1,281.4
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
291.2
|
|
|
$
|
358.7
|
|
|
$
|
590.4
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
130.2
|
|
|
122.5
|
|
|
114.3
|
|
|||
Allowance for doubtful accounts
|
—
|
|
|
(0.5
|
)
|
|
(1.1
|
)
|
|||
Amortization of deferred financing costs
|
1.9
|
|
|
1.9
|
|
|
1.9
|
|
|||
Loss on disposition of assets
|
0.9
|
|
|
0.2
|
|
|
0.1
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
26.1
|
|
|||
Share-based compensation
|
9.3
|
|
|
8.0
|
|
|
11.6
|
|
|||
(Gain) loss on derivatives, net
|
28.6
|
|
|
(185.6
|
)
|
|
(57.1
|
)
|
|||
Current period settlements on derivative contracts
|
(26.0
|
)
|
|
122.2
|
|
|
6.4
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
41.1
|
|
|
105.4
|
|
|
(29.3
|
)
|
|||
Inventories
|
41.3
|
|
|
200.3
|
|
|
5.8
|
|
|||
Prepaid expenses and other current assets
|
12.9
|
|
|
3.9
|
|
|
(47.8
|
)
|
|||
Other long-term assets
|
4.3
|
|
|
(0.6
|
)
|
|
0.2
|
|
|||
Accounts payable
|
(16.3
|
)
|
|
(58.5
|
)
|
|
(18.9
|
)
|
|||
Accrued expenses and other current liabilities
|
(45.9
|
)
|
|
36.6
|
|
|
(1.0
|
)
|
|||
Other long-term liabilities
|
0.2
|
|
|
1.3
|
|
|
(0.6
|
)
|
|||
Net cash provided by operating activities
|
473.7
|
|
|
715.8
|
|
|
601.0
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(194.7
|
)
|
|
(191.3
|
)
|
|
(204.5
|
)
|
|||
Proceeds from sale of assets
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||
Net cash used in investing activities
|
(194.7
|
)
|
|
(191.2
|
)
|
|
(204.4
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Payments on senior secured notes
|
—
|
|
|
—
|
|
|
(243.4
|
)
|
|||
Payment of capital lease obligations
|
(1.4
|
)
|
|
(1.2
|
)
|
|
(1.1
|
)
|
|||
Payment of deferred financing costs
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||
Revolving debt borrowings - affiliates
|
—
|
|
|
—
|
|
|
31.5
|
|
|||
Proceeds from January 2013 issuance of common units, net of offering costs
|
—
|
|
|
—
|
|
|
655.7
|
|
|||
Proceeds from May 2013 issuance of common units, net of offering costs
|
—
|
|
|
—
|
|
|
393.6
|
|
|||
Redemption of common units from CVR Refining Holdings, LLC - May 2013
|
—
|
|
|
—
|
|
|
(394.0
|
)
|
|||
Proceeds from June 2014 issuance of common units, net of offering costs
|
—
|
|
|
178.5
|
|
|
—
|
|
|||
Redemption of common units from CVR Refining Holdings, LLC - June 2014
|
—
|
|
|
(179.0
|
)
|
|
—
|
|
|||
Distributions to affiliates
|
—
|
|
|
—
|
|
|
(235.1
|
)
|
|||
Distributions to common unitholders - affiliates
|
(322.3
|
)
|
|
(313.4
|
)
|
|
(378.7
|
)
|
|||
Distributions to common unitholders - non-affiliates
|
(138.2
|
)
|
|
(119.1
|
)
|
|
(98.0
|
)
|
|||
Net cash used in financing activities
|
(461.9
|
)
|
|
(434.2
|
)
|
|
(269.9
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(182.9
|
)
|
|
90.4
|
|
|
126.7
|
|
|||
Cash and cash equivalents, beginning of period
|
370.2
|
|
|
279.8
|
|
|
153.1
|
|
|||
Cash and cash equivalents, end of period
|
$
|
187.3
|
|
|
$
|
370.2
|
|
|
$
|
279.8
|
|
Supplemental disclosures:
|
|
|
|
|
|
||||||
Cash paid for interest net of capitalized interest of $3.7, $9.4 and $3.2 for the years ended December 31, 2015, 2014 and 2013, respectively
|
$
|
40.6
|
|
|
$
|
32.4
|
|
|
$
|
49.4
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Construction in progress additions included in accounts payable
|
$
|
20.6
|
|
|
$
|
19.9
|
|
|
$
|
30.4
|
|
Change in accounts payable related to construction in progress additions
|
$
|
0.7
|
|
|
$
|
(10.5
|
)
|
|
$
|
(7.0
|
)
|
•
|
approximately
$253.0 million
was used to repurchase CRLLC's
10.875%
senior secured notes due 2017 (including accrued interest);
|
•
|
approximately
$54.0 million
was used to fund the turnaround expenses at the Wynnewood refinery that were incurred during the fourth quarter of 2012;
|
•
|
approximately
$85.1 million
was distributed to CRLLC;
|
•
|
approximately
$160.0 million
was used to fund certain maintenance and environmental capital expenditures through 2014; and
|
•
|
the balance of the proceeds of approximately
$101.5 million
was allocated to be utilized for general corporate purposes.
|
Asset
|
Range of Useful
Lives, in Years
|
||
Improvements to land
|
15
|
to
|
30
|
Buildings
|
20
|
to
|
30
|
Machinery and equipment
|
5
|
to
|
30
|
Automotive equipment
|
5
|
to
|
15
|
Furniture and fixtures
|
3
|
to
|
10
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Coffeyville refinery(1)
|
$
|
102.2
|
|
|
$
|
5.5
|
|
Wynnewood refinery(2)
|
—
|
|
|
1.3
|
|
||
Total major scheduled turnaround expenses
|
$
|
102.2
|
|
|
$
|
6.8
|
|
|
(1)
|
The Coffeyville refinery completed the first phase of its current major scheduled turnaround in mid-November 2015. The second phase is scheduled to begin in late February 2016. During the outage at the Coffeyville refinery as discussed in
Note 6 ("Insurance Claims")
, the Partnership accelerated certain planned turnaround activities scheduled for 2015 and incurred turnaround expenses for the year ended December 31, 2014.
|
(2)
|
During the fluid catalytic cracking unit ("FCCU") outage at the Wynnewood refinery, the Partnership accelerated certain planned turnaround activities previously scheduled for 2016 and incurred turnaround expenses for the year ended December 31, 2014. The next turnaround for the Wynnewood refinery is scheduled to occur in the spring of 2017.
|
|
Phantom Units
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|
Aggregate
Intrinsic
Value
|
|||||
|
|
|
|
|
(in millions)
|
|||||
Non-vested at January 16, 2013
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Granted
|
187,177
|
|
|
21.55
|
|
|
|
|||
Vested
|
—
|
|
|
—
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|||
Non-vested at December 31, 2013
|
187,177
|
|
|
$
|
21.55
|
|
|
$
|
4.2
|
|
Granted
|
281,948
|
|
|
17.74
|
|
|
|
|||
Vested
|
(61,002
|
)
|
|
21.55
|
|
|
|
|||
Forfeited
|
(4,176
|
)
|
|
21.55
|
|
|
|
|||
Non-vested at December 31, 2014
|
403,947
|
|
|
$
|
18.89
|
|
|
$
|
6.8
|
|
Granted
|
302,319
|
|
|
20.40
|
|
|
|
|||
Vested
|
(136,531
|
)
|
|
19.26
|
|
|
|
|||
Forfeited
|
(58,144
|
)
|
|
18.87
|
|
|
|
|||
Non-vested at December 31, 2015
|
511,591
|
|
|
$
|
19.68
|
|
|
$
|
9.7
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Finished goods
|
$
|
104.7
|
|
|
$
|
163.5
|
|
Raw materials and precious metals
|
72.6
|
|
|
78.8
|
|
||
In-process inventories
|
35.7
|
|
|
20.6
|
|
||
Parts and supplies
|
39.5
|
|
|
30.9
|
|
||
|
$
|
252.5
|
|
|
$
|
293.8
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Land and improvements
|
$
|
28.7
|
|
|
$
|
27.7
|
|
Buildings
|
47.8
|
|
|
45.4
|
|
||
Machinery and equipment
|
2,142.2
|
|
|
2,015.5
|
|
||
Automotive equipment
|
23.9
|
|
|
21.2
|
|
||
Furniture and fixtures
|
8.2
|
|
|
8.4
|
|
||
Leasehold improvements
|
0.8
|
|
|
0.8
|
|
||
Construction in progress
|
116.8
|
|
|
61.2
|
|
||
|
2,368.4
|
|
|
2,180.2
|
|
||
Accumulated depreciation
|
818.9
|
|
|
693.1
|
|
||
Total property, plant and equipment, net
|
$
|
1,549.5
|
|
|
$
|
1,487.1
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
6.5% Second Lien Senior Secured Notes, due 2022
|
$
|
500.0
|
|
|
$
|
500.0
|
|
Intercompany credit facility
|
31.5
|
|
|
31.5
|
|
||
Capital lease obligations
|
48.5
|
|
|
49.9
|
|
||
Total debt
|
580.0
|
|
|
581.4
|
|
||
Current portion of capital lease obligations
|
(1.6
|
)
|
|
(1.4
|
)
|
||
Long-term debt, net of current portion
|
$
|
578.4
|
|
|
$
|
580.0
|
|
Year Ending December 31,
|
Deferred
Financing
|
||
|
(in millions)
|
||
2016
|
$
|
1.9
|
|
2017
|
1.8
|
|
|
2018
|
0.9
|
|
|
2019
|
0.9
|
|
|
2020
|
0.9
|
|
|
Thereafter
|
1.7
|
|
|
|
$
|
8.1
|
|
Year Ending December 31,
|
Capital Lease
|
||
|
(in millions)
|
||
2016
|
$
|
6.4
|
|
2017
|
6.5
|
|
|
2018
|
6.5
|
|
|
2019
|
6.5
|
|
|
2020
|
6.5
|
|
|
2021 and thereafter
|
57.2
|
|
|
Total future payments
|
89.6
|
|
|
Less: amount representing interest
|
41.1
|
|
|
Present value of future minimum payments
|
48.5
|
|
|
Less: current portion
|
1.6
|
|
|
Long-term portion
|
$
|
46.9
|
|
•
|
common units; and
|
•
|
a general partner interest, which is not entitled to any distributions, and which is held by the general partner.
|
|
December 31, 2014
|
|
March 31, 2015
|
|
June 30, 2015
|
|
September 30, 2015
|
|
Total Cash
Distributions
Paid in 2015
|
||||||||||
|
(in millions, except per unit data)
|
||||||||||||||||||
Amount paid to CVR Refining Holdings, LLC and affiliates
|
$
|
38.2
|
|
|
$
|
78.5
|
|
|
$
|
101.2
|
|
|
$
|
104.4
|
|
|
$
|
322.3
|
|
Amounts paid to non-affiliates
|
16.4
|
|
|
33.7
|
|
|
43.4
|
|
|
44.7
|
|
|
138.2
|
|
|||||
Total amount paid
|
$
|
54.6
|
|
|
$
|
112.2
|
|
|
$
|
144.6
|
|
|
$
|
149.1
|
|
|
$
|
460.5
|
|
Per common unit
|
$
|
0.37
|
|
|
$
|
0.76
|
|
|
$
|
0.98
|
|
|
$
|
1.01
|
|
|
$
|
3.12
|
|
Common units outstanding
|
147.6
|
|
|
147.6
|
|
|
147.6
|
|
|
147.6
|
|
|
|
|
December 31, 2013
|
|
March 31, 2014
|
|
June 30, 2014
|
|
September 30, 2014
|
|
Total Cash
Distributions
Paid in 2014
|
||||||||||
|
(in millions, except per unit data)
|
||||||||||||||||||
Amount paid to CVR Refining Holdings, LLC and affiliates
|
$
|
49.8
|
|
|
$
|
108.6
|
|
|
$
|
99.2
|
|
|
$
|
55.8
|
|
|
$
|
313.4
|
|
Amounts paid to non-affiliates
|
16.6
|
|
|
36.1
|
|
|
42.5
|
|
|
23.9
|
|
|
119.1
|
|
|||||
Total amount paid
|
$
|
66.4
|
|
|
$
|
144.7
|
|
|
$
|
141.7
|
|
|
$
|
79.7
|
|
|
$
|
432.5
|
|
Per common unit
|
$
|
0.45
|
|
|
$
|
0.98
|
|
|
$
|
0.96
|
|
|
$
|
0.54
|
|
|
$
|
2.93
|
|
Common units outstanding
|
147.6
|
|
|
147.6
|
|
|
147.6
|
|
|
147.6
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
(1)
|
||||||
|
(in millions, except per unit data)
|
||||||||||
Net income
|
$
|
291.2
|
|
|
$
|
358.7
|
|
|
$
|
512.6
|
|
Net income per common unit, basic
|
$
|
1.97
|
|
|
$
|
2.43
|
|
|
$
|
3.47
|
|
Net income per common unit, diluted
|
$
|
1.97
|
|
|
$
|
2.43
|
|
|
$
|
3.47
|
|
Weighted-average common units outstanding, basic
|
147.6
|
|
|
147.6
|
|
|
147.6
|
|
|||
Weighted-average common units outstanding, diluted
|
147.6
|
|
|
147.6
|
|
|
147.6
|
|
|
(1)
|
Reflective of net income and net income per common unit from the closing of the Initial Public Offering on January 23, 2013 to December 31, 2013.
|
Year Ending December 31,
|
Operating
Leases
|
|
Unconditional
Purchase
Obligations
(1)
|
||||
|
(in millions)
|
||||||
2016
|
$
|
1.3
|
|
|
$
|
128.8
|
|
2017
|
0.5
|
|
|
118.8
|
|
||
2018
|
0.3
|
|
|
119.1
|
|
||
2019
|
0.2
|
|
|
118.6
|
|
||
2020
|
0.1
|
|
|
106.1
|
|
||
Thereafter
|
0.2
|
|
|
725.2
|
|
||
|
$
|
2.6
|
|
|
$
|
1,316.6
|
|
|
(1)
|
This amount includes approximately
$781.5 million
payable ratably over
fifteen years
pursuant to petroleum transportation service agreements between CRRM and each of TransCanada Keystone Pipeline Limited Partnership and TransCanada Keystone Pipeline, LP (together "TransCanada"). The purchase obligation reflects the exchange rate between the Canadian dollar and the U.S. dollar as of
December 31, 2015
, where applicable. Under the agreements, CRRM receives transportation of at least
25,000
barrels per day of crude oil with a delivery point at Cushing, Oklahoma for a term of
twenty years
on TransCanada's Keystone pipeline system. CRRM began receiving crude oil under the agreements in the first quarter of 2011.
|
Year Ending December 31,
|
Amount
|
||
|
(in millions)
|
||
2016
|
$
|
2.0
|
|
2017
|
0.5
|
|
|
2018
|
0.5
|
|
|
2019
|
0.1
|
|
|
2020
|
0.1
|
|
|
Thereafter
|
0.5
|
|
|
Undiscounted total
|
3.7
|
|
|
Less amounts representing interest at 1.87%
|
0.1
|
|
|
Accrued environmental liabilities at December 31, 2015
|
$
|
3.6
|
|
•
|
Level 1 — Quoted prices in active markets for identical assets or liabilities
|
•
|
Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities)
|
•
|
Level 3 — Significant unobservable inputs (including CVR Refining's own assumptions in determining the fair value)
|
|
December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Location and Description
|
|
|
|
|
|
|
|
||||||||
Other current assets (derivative agreements)
|
$
|
—
|
|
|
$
|
44.7
|
|
|
$
|
—
|
|
|
$
|
44.7
|
|
Total Assets
|
$
|
—
|
|
|
$
|
44.7
|
|
|
$
|
—
|
|
|
$
|
44.7
|
|
Other current liabilities (derivative agreements)
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
Other current liabilities (biofuel blending obligation)
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
|
(2.7
|
)
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
(2.8
|
)
|
|
$
|
—
|
|
|
$
|
(2.8
|
)
|
|
December 31, 2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Location and Description
|
|
|
|
|
|
|
|
||||||||
Other current assets (derivative agreements)
|
$
|
—
|
|
|
$
|
25.0
|
|
|
$
|
—
|
|
|
$
|
25.0
|
|
Other long-term assets (derivative agreements)
|
—
|
|
|
22.3
|
|
|
—
|
|
|
22.3
|
|
||||
Total Assets
|
$
|
—
|
|
|
$
|
47.3
|
|
|
$
|
—
|
|
|
$
|
47.3
|
|
Other current liabilities (biofuel blending obligation)
|
—
|
|
|
(49.6
|
)
|
|
—
|
|
|
(49.6
|
)
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
(49.6
|
)
|
|
$
|
—
|
|
|
$
|
(49.6
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Current period settlements on derivative contracts
|
$
|
(26.0
|
)
|
|
$
|
122.2
|
|
|
$
|
6.4
|
|
Gain (loss) on derivatives, net
|
(28.6
|
)
|
|
185.6
|
|
|
57.1
|
|
|
As of December 31, 2015
|
||||||||||||||||||
Description
|
Gross Current Assets
|
|
Gross
Amounts
Offset
|
|
Net
Current Assets
Presented
|
|
Cash
Collateral
Not Offset
|
|
Net
Amount
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Commodity Swaps
|
$
|
44.8
|
|
|
$
|
(0.1
|
)
|
|
$
|
44.7
|
|
|
$
|
—
|
|
|
$
|
44.7
|
|
Total
|
$
|
44.8
|
|
|
$
|
(0.1
|
)
|
|
$
|
44.7
|
|
|
$
|
—
|
|
|
$
|
44.7
|
|
|
As of December 31, 2015
|
||||||||||||||||||
Description
|
Gross
Current Liabilities
|
|
Gross
Amounts
Offset
|
|
Net
Current Liabilities
Presented
|
|
Cash
Collateral
Not Offset
|
|
Net
Amount
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Commodity Swaps
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Total
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
As of December 31, 2014
|
||||||||||||||||||
Description
|
Gross Current Assets
|
|
Gross
Amounts
Offset
|
|
Net
Current Assets
Presented
|
|
Cash
Collateral
Not Offset
|
|
Net
Amount
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Commodity Swaps
|
$
|
25.3
|
|
|
$
|
(0.3
|
)
|
|
$
|
25.0
|
|
|
$
|
—
|
|
|
$
|
25.0
|
|
Total
|
$
|
25.3
|
|
|
$
|
(0.3
|
)
|
|
$
|
25.0
|
|
|
$
|
—
|
|
|
$
|
25.0
|
|
|
As of December 31, 2014
|
||||||||||||||||||
Description
|
Gross Non-Current Assets
|
|
Gross
Amounts
Offset
|
|
Net
Non-Current Assets
Presented
|
|
Cash
Collateral
Not Offset
|
|
Net
Amount
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Commodity Swaps
|
$
|
22.3
|
|
|
$
|
—
|
|
|
$
|
22.3
|
|
|
$
|
—
|
|
|
$
|
22.3
|
|
Total
|
$
|
22.3
|
|
|
$
|
—
|
|
|
$
|
22.3
|
|
|
$
|
—
|
|
|
$
|
22.3
|
|
•
|
services from CVR Energy's employees in capacities equivalent to the capacities of corporate executive officers, except that those who serve in such capacities under the agreement shall serve the Partnership on a shared, part-time basis only, unless the Partnership and CVR Energy agree otherwise;
|
•
|
administrative and professional services, including legal, accounting services, human resources, insurance, tax, credit, finance, government affairs and regulatory affairs;
|
•
|
management of the Partnership's property and the property of its operating subsidiaries in the ordinary course of business;
|
•
|
recommendations on capital raising activities to the board of directors of the Partnership's general partner, including the issuance of debt or equity interests, the entry into credit facilities and other capital market transactions;
|
•
|
managing or overseeing litigation and administrative or regulatory proceedings, establishing appropriate insurance policies for the Partnership and providing safety and environmental advice;
|
•
|
recommending the payment of distributions; and
|
•
|
managing or providing advice for other projects, including acquisitions, as may be agreed by CVR Energy and the Partnership's general partner from time to time.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Direct operating expenses (exclusive of depreciation and amortization)
|
$
|
18.1
|
|
|
$
|
21.3
|
|
|
$
|
25.2
|
|
Selling, general and administrative expenses (exclusive of depreciation and amortization)
|
53.2
|
|
|
50.8
|
|
|
62.1
|
|
|||
Total
|
$
|
71.3
|
|
|
$
|
72.1
|
|
|
$
|
87.3
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Customer A
|
14
|
%
|
|
13
|
%
|
|
12
|
%
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Supplier A
|
61
|
%
|
|
67
|
%
|
|
69
|
%
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
Quarter
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
(in millions, except per unit data)
|
||||||||||||||
Net sales
|
$
|
1,304.4
|
|
|
$
|
1,547.5
|
|
|
$
|
1,361.6
|
|
|
$
|
948.3
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of product sold (exclusive of depreciation and amortization)
|
1,056.1
|
|
|
1,180.9
|
|
|
1,063.7
|
|
|
842.8
|
|
||||
Direct operating expenses (exclusive of depreciation and amortization)
|
87.0
|
|
|
90.3
|
|
|
112.6
|
|
|
188.7
|
|
||||
Flood insurance recovery
|
—
|
|
|
(27.3
|
)
|
|
—
|
|
|
—
|
|
||||
Selling, general and administrative (exclusive of depreciation and amortization)
|
18.1
|
|
|
18.6
|
|
|
18.2
|
|
|
20.2
|
|
||||
Depreciation and amortization
|
34.0
|
|
|
34.2
|
|
|
29.9
|
|
|
32.1
|
|
||||
Total operating costs and expenses
|
1,195.2
|
|
|
1,296.7
|
|
|
1,224.4
|
|
|
1,083.8
|
|
||||
Operating income (loss)
|
109.2
|
|
|
250.8
|
|
|
137.2
|
|
|
(135.5
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense and other financing costs
|
(11.3
|
)
|
|
(10.4
|
)
|
|
(10.4
|
)
|
|
(10.5
|
)
|
||||
Interest income
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
||||
Gain (loss) on derivatives, net
|
(51.4
|
)
|
|
(12.6
|
)
|
|
11.8
|
|
|
23.6
|
|
||||
Other income (expense), net
|
0.1
|
|
|
(0.1
|
)
|
|
0.2
|
|
|
0.1
|
|
||||
Total other income (expense)
|
(62.5
|
)
|
|
(23.0
|
)
|
|
1.7
|
|
|
13.3
|
|
||||
Income (loss) before income tax expense
|
46.7
|
|
|
227.8
|
|
|
138.9
|
|
|
(122.2
|
)
|
||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
$
|
46.7
|
|
|
$
|
227.8
|
|
|
$
|
138.9
|
|
|
$
|
(122.2
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common unit - basic
|
$
|
0.32
|
|
|
$
|
1.54
|
|
|
$
|
0.94
|
|
|
$
|
(0.83
|
)
|
Net income (loss) per common unit - diluted
|
$
|
0.32
|
|
|
$
|
1.54
|
|
|
$
|
0.94
|
|
|
$
|
(0.83
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
147.6
|
|
|
147.6
|
|
|
147.6
|
|
|
147.6
|
|
||||
Diluted
|
147.6
|
|
|
147.6
|
|
|
147.6
|
|
|
147.6
|
|
|
Year Ended December 31, 2014
|
||||||||||||||
|
Quarter
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
(in millions, except per unit data)
|
||||||||||||||
Net sales
|
$
|
2,375.3
|
|
|
$
|
2,466.3
|
|
|
$
|
2,215.2
|
|
|
$
|
1,772.8
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of product sold (exclusive of depreciation and amortization)
|
2,063.3
|
|
|
2,172.6
|
|
|
2,053.7
|
|
|
1,723.8
|
|
||||
Direct operating expenses (exclusive of depreciation and amortization)
|
99.2
|
|
|
93.2
|
|
|
110.6
|
|
|
112.9
|
|
||||
Selling, general and administrative (exclusive of depreciation and amortization)
|
18.7
|
|
|
17.9
|
|
|
17.3
|
|
|
16.8
|
|
||||
Depreciation and amortization
|
29.5
|
|
|
30.7
|
|
|
29.7
|
|
|
32.6
|
|
||||
Total operating costs and expenses
|
2,210.7
|
|
|
2,314.4
|
|
|
2,211.3
|
|
|
1,886.1
|
|
||||
Operating income (loss)
|
164.6
|
|
|
151.9
|
|
|
3.9
|
|
|
(113.3
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense and other financing costs
|
(8.7
|
)
|
|
(7.9
|
)
|
|
(7.9
|
)
|
|
(9.7
|
)
|
||||
Interest income
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
||||
Gain on derivatives, net
|
109.4
|
|
|
35.9
|
|
|
25.7
|
|
|
14.5
|
|
||||
Other expense, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Total other income
|
100.8
|
|
|
28.1
|
|
|
17.9
|
|
|
4.8
|
|
||||
Income (loss) before income tax expense
|
265.4
|
|
|
180.0
|
|
|
21.8
|
|
|
(108.5
|
)
|
||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
$
|
265.4
|
|
|
$
|
180.0
|
|
|
$
|
21.8
|
|
|
$
|
(108.5
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common unit - basic
|
$
|
1.80
|
|
|
$
|
1.22
|
|
|
$
|
0.15
|
|
|
$
|
(0.73
|
)
|
Net income (loss) per common unit - diluted
|
$
|
1.80
|
|
|
$
|
1.22
|
|
|
$
|
0.15
|
|
|
$
|
(0.73
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
147.6
|
|
|
147.6
|
|
|
147.6
|
|
|
147.6
|
|
||||
Diluted
|
147.6
|
|
|
147.6
|
|
|
147.6
|
|
|
147.6
|
|
Name
|
|
Age
|
|
Position With Our General Partner
|
|
John J. Lipinski
|
|
64
|
|
|
Chief Executive Officer and President, Director
|
Susan M. Ball
|
|
52
|
|
|
Chief Financial Officer and Treasurer
|
John R. Walter
|
|
39
|
|
|
Senior Vice President, General Counsel and Secretary
|
Robert W. Haugen
|
|
57
|
|
|
Executive Vice President, Refining Operations
|
David L. Landreth
|
|
59
|
|
|
Senior Vice President, Economics and Planning
|
Martin J. Power
|
|
60
|
|
|
Chief Commercial Officer
|
Carl C. Icahn
|
|
80
|
|
|
Director
|
SungHwan Cho
|
|
41
|
|
|
Director
|
Andrew Langham
|
|
42
|
|
|
Director
|
Courtney Mather
|
|
39
|
|
|
Director
|
Louis J. Pastor
|
|
31
|
|
|
Director
|
Kenneth Shea
|
|
57
|
|
|
Director
|
Jon R. Whitney
|
|
71
|
|
|
Director
|
Glenn R. Zander
|
|
69
|
|
|
Director
|
•
|
CVR Energy makes available to our general partner the services of CVR Energy executive officers and employees who serve as our general partner's executive officers; and
|
•
|
We, our general partner and our subsidiaries, as the case may be, are obligated to reimburse CVR Energy for any allocated portion of the costs that CVR Energy incurs in providing compensation and benefits to such CVR Energy employees, with the exception of costs attributable to certain share-based compensation awarded by CVR Energy prior to December 2013. We also pay our allocated portion of performance units and incentive units issued by CVR Energy during and after December 2013 to those personnel providing services to the Partnership via the services agreement.
|
•
|
To align the executive officers' interest with that of the unitholders and stakeholders, which provides long-term economic benefits to the unitholders;
|
•
|
To provide competitive financial incentives in the form of salary, bonuses and benefits with the goal of retaining and attracting talented and highly motivated executive officers; and
|
•
|
To maintain a compensation program whereby the executive officers, through exceptional performance and equity-based incentives, have the opportunity to realize economic rewards commensurate with appropriate gains of other unitholders and stakeholders.
|
2015 Performance Measure
|
|
2015 Performance Goals
Threshold/Target/Maximum
|
|
2015 Actual Results
|
|
Portion of Target Bonus Allocable to Measure
|
Consolidated adjusted EBITDA — Petroleum business
|
|
Threshold: $244.0 million
Target: $348.0 million
Maximum: $522.0 million
|
|
$602.0 million
|
|
30% of bonus for Messrs. Haugen, Power and Landreth
|
Petroleum reliability measures
|
|
Threshold: 171,000 bpd
Target: 180,000 bpd
Maximum: 189,000 bpd
|
|
193,077 bpd
|
|
35% of bonus for Mr. Haugen; 40% of bonus for Mr. Landreth; 30% of bonus for Mr. Power
|
Crude transportation production measure
|
|
Threshold: 59,000 bpd
Target: 62,250 bpd Maximum: 65,000 bpd |
|
68,743 bpd
|
|
10% of bonus for Messrs. Haugen and Landreth; 20% of bonus for Mr. Power
|
Coffeyville Refinery Environmental Health & Safety Measures
|
|
Threshold: 5% of refining payout levels
Target: 10% of refining payout levels Maximum: 15% of refining payout levels |
|
14.25%
|
|
10% of bonus for Messrs. Haugen, Landreth and Power
|
Wynnewood Refinery Environmental Health & Safety Measures
|
|
Threshold: 2.5% of refining payout levels
Target: 5% of refining payout levels Maximum: 7.5% of refining payout levels |
|
5.75%
|
|
5% of bonus for Messrs. Haugen and Power
|
Wynnewood Refinery Environmental Health & Safety Measures
|
|
Threshold: 5% of refining payout levels
Target: 10% of refining payout levels Maximum: 15% of refining payout levels |
|
11.50%
|
|
10% of bonus for Mr. Landreth
|
Fertilizer Environmental Health & Safety Measures
|
|
Threshold: 2.5% of refining payout levels
Target: 5% of refining payout levels Maximum: 7.5% of refining payout levels |
|
7.50%
|
|
5% of bonus for Mr. Haugen
|
Crude Transportation Environmental Health & Safety Measures
|
|
Threshold: 2.5% of refining payout levels
Target: 5% of refining payout levels Maximum: 7.5% of refining payout levels |
|
5.5%
|
|
5% of bonus for Mr. Haugen and Mr. Power
|
•
|
To align the executive officers' interest with that of the stockholders and stakeholders, which provides long-term economic benefits to the stockholders;
|
•
|
To provide competitive financial incentives in the form of salary, bonuses and benefits with the goal of retaining and attracting talented and highly motivated executive officers; and
|
•
|
To maintain a compensation program whereby the executive officers, through exceptional performance and equity-based incentives, have the opportunity to realize economic rewards commensurate with appropriate gains of other equity holders and stakeholders.
|
2015 Performance Measure
|
|
2015 Performance Goals
Threshold/Target/Maximum |
|
2015 Actual Results
|
|
Portion of Target Bonus Allocable to Measure
|
Consolidated adjusted EBITDA for CVR Energy
|
|
Threshold: $297.0 million
Target: $421.0 million Maximum: $615.0 million |
|
$729.3 million
|
|
30% of bonus for Ms. Ball
|
Petroleum Reliability Measures
|
|
Threshold: 171,000 bpd
Target: 180,000 bpd Maximum: 189,000 bpd |
|
193,077 bpd
|
|
50% of bonus for Mr. Lipinski; 30% of bonus for Ms. Ball
|
Crude Transportation Production Measures
|
|
Threshold: 59,000 gathered bpd
Target: 65,250 gathered bpd Maximum: 65,000 gathered bpd |
|
68,743 bpd
|
|
15% of bonus for Mr. Lipinski; 5% of bonus for Ms. Ball
|
Fertilizer Reliability Measures
|
|
Threshold: 915,000 tons
Target: 963,000 tons Maximum: 990,000 tons |
|
1,041,594 tons
|
|
15% of bonus for Mr. Lipinski and Ms. Ball
|
Coffeyville Refinery Environmental Health & Safety Measures
|
|
Threshold: 5% of refining payout levels
Target: 10% of refining payout levels Maximum: 15% of refining payout levels |
|
14.25%
|
|
10% of bonus for Mr. Lipinski and Ms. Ball
|
Wynnewood Refinery Environmental Health & Safety Measures
|
|
Threshold: 2.5% of refining payout levels
Target: 5% of refining payout levels Maximum: 7.5% of refining payout levels |
|
5.75%
|
|
5% of bonus for Mr. Lipinski and Ms. Ball
|
Fertilizer Environmental Health & Safety Measures
|
|
Threshold: 2.5% of nitrogen payout levels
Target: 5% of nitrogen payout levels Maximum: 7.5% of nitrogen payout levels |
|
7.5%
|
|
5% of bonus for Mr. Lipinski and Ms. Ball
|
|
|||||||||||||||||
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Stock Awards ($)(1)
|
|
Non-Equity
Incentive Plan
Compensation
($)(2)
|
|
All Other
Compensation
($)(3)
|
|
Total ($)
|
|||||
John J. Lipinski,
|
|
2015
|
|
1,000,000
|
|
|
—
|
|
|
7,187,500
|
|
|
32,214
|
|
|
8,219,714
|
|
Chief Executive Officer and
|
|
2014
|
|
1,000,000
|
|
|
—
|
|
|
2,894,000
|
|
|
30,604
|
|
|
3,924,604
|
|
President
|
|
2013
|
|
950,000
|
|
|
2,889,236
|
|
|
9,442,250
|
|
|
29,933
|
|
|
13,311,419
|
|
Susan M. Ball,
|
|
2015
|
|
415,000
|
|
|
945,003
|
|
|
673,338
|
|
|
18,703
|
|
|
2,052,044
|
|
Chief Financial Officer and
|
|
2014
|
|
390,000
|
|
|
930,002
|
|
|
451,464
|
|
|
18,230
|
|
|
1,789,696
|
|
Treasurer
|
|
2013
|
|
360,000
|
|
|
896,838
|
|
|
468,720
|
|
|
17,629
|
|
|
1,743,187
|
|
Robert W. Haugen,
|
|
2015
|
|
350,000
|
|
|
645,005
|
|
|
611,100
|
|
|
22,877
|
|
|
1,628,982
|
|
Executive Vice President,
|
|
2014
|
|
325,000
|
|
|
615,010
|
|
|
445,926
|
|
|
21,985
|
|
|
1,407,921
|
|
Refining Operations
|
|
2013
|
|
315,000
|
|
|
548,083
|
|
|
463,277
|
|
|
22,141
|
|
|
1,348,501
|
|
Martin J. Power,
|
|
2015
|
|
325,000
|
|
|
650,012
|
|
|
510,705
|
|
|
18,078
|
|
|
1,503,795
|
|
Chief Commercial Officer
|
|
2014
|
|
27,603
|
|
|
2,038,671
|
|
|
—
|
|
|
—
|
|
|
2,066,274
|
|
David L. Landreth
|
|
2015
|
|
265,000
|
|
|
460,002
|
|
|
308,990
|
|
|
21,202
|
|
|
1,055,194
|
|
Senior Vice President,
|
|
2014
|
|
245,000
|
|
|
450,010
|
|
|
224,106
|
|
|
20,440
|
|
|
939,556
|
|
Economics and Planning
|
|
2013
|
|
235,000
|
|
|
403,481
|
|
|
244,776
|
|
|
7,451
|
|
|
890,708
|
|
(1)
|
For 2015, the above table reflects the aggregate grant date fair value for incentive units granted to Ms. Ball and Messrs. Haugen and Power by CVR Energy in December 2015, and for phantom units granted to Mr. Landreth by CVR Refining in December 2015, in each case, computed in accordance with FASB ASC 718, with the assumptions relied upon in such valuation set forth in Note 3 ("Share-Based Compensation") to our audited consolidated financial statements. We pay for our allocated portion of the performance and incentive units pursuant to the services agreement. For 2014, the above table reflects the aggregate grant date fair value for incentive units granted to Ms. Ball and Messrs. Haugen and Power by CVR Energy in December 2014, notional units granted to Mr. Power effective as of December 2014 by CVR Refining, and phantom units granted to Mr. Landreth by CVR Refining in December 2014, in each case, computed in accordance with FASB ASC 718, with the assumptions relied upon in such valuation set forth in Note 3 ("Share-Based Compensation") to our audited consolidated financial statements. We pay for our allocated portion of the performance and incentive units pursuant to the services agreement. For 2013, the above table reflects the aggregate grant date fair value for certain performance units granted in December 2013 to Mr. Lipinski, for incentive units granted to Ms. Ball and Mr. Haugen by CVR Energy in December 2013, and for phantom units granted to Mr. Landreth by CVR Refining in December 2013, in each case, computed in accordance with FASB ASC 718, with the assumptions relied upon in such valuation set forth in Note 3 ("Share-Based Compensation") to our audited consolidated financial statements. We pay for our allocated portion of the performance and incentive units pursuant to the services agreement.
|
(2)
|
Amounts in this column for 2015, 2014 and 2013 reflect amounts earned pursuant to the CVR Energy PIP in respect of performance during those years, paid in 2016, 2015, and 2014 respectively. For Mr. Lipinski, the amounts for 2015 and 2013 also reflect the aggregate grant date fair value for certain performance units granted in December 2015 and December 2013, respectively, that are valued based on a performance factor that is tied to certain operational performance metrics.
|
(3)
|
Amounts in this column for 2015 include the following: (a) a company contribution under the CVR Energy 401(k) plan of $15,900 for Messrs. Lipinski, Haugen, Power and Landreth and Ms. Ball; (b) $12,750 for Mr. Lipinski, $1,841 for Ms. Ball, $5,506 for Mr. Haugen and $4,258 for Mr. Landreth in premiums paid by CVR Energy on behalf of the executive officer with respect to its executive life insurance program; and (c) $3,564 for Mr. Lipinski, $962 for
|
Name
|
|
Salary ($)
|
|
Stock Awards ($)
|
|
Non-Equity Incentive Compensation ($)
|
|
Other ($)
|
||||
John J. Lipinski
|
|
490,000
|
|
|
—
|
|
|
3,521,875
|
|
|
15,785
|
|
Susan M. Ball
|
|
219,950
|
|
|
500,852
|
|
|
356,869
|
|
|
9,912
|
|
Robert W. Haugen
|
|
315,000
|
|
|
580,505
|
|
|
549,990
|
|
|
20,590
|
|
Martin J. Power
|
|
308,750
|
|
|
617,511
|
|
|
485,170
|
|
|
17,174
|
|
|
|
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
|
|
|
|
|
||||||||||
Name
|
|
Grant Date
|
|
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
|
All Other Stock Awards; Number of Shares of Stock or Units (#)
|
|
Grant Date Fair Value of Stock Awards ($)(2)
|
||||||
John J. Lipinski
|
|
—
|
|
|
1,250,000
|
|
|
2,500,000
|
|
|
3,750,000
|
|
|
—
|
|
|
—
|
|
|
|
12/31/2015
|
|
|
2,450,000
|
|
|
3,500,000
|
|
|
3,850,000
|
|
|
—
|
|
|
—
|
|
Susan M. Ball
|
|
—
|
|
|
228,250
|
|
|
456,500
|
|
|
684,750
|
|
|
—
|
|
|
—
|
|
|
|
12/18/2015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,233
|
|
|
945,003
|
|
Robert W. Haugen
|
|
—
|
|
|
210,000
|
|
|
420,000
|
|
|
630,000
|
|
|
—
|
|
|
—
|
|
|
|
12/18/2015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,556
|
|
|
645,005
|
|
Martin J. Power
|
|
—
|
|
|
175,500
|
|
|
351,000
|
|
|
526,500
|
|
|
—
|
|
|
—
|
|
|
|
12/18/2015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,801
|
|
|
650,012
|
|
David L. Landreth
|
|
—
|
|
|
106,000
|
|
|
212,000
|
|
|
318,000
|
|
|
—
|
|
|
—
|
|
|
|
12/18/2015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,505
|
|
|
460,002
|
|
(1)
|
Amounts in these columns reflect amounts that could have been earned by the named executive officers under the CVR Energy PIP in respect of 2015 performance at the threshold, target and maximum levels with respect to each performance measure. The performance measures and related goals for 2015 set by the compensation committee of our general partner and the compensation committee of CVR Energy, as applicable, are described in the Compensation Discussion and Analysis. For Mr. Lipinski, amounts also reflect amounts that could be earned under certain performance units issued in December 2015 at threshold, target, and maximum based on performance factors that are tied to operational performance metrics.
|
(2)
|
Reflects the grant date fair value of certain incentive unit awards to Ms. Ball and Messrs. Haugen and Power by CVR Energy during 2015, and phantom unit awards to Mr. Landreth under the CVR Refining LTIP during 2015, in each case, computed in accordance with FASB ASC Topic 718.
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|||||||
Name
|
|
Number of Securities Underlying Options (#) Unexercisable
|
|
Option Exercise Price ($)
|
|
Number of Shares or Units of Stock
That Have Not Vested (#)
|
|
Market Value of Shares or Units of
Stock That Have Not Vested ($)(1)
|
|||||
Susan M. Ball
|
|
—
|
|
|
—
|
|
|
13,216
|
|
(2
|
)
|
330,136
|
|
|
|
—
|
|
|
—
|
|
|
34,949
|
|
(3
|
)
|
770,625
|
|
|
|
—
|
|
|
—
|
|
|
46,233
|
|
(4
|
)
|
875,191
|
|
Robert W. Haugen
|
|
—
|
|
|
—
|
|
|
8,076
|
|
(2
|
)
|
201,738
|
|
|
|
—
|
|
|
—
|
|
|
23,112
|
|
(3
|
)
|
509,620
|
|
|
|
—
|
|
|
—
|
|
|
31,556
|
|
(4
|
)
|
597,355
|
|
Martin J. Power
|
|
227,927
|
|
|
23.39
|
|
|
|
(8
|
)
|
885,716
|
|
|
|
|
—
|
|
|
—
|
|
|
26,464
|
|
(3
|
)
|
583,531
|
|
|
|
—
|
|
|
—
|
|
|
31,801
|
|
(4
|
)
|
601,993
|
|
David L. Landreth
|
|
—
|
|
|
—
|
|
|
6,241
|
|
(5
|
)
|
155,900
|
|
|
|
—
|
|
|
—
|
|
|
16,911
|
|
(6
|
)
|
372,888
|
|
|
|
—
|
|
|
—
|
|
|
22,505
|
|
(7
|
)
|
426,020
|
|
(1)
|
This column represents the number of unvested units outstanding on such date, multiplied by the closing price of the units on December 31, 2015, which: (i) for purposes of the incentive units described in footnote (2) and the phantom units described in footnote (5) below, was $24.98 (the closing price of $18.93 plus $6.05 in accrued distributions); (ii) for purposes of the incentive units described in footnote (3) and the phantom units described in footnote (6) below was $22.05 (the closing price of $18.93 plus $3.12 in accrued distributions); and (iii) for purposes of the incentive units described in footnote (4) and the phantom units described in footnote (7) below was $18.93. For purposes of the incentive units described in footnote (8) below, this column represents the fair value of the outstanding units estimated using the Black-Scholes option-pricing model.
|
(2)
|
The incentive units reflected were issued on December 31, 2013. The remaining unvested units are scheduled to vest on December 31, 2016, provided the executive continues to serve as an employee of CVR Energy or one of its subsidiaries on such date, subject to accelerated vesting under certain circumstances as described in more detail in the section titled "Change-in-Control and Termination Payments" below. The Partnership will share in its prorated share of the costs associated with these awards based on the percentage of time that the executive dedicates to our business during the vesting term.
|
(3)
|
The incentive units reflected were issued on December 26, 2014 and are scheduled to vest in one-half annual increments on December 26, 2016 and 2017, provided the executive continues to serve as an employee of CVR Energy or one of its subsidiaries on such date, subject to accelerated vesting under certain circumstances as described in more detail in the section titled "Change-in-Control and Termination Payments" below. The Partnership will share in its prorated share of the costs associated with these awards based on the percentage of time that the executive dedicates to our business during the vesting term.
|
(4)
|
The incentive units reflected were issued on December 18, 2015 and are scheduled to vest in one-third annual increments on the first three anniversaries of the date of grant, provided the executive continues to serve as an employee of CVR Energy or one of its subsidiaries on such date, subject to accelerated vesting under certain circumstances as described in more detail in the section titled "Change-in-Control and Termination Payments" below. The Partnership will share in its prorated share of the costs associated with these awards based on the percentage of time that the executive dedicates to our business during the vesting term.
|
(5)
|
The phantom units reflected were issued on December 27, 2013. The remaining unvested units are scheduled to vest on December 27, 2016, provided the executive continues to serve as an employee of the Partnership or one of its subsidiaries or parents on each such date, subject to accelerated vesting under certain circumstances as described in more detail in the section titled "Change-in-Control and Termination Payments" below.
|
(6)
|
The phantom units reflected were issued on December 26, 2014 and are scheduled to vest in one-half annual increments on December 26, 2016 and 2017, provided the executive continues to serve as an employee of the Partnership or one of its subsidiaries or parents on each such date, subject to accelerated vesting under certain circumstances as described in more detail in the section titled "Change-in-Control and Termination Payments" below.
|
(7)
|
The phantom units reflected were issued on December 18, 2015 and are scheduled to vest in one-third annual increments on the first three anniversaries of the date of grant, provided the executive continues to serve as an employee of our general partner, a subsidiary or parent on such date, subject to accelerated vesting under certain circumstances as described in more detail in the section titled "Change-in-Control and Termination Payments" below.
|
(8)
|
The notional units reflected were issued effective as of December 1, 2014 in the form of stock appreciation rights and are scheduled to vest on December 1, 2017, provided the executive continues to serve as an employee of CVR Refining or one of its affiliates on such date, subject to accelerated vesting under certain circumstances as described in more detail in the section titled "Change-in-Control and Termination Payments" below.
|
|
|
Equity Awards
|
|||||
Named Executive Officer
|
|
Number of Shares or Units
Acquired on Vesting (#)
|
|
Value Realized
on Vesting ($)
|
|
||
Susan M. Ball
|
|
13,216
|
|
|
357,889
|
|
(1)
|
|
|
17,475
|
|
|
399,129
|
|
(2)
|
Robert W. Haugen
|
|
8,077
|
|
|
218,725
|
|
(1)
|
|
|
11,556
|
|
|
263,939
|
|
(2)
|
Martin J. Power
|
|
13,232
|
|
|
302,219
|
|
(2)
|
David L. Landreth
|
|
6,241
|
|
|
169,006
|
|
(3)
|
|
|
8,456
|
|
|
193,135
|
|
(4)
|
(1)
|
For incentive units that became vested during fiscal year 2015, the amount reflected includes a per unit value equal to (i) the average closing price of CVR Refining's common units in accordance with the agreement, plus (ii) accrued distributions of $6.05 per unit.
|
(2)
|
For incentive units that became vested during fiscal year 2015, the amount reflected includes a per unit value equal to (i) the average closing price of CVR Refining's common units in accordance with the agreement, plus (ii) accrued distributions of $3.12 per unit.
|
(3)
|
For phantom units that became vested during fiscal year 2015, the amount reflected includes a per unit value equal to (i) the average closing price of CVR Refining's common units in accordance with the agreement, plus (ii) accrued distributions of $6.05 per unit.
|
(4)
|
For phantom units that became vested during fiscal year 2015, the amount reflected includes a per unit value equal to (i) the average closing price of CVR Refining's common units in accordance with the agreement, plus (ii) accrued distributions of $3.12 per unit.
|
|
Cash Severance ($)
|
|
Benefit Continuation ($)(3)
|
||||||||||||||||||||||||||
|
Death
|
|
Disability
|
|
Retirement
|
|
Termination without
Cause or
with Good Reason
|
|
Death
|
|
Disability
|
|
Retirement
|
|
Termination without
Cause or
with Good Reason
|
||||||||||||||
|
|
|
|
|
|
|
(1)
|
|
(2)
|
|
|
|
|
|
|
|
(1)
|
|
(2)
|
||||||||||
John J. Lipinski
|
3,500,000
|
|
|
3,500,000
|
|
|
2,500,000
|
|
|
3,500,000
|
|
|
6,000,000
|
|
|
—
|
|
|
—
|
|
|
16,760
|
|
|
16,760
|
|
|
16,760
|
|
Susan M. Ball
|
—
|
|
|
—
|
|
|
456,500
|
|
|
456,500
|
|
|
456,500
|
|
|
—
|
|
|
—
|
|
|
6,098
|
|
|
—
|
|
|
—
|
|
Robert W. Haugen
|
—
|
|
|
—
|
|
|
420,000
|
|
|
770,000
|
|
|
1,190,000
|
|
|
—
|
|
|
—
|
|
|
14,846
|
|
|
7,423
|
|
|
7,423
|
|
Martin J. Power
|
—
|
|
|
—
|
|
|
—
|
|
|
513,500
|
|
|
513,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Severance payments and benefits in the event of termination without cause or resignation for good reason not in connection with a change in control.
|
(2)
|
Severance payments and benefits in the event of termination without cause or resignation for good reason in connection with a change in control.
|
(3)
|
Beginning in 2014, CVR Energy switched to a self-insured medical plan, and premiums for the named executive officers are paid by the employee only.
|
|
Death ($)
|
|
Disability ($)
|
|
Retirement ($)
|
|
Termination without
Cause or
with Good Reason ($)
|
|||||||
|
|
|
|
|
|
|
(1)
|
|
(2)
|
|||||
Susan M. Ball
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,041,861
|
|
Robert W. Haugen
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,351,367
|
|
(1)
|
Termination without cause or resignation for good reason not in connection with a change in control.
|
(2)
|
Termination without cause or resignation for good reason in connection with a change in control.
|
|
Death ($)
|
|
Disability ($)
|
|
Retirement ($)
|
|
Termination without
Cause or
with Good Reason ($)
|
|||||||
|
|
|
|
|
|
|
(1)
|
|
(2)
|
|||||
Martin J. Power
|
60,907
|
|
|
60,907
|
|
|
—
|
|
|
60,907
|
|
|
168,666
|
|
(1)
|
Termination without cause or resignation for good reason not in connection with a change in control.
|
(2)
|
Termination without cause or resignation for good reason in connection with a change in control.
|
Name
|
|
Fees Earned or Paid in
Cash / Total Compensation (1)($)
|
Glenn R. Zander
|
|
90,000
|
Kenneth Shea
|
|
82,000
|
Jon R. Whitney
|
|
87,000
|
(1)
|
Amounts reflected in this column include annual retainer fees and additional fees for service as committee members, including the chair positions during
2015
.
|
•
|
our general partner;
|
•
|
each of our general partner's directors;
|
•
|
each of our named executive officers;
|
•
|
each unitholder known by us to beneficially hold five percent or more of our outstanding units; and
|
•
|
all of our general partner's executive officers and directors as a group.
|
|
Common Units
Beneficially Owned
|
||||
Name of Beneficial Owner
|
Number
|
|
Percent(1)
|
||
CVR Refining GP, LLC(2)
|
—
|
|
|
—
|
|
CVR Energy, Inc.(3)
|
97,315,764
|
|
|
65.9
|
%
|
John J. Lipinski(4)
|
200,000
|
|
|
*
|
|
Susan M. Ball
|
8,000
|
|
|
*
|
|
Robert W. Haugen
|
—
|
|
|
—
|
|
David L. Landreth
|
11,000
|
|
|
*
|
|
Martin J. Power
|
—
|
|
|
—
|
|
Carl C. Icahn(5)
|
103,315,764
|
|
|
70.0
|
%
|
SungHwan Cho
|
—
|
|
|
—
|
|
Glenn R. Zander
|
5,000
|
|
|
*
|
|
Jon R. Whitney
|
6,000
|
|
|
*
|
|
Kenneth Shea
|
—
|
|
|
—
|
|
Courtney Mather
|
—
|
|
|
—
|
|
Andrew Langham
|
2,000
|
|
|
*
|
|
Louis J. Pastor
|
—
|
|
|
—
|
|
|
|
|
|
||
All directors and executive officers of our general partner as a group (15 persons)(6)
|
103,548,764
|
|
|
70.2
|
%
|
*
|
Less than 1%
|
(1)
|
Based on 147,600,000 common units outstanding as of
February 16, 2016
.
|
(2)
|
CVR Refining GP, LLC, a wholly owned subsidiary of CVR Refining Holdings, is our general partner and manages and operates our business and has a non-economic general partner interest.
|
(3)
|
97,303,764 of these common units are owned of record by CVR Refining Holdings, LLC and 12,000 of these common units are owned of record by CVR Refining Holdings Sub, LLC, each of which is an indirect wholly-owned subsidiary of CVR Energy. CVR Energy, Inc. is a publicly traded company. The directors of CVR Energy are Carl C. Icahn, Bob G. Alexander, SungHwan Cho, Andrew Langham, John J. Lipinski, Courtney Mather, Stephen Mongillo and James M. Strock.
|
(4)
|
Mr. Lipinski owns 80,000 common units directly. In addition, Mr. Lipinski may be deemed to be the beneficial owner of an additional 120,000 common units, which are owned by the 2011 Lipinski Exempt Family Trust, which are held in trust for the benefit of Mr. Lipinski's family. Mr. Lipinski's spouse is the trustee of the trust.
|
(5)
|
The following disclosures are based on a Schedule 13D/A filed with the Commission on July 24, 2014 by CVR Refining Holdings, CRLLC, CRRM, Coffeyville Refining & Marketing Holdings, Inc. ("CRRM Holdings"), CVR Energy, IEP Energy LLC ("IEP Energy"), IEP Energy Holding LLC ("Energy Holding"), American Entertainment Properties Corp. ("AEP"), Icahn Building LLC ("Building"), Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"), Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), Beckton Corp. ("Beckton"), and Carl C. Icahn (collectively, the "Icahn Reporting Persons").
|
(6)
|
The number of common units owned by all of the directors and executive officers of our general partner, as a group, reflects the sum of (i) the 200,000 common units owned directly or indirectly by Mr. Lipinski, the 8,000 common units owned by Ms. Ball, the 1,000 common units owned by Mr. Walter and the 11,000 common units owned by Mr. Landreth, (ii) the 103,315,764 common units owned directly or indirectly by Mr. Icahn, (iii) the 5,000 common units owned by Mr. Zander, (iv) the 6,000 common units owned by Mr. Whitney and (v) the 2,000 common units owned by Mr. Langham.
|
|
|
Shares
Beneficially Owned
|
||||
Name of Beneficial Owner
|
|
Number
|
|
Percent(1)
|
||
John J. Lipinski
|
|
—
|
|
|
—
|
|
Susan M. Ball
|
|
—
|
|
|
—
|
|
Robert W. Haugen
|
|
1
|
|
|
*
|
|
David L. Landreth
|
|
—
|
|
|
—
|
|
Martin J. Power
|
|
—
|
|
|
—
|
|
Carl C. Icahn(2)
|
|
71,198,718
|
|
|
82
|
%
|
SungHwan Cho
|
|
—
|
|
|
—
|
|
Glenn R. Zander
|
|
—
|
|
|
—
|
|
Jon R. Whitney
|
|
—
|
|
|
—
|
|
Kenneth Shea
|
|
—
|
|
|
—
|
|
Courtney Mather
|
|
—
|
|
|
—
|
|
Andrew Langham
|
|
—
|
|
|
—
|
|
Louis J. Pastor
|
|
—
|
|
|
—
|
|
All directors and executive officers of our general partner as a group (15 persons)
|
|
71,198,719
|
|
|
82
|
%
|
*
|
Less than 1%
|
(1)
|
Percentage calculated based upon 86,831,050 shares of common stock outstanding as of
February 16, 2016
.
|
(2)
|
Shares of common stock reflected as beneficially owned by Mr. Icahn are owned of record by IEP Energy LLC, a subsidiary of Icahn Enterprises L.P. Mr. Icahn may be deemed to indirectly beneficially own such shares for purposes of Section 13(d) of the Exchange Act. Mr. Icahn disclaims beneficial ownership of such shares for all other purposes.
|
Plan Category
|
|
Number of
Securities to be
Issued Upon
Exercise of
Outstanding Options
Warrants and Rights(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 (a)) (c)
|
|
|||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
|
|||
CVR Refining, LP Long-Term Incentive Plan
|
|
—
|
|
|
—
|
|
|
11,070,000
|
|
(1)
|
Equity compensation plans not approved by security holders:
|
|
|
|
|
|
|
|
|||
None
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
—
|
|
|
—
|
|
|
11,070,000
|
|
|
(1)
|
Represents units that remain available for future issuance pursuant to the CVR Refining LTIP in connection with awards of options, unit appreciation rights, restricted units, phantom units, unit awards, substitute awards, other-unit based awards, cash awards, performance awards, and distribution equivalent rights. As of
December 31, 2015
, no awards had been granted under the CVR Refining LTIP to any of our named executive officers that would reduce the units available for issuance.
|
•
|
any fertilizer restricted business acquired as part of a business or package of assets if a majority of the value of the total assets or business acquired is not attributable to a fertilizer restricted business, as determined in good faith by CVR Energy's board of directors, as applicable; however, if at any time we complete such an acquisition, we must, within 365 days of the closing of the transaction, offer to sell the fertilizer-related assets to CVR Partners for their fair market value plus any additional tax or other similar costs that would be required to transfer the fertilizer-related assets to CVR Partners separately from the acquired business or package of assets;
|
•
|
engaging in any fertilizer restricted business subject to the offer to CVR Partners described in the immediately preceding bullet point pending CVR Partners' determination whether to accept such offer and pending the closing of any offers the we accept;
|
•
|
engaging in any fertilizer restricted business if CVR Partners has previously advised CVR Energy that CVR Partners has elected not to acquire such business;
|
•
|
or acquiring up to 9.9% of any class of securities of any publicly traded company that engages in any fertilizer restricted business.
|
•
|
services from CVR Energy's employees in capacities equivalent to the capacities of corporate executive officers, except that those who serve in such capacities under the agreement shall serve us on a shared, part-time basis only, unless we and CVR Energy agree otherwise;
|
•
|
administrative and professional services, including legal, accounting services, human resources, insurance, tax, credit, finance, government affairs and regulatory affairs;
|
•
|
management of our property and the property of our subsidiaries in the ordinary course of business;
|
•
|
recommendations on capital raising activities to the board of directors of our general partner, including the issuance of debt or equity interests, the entry into credit facilities and other capital market transactions;
|
•
|
managing or overseeing litigation and administrative or regulatory proceedings, establishing appropriate insurance policies for us and providing us with safety and environmental advice;
|
•
|
recommending the payment of distributions; and
|
•
|
managing or providing advice for other projects, including acquisitions, as may be agreed by CVR Energy and our general partner from time to time.
|
|
Fiscal
|
|
Fiscal
|
||||
|
Year 2015
|
|
Year 2014
|
||||
Audit fees(1)
|
$
|
1,169,200
|
|
|
$
|
1,311,600
|
|
Audit-related fees(2)
|
15,000
|
|
|
15,000
|
|
||
Tax fees
|
—
|
|
|
—
|
|
||
All other fees
|
—
|
|
|
—
|
|
||
Total
|
$
|
1,184,200
|
|
|
$
|
1,326,600
|
|
(1)
|
Represents the aggregate fees for professional services rendered for the audit of the Partnership's financial statements for fiscal years ended
December 31, 2015
and
2014
, the audit of the effectiveness of the Partnership's internal control over financial reporting as of
December 31, 2015
and
2014
and consultations on financial accounting and reporting matters arising during the course of the audit for fiscal years
2015
and
2014
. Also includes the review of the consolidated financial statements included in the Partnership's quarterly reports on Form 10-Q. Fees for 2014 also include audit services related to the Second Underwritten Offering.
|
(2)
|
Represents fees for agreed-upon procedures performed for statutory reporting.
|
Exhibit Number
|
Exhibit Title
|
10.6**
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.5 to the Partnership's Form S-1/A filed on November 27, 2012).
|
|
|
10.7**
|
Amended and Restated Omnibus Agreement, dated as of April 13, 2011, among CVR Energy, Inc., CVR GP, LLC and CVR Partners, LP (incorporated by reference to Exhibit 10.2 to CVR Energy, Inc.'s Form 8-K/A filed on May 23, 2011 (Commission File No. 001-33492)).
|
|
|
10.8**
|
Amended and Restated ABL Credit Agreement, dated as of December 20, 2012, among Coffeyville Resources, LLC, CVR Refining, LP, CVR Refining, LLC, Coffeyville Resources Refining & Marketing, LLC, Coffeyville Resources Pipeline, LLC, Coffeyville Resources Crude Transportation, LLC, Coffeyville Resources Terminal, LLC, Wynnewood Energy Company, LLC, Wynnewood Refining Company, LLC and certain of their affiliates, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as collateral agent and administrative agent (incorporated by reference to Exhibit 1.1 to CVR Energy, Inc.'s Form 8-K filed on December 27, 2012 (Commission File No. 001-33492)).
|
|
|
10.9**
|
Amended and Restated ABL Pledge and Security Agreement, dated as of December 20, 2012, among CVR Refining, LP, CVR Refining, LLC, Coffeyville Resources Refining & Marketing, LLC, Coffeyville Resources Pipeline, LLC, Coffeyville Resources Crude Transportation, LLC, Coffeyville Resources Terminal, LLC, Wynnewood Energy Company, LLC, Wynnewood Refining Company, LLC and certain of their affiliates, and Wells Fargo Bank, National Association, as collateral agent (incorporated by reference to Exhibit 1.2 to CVR Energy, Inc.'s Form 8-K filed on December 27, 2012 (Commission File No. 001-33492)).
|
|
|
10.10**
|
Amended and Restated First Lien Pledge and Security Agreement, dated as of December 28, 2006, among Coffeyville Resources, LLC, CL JV Holdings, LLC, Coffeyville Pipeline, Inc., Coffeyville Refining and Marketing, Inc., Coffeyville Nitrogen Fertilizers, Inc., Coffeyville Crude Transportation, Inc., Coffeyville Terminal, Inc., Coffeyville Resources Pipeline, LLC, Coffeyville Resources Refining & Marketing, LLC, Coffeyville Resources Crude Transportation, LLC and Coffeyville Resources Terminal, LLC, as grantors, and Credit Suisse, as collateral agent (incorporated by reference to Exhibit 10.2 to CVR Energy Inc.'s Registration Statement on Form S-1/A, File No. 333-137588, filed on February 12, 2007 (Commission File No. 001-33492)).
|
|
|
10.11**
|
ABL Intercreditor Agreement, dated as of February 22, 2011, among Coffeyville Resources, LLC, Coffeyville Finance Inc., Deutsche Bank Trust Company Americas, as collateral agent for the ABL secured parties, Wells Fargo Bank, National Association, as collateral trustee for the secured parties in respect of the outstanding first lien obligations, and the outstanding second lien notes and certain subordinated liens, respectively, and the Guarantors (as defined therein) (incorporated by reference to Exhibit 1.3 to CVR Energy, Inc.'s Form 8-K filed on February 28, 2011 (Commission File No. 001-33492)).
|
|
|
10.12**
|
First Amended and Restated Collateral Trust and Intercreditor Agreement, dated as of April 6, 2010, among Coffeyville Resources, LLC, Coffeyville Finance Inc., the other grantors from time to time party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent, Wells Fargo Bank, National Association, as indenture agent, J. Aron & Company, as hedging counterparty, each additional first lien representative and Wells Fargo Bank, National Association, as collateral trustee (incorporated by reference to Exhibit 10.33 to CVR Energy Inc.'s Form 10-K for the year ended December 31, 2011, filed on February 29, 2012 (Commission File No. 001-33492)).
|
|
|
10.13**
|
Omnibus Amendment Agreement and Consent under the Intercreditor Agreement, dated as of April 6, 2010, by and among Coffeyville Resources, LLC, Coffeyville Finance Inc., Coffeyville Pipeline, Inc., Coffeyville Refining & Marketing, Inc., Coffeyville Nitrogen Fertilizers, Inc., Coffeyville Crude Transportation, Inc., Coffeyville Terminal, Inc., CL JV Holdings, LLC, and certain subsidiaries of the foregoing as Guarantors, the Requisite Lenders, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, Collateral Agent and Revolving Issuing Bank, J. Aron & Company, as a hedge counterparty and Wells Fargo Bank, National Association, as Collateral Trustee (incorporated by reference to Exhibit 1.4 to CVR Energy Inc.'s Form 8-K filed on April 12, 2010 (Commission File No. 001-33492)).
|
|
|
10.14**
|
Senior Unsecured Revolving Credit Agreement, dated as of January 23, 2013, by and between CVR Refining, LLC and Coffeyville Resources, LLC (incorporated by reference to Exhibit 10.4 to the Partnership's Form 8-K filed on January 29, 2013).
|
|
|
10.14.1**
|
First Amendment to Credit Agreement, dated as of October 29, 2014, by and between CVR Refining, LLC and Coffeyville Resources, LLC (incorporated by reference to Exhibit 10.1 to the Partnership's Form 8-K filed on October 30, 2014).
|
|
|
10.15**
|
Coke Supply Agreement, dated as of October 25, 2007, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.5 of the Form 10-Q filed by CVR Energy, Inc. on December 6, 2007 (Commission File No. 001-33492)).
|
|
|
Exhibit Number
|
Exhibit Title
|
10.16**
|
Amended and Restated Cross-Easement Agreement, dated as of April 13, 2011, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.5 to the Form 8-K/A filed by CVR Energy, Inc. on May 23, 2011 (Commission File No. 001-33492)).
|
|
|
10.17**
|
Environmental Agreement, dated as of October 25, 2007, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.7 of the Form 10-Q filed by CVR Energy, Inc. on December 6, 2007).
|
|
|
10.17.1**
|
Supplement to Environmental Agreement, dated as of February 15, 2008, by and between Coffeyville Resources Refining and Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.17.1 of the Form 10-K filed by CVR Energy, Inc. on March 28, 2008 (Commission File No. 001-33492)).
|
|
|
10.17.2**
|
Second Supplement to Environmental Agreement, dated as of July 23, 2008, by and between Coffeyville Resources Refining and Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.1 of the Form 10-Q filed by CVR Energy, Inc. on August 14, 2008 (Commission File No. 001-33492)).
|
|
|
10.18**
|
Amended and Restated Feedstock and Shared Services Agreement, dated as of April 13, 2011, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.4 to the Form 8-K/A filed by CVR Energy, Inc. on May 23, 2011 (Commission File No. 001-33492)).
|
|
|
10.18.1**
|
Amendment to Amended and Restated Feedstock and Shared Services Agreement, dated as of December 30, 2013, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.17.1 to the Partnership's Form 10-K filed on February 26, 2014).
|
|
|
10.19**
|
Raw Water and Facilities Sharing Agreement, dated as of October 25, 2007, by and between Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC (incorporated by reference to Exhibit 10.9 of the Form 10-Q filed by CVR Energy, Inc. on December 6, 2007 (Commission File No. 001-33492)).
|
|
|
10.20**†
|
Amended and Restated Crude Oil Supply Agreement, dated August 31, 2012, by and between Vitol Inc. and Coffeyville Resources Refining & Marketing, LLC (incorporated by reference to Exhibit 10.16 to the Partnership's Form S-1 filed on October 1, 2012).
|
|
|
10.20.1**
|
First Amendment to Amended and Restated Crude Oil Supply Agreement, dated June 8, 2015, by and between Vitol Inc. and Coffeyville Resources Refining & Marketing, LLC (incorporated by reference to Exhibit 10.1 to the Partnership's Form 10-Q filed on July 30, 2015).
|
|
|
10.21**†
|
Pipeline Construction, Operation and Transportation Commitment Agreement, dated February 11, 2004, as amended, by and between Plains Pipeline, L.P. and Coffeyville Resources Refining & Marketing, LLC (incorporated by reference to Exhibit 10.17 to the Partnership's Form S-1/A filed on November 27, 2012).
|
|
|
10.22**++
|
Fifth Amended and Restated Employment Agreement, dated as of December 31, 2015, by and between CVR Energy, Inc. and John J. Lipinski (incorporated by reference to Exhibit 10.18 to CVR Partners, LP's Form 10-K filed on February 18, 2016 (Commission File No. 001-35120)).
|
|
|
10.23**++
|
Performance Unit Agreement, dated as of December 31, 2015, by and between CVR Energy, Inc. and John J. Lipinski (incorporated by reference to Exhibit 10.20 to CVR Partners, LP's Form 10-K filed on February 18, 2016 (Commission File No. 001-35120)).
|
|
|
10.24**++
|
Third Amended and Restated Employment Agreement, dated as of January 1, 2011, by and between CVR Energy, Inc. and Robert W. Haugen (incorporated by reference to Exhibit 10.5 to the CVR Energy, Inc.'s Form 10-Q for the quarter ended March 31, 2011, filed on May 10, 2011 (Commission File No. 001-33492)).
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10.24.1**++
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Amendment Number 1 to the Third Amended and Restated Employment Agreement, dated as of December 31, 2013, by and between CVR Energy, Inc. and Robert W. Haugen (incorporated by reference to Exhibit 10.23.1 to the Partnership's Form 10-K filed on February 26, 2014).
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10.24.2**++
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Amendment Number 2 to the Third Amended and Restated Employment Agreement, dated as of December 18, 2014, by and between CVR Energy, Inc. and Robert W. Haugen (incorporated by reference to Exhibit 10.24.2 to the Partnership's Form 10-K filed on February 20, 2015).
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10.25**++
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Employment Agreement, dated as of December 1, 2014, by and between CVR Energy, Inc. and Martin J. Power (incorporated by reference to Exhibit 10.25 to the Partnership's Form 10-K filed on February 20, 2015).
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Exhibit Number
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Exhibit Title
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10.26**
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Reorganization Agreement, dated as of January 16, 2013, by and among CVR Refining, LP, CVR Refining GP, LLC, CVR Refining Holdings, LLC and CVR Refining Holdings Sub, LLC (incorporated by reference to Exhibit 10.1 to the Partnership's Form 8-K filed on January 23, 2013).
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21.1**
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List of Subsidiaries of CVR Refining, LP (incorporated by reference to Exhibit 21.1 to the Partnership's Form S-1 filed on October 1, 2012).
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23.1*
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Consent of Grant Thornton LLP.
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31.1*
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Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and President.
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31.2*
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Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer and Treasurer.
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32.1*
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Section 1350 Certification of Chief Executive Officer and President and Chief Financial Officer and Treasurer.
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101*
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The following financial information for CVR Refining LP's Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL ("Extensible Business Reporting Language") includes: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Changes in Partners' Capital, (iv) Consolidated Statements of Cash Flows, (v) the Notes to Consolidated Financial Statements, tagged in detail.
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*
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Filed herewith.
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**
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Previously filed.
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†
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Certain portions of this exhibit have been omitted and separately filed with the SEC pursuant to a request for confidential treatment which has been granted by the SEC.
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++
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Denotes management contract or compensatory plan or arrangement.
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CVR Refining, LP
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By:
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CVR Refining GP, LLC, its general partner
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By:
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/s/ JOHN J. LIPINSKI
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|
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Name: John J. Lipinski
Title: Chief Executive Officer and President
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Signature
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Title
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Date
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|
|
|
/s/ JOHN J. LIPINSKI
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Chief Executive Officer, President and Director (Principal Executive Officer)
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February 19, 2016
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John J. Lipinski
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/s/ SUSAN M. BALL
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Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
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February 19, 2016
|
Susan M. Ball
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Director
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February 19, 2016
|
Carl C. Icahn
|
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/s/ SUNGHWAN CHO
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Director
|
February 19, 2016
|
SungHwan Cho
|
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/s/ ANDREW LANGHAM
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Director
|
February 19, 2016
|
Andrew Langham
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/s/ COURTNEY MATHER
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Director
|
February 19, 2016
|
Courtney Mather
|
|
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/s/ LOUIS J. PASTOR
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Director
|
February 19, 2016
|
Louis J. Pastor
|
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|
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/s/ KENNETH SHEA
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Director
|
February 19, 2016
|
Kenneth Shea
|
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|
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/s/ JON R. WHITNEY
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Director
|
February 19, 2016
|
Jon R. Whitney
|
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|
|
|
/s/ GLENN R. ZANDER
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Director
|
February 19, 2016
|
Glenn R. Zander
|
|
|
CVR REFINING, LP
By: CVR REFINING GP, LLC, its general partner
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GRANTEE
|
/s/ John J. Lipinski
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/s/ Martin J. Power
|
By: John J. Lipinski
|
Martin J. Power
|
Title: Chief Executive Officer and President
|
|
Date: February 19, 2016
|
By:
|
/s/ JOHN J. LIPINSKI
|
|
|
John J. Lipinski
Chief Executive Officer and President
of CVR Refining GP, LLC,
the general partner of CVR Refining, LP
|
Date: February 19, 2016
|
By:
|
/s/ SUSAN M. BALL
|
|
|
Susan M. Ball
Chief Financial Officer and Treasurer
of CVR Refining GP, LLC,
the general partner of CVR Refining, LP
|
Date: February 19, 2016
|
By:
|
/s/ JOHN J. LIPINSKI
|
|
|
John J. Lipinski
Chief Executive Officer and President
of CVR Refining GP, LLC,
the general partner of CVR Refining, LP
|
|
By:
|
/s/ SUSAN M. BALL
|
|
|
Susan M. Ball
Chief Financial Officer and Treasurer
of CVR Refining GP, LLC,
the general partner of CVR Refining, LP
|