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Delaware
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37-1702463
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2277 Plaza Drive, Suite 500
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Sugar Land, Texas
(Address of principal executive offices)
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77479
(Zip Code)
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
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(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Page No.
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March 31, 2017
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December 31, 2016
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||||
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(unaudited)
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||||
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(in millions, except unit data)
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||||||
ASSETS
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||||||
Current assets:
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||||
Cash and cash equivalents
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$
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408.8
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$
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314.1
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Accounts receivable, net of allowance for doubtful accounts of $1.2 and $0.5, including $0.0 and $0.1 due from affiliates at March 31, 2017 and December 31, 2016, respectively
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128.1
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138.1
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Inventories
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289.7
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291.1
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Prepaid expenses and other current assets, including $1.3 and $1.2 due from affiliates at March 31, 2017 and December 31, 2016, respectively
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30.8
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60.3
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Total current assets
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857.4
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803.6
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Property, plant, and equipment, net of accumulated depreciation
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1,500.5
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1,515.0
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Other long-term assets
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13.9
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13.3
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Total assets
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$
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2,371.8
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$
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2,331.9
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LIABILITIES AND PARTNERS' CAPITAL
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Current liabilities:
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Note payable and capital lease obligations
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$
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1.9
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$
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1.8
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Accounts payable, including $7.3 and $4.6 due to affiliates at March 31, 2017 and December 31, 2016, respectively
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220.0
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225.9
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Personnel accruals, including $1.9 and $3.0 due to affiliates at March 31, 2017 and December 31, 2016, respectively
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12.7
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19.3
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Accrued taxes other than income taxes
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25.3
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25.2
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Accrued expenses and other current liabilities, including $4.6 and $8.9 due to affiliates at March 31, 2017 and December 31, 2016, respectively
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203.5
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217.7
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Total current liabilities
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463.4
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489.9
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Long-term liabilities:
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Long-term debt and capital lease obligations, net of current portion
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539.5
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539.7
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Other long-term liabilities, including $0.6 and $0.6 due to affiliates at March 31, 2017 and December 31, 2016, respectively
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5.2
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5.6
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Total long-term liabilities
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544.7
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545.3
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Commitments and contingencies
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Partners’ capital:
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Common unitholders, 147,600,000 units issued and outstanding at March 31, 2017 and December 31, 2016
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1,363.7
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1,296.7
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General partner interest
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—
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—
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Total partners’ capital
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1,363.7
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1,296.7
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Total liabilities and partners’ capital
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$
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2,371.8
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$
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2,331.9
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Three Months Ended
March 31, |
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2017
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2016
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||||
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(unaudited)
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||||||
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(in millions, except per unit data)
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||||||
Net sales
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$
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1,423.5
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$
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834.0
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Operating costs and expenses:
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Cost of materials and other
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1,201.3
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722.3
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Direct operating expenses (exclusive of depreciation and amortization as reflected below)
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102.1
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117.7
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Depreciation and amortization
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33.3
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30.9
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Cost of sales
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1,336.7
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870.9
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Selling, general and administrative expenses (exclusive of depreciation and amortization as reflected below)
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20.0
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18.5
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Depreciation and amortization
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0.8
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0.6
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Total operating costs and expenses
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1,357.5
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890.0
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Operating income (loss)
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66.0
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(56.0
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)
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Other income (expense):
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Interest expense and other financing costs
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(11.2
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)
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(10.8
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)
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Interest income
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—
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—
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Gain (loss) on derivatives, net
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12.2
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(1.2
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)
|
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Other income (expense), net
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—
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—
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Total other income (expense)
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1.0
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(12.0
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)
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Income (loss) before income tax expense
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67.0
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(68.0
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)
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Income tax expense (benefit)
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—
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—
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Net income (loss)
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$
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67.0
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$
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(68.0
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)
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Net income (loss) per common unit - basic and diluted
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$
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0.45
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$
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(0.46
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)
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Weighted-average common units outstanding:
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Basic and diluted
|
147.6
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147.6
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Common
Units Issued
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Common
Unitholders
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General
Partner Interest
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Total
Partners' Capital
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|||||||
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(unaudited)
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|||||||||||||
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(in millions, except unit data)
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Balance at December 31, 2016
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147,600,000
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$
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1,296.7
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$
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—
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$
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1,296.7
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Net income
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—
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67.0
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—
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67.0
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Balance at March 31, 2017
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147,600,000
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$
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1,363.7
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$
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—
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$
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1,363.7
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Three Months Ended
March 31, |
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2017
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2016
|
||||
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(unaudited)
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||||||
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(in millions)
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||||||
Cash flows from operating activities:
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|
||||||
Net income (loss)
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$
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67.0
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$
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(68.0
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)
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Adjustments to reconcile net income (loss) to net cash provided by operating activities:
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Depreciation and amortization
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34.1
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31.5
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Allowance for doubtful accounts
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0.7
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—
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|
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Amortization of deferred financing costs
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0.5
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0.5
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Loss on disposition of assets
|
0.5
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|
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—
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|
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Share-based compensation
|
2.1
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|
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0.7
|
|
||
Loss (gain) on derivatives, net
|
(12.2
|
)
|
|
1.2
|
|
||
Current period settlements on derivative contracts
|
1.2
|
|
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21.4
|
|
||
Changes in assets and liabilities:
|
|
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|
||||
Accounts receivable
|
9.3
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(11.8
|
)
|
||
Inventories
|
1.3
|
|
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25.7
|
|
||
Prepaid expenses and other current assets
|
29.3
|
|
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3.6
|
|
||
Accounts payable
|
(5.6
|
)
|
|
(10.4
|
)
|
||
Accrued expenses and other current liabilities
|
(11.7
|
)
|
|
8.7
|
|
||
Other long-term liabilities
|
(0.4
|
)
|
|
(0.1
|
)
|
||
Net cash provided by operating activities
|
116.1
|
|
|
3.0
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(19.6
|
)
|
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(44.0
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)
|
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Investment in affiliate
|
(1.4
|
)
|
|
—
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|
||
Net cash used in investing activities
|
(21.0
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)
|
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(44.0
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payment of capital lease obligations
|
(0.4
|
)
|
|
(0.4
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)
|
||
Net cash used in financing activities
|
(0.4
|
)
|
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(0.4
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
94.7
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(41.4
|
)
|
||
Cash and cash equivalents, beginning of period
|
314.1
|
|
|
187.3
|
|
||
Cash and cash equivalents, end of period
|
$
|
408.8
|
|
|
$
|
145.9
|
|
|
|
|
|
||||
Supplemental disclosures:
|
|
|
|
||||
Cash paid for interest net of capitalized interest of $0.3 and $1.5 in 2017 and 2016, respectively
|
$
|
2.8
|
|
|
$
|
2.2
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Construction in process additions included in accounts payable
|
$
|
8.9
|
|
|
$
|
17.8
|
|
Change in accounts payable related to construction in process additions
|
$
|
(0.3
|
)
|
|
$
|
(2.8
|
)
|
|
Phantom Units
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|||
|
|
|
|
|||
Non-vested at January 1, 2017
|
904,855
|
|
|
$
|
12.38
|
|
Granted
|
15,728
|
|
|
9.41
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
(40,037
|
)
|
|
17.50
|
|
|
Non-vested at March 31, 2017
|
880,546
|
|
|
$
|
12.09
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
(in millions)
|
||||||
Finished goods
|
$
|
122.9
|
|
|
$
|
135.8
|
|
Raw materials and precious metals
|
86.2
|
|
|
89.7
|
|
||
In-process inventories
|
38.9
|
|
|
23.9
|
|
||
Parts and supplies
|
41.7
|
|
|
41.7
|
|
||
Total Inventories
|
$
|
289.7
|
|
|
$
|
291.1
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
(in millions)
|
||||||
Land and improvements
|
$
|
29.1
|
|
|
$
|
29.1
|
|
Buildings
|
63.3
|
|
|
47.3
|
|
||
Machinery and equipment
|
2,300.2
|
|
|
2,306.0
|
|
||
Automotive equipment
|
24.2
|
|
|
24.2
|
|
||
Furniture and fixtures
|
9.7
|
|
|
9.0
|
|
||
Leasehold improvements
|
0.8
|
|
|
0.8
|
|
||
Construction in progress
|
48.8
|
|
|
41.0
|
|
||
|
2,476.1
|
|
|
2,457.4
|
|
||
Accumulated depreciation
|
975.6
|
|
|
942.4
|
|
||
Total property, plant and equipment, net
|
$
|
1,500.5
|
|
|
$
|
1,515.0
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
(in millions)
|
||||||
6.5% Senior Notes, due 2022
|
$
|
500.0
|
|
|
$
|
500.0
|
|
Capital lease obligations
|
46.4
|
|
|
46.9
|
|
||
Total debt
|
546.4
|
|
|
546.9
|
|
||
Unamortized debt issuance costs
|
(5.0
|
)
|
|
(5.4
|
)
|
||
Current portion of capital lease obligations
|
(1.9
|
)
|
|
(1.8
|
)
|
||
Long-term debt, net of current portion
|
$
|
539.5
|
|
|
$
|
539.7
|
|
•
|
common units; and
|
•
|
a general partner interest, which is not entitled to any distributions, and which is held by the general partner.
|
|
Three Months Ended
March 31, |
|
||||||
|
2017
|
|
2016
|
|
||||
|
(in millions, except per unit data)
|
|||||||
Net income (loss)
|
$
|
67.0
|
|
|
$
|
(68.0
|
)
|
|
Net income (loss) per common unit, basic and diluted
|
$
|
0.45
|
|
|
$
|
(0.46
|
)
|
|
Weighted-average common units outstanding, basic and diluted
|
147.6
|
|
|
147.6
|
|
|
|
Operating
Leases |
|
Unconditional
Purchase Obligations (1) |
||||
|
(in millions)
|
||||||
Nine months ending December 31, 2017
|
$
|
0.4
|
|
|
$
|
98.2
|
|
Year Ending December 31,
|
|
|
|
||||
2018
|
0.4
|
|
|
123.6
|
|
||
2019
|
0.3
|
|
|
121.4
|
|
||
2020
|
0.1
|
|
|
108.9
|
|
||
2021
|
—
|
|
|
99.5
|
|
||
Thereafter
|
0.2
|
|
|
646.8
|
|
||
|
$
|
1.4
|
|
|
$
|
1,198.4
|
|
|
(1)
|
This amount includes approximately
$720.7 million
payable ratably over
14 years
pursuant to petroleum transportation service agreements between Coffeyville Resources Refining & Marketing, LLC ("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
March 31, 2017
, 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
20 years
on TransCanada's Keystone pipeline system.
|
•
|
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, 2016
|
||||||||||||||
Location and Description
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Other current liabilities (derivative agreements)
|
—
|
|
|
(11.1
|
)
|
|
—
|
|
|
(11.1
|
)
|
||||
Other current liabilities (biofuel blending & benzene obligations)
|
—
|
|
|
(187.0
|
)
|
|
—
|
|
|
(187.0
|
)
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
(198.1
|
)
|
|
$
|
—
|
|
|
$
|
(198.1
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Current period settlements on derivative contracts
|
$
|
1.2
|
|
|
$
|
21.4
|
|
Gain (loss) on derivatives, net
|
12.2
|
|
|
(1.2
|
)
|
|
As of March 31, 2017
|
||||||||||||||||||
Description
|
Gross Current Liabilities
|
|
Gross
Amounts
Offset
|
|
Net Current Liabilities
Presented
|
|
Cash
Collateral
Not Offset
|
|
Net
Amount
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Futures Contracts
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Total
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
As of December 31, 2016
|
||||||||||||||||||
Description
|
Gross Current Liabilities
|
|
Gross
Amounts
Offset
|
|
Net Current Liabilities
Presented
|
|
Cash
Collateral
Not Offset
|
|
Net
Amount
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Commodity Swaps
|
$
|
11.1
|
|
|
$
|
—
|
|
|
$
|
11.1
|
|
|
$
|
—
|
|
|
$
|
11.1
|
|
Total
|
$
|
11.1
|
|
|
$
|
—
|
|
|
$
|
11.1
|
|
|
$
|
—
|
|
|
$
|
11.1
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Direct operating expenses (exclusive of depreciation and amortization)
|
$
|
3.0
|
|
|
$
|
3.0
|
|
Selling, general and administrative expenses (exclusive of depreciation and amortization)
|
12.1
|
|
|
12.6
|
|
||
Total
|
$
|
15.1
|
|
|
$
|
15.6
|
|
•
|
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 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.
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Consolidated Statements of Operations Data
|
|
|
|
||||
Net sales
|
$
|
1,423.5
|
|
|
$
|
834.0
|
|
Operating costs and expenses:
|
|
|
|
||||
Cost of materials and other
|
1,201.3
|
|
|
722.3
|
|
||
Direct operating expenses(1)(2)
|
89.2
|
|
|
88.3
|
|
||
Major scheduled turnaround expenses
|
12.9
|
|
|
29.4
|
|
||
Depreciation and amortization
|
33.3
|
|
|
30.9
|
|
||
Cost of sales
|
1,336.7
|
|
|
870.9
|
|
||
Selling, general and administrative expenses(1)
|
20.0
|
|
|
18.5
|
|
||
Depreciation and amortization
|
0.8
|
|
|
0.6
|
|
||
Operating income (loss)
|
66.0
|
|
|
(56.0
|
)
|
||
Interest expense and other financing costs
|
(11.2
|
)
|
|
(10.8
|
)
|
||
Interest income
|
—
|
|
|
—
|
|
||
Gain (loss) on derivatives, net
|
12.2
|
|
|
(1.2
|
)
|
||
Other income (expense), net
|
—
|
|
|
—
|
|
||
Income (loss) before income tax expense
|
67.0
|
|
|
(68.0
|
)
|
||
Income tax expense
|
—
|
|
|
—
|
|
||
Net income (loss)
|
$
|
67.0
|
|
|
$
|
(68.0
|
)
|
Gross profit (loss)(3)
|
$
|
86.8
|
|
|
$
|
(36.9
|
)
|
Refining margin(4)
|
$
|
222.2
|
|
|
$
|
111.7
|
|
Adjusted EBITDA(5)
|
$
|
114.5
|
|
|
$
|
35.1
|
|
Available cash for distribution(6)
|
$
|
—
|
|
|
$
|
—
|
|
|
As of March 31, 2017
|
|
As of December 31, 2016
|
||||
|
|
|
(audited)
|
||||
|
(in millions)
|
||||||
Balance Sheet Data
|
|
|
|
||||
Cash and cash equivalents
|
$
|
408.8
|
|
|
$
|
314.1
|
|
Working capital
|
394.0
|
|
|
313.7
|
|
||
Total assets
|
2,371.8
|
|
|
2,331.9
|
|
||
Total debt, including current portion
|
541.4
|
|
|
541.5
|
|
||
Total partners' capital
|
1,363.7
|
|
|
1,296.7
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Cash Flow Data
|
|
|
|
||||
Net cash flow provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
116.1
|
|
|
$
|
3.0
|
|
Investing activities
|
(21.0
|
)
|
|
(44.0
|
)
|
||
Financing activities
|
(0.4
|
)
|
|
(0.4
|
)
|
||
Net cash flow
|
$
|
94.7
|
|
|
$
|
(41.4
|
)
|
|
|
|
|
||||
Capital expenditures for property, plant and equipment
|
$
|
19.6
|
|
|
$
|
44.0
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(dollars per barrel)
|
||||||
Key Operating Statistics
|
|
|
|
||||
Per crude oil throughput barrel:
|
|
|
|
||||
Gross profit (loss)(3)
|
$
|
4.50
|
|
|
$
|
(2.20
|
)
|
Refining margin(4)
|
$
|
11.52
|
|
|
$
|
6.67
|
|
FIFO impact, unfavorable
|
$
|
0.02
|
|
|
$
|
0.52
|
|
Refining margin adjusted for FIFO impact(4)
|
$
|
11.54
|
|
|
$
|
7.19
|
|
Direct operating expenses and major scheduled turnaround expenses(1)(2)
|
$
|
5.29
|
|
|
$
|
7.02
|
|
Direct operating expenses and major scheduled turnaround expenses per barrel sold(1)(7)
|
$
|
4.97
|
|
|
$
|
6.40
|
|
Barrels sold (barrels per day)(7)
|
228,522
|
|
|
201,970
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
|
|
%
|
|
|
|
%
|
||||
Refining Throughput and Production Data (bpd)
|
|
|
|
|
|
|
|
||||
Throughput:
|
|
|
|
|
|
|
|
||||
Sweet
|
197,853
|
|
|
86.6
|
|
170,728
|
|
|
87.2
|
||
Medium
|
—
|
|
|
—
|
|
1,513
|
|
|
0.8
|
||
Heavy sour
|
16,516
|
|
|
7.2
|
|
11,914
|
|
|
6.0
|
||
Total crude oil throughput
|
214,369
|
|
|
93.8
|
|
184,155
|
|
|
94.0
|
||
All other feedstocks and blendstocks
|
14,243
|
|
|
6.2
|
|
11,704
|
|
|
6.0
|
||
Total throughput
|
228,612
|
|
|
100.0
|
|
195,859
|
|
|
100.0
|
||
Production:
|
|
|
|
|
|
|
|
||||
Gasoline
|
118,955
|
|
|
51.9
|
|
105,878
|
|
|
54.2
|
||
Distillate
|
89,907
|
|
|
39.2
|
|
77,996
|
|
|
39.9
|
||
Other (excluding internally produced fuel)
|
20,298
|
|
|
8.9
|
|
11,519
|
|
|
5.9
|
||
Total refining production (excluding internally produced fuel)
|
229,160
|
|
|
100.0
|
|
195,393
|
|
|
100.0
|
||
Product price (dollars per gallon):
|
|
|
|
|
|
|
|
||||
Gasoline
|
$
|
1.54
|
|
|
|
|
$
|
1.04
|
|
|
|
Distillate
|
1.58
|
|
|
|
|
1.05
|
|
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Market Indicators (dollars per barrel)
|
|
|
|
||||
West Texas Intermediate (WTI) NYMEX
|
$
|
51.78
|
|
|
$
|
33.63
|
|
Crude Oil Differentials:
|
|
|
|
||||
WTI less WTS (light/medium sour)
|
1.42
|
|
|
0.13
|
|
||
WTI less WCS (heavy sour)
|
13.77
|
|
|
13.62
|
|
||
NYMEX Crack Spreads:
|
|
|
|
||||
Gasoline
|
14.68
|
|
|
15.84
|
|
||
Heating Oil
|
15.54
|
|
|
11.91
|
|
||
NYMEX 2-1-1 Crack Spread
|
15.11
|
|
|
13.88
|
|
||
PADD II Group 3 Basis:
|
|
|
|
||||
Gasoline
|
(1.96
|
)
|
|
(5.88
|
)
|
||
Ultra Low Sulfur Diesel
|
(1.58
|
)
|
|
(1.01
|
)
|
||
PADD II Group 3 Product Crack Spread:
|
|
|
|
||||
Gasoline
|
12.71
|
|
|
9.97
|
|
||
Ultra Low Sulfur Diesel
|
13.96
|
|
|
10.90
|
|
||
PADD II Group 3 2-1-1
|
13.34
|
|
|
10.43
|
|
|
(1)
|
Amounts are shown exclusive of depreciation and amortization.
|
(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 (loss)
, a U.S. generally accepted accounting principles ("GAAP") measure, is calculated as the difference between net sales and cost of materials and other, direct operating expenses (exclusive of depreciation and amortization), major scheduled turnaround expenses, and depreciation and amortization. Each of the components used in this calculation are taken directly from our Condensed Consolidated Statements of Operations. In order to derive the
gross profit (loss)
per crude oil throughput barrel, we utilize the total dollar figures for
gross profit (loss)
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 materials and other. 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 materials and other at which we are able to sell refined products. Each of the components used in this calculation (net sales and cost of materials and other) are taken directly from our Condensed 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 crude oil throughput barrel are important to enable investors to better understand and evaluate our ongoing operating results and allow for greater transparency in the review of our overall financial, operational and economic performance.
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Net Sales
|
$
|
1,423.5
|
|
|
$
|
834.0
|
|
Cost of materials and other
|
1,201.3
|
|
|
722.3
|
|
||
Direct operating expenses (exclusive of depreciation and amortization as reflected below)
|
89.2
|
|
|
88.3
|
|
||
Major scheduled turnaround expenses
|
12.9
|
|
|
29.4
|
|
||
Depreciation and amortization
|
33.3
|
|
|
30.9
|
|
||
Gross profit (loss)
|
86.8
|
|
|
(36.9
|
)
|
||
Add:
|
|
|
|
||||
Direct operating expenses (exclusive of depreciation and amortization as reflected below)
|
89.2
|
|
|
88.3
|
|
||
Major scheduled turnaround expenses
|
12.9
|
|
|
29.4
|
|
||
Depreciation and amortization
|
33.3
|
|
|
30.9
|
|
||
Refining margin
|
222.2
|
|
|
111.7
|
|
||
FIFO impact, unfavorable
|
0.3
|
|
|
8.8
|
|
||
Refining Margin adjusted for FIFO impact
|
$
|
222.5
|
|
|
$
|
120.5
|
|
|
Three Months Ended
March 31, |
||||
|
2017
|
|
2016
|
||
Total crude oil throughput barrels per day
|
214,369
|
|
|
184,155
|
|
Days in the period
|
90
|
|
|
91
|
|
Total crude oil throughput barrels
|
19,293,210
|
|
|
16,758,105
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(in millions, except for $ per barrel data)
|
||||||
Refining Margin
|
$
|
222.2
|
|
|
$
|
111.7
|
|
Divided by: crude oil throughput barrels
|
19.3
|
|
|
16.8
|
|
||
Refining Margin per crude oil throughput barrel
|
$
|
11.52
|
|
|
$
|
6.67
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(in millions, except for $ per barrel data)
|
||||||
Refining Margin adjusted for FIFO impact
|
$
|
222.5
|
|
|
$
|
120.5
|
|
Divided by: crude oil throughput barrels
|
19.3
|
|
|
16.8
|
|
||
Refining Margin adjusted for FIFO impact per crude oil throughput barrel
|
$
|
11.54
|
|
|
$
|
7.19
|
|
(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) major scheduled turnaround expenses (that many of our competitors capitalize and thereby exclude from their measures of EBITDA and adjusted EBITDA), (iii) (gain) loss on derivatives, net and (iv) current period settlements on derivative contracts. We present Adjusted EBITDA because it is the starting point for our determination of 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
March 31, 2017
and
2016
:
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Net income (loss)
|
$
|
67.0
|
|
|
$
|
(68.0
|
)
|
Add:
|
|
|
|
||||
Interest expense and other financing costs, net of interest income
|
11.2
|
|
|
10.8
|
|
||
Income tax expense
|
—
|
|
|
—
|
|
||
Depreciation and amortization
|
34.1
|
|
|
31.5
|
|
||
EBITDA
|
112.3
|
|
|
(25.7
|
)
|
||
Add:
|
|
|
|
||||
FIFO impact, unfavorable(a)
|
0.3
|
|
|
8.8
|
|
||
Major scheduled turnaround expenses(b)
|
12.9
|
|
|
29.4
|
|
||
(Gain) loss on derivatives, net
|
(12.2
|
)
|
|
1.2
|
|
||
Current period settlements on derivative contracts(c)
|
1.2
|
|
|
21.4
|
|
||
Adjusted EBITDA
|
$
|
114.5
|
|
|
$
|
35.1
|
|
|
(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. In order to derive the FIFO impact per crude oil throughput barrel, we utilize the total dollar figures for the FIFO impact and divide by the number of crude oil throughput barrels for the period.
|
(b)
|
Represents expense associated with major scheduled turnaround activities at the Wynnewood refinery and the Coffeyville refinery during 2017 and 2016, respectively.
|
(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.
|
(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 distribution may be increased by the release of 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.
|
|
Three Months Ended
March 31, 2017 |
||
|
(in millions, except per unit data)
|
||
Reconciliation of Adjusted EBITDA to Available cash for distribution
|
|
||
Adjusted EBITDA
|
$
|
114.5
|
|
Adjustments:
|
|
||
Less:
|
|
||
Cash needs for debt service
|
(10.0
|
)
|
|
Reserves for environmental and maintenance capital expenditures
|
(35.0
|
)
|
|
Reserves for major scheduled turnaround expenses
|
(15.0
|
)
|
|
Reserves for future operating needs
|
(54.5
|
)
|
|
Available cash for distribution
|
$
|
—
|
|
Available cash for distribution, per unit
|
$
|
—
|
|
Common units outstanding
|
147.6
|
|
(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.
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Coffeyville Refinery Financial Results
|
|
|
|
||||
Net sales
|
$
|
951.3
|
|
|
$
|
528.0
|
|
Cost of materials and other
|
808.4
|
|
|
462.7
|
|
||
Direct operating expenses (exclusive of major scheduled turnaround expenses and depreciation and amortization as reflected below)
|
50.7
|
|
|
47.6
|
|
||
Major scheduled turnaround expenses
|
—
|
|
|
29.4
|
|
||
Depreciation and amortization
|
19.1
|
|
|
16.8
|
|
||
Gross profit (loss)
|
$
|
73.1
|
|
|
$
|
(28.5
|
)
|
Plus:
|
|
|
|
||||
Direct operating expenses and major scheduled turnaround expenses (exclusive of depreciation and amortization as reflected below)
|
50.7
|
|
|
77.0
|
|
||
Depreciation and amortization
|
19.1
|
|
|
16.8
|
|
||
Refining margin
|
142.9
|
|
|
65.3
|
|
||
FIFO impact, unfavorable
|
1.5
|
|
|
3.9
|
|
||
Refining margin adjusted for FIFO impact
|
$
|
144.4
|
|
|
$
|
69.2
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(dollars per barrel)
|
||||||
Coffeyville Refinery Key Operating Statistics
|
|
|
|
||||
Per crude oil throughput barrel:
|
|
|
|
||||
Gross profit (loss)
|
$
|
6.22
|
|
|
$
|
(2.94
|
)
|
Refining margin(1)
|
$
|
12.15
|
|
|
$
|
6.75
|
|
Direct operating expenses and major scheduled turnaround expenses (exclusive of depreciation and amortization)
|
$
|
4.31
|
|
|
$
|
7.96
|
|
Direct operating expenses and major scheduled turnaround expenses (exclusive of depreciation and amortization) per barrel sold
|
$
|
3.87
|
|
|
$
|
6.89
|
|
Barrels sold (barrels per day)
|
145,555
|
|
|
122,838
|
|
|
Three Months Ended March 31,
|
||||||||
|
2017
|
|
2016
|
||||||
|
|
|
%
|
|
|
|
%
|
||
Coffeyville Refinery Throughput and Production Data (bpd)
|
|
|
|
|
|
|
|
||
Throughput:
|
|
|
|
|
|
|
|
||
Sweet
|
114,243
|
|
|
80.6
|
|
92,938
|
|
|
80.3
|
Medium
|
—
|
|
|
—
|
|
1,513
|
|
|
1.3
|
Heavy sour
|
16,516
|
|
|
11.7
|
|
11,914
|
|
|
10.3
|
Total crude oil throughput
|
130,759
|
|
|
92.3
|
|
106,365
|
|
|
91.9
|
All other feedstocks and blendstocks
|
10,915
|
|
|
7.7
|
|
9,344
|
|
|
8.1
|
Total throughput
|
141,674
|
|
|
100.0
|
|
115,709
|
|
|
100.0
|
Production:
|
|
|
|
|
|
|
|
||
Gasoline
|
74,538
|
|
|
51.6
|
|
64,033
|
|
|
54.8
|
Distillate
|
59,444
|
|
|
41.2
|
|
47,147
|
|
|
40.3
|
Other (excluding internally produced fuel)
|
10,335
|
|
|
7.2
|
|
5,768
|
|
|
4.9
|
Total refining production (excluding internally produced fuel)
|
144,317
|
|
|
100.0
|
|
116,948
|
|
|
100.0
|
|
|
Three Months Ended
March 31, |
||||
|
2017
|
|
2016
|
||
Total crude oil throughput barrels per day
|
130,759
|
|
|
106,365
|
|
Days in the period
|
90
|
|
|
91
|
|
Total crude oil throughput barrels
|
11,768,310
|
|
|
9,679,215
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(in millions, except for $ per barrel data)
|
||||||
Refining Margin
|
$
|
142.9
|
|
|
$
|
65.3
|
|
Divided by: crude oil throughput barrels
|
11.8
|
|
|
9.7
|
|
||
Refining Margin per crude oil throughput barrel
|
$
|
12.15
|
|
|
$
|
6.75
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(in millions, except for $ per barrel data)
|
||||||
Refining Margin adjusted for FIFO impact
|
$
|
144.4
|
|
|
$
|
69.2
|
|
Divided by: crude oil throughput barrels
|
11.8
|
|
|
9.7
|
|
||
Refining Margin adjusted for FIFO impact per crude oil throughput barrel
|
$
|
12.28
|
|
|
$
|
7.15
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Wynnewood Refinery Financial Results
|
|
|
|
||||
Net sales
|
$
|
471.1
|
|
|
$
|
304.8
|
|
Cost of materials and other
|
393.1
|
|
|
259.4
|
|
||
Direct operating expenses (exclusive of major scheduled turnaround expenses and depreciation and amortization as reflected below)
|
38.6
|
|
|
40.6
|
|
||
Major scheduled turnaround expenses
|
12.9
|
|
|
—
|
|
||
Depreciation and amortization
|
12.8
|
|
|
12.6
|
|
||
Gross profit (loss)
|
$
|
13.7
|
|
|
$
|
(7.8
|
)
|
Plus:
|
|
|
|
||||
Direct operating expenses and major scheduled turnaround expenses (exclusive of depreciation and amortization as reflected below)
|
51.5
|
|
|
40.6
|
|
||
Depreciation and amortization
|
12.8
|
|
|
12.6
|
|
||
Refining margin
|
78.0
|
|
|
45.4
|
|
||
FIFO impact, (favorable) unfavorable
|
(1.1
|
)
|
|
4.8
|
|
||
Refining margin adjusted for FIFO impact
|
$
|
76.9
|
|
|
$
|
50.2
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(dollars per barrel)
|
||||||
Wynnewood Refinery Key Operating Statistics
|
|
|
|
||||
Per crude oil throughput barrel:
|
|
|
|
||||
Gross profit (loss)
|
$
|
1.83
|
|
|
$
|
(1.10
|
)
|
Refining margin(1)
|
$
|
10.36
|
|
|
$
|
6.41
|
|
Direct operating expenses and major scheduled turnaround expenses (exclusive of depreciation and amortization)
|
$
|
6.83
|
|
|
$
|
5.74
|
|
Direct operating expenses and major scheduled turnaround expenses (exclusive of depreciation and amortization) per barrel sold
|
$
|
6.89
|
|
|
$
|
5.64
|
|
Barrels sold (barrels per day)
|
82,967
|
|
|
79,132
|
|
|
Three Months Ended March 31,
|
||||||||
|
2017
|
|
2016
|
||||||
|
|
|
%
|
|
|
|
%
|
||
Wynnewood Refinery Throughput and Production Data (bpd)
|
|
|
|
|
|
|
|
||
Throughput:
|
|
|
|
|
|
|
|
||
Sweet
|
83,610
|
|
|
96.2
|
|
77,790
|
|
|
97.1
|
Medium
|
—
|
|
|
—
|
|
—
|
|
|
—
|
Heavy sour
|
—
|
|
|
—
|
|
—
|
|
|
—
|
Total crude oil throughput
|
83,610
|
|
|
96.2
|
|
77,790
|
|
|
97.1
|
All other feedstocks and blendstocks
|
3,328
|
|
|
3.8
|
|
2,360
|
|
|
2.9
|
Total throughput
|
86,938
|
|
|
100.0
|
|
80,150
|
|
|
100.0
|
Production:
|
|
|
|
|
|
|
|
||
Gasoline
|
44,417
|
|
|
52.4
|
|
41,845
|
|
|
53.4
|
Distillate
|
30,463
|
|
|
35.9
|
|
30,849
|
|
|
39.3
|
Other (excluding internally produced fuel)
|
9,963
|
|
|
11.7
|
|
5,751
|
|
|
7.3
|
Total refining production (excluding internally produced fuel)
|
84,843
|
|
|
100.0
|
|
78,445
|
|
|
100.0
|
|
|
Three Months Ended
March 31, |
||||
|
2017
|
|
2016
|
||
Total crude oil throughput barrels per day
|
83,610
|
|
|
77,790
|
|
Days in the period
|
90
|
|
|
91
|
|
Total crude oil throughput barrels
|
7,524,900
|
|
|
7,078,890
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(in millions, except for $ per barrel data)
|
||||||
Refining Margin
|
$
|
78.0
|
|
|
$
|
45.4
|
|
Divided by: crude oil throughput barrels
|
7.5
|
|
|
7.1
|
|
||
Refining Margin per crude oil throughput barrel
|
$
|
10.36
|
|
|
$
|
6.41
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(in millions, except for $ per barrel data)
|
||||||
Refining Margin adjusted for FIFO impact
|
$
|
76.9
|
|
|
$
|
50.2
|
|
Divided by: crude oil throughput barrels
|
7.5
|
|
|
7.1
|
|
||
Refining Margin adjusted for FIFO impact per crude oil throughput barrel
|
$
|
10.21
|
|
|
$
|
7.09
|
|
|
Three Months Ended
March 31, 2017 |
|
Three Months Ended
March 31, 2016 |
|
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
|
12.2
|
|
|
$
|
64.60
|
|
|
$
|
791.2
|
|
|
10.8
|
|
|
$
|
43.60
|
|
|
470.1
|
|
|
1.4
|
|
|
$
|
321.1
|
|
|
$
|
257.1
|
|
|
$
|
64.0
|
|
Distillate
|
8.2
|
|
|
$
|
66.31
|
|
|
$
|
544.2
|
|
|
7.4
|
|
|
$
|
44.07
|
|
|
324.2
|
|
|
0.8
|
|
|
$
|
220.0
|
|
|
$
|
182.6
|
|
|
$
|
37.4
|
|
|
|
Three Months Ended
March 31, 2017 |
|
2017 Estimate
|
|||||
|
Actual
|
|
|
|
||||
|
(in millions)
|
|||||||
Coffeyville refinery:
|
|
|
|
|
||||
Maintenance
|
$
|
8.8
|
|
|
$
|
70.0
|
|
|
Growth
|
2.0
|
|
|
15.0
|
|
|
||
Coffeyville refinery total capital spending
|
10.8
|
|
|
85.0
|
|
|
||
Wynnewood refinery:
|
|
|
|
|
||||
Maintenance
|
7.7
|
|
|
65.0
|
|
|
||
Growth
|
0.1
|
|
|
5.0
|
|
|
||
Wynnewood refinery total capital spending
|
7.8
|
|
|
70.0
|
|
|
||
Other
:
|
|
|
|
|
||||
Maintenance
|
1.0
|
|
|
15.0
|
|
|
||
Growth
|
—
|
|
|
—
|
|
|
||
Other total capital spending
|
1.0
|
|
|
15.0
|
|
|
||
Total capital spending
|
$
|
19.6
|
|
|
$
|
170.0
|
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(unaudited)
|
||||||
|
(in millions)
|
||||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
116.1
|
|
|
$
|
3.0
|
|
Investing activities
|
(21.0
|
)
|
|
(44.0
|
)
|
||
Financing activities
|
(0.4
|
)
|
|
(0.4
|
)
|
||
Net increase in cash and cash equivalents
|
$
|
94.7
|
|
|
$
|
(41.4
|
)
|
|
|
CVR Refining, LP
|
|
|
|
|
|
|
|
By:
|
CVR Refining GP, LLC, its general partner
|
|
|
|
|
April 28, 2017
|
|
By:
|
/s/ JOHN J. LIPINSKI
|
|
|
|
Chief Executive Officer and President
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
April 28, 2017
|
|
By:
|
/s/ SUSAN M. BALL
|
|
|
|
Chief Financial Officer and Treasurer
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
*
|
Filed herewith.
|
**
|
Previously filed.
|
†
|
Furnished herewith.
|
CVR Refining, LP
By: CVR Refining GP, LLC, its general partner
|
|
|
|
By:
|
/s/ Susan M. Ball
|
|
Name: Susan M. Ball
|
|
Title: Chief Financial Officer and Treasurer
|
CVR Refining GP, LLC
|
|
|
|
By:
|
/s/ Susan M. Ball
|
|
Name: Susan M. Ball
|
|
Title: Chief Financial Officer and Treasurer
|
CVR Energy, Inc.
|
|
|
|
By:
|
/s/ John J. Lipinski
|
|
Name: John J. Lipinski
|
|
Title: Chief Executive Officer and President
|
•
|
services in capacities equivalent to the capacities of corporate executive officers, except that the persons serving in such capacities will serve in such capacities as Shared Personnel on a shared, part-time basis only, unless and to the extent otherwise agreed by CVR;
|
•
|
safety and environmental advice;
|
•
|
administrative and professional services, including legal, accounting, SEC and securities exchange reporting, human resources, payroll, information technology, communications, insurance, tax, credit, finance, government and regulatory affairs;
|
•
|
managing its liquidity and capital resources and compliance with applicable law;
|
•
|
establishing and maintaining books and records of the Services Recipients in accordance with customary practice and GAAP;
|
•
|
recommend to the Board of Directors of GP (x) capital raising activities, including the issuance of debt or equity securities of the Services Recipients, the entry into credit facilities or other credit arrangements, structured financings or other capital market transactions, (y) changes or other modifications in the capital structure of the Services Recipients, including repurchases;
|
•
|
recommend to the Board of Directors of GP the engagement of or, if approval is not otherwise required hereunder, engage agents, consultants or other third party service providers to the Services Recipients, including accountants, lawyers or experts, in each case, as may be necessary by the Services Recipients from time to time;
|
•
|
management and oversight of litigation, administrative or regulatory proceedings, investigations or any other reviews of the Services Recipients’ business or operations that may arise in the ordinary course of business or otherwise, subject to the approval of the Board of Directors of GP to the extent necessary in connection with the settlement, compromise, consent to the entry of an order or judgment or other agreement resolving any of the foregoing;
|
•
|
establish and maintain appropriate insurance policies with respect to the Services Recipients’ business and operations;
|
•
|
recommend to the Board of Directors of GP the payment of dividends or other distributions on the equity interests of the Services Recipients;
|
•
|
attend to the timely calculation and payment of taxes payable, the filing of all taxes return due, and assistance with tax audits and other tax documentation encountered, by the Services Recipients; and
|
•
|
manage or provide advice or recommendations for other projects of the Services Recipients, as may be agreed to between GP and CVR from time to time.
|
By:
|
/s/ JOHN J. LIPINSKI
|
|
John J. Lipinski
|
|
Chief Executive Officer and President
|
|
CVR Refining GP, LLC
|
|
the general partner of CVR Refining, LP
|
|
(Principal Executive Officer)
|
By:
|
/s/ SUSAN M. BALL
|
|
Susan M. Ball
|
|
Chief Financial Officer and Treasurer
|
|
CVR Refining GP, LLC
|
|
the general partner of CVR Refining, LP
|
|
(Principal Financial and Accounting Officer)
|
By:
|
/s/ JOHN J. LIPINSKI
|
|
John J. Lipinski
|
|
Chief Executive Officer and President
|
|
CVR Refining GP, LLC
|
|
the general partner of CVR Refining, LP
|
|
(Principal Executive Officer)
|
By:
|
/s/ SUSAN M. BALL
|
|
Susan M. Ball
|
|
Chief Financial Officer and Treasurer
|
|
CVR Refining GP, LLC
|
|
the general partner of CVR Refining, LP
|
|
(Principal Financial and Accounting Officer)
|