UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the quarterly period ended June 30, 2016
OR
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from _____ to _____
Commission File Number: 001-36114
WESTERN REFINING LOGISTICS, LP
(Exact name of registrant as specified in its charter)
Delaware
 
46-3205923
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
 
 
123 W. Mills Avenue., Suite 200
 
79901
El Paso, Texas
 
(Zip Code)
(Address of principal executive offices)
 
 
Registrant’s telephone number, including area code: ( 915) 534-1400
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
 
Accelerated filer þ
 
Non-accelerated filer o
 
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of July 29, 2016 , there were 28,805,580 common units and 22,811,000 subordinated units outstanding.
 
 
 
 
 



WESTERN REFINING LOGISTICS, LP

TABLE OF CONTENTS

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 EX-10.1
 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2
 EX-101


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FORWARD-LOOKING STATEMENTS
Certain statements included throughout this Quarterly Report on Form 10-Q and in particular under the section entitled Part I — Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations relating to matters that are not historical fact are forward-looking statements that represent management’s beliefs and assumptions based on currently available information. These forward-looking statements relate to matters such as our industry including the regulation of our industry, the expected outcomes of legal proceedings involving us or Western Refining, Inc. ("Western"), business strategy, future operations, acquisition opportunities, volatility of commodity prices, access to crude oil, demand for refined products, seasonality, gross margins, volumes, taxes, capital expenditures, liquidity and capital resources, sources of financing for acquisitions, maintenance and capital expenditures, distributions and other financial and operating information. Forward-looking statements give our current expectations, contain projections of results of operations or of financial condition or forecasts of future events. We have used the words “anticipate,” “assume,” “believe,” “budget,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “position,” “potential,” “predict,” “project,” “strategy,” “will,” “future” and similar terms and phrases to identify forward-looking statements in this report.
Forward-looking statements reflect our current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Some of these expectations may be based upon assumptions or judgments that prove to be incorrect or that are affected by unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. In addition, our business and operations involve numerous risks and uncertainties, many that are beyond our control that could result in our expectations not being realized or otherwise materially affect our financial condition, results of operations and cash flows.
When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this Quarterly Report on Form 10-Q. Actual events, results and outcomes may differ materially from our expectations due to a variety of factors. Although it is not possible to predict or identify all of these factors, they include, among others, the following:
•
changes in the business strategy or activity levels of Western that may be impacted by a variety of factors, including changes in crack spreads, changes in the spread between West Texas Intermediate ("WTI") crude oil and West Texas Sour ("WTS") crude oil, also known as the sweet/sour spread and changes in the spread between WTI crude oil and Dated Brent crude oil and between WTI Cushing crude oil and WTI Midland crude oil, and Western's post-merger integration with Northern Tier Energy LP;
•
changes in general economic conditions, including the price volatility of crude oil;
•
competitive conditions in our industry;
•
actions taken by third-party operators, processors and transporters;
•
the demand for crude oil, refined and other products and transportation and storage services;
•
the supply of crude oil in the regions in which we and Western operate;
•
interest rates;
•
labor relations;
•
changes in the availability and cost of capital;
•
changes in tax status;
•
operating hazards, natural disasters, weather-related delays, casualty losses and other matters, including those that may result in a force majeure event under our commercial agreements with Western, that may be beyond our control;
•
the effects of existing and future laws and governmental regulations and the manner in which they are interpreted and implemented;
•
changes in insurance markets impacting costs and the level and types of coverage available;
•
disruptions due to equipment interruption or failure at our facilities, Western’s facilities or third-party facilities on which our business is dependent;
•
our ability to successfully implement our business plan;
•
the effects of future litigation; and

i
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•
other factors discussed in more detail herein and under Part I. — Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2015 , that are incorporated herein by this reference.
Any one of these factors or a combination of these factors could materially affect our financial condition, results of operations or cash flows and could influence whether any forward-looking statements ultimately prove to be accurate. You are urged to consider these factors carefully in evaluating our forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements.
Although we believe the forward-looking statements we make in this report related to our plans, intentions and expectations are reasonable, we can provide no assurance that such plans, intentions or expectations will be achieved. These statements are based on assumptions made by us based on our experience and perception of historical trends, current conditions, expected future developments and other factors that we believe are appropriate in the circumstances. Such statements are subject to a number of risks and uncertainties, many that are beyond our control. The forward-looking statements included herein are made only as of the date of this report and we are not required to (and will not) update any information to reflect events or circumstances that may occur after the date of this report, except as required by applicable law.

ii
Table of Contents

Part I. Financial Information

Item 1.
Financial Statements
WESTERN REFINING LOGISTICS, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except unit data)
 
June 30,
2016
 
December 31,
2015
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
17,562

 
$
44,605

Accounts receivable:
 
 
 
Affiliate
47,156

 
44,014

Third-party, net of a reserve for doubtful accounts of $232 and $106, respectively
62,177

 
55,053

Inventories
10,578

 
15,200

Prepaid expenses
4,672

 
4,133

Other current assets
4,487

 
5,562

Assets held for sale
5,616

 
—

Total current assets
152,248

 
168,567

Property, plant and equipment, net
320,493

 
321,251

Intangible assets, net
7,111

 
7,757

Other assets
3,369

 
3,376

Total assets
$
483,221

 
$
500,951

LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable:
 
 
 
Affiliate
$
110,650

 
$
92,031

Third-party
9,310

 
9,489

Accrued liabilities
33,018

 
30,378

Total current liabilities
152,978

 
131,898

Long-term liabilities:
 
 
 
Long-term debt
313,152

 
437,467

Other liabilities
9

 
9

Total long-term liabilities
313,161

 
437,476

Commitments and contingencies


 


Equity (Deficit):
 
 
 
General Partner
(2,767
)
 
(1,085
)
TexNew Mex unitholders (80,000 units issued and outstanding)
(310
)
 
(310
)
Common unitholders - Public (20,225,957 and 15,866,761 units issued and outstanding, respectively)
418,786

 
327,351

Common unitholders - Western (8,579,623 units issued and outstanding)
(106,252
)
 
(105,090
)
Subordinated unitholders - Western (22,811,000 units issued and outstanding)
(292,375
)
 
(289,289
)
Total equity (deficit)
17,082

 
(68,423
)
Total liabilities and equity
$
483,221

 
$
500,951



The accompanying notes are an integral part of these condensed consolidated financial statements
1

Table of Contents

WESTERN REFINING LOGISTICS, LP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per unit data)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Revenues:
 
 
 
 
 
 
 
Fee based:
 
 
 
 
 
 
 
Affiliate
$
53,965

 
$
47,465

 
$
105,893

 
$
92,943

Third-party
677

 
679

 
1,367

 
1,302

Sales based:
 
 
 
 
 
 
 
Affiliate
126,525

 
164,576

 
224,054

 
297,347

Third-party
397,435

 
523,184

 
715,327

 
951,708

Total revenues
578,602

 
735,904

 
1,046,641


1,343,300

Operating costs and expenses:
 
 
 
 
 
 
 
Cost of products sold:
 
 
 
 
 
 
 
Affiliate
123,870

 
162,191

 
219,019

 
292,699

Third-party
380,386

 
501,835

 
680,827

 
913,028

Operating and maintenance expenses
37,574

 
38,058

 
76,475

 
74,429

Selling, general and administrative expenses
5,758

 
6,279

 
10,823

 
12,234

Gain on disposal of assets, net
(802
)
 
(160
)
 
(901
)
 
(244
)
Depreciation and amortization
7,325

 
6,670

 
14,469

 
12,562

Total operating costs and expenses
554,111

 
714,873

 
1,000,712

 
1,304,708

Operating income
24,491

 
21,031

 
45,929

 
38,592

Other income (expense):
 
 
 
 
 
 
 
Interest and debt expense
(6,414
)
 
(6,248
)
 
(13,466
)
 
(10,212
)
Other income (expense), net
14

 
18

 
(104
)
 
35

Net income before income taxes
18,091

 
14,801

 
32,359

 
28,415

Provision for income taxes
(217
)
 
(148
)
 
(478
)
 
(351
)
Net income
17,874

 
14,653

 
31,881

 
28,064

Less net loss attributable to General Partner
—

 
(1,262
)
 
—

 
(3,174
)
Net income attributable to limited partners
$
17,874

 
$
15,915

 
$
31,881

 
$
31,238

 
 
 
 
 
 
 
 
Net income per limited partner unit:
 
 
 
 
 
 
 
Common - basic
$
0.33

 
$
0.34

 
$
0.61

 
$
0.66

Common - diluted
0.33

 
0.34

 
0.61

 
0.66

Subordinated - basic and diluted
0.36

 
0.34

 
0.64

 
0.66

 
 
 
 
 
 
 
 
Weighted-average limited partner units outstanding:
 
 
 
 
 
 
 
Common - basic
26,409

 
24,017

 
25,429

 
24,001

Common - diluted
26,427

 
24,051

 
25,441

 
24,023

Subordinated - basic and diluted
22,811

 
22,811

 
22,811

 
22,811

 
 
 
 
 
 
 
 
Cash distributions declared per common unit
$
0.4025

 
$
0.3475

 
$
0.7950

 
$
0.6800


Prior-period financial information has been retrospectively adjusted for the TexNew Mex Pipeline Acquisition.
The accompanying notes are an integral part of these condensed consolidated financial statements.
2

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WESTERN REFINING LOGISTICS, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 
Six Months Ended
 
June 30,
 
2016
 
2015
Cash flows from operating activities:
 
 
 
Net income
$
31,881

 
$
28,064

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
14,469

 
12,562

Reserve for doubtful accounts
126

 
88

Amortization of loan fees
685

 
579

Unit-based compensation expense
1,312

 
920

Gain on disposal of assets, net
(901
)
 
(244
)
Changes in operating assets and liabilities:
 
 
 
Accounts receivable - Third-party
(7,750
)
 
(15,136
)
Accounts receivable - Affiliate
(3,142
)
 
(7,533
)
Inventories
3,109

 
(1,688
)
Prepaid expenses
(539
)
 
258

Other assets
1,957

 
(866
)
Accounts payable and accrued liabilities
17,792

 
31,128

Net cash provided by operating activities
58,999

 
48,132

Cash flows from investing activities:
 
 
 
Capital expenditures
(14,569
)
 
(41,490
)
Proceeds from sale of assets
977

 
290

Net cash used in investing activities
(13,592
)
 
(41,200
)
Cash flows from financing activities:
 
 
 
Additions to long-term debt
—

 
300,000

Payments on revolving credit facility
(125,000
)
 
(269,000
)
Proceeds from issuance of common units
92,460

 
—

Offering costs for issuance of common units
(330
)
 
—

Deferred financing costs
—

 
(6,820
)
Quarterly distributions to Western
(26,947
)
 
(21,215
)
Quarterly distributions to common unitholders - public
(12,633
)
 
(10,772
)
Contributions from affiliate
—

 
25,127

Net cash provided by (used in) financing activities
(72,450
)

17,320

Net change in cash and cash equivalents
(27,043
)
 
24,252

Cash and cash equivalents at beginning of period
44,605

 
54,298

Cash and cash equivalents at end of period
$
17,562

 
$
78,550

Supplemental disclosure of cash flow information:
 
 
 
Interest paid
$
13,111

 
$
957

Income taxes paid
94

 
581

Supplemental disclosure of non-cash investing activities:
 
 
 
Accrued capital expenditures
$
4,860

 
$
4,998

Transfer of capital spares from other assets to fixed assets
161

 
—


Prior-period financial information has been retrospectively adjusted for the TexNew Mex Pipeline Acquisition.
The accompanying notes are an integral part of these condensed consolidated financial statements.
3

Table of Contents

WESTERN REFINING LOGISTICS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


1. Organization
Western Refining Logistics, LP ("WNRL" or the "Partnership"), "we," "us," "our" and the "Company" refer to Western Refining Logistics, LP, and, unless the context otherwise requires, our subsidiaries. References to “Western” refer to Western Refining, Inc. WNRL is a Delaware limited partnership formed in July 2013 by Western Refining Logistics GP, LLC ("WRGP" or the "General Partner"), our general partner. WRGP is 100% owned by Western and holds all of the non-economic general partner interests in WNRL. As of June 30, 2016 , Western owned 60.8% of the limited partner interest in WNRL and public unitholders held the remaining 39.2% . See Note 11, Equity , for additional information.
WNRL is principally a fee-based growth-oriented partnership that was formed to own, operate, develop and acquire logistics and related assets and businesses including terminals, storage tanks, pipelines and other logistics assets related to the terminalling, transportation, storage and distribution of crude oil and refined products. WNRL's businesses include 685 miles of pipelines, 8.4 million barrels of active storage capacity, distribution of wholesale petroleum products and crude oil trucking.
On May 16, 2016, we entered into an underwriting agreement relating to the issuance and sale by the Partnership of 3,750,000 common units representing limited partner interests in the Partnership. The closing of the offering occurred on May 20, 2016. We also granted the underwriter an option to purchase up to 562,500 additional common units on the same terms, that was exercised and closed on June 1, 2016. See Note 11, Equity , for additional information.
On October 30, 2015, WNRL acquired a segment of the TexNew Mex Pipeline system from Western that currently extends from our crude oil station in Star Lake, New Mexico, in the Four Corners region to our T station in Eddy County, New Mexico (the "TexNew Mex Pipeline System"). We also acquired an 80,000 barrel crude oil storage tank located at our crude oil pumping station in Star Lake, New Mexico and certain other related assets ("TexNew Mex Pipeline Acquisition") from Western. We acquired these assets in exchange for $170 million in cash, 421,031 common units representing limited partner interests in WNRL and 80,000 units of a class of limited partner interests in WNRL referred to as the "TexNew Mex Units." This transaction was between entities under common control and we recorded the purchase of the TexNew Mex Pipeline System assets at Western's historical book value as required by U.S. generally accepted accounting principles ("GAAP"). See Note 3, Acquisitions , for additional information.
Our operations include two reporting segments: the logistics segment and the wholesale segment. See Note 4, Segment Information , for further discussion of our business segments.
The financial statements presented in this Quarterly Report on Form 10-Q have been retrospectively adjusted to include the consolidated financial results of the TexNew Mex Pipeline System assets prior to October 30, 2015. The balance sheets as of June 30, 2016 and December 31, 2015 , present solely the consolidated financial position of WNRL.
2. Basis of Presentation and Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In management's opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 , or for any other period.
The Condensed Consolidated Balance Sheet at December 31, 2015 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. We have not reported comprehensive income due to the absence of items of other comprehensive income or loss during the periods presented. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015 .
Financial Instruments and Fair Value
Financial instruments that potentially subject us to concentrations of credit risk primarily consist of accounts receivable. We believe that our credit risk is minimized as a result of the credit quality of our customer base. The carrying amounts of cash and cash equivalents, which we consider Level 1 assets, approximated their fair values at June 30, 2016 and December 31, 2015 , due to their short-term maturities.

4

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WESTERN REFINING LOGISTICS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements
Effective January 1, 2016, we adopted the accounting and reporting requirements included in the Accounting Standards Codification ("ASC") for consolidation of limited partnerships or similar entities. We have applied the new standards retrospectively. The adoption of these revised standards did not result in any change to our consolidation conclusions or impact our financial position, results of operations or cash flows.
From time to time, new accounting pronouncements are issued by various standard setting bodies that may have an impact on our accounting and reporting. We are currently evaluating the effect that certain of these new accounting requirements may have on our accounting and related reporting and disclosures in our condensed consolidated financial statements.
•
Recognition and reporting of revenues - the requirements were amended to remove inconsistencies in revenue requirements and to provide a more complete framework for addressing revenue issues across a broad range of industries and transaction types. The revised standard’s core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised standard also addresses principal versus agent considerations and indicators related to transfer of control over specified goods. These provisions are effective January 1, 2018, and are to be applied retrospectively, with early adoption permitted for periods beginning after December 15, 2016, and interim periods thereafter.
•
Lease accounting - the requirements were amended with regard to recognizing lease assets and lease liabilities on the balance sheet and disclosing information about leasing arrangements. The core principle is that a lessee should recognize the assets and liabilities that arise from leases. These provisions are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted.
•
Employee share-based payment accounting - the requirements involve several aspects of accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities and classification in the statement of cash flows. These provisions are effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. Early adoption is permitted in any interim or annual period.
•
Contingent put and call options in debt instruments - the requirements will reduce diversity of practice in identifying embedded derivatives in debt instruments and clarify the nature of an exercise contingency is not subject to the “clearly and closely” criteria for purposes of assessing whether the call or put option must be separated from the debt instrument and accounted for separately as a derivative. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 with early adoption permitted subject to certain requirements.
3. Acquisitions
On October 30, 2015, WNRL acquired the TexNew Mex Pipeline System in exchange for $170 million in cash, 421,031 common units representing limited partner interests in WNRL and 80,000 TexNew Mex Units.
We entered into a pipeline and gathering services agreement, as amended, with Western under which we transport crude oil on our Permian Basin system primarily for use at the El Paso refinery and on our Four Corners system to the Gallup refinery. We charge Western fees for pipeline movements, truck offloading and product storage. See Note 17, Related Party Transactions , for additional information.

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Table of Contents

WESTERN REFINING LOGISTICS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

4. Segment Information
Our operations are organized into two operating segments based on marketing criteria and the nature of our products and services and our types of customers. These segments are logistics and wholesale.
Logistics. Our pipeline and gathering assets are positioned to support crude oil supply for Western's El Paso and Gallup refineries as well as third parties and consist of crude oil pipelines and gathering assets located primarily in the Delaware Basin and in the Four Corners area of Northwestern New Mexico. These systems gather and transport crude oil by pipeline from various production locations to Western’s refineries utilizing 685 miles of pipeline; 33 crude oil storage tanks with a total combined active shell storage capacity of 959,000 barrels, eight truck loading and unloading locations and 15 pump stations.
Our terminalling, transportation and storage assets support crude oil supply and refined product distribution for Western's El Paso and Gallup refineries as well as third parties and primarily consist of storage tanks, terminals, transportation and other assets located in El Paso, Texas, Gallup, Bloomfield and Albuquerque, New Mexico and Phoenix and Tucson, Arizona. These assets include crude oil, feedstock, blendstock, refined product and asphalt storage tanks with a total combined shell storage capacity of 7.4 million barrels, truck loading racks, railcar loading racks, pump stations and pipeline and related logistics assets to service Western’s operations.
Wholesale.  Our wholesale segment includes the operations of several lubricant and bulk petroleum distribution plants and a fleet of crude oil, refined product, asphalt and lubricant delivery trucks. Our wholesale segment distributes commercial wholesale petroleum products primarily in Arizona, California, Colorado, Nevada, New Mexico and Texas. The wholesale segment purchases petroleum fuels and lubricants from Western's refining segment and from third-party suppliers.
During the second quarter of 2016, we disposed of certain assets related to our lubricants sales in California. We currently intend to dispose of the remainder of those assets during the third quarter of 2016. In connection with this asset disposal, we reported employee severance costs of $0.4 million within direct operating expenses and selling, general and administrative expenses in our Condensed Consolidated Statement of Operations for the period ended June 30, 2016. Assets held for sale in our Condensed Consolidated Balance Sheet at June 30, 2016 included $4.1 million in property, plant and equipment and $1.5 million in inventories. A gain of $0.6 million has been included in gain on disposal of assets, net for the three and six months ended June 30, 2016 in the Condensed Consolidated Statements of Operations.
Segment Accounting Principles.  Operating income for each segment consists of net revenues less cost of products sold; direct operating expenses; selling, general and administrative expenses; net impact of the disposal of assets and depreciation and amortization.
Activities of our business that are not included in the two segments mentioned above are included in the Other category. Other activities consist primarily of corporate staff operations and items that are not specific to the normal business of any one of our two operating segments.
The total assets of each segment consist primarily of cash and cash equivalents; inventories; net accounts receivable; net property, plant and equipment; net intangible assets and net other assets directly associated with the individual segment’s operations. Included in the total assets of the corporate operations are cash and cash equivalents, various net accounts receivable, prepaid expenses, other current assets and other long-term assets.

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WESTERN REFINING LOGISTICS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Disclosures regarding our reportable segments with reconciliations to consolidated totals for the three and six months ended June 30, 2016 and 2015 , are presented below:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
 
(In thousands)
Operating Results:
 
 
 
 
 
 
 
Logistics:
 
 
 
 
 
 
 
Revenues: Affiliate
$
43,053

 
$
36,279

 
$
83,969

 
$
71,054

Revenues: Third-party
677

 
679

 
1,367

 
1,302

Total revenues
$
43,730

 
$
36,958

 
85,336

 
72,356

Wholesale:
 
 
 
 
 
 
 
Revenues: Affiliate
$
137,437

 
$
175,762

 
245,978

 
319,236

Revenues: Third-party
397,435

 
523,184

 
715,327

 
951,708

Total revenues
$
534,872

 
$
698,946

 
961,305

 
1,270,944

 
 
 
 
 
 
 
 
Consolidated revenues
$
578,602

 
$
735,904

 
$
1,046,641

 
$
1,343,300

 
 
 
 
 
 
 
 
Operating income (loss):
 
 
 
 
 
 
 
Logistics
$
18,751

 
$
12,003

 
$
32,681

 
$
23,355

Wholesale
8,797

 
12,171

 
18,750

 
21,160

Other
(3,057
)
 
(3,143
)
 
(5,502
)
 
(5,923
)
Operating income from segments
24,491

 
21,031

 
45,929

 
38,592

Other income (expense), net
(6,400
)
 
(6,230
)
 
(13,570
)
 
(10,177
)
Consolidated income before income taxes
$
18,091

 
$
14,801

 
$
32,359

 
$
28,415

 
 
 
 
 
 
 
 
Depreciation and amortization:
 
 
 
 
 
 
 
Logistics
$
6,119

 
$
5,563

 
$
12,080

 
$
10,378

Wholesale
1,206

 
1,107

 
2,389

 
2,184

Consolidated depreciation and amortization
$
7,325

 
$
6,670

 
$
14,469

 
$
12,562

 
 
 
 
 
 
 
 
Capital expenditures:
 
 
 
 
 
 
 
Logistics
$
7,299

 
$
13,847

 
$
13,168

 
$
37,444

Wholesale
1,029

 
999

 
1,401

 
4,046

Consolidated capital expenditures
$
8,328

 
$
14,846

 
$
14,569

 
$
41,490

 
 
 
 
 
 
 
 
Total assets:
 
 
 
 
 
 
 
Logistics
 
 
 
 
$
309,137

 
$
297,566

Wholesale
 
 
 
 
156,067

 
185,523

Other
 
 
 
 
18,017

 
80,659

Consolidated total assets
 
 
 
 
$
483,221

 
$
563,748



7

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WESTERN REFINING LOGISTICS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

5. Earnings Per Unit
Earnings in excess of distributions are allocated to the limited partners based on their respective ownership interests. Payments made to our unitholders are determined in relation to actual distributions declared and are not based on the net income or loss allocations used in the calculation of earnings per unit.
Diluted earnings per unit includes the effects of potentially dilutive units of our common units that consist of unvested phantom units. These units are non-participating securities due to the forfeitable nature of their associated distribution equivalent rights prior to vesting. We do not consider these units under the two-class method when calculating earnings per unit. Basic and diluted earnings per unit applicable to subordinated limited partners are the same because there are no potentially dilutive subordinated units outstanding.
In addition to the common and subordinated units, we have identified the general partner interest, incentive distribution rights and distributions associated with the TexNew Mex Units as participating securities and use the two-class method when calculating earnings per unit applicable to limited partners that is based on the weighted-average number of common units outstanding during the period. We make incentive distribution payments to our General Partner when our per unit distribution amount exceeds the target distribution. During the three and six months ended June 30, 2016 , we made incentive distribution right payments of $0.9 million and $1.7 million , respectively, compared to $0.1 million and $0.2 million , respectively, for the three and six months ended June 30, 2015 , to our General Partner. Refer to Note 11, Equity , for further information regarding incentive distribution rights.
To the extent there is sufficient available cash from operating surplus under the the Second Amended and Restated Partnership Agreement (the "Second A&R Partnership Agreement"), the holder of the TexNew Mex Units will be entitled to receive a distribution equal to 80% of the excess of TexNew Mex Shared Segment Distributable Cash Flow over the TexNew Mex Base Amount (as such terms are defined in the Second A&R Partnership Agreement). To the extent the holder of a TexNew Mex Unit is entitled to such a distribution, that distribution will be preferential to all other unit holder distributions. During the three and six months ended June 30, 2016 and 2015 , the TexNew Mex unitholders were not entitled to any distributions. Refer to Note 11, Equity , for further information.

8

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WESTERN REFINING LOGISTICS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The calculation of net income per unit for the three and six months ended June 30, 2016 and 2015 , respectively, is as follows:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
 
(In thousands, except per unit data)
Net income
$
17,874

 
$
14,653

 
$
31,881

 
$
28,064

Net loss attributable to General Partner (1)
—

 
(1,262
)
 
—

 
(3,174
)
Net income attributable to limited partners
17,874

 
15,915

 
31,881

 
31,238

General Partner distributions
(921
)
 
(139
)
 
(1,682
)
 
(155
)
Limited partners' distributions on common units
(9,858
)
 
(8,346
)
 
(19,453
)
 
(16,320
)
Limited partners' distributions on subordinated units
(9,181
)
 
(7,927
)
 
(18,135
)
 
(15,512
)
 Distributions greater than earnings
$
(2,086
)
 
$
(497
)
 
$
(7,389
)
 
$
(749
)
 
 
 
 
 
 
 
 
General Partners' earnings:
 
 
 
 
 
 
 
Distributions
$
921

 
$
139

 
$
1,682

 
$
155

Net loss attributable to General Partner (1)
—

 
(1,262
)
 
—

 
(3,174
)
 Total General Partners' earnings (loss)
$
921

 
$
(1,123
)
 
$
1,682

 
$
(3,019
)
 
 
 
 
 
 
 
 
Limited partners' earnings on common units:
 
 
 
 
 
 
 
Distributions
$
9,858

 
$
8,346

 
$
19,453

 
$
16,320

Allocation of distributions greater than earnings
(1,119
)
 
(255
)
 
(3,895
)
 
(384
)
 Total limited partners' earnings on common units
$
8,739

 
$
8,091

 
$
15,558

 
$
15,936

 
 
 
 
 
 
 
 
Limited partners' earnings on subordinated units:
 
 
 
 
 
 
 
Distributions
$
9,181

 
$
7,927

 
$
18,135

 
$
15,512

Allocation of distributions greater than earnings
(967
)
 
(242
)
 
(3,494
)
 
(365
)
 Total limited partners' earnings on subordinated units
$
8,214

 
$
7,685

 
$
14,641

 
$
15,147

 
 
 
 
 
 
 
 
Weighted-average limited partner units outstanding:
 
 
 
 
 
 
 
 Common units - basic
26,409

 
24,017

 
25,429

 
24,001

 Common units - diluted
26,427

 
24,051

 
25,441

 
24,023

 Subordinated units - basic and diluted
22,811

 
22,811

 
22,811

 
22,811

 
 
 
 
 
 
 
 
Net income per limited partner unit:
 
 
 
 
 
 
 
 Common - basic
$
0.33

 
$
0.34

 
$
0.61

 
$
0.66

 Common - diluted
0.33

 
0.34

 
0.61

 
0.66

 Subordinated - basic and diluted
0.36

 
0.34

 
0.64

 
0.66

(1)
We apply the two-class method to calculate earnings per unit and allocate the results of operations of the TexNew Mex Pipeline System prior to the TexNew Mex Pipeline Acquisition entirely to our general partner. The limited partners had no rights to the results of operations before this acquisition.

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WESTERN REFINING LOGISTICS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

6. Inventories
Inventories were as follows:
 
June 30,
2016
 
December 31,
2015
 
(In thousands)
Lubricants
$
10,470

 
$
14,959

Refined products
108

 
241

Inventories
$
10,578

 
$
15,200

7. Property, Plant and Equipment, Net
Property, plant and equipment, net was as follows:
 
June 30,
2016
 
December 31,
2015
 
(In thousands)
Buildings and improvements
$
28,670

 
$
33,052

Pipelines and related assets
257,021

 
241,222

Terminals and related assets
119,520

 
115,947

Asphalt plant, terminals and related assets
26,597

 
26,898

Wholesale and related assets
32,051

 
32,248

 
463,859

 
449,367

Accumulated depreciation
(150,038
)
 
(138,906
)
 
313,821

 
310,461

Construction in progress
6,672

 
10,790

Property, plant and equipment, net
$
320,493

 
$
321,251

Depreciation expense was $7.1 million , $13.9 million , $6.3 million and $11.9 million for the three and six months ended June 30, 2016 and 2015 , respectively.
8. Intangible Assets, Net
A summary of intangible assets, net, is presented in the table below:
 
June 30, 2016
 
December 31, 2015
 
Weighted-Average Amortization Period (Years)
 
Gross Carrying Value
 
Accumulated Amortization
 
Net Carrying Value
 
Gross Carrying Value
 
Accumulated Amortization
 
Net Carrying Value
 
 
(In thousands)
Customer relationships
$
7,172

 
$
(3,969
)
 
$
3,203

 
$
7,551

 
$
(3,921
)
 
$
3,630

 
6.0
Pipeline rights-of-way
6,527

 
(2,619
)
 
3,908

 
6,414

 
(2,287
)
 
4,127

 
5.2
Intangible assets, net
$
13,699

 
$
(6,588
)
 
$
7,111

 
$
13,965

 
$
(6,208
)
 
$
7,757

 
 
Intangible asset amortization expense was $0.3 million and $0.6 million for the three and six months ended June 30, 2016 , respectively, based upon estimates of useful lives ranging from 1 to 35  years. Intangible asset amortization expense was $0.3 million and $0.6 million for the three and six months ended June 30, 2015 , respectively, based upon estimates of useful lives ranging from 1 to 20  years.

10

Table of Contents

WESTERN REFINING LOGISTICS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Estimated amortization expense for the indicated periods is as follows (in thousands):
Remainder of 2016
$
588

2017
1,087

2018
1,087

2019
1,087

2020
792

2021
639

9. Accrued Liabilities
Accrued liabilities were as follows:
 
June 30,
2016
 
December 31,
2015
 
(In thousands)
Deferred revenue - affiliate
$
13,808

 
$
10,130

Interest
8,439

 
8,438

Excise and other taxes
6,048

 
5,335

Payroll and related costs
2,776

 
4,000

Property taxes
1,019

 
1,500

Branding
205

 
633

Other
723

 
342

Accrued liabilities
$
33,018

 
$
30,378

10. Debt
Revolving Credit Facility
Our $300.0 million senior secured revolving credit facility (the "Revolving Credit Facility") will mature on October 16, 2018. We have the ability to increase the total commitment of our Revolving Credit Facility by up to $200.0 million for a total facility size of up to $500.0 million , subject to receiving increased commitments from lenders and to the satisfaction of certain conditions. The Revolving Credit Facility includes a $25.0 million sub-limit for standby letters of credit and a $10.0 million sub-limit for swing line loans. Obligations under the Revolving Credit Facility and certain cash management and hedging obligations are guaranteed by all of our subsidiaries and are secured by a first priority lien on substantially all of our and our subsidiaries' significant assets. Our creditors under the Revolving Credit Facility have no recourse to Western's assets. Borrowings under our Revolving Credit Facility bear interest at either a base rate plus an applicable margin ranging from 0.75% to 1.75% , or at LIBOR plus an applicable margin ranging from 1.75% to 2.75% . The applicable margin will vary based on our Consolidated Total Leverage Ratio, as defined in the Revolving Credit Facility.
On October 15, 2014, to partially fund the purchase of certain assets from Western, WNRL borrowed $269.0 million under the Revolving Credit Facility. On February 11, 2015, WNRL repaid its outstanding direct borrowings under the Revolving Credit Facility with a portion of the proceeds from the issuance of its 7.5% Senior Notes, discussed below. On October 30, 2015, WNRL borrowed $145.0 million under the Revolving Credit Facility to partially fund the TexNew Mex Pipeline Acquisition. During the six months ended June 30, 2016 , WNRL repaid $125.0 million of its outstanding direct borrowings under the Revolving Credit Facility using the net proceeds generated from our equity offering during the period and from cash-on-hand.
As of June 30, 2016 , the availability under the Revolving Credit Facility was $279.3 million . This availability is net of $20.0 million in direct borrowings and $0.7 million in outstanding letters of credit. We had no swing line borrowings outstanding under our Revolving Credit Facility as of June 30, 2016 . The estimated fair value of the Revolving Credit Facility approximates its carrying amount. The interest rate for the borrowings under the Revolving Credit Facility was 2.71% as of June 30, 2016 . The unamortized financings costs of $1.2 million and $1.5 million as of June 30, 2016 and December 31, 2015 , respectively, are included in long-term debt, less current portion, in the Condensed Consolidated Balance Sheets. The effective

11

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WESTERN REFINING LOGISTICS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

rate of interest, including contractual interest and amortization of loan fees, on the Revolving Credit Facility was 2.97% as of June 30, 2016 .
The Revolving Credit Facility contains covenants that limit or restrict our ability to make cash distributions. We are required to maintain certain financial ratios; each tested on a quarterly basis for the immediately preceding four quarter period.
7.5% Senior Notes
On February 11, 2015, we entered into an Indenture (the “Indenture”) among the Partnership, WNRL Finance Corp., a Delaware corporation and 100% owned subsidiary of the Partnership (“Finance Corp.” and together with the Partnership, the “Issuers”), the Guarantors named therein and U.S. Bank National Association, as trustee (the “Trustee”) under which the Issuers issued $300.0 million in aggregate principal amount of 7.5% Senior Notes due 2023 (the "WNRL 2023 Senior Notes"). The Partnership will pay interest on the WNRL 2023 Senior Notes semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2015. The WNRL 2023 Senior Notes will mature on February 15, 2023. Proceeds from the WNRL 2023 Senior Notes were used to repay $269.0 million of then outstanding borrowings under our Revolving Credit Facility. The estimated fair value of the WNRL 2023 Senior Notes was $300.0 million as of June 30, 2016 . We incurred financing costs associated with the issuance of the WNRL 2023 Senior Notes of $6.8 million . Unamortized financings costs of $5.6 million and $6.1 million as of June 30, 2016 and December 31, 2015 , respectively, are included in long-term debt, less current portion, in the Condensed Consolidated Balance Sheets. The effective rate of interest, including contractual interest and amortization of loan fees, on the 7.5% Senior Notes was 7.78% as of June 30, 2016 .
The WNRL 2023 Senior Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by all of WNRL's current 100% owned subsidiaries, with the exception of Finance Corp. Finance Corp. is a minor subsidiary of WNRL and is a co-issuer of the WNRL 2023 Senior Notes. The co-issuance between WNRL and the Finance Corp. is on a joint and several basis. WNRL has no independent assets or operations. There are no significant restrictions on the ability of WNRL or its subsidiary guarantors and Finance Corp. to obtain or transfer funds from its subsidiary guarantors by dividend or loan. None of the subsidiary guarantors’ and Finance Corp.'s assets represent restricted assets.
The subsidiary guarantees of the WNRL 2023 Senior Notes are subject to certain automatic customary releases, including upon the sale, disposition or transfer of capital stock or all or substantially all of the assets (including by way of merger or consolidation) of a subsidiary guarantor to a person other than the Partnership or one of its restricted subsidiaries, designation of a subsidiary guarantor as an unrestricted subsidiary in accordance with the Indenture, a legal defeasance or covenant defeasance, liquidation or dissolution of the subsidiary guarantor and a subsidiary guarantor ceasing to guarantee debt of the Partnership, Finance Corp. or any other guarantor under a credit facility other than the WNRL 2023 Senior Notes. The Partnership’s subsidiaries may not sell or otherwise dispose of all or substantially all of their properties or assets to, or consolidate with or merge into, another company if such a sale would cause a default under the Indenture.
The Indenture contains covenants that limit WNRL’s and its restricted subsidiaries’ ability to, among other things: (i) incur, assume or guarantee additional indebtedness or issue preferred units, (ii) create liens to secure indebtedness, (iii) pay distributions on equity securities, repurchase equity securities or redeem subordinated indebtedness, (iv) make investments, (v) effect distributions, loans or other asset transfers from the Partnership’s restricted subsidiaries, (vi) consolidate with or merge with or into, or sell substantially all of the Partnership’s properties to, another person, (vii) sell or otherwise dispose of assets, including equity interests in subsidiaries and (viii) enter into transactions with affiliates. These covenants are subject to a number of limitations and exceptions. The Indenture would permit or require the principal, premium, if any, and interest on all the then outstanding WNRL 2023 Senior Notes to be due and payable immediately in the event of default.
11. Equity
We had 20,225,957 publicly held outstanding common units as of June 30, 2016 , including the net settlement and issuance of 46,696 common units upon the vesting of phantom units from our Western Refining Logistics, LP 2013 Long-Term Incentive Plan (the "LTIP") during the six months ended June 30, 2016 . Western owned 8,579,623 of our common units and 22,811,000 of our subordinated units constituting an aggregate limited partner interest of 60.8% as of June 30, 2016 .
On May 16, 2016, we entered into an underwriting agreement relating to the issuance and sale by the Partnership of 3,750,000 common units representing limited partner interests in the Partnership. The closing of the offering occurred on May 20, 2016. We also granted the underwriter an option to purchase up to 562,500 additional common units on the same terms, that was exercised and closed on June 1, 2016. We used the net proceeds generated from our equity offering to repay a portion of the outstanding balance on our Revolving Credit Facility during the period.

12

Table of Contents

WESTERN REFINING LOGISTICS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

In accordance with our partnership agreement, Western's subordinated units will convert to common units once we have met specified distribution targets and successfully completed other tests set forth in our Second A&R Partnership Agreement.
Changes to equity during the six months ended June 30, 2016 , were as follows:
 
General
 
TexNew Mex -
 
Common -
 
Common -
 
Subordinated -
 
 
 
Partner
 
Western
 
Public
 
Western
 
Western
 
Total
 
(In thousands)
Balance at December 31, 2015
$
(1,085
)
 
$
(310
)
 
$
327,351

 
$
(105,090
)
 
$
(289,289
)
 
$
(68,423
)
Unit-based compensation
—

 
—

 
764

 
—

 
—

 
764

Issuance of common units
—

 
—

 
92,460

 
—

 
—

 
92,460

Offering costs for issuance of common units
—

 
—

 
(330
)
 
—

 
—

 
(330
)
Distributions to partners declared
(1,682
)
 
—

 
(12,633
)
 
(6,820
)
 
(18,135
)
 
(39,270
)
Net income attributable to limited partners
—

 
—

 
11,174

 
5,658

 
15,049

 
31,881

Balance at June 30, 2016
$
(2,767
)
 
$
(310
)
 
$
418,786

 
$
(106,252
)
 
$
(292,375
)
 
$
17,082

TexNew Mex Units
The Second A&R Partnership Agreement created the TexNew Mex Shared Segment and the TexNew Mex Units. The TexNew Mex units are generally entitled to participate in 80% of the economics attributable to the TexNew Mex Shared Segment resulting from crude oil throughput on the TexNew Mex shared segment above the 13,000 bpd. To the extent there is sufficient available cash from operating surplus under the Second A&R Partnership Agreement, the holder of the TexNew Mex Units will be entitled to receive a distribution equal to 80% of the excess of TexNew Mex Shared Segment Distributable Cash Flow over the TexNew Mex Base Amount (as such terms are defined in the Second A&R Partnership Agreement). To the extent the holder of a TexNew Mex Unit is entitled to such a distribution, that distribution will be preferential to all other unit holder distributions. We declared no distributions to TexNew Mex unitholders related to our operating results for the three and six months ended June 30, 2016 and 2015 .
Holders of TexNew Mex Units generally do not have voting rights, except for limited voting rights related to amendments to the rights of holders of the TexNew Mex Units, the issuance of additional TexNew Mex Units or partnership securities with distribution rights senior to or on a parity with the TexNew Mex Units, the sale of any material portion of the TexNew Mex Pipeline and the reservation by the Partnership of any distribution amounts to which the holders of TexNew Mex Units are otherwise entitled.
The TexNew Mex Units are perpetual and have no rights of redemption or of conversion. No holder of any TexNew Mex Unit may transfer any or all of the TexNew Mex Units held by such holder without the prior written approval of the General Partner, unless the transfer either is to an affiliate of the holder or is to any person who is, or will be substantially concurrently with the completion of the transfer, an affiliate of the General Partner.
Issuance of Additional Interests
Our partnership agreement authorizes us to issue additional partnership interests for consideration and on the terms and conditions determined by our General Partner without the approval of the unitholders. We may fund future acquisitions through the issuance of additional common units, subordinated units or other partnership interests. Holders of any additional common units we issue will be entitled to share proportionally in accordance with their respective percentage interests with the then-existing common unitholders in our distributions of available cash.
Allocations of Net Income and Loss
The Second A&R Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders and the General Partner. For purposes of maintaining partner capital accounts, the Second A&R Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive distribution right payments allocated 100% to the General Partner.

13

Table of Contents

WESTERN REFINING LOGISTICS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Percentage Allocations of Available Cash from Operating Surplus
The following table illustrates the percentage allocations of available cash from operating surplus between the unitholders and our General Partner (as the holder of our incentive distribution rights) based on the specified target distribution levels, subject to the preferential distribution rights of holders of the TexNew Mex Units. The amounts set forth under the column heading "Marginal Percentage Interest in Distributions" are the percentage interests of our General Partner and the unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column "Total Quarterly Distribution per Unit Target Amount." The percentage interests shown for our unitholders and our General Partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below assume our General Partner has not transferred its incentive distribution rights and there are no arrearages on common units.
 
 
Total Quarterly Distribution
per Unit Target Amount
 
Marginal Percentage
Interest in Distributions
 
 
Unitholders
 
General Partner
Minimum Quarterly Distribution
 
$0.2875
 
100.0
%
 
—

First Target Distribution
 
above $0.2875 up to $0.3306
 
100.0
%
 
—

Second Target Distribution
 
above $0.3306 up to $0.3594
 
85.0
%
 
15.0
%
Third Target Distribution
 
above $0.3594 up to $0.4313
 
75.0
%
 
25.0
%
Thereafter
 
above $0.4313
 
50.0
%
 
50.0
%
Our Second A&R Partnership Agreement sets forth the calculation to be used to determine the amount and priority of cash distributions that the common and subordinated unitholders and general partner will receive. We declare distributions subsequent to quarter end. The table below summarizes our 2016 quarterly distribution declarations, payments and scheduled payments through July 29, 2016 :
Declaration Date
 
Record Date
 
Payment Date
 
Distribution per Common and Subordinated Unit
February 1, 2016
 
February 11, 2016
 
February 26, 2016
 
$
0.3925

April 25, 2016
 
May 13, 2016
 
May 27, 2016
 
0.4025

July 26, 2016
 
August 12, 2016
 
August 26, 2016
 
0.4125

Total
 
$
1.2075


14

Table of Contents

WESTERN REFINING LOGISTICS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

During 2015 and 2016, we declared and paid distributions that were in excess of the target distribution amounts set forth in our partnership agreement, resulting in distributions to our General Partner as the holder of incentive distribution rights. The total quarterly cash distributions for the three and six months ended June 30, 2016 and 2015 , respectively, were as follows:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
 
(In thousands, except per unit data)
TexNew Mex Unit distributions:
 
 
 
 
 
 
 
TexNew Mex Unit distributions
$
—

 
$
—

 
$
310

 
$
—

Total TexNew Mex Unit distributions
$
—

 
$
—

 
$
310

 
$
—

 
 
 
 
 
 
 
 
General Partners' distributions:
 
 
 
 
 
 
 
General Partner's incentive distribution rights
$
921

 
$
139

 
$
1,682

 
$
155

Total General Partner's distributions
$
921

 
$
139

 
$
1,682

 
$
155

 
 
 
 
 
 
 
 
Limited partners' distributions:
 
 
 
 
 
 
 
Common
$
9,858

 
$
8,346

 
$
19,453

 
$
16,320

Subordinated
9,181

 
7,927

 
18,135

 
15,512

 Total limited partners' distributions
19,039

 
16,273

 
37,588

 
31,832

Total cash distributions
$
19,960

 
$
16,412

 
$
39,580

 
$
31,987

 
 
 
 
 
 
 
 
Cash distributions per limited partner unit
$
0.4025

 
$
0.3475

 
$
0.7950

 
$
0.6800

We currently have an effective universal shelf Registration Statement on Form S-3 that provides for the registration and sale of up to $1 billion of equity or debt securities of us and certain of our subsidiaries. We may over time, and subject to market conditions, in one or more offerings, offer and sell any combination of the securities described in the prospectus. During the second quarter of 2016, an equity offering was completed pursuant to the shelf registration statement and resulted in reduced availability.
12. Equity-Based Compensation
Our General Partner's board of directors adopted the LTIP for the benefit of employees, consultants and non-employee directors of our General Partner and its affiliates. Awards granted under the LTIP vest over a scheduled vesting period and their market value at the date of the grant is amortized over the restricted period on a straight-line basis.
At June 30, 2016 , there were 4,114,223 phantom units reserved for future grants under the LTIP.
The fair value of the phantom units is determined based on the closing price of WNRL common units on the grant date. The estimated fair value of the phantom units is amortized on a straight-line basis over the scheduled vesting periods of individual awards. We incurred unit-based compensation expense of $0.8 million , $1.3 million , $0.5 million and $0.9 million for the three and six months ended June 30, 2016 and 2015 , respectively.
The aggregate grant date fair value of nonvested phantom units outstanding as of June 30, 2016 , was $7.5 million . The aggregate intrinsic value of such phantom units was $7.5 million . Total unrecognized compensation cost related to our non-vested phantom units totaled $6.5 million at June 30, 2016 , that we expect to recognize over a weighted-average period of approximately 2.9 years .

15

Table of Contents

WESTERN REFINING LOGISTICS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

A summary of our unit award activity for the six months ended June 30, 2016 , is set forth below:
 
Number of Phantom Units
 
Weighted-Average
Grant Date
Fair Value
Not vested at December 31, 2015
279,787

 
$
28.06

Awards granted
86,100

 
22.51

Awards vested
(70,886
)
 
26.16

Awards forfeited
(10,181
)
 
31.87

Not vested at June 30, 2016
284,820

 
26.45

13. Risk Concentration
We are part of the consolidated operations of Western and we derive a significant portion of our revenue from transactions with Western and its affiliates. Western accounted for 31.2% , 31.5% , 28.8% and 29.1% , respectively, of our total revenues for the three and six months ended June 30, 2016 and 2015 .
We sell a variety of refined products to a diverse customer base. Sales to Kroger Company accounted for 20.5% , 20.8% , 24.1% and 24.2% of total revenues for the three and six months ended June 30, 2016 and 2015 , respectively. Sales to Western’s retail and unmanned fleet fueling sites accounted for 23.2% , 23.4% , 26.3% and 26.0% of total revenues for the three and six months ended June 30, 2016 and 2015 , respectively.
See Note 17, Related Party Transactions , for detailed information on our agreements with Western.
14. Income Taxes
WNRL is treated as a publicly-traded partnership for federal and state income tax purposes, however, Western Refining Product Transport, LLC (a wholly-owned subsidiary) is taxed as a corporation for federal and state tax purposes. Taxes on our net income for WNRL and its subsidiaries generally are borne by our partners through the allocation of taxable income. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined as we do not have access to information about each partner's tax attributes in us. Our income tax expense results from our taxable subsidiary and state laws that apply to entities organized as partnerships, primarily in the state of Texas and from federal and state laws for corporations. For the three and six months ended June 30, 2016 and 2015 , our income tax expense was $0.2 million , $0.5 million , $0.1 million and $0.4 million , respectively. Our effective tax rates for the three and six months ended June 30, 2016 and 2015 , was 1.2% , 1.5% , 1.0% and 1.2% , respectively.
As of June 30, 2016 and December 31, 2015 , we had no unrecognized tax benefit liability. No interest or penalties were recognized related to income taxes during the three and six months ended June 30, 2016 and 2015 .

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WESTERN REFINING LOGISTICS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

15. Commitments
We have commitments under various operating leases with initial terms greater than one year for property, machinery and facilities. These leases have terms that will expire on various dates through 2026 . We expect that in the normal course of business, these leases will be renewed or replaced by other leases. Rent expense for operating leases that provide for periodic rent escalations or rent holidays over the term of the lease is recognized on a straight-line basis. We also have commitments to purchase minimum volumes of refined product from Western under commercial agreements that we have entered into with Western. See Note 17, Related Party Transactions , for further discussion of these agreements.
The following table presents our annual minimum rental payments under non-cancelable operating leases that have lease terms of one year or more (in thousands) as of June 30, 2016 :
Remaining 2016
$
3,756

2017
6,040

2018
3,274

2019
1,180

2020
180

2021 and thereafter
479

 
$
14,909

Total rental expense was $2.5 million , $4.9 million , $2.3 million and $4.6 million for the three and six months ended June 30, 2016 and 2015 , respectively. Contingent rentals and subleases were not significant in any year.
16. Contingencies
Like other operators of petroleum-related storage and transportation facilities, our operations are subject to extensive and periodically changing federal and state environmental regulations governing air emissions, wastewater discharges and solid and hazardous waste management activities. Many of these regulations are becoming increasingly stringent and we expect the cost of compliance to increase over time. Our policy is to accrue environmental and clean-up related costs of a non-capital nature when it is probable that a liability exists and when we can reasonably estimate the amount. We may revise such estimates in the future as regulations and other conditions change. We may receive communications from various federal, state and local governmental authorities asserting violations of environmental laws and/or regulations. These governmental entities may also propose or assess fines or require corrective action for such asserted violations. We intend to respond in a timely manner to all such communications and to take appropriate corrective action.
We are not currently aware of any environmental or other asserted or unasserted claims against us that would be expected to have a material effect on our financial condition, results of operations or cash flows.
17. Related Party Transactions
Certain of our employees are shared employees with Western. We are party to a services agreement with Western under which Western shares certain employees with us. These employees are responsible for operation and maintenance of and other services related to the assets we own and operate. Western employees provide these services under our direction, supervision and control pursuant to this services agreement. Western also provides us with support for accounting, legal, human resources and various other administrative functions.

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WESTERN REFINING LOGISTICS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

We have incurred indirect charges from Western for the allocation of services including executive oversight, accounting, treasury, tax, legal, procurement, engineering, logistics, maintenance, information technology and similar items. We classify these indirect charges between operating and maintenance expenses and selling, general and administrative expenses based on the functional nature of the employee and other services that Western provides for our operations. Indirect charges from Western that we include within our selling, general and administrative and operating and maintenance expenses were as follows:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
 
(In thousands)
Indirect charges:
 
 
 
 
 
 
 
Operating and maintenance expenses
$
10,250

 
$
8,680

 
$
20,459

 
$
17,687

Selling, general and administrative expenses
2,097

 
2,287

 
3,913

 
4,270

Total indirect charges
$
12,347

 
$
10,967

 
$
24,372

 
$
21,957

Our management believes the indirect charges allocated to us from Western are a reasonable reflection of our utilization of Western's service in connection with our operations. We also incur direct charges to support our operations and administration. The indirect allocations noted above may not fully reflect the additional expenses that we would have incurred had we been a stand-alone company during the periods presented.
Commercial Agreements with Western
Logistics Segment Agreements
We derive substantially all of our logistics revenues from two ten-year, fee-based agreements with Western supported by minimum volume commitments and annual adjustments to fees that we and Western may renew for two additional five-year periods upon mutual agreement. Western has committed to provide us with minimum fees based on minimum monthly throughput volumes of crude oil and refined and other products and reserved storage capacity.
Pipeline and Gathering Services Agreement
We are party to a pipeline and gathering services agreement, as amended, with Western under which we transport crude oil on our Permian Basin system primarily for use at Western's El Paso refinery and on our Four Corners system to Western's Gallup refinery. We charge Western fees for pipeline movements, truck offloading and product storage.
In connection with the TexNew Mex Pipeline Acquisition, WNRL entered into the Amendment No. 1 to the Pipeline and Gathering Services Agreement, dated as of October 16, 2013, with Western (the "Amendment of the Pipeline Agreement"). Among other things, the Amendment to the Pipeline Agreement amends the scope of the existing agreement to include the provision of storage services and a minimum volume commitment of 80,000 barrels of storage at the Star Lake storage site. In this Amendment to the Pipeline Agreement, Western provided a minimum volume commitment of 13,000 bpd of crude oil on the TexNew Mex Pipeline for 10 years from the date of the Amendment to the Pipeline Agreement.
In connection with the TexNew Mex Pipeline Acquisition, the General Partner adopted certain amendments to the First Amended and Restated Agreement of Limited Partnership of the Partnership by adopting the Second A&R Partnership Agreement. The amendments contained in the Second A&R Partnership Agreement create a new class of limited partner interests in the Partnership, referred to as the TexNew Mex Units, and set forth the rights, preferences and obligations of the TexNew Mex Units.
The Second A&R Partnership Agreement created the TexNew Mex Shared Segment and the TexNew Mex Units. The TexNew Mex units are generally entitled to participate in 80% of the economics attributable to the TexNew Mex Shared Segment resulting from crude oil throughput on the TexNew Mex shared segment above the 13,000 bpd. To the extent there is sufficient available cash from operating surplus under the Second A&R Partnership Agreement, the holder of the TexNew Mex Units will be entitled to receive a distribution equal to 80% of the excess of TexNew Mex Shared Segment Distributable Cash Flow over the TexNew Mex Base Amount (as such terms are defined in the Second A&R Partnership Agreement). To the extent the holder of a TexNew Mex Unit is entitled to such a distribution, that distribution will be preferential to all other unit holder distributions. During the three and six months ended June 30, 2016 and 2015 , the TexNew Mex Units were not entitled to any distributions. See Note 11, Equity , for further discussion.

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WESTERN REFINING LOGISTICS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Terminalling, Transportation and Storage Services Agreement
We entered into a terminalling, transportation and storage services agreement, as amended, with Western under which we have agreed to, among other things, distribute products produced at Western’s refineries, connect Western’s refineries to third-party pipelines and systems and provide fee-based asphalt terminalling and processing services. For the use of our network of crude oil and refined products terminals and related assets and storage facilities, we charge Western fees for crude oil, blendstock and refined product storage, shipments into and out of storage and additive and blending services. For the use of our asphalt plant and terminal in El Paso and our three stand-alone asphalt terminals, we charge Western fees for asphalt storage, shipments into and out of asphalt storage and asphalt processing and blending.
Western’s obligations under these commercial agreements will not terminate if Western no longer controls our general partner. Our commercial agreements include provisions that permit Western to suspend, reduce or terminate its obligations under the applicable agreement if certain events occur. These events include Western deciding to permanently or indefinitely suspend refining operations at one or both of its refineries, as well as our being subject to certain force majeure events that would prevent us from performing required services under the applicable agreement.
Wholesale Segment Agreements
In connection with WNRL's purchase of all of the outstanding limited liability company interests of Western Refining Wholesale, LLC from Western on October 15, 2014 (the "Wholesale Acquisitions"), we entered into the following 10-year agreements with Western. These agreements include certain minimum volume commitments by Western.
Product Supply Agreement
Under the product supply agreement, as amended, Western supplies, and we purchase, 79,000 bpd of refined products. The price per barrel is based upon OPIS or Platts indices on the day of delivery. Pricing is subject to annual revision based on mutual agreement between us and Western. The agreement provides for make-up payments to us in any month that our average margin on non-delivered rack sales is less than a certain amount.
Fuel Distribution and Supply Agreement
Western purchases all of its retail requirements for branded and unbranded motor fuels for its retail and unmanned fleet fueling sites at a price per gallon that is $0.03 above our cost. Western purchases a minimum of 645,000 barrels per month of branded and unbranded motor fuels for its retail and unmanned fleet fueling sites. In any month that Western doesn’t purchase the minimum volume, Western will pay us $0.03 per gallon shortfall. In any month in which Western purchases volumes in excess of the minimum, we will pay Western $0.03 p er gallon over the minimum until the balance of the trailing twelve month shortfall payments is reduced to $0 .
Crude Oil Trucking Transportation Services Agreement
Under the crude oil trucking and transportation services agreement, as amended, Western pays a flat rate per mile per barrel plus monthly fuel adjustments and customary applicable surcharges. The rates are subject to adjustment annually based on mutual agreement between us and Western. Western has agreed to contract a minimum of 1.525 million barrels of crude oil to us for hauling each month.
Asphalt Trucking Transportation Services Agreement
On May 4, 2016 , our subsidiary, Western Refining Wholesale, LLC, entered into an Asphalt Trucking Transportation Services Agreement with two subsidiaries of Western, Western Refining Company, L.P., a Delaware limited partnership, and, for certain limited purposes stated therein, Western Refining Southwest, Inc., an Arizona corporation. Under the Asphalt Trucking Transportation Services Agreement, Western will pay us a flat rate per mile per ton plus monthly fuel adjustments and customary applicable surcharges for transporting asphalt volumes for Western. The rates are subject to adjustment annually based on mutual agreement between us and Western. Volumes of asphalt transported pursuant to this agreement will be credited, on a barrel per barrel basis, towards Western’s contract minimum under the Crude Oil Trucking Transportation Services Agreement. Under this Agreement, Western has given us the first option to transport all asphalt volumes Western transports by truck.


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WESTERN REFINING LOGISTICS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Other Agreements with Western
Omnibus Agreement
We entered into an omnibus agreement with Western, certain of its subsidiaries and our general partner. The omnibus agreement addresses the following items:
•
our obligation to reimburse Western for the provision by Western of certain general and administrative services (this reimbursement is in addition to certain expenses of our general partner and its affiliates that are reimbursed under our partnership agreement and services agreement), as well as certain other direct or allocated costs and expenses incurred by Western on our behalf;
•
our rights of first offer to acquire certain logistics assets from Western;
•
an indemnity by Western for certain environmental and other liabilities, and our obligation to indemnify Western for events and conditions associated with the operation of our assets that occur after closing of the Offering and for environmental liabilities related to our assets to the extent Western is not required to indemnify us;
•
Western’s transfer of certain environmental permits related to our assets to us and our use of such permits prior to the transfer thereof; and
•
the granting of a license from Western to us with respect to use of certain Western trademarks and our granting of a license to Western with respect to use of certain of our trademarks.
The omnibus agreement generally terminates in the event of a change of control of us or our general partner.
Contribution, Conveyance and Assumption Agreement dated September 25, 2014
We entered into a contribution agreement with Western on September 25, 2014 under which we acquired all of the outstanding limited liability company interests of Western Refining Wholesale, LLC (“WRW”), which owned substantially all of Western’s southwest wholesale assets. Among other things, Western agreed to indemnify us with respect to liabilities related to certain historical assets and operations of WRW that were not contributed to us in the Wholesale Acquisition. In addition, Western made certain representations and warranties regarding the assets of WRW, including with respect to environmental matters, and agreed to indemnify us for breaches of those representations and warranties, subject to specified deductibles, caps and other limitations.
Contribution, Conveyance and Assumption Agreement dated October 30, 2015
We entered into a Contribution, Conveyance and Assumption Agreement with Western in connection with the TexNew Mex Pipeline Acquisition. Western made certain representations and warranties regarding the acquired assets, including with respect to environmental matters, and agreed to indemnify us for breaches of those representations and warranties, subject to specified deductibles, caps and other limitations. See Note 3, Acquisitions , for additional information regarding our acquisition of the TexNew Mex Pipeline System.
Services Agreements
We entered into a services agreement with Western under which we reimburse Western for its provision to us of certain personnel to provide operational services to us and under our supervision in support of our pipelines and gathering assets and terminalling and storage facilities, including routine and emergency maintenance and repair services, routine operational activities, routine administrative services, construction and related services and such other services as we and Western may mutually agree upon from time to time. Western will prepare a maintenance, operating and capital budget on an annual basis subject to our approval. Western submits actual expenditures for reimbursement on a monthly basis, and we reimburse Western for providing these services.
We may terminate any of the services provided by the personnel provided by Western upon 30 days prior written notice. Either party may terminate this agreement upon prior written notice if the other party is in material default under the agreement and such party fails to cure the material default within 20 business days. The services agreement has an initial term of ten years and may be renewed by two additional five-year terms upon our agreement with Western evidenced in writing prior to the end of the initial term of ten years or the first renewal term of five years. If a force majeure event prevents a party from carrying out its obligations (other than to make payments due) under the agreement, such obligations, to the extent affected by force majeure, will be suspended during the continuation of the force majeure event. These force majeure events include acts of God, strikes, lockouts or other industrial disturbances, wars, riots, fires, floods, storms, orders of courts or governmental authorities,

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WESTERN REFINING LOGISTICS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

explosions, terrorist acts, accidental disruption of service, breakage, breakdown of machinery, storage tanks or lines of pipe and inability to obtain or unavoidable delays in obtaining material or equipment and any other circumstances not reasonably within the control of the party claiming suspension and that by the exercise of due diligence such party is unable to prevent or overcome.
On May 4, 2015, we entered into a Joinder Agreement with Western and Northern Tier Energy LP ("NTI") that joined us as a party to the Shared Services Agreement, dated October 30, 2014, between Western and NTI and under which Western and NTI provide services to each other in support of their operations. Under the Joinder Agreement, we provide certain scheduling and other services in support of NTI’s operations and NTI reimburses us for the costs associated with providing such services. During the three and six months ended June 30, 2016 and 2015 , we incurred expenses of $0.1 million , $0.2 million , $0.03 million and $0.09 million , respectively, that are reimbursable from NTI under the Shared Services Agreement.
Leasing Agreements
We entered into three separate ground lease and access agreements with Western. All three agreements are for 10-year terms with provision for automatic renewal of up to four consecutive 10-year periods. Under each separate agreement, WNRL pays nominal annual rents. Rents due under these three agreements in the aggregate are less than $0.1 million over the initial term of the agreements.

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Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion together with the financial statements and the notes thereto included elsewhere in this report. This discussion contains forward-looking statements that are based on current expectations, estimates and projections about our business and operations. The cautionary statements made in this report should be read as applying to all related forward-looking statements wherever they appear in this report. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors, including those we discuss under Part I, Item 1A. "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2015 (" 2015 Form 10-K") and elsewhere in this report. You should read "Risk Factors" and "Forward-Looking Statements" in this report. In this quarterly report, all references to "WNRL," "the Partnership," "we," "us," and "our" or like terms refer to Western Refining Logistics, LP and its consolidated subsidiaries, unless the context otherwise requires or where otherwise indicated. References to "Western" refer to Western Refining, Inc.

Overview
WNRL is a Delaware master limited partnership that commenced operations in October 2013. Western Refining Logistics GP, LLC ("WRGP"), our general partner, holds all of the non-economic general partner interests in WNRL and is owned 100% by Western.
WNRL is principally a fee-based, growth-oriented partnership that owns, operates, develops and acquires logistics and related assets and businesses including terminals, storage tanks, pipelines and other logistics assets related to the terminalling, transportation, storage and distribution of crude oil and refined products. WNRL's assets and operations include 685 miles of pipelines, 8.4 million barrels ("bbls") of active storage capacity, distribution of wholesale petroleum products and crude oil trucking.
On May 16, 2016, we entered into an underwriting agreement relating to the issuance and sale by the Partnership of 3,750,000 common units representing limited partner interests in the Partnership. The closing of the offering occurred on May 20, 2016. We also granted the underwriter an option to purchase up to 562,500 additional common units on the same terms, that was exercised and closed on June 1, 2016.
On October 30, 2015, WNRL acquired a segment of the TexNew Mex Pipeline system from Western that extends from our crude oil station in Star Lake, New Mexico, in the Four Corners region to our T station in Eddy County, New Mexico (the " TexNew Mex Pipeline System "). We also acquired an 80,000 barrel crude oil storage tank located at our crude oil pumping station in Star Lake, New Mexico and certain other related assets (" TexNew Mex Pipeline Acquisition "). We acquired these assets in exchange for $170 million in cash, 421,031 common units representing limited partner interests in WNRL and 80,000 units of a newly created class of limited partner interests in WNRL, referred to as the "TexNew Mex Units." This purchase was between entities under common control. See Note 3, Acquisitions , in the Notes to Condensed Consolidated Financial Statements for further discussion.
We recorded the purchase of the TexNew Mex Pipeline System assets at Western's historical book value. U.S. generally accepted accounting principles ("GAAP") require that we treat this purchase as a transaction between entities under common control. We have retrospectively adjusted the financial information for WNRL, to include the historical results of the assets acquired, for periods prior to the effective date of the transaction.
Major Influences on Results of Operations
Supply and Demand for Crude Oil and Refined Products. We generate a significant portion of our revenues under fee-based agreements with Western. These contracts generally provide for stable and predictable cash flows and limit our direct exposure to commodity price fluctuations related to the loss allowance provisions in our commercial agreements. We typically do not have exposure to variability in the prices of the hydrocarbons and other products we handle on Western's behalf, although these risks indirectly influence our activities and results of operations over the long term because of their impact on Western's operations. Our terminal throughput volumes depend primarily on the volume of refined and other products produced at Western’s refineries that, in turn, is ultimately dependent on Western’s refining margins.
Refining margins depend on both the price of crude oil or other feedstock and the price of refined products. Factors affecting the prices of petroleum based commodities include supply and demand in crude oil, gasoline and other refined products. Supply and demand for these products depend on changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, production levels, logistics constraints, availability of imports, marketing of competitive fuels, crude oil price differentials and government regulation.
A significant portion of our wholesale fuel sales and all of our lubricants sales are to third-party customers. We purchase substantially all of our fuel from Western on the same day that we sell it, which minimizes our exposure to commodity price

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fluctuations. The margins we earn on these sales are dependent on a number of factors that are outside of our control, including the overall supply of refined products and lubricants in the regions that we serve as well as the demand for these products by our customers. Among other factors, the margins we earn through these activities would likely be adversely impacted in the event of excess supply of refined products or lubricants and corresponding customer demand that is below historical norms. These supply and demand dynamics are subject to day-to-day variability and may result in volatility in the margins that our wholesale business achieves. Extended periods of market conditions that result in earning margins that are lower than anticipated could adversely affect our financial condition, results of operations and cash flows.
Acquisition Opportunities. We may acquire additional logistics assets from Western or third parties. Under our omnibus agreement, subject to certain exceptions, we have rights of first offer on certain logistics assets owned by Western to the extent Western decides to sell, transfer or otherwise dispose of any of those assets. We also have rights of first offer to acquire additional logistics assets in the Permian Basin or the Four Corners area that Western may construct or acquire in the future. We plan to pursue strategic asset acquisitions from third parties to the extent such acquisitions complement our or Western’s existing asset base or provide attractive potential returns in new areas within our geographic footprint. We believe that we are well-positioned to acquire logistics assets from Western and third parties should such opportunities arise. Identifying and executing acquisitions is a key part of our strategy. If we do not make acquisitions on economically acceptable terms, our future growth will be limited and the acquisitions we do make may reduce, rather than increase, our cash available for distribution. These acquisitions could also affect the comparability of our results from period to period. We expect to fund future growth capital expenditures primarily from a combination of cash-on-hand, borrowings under our Revolving Credit Facility and the issuance of additional equity or debt securities. To the extent we issue additional units to fund future acquisitions or discretionary capital expenditures, the payments of distributions on those additional units may increase the risk that we will be unable to maintain or increase our per unit distribution level.
Factors Affecting the Comparability of Our Financial Results
Revenues generated and reported by the TexNew Mex Pipeline System , prior to the TexNew Mex Pipeline Acquisition , were minimal and were for amounts required to be recorded for Western for regulatory reporting. We did not record intercompany revenues related to the operation of the TexNew Mex Pipeline System and related assets for the benefit of Western prior to the TexNew Mex Pipeline Acquisition .
Critical Accounting Policies and Estimates
We prepare our financial statements in conformity with GAAP. In order to apply these principles, we must make judgments, assumptions and estimates based on the best available information at the time. Actual results may differ based on the continuing development of the information utilized and subsequent events, some of which we may have little or no control over. Our critical accounting policies could materially affect the amounts recorded in our financial statements. Our critical accounting policies, estimates and recent accounting pronouncements that potentially impact us are discussed in detail under Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2015 Form 10-K.
Recent Accounting Pronouncements. From time to time, new accounting pronouncements are issued by various standard setting bodies that may have an impact on our accounting and reporting. We are currently evaluating the effect that certain of these new accounting requirements may have on our accounting and related reporting and disclosures in our condensed consolidated financial statements. For further discussion on recent accounting pronouncements, see Note 2, Basis of Presentation and Significant Accounting Policies , in the Notes to Condensed Consolidated Financial Statements included in this quarterly report.
How We Evaluate Our Operations
Our management uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability and include but are not limited to pipeline throughput and terminal volumes; wholesale volumes and margins; operating and maintenance expenses; EBITDA and distributable cash flow.
Logistics Volumes. The amount of revenue we generate depends on the volumes of crude oil and refined and other products that we handle with our pipeline and gathering operations and our terminalling, transportation and storage assets. These volumes are primarily affected by the supply of and demand for crude oil, refined products and asphalt in the markets served directly or indirectly by our assets. Although Western has committed to minimum volumes under our commercial agreements, we expect over time that Western will ship volumes in excess of its minimum volume commitment on our pipeline and gathering systems and will terminal volumes in excess of its minimum volume commitments at our terminals. Our results of operations will be impacted by whether or not Western ships and terminals such incremental volumes and by the amount of volumes we handle for third parties.

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Table of Contents

Wholesale Volumes and Margins. Revenues, earnings and cash flows from our wholesale business are primarily affected by sales volumes and margins for gasoline, diesel fuel and lubricants sold and crude oil and asphalt trucking volumes. We primarily use fuel margin per gallon and fuel gallons sold to evaluate the operating results of the wholesale segment. Our fuel margin per gallon is not generally correlated with changes in absolute price per gallon. Sales volumes of gasoline, diesel fuel and lubricants are affected primarily by demand and competition. Crude oil trucking volumes can fluctuate based on local production, competition and demand. Refined product margins are equal to the sales price, net of discounts, less total cost of sales and are measured on a cents per gallon basis. Factors that influence margins include local supply, demand and competition, and the impact to margin of our commercial agreements with Western.
Operating and Maintenance Expenses. Our management seeks to maximize the profitability of our operations by effectively managing operating and maintenance expenses. These expenses primarily consist of labor and employee expenses, lease costs, utility costs, cost of insurance, maintenance materials, supplies, repairs and related expenses and property taxes. These expenses generally remain relatively stable across broad ranges of throughput volumes but can fluctuate from period to period depending on the level of maintenance related activities performed during that period and the timing of such expenses.
Our maintenance costs are generally cyclical in nature. Our terminal facilities are subject to recurring maintenance for normal wear and related maintenance costs are generally consistent from period to period. Our routine service cycle for tank inspections and maintenance at our storage facilities is generally every 10 years. Our pipelines are also subject to routine periodic inspections and maintenance. When a storage tank change in service occurs, maintenance costs will generally be greater due to increased costs of tank cleaning and hazardous material disposal. The cost of our maintenance is dependent upon the level of repairs deemed necessary as a result of the inspection of the specific asset. We manage our maintenance expenditures on our pipelines, terminals, truck fleet and other distribution assets by scheduling maintenance over time to avoid significant variability and minimize impact on our cash flows.
Results of Operations
The following tables summarize our consolidated and operating segment financial data and key operating statistics for the three and six months ended June 30, 2016 and 2015 , respectively. The following data should be read in conjunction with our condensed consolidated financial statements and the notes thereto included elsewhere in this quarterly report.
The assets acquired in the TexNew Mex Pipeline Acquisition are reflected at Western's historical book value as the purchase was a transaction between entities under common control. We have retrospectively adjusted the financial information for WNRL to include the historical results of the TexNew Mex Pipeline System assets acquired for periods prior to the effective date of the acquisition.
Our operations are organized into two operating segments based on marketing criteria and the nature of our products and services and our types of customers. These segments are logistics and wholesale. See Note 4, Segment Information , in the Notes to Condensed Consolidated Financial Statements for further discussion.

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Consolidated
Three Months Ended June 30, 2016 , Compared to the Three Months Ended June 30, 2015
 
Three Months Ended
 
June 30,
 
2016
 
2015
 
Change
 
(In thousands, except per unit data)
Revenues:
 
 
 
 
 
Fee based:
 
 
 
 
 
Affiliate
$
53,965

 
$
47,465

 
$
6,500

Third-party
677

 
679

 
(2
)
Sales based:
 
 
 
 
 
Affiliate
126,525

 
164,576

 
(38,051
)
Third-party
397,435

 
523,184

 
(125,749
)
Total revenues
578,602

 
735,904

 
(157,302
)
Operating costs and expenses:
 

 
 

 
 

Cost of products sold:
 
 
 
 
 
Affiliate
123,870

 
162,191

 
(38,321
)
Third-party
380,386

 
501,835

 
(121,449
)
Operating and maintenance expenses
37,574

 
38,058

 
(484
)
Selling, general and administrative expenses
5,758

 
6,279

 
(521
)
Gain on disposal of assets, net
(802
)
 
(160
)
 
(642
)
Depreciation and amortization
7,325

 
6,670

 
655

Total operating costs and expenses
554,111

 
714,873

 
(160,762
)
Operating income
24,491

 
21,031

 
3,460

Other income (expense):
 
 
 
 
 
Interest and debt expense
(6,414
)
 
(6,248
)
 
(166
)
Other, net
14

 
18

 
(4
)
Net income before income taxes
18,091

 
14,801

 
3,290

Provision for income taxes
(217
)
 
(148
)
 
(69
)
Net income
17,874

 
14,653

 
3,221

Net income attributable to General Partner
—

 
(1,262
)
 
1,262

Net income attributable to limited partners
$
17,874

 
$
15,915

 
$
1,959

 
 
 
 
 
 
Net income per limited partner unit:
 
 
 
 
 
Common - basic
$
0.33

 
$
0.34

 
$
(0.01
)
Common - diluted
0.33

 
0.34

 
(0.01
)
Subordinated - basic and diluted
0.36

 
0.34

 
0.02

 
 
 
 
 
 
Weighted-average limited partner units outstanding:
 
 
 
 
 
Common - basic
26,409

 
24,017

 
2,392

Common - diluted
26,427

 
24,051

 
2,376

Subordinated - basic and diluted
22,811

 
22,811

 
—


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Three Months Ended
 
June 30,
 
2016
 
2015
 
Change
 
(In thousands)
Cash Flow Data
 
 
 
 
 
Net cash provided by (used in):
 
 
 
 
 
Operating activities
$
34,209

 
$
15,400

 
$
18,809

Investing activities
(7,470
)
 
(14,673
)
 
7,203

Financing activities
(37,830
)
 
(10,349
)
 
(27,481
)
Capital expenditures
$
8,328

 
$
14,846

 
$
(6,518
)
Other Data
 
 
 
 
 
EBITDA (1)
$
31,830

 
$
27,048

 
$
4,782

Distributable cash flow (1)
25,090

 
17,440

 
7,650

(1)
EBITDA and Distributable Cash Flow are non-GAAP performance measures that we believe are useful in evaluating performance as a general indication of, among other things, our operating performance and the ability of our assets to generate sufficient cash to make distributions to our unitholders. We present an explanation and reconciliation to the nearest comparable GAAP measure in the section titled EBITDA and Distributable Cash Flows herein.

Gross Profit. Gross profit is a non-GAAP performance measure that we calculate as total revenues, net of excise taxes, less cost of products sold, exclusive of depreciation and amortization, as follows:
 
Three Months Ended
 
June 30,
 
2016
 
2015
 
Change
 
(In thousands)
Net sales
$
578,602

 
$
735,904

 
$
(157,302
)
Cost of products sold (exclusive of depreciation and amortization)
504,256

 
664,026

 
(159,770
)
Gross profit
$
74,346

 
$
71,878

 
$
2,468

Gross profit increased by $2.5 million primarily due to increased fee based revenue of $6.8 million resulting from greater mainline movement volumes compared to 2015. Increased revenues of $2.0 million from new asphalt hauling activity by truck also contributed to the increase. These increases were partially offset by decreased wholesale fuel margins of $3.8 million , lower revenue of $2.0 million associated with crude oil gathering activity by truck and a $1.1 million decrease in margin from lubricant sales. Wholesale sales based revenues decreased due to a lower average price per gallon sold in the three months ended June 30, 2016 of $1.60 compared to $2.08 for the three months ended June 30, 2015 .
Operating and Maintenance Expenses. Operating and maintenance expenses decreased primarily due to lower maintenance expense ( $1.3 million ) and operating material and supplies ( $0.4 million ), partially offset by higher employee expenses ( $0.8 million ) resulting from an increase in the number of drivers in our truck fleet and outside support services ( $0.5 million ) due to in-line inspections for pipeline segments and various tank repairs.
Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased primarily due to decreased professional and legal services ( $0.6 million ) related to expenses associated with acquisition activities during the prior period.
Gain on disposal of assets, net . The increase in gain on disposal of assets, net was primarily due to the sale of assets related to our lubricant sales activities in California during the current period.
Depreciation and Amortization. Depreciation and amortization increased due to the ongoing expansion of our Delaware Basin and Four Corners logistics systems.
Interest and Debt Expense. The increase in interest expense from prior periods was attributable to interest incurred through our borrowings under the Revolving Credit Facility during the current period.


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Six Months Ended June 30, 2016 , Compared to the Six Months Ended June 30, 2015
 
Six Months Ended
 
June 30,
 
2016
 
2015
 
Change
 
(In thousands, except per unit data)
Revenues:
 
 
 
 
 
Fee based:
 
 
 
 
 
Affiliate
$
105,893

 
$
92,943

 
$
12,950

Third-party
1,367

 
1,302

 
65

Sales based:
 
 
 
 
 
Affiliate
224,054

 
297,347

 
(73,293
)
Third-party
715,327

 
951,708

 
(236,381
)
Total revenues
1,046,641

 
1,343,300

 
(296,659
)
Operating costs and expenses:
 

 
 

 
 

Cost of products sold:
 
 
 
 
 
Affiliate
219,019

 
292,699

 
(73,680
)
Third-party
680,827

 
913,028

 
(232,201
)
Operating and maintenance expenses
76,475

 
74,429

 
2,046

Selling, general and administrative expenses
10,823

 
12,234

 
(1,411
)
Gain on disposal of assets, net
(901
)
 
(244
)
 
(657
)
Depreciation and amortization
14,469

 
12,562

 
1,907

Total operating costs and expenses
1,000,712

 
1,304,708

 
(303,996
)
Operating income
45,929

 
38,592

 
7,337

Other income (expense):
 
 
 
 
 
Interest and debt expense
(13,466
)
 
(10,212
)
 
(3,254
)
Other, net
(104
)
 
35

 
(139
)
Net income before income taxes
32,359

 
28,415

 
3,944

Provision for income taxes
(478
)
 
(351
)
 
(127
)
Net income
31,881

 
28,064

 
3,817

Less net loss attributable to General Partner
—

 
(3,174
)
 
3,174

Net income attributable to limited partners
$
31,881

 
$
31,238

 
$
643

 
 
 
 
 
 
Net income per limited partner unit:
 
 
 
 
 
Common - basic
$
0.61

 
$
0.66

 
$
(0.05
)
Common - diluted
0.61

 
0.66

 
(0.05
)
Subordinated - basic and diluted
0.64

 
0.66

 
(0.02
)
 
 
 
 
 
 
Weighted-average limited partner units outstanding:
 
 
 
 
 
Common - basic
25,429

 
24,001

 
1,428

Common - diluted
25,441

 
24,023

 
1,418

Subordinated - basic and diluted
22,811

 
22,811

 
—


27

Table of Contents

 
Six Months Ended
 
June 30,
 
2016
 
2015
 
Change
 
(In thousands)
Cash Flow Data
 
 
 
 
 
Net cash provided by (used in):
 
 
 
 
 
Operating activities
$
58,999

 
$
48,132

 
$
10,867

Investing activities
(13,592
)
 
(41,200
)
 
27,608

Financing activities
(72,450
)
 
17,320

 
(89,770
)
Capital expenditures
$
14,569

 
$
41,490

 
$
(26,921
)
Other Data
 
 
 
 
 
EBITDA (1)
$
60,294

 
$
51,276

 
$
9,018

Distributable cash flow (1)
47,618

 
39,209

 
8,409

(1)
EBITDA and Distributable Cash Flow are non-GAAP performance measures that we believe are useful in evaluating performance as a general indication of, among other things, our operating performance and the ability of our assets to generate sufficient cash to make distributions to our unitholders. We present an explanation and reconciliation to the nearest comparable GAAP measure in the section titled EBITDA and Distributable Cash Flows herein.

Gross Profit. Gross profit is a non-GAAP performance measure that we calculate as total revenues, net of excise taxes, less cost of products sold, exclusive of depreciation and amortization, as follows:
 
Six Months Ended
 
June 30,
 
2016
 
2015
 
Change
 
(In thousands)
Net sales
$
1,046,641

 
$
1,343,300

 
$
(296,659
)
Cost of products sold (exclusive of depreciation and amortization)
899,846

 
1,205,727

 
(305,881
)
Gross profit
$
146,795

 
$
137,573

 
$
9,222

WNRL's gross profit increased by $9.2 million primarily due to increased fee based revenue of $13.0 million resulting from greater mainline movement volumes compared to 2015. Increased revenue of $3.7 million from new asphalt hauling activity by truck also contributed to the increase. These increases were partially offset by decreased wholesale fuel margins of $3.2 million , lower revenue of $3.3 million associated with crude oil gathering activity by truck and a $1.8 million decrease in margin from lubricant sales. Wholesale sales based revenues decreased due to a lower average price per gallon sold in the first six months of 2016 of $1.41 compared to $1.90 for the first six months of 2015 .
Operating and Maintenance Expenses. Operating and maintenance expenses increased primarily due to higher outside support services ( $2.2 million ) due to in-line inspections for pipeline segments and various tank repairs and higher employee expenses ( $1.9 million ) resulting from an increase in the number of drivers in our truck fleet, partially offset by decreased chemical expense ( $0.7 million ) specifically due to chemical additives used in the pipeline transportation process and by lower fuel expense for our transportation department ( $0.9 million ).
Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased primarily due to decreased professional and legal services ( $0.8 million ) related to acquisitions and corresponding debt transactions and other taxes ( $0.3 million ).
Gain on disposal of assets, net . The increase in gain on disposal of assets, net was primarily due to the sale of assets related to our lubricant sales activities in California during the current period.
Depreciation and Amortization. Depreciation and amortization increased due to assets capitalized in the TexNew Mex Pipeline Acquisition and ongoing expansion of our Delaware Basin and Four Corners logistics systems.
Interest and Debt Expense. The increase in interest expense from prior periods was attributable to interest incurred through our issuance of $300.0 million of the WNRL 2023 Senior Notes during the first quarter of 2015 and borrowings under the Revolving Credit Facility during the current period.

28

Table of Contents

EBITDA and Distributable Cash Flows
We define EBITDA as earnings before interest and debt expense, provision for income taxes and depreciation and amortization. We define Distributable Cash Flow as EBITDA plus the change in deferred revenues, less debt interest accruals, income taxes paid, maintenance capital expenditures and distributions declared on our TexNew Mex units. The GAAP performance measure most directly comparable to EBITDA is net income. The GAAP liquidity measure most directly comparable to EBITDA and distributable cash flow is net cash provided by operating activities. These non-GAAP financial measures should not be considered alternatives to GAAP net income or net cash provided by operating activities.
EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
•
EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
•
EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;
•
EBITDA does not reflect changes in, or cash requirements for, our working capital needs; and
•
EBITDA, as we calculate it, may differ from the EBITDA calculations of our affiliates or other companies in our industry, thereby limiting its usefulness as a comparative measure.
EBITDA and Distributable Cash Flow are used as supplemental financial measures by management and by external users of our financial statements, such as investors and commercial banks, to assess:
•
our operating performance as compared to those of other companies in the midstream energy industry, without regard to financial methods, historical cost basis or capital structure;
•
the ability of our assets to generate sufficient cash to make distributions to our unitholders;
•
our ability to incur and service debt and fund capital expenditures; and
•
the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
Distributable Cash Flow is a standard used by the investment community with respect to publicly traded partnerships because the value of a partnership unit is, in part, measured by its yield. Yield is based on the amount of cash distributions a partnership can pay to a unitholder. Although distributable cash flow is a liquidity measure, it is presented in this reconciliation to net income as supplemental information.
We believe that the presentation of these non-GAAP measures provides useful information to investors in assessing our financial condition and results of operations. These non-GAAP measures should not be considered as alternatives to net income or any other measure of financial performance presented in accordance with GAAP. EBITDA excludes some, but not all, items that affect net income attributable to limited partners. These non-GAAP measures may vary from those of other companies. As a result, EBITDA and Distributable Cash Flow as presented herein may not be comparable to similarly titled measures of other companies.
The calculation of EBITDA and Distributable Cash Flow includes the results of operations for the TexNew Mex Pipeline System for the three and six months ended June 30, 2016 . The results of operations for the TexNew Mex Pipeline System are excluded from the EBITDA and Distributable Cash Flow calculations for the comparable periods in the prior year because a retrospective adjustment of these performance measures is not a representative measure of performance results.

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Table of Contents

The following tables reconcile net income attributable to limited partners to EBITDA and Distributable Cash Flow for the three and six months ended June 30, 2016 and 2015 , respectively.
 
Three Months Ended
 
June 30,
 
2016
 
2015
 
Change
 
(In thousands)
Net income attributable to limited partners
$
17,874

 
$
15,915

 
$
1,959

Interest and debt expense
6,414

 
6,248

 
166

Provision for income taxes
217

 
148

 
69

Depreciation and amortization
7,325

 
4,737

 
2,588

EBITDA
31,830

 
27,048

 
4,782

 
 
 
 
 
 
Change in deferred revenues
1,446

 
1,215

 
231

Interest accruals
(6,072
)
 
(8,908
)
 
2,836

Income taxes paid
(64
)
 
(580
)
 
516

Maintenance capital expenditures
(2,050
)
 
(2,117
)
 
67

Distributions on TexNew Mex Units
—

 
—

 
—

Other
—

 
782

 
(782
)
Distributable cash flow
$
25,090

 
$
17,440

 
$
7,650

 
 
 
 
 
 
Minimum quarterly distribution
$
14,840

 
$
13,463

 
$
1,377


 
Six Months Ended
 
June 30,
 
2016
 
2015
 
Change
 
(In thousands)
Net income attributable to limited partners
$
31,881

 
$
31,238

 
$
643

Interest and debt expense
13,466

 
10,212

 
3,254

Provision for income taxes
478

 
351

 
127

Depreciation and amortization
14,469

 
9,475

 
4,994

EBITDA
60,294

 
51,276

 
9,018

 
 
 
 
 
 
Change in deferred revenues
3,678

 
2,447

 
1,231

Interest accruals
(12,781
)
 
(9,633
)
 
(3,148
)
Income taxes paid
(94
)
 
(581
)
 
487

Maintenance capital expenditures
(3,479
)
 
(5,082
)
 
1,603

Distributions on TexNew Mex Units
—

 
—

 
—

Other
—

 
782

 
(782
)
Distributable cash flow
$
47,618

 
$
39,209

 
$
8,409

 
 
 
 
 
 
Minimum quarterly distribution
$
28,438

 
$
26,926

 
$
1,512


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Table of Contents

Logistics Segment
Three Months Ended June 30, 2016 , Compared to the Three Months Ended June 30, 2015
 
Three Months Ended
 
June 30,
 
2016
 
2015
 
Change
 
(In thousands, except key operating statistics)
Statement of Operations Data:
 
 
 
 
 
Fee based revenues:
 
 
 
 
 
Affiliate
$
43,053

 
$
36,279

 
$
6,774

Third-party
677

 
679

 
(2
)
Total revenues
43,730

 
36,958

 
6,772

Operating costs and expenses:
 

 
 

 
 
Operating and maintenance expenses
18,317

 
18,506

 
(189
)
General and administrative expenses
548

 
886

 
(338
)
Gain on disposal of assets, net
(5
)
 
—

 
(5
)
Depreciation and amortization
6,119

 
5,563

 
556

Total operating costs and expenses
24,979

 
24,955

 
24

Operating income
$
18,751

 
$
12,003

 
$
6,748

Key Operating Statistics:
 
 
 
 
 
Pipeline and gathering (bpd):
 
 
 
 
 
Mainline movements (1):
 
 
 
 
 
Permian/Delaware Basin system
55,953

 
43,873

 
12,080

Four Corners system
58,047

 
51,486

 
6,561

TexNew Mex system
10,375

 
3,398

 
6,977

Gathering (truck offloading):
 
 
 
 
 
Permian/Delaware Basin system
17,823

 
24,019

 
(6,196
)
Four Corners system
11,133

 
12,950

 
(1,817
)
Pipeline Gathering and Injection system:
 
 
 
 
 
Permian/Delaware Basin system
11,302

 
5,911

 
5,391

Four Corners system
27,225

 
22,081

 
5,144

TexNew Mex system
343

 
—

 
343

Tank storage capacity (bbls) (2)
845,514

 
619,893

 
225,621

Terminalling, transportation and storage:
 
 
 
 
 
Shipments into and out of storage (bpd) (includes asphalt)
393,037

 
389,220

 
3,817

Terminal storage capacity (bbls) (2)
7,385,543

 
7,482,152

 
(96,609
)
(1)
Some barrels of crude oil in route to Western's Gallup refinery and Permian/Delaware Basin are transported on more than one of our mainlines. Mainline movements for the Four Corners and Delaware Basin systems include each barrel transported on each mainline. During the second quarter of 2015, we began shipping crude oil from the Four Corners system, through the TexNew Mex Pipeline System, to the Permian/Delaware system.
(2)
Storage shell capacities represent weighted-average capacities for the periods indicated.
Fee Based Revenues. Our revenues were generated from third-party contracts and commercial agreements with Western. On July 1, 2015, we increased certain pipeline, terminal and other service fee rates with such increases ranging from 1.9% for terminal, storage and trucking activities to 4.6% for crude oil pipeline shipments based on annual fee escalators included in our commercial agreements with Western. These increases collectively accounted for a $0.4 million increase in fee based revenues period over period. In addition, increased utilization of our Permian Basin assets (comprised of an additional 12,080 barrels per day ("bpd")) resulted in a $1.2 million increase in fees over the prior period, and increased volumes handled by our Four

31

Table of Contents

Corners system assets (comprised of an additional 6,561 bpd), resulted in a $1.5 million increase in fees period over period. The TexNew Mex Pipeline System, that commenced operations in April 2015, resulted in a $2.9 million increase in fees in 2016.
Operating and Maintenance Expenses. Operating and maintenance expenses decreased primarily due to maintenance expense ( $1.1 million ) and chemical expense ( $0.4 million ) specifically related to chemical additives used in the pipeline transportation process, partially offset by increased employee expenses ( $0.8 million ) and outside support services ( $0.6 million ) due to in-line inspections of certain pipeline segments and various tank repairs.
General and Administrative Expenses. General and administrative expenses decreased primarily due to decreased indirect charges allocated from Western ( $0.4 million ).
Depreciation and Amortization. Depreciation and amortization increased due to the ongoing expansion of our Delaware Basin and Four Corners logistics systems.
Six Months Ended June 30, 2016 , Compared to the Six Months Ended June 30, 2015
 
Six Months Ended
 
June 30,
 
2016
 
2015
 
Change
 
(In thousands, except key operating statistics)
Statement of Operations Data:
 
 
 
 
 
Fee based revenues:
 
 
 
 
 
Affiliate
$
83,969

 
$
71,054

 
$
12,915

Third-party
1,367

 
1,302

 
65

Total revenues
85,336

 
72,356

 
12,980

Operating costs and expenses:
 

 
 

 
 
Operating and maintenance expenses
39,317

 
36,758

 
2,559

General and administrative expenses
1,263

 
1,865

 
(602
)
Gain on disposal of assets, net
(5
)
 
—

 
(5
)
Depreciation and amortization
12,080

 
10,378

 
1,702

Total operating costs and expenses
52,655

 
49,001

 
3,654

Operating income
$
32,681

 
$
23,355

 
$
9,326

Key Operating Statistics:
 
 
 
 
 
Pipeline and gathering (bpd):
 
 
 
 
 
Mainline movements (1):
 
 
 
 
 
Permian/Delaware Basin system
52,719

 
40,213

 
12,506

Four Corners system
55,257

 
48,679

 
6,578

TexNew Mex system
11,460

 
1,708

 
9,752

Gathering (truck offloading):
 
 
 
 
 
Permian/Delaware Basin system
19,178

 
23,316

 
(4,138
)
Four Corners system
11,947

 
11,812

 
135

Pipeline Gathering and Injection system:
 
 
 
 
 
Permian/Delaware Basin system
9,594

 
3,775

 
5,819

Four Corners system
25,831

 
21,327

 
4,504

TexNew Mex system
171

 
—

 
171

Tank storage capacity (bbls) (2)
836,858

 
620,198

 
216,660

Terminalling, transportation and storage:
 
 
 
 
 
Shipments into and out of storage (bpd) (includes asphalt)
390,647

 
390,263

 
384

Terminal storage capacity (bbls) (2)
7,385,543

 
7,486,337

 
(100,794
)

32

Table of Contents

(1)
Some barrels of crude oil in route to Western's Gallup refinery and Permian/Delaware Basin are transported on more than one of our mainlines. Mainline movements for the Four Corners and Delaware Basin systems include each barrel transported on each mainline. During the second quarter of 2015, we began shipping crude oil from the Four Corners system, through the TexNew Mex Pipeline System, to the Permian/Delaware system.
(2)
Storage shell capacities represent weighted-average capacities for the periods indicated.
Fee Based Revenues. Our revenues were generated from third-party contracts and commercial agreements with Western. On July 1, 2015, we increased certain pipeline, terminal and other service fee rates with such increases ranging from 1.9% for terminal, storage and trucking activities to 4.6% for crude oil pipeline shipments based on annual fee escalators included in our commercial agreements with Western. These increases collectively accounted for a $0.7 million increase in fee based revenues period over period. In addition, increased utilization of our Permian Basin assets (comprised of an additional 12,506 bpd) resulted in a $2.5 million increase in fees over the prior period and increased volumes handled by our Four Corners system assets (comprised of an additional 6,578 bpd), resulted in a $2.2 million increase in fees period over period. The TexNew Mex Pipeline System, that commenced operations in April 2015, resulted in a $8.1million increase in fees in 2016.
Operating and Maintenance Expenses. Operating and maintenance expenses increased primarily due to outside support services ( $2.1 million ) due to in-line inspections of certain pipeline segments and various tank repairs, increased employee expenses ( $1.5 million ) and increased environmental expenses ( $0.5 million ), partially offset by decreased maintenance expense ( $1.4 million ).
General and Administrative Expenses. General and administrative expenses decreased primarily due to decreased indirect charges allocated from Western ( $0.4 million ) and other taxes ( $0.3 million ).
Depreciation and Amortization. Depreciation and amortization increased due to assets capitalized in the TexNew Mex Pipeline Acquisition and the ongoing expansion of our Delaware Basin and Four Corners logistics systems.

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Table of Contents

Wholesale Segment
Three Months Ended June 30, 2016 , Compared to the Three Months Ended June 30, 2015
 
Three Months Ended
 
June 30,
 
2016
 
2015
 
Change
 
(In thousands, except key operating stats)
Statement of Operations Data:
 
 
 
 
 
Fee based revenues (1):
 
 
 
 
 
Affiliate
$
10,912

 
$
11,186

 
$
(274
)
Sales based revenues (1):
 
 
 
 
 
Affiliate
126,525

 
164,576

 
(38,051
)
Third-party
397,435

 
523,184

 
(125,749
)
Total revenues
534,872

 
698,946

 
(164,074
)
Operating costs and expenses:
 

 
 

 
 

Cost of products sold:
 
 
 
 
 
Affiliate
123,870

 
162,191

 
(38,321
)
Third-party
380,386

 
501,835

 
(121,449
)
Operating and maintenance expenses
19,257

 
19,552

 
(295
)
General and administrative expenses
2,153

 
2,250

 
(97
)
Gain on disposal of assets, net
(797
)
 
(160
)
 
(637
)
Depreciation and amortization
1,206

 
1,107

 
99

Total operating costs and expenses
526,075

 
686,775

 
(160,700
)
Operating income
$
8,797

 
$
12,171

 
$
(3,374
)
Key Operating Statistics:
 
 
 
 
 
Fuel gallons sold (in thousands)
311,486

 
310,811

 
675

Fuel gallons sold to retail (included in fuel gallons sold above) (in thousands)
83,721

 
79,023

 
4,698

Fuel margin per gallon (2)
$
0.025

 
$
0.037

 
$
(0.012
)
Lubricant gallons sold (in thousands)
1,846

 
3,014

 
(1,168
)
Lubricant margin per gallon (3)
$
0.89

 
$
0.78

 
$
0.11

Asphalt trucking volume (bpd)
4,876

 
—

 
4,876

Crude oil trucking volume (bpd)
42,092

 
48,992

 
(6,900
)
Average crude oil revenue per barrel
$
2.17

 
$
2.51

 
$
(0.34
)
(1)
All wholesale fee based revenues are generated through fees charged to Western's refining segment for truck transportation and delivery of crude oil and asphalt. Affiliate and third-party sales based revenues result from sales of refined products to Western and third-party customers at a delivered price that includes charges for product transportation.
(2)
Fuel margin per gallon is a measurement calculated by dividing the difference between fuel sales, net of transportation charges, and cost of fuel sales for our wholesale business by the number of gallons sold. Fuel margin per gallon is a measure frequently used in the petroleum products wholesale industry to measure operating results related to fuel sales.
(3)
Lubricant margin per gallon is a measurement calculated by dividing the difference between lubricant sales, net of transportation charges, and lubricant cost of products sold by the number of gallons sold. Lubricant margin is a measure frequently used in the petroleum products wholesale industry to measure operating results related to lubricant sales.

34

Table of Contents

Gross Margin. Gross margin is a non-GAAP performance measure that we calculate as total revenues, net of excise taxes, less cost of products sold, exclusive of depreciation and amortization, as follows:
 
Three Months Ended
 
June 30,
 
2016
 
2015
 
Change
 
(In thousands)
Net sales
$
534,872

 
$
698,946

 
$
(164,074
)
Cost of products sold (exclusive of depreciation and amortization)
504,256

 
664,026

 
(159,770
)
Gross margin
$
30,616

 
$
34,920

 
$
(4,304
)
We primarily use fuel margin per gallon and fuel gallons sold to evaluate the operating results of the wholesale segment. We believe this metric is more useful to investors than utilizing the absolute price per gallon and cost of product sold since fuel prices can be volatile and our fuel margin per gallon is not generally correlated with changes in absolute prices per gallon. Wholesale gross margin decreased $4.3 million quarter over quarter. Fuel margins accounted for $3.8 million of this decrease primarily due to a per gallon decrease in fuel margins of approximately $0.012 , partially offset by a 0.7 million gallon increase in total fuel sales. Decreased revenue of $2.0 million from crude oil gathering activity by truck and a $1.1 million decrease in margin from lubricant sales also contributed to the decreased gross margin, partially offset by increased revenue of $2.0 million period over period from new asphalt hauling activity by truck.
Operating and Maintenance Expenses. The decrease in operating and maintenance expenses was the result of lower fuel expense for our truck fleet ( $0.4 million ) offset by increased employee expense ( $0.1 million ).
Gain on disposal of assets, net . The increase in gain on disposal of assets, net was primarily due to the sale of assets related to our lubricant sales activities in California during the current period.
Depreciation and Amortization. Depreciation and amortization remained relatively unchanged period over period.

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Six Months Ended June 30, 2016 , Compared to the Six Months Ended June 30, 2015
 
Six Months Ended
 
June 30,
 
2016
 
2015
 
Change
 
(In thousands, except key operating stats)
Statement of Operations Data:
 
 
 
 
 
Fee based revenues (1):
 
 
 
 
 
Affiliate
$
21,924

 
$
21,889

 
$
35

Sales based revenues (1):
 
 
 
 
 
Affiliate
224,054

 
297,347

 
(73,293
)
Third-party
715,327

 
951,708

 
(236,381
)
Total revenues
961,305

 
1,270,944

 
(309,639
)
Operating costs and expenses:
 

 
 

 
 

Cost of products sold:
 
 
 
 
 
Affiliate
219,019

 
292,699

 
(73,680
)
Third-party
680,827

 
913,028

 
(232,201
)
Operating and maintenance expenses
37,158

 
37,671

 
(513
)
Selling, general and administrative expenses
4,058

 
4,446

 
(388
)
Gain on disposal of assets, net
(896
)
 
(244
)
 
(652
)
Depreciation and amortization
2,389

 
2,184

 
205

Total operating costs and expenses
942,555

 
1,249,784

 
(307,229
)
Operating income
$
18,750

 
$
21,160

 
$
(2,410
)
Key Operating Statistics:
 
 
 
 
 
Fuel gallons sold (in thousands)
626,429

 
614,242

 
12,187

Fuel gallons sold to retail (included in fuel gallons sold above) (in thousands)
163,562

 
154,286

 
9,276

Fuel margin per gallon (2)
$
0.027

 
$
0.032

 
$
(0.005
)
Lubricant gallons sold (in thousands)
4,047

 
5,971

 
(1,924
)
Lubricant margin per gallon (3)
$
0.78

 
$
0.72

 
$
0.06

Asphalt trucking volume (bpd)
3,875

 
—

 
3,875

Crude oil trucking volume (bpd)
38,801

 
46,037

 
(7,236
)
Average crude oil revenue per barrel
$
2.20

 
$
2.63

 
$
(0.43
)
(1)
All wholesale fee based revenues are generated through fees charged to Western's refining segment for truck transportation and delivery of crude oil and asphalt. Affiliate and third-party sales based revenues result from sales of refined products to Western and third-party customers at a delivered price that includes charges for product transportation.
(2)
Fuel margin per gallon is a measurement calculated by dividing the difference between fuel sales, net of transportation charges, and cost of fuel sales for our wholesale business by the number of gallons sold. Fuel margin per gallon is a measure frequently used in the petroleum products wholesale industry to measure operating results related to fuel sales.
(3)
Lubricant margin per gallon is a measurement calculated by dividing the difference between lubricant sales, net of transportation charges, and lubricant cost of products sold by the number of gallons sold. Lubricant margin is a measure frequently used in the petroleum products wholesale industry to measure operating results related to lubricant sales.

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Gross Margin. Gross margin is a non-GAAP performance measure that we calculate as total revenues, net of excise taxes, less cost of products sold, exclusive of depreciation and amortization, as follows:
 
Six Months Ended
 
June 30,
 
2016
 
2015
 
Change
 
(In thousands)
Net sales
$
961,305

 
$
1,270,944

 
$
(309,639
)
Cost of products sold (exclusive of depreciation and amortization)
899,846

 
1,205,727

 
(305,881
)
Gross margin
$
61,459

 
$
65,217

 
$
(3,758
)
We primarily use fuel margin per gallon and fuel gallons sold to evaluate the operating results of the wholesale segment. We believe this metric is more useful to investors than utilizing the absolute price per gallon and cost of product sold since fuel prices can be volatile and our fuel margin per gallon is not generally correlated with changes in absolute price per gallon. Wholesale gross margin decreased $3.8 million for the six months ended June 30, 2016 compared to the six months ended June 30, 2015 . Fuel margins accounted for $3.2 million of this decrease primarily due to a per gallon decrease in fuel margins of approximately $0.005 , partially offset by a 12.2 million gallon increase in total fuel sales. Decreased revenue of $3.3 million associated with crude oil gathering activity by truck and a $1.8 million decrease in margin from lubricant sales also contributed to the decreased gross margin, partially offset by increased revenue of $3.7 million period over period from new asphalt hauling activity by truck.
Operating and Maintenance Expenses. The decrease in operating and maintenance expenses was the result of lower fuel expense for our truck fleet ( $0.9 million ) offset by increased employee expense ( $0.4 million ).
Gain on disposal of assets, net . The increase in gain on disposal of assets, net was primarily due to the sale of assets related to our lubricant sales activities in California during the current period.
Depreciation and Amortization. Depreciation and amortization remained relatively unchanged period over period.
Outlook
We generate our operating revenues from our fee-based arrangements with Western, through sales of wholesale fuels to Western and third parties and through fees charged on crude oil and refined product transportation. Our operating results depend significantly on the volumes of crude oil and refined petroleum products that we transport through our pipelines and process through our terminals and transportation operations. The reliability of Western's refineries and the supply of and demand for crude oil and refined petroleum products in the regions that we serve each bear significant influence on our results of operations.
As of July 1, 2016 , our logistics segment has reduced the contractual rates on fees that it charges for pipeline transportation, storage and terminalling services based on a decrease of 3.3% in the Producer Price Index that governs the contractual rates that establish our fees. Moreover, crude oil production levels in the Four Corners region and in the Delaware Basin have experienced reduced growth rates due to lower industry average crude oil prices compared to recent historical averages. These reduced growth rates can have a corresponding impact on the growth of our overall pipeline and crude oil truck transportation volumes. These factors, both independently and on a combined basis could have an impact on our logistics segment results.
Our wholesale fuel margins are dependent on the contractual prices that we charge to Western and on margins that we realize from third-party customers. To date in the third quarter of 2016 , our wholesale fuel margins are improved relative to the average of $0.025 per gallon that we realized for the three months ended June 30, 2016 .
Liquidity and Capital Resources
At June 30, 2016 , we had cash and cash equivalents of $17.6 million . Our sources for liquidity include cash generated from operations, borrowings under our Revolving Credit Facility and the issuance of equity or debt securities. We funded the purchase of the TexNew Mex Pipeline System using $170 million in cash, including borrowings of $145 million under our Revolving Credit Facility and $25 million from cash on hand, the issuance of 421,031 common units representing limited partner interests in WNRL and 80,000 TexNew Mex Units.
On May 16, 2016, we entered into an underwriting agreement relating to the issuance and sale by the Partnership of 3,750,000 common units representing limited partner interests in the Partnership. The closing of the offering occurred on May 20, 2016. We also granted the underwriter an option to purchase up to 562,500 additional common units on the same terms, that

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was exercised and closed on June 1, 2016. We used the net proceeds generated from our equity offering to repay a portion of the outstanding balance on our Revolving Credit Facility during the period.
On February 11, 2015, we issued the $300.0 million WNRL 2023 Senior Notes and used the proceeds to repay the borrowings under our Revolving Credit Facility. During the first six months of 2016 , we have made no additional borrowings under our Revolving Credit Facility. We repaid $125.0 million of outstanding direct borrowings under our Revolving Credit Facility during the six months ended June 30, 2016 . The Revolving Credit Facility had availability of $279.3 million , net of $20.0 million in direct borrowings and $0.7 million in outstanding letters of credit at June 30, 2016 .
Our Revolving Credit Facility and the indenture governing our WNRL 2023 Senior Notes both contain covenants that limit or restrict our ability to make cash distributions. Under our Revolving Credit Facility, we are permitted to make cash distributions to our equity holders, including our general partner, but only up to the amount of available cash under our partnership agreement and so long as no default exists or will be caused by such distributions. Under the Revolving Credit Facility, we are also required to maintain certain financial ratios, each tested on a quarterly basis for the immediately preceding four quarter period. The indenture governing the WNRL 2023 Senior Notes also prohibits us from making cash distributions to our equity holders, unless no default has occurred or will be caused by such distributions and such distributions are less than the cap amount prescribed in the indenture. See Note 10, Debt , in the Notes to Condensed Consolidated Financial Statements for further discussion on our Revolving Credit Facility.
We currently have an effective universal shelf Registration Statement on Form S-3 that provides for the registration and sale of up to $1 billion of our or certain of our subsidiaries equity or debt securities. We may over time, and subject to market conditions, in one or more offerings, offer and sell any combination of the securities described in the prospectus. During the second quarter of 2016, an equity offering was completed pursuant to the shelf registration statement and resulted in reduced availability.
Our minimum quarterly distribution of $0.2875   per unit per quarter, or $1.15 per unit on an annualized basis, aggregates to $14.8 million per quarter and $59.4 million per year based on the current number of common and subordinated units outstanding. We do not have a legal obligation to pay this distribution. Any distributions are subject to compliance with the restrictions of our Revolving Credit Facility.
Our Second Amended and Restated Partnership Agreement sets forth the calculation to be used to determine the amount and priority of cash distributions that the common and subordinated unitholders, our General Partner as the holder of incentive distribution rights and Western as the holder of the TexNew Mex Units will receive. Our distributions are declared subsequent to quarter end. During the six months ended June 30, 2016 and 2015 , we declared and paid distributions that were in excess of the target distribution amounts set forth in our partnership agreement, resulting in distributions to our General Partner as the holder of incentive distribution rights. We made cash distributions to our General Partner of $0.9 million , $1.7 million , $0.1 million and $0.2 million for the three and six months ended June 30, 2016 and 2015 , respectively. Refer to Note 11, Equity , in the Notes to Condensed Consolidated Financial Statements for further information regarding incentive distribution rights.
The table below summarizes our 2016 quarterly distribution declarations, payments and scheduled payments through July 29, 2016 :
Declaration Date
 
Record Date
 
Payment Date
 
Distribution per Common and Subordinated Unit
February 1, 2016
 
February 11, 2016
 
February 26, 2016
 
$
0.3925

April 25, 2016
 
May 13, 2016
 
May 27, 2016
 
0.4025

July 26, 2016
 
August 12, 2016
 
August 26, 2016
 
0.4125

Total
 
$
1.2075


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Cash Flows
The following table sets forth our cash flows for the periods indicated:
 
Six Months Ended
 
June 30,
 
2016
 
2015
 
Change
 
(In thousands)
Net cash provided by operating activities
$
58,999

 
$
48,132

 
$
10,867

Net cash used in investing activities
(13,592
)
 
(41,200
)
 
27,608

Net cash provided by (used in) financing activities
(72,450
)
 
17,320

 
(89,770
)
Net change in cash and cash equivalents
$
(27,043
)
 
$
24,252

 
$
(51,295
)
The increase in net cash from operating activities period over period was primarily the result of changes in our working capital as disclosed in our Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015 . The change in third-party accounts receivable was due to an increase in wholesale third-party receivables. The change in accounts payable and accrued liabilities was primarily due to an increase in payables associated with accrued payroll expenses related to Western employee services.
Cash flows provided by operating activities for the six months ended June 30, 2016 combined with $92.5 million from the issuance of common units were primarily used to repay borrowings under our Revolving Credit Facility of $125.0 million , fund cash distributions to Western and to public holders of our common units of $26.9 million and $12.6 million , respectively, and fund capital expenditures of $14.6 million .
For the same period in 2015 , cash flows provided by operating activities combined with $300.0 million from the issuance of our WNRL 2023 Senior Notes were primarily used to repay the borrowings under our Revolving Credit Facility of $269.0 million , fund capital expenditures of $41.5 million , fund cash distributions to Western and to public holders of our common units of $21.2 million and $10.8 million , respectively, and pay deferred financing costs of $6.8 million .
Capital Expenditures
Our capital requirements have consisted of and are expected to continue to consist of maintenance related capital expenditures and discretionary capital expenditures. As of June 30, 2016 , we had cash and cash equivalents of $17.6 million , the majority of which is intended for use in planned growth projects. Maintenance capital expenditures include expenditures required to maintain equipment reliability, tankage and pipeline integrity and safety and to address environmental and other regulatory requirements. Discretionary capital expenditures include expenditures to acquire assets and expand existing facilities that increase throughput capacity of our pipelines and in our terminals or increase storage capacity at our storage facilities. For 2016 , we budgeted $16.4 million for maintenance capital projects and up to $29.5 million in discretionary growth projects. We rely primarily upon external financing sources, including borrowings under our Revolving Credit Facility and the issuance of debt and equity securities, to fund any significant future discretionary capital expenditures.
Contractual Obligations
We include a complete summary of our future contractual obligations and commercial commitments as of December 31, 2015 , in our 2015 Form 10-K under Part I, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Contractual Obligations.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Regulatory Matters
Our pipeline systems are subject to regulation by various federal, state and local agencies. Our interstate common carrier crude oil pipeline is subject to regulation by the Federal Energy Regulatory Commission ("FERC") under the Interstate Commerce Act (the “ICA”) and the Energy Policy Act of 1992 and the rules and regulations promulgated under those laws.
The FERC regulations require, among other things, that rates for interstate pipelines that transport crude oil and refined petroleum products and certain other liquids (collectively referred to as “petroleum pipelines”), be just and reasonable and must not be unduly discriminatory or confer any undue preference upon any shipper. The ICA also requires interstate common carrier petroleum pipelines to file with the FERC and publicly post tariffs stating their interstate transportation rates and terms and conditions of service and apply them uniformly to all shippers. Under the ICA, the FERC or interested persons may challenge

39

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existing or changed rates or services. If the FERC determines that a protested rate is unjust and unreasonable, the FERC may order refunds of amounts charged in excess of the just and reasonable rate. The FERC may also order a pipeline to change its rates, and may require a common carrier to pay shippers reparations for damages sustained for a period up to two years prior to the filing of a complaint.
We operate certain segments of our pipeline system pursuant to tariffs filed with the FERC. The FERC or a state commission could investigate our rates on its own initiative or at the urging of a third party. If our rate levels are investigated by the FERC or a state commission, the inquiry could result in a comparison of our rates to those charged by others or to an investigation of our costs. For several segments of our pipeline system, the FERC has granted us a temporary waiver of the filing and reporting requirements. These segments are still subject to the FERC’s jurisdiction under the ICA and we are still subject to the other requirements of the ICA. If the facts upon which the waiver was granted change materially (for example, if an unaffiliated third party seeks access to our pipelines), we are required to inform the FERC, which may result in revocation of the waiver.
We are also subject to regulation by the U.S. Department of Transportation (“DOT”) through safety standards and regulations promulgated by the Pipeline and Hazardous Materials Safety Administration (“PHMSA”), the Texas Railroad Commission, the New Mexico Public Regulation Commission, as well as various federal and state environmental agencies. These regulations include, but are not limited to, regulations regarding pipeline design, construction, operation, maintenance, integrity, testing, spill prevention and spill response plans. Many of these regulations are becoming increasingly stringent and the cost of compliance can be expected to increase over time.
Environmental and Other Matters
Environmental Regulation . Our operations are subject to extensive and periodically changing federal, state and local laws, regulations and ordinances relating to the protection of the environment. Among other things, these laws and regulations govern the emission or discharge of pollutants into or onto the land, air and water, the handling and disposal of solid and hazardous wastes, the remediation of contamination and protection of endangered and threatened species. Compliance with existing and anticipated environmental laws and regulations increases our overall cost of business, including our capital costs to develop, maintain, operate and upgrade equipment and facilities. We believe our facilities are in substantial compliance with applicable environmental laws and regulations. However, these laws and regulations are subject to changes, or to changes in the interpretation of such laws and regulations, by regulatory authorities and continued and future compliance with such laws and regulations may require us to incur significant expenditures. Additionally, violation of environmental laws, regulations and permits can result in the imposition of significant administrative, civil and criminal penalties, injunctions limiting our operations, investigatory or remedial liabilities or construction bans or delays in the development of additional facilities or equipment. Additionally, a release of hydrocarbons or hazardous substances into the environment could, to the extent the event is not insured, subject us to substantial expenses, including costs to comply with applicable laws and regulations and to resolve claims by third parties for personal injury or property damage, or by the U.S. federal government or state governments for natural resources damages. These impacts could directly and indirectly affect our business and may have an adverse impact on our financial position, results of operations and liquidity. We cannot currently determine the amounts of such future impacts.
Environmental Liabilities . Western has been party to various litigation and contingent loss matters, including environmental matters, arising in the ordinary course of business. We cannot accurately predict the outcome of these matters. Our historical costs have not been material. We are not currently aware of any environmental or other asserted or unasserted claims against us or that involve our assets that would be expected to have a material effect on our financial condition, results of operations or cash flows. Western has agreed to indemnify us for certain environmental cleanup expenses.
Seasonality
The crude oil, refined product and asphalt throughput in our pipelines and terminals and crude oil trucking volume are directly affected by the level of supply and demand for crude oil, refined products and asphalt in the regions that we serve either directly or indirectly. However, many effects of seasonality on our revenues will be substantially mitigated through our fee based commercial agreements with Western that include minimum monthly volume commitments.
Item 3. Qualitative and Quantitative Disclosures about Market Risk
Refer to Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2015 , for quantitative and qualitative disclosures about market risk. There have been no material changes in our exposures to market risk since December 31, 2015 .

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Item 4.
Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Interim Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of June 30, 2016 . Based on that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2016 .
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2016 , that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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Part II. Other Information
Item 1. Legal Proceedings
In the ordinary conduct of our business, we are subject to periodic lawsuits, investigations and claims, including environmental claims and employee related matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, we do not believe that any currently pending legal proceedings or proceedings to which we are a party will have a material adverse effect on our business, financial condition, results of operations or cash flows.
Item 1A. Risk Factors
There have been no material changes in our risk factors during the six months ended June 30, 2016 from those previously disclosed in the section entitled "Risk Factors" in our 2015  Form 10-K under Part I, Item 1A. Risk Factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
ITEM 6. EXHIBITS.
Exhibit Index***
Exhibit Number
 
Description
10.1†
 
Asphalt Trucking Transportation Services Agreement, dated May 4, 2016 and effective as of January 1, 2016, by and among Western Refining Wholesale, LLC, Western Refining Company, L.P., and, for certain limited purposes stated therein, Western Refining Southwest, Inc.
31.1*
 
Certification Statement of Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
 
Certification Statement of Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
 
Certification Statement of Chief Executive Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
 
Certification Statement of Chief Financial Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*
 
Interactive Data Files
——————
† Confidential status has been requested for certain portions thereof pursuant to a Confidential Treatment Request filed August 3, 2016 . Such provisions have been filed separately with the Securities and Exchange Commission.
* Filed herewith
** Furnished herewith
*** Reports filed under the Securities Exchange Act of 1934, as amended, (Form 10-K, Form 10-Q and Form 8-K) are filed under File No. 001-36114 .

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WESTERN REFINING LOGISTICS, LP
BY: WESTERN REFINING LOGISTICS GP, LLC
 
 
 
 
 
Signature
 
Title
 
Date
 
 
 
 
 
/s/ Gary R. Dalke
 
 
Interim Chief Financial Officer 
 
August 3, 2016
Gary R. Dalke
 
(Principal Financial Officer and Duly Authorized Signatory)
 
 


43

TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).
Execution Copy

Exhibit 10.1
ASPHALT TRUCKING TRANSPORTATION SERVICES AGREEMENT
This Asphalt Trucking Transportation Services Agreement (this “ Agreement ”) is dated effective as of January 1, 2016 (the “ Effective Date ”), by and among Western Refining Wholesale, LLC, a Delaware limited liability company (“ Carrier ”), Western Refining Company, L.P., a Delaware limited partnership (“ Shipper” ), and, solely for purposes of acknowledging Section 2(c) hereof, Western Refining Southwest, Inc., an Arizona corporation (“ WRSW ”). Carrier and Shipper are individually referred to as a “ Party ”, collectively to as “ Parties ”. Capitalized terms used throughout this Agreement shall have the meanings set forth in Exhibit A , unless otherwise specifically defined herein.
RECITALS
A.
Shipper produces performance grade asphalt binders and various other asphalt products at its refinery located in El Paso, Texas (the “ El Paso Refinery ”).
C.
Shipper markets performance grade asphalt binders and other asphalt products out of certain non-owned asphalt terminals located in El Paso, Texas, Albuquerque, New Mexico, and Phoenix, Tucson and Coolidge, Arizona (collectively, the “ Asphalt Terminals ”).
D.
Carrier owns and operates a truck-based asphalt transportation operation that can provide service to Shipper, using a combination of self-owned and Third Party trucks dispatched and scheduled by Carrier.
E.
Shipper desires that Carrier (i) transport or cause to be transported asphalt from the El Paso Refinery and/or other receipt points (“ Receipt Points ”) to the Asphalt Terminals and/or directly to customers located in Texas, New Mexico, and Arizona (collectively, the “ Delivery Points ”), (ii) coordinate the pickup and delivery of such asphalt from the Receipt Points to the Delivery Points, and (iii) provide Shipper with certain ancillary services with respect to such transportation services, subject to and upon the terms and conditions of this Agreement.
F.
Carrier will transport, coordinate the pickup of and deliver such asphalt, as well as provide the aforementioned ancillary services, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the covenants and obligations contained herein, the Parties to this Agreement hereby agree as follows:
1.
TRANSPORTATION SERVICES
(a)      From the Effective Date through the end of the Term (as defined below), (i) Shipper may request from time to time that Carrier transport asphalt from the Receipt Points to the Delivery Points and (ii) Carrier shall use commercially reasonable efforts to receive or cause to be received

1


TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).
Execution Copy

from the Receipt Points and to transport or cause to be transported to the Delivery Points such asphalt as requested by Shipper, subject to available capacity.
2.
VOLUME COMMITMENT; RIGHT OF FIRST REFUSAL
(a)      There is no minimum volume of asphalt that Shipper is required to request be transported by Carrier hereunder.
(b)      During the Term and subject to the terms and conditions of this Section 2(b) , Shipper shall provide, and shall cause its Affiliates to provide, Carrier with a first right to transport or cause to be transported all volumes of asphalt that Shipper or any of its Affiliates desire to transport in the States of Texas, New Mexico and Arizona, in each case, that is to be transported by truck. Only in the event that Carrier affirmatively declines in writing to provide truck transportation for Shipper’s asphalt may Shipper engage another carrier to transport such asphalt.
(c)      Effective as of May 1, 2016, all volumes of asphalt transported and caused to be transported by Carrier for Shipper pursuant to this Agreement shall count, on a Barrel per Barrel basis, towards the Minimum Volume Commitment of the Shipper and its Affiliate, WRSW, in the Crude Oil Trucking Agreement.
3.
TERM OF AGREEMENT
(a)      Unless otherwise terminated as provided herein, this Agreement shall be effective as of the Effective Date and will remain in effect until October 14, 2025 (the “ Initial Term ”).
(b)      The Initial Term and any mutually agreed upon extensions thereof shall be referred to herein as the “ Term ”.
4.
FEES; ADJUSTMENTS; AND REIMBURSEMENT FOR CAPITAL EXPENDITURES
(a)      Base Rate : Shipper shall pay Carrier in accordance with the rates per Ton for delivery to each Delivery Point as set forth on Schedule 4 (the “ Base Rates ”) for providing trucking, dispatch, delivery and accounting/data services under this Agreement.
(b)      Fuel Adjustments and Surcharges : In addition to the Base Rates, Carrier shall charge, and Shipper shall pay the following additional amounts:
(i)      a Monthly per Barrel adjustment calculated in the manner described in Schedule 4(b)(i) to cover any increase (or decrease) in fuel prices (as determined by reference to the U.S. Energy Information Administration’s On-Highway Diesel Prices for the PAD III Region) incurred or experienced by Carrier during such Month in connection with providing truck services under this Agreement; provided, however, that such adjustment shall never be of an amount less than zero;

2


TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).
Execution Copy

(ii)      a Monthly surcharge on the services provided hereunder to cover Shipper’s proportionate share of the costs of complying with any new laws or regulations or material changes to any existing laws or regulations, in each case occurring after the Effective Date, that affect the services provided to Shipper, if, after Carrier has made commercially reasonable efforts to mitigate the effect of such laws or regulations (or such changes to existing laws or regulations), such new laws or regulations (or such changes to existing laws or regulations) require Carrier to make unanticipated capital expenditures. Carrier will reasonably determine the amount of any such Monthly surcharge and shall provide Shipper with written notice of the amount of such Monthly surcharge along with supporting calculations and documentation.
(c)      Reimbursements : Shipper shall reimburse Carrier for the actual costs of any capital expenditures Carrier agrees to make at Shipper’s request to provide services hereunder.
(d)      Fees for Other Services : In addition to the transportation services contemplated by this Agreement, Carrier may, from time to time, upon request from Shipper, provide the additional services described on Schedule 4(d) to Shipper, and Shipper shall pay Carrier for such services in accordance with the rates set forth on Schedule 4(d) .
(e)      Taxes . Shipper agrees to be liable for and to pay directly or reimburse Carrier for, promptly when due, all sales, use, excise and other taxes or charges (including any interest and penalties), now or hereafter imposed by any governmental body or agency upon Carrier or with respect to the services or payments hereunder (excluding (a) taxes on or measured by the net income of Carrier, (b) taxes related to Carrier’s employees or property and (c) ad valorem or any other tax based on the value of Carrier’s transport vehicles or other equipment used to provide the services, each of which Carrier shall be liable for and pay).
5.
PAYMENTS
(a)      Carrier shall invoice Shipper on a per load basis, and Shipper shall pay all amounts due no later than fifteen (15) calendar days after Shipper’s receipt of Carrier’s invoices.
(b)      Any past due amounts owed by Shipper to Carrier shall accrue interest, payable on demand, at a rate equal to the lesser of : (i) the Wall Street Journal prime rate plus two hundred basis points or (ii) the maximum rate permitted by applicable law, from the due date of the payment through the actual date of payment.
6.
SERVICES PROVIDED BY CARRIER; VOLUME LOSSES
(a)      Requests for the transportation of asphalt under this Agreement and/or the provision of the other services described on Schedule 4(d) shall be made by Shipper on a “call and demand” basis. Carrier shall use commercially reasonable efforts to schedule and dispatch all pick-ups of asphalt requested by Shipper on such “call and demand” basis.
(b)      Carrier shall load only that asphalt which it is authorized to load pursuant to directions received from Shipper. The quantity of the asphalt received by Carrier shall be determined by

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scales. Shipper, as part of its quality control, may test the quality of asphalt delivered by Carrier. Carrier agrees to abide by the quality control procedures mutually agreed by the Parties from time to time. Shipper shall at all times retain title to the asphalt, transported and delivered by Carrier hereunder.
(c)      Except in the case of normal course physical losses which are contemplated under Section 6(f) below, Shipper shall remain responsible for all risk of loss, damage, deterioration, or contamination as to such asphalt, except for that caused by the negligence, gross negligence, willful misconduct or breach of this Agreement by Carrier, its agents, employees or contractors.
(d)      Promptly following receipt of asphalt from any designated Receipt Point, Carrier shall expeditiously transport the asphalt to the Delivery Points. Upon arrival at the Delivery Points, Carrier shall unload the asphalt in compliance with this Agreement unless otherwise specified in writing.
(e)      Carrier shall maintain a true and correct set of records related to the services hereunder, including invoices, bills of lading, receipt tickets, transportation records, and delivery tickets, showing the date, volumes, receipt location and delivery location for all asphalt transported by Carrier in detail sufficient to provide reasonable verification of any charges to Shipper hereunder. Carrier will provide Shipper with a secure electronic data feed, or other communication method, which shall accurately report all the above information and other information mutually agreed upon by the Parties on a current, daily basis. Carrier shall maintain such records for a period not less than two (2) years. Shipper, or its representatives, may from time to time, at Shipper’s expense, audit any such records and Carrier agrees to permit Shipper, or its representative, access to examine and audit such records at all reasonable times and upon receipt of reasonable advance notice. Carrier shall promptly refund to Shipper any amounts paid by Shipper in excess of amounts properly payable under the terms of the Agreement.
(f)      Carrier shall have no obligation to measure volume gains and losses and shall have no liability whatsoever for normal course physical losses that may result from the handling and transporting of asphalt through trucks that Carrier dispatches, REGARDLESS OF WHETHER ANY OF THE ABOVE ARE ATTRIBUTABLE TO OR ARISE FROM THE JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF CARRIER, except where such losses are the direct result of the willful misconduct or gross negligence of Carrier.
7.
SAFETY/PREVENTION
(a)      Carrier agrees that transportation services provided hereunder shall be conducted in accordance with all Applicable Laws and Prudent Industry Practices.
(b)      Carrier shall only employ for the provision of services contemplated under this Agreement such employees that have been properly instructed, trained and certified as to the characteristics and safe loading, handling, hauling, delivery, and unloading methods associated with

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asphalt in accordance with Applicable Law and Prudent Industry Practices. Carrier shall ensure, in accordance with Prudent Industry Practices, that its employees comply with all safety rules to avoid, injury to workers and others, and damage to equipment and property.
8.
ACCIDENT REPORTING; HAZARDOUS CONDITIONS; SPILL RESPONSE PLAN
(a)      Carrier hereby acknowledges and agrees that Shipper has retained Carrier to transport petroleum products, and understands that such products may constitute or contain Hazardous Materials, as defined in the Hazardous Materials Transportation Act, 49 U.S.C. §5101 et seq. , as amended, and the regulations of the U.S. Department of Transportation made thereunder. Carrier represents and warrants that it is fully qualified and authorized to transport Hazardous Materials in the United States. Carrier and Shipper certify that they are familiar with U.S. laws and regulations applicable to transportation of Hazardous Materials and that they will comply with all such laws and regulations.
(b)      Carrier will observe and comply with all of Shipper’s reasonable standard loading and unloading procedures, including any truck loading sequence procedures. Upon Carrier request, Shipper will provide a copy of the Material Safety Data Sheet for the Hazardous Materials.
(c)      Carrier shall use its commercially reasonable efforts to reduce and minimize accidents arising in connection with the services hereunder and shall promptly report to Shipper all accidents or occurrences resulting in injuries to any of Shipper’s employees or Third Parties, and/or any damage to any property of Shipper or any Third Party, arising out of or during the performance of services under this Agreement.
(d)      In the event there is a release of asphalt or damage to the environment by Carrier in performing the services provided hereunder, Carrier shall clean up such spill and remediate such damage in accordance with Applicable Law, and if a “clean and clear” letter from the applicable oversight agency is provided to Carrier, a copy of such clean and clear letter will be sent Shipper promptly after its receipt thereof. Carrier shall inform Shipper of any notices, warnings, or asserted violations issued by any Governmental Authorities relative to any service performed by Carrier pursuant to this Agreement.
(e)      In the event Carrier becomes aware of any environmental, health or safety conditions that violate any Applicable Law or any other conditions concerning the Asphalt Terminals or any of Shipper’s premises or facilities that create a hazardous condition, Carrier shall promptly provide Shipper with telephonic notice at the numbers set forth herein, informing Shipper about the details of the condition.
(f)      Upon request, Carrier shall provide a copy of its spill contingency plans to Shipper, and Carrier must meet minimum requirements for rapid response and short-term containment. If Shipper believes Carrier does not respond promptly to any type of hazard, Shipper may respond

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and any such response shall not be considered an act as a volunteer, and Carrier will be liable for the reasonable costs of the Shipper response.
9.
INSURANCE
Carrier shall maintain insurance policies of the type and amount as Carrier has historically maintained. Pursuant to that certain Omnibus Agreement dated as of October 16, 2013, by and among Western Refining, Inc., a Delaware corporation (“ WRI ”), Western Refining Logistics, LP, a Delaware limited partnership, Western Refining Logistics GP, LLC, a Delaware limited liability company, Shipper and Carrier (the “ Omnibus Agreement ”), it is currently anticipated that WRI or one of its Affiliates will provide Carrier with all necessary insurance coverage and Carrier shall reimburse WRI for the insurance premiums as set forth therein. To the extent that WRI fails or otherwise is no longer obligated to provide such insurance coverage pursuant to the Omnibus Agreement, Carrier agrees to purchase replacement policies at its sole cost and expense. The insurance required hereunder in no way limits or restricts Carrier’s obligations under law or this Agreement as to indemnification of Shipper.
10.
INDEMNITY
NEITHER PARTY SHALL BE LIABLE FOR ANY ACTIONS OR OMISSIONS TO ACT OF THE OTHER PARTY, OR OF ANY OF ITS EMPLOYEES, AGENTS OR REPRESENTATIVES. SUBJECT TO THE LIMITATIONS SET FORTH IN THIS AGREEMENT, EACH PARTY (THE “ INDEMNIFYING PARTY ”) AGREES THAT (EXCEPT AS PROVIDED FOR IN SECTION 6 ) IT SHALL, TO THE EXTENT PERMITTED BY LAW, DEFEND, INDEMNIFY, AND HOLD HARMLESS THE OTHER PARTY, ITS MEMBERS, DIRECTORS, OFFICERS, MANAGERS, AGENTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LOSSES, LIABILITIES, CAUSES OF ACTION, JUDGMENTS, ASSESSMENTS, PENALTIES, COSTS, AND EXPENSES OF ANY KIND OR NATURE, INCLUDING REASONABLE ATTORNEYS FEES, EXPENSES OF LITIGATION AND COURT COSTS, WITHOUT REGARD TO THE AMOUNT (COLLECTIVELY “ LOSSES ”) TO THE EXTENT SUCH LOSSES ARE, DIRECTLY OR INDIRECTLY CAUSED BY, CONNECTED WITH, OR ARISE OUT OF THE INDEMNIFYING PARTY’S FAILURE TO COMPLY, OR ANY PRODUCTS SHIPPED BY THE INDEMNIFYING PARTY’S FAILURE TO COMPLY WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS, ORDINANCES, ORDERS, RULES AND REGULATIONS OR FROM ANY INTENTIONAL OR UNINTENTIONAL ACTION OR OMISSION TO ACT OF THE INDEMNIFYING PARTY, OR ITS MEMBERS, DIRECTORS, OFFICERS, MANGERS, AGENTS AND EMPLOYEES. IN THE EVENT THAT ANY SUCH INCIDENT THAT LEADS TO ANY CLAIM FOR INDEMNIFICATION IS THE RESULT OF INTENTIONAL OR UNINTENTIONAL CONDUCT OF BOTH PARTIES, EACH PARTY AGREES THAT IT SHALL BE LIABLE TO REIMBURSE AND INDEMNIFY THE OTHER PARTY TO THE EXTENT THAT LIABILITY AND RESPONSIBILITY WOULD BE APPORTIONED TO SUCH PARTY IN ACCORDANCE WITH

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THE LAWS OF COMPARATIVE NEGLIGENCE. TO RECEIVE THE FOREGOING INDEMNITY, THE PARTY SEEKING INDEMNIFICATION MUST NOTIFY THE INDEMNIFYING PARTY IN WRITING OF A CLAIM PROMPTLY AND PROVIDE ALL COOPERATION REASONABLY REQUESTED BY THE INDEMNIFYING PARTY (AT THE EXPENSE OF THE INDEMNIFYING PARTY).
11.
WAIVER OF CONSEQUENTIAL DAMAGES
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT, AND NOTWITHSTANDING KNOWLEDGE, IF ANY, OF A PARTY OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, FOR ANY LOST PROFITS, OR SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, FROM SALE OF PRODUCT UNDER THE AGREEMENT OR FROM THE USE OR RESALE THEREOF, HOWEVER SAME MAY BE CAUSED AND REGARDLESS OF THE SOLE OR CONCURRENT NEGLIGENCE OF THE OTHER PARTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF, OR OTHERWISE COULD HAVE ANTICIPATED THE POSSIBILITY OF, SUCH DAMAGES OR LIABILITIES IN ADVANCE. THE PARTIES AGREE THAT THE RESTRICTIONS AND LIMITATIONS ON DAMAGES CONTAINED IN THIS AGREEMENT DO NOT DEPRIVE THE PARTIES OF MINIMUM ADEQUATE REMEDIES AS CONTEMPLATED IN TEXAS UCC SECTION 2-719. The foregoing limitation is not intended and shall not limit any damages incurred by any Third Party and covered under any indemnity hereunder.
12.
TERMINATION
(a)      Termination for Default . A Party shall be in default under this Agreement if:
(i)      such Party materially breaches any provision of this Agreement and such breach is not cured within thirty (30) days after notice thereof (which notice shall describe such breach in reasonable detail) is received by such Party from any other non-breaching Party; or
(ii)      such Party (A)(1) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Applicable Law, or has any such petition filed or commenced against it, (2) makes an assignment or any general arrangement for the benefit of creditors, (3) otherwise becomes bankrupt or insolvent (however evidenced) or (4) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, and, with respect to any involuntary filings, and (B) such Party fails to remedy the same within sixty (60) days of the date of such filing.
(b)      If any of the Parties is in default as described above, then any other Party may (1) notwithstanding the terms of Section 3 , terminate this Agreement upon notice to the defaulting

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Party; (2) withhold any payments due to the defaulting Party under this Agreement; and/or (3) pursue any other remedy at law or in equity.
13.
FORCE MAJEURE
(a)      As soon as possible upon the occurrence of a Force Majeure (as defined below), the Party affected by such Force Majeure shall provide the other Party with written notice of the occurrence of such Force Majeure (a “ Force Majeure Occurrence Notice ”). The Party affected by such Force Majeure shall identify in such Force Majeure Occurrence Notice the approximate length of time that such Party reasonably believes in good faith such Force Majeure shall continue.
(b)      The obligations under this Agreement of the Party affected by such Force Majeure shall be temporarily suspended during the occurrence of, and for the entire duration of, a Force Majeure. The Party affected by such Force Majeure shall use commercially reasonable efforts to overcome such Force Majeure but shall not be obligated under this Agreement to settle a strike or labor dispute.
(c)      As soon as possible upon the cessation of a Force Majeure, the Party affected by such Force Majeure shall provide the other Party with written notice of the cessation of such Force Majeure (a “ Force Majeure Cessation Notice ”). The Party affected by such Force Majeure shall identify in such Force Majeure Cessation Notice the date on which such Force Majeure ceased to exist.
(d)      Nothing in this Section 13 shall excuse any Party from complying with its obligations under this Agreement arising prior to the occurrence of such Force Majeure, including any obligation to make payments when due under this Agreement.
(e)      Notwithstanding anything contained herein to the contrary, if (i) the Party affected by an event of Force Majeure (the “ Affected Party ”) is unable to resume the performance of its obligations under this Agreement within two (2) years after the event of Force Majeure despite using its commercially reasonable efforts to overcome such event in accordance with this Section 13 , then the Affected Party may, upon written notice to the other Party, terminate this Agreement or (ii) the Affected Party is unable to resume performance of its obligations under this Agreement within six (6) Months after the event of Force Majeure, then the other Party may, upon written notice to the Affected Party, terminate this Agreement; provided that, in either case any payment obligations accruing up to and through the date of such termination shall remain outstanding and shall continue to be due and payable following the termination of this Agreement.
(f)      “ Force Majeure ” means circumstances not reasonably within the control of a Party and which, by the exercise of reasonable efforts, such Party is unable to prevent or overcome that prevent performance of such Party’s obligations under this Agreement, including: acts of God, strikes, lockouts or other industrial disturbances, wars, riots, fires, floods, storms, orders of courts or Governmental Authorities, governmental request or requisition for national defense, explosions, terrorist acts, breakage, accident to machinery, storage tanks or lines of pipe and inability to obtain

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or unavoidable delays in obtaining material or equipment, delays of other carriers, local or national disruptions to transportation networks or operations, fuel shortages and similar events.
14.
COMPLIANCE WITH LAWS
(a)      Prior to transporting any asphalt covered hereunder, Carrier shall make or cause to be made, the following certifications on the delivery receipt or bill of lading covering the asphalt received if required by 49 CFR 172.204, or such other certification(s) as may be required by applicable law:
“This is to certify that the above-named materials are properly classified, described, packaged, marked and labeled, and are in proper condition for transportation according to the applicable regulations of the Department of Transportation.”
(b)      Carrier hereby certifies that all transport vehicles to be used by Carrier in provided the services hereunder shall be (i) clean and free of contaminants, (ii) in material compliance with all Applicable Laws and (iii) proper and appropriate in accordance with Prudent Industry Practices for the transport of asphalt.
(c)      Shipper certifies that none of the asphalt covered by this Agreement will be produced or withdrawn from storage in violation of any Applicable Law.
(d)      The Parties are entering into this Agreement in reliance upon and shall fully comply with all Applicable Law which directly or indirectly affect the asphalt transported hereunder, or any receipt, throughput, delivery, transportation, handling or storage of asphalt hereunder or the ownership, operation or condition of the transportation operation, trucks and truck unloading facilities. Each Party shall be responsible for compliance with all Applicable Laws associated with such Party’s respective performance hereunder and the operation of such Party’s facilities, and, including without limitation any and all certifications required by the Department of Transportation. In the event any action or obligation imposed upon a Party under this Agreement shall at any time be in conflict with any requirement of Applicable Law, then this Agreement shall immediately be modified to conform the action or obligation so adversely affected to the requirements Applicable Law, and all other provisions of the Agreement shall remain effective.
(e)      New or Changed Applicable Law . If during the Term, any new Applicable Law becomes effective or any existing Applicable Law is materially changed, which change is not addressed by another provision of this Agreement and has an adverse economic impact upon a Party, then either Party, acting in good faith, shall have the option to request renegotiation of the relevant provisions of this Agreement with respect to future performance. The Parties shall then meet and negotiate in good faith amendments to this Agreement that will conform this Agreement to the new Applicable Law (or material change to an existing Applicable Law) while preserving the Parties’ economic, operational, commercial and competitive arrangements in accordance with the understandings set forth herein.

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(f)      Carrier shall secure and maintain current all required permits, licenses, certificates, and approvals for the services.
15.
OTHER PROVISIONS
(a)      Independent Contractor . It is expressly agreed that Carrier is acting hereunder solely as an independent contractor and that all Persons performing services hereunder for Carrier shall be deemed agents, servants or employees of Carrier and that none of such Persons shall be deemed agents, servants or employees of Shipper. As between the Parties, Carrier shall have the sole and exclusive responsibility for the costs and over the manner in which its employees and/or independent contractors perform the services provided hereunder, including the equipment provided.
(b)      Subcontractors . Other than those subcontractors set forth in Schedule 15(b) , Carrier agrees not to subcontract, broker, interline, or to use “substituted services” by rail or motor carrier without the approval of Shipper, which shall not be unreasonably withheld, conditioned or delayed.
(c)      Assignment .
(i)      Shipper shall not assign any of its rights or obligations under this Agreement without the prior written consent of Carrier, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; that Shipper may assign this Agreement without such consent to an Affiliate or in connection with a sale by Shipper of the El Paso Refinery so long as the transferee: (A) agrees to assume all of Shipper’s obligations under this Agreement and (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Carrier in its reasonable judgment.
(ii)      Carrier shall not assign any of its rights or obligations under this Agreement without Shipper’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; that (A) Carrier may assign this Agreement without Shipper’s consent to an Affiliate or in connection with a sale by Carrier of Carrier’s asphalt transportation operation so long as the transferee: (x) agrees to assume all of Carrier’s obligations under this Agreement and (y) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Shipper’s in its reasonable judgment; and (B) Carrier shall be permitted to make a collateral assignment of this Agreement to obtain financing.
(iii)      Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio . A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required.
(iv)      This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
(d)      Notices .

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(i)      Notices, correspondence, invoices, as applicable, and all other communications related to this Agreement shall be addressed as follows:
to Shipper at:
1250 W. Washington Street, Suite 101
Tempe, Arizona 85281
Attn: General Counsel
With a copy to:
1250 W. Washington Street, Suite 101
Tempe, Arizona 85281
Attn: President of Refining & Marketing
and to Carrier at:
1250 W. Washington Street, Suite 101
Tempe, Arizona 85281
Attn: President of Wholesale
(ii)      All notices, requests, demands, and other communications hereunder will be in writing and will be deemed to have been duly given: (A) if by transmission by facsimile or hand delivery, when delivered; (B) by e-mail on the next Business Day after delivery, if receipt is confirmed, (C) if mailed via the US Postal Service, five (5) Business Days after mailing, provided said notice is sent first class, postage pre-paid, via certified or registered mail, with a return receipt requested; or (D) if mailed by an internationally recognized overnight express mail service such as Federal Express, UPS, or DHL Worldwide, one (1) Business Day after deposit therewith prepaid.
(iii)      Each Party shall have the right, from time to time, to designate a different address by written notice given in conformity with this Section 15(d) .
(e)      Dispute Resolution; Governing Law; Jurisdiction .
(i)      This Agreement shall be governed and construed in accordance with the substantive laws of the State of Texas without reference to principles of conflicts of law that would result in the application of the laws of another jurisdiction.
(ii)      THE PARTIES VOLUNTARILY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA IN HARRIS COUNTY, TEXAS, OVER ANY DISPUTE BETWEEN OR AMONG THE PARTIES ARISING OUT OF THIS AGREEMENT, OTHER THAN A DISPUTE SUBJECT TO SECTION 15(e)(iv) , AND EACH PARTY IRREVOCABLY AGREES THAT ALL SUCH CLAIMS IN RESPECT OF SUCH DISPUTE SHALL BE HEARD AND DETERMINED IN SUCH COURTS. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY

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OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH DISPUTE ARISING OUT OF THIS AGREEMENT BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH PARTY AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
(iii)      EACH OF THE PARTIES HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY DISPUTE OR OTHER PROCEEDING RELATED THERETO BROUGHT IN CONNECTION WITH THIS AGREEMENT.
(iv)      Any dispute, controversy or claim, of any and every kind or type, whether based on contract, tort, statute, regulations, or otherwise, between the Parties, arising out of, connected with, or relating in any way to this Agreement or the obligations of the Parties hereunder, including any dispute as to the existence, validity, construction, interpretation, negotiation, performance, non-performance, breach, termination or enforceability of this Agreement (in each case, a “ Dispute ”), shall be resolved solely and exclusively in accordance with the procedures specified in this Section 15(e) . The Parties shall attempt in good faith to resolve any Dispute by mutual discussions within thirty (30) days after the date that one Party gives written notice to the other Parties of such a Dispute in accordance with Section 15(d) . If the Dispute is not resolved within such thirty (30) day period, or such longer period that may subsequently be agreed to in writing by the parties to the Dispute, the Dispute shall be finally settled by arbitration administered by JAMS, Inc. (“ JAMS ”) under its Comprehensive Arbitration Rules & Procedures, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitration shall be held in Houston, Texas, and presided over by three arbitrators. If the Dispute is not settled within the above operative time period, the Party providing the aforesaid notice or the Parties receiving such notice may initiate the arbitration with JAMS. The Party who initiates the arbitration with JAMS shall also provide notice to JAMS and the opposing Party at the time of the initiation of the arbitration of the name of the Party selected arbitrator. The opposing Party shall file their answering statement with JAMS within forty-five (45) days of their receipt of the notice of filing from JAMS. The name of their party appointed arbitrator shall be included in such answering statement. The two Party-appointed arbitrators shall select a third arbitrator, who shall serve as the chairperson. The arbitration award shall identify whether there is a prevailing party in the arbitration and include an award in favor of such prevailing party and against each losing party, jointly and severally, for costs and expenses, including the actual litigation fees and costs (including reasonable attorney fees) the prevailing party incurred, excluding any contingent or deferred fees and costs. This agreement to arbitrate shall be binding upon the successors, assignees and any trustee or receiver of any Party.
(f)      Confidential Information.

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(i)      Each Party agrees that it will keep any and all Confidential Information of the other Party strictly confidential and that it will take such steps to protect such Confidential Information as it normally takes to preserve and safeguard its own Confidential Information. Each Party agrees that, without the prior written consent of the other Party, it will not: (A) disclose Confidential Information of the other Party in any manner whatsoever, in whole or in part; (B) use any Confidential Information of the other Party other than in connection with the transaction(s) that is the subject of this Agreement; or (C) transmit the Confidential Information of the other Party to any of its officers, directors, employees, Affiliates, agents or representatives who (x) are not aware of the confidential nature of such information, or (y) do not need to know the Confidential Information for the sole purpose of assisting with the transaction(s) (collectively, its “ Representatives ”). Each Party shall be responsible for the breach of this Section 15(f) by any of its Representatives.
(ii)      For purposes of this Agreement, “ Confidential Information ” shall mean all information, documents, data or materials that is now or in the future provided, acquired or received directly or indirectly by a Party or its agents, employees or contractors either in writing, orally or by observation, relating to the business or operations of other Party or its affiliates, including but not limited to the pricing of product, design, planning, operation or maintenance of the other Party’s equipment, products and business; formulas or process parameters relating to the other Party’s products or proposed products; plans for expansion; information relating to research, development, invention, manufacturing, purchasing, accounting, engineering, marketing, merchandising and selling not generally known in the industry in which the other Party is engaged; any other data, samples, material and/or information specifically identified by the other Party as “Confidential”; and any and all other data, information, findings, documents or other materials arising from or relating to the other Party or the transaction(s) or any work or services performed by it for the other Party, regardless of whether such Confidential Information is generated solely by or as a result of any of its activities; except that Confidential Information shall not include any information that (A) was, at the time of disclosure to the receiving Party, in the public domain; (B) after disclosure to the receiving Party, is published or otherwise becomes part of the public domain through no fault of the receiving Party; (C) was in the possession of the receiving Party at the time of disclosure to it and was not the subject of a pre-existing confidentiality obligation; (D) was received after disclosure to the receiving Party from a Third Party (other than the disclosing Party’s Affiliates or subcontractors) that was not bound by any duty of confidentiality; or (E) was independently developed by the receiving Party without the use of the Confidential Information of the disclosing Party.
(g)      Use of Name . Neither Party may not use the other’s name, trademarks, or trade names, or those of its subsidiaries or Affiliates, in any manner, especially advertising, without the other’s express written consent, which may be withheld in such Party’s sole discretion.
(h)      Gifts . No director, employee or agent of Carrier or of any subcontractor or vendor of Carrier shall give or receive any commission, fee, rebate, or gift or entertainment of significant

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cost or value in connection with this Agreement, or enter into any business arrangement with any director, employee or agent of Shipper or its parent or affiliated entities other than as a representative of Carrier, without Shipper’s prior written agreement. Carrier shall promptly notify Shipper of any violation of this Section 15(h) .
(i)      Time of the Essence . Time is of the essence to this Agreement. Waiver by either Party of a breach by the other of any provision of this Agreement shall not be deemed a waiver of any other provision or future compliance with all provisions hereunder, and all such provisions shall remain in full force and effect. Failure of either Party to enforce any right hereunder shall not be deemed a waiver of any subsequent right hereunder.
(j)      Construction . Unless the context requires otherwise: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice-versa, (ii) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine and neuter; (iii) references to Articles and Sections refer to Articles and Sections of this Agreement; (iv) references to Schedules or Exhibits refer to the Schedules and Exhibits attached to this Agreement, each of which is made a part hereof for all purposes; (v) the term “include”, “includes”, “including” or words of like report shall be deemed to be followed by the words “without limitation”; (vi) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (g) references to money refer to legal currency of the United States of America; and (vii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. The table of contents and headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.
(k)      Severability . Any term or provision of this Agreement that is held to be invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.
(l)      Entire Agreement . This Agreement and the attached Exhibits and Schedules constitute the entire agreement between the Parties hereto and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings, whether oral, written, expressed, or implied, with respect to the subject matter hereof.
(m)      Amendment . No amendment or modification of the terms of this Agreement shall be binding unless in writing and signed by the Parties.

14


TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).
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(n)      Waiver . No waiver of any right, power, or privilege hereunder shall be binding upon any Party unless in writing and signed by or on behalf of the Party against which the waiver is asserted.
(o)      Representation . The Parties agree that each Party and its counsel have had the opportunity to fully participate in the review of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, including all Appendices hereto.
(p)      Counterparts . This Agreement may be executed in one or more counterparts, any or all of which shall constitute one and the same instrument. Either Party, at its option, may supply any document required by or referenced in this Agreement in either paper or electronic form (including, but not limited to, an electronically imaged, faxed, photocopied, or online posted version), and any such version shall be sufficient for all purposes under this Agreement.

[SIGNATURE PAGES FOLLOW]


15


TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).
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IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date set forth below to be effective as of the Effective Date.



 
WESTERN REFINING COMPANY, L.P.
By Western Refining GP, LLC, its general partner


By: /s/ Mark J. Smith                
Name: Mark J. Smith
Title: President – Refining and Marketing
Date: May 4, 2016


 
WESTERN REFINING WHOLESALE, LLC


By: /s/ Matthew L. Yoder                
Name: Matthew L. Yoder
Title: Senior Vice President - Operations
Date: May 4, 2016
 

 
Solely for purposes of acknowledging Section 2(c) hereof:
 
WESTERN REFINING SOUTHWEST, INC.


By:      /s/ Mark J. Smith                    
Name:     Mark J. Smith
Title:     President – Refining and Marketing
Date:    May 4, 2016

[Signature Page for Asphalt Trucking Transportation Services Agreement]


TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).
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SCHEDULE 4
BASE RATES
*** [three pages omitted]


Schedule 4
Page 1 of 1
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).
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SCHEDULE 4(b)(i)
MONTHLY PER BARREL ADJUSTMENT EXAMPLE
*** [six pages omitted]




Schedule 4(b)(i)
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TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).
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SCHEDULE 4(d)
OTHER SERVICES
***




Schedule 4(d)
Page 1 of 1
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).
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SCHEDULE 15(b)
SUBCONTRACTORS
***




Schedule 15(b)
Page 1 of 1
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).
Execution Copy

EXHIBIT A
DEFINITIONS
Capitalized terms used throughout the Agreement and not otherwise specifically defined elsewhere shall have the meanings set forth in this Exhibit A .
“ Affiliate ” means, at any time and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person.
“ Applicable Law ” means any applicable statute, law, regulation, ordinance, rule, determination, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, requirement, or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect.
“ Barrel ”, “ barrel ”, or “ BBL ” means a volume equal to 42 U.S. gallons at 60 degrees Fahrenheit under one atmosphere of pressure. “ bpd ” means Barrels per day.
“ $ ” means U.S. Dollars.
“ Business Day ” means a day, other than a Saturday or Sunday, on which banks in New York, New York are open for the general transaction of business.
“ CERCLA ” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, state and local analogs, and all rules and regulations and requirements thereunder in each case as now or hereafter in effect.
“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.
“ Crude Oil Trucking Agreement ” means the Crude Oil Trucking Transportation Services Agreement executed between Shipper, its Affiliate WRSW , and Carrier dated October 15, 2014, as such may be amended or otherwise modified from time to time.
“ Environment ” shall have the meaning set forth in 42 U.S.C. 9601(8) (1988).
“ Environmental Law ” means, as to any Party, all laws, statutes, ordinances, decrees, requirements, orders, judgments, rules, regulations (or official interpretations of any of the foregoing) of, and the terms of any license or permit issued by, any Governmental Authority or common law theories applicable to such Party arising from, relating to, or in connection with the Environment, health, or safety, including without limitation CERCLA, relating to (a) pollution, contamination, injury, destruction, loss, protection, cleanup, reclamation or restoration of the air, surface water, groundwater, land surface or subsurface strata, or other natural resources; (b) solid,


Exhibit A
Page 1 of 1

TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).
Execution Copy

gaseous or liquid waste generation, treatment, processing, recycling, reclamation, cleanup, storage, disposal or transportation; (c) exposure to pollutants, contaminants, hazardous, or toxic substances, materials or wastes; (d) the safety or health of employees; or (e) the manufacture, processing, handling, transportation, distribution in commerce, use, storage or disposal of hazardous or toxic substances, materials or wastes.
“ Governmental Authority ” means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.
“ Hazardous Substance ” means the substances identified as such pursuant to CERCLA and those regulated under any other Environmental Law, including without limitation pollutants, contaminants, petroleum, petroleum products, radionuclides, radioactive materials, and medical and infectious waste.
“ Minimum Volume Commitment ” means the aggregate minimum volume commitment of Shipper and WRSW as set forth in and as defined in the Crude Oil Trucking Agreement.
“ Month ” means a calendar month.
“ Person ” means any individual, partnership, limited partnership, joint venture, corporation, limited liability company, limited liability partnership, trust, unincorporated organization or Governmental Authority or any department or agency thereof.
" Prudent Industry Practices " means those practices, methods, equipment, specifications and standards of safety and performance, as the same may change from time to time, as are commonly used by operators of truck-based asphalt transportation operations of a type and size similar to Carrier’s operation as good, safe, and prudent practices in connection with the transport and delivery of asphalt. Prudent Industry Practices are not intended to be limited to the optimum practice or method to the exclusion of others, but rather to be a spectrum of possible but reasonable practices and methods.
“ Ton ” means a volume equal to 5.7 BBLs.
“ Third Party ” means any Person other than a Party or an Affiliate of a Party.
“ U.S. ” means the United States of America.




Exhibit A
Page 2 of 2



Exhibit 31.1
CERTIFICATION BY CHIEF EXECUTIVE OFFICER
Pursuant to Rule 13a-14(a) and 15d-14(a)
I, Jeff A. Stevens, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Western Refining Logistics, LP;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 3, 2016

Western Refining Logistics, LP
By: Western Refining Logistics GP, LLC
/s/ Jeff A. Stevens
Jeff A. Stevens
Chief Executive Officer





Exhibit 31.2
CERTIFICATION BY CHIEF FINANCIAL OFFICER
Pursuant to Rule 13a-14(a) and 15d-14(a)
I, Gary R. Dalke, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Western Refining Logistics, LP;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 3, 2016

Western Refining Logistics, LP
By: Western Refining Logistics GP, LLC
/s/ Gary R. Dalke
Gary R. Dalke
Interim Chief Financial Officer





Exhibit 32.1
CERTIFICATION BY CHIEF EXECUTIVE OFFICER
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Jeff A. Stevens, Chief Executive Officer, of Western Refining Logistics, LP (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
1.
The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 3, 2016

Western Refining Logistics, LP
By: Western Refining Logistics GP, LLC
/s/ Jeff A. Stevens
Jeff A. Stevens
Chief Executive Officer





Exhibit 32.2
CERTIFICATION BY CHIEF FINANCIAL OFFICER
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Gary R. Dalke, Interim Chief Financial Officer, of Western Refining Logistics, LP (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
1.
The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 3, 2016

Western Refining Logistics, LP
By: Western Refining Logistics GP, LLC
/s/ Gary R. Dalke
Gary R. Dalke
Interim Chief Financial Officer