UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~February 29,~~May 31, 2016

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-06198

UNITED REFINING COMPANY

(Exact name of registrant as specified in its charter)


Pennsylvania		25-1411751
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

15 Bradley Street
Warren, Pennsylvania		16365
(Address of principal executive office)		(Zip Code)

814-723-1500

(Registrant’s telephone number, including area code)

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 x No ¨

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 ofRegulationS-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 x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See definition of “accelerated filer” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer x (Do not check if a smaller reporting company)		Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of ~~April 14,~~July 15, 2016, there were 100 shares of common stock, par value $.10 per share, of the Registrant outstanding.

TABLE OF ADDITIONAL REGISTRANTS


Name	State of Other Jurisdiction of Incorporation	IRS Employer Identification Number		Commission File Number
Kiantone Pipeline Corporation	New York		25-1211902		333-35083-01
Kiantone Pipeline Company	Pennsylvania		25-1416278		333-35083-03
United Refining Company of Pennsylvania	Pennsylvania		25-0850960		333-35083-02
United Jet Center, Inc.	Delaware		52-1623169		333-35083-06
Kwik-Fill Corporation	Pennsylvania		25-1525543		333-35083-05
Independent Gas and Oil Company of Rochester, Inc.	New York		06-1217388		333-35083-11
Bell Oil Corp.	Michigan		38-1884781		333-35083-07
PPC, Inc.	Ohio		31-0821706		333-35083-08
Super Test Petroleum, Inc.	Michigan		38-1901439		333-35083-09
Kwik-Fil, Inc.	New York		25-1525615		333-35083-04
Vulcan Asphalt Refining Corporation	Delaware		23-2486891		333-35083-10
Country Fair, Inc.	Pennsylvania		25-1149799		333-35083-12

FORM 10-Q – CONTENTS


		PAGE
PART I. FINANCIAL INFORMATION			4

Item 1.	Financial Statements		4

	Consolidated Balance Sheets – ~~February 29,~~May 31, 2016 (unaudited) and August 31, 2015		4

	Consolidated Statements of Operations – Quarter and ~~Six~~Nine Months Ended ~~February 29,~~May 31, 2016 and ~~February 28,~~ 2015 (unaudited)		5

	Consolidated Statements of Comprehensive Income (Loss) – Quarter and ~~Six~~Nine Months Ended ~~February 29,~~May 31, 2016 and ~~February 28,~~ 2015 (unaudited)		6

	Consolidated Statements of Cash Flows – ~~Six~~Nine Months Ended ~~February 29,~~May 31, 2016 and ~~February 28,~~ 2015 (unaudited)		7

	Notes to Consolidated Financial Statements (unaudited)		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		22

Item 4.	Controls and Procedures		22

PART II. OTHER INFORMATION			24

Item 1.	Legal Proceedings		24

Item 1A.	Risk Factors		24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		24

Item 3.	Defaults Upon Senior Securities		24

Item 4.	Mine Safety Disclosures		24

Item 5.	Other Information		24

Item 6.	Exhibits		24

Signatures			25

PART I.
FINANCIAL INFORMATION

Item 1.

Financial Statements.

UNITED REFINING COMPANY AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share amounts)


	February 29, 2016 (Unaudited)			August 31, 2015			May 31, 2016 (Unaudited)			August 31, 2015
Assets
Current:
Cash and cash equivalents	$	80,635		$	117,028		$	78,909		$	117,028
Accounts receivable, net		50,915			81,567			67,324			81,567
Refundable income taxes		4,200			—			4,200			—
Inventories, net		133,544			206,066			164,112			206,066
Prepaid income taxes		15,174			—			5,147			—
Prepaid expenses and other assets		14,612			28,000			19,368			28,000
Amounts due from affiliated companies, net		2,151			393			3,315			393

Total current assets		301,231			433,054			342,375			433,054
Property, plant and equipment, net		380,042			347,757			393,558			347,757
Deferred financing costs, net		5,514			2,667			5,379			2,667
Goodwill		1,349			1,349			1,349			1,349
Tradename		10,500			10,500			10,500			10,500
Amortizable intangible assets, net		870			869			839			869
Deferred integrity and replacement costs, net		119,695			58,634			116,307			58,634
Deferred turnaround costs and other assets, net		24,289			30,636			21,404			30,636

	$	843,490		$	885,466		$	891,711		$	885,466

Liabilities and Stockholder’s Equity
Current:
Current installments of long-term debt	$	28,082		$	1,556		$	28,103		$	1,556
Accounts payable		44,425			44,833			59,276			44,833
Accrued liabilities		14,244			17,911			16,215			17,911
Income taxes payable		—			7,397			—			7,397
Sales, use and fuel taxes payable		14,416			23,373			22,410			23,373
Deferred income taxes		5,822			5,822			5,822			5,822

Total current liabilities		106,989			100,892			131,826			100,892
Long term debt: less current installments		272,902			239,111			266,710			239,111
Deferred income taxes		52,548			55,921			58,376			55,921
Deferred retirement benefits		68,836			71,800			67,479			71,800

Total liabilities		501,275			467,724			524,391			467,724

Commitments and contingencies
Stockholder’s equity:
Common stock; $.10 par value per share – shares authorized 100; issued and outstanding 100		—			—			—			—
Series A Preferred stock; $1,000 par value per share – shares authorized 25,000; issued and outstanding 14,116		14,116			14,116			14,116			14,116
Additional paid-in capital		156,846			156,846			156,846			156,846
Retained earnings		188,957			263,464			214,581			263,464
Accumulated other comprehensive loss		(17,704	)		(16,684	)		(18,223	)		(16,684	)

Total stockholder’s equity		342,215			417,742			367,320			417,742

	$	843,490		$	885,466		$	891,711		$	885,466

See accompanying notes to consolidated financial statements.

UNITED REFINING COMPANY AND SUBSIDIARIES

Consolidated Statements of Operations – (Unaudited)

(in thousands)


													Three Months Ended						Nine Months Ended
	Three Months Ended						Six Months Ended						May 31,						May 31,
	February 29, 2016			February 28, 2015			February 29, 2016			February 28, 2015			2016			2015			2016			2015
Net sales	$	438,374		$	580,904		$	1,013,315		$	1,405,601		$	497,982		$	602,877		$	1,511,297		$	2,008,478

Costs and expenses:
Costs of goods sold (exclusive of depreciation and amortization)		419,831			518,629			924,603			1,255,797			395,531			485,906			1,320,134			1,741,703
Selling, general and administrative expenses		41,510			40,958			84,099			81,996			43,591			42,073			127,690			124,069
Depreciation and amortization expenses		12,802			10,525			24,504			20,877			12,175			10,444			36,679			31,321

		474,143			570,112			1,033,206			1,358,670			451,297			538,423			1,484,503			1,897,093

Operating (loss) income		(35,769	)		10,792			(19,891	)		46,931
Operating income														46,685			64,454			26,794			111,385

Other expense:
Interest expense, net		(2,514	)		(6,632	)		(7,412	)		(13,290	)		(2,383	)		(6,639	)		(9,795	)		(19,929	)
Other, net		(2,365	)		(1,549	)		(2,941	)		(2,157	)		(254	)		(907	)		(3,195	)		(3,064	)
Loss on extinguishment of debt		—			—			(19,316	)		—			—			—			(19,316	)		—

		(4,879	)		(8,181	)		(29,669	)		(15,447	)		(2,637	)		(7,546	)		(32,306	)		(22,993	)

(Loss) income before income tax (benefit) expense		(40,648	)		2,611			(49,560	)		31,484
Income tax (benefit) expense		(15,052	)		1,008			(18,352	)		12,267
Income (loss) before income tax expense (benefit)														44,048			56,908			(5,512	)		88,392
Income tax expense (benefit)														16,307			22,201			(2,045	)		34,468

Net (loss) income	$	(25,596	)	$	1,603		$	(31,208	)	$	19,217
Net income (loss)													$	27,741		$	34,707		$	(3,467	)	$	53,924

See accompanying notes to consolidated financial statements.

UNITED REFINING COMPANY AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss) – (Unaudited)

(in thousands)

   Three Months Ended Six Months Ended
   February 29,
2016 February 28,
2015 February 29,
2016 February 28,
2015
Net (loss) income
   $ (25,596 ) $ 1,603    $ (31,208 ) $ 19,217
Other comprehensive loss, net of taxes:

Unrecognized post retirement costs, net of taxes of $(305) and $(237) for the three months ended February 29, 2016 and February 28, 2015, respectively and $(626) and $(474) for the six months ended February 29, 2016 and February 28, 2015, respectively
   (518 ) (370 ) (1,020 ) (740 )


Other comprehensive loss
   (518 ) (370 ) (1,020 ) (740 )


Total comprehensive (loss) income
   $ (26,114 ) $ 1,233    $ (32,228 ) $ 18,477


	Three Months Ended						Nine Months Ended
	May 31,						May 31,
	2016			2015			2016			2015
Net income (loss)	$	27,741		$	34,707		$	(3,467	)	$	53,924
Other comprehensive loss, net of taxes:
Unrecognized post retirement costs, net of taxes of $(304) and $(236) for the three months ended May 31, 2016 and 2015, respectively and $(930) and $(710) for the nine months ended May 31, 2016 and 2015, respectively		(519	)		(371	)		(1,539	)		(1,111	)

Other comprehensive loss		(519	)		(371	)		(1,539	)		(1,111	)

Total comprehensive income (loss)	$	27,222		$	34,336		$	(5,006	)	$	52,813

See accompanying notes to consolidated financial statements.

UNITED REFINING COMPANY AND SUBSIDIARIES

Consolidated Statements of Cash Flows – (Unaudited)

(in thousands)


							Nine Months Ended
	Six Months Ended						May 31,
	February 29, 2016			February 28, 2015			2016			2015
Cash flows from operating activities:
Net (loss) income	$	(31,208	)	$	19,217		$	(3,467	)	$	53,924
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		25,270			22,096			37,780			33,163
Deferred income taxes		(2,747	)		22,016			3,385			23,604
Noncash portion of loss on extinguishment of debt		5,771			—			5,771			—
Loss on asset dispositions		845			766			840			771
Cash provided by (used in) working capital items		75,001			(28,569	)
Cash provided by working capital items								56,947			27,631
Change in operating assets and liabilities:
Other assets, net		335			137			406			306
Deferred retirement benefits		(4,610	)		(3,955	)		(6,790	)		(6,079	)

Total adjustments		99,865			12,491		��	98,339			79,396

Net cash provided by operating activities		68,657			31,708			94,872			133,320

Cash flows from investing activities:
Additions to property, plant and equipment		(44,924	)		(20,069	)		(64,389	)		(31,202	)
Additions to amortizable assets		(60	)		—
Additions to amortizable intangible assets								(60	)		(100	)
Additions to deferred turnaround costs		(1,261	)		(2,558	)		(1,362	)		(3,318	)
Additions to deferred integrity and replacement costs		(66,572	)		(28,630	)		(66,572	)		(28,630	)
Proceeds from asset dispositions		133			4			246			7

Net cash used in investing activities		(112,684	)		(51,253	)		(132,137	)		(63,243	)

Cash flows from financing activities:
Dividends to preferred shareholder and stockholder		(43,299	)		(18,691	)		(45,416	)		(21,610	)
Proceeds from issuance of long-term debt		300,996			—			301,948			—
Principal reductions of long-term debt		(244,470	)		(804	)		(251,593	)		(1,245	)
Deferred financing costs		(5,593	)		—			(5,793	)		—

Net cash provided by (used in) financing activities		7,634			(19,495	)
Net cash used in financing activities								(854	)		(22,855	)

Net decrease in cash and cash equivalents		(36,393	)		(39,040	)
Net (decrease) increase in cash and cash equivalents								(38,119	)		47,222
Cash and cash equivalents, beginning of year		117,028			99,037			117,028			99,037

Cash and cash equivalents, end of period	$	80,635		$	59,997		$	78,909		$	146,259

Cash provided by (used in) working capital items:
Accounts receivable, net	$	30,652		$	20,033		$	14,243		$	17,690
Refundable income taxes		(4,200	)		6,000			(4,200	)		(4,912	)
Inventories, net		72,522			(47,307	)		41,954			(37,528	)
Prepaid income taxes		(15,174	)		(10,146	)		(5,147	)		13,674
Prepaid expenses and other assets		13,388			38,147			8,632			45,158
Amounts due from affiliated companies, net		(1,758	)		(1,664	)		(2,922	)		(1,162	)
Accounts payable		(408	)		(25,378	)		14,443			(19,486	)
Accrued liabilities		(3,667	)		(4,220	)		(1,696	)		3,350
Income taxes payable		(7,397	)		—			(7,397	)		7,646
Sales, use, and fuel taxes payable		(8,957	)		(4,034	)		(963	)		3,201

Total change	$	75,001		$	(28,569	)	$	56,947		$	27,631

Cash paid during the period for:
Interest	$	6,625		$	12,758		$	9,160		$	12,893
Income taxes	$	11,166		$	339		$	11,314		$	396

Non-cash investing activities:
Property additions & capital leases	$	—		$	285		$	—		$	285

See accompanying notes to consolidated financial statements.

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

1.	Description of Business and Basis of Presentation

The consolidated financial statements include the accounts of United Refining Company and its subsidiaries, United Refining Company of Pennsylvania and its subsidiaries and Kiantone Pipeline Corporation and its subsidiary (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.

The Company is a petroleum refiner and marketer in its primary market area of Western New York and Northwestern Pennsylvania. Operations are organized into two business segments: wholesale and retail.

The wholesale segment is responsible for the acquisition of crude oil, petroleum refining, supplying petroleum products to the retail segment and the marketing of petroleum products to wholesale and industrial customers. The retail segment operates a network of Company operated retail units under the Red Apple Food Mart^® and Country Fair^® brand names selling petroleum products under the Kwik Fill^®, Citgo^® and Keystone^® brand names, as well as convenience and grocery items.

The Company is a wholly-owned subsidiary of United Refining, Inc., a wholly-owned subsidiary of United Acquisition Corp., which in turn is a wholly-owned subsidiary of Red Apple Group, Inc. (the “Parent”).

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and ~~six~~nine months ended ~~February 29,~~May 31, 2016 are not necessarily indicative of the results that may be expected for the year ending August 31, 2016. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Form 10-K for the fiscal year ended August 31, 2015.

2.	Inventories

Inventories are stated at the lower of cost or market (LCM), with cost being determined under the Last-in, First-out (LIFO) method for crude oil and petroleum product inventories and the First-in, First-out (FIFO) method for merchandise. Supply inventories are stated at either the LCM or replacement cost and include various parts for the refinery operations.

Inventories consist of the following:


	February 29, 2016		August 31, 2015		May 31, 2016		August 31, 2015
	(in thousands)				(in thousands)
Crude Oil	$	20,223	$	60,209	$	33,920	$	60,209
Petroleum Products		58,018		92,452		72,943		92,452

Total @ Lower of LIFO Cost or Market		78,241		152,661		106,863		152,661

Merchandise		23,452		24,277		23,906		24,277
Supplies		31,851		29,128		33,343		29,128

Total @ FIFO		55,303		53,405		57,249		53,405

Total Inventory	$	133,544	$	206,066	$	164,112	$	206,066

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

As of ~~February 29,~~May 31, 2016 and August 31, 2015, the replacement cost of LIFO inventories (FIFO) (was less than) exceeded their LIFO carrying values (LCM) on the balance sheets by approximately ~~$2,390,000~~$(5,843,000) and $6,201,000, which includes the LCM inventory writedown of ~~$58,613,000~~$36,455,000 and $0, respectively, and a LIFO increase (decrease) of ~~$56,223,000~~$42,298,000 and $(6,201,000), respectively.

3.	Amended, Restated and Consolidated Revolving Credit, Term Loan and Security Agreement

On October 20, 2015, URC, United Refining Company of Pennsylvania, Kiantone Pipeline Corporation (“Kiantone”), United Refining Company of New York Inc., United Biofuels, Inc., Country Fair, Inc. and Kwik-Fill Corporation (collectively, the “Borrowers”) entered into an Amended, Restated and Consolidated Revolving Credit, Term Loan and Security Agreement (“Credit Agreement”) with a group of lenders led by PNC Bank, National Association, as Administrative Agent (the “Agent”), and PNC Capital Markets LLC, as Sole Lead Arranger and Bookrunner. The Credit Agreement amends and restates the Amended and Restated Credit Agreement, dated May 18, 2011 and last amended June 18, 2013, by and between the Company and certain subsidiaries and PNC Bank, National Association, as Administrative Agent (the “Existing Credit Facility”). The Credit Agreement will terminate on October 19, 2020 (the “Expiration Date”). Until the Expiration Date, the Company may borrow on the New Revolving Credit Facility (as defined below) on a borrowing base formula set forth in the Credit Agreement.

Pursuant to the Credit Agreement, the Company increased its existing senior secured revolving credit facility from $175,000,000 to $225,000,000. The New Revolving Credit Facility may be increased by an amount not to exceed $50,000,000 without additional approval from the lenders named in the Credit Agreement if existing lenders agree to increase their commitments or additional lenders commit to fund such increase. Interest under the New Revolving Credit Facility is calculated as follows: (a) for domestic rate borrowings, at (i) the greater of the Agent’s prime rate, federal funds rate plus .5% or the daily LIBOR rate plus 1%, plus (ii) an applicable margin of 1.25% to 1.75%, and (b) for euro-rate borrowings, at the LIBOR rate plus an applicable margin of 2.25% to 2.75%. The applicable margin will vary depending on a formula calculating the Company’s average unused availability under the facility. In addition, pursuant to the Credit Agreement, the Company entered into a term loan in the amount of $250,000,000, which was made in a single drawing on the Closing Date (“Term Loan” and, together with the New Revolving Credit Facility, the “Credit Obligations”). Under the Term Loan, interest is calculated as follows: (a) for domestic rate borrowings, at (i) the greater of the Agent’s prime rate, federal funds rate plus .5% or the daily LIBOR rate plus 1%, plus (ii) an applicable margin of 1.75% to 2.25%, and (b) for euro-rate borrowings, at the LIBOR rate plus an applicable margin of 2.75% to 3.25%. The applicable margin will vary depending on a formula calculating the Company’s average unused availability under the facility. The Term Loan is prepayable in whole or in part at any time without premium or penalty. The Term Loan shall be paid in full on or prior to the Expiration Date and shall be paid in equal quarterly amounts based on a ten-year straight line amortization schedule.

The Credit Obligations are secured by a first priority security interest in certain cash accounts, accounts receivable, inventory, the refinery, including a related tank farm, and the capital stock of Kiantone. At such time as the Term Loan is repaid in full, and provided no event of default exists, the security interest in the refinery and the equity interest in Kiantone shall be released.

The Credit Agreement requires minimum undrawn availability of $15,000,000 at all times prior to the repayment of the Term Loan and the greater of 12.5% of the maximum New Revolving Credit Facility or $25,000,000 after the repayment of the Term Loan. The Company is also required to maintain a consolidated net worth of no less than $100,000,000. The Credit Agreement includes customary mandatory prepayment

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

provisions, including in connection with non-ordinary course asset sales, equity issuances and the incurrence of additional debt. Unless assets sold in non-ordinary course transactions were included in the borrowing base for the New Revolving Credit Facility, mandatory prepayments shall be applied first to the repayment of the Term Loan and then the New Revolving Credit Facility. The Credit Agreement also includes customary affirmative and negative covenants, including, among other things, covenants related to the fixed charge coverage ratio, payment of fees, conduct of business, maintenance of existence and assets, payment of indebtedness and the incurrence of additional indebtedness, intercompany obligations, affiliate transactions, amendments to organizational documents, and financial statements.

The proceeds of the Credit Agreement were used to (i) repay and satisfy in full those certain 10.500% senior secured notes due 2018 (the “Senior Secured Notes due 2018”), (ii) provide for the Company’s general corporate needs, including working capital requirements and capital expenditures and (iii) pay the fees and expenses associated with the Credit Agreement.

In connection with the redemption of all its Senior Secured Notes due 2018, the Company recorded a loss $19,316,000 on the early extinguishment of debt consisting of a redemption premium of $7,009,000, a consent payment of $6,536,000, a write-off of unamortized net debt discount of $3,600,000 and a write-off of deferred finance costs of $2,171,000.

4.	Other Long Term Debt

On December 9, 2015, United Refining Company of New York Inc. (as Borrower) and United Refining Company of Pennsylvania (as Fee Owner), entered into a Loan Agreement with Signature Bank (as Administrative Agent), in the amount of $50,000,000 which matures on December 9, 2022. Pursuant to the Loan Agreement, interest is calculated as follows: (a) for LIBOR Loans, at either the LIBOR plus 2.50% or the Prime Rate, (b) for Reference Rate Loans, the Prime Rate and (c) for Fixed Rate Loans, at the Fixed Rate. Loans are secured by a first lien mortgage on certain convenience store units owned by United Refining Company of Pennsylvania.

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

5.	Segments of Business

Intersegment revenues are calculated using market prices and are eliminated upon consolidation. Summarized financial information regarding the Company’s reportable segments is presented in the following tables (in thousands):


											Three Months Ended						Nine Months Ended
	Three Months Ended					Six Months Ended					May 31,						May 31,
	February 29, 2016			February 28, 2015		February 29, 2016			February 28, 2015		2016			2015			2016			2015
Net Sales
Retail	$	244,432		$	298,666	$	535,209		$	677,822	$	275,638		$	320,740		$	810,847		$	998,562
Wholesale		193,942			282,238		478,106			727,779		222,344			282,137			700,450			1,009,916

	$	438,374		$	580,904	$	1,013,315		$	1,405,601	$	497,982		$	602,877		$	1,511,297		$	2,008,478

Intersegment Sales
Wholesale	$	77,817		$	116,350	$	182,670		$	296,606	$	99,092		$	134,881		$	281,762		$	431,487

Operating (Loss) Income
Retail	$	(2,219	)	$	8,040	$	1,289		$	17,799	$	(6,356	)	$	(1,249	)	$	(5,067	)	$	16,550
Wholesale		(33,550	)		2,752		(21,180	)		29,132		53,041			65,703			31,861			94,835

	$	(35,769	)	$	10,792	$	(19,891	)	$	46,931	$	46,685		$	64,454		$	26,794		$	111,385

Depreciation and Amortization
Retail	$	2,126		$	1,793	$	4,235		$	3,556	$	2,132		$	1,821		$	6,367		$	5,377
Wholesale		10,676			8,732		20,269			17,321		10,043			8,623			30,312			25,944

	$	12,802		$	10,525	$	24,504		$	20,877	$	12,175		$	10,444		$	36,679		$	31,321


	February 29, 2015		August 31, 2015		May 31, 2016		August 31, 2015
Total Assets
Retail	$	175,934	$	178,200	$	191,809	$	178,200
Wholesale		667,556		707,266		699,902		707,266

	$	843,490	$	885,466	$	891,711	$	885,466

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

6.	Employee Benefit Plans

For the periods ended ~~February 29,~~May 31, 2016 and ~~February 28,~~ 2015, net pension and other postretirement benefit costs (income) were comprised of the following:

   Pension Benefits
   Three Months Ended Six Months Ended
   February 29,
2016 February 28,
2015 February 29,
2016 February 28,
2015
   (in thousands)
Service cost
   $ 169    $ 156    $ 337    $ 313
Interest cost on benefit obligation
   1,356    1,212    2,712    2,425
Expected return on plan assets
   (1,509 ) (1,587 ) (3,017 ) (3,175 )
Amortization and deferral of net loss
   317    181    635    361


Net periodic benefit cost (income)
   $ 333    $ (38 ) $ 667    $ (76 )


													Pension Benefits
													Three Months Ended						Nine Months Ended
													May 31,						May 31,
													2016			2015			2016			2015
													(in thousands)
Service cost													$	168		$	157		$	505		$	470
Interest cost on benefit obligation														1,356			1,213			4,068			3,638
Expected return on plan assets														(1,508	)		(1,588	)		(4,525	)		(4,763	)
Amortization and deferral of net loss														318			180			953			541

Net periodic benefit cost (income)													$	334		$	(38	)	$	1,001		$	(114	)


													Other Post-Retirement Benefits
	Other Post-Retirement Benefits												Three Months Ended						Nine Months Ended
	Three Months Ended						Six Months Ended						May 31,						May 31,
	February 29, 2016			February, 28, 2015			February 29, 2016			February 28, 2015			2016			2015			2016			2015
	(in thousands)												(in thousands)
Service cost	$	109		$	151		$	218		$	302		$	109		$	151		$	327		$	453
Interest cost on benefit obligation		385			413			770			826			386			413			1,156			1,239
Amortization and deferral of net income		(1,136	)		(786	)		(2,272	)		(1,572	)		(1,137	)		(786	)		(3,409	)		(2,358	)

Net periodic benefit income	$	(642	)	$	(222	)	$	(1,284	)	$	(444	)	$	(642	)	$	(222	)	$	(1,926	)	$	(666	)

As of ~~February 29,~~May 31, 2016, ~~$2,428,000~~$3,592,000 of contributions have been made to the Company pension plans for the fiscal year ending August 31, 2016.

The Company accrues post-retirement benefits other than pensions, during the years that the employees render the necessary service, of the expected cost of providing those benefits to an employee and the employee’s beneficiaries and covered dependents.

7.	Fair Value Measurements

The carrying values of all financial instruments classified as a current asset or a current liability approximate fair value because of the short maturity of these instruments. The fair value of marketable securities is determined by available market prices. The fair value (was less than) exceeded the carrying value of the long term debt at ~~February 29,~~May 31, 2016 and August 31, 2015 by ~~$1,436,000~~$(775,000) and $16,636,000, respectively.

8.	Enbridge Agreements

On July 31, 2014, URC and Kiantone Pipeline Corporation (together the “Company Parties”), on the one hand, and Enbridge Energy Limited Partnership (“EEPL”) and Enbridge Pipelines Inc. (“EPI” and, together with EEPL, the “Carriers”), on the other hand, entered into a letter agreement (the “Letter Agreement”) with respect to approximately 88.85 miles of pipeline owned by the Carriers, which transports crude oil from Canada to the

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Company’s Kiantone Pipeline in West Seneca, New York and serves the Company’s refinery in Warren, Pennsylvania (“Line 10”).

~~UNITED REFINING COMPANY AND SUBSIDIARIES~~

~~Notes to Consolidated Financial Statements~~

~~(Unaudited)~~

Pursuant to the Letter Agreement, the Company agreed to fund certain integrity costs necessary to maintain Line 10 (the “Integrity Costs”). Pursuant to the Letter Agreement the Carriers agreed to reconcile their actual expenses for the integrity maintenance and refund any excess payments made by the Company. The parties agreed to apply any credit to the Company as a result of such reconciliation to amounts owed by the Company for Subsequent Year Pipe Replacement Costs (as defined below). For each subsequent calendar year through the earlier of the expiration or closing of the purchase rights granted to the Company pursuant to the Put and Call Agreement (which is defined and discussed below), the Carriers will provide the Company with an invoice for the Integrity Costs for such calendar year (“Subsequent Year Integrity Costs”). The Carriers’ actual expenses with respect to the integrity maintenance and pipe replacement will be reconciled against the Subsequent Year Integrity and Pipe Replacement Costs for each fiscal year.

In addition, the Company agreed to pay for half the cost of replacing certain portions of Line 10 in accordance with a plan agreed to between the Company Parties and the Carriers. The Company will pay 50% of the estimated expenses of the replacement project for each segment of Line 10 to be replaced (the “Replacement Costs”) within 30 days of its receipt of an invoice for the same, along with a project management fee of 2¹/₄% 1/4%. Each Carrier will initially fund the remaining 50% of the Replacement Costs during construction, provided that the Company will reimburse the Carriers for their actual cost of funds during the construction process. Once construction is complete and each replaced segment of Line 10 is put into service, and assuming the Company has not exercised its rights to purchase Line 10 pursuant to the Put and Call Agreement, the Company will repay the Carriers the 50% of the Replacement Costs they funded over a 10 year period.

On January 20, 2016, pursuant to the Letter Agreement, the Company made payments to the Carriers in the amount of $14,476,000 for Integrity Costs, which amount includes credits received by the Company upon reconciliation of the Integrity Costs funded in fiscal 2014-2015 of $3,430,000. Kiantone, as the owner of Kiantone Pipeline, has agreed to guaranty any and all payments due by the Company pursuant to the Letter Agreement.

Pursuant to the Letter Agreement, the Company and the Carriers agreed to negotiate the terms and conditions of a put and call option agreement for Line 10 (the “Put and Call Option Agreement” and, together with the Letter Agreement, the “Enbridge Agreement”). On ~~April~~July 8, 2015 (the “Execution Date”), the Company entered into the Put and Call Option Agreement with the Carriers as called for in the Letter Agreement. The Put and Call Option Agreement entered into with Enbridge LP (the “U.S. Agreement”) is substantially similar to the Put and Call Option Agreement entered into with Enbridge Inc. (the “Canadian Agreement” and, together with the U.S. Agreement, the “Put and Call Agreement”). The Carriers own Line 10, including real property interests through and under which Line 10 passes, the Carriers’ assignable permits related to the ownership and operation of Line 10, as well as personal property, contract rights, records and incidental rights held solely in connection with Line 10 (collectively, the “Assets”). Pursuant to the Put and Call Agreement, the Carriers granted the Company a right (the “Call Option”) to purchase all of the Assets and the Company granted the Carriers the right to put all the Assets to the Company (the “Put Option” and, together with the Call Option, the “Purchase Options”) subject to the terms and conditions of the Put and Call Agreement.

The Put and Call Agreement may be terminated by the mutual consent of the Company and the Carriers and shall automatically terminate if neither Purchase Option is exercised prior to the expiration dates identified in the Put and Call Agreement. Moreover, either the Company or a Carrier may terminate the Put and Call Agreement if a closing of the Asset sale shall not have occurred on or before December 31, 2028 assuming the terminating party is not then in breach of the Put and Call Agreement and if a party has breached a representation, such breach has not been cured within the time periods allotted by the Put and Call Agreement. Finally, the Company may terminate the Put and Call Agreement by notifying the Carriers to cease the replacement work contemplated in the Letter Agreement. The Company has assessed the accounting impact of the Put and Call Agreement and determined there is no impact until the time when it becomes probable that the Put or Call will be exercised.

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

This Quarterly Report on Form 10-Q contains certain statements that constitute “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements may include, among other things, United Refining Company and its subsidiaries current expectations with respect to future operating results, future performance of its refinery and retail operations, capital expenditures and other financial items. Words such as “expects”, “intends”, “plans”, “projects”, “believes”, “estimates”, “may”, “will”, “should”, “shall”, “anticipates”, “predicts”, and similar expressions typically identify such forward looking statements in this Quarterly Report on Form 10-Q.

By their nature, all forward looking statements involve risk and uncertainties. All phases of the Company’s operations involve risks and uncertainties, many of which are outside of the Company’s control, and any one of which, or a combination of which, could materially affect the Company’s results of operations and whether the forward looking statements ultimately prove to be correct. Actual results may differ materially from those contemplated by the forward looking statements for a number of reasons.

Although we believe our expectations are based on reasonable assumptions within the bounds of its knowledge, investors and prospective investors are cautioned that such statements are only projections and that actual events or results may differ materially depending on a variety of factors described in greater detail in the Company’s filings with the SEC, including quarterly reports on Form 10-Q, annual reports on Form 10-K, current reports on Form 8-K, etc. In addition to the factors discussed elsewhere in this Quarterly Report on Form 10-Q, the Company’s actual consolidated quarterly or annual operating results have been affected in the past, or could be affected in the future, by additional factors, including, without limitation:

the demand for and supply of crude oil and refined products;

the spread between market prices for refined products and market prices for crude oil;

repayment of debt;

general economic, business and market conditions;

risks and uncertainties with respect to the actions of actual or potential competitive suppliers of refined petroleum products in our markets;

the possibility of inefficiencies or shutdowns in refinery operations or pipelines;

the availability and cost of financing to us;

environmental, tax and tobacco legislation or regulation;

volatility of gasoline prices, margins and supplies;

merchandising margins;

labor costs;

level of capital expenditures;

customer traffic;

weather conditions;

acts of terrorism and war;

business strategies;

expansion and growth of operations;

future projects and investments;

future exposure to currency devaluations or exchange rate fluctuations;

expected outcomes of legal and administrative proceedings and their expected effects on our financial position, results of operations and cash flows; and

future operating results and financial condition.

All subsequent written and oral forward looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing. We undertake no obligation to update any information contained herein or to publicly release the results of any revisions to any such forward looking statements that may be made to reflect events or circumstances that occur, or which we become aware of, after the date of this Quarterly Report on Form 10-Q.

Recent Developments

The lagged 3-2-1 crackspread is measured by the difference between the prices of crude oil contracts traded on the NYMEX for the preceding month to the prices of NYMEX gasoline and heating oil contracts in the current trading month. The Company uses a lagged crackspread as a margin indicator as it reflects the margin during the time period between the purchase of crude oil and its delivery to the refinery for processing. The lagged crackspread for the ~~second~~third quarter of fiscal 2016 was ~~$8.92.~~$23.33. Through ~~April~~July 1, 2016 the indicated lagged crackspread for the ~~third~~fourth quarter ending ~~May~~August 31, 2016 was ~~$20.58, an $11.66 increase~~$15.94, a $7.39 decrease from the average for the ~~second~~third quarter of fiscal 2016.

Results of Operations

The wholesale segment is responsible for the acquisition of crude oil, petroleum refining, supplying petroleum products to the retail segment and the marketing of petroleum products to wholesale and industrial customers. The retail segment sells petroleum products under the Kwik Fill^®, Citgo^® and Keystone^® brand names through a network of Company-operated retail units and convenience and grocery items through Company-owned gasoline stations and convenience stores under the Red Apple Food Mart^® and Country Fair^® brand names.

A discussion and analysis of the factors contributing to the Company’s results of operations are presented below. The accompanying Consolidated Financial Statements and related Notes, together with the following information, are intended to supply investors with a reasonable basis for evaluating the Company’s operations, but does not serve to predict the Company’s future performance.

Retail Operations:


													Three Months Ended						Nine Months Ended
	Three Months Ended						Six Months Ended						May 31,						May 31,
	February 29, 2016			February 28, 2015			February 29, 2016			February 28, 2015			2016			2015			2016			2015
	(dollars in thousands)												(dollars in thousands)
Net Sales
Petroleum	$	179,493		$	235,985		$	400,461		$	546,950		$	205,411		$	251,640		$	605,871		$	798,590
Merchandise and other		64,939			62,681			134,748			130,872			70,227			69,100			204,976			199,972

Total Net Sales		244,432			298,666			535,209			677,822			275,638			320,740			810,847			998,562

Costs of goods sold		209,912			254,025			459,495			587,452			243,658			284,205			703,153			871,657
Selling, general and administrative expenses		34,613			34,808			70,190			69,015			36,204			35,963			106,394			104,978
Depreciation and amortization expenses		2,126			1,793			4,235			3,556			2,132			1,821			6,367			5,377

Segment Operating (Loss) Income	$	(2,219	)	$	8,040		$	1,289		$	17,799		$	(6,356	)	$	(1,249	)	$	(5,067	)	$	16,550


Retail Operating Data:
Petroleum sales (thousands of gallons)		87,052			89,712			180,405			182,182			91,901			92,917			272,306			275,099

Petroleum margin (a)	$	17,408		$	28,610		$	40,193		$	56,941		$	13,188		$	18,711		$	53,381		$	75,652
Petroleum margin ($/gallon) (b)		.2000			.3189			.2228			.3126			.1435			.2014			.1960			.2750

Merchandise and other margins	$	17,112		$	16,031		$	35,521		$	33,429		$	18,898		$	17,825		$	54,419		$	51,254
Merchandise margin (percent of sales)		26.4	%		25.6	%		26.4	%		25.5	%		26.9	%		25.8	%		26.6	%		25.6	%

(a)	Includes the effect of intersegment purchases from the Company’s wholesale segment at prices which approximate market.

(b)

Company management calculates petroleum margin per gallon by dividing petroleum gross margin by petroleum sales volumes. Management uses fuel margin per gallon calculations to compare profitability to other companies in the industry. Petroleum margin per gallon may not be comparable to similarly titled measures used by other companies in the industry.

Comparison of Fiscal Quarters Ended ~~February 29,~~May 31, 2016 and ~~February 28,~~ 2015

Net Sales

Retail sales decreased during the fiscal quarter ended ~~February 29,~~May 31, 2016 by ~~$54.2~~$45.1 million or ~~18.2%~~14.1% from the comparable period in fiscal 2015 from ~~$298.6~~$320.7 million to ~~$244.4~~$275.6 million. The decrease was due to a ~~$56.5~~$46.2 million decrease in petroleum sales offset by an increase in merchandise sales of ~~$2.3~~$1.1 million. The petroleum sales decrease resulted from a ~~21.6%~~17.5% decrease in retail selling prices per gallon and a ~~2.7~~1.0 million gallon or a 3%1.1% decrease in petroleum volume.

Costs of Goods Sold

Retail costs of goods sold decreased during the fiscal quarter ended ~~February 29, 2015~~May 31, 2016 by ~~$44.1~~$40.6 million or ~~17.4%~~14.3% from the comparable period in fiscal 2015 from ~~$254.0~~$284.2 million to ~~$209.9~~$243.6 million. The decrease was primarily due to ~~$43.9~~decreases of $38.8 million in petroleum purchase costs and fuel taxes of ~~$1.3 million and freight costs of $.1~~$1.9 million offset by an increase of ~~$1.2~~$.1 million in merchandise costs.

Selling, General and Administrative Expenses

Retail Selling, General and Administrative (“SG&A”) expenses remained relatively constant during the fiscal quarters ended ~~February 29,~~May 31, 2016 and ~~February 28,~~ 2015.

Comparison of ~~Six~~Nine Months Ended ~~February 29,~~May 31, 2016 and ~~February 28,~~ 2015

Net Sales

Retail sales decreased during the ~~six~~nine months ended ~~February 29,~~May 31, 2016 by ~~$142.6~~$187.7 million or ~~21.0%~~18.8% from the comparable period in fiscal 2015 from ~~$677.8~~$998.5 million to ~~$535.2~~$810.8 million. The decrease was primarily due to ~~$146.5~~$192.7 million in petroleum sales, offset by an increase of ~~$3.9~~$5.0 million in merchandise sales. The petroleum sales decrease resulted from a ~~26.1%~~23.4% decrease in retail selling prices per gallon and a ~~1.8~~2.8 million gallon or 1.0% decrease in sales volume.

Costs of Goods Sold

Retail costs of goods sold decreased during the ~~six~~nine months ended ~~February 29,~~May 31, 2016 by ~~$128.0~~$168.5 million or ~~21.8%~~19.3% from the comparable period in fiscal 2015 from ~~$587.5~~$871.7 million to ~~$459.5~~$703.2 million. The decrease was primarily due to ~~$132.2~~decreases of $170.9 million in petroleum purchase ~~prices~~costs and freight costs of $.1 million, offset by ~~an increase~~increases in fuel taxes of ~~$2.5~~$.7 million and merchandise costs of $1.8 million.

Selling, General and Administrative Expenses

Retail SG&A expenses remained relatively constant during the ~~six~~nine months ended ~~February 29,~~May 31, 2016 and ~~February 28,~~ 2015.

Wholesale ~~Operations:~~Operations:


											Three Months Ended				Nine Months Ended
	Three Months Ended					Six Months Ended					May 31,				May 31,
	February 29, 2016			February 28, 2015		February 29, 2016			February 28, 2015		2016		2015		2016		2015
	(dollars in thousands)										(dollars in thousands)
Net Sales (a)	$	193,942		$	282,238	$	478,106		$	727,779	$	222,344	$	282,137	$	700,450	$	1,009,916
Costs of goods sold (exclusive of depreciation and amortization)		209,919			264,604		465,108			668,345		151,873		201,701		616,981		870,046
Selling, general and administrative expenses		6,897			6,150		13,909			12,981		7,387		6,110		21,296		19,091
Depreciation and amortization expenses		10,676			8,732		20,269			17,321		10,043		8,623		30,312		25,944

Segment Operating (Loss) Income	$	(33,550	)	$	2,752	$	(21,180	)	$	29,132
Segment Operating Income											$	53,041	$	65,703	$	31,861	$	94,835

Key Wholesale Operating Statistics:


													Three Months Ended						Nine Months Ended
	Three Months Ended						Six Months Ended						May 31,						May 31,
	February 29, 2016			February 28, 2015			February 29, 2016			February 28, 2015			2016			2015			2016			2015
Refinery Product Yield (thousands of barrels)
Gasoline and gasoline blendstock		2,828			2,659			5,580			5,192			2,603			2,421			8,184			7,613
Distillates		1,416			1,259			2,752			2,631			1,409			1,306			4,161			3,937
Asphalt		1,824			1,751			3,667			3,588			1,791			1,698			5,457			5,286
Butane, propane, residual products, internally produced fuel and other (“Other”)		539			560			1,055			1,214			710			682			1,765			1,896

Total Product Yield		6,607			6,229			13,054			12,625			6,513			6,107			19,567			18,732


% Heavy Crude Oil of Total Refinery Throughput (b)		61	%		61	%		61	%		62	%		60	%		61	%		61	%		61	%
Crude throughput (thousand barrels per day)		65.7			61.8			65.1			63.0			65.6			61.0			65.5			62.5


Product Sales (thousand of barrels) (a)
Gasoline and gasoline blendstock		1,835			1,596			3,589			3,167			1,723			1,430			5,312			4,598
Distillates		1,197			1,097			2,298			2,184			1,214			1,017			3,512			3,201
Asphalt		1,593			1,347			3,580			3,108			1,696			1,639			5,276			4,746
Other		161			161			325			353			173			146			498			499

Total Product Sales Volume		4,786			4,201			9,792			8,812			4,806			4,232			14,598			13,044


Product Sales (dollars in thousands) (a)
Gasoline and gasoline blendstock	$	85,718		$	101,894		$	189,055		$	256,131		$	99,050		$	105,247		$	288,106		$	361,379
Distillates		54,479			89,494			123,812			210,680			67,098			82,421			190,911			293,101
Asphalt		51,631			86,069			160,465			246,522			54,109			91,104			214,574			337,626
Other		2,114			4,781			4,774			14,446			2,087			3,365			6,859			17,810

Total Product Sales	$	193,942		$	282,238		$	478,106		$	727,779		$	222,344		$	282,137		$	700,450		$	1,009,916

(a)	Sources of total product sales include products manufactured at the refinery located in Warren, Pennsylvania and products purchased from third parties.

(b)	The Company defines “heavy” crude oil as crude oil with an American Petroleum Institute specific gravity of 26 or less.

Comparison of Fiscal Quarters Ended ~~February 29,~~May 31, 2016 and ~~February 28,~~ 2015

Net Sales

Wholesale sales decreased during the ~~three months~~quarter ended ~~February 29,~~May 31, 2016 by ~~$88.3~~$59.8 million or ~~31.3%~~21.2% from the comparable period in fiscal 2015 from ~~$282.2~~$282.1 million to ~~$193.9~~$222.3 million. The decrease was due primarily to a ~~39.7%~~30.6% decrease in wholesale prices offset by an increase of ~~13.9%~~13.6% in wholesale volume.

Costs of Goods Sold (exclusive of depreciation and amortization)

Wholesale costs of goods sold decreased during the ~~three months~~quarter ended ~~February 29,~~May 31, 2016 by ~~$54.7~~$49.8 million or ~~20.7%~~24.7% from the comparable period in fiscal 2015 from ~~$264.6~~$201.7 million to ~~$209.9~~$151.9 million. The decrease in wholesale costs of goods sold during this period was primarily due to a decrease in cost of raw materials.

Selling, General and Administrative Expenses

Wholesale SG&A expenses remained relatively constant during the ~~three months~~quarter ended ~~February 29,~~May 31, 2016 and ~~February 28,~~ 2015.

Comparison of ~~Six~~Nine Months Ended ~~February 29,~~May 31, 2016 and ~~February 28,~~ 2015

Net Sales

Wholesale sales decreased during the ~~six~~nine months ended ~~February 29,~~May 31, 2016 by ~~$249.7~~$309.5 million or ~~34.3%~~30.6% from the comparable period in fiscal 2015 from ~~$727.8~~$1,009.9 million to ~~$478.1~~$700.4 million. The decrease was due to a ~~40.9%~~38.0% decrease in wholesale prices offset by an ~~11.1%~~11.9% increase in wholesale volume.

Costs of Goods Sold (exclusive of depreciation and amortization)

Wholesale costs of goods sold decreased during the ~~six~~nine months ended ~~February 29,~~May 31, 2016 by ~~$203.2~~$253.1 million or ~~30.4%~~29.1% from the comparable period in fiscal 2015 from ~~$668.3~~$870.1 million to ~~$465.1~~$617.0 million. The decrease in wholesale costs of goods sold was primarily due to a decrease in the cost of raw materials.

Selling, General and Administrative Expenses

Wholesale SG&A expenses remained relatively constant during the ~~six~~nine months ended ~~February 29,~~May 31, 2016 and ~~February 28,~~ 2015.

Consolidated Expenses:

Depreciation and Amortization

Depreciation and amortization increased during the three months ended ~~February 29,~~May 31, 2016 by ~~$2.3~~$1.7 million ~~for~~from the comparable period ~~for~~in fiscal 2015 from $10.5 million to ~~$12.8~~$12.2 million. The increase was primarily due to increases of ~~$1.7~~$1.8 million in amortization of integrity and replacement costs and miscellaneous depreciation costs of $.6 million offset by a reduction in amortization of turnaround expense of $.7 million.

Depreciation and amortization increased during the ~~six~~nine months ended ~~February 29,~~May 31, 2016 by ~~$3.6~~$5.4 million ~~for~~from the comparable period ~~for~~in fiscal 2015 from ~~$20.9~~$31.3 million to ~~$24.5~~$36.7 million. The increase was primarily due to increases of ~~$2.4~~$4.2 million in amortization of integrity and replacement costs and miscellaneous depreciation costs of ~~$1.2~~$1.9 million offset by a reduction in amortization of turnaround expense of $.7 million.

Interest Expense, net

Net interest expense (interest expense less interest income) decreased during the three months ended ~~February 29,~~May 31, 2016 ~~and February 28, 2015~~ by ~~$4.1 million.~~$4.2 million from the comparable period in fiscal 2015. The decrease was primarily due to early redemption of Senior Notes due 2018 and the lower interest rate on the Term Loan outstanding.

Net interest expense (interest expense less interest income) decreased during the ~~six~~nine months ended ~~February 29,~~May 31, 2016 ~~and February 28, 2015~~ by ~~$5.9 million.~~$10.0 million from the comparable period in fiscal 2015. The decrease was primarily due to early redemption of Senior Notes due 2018 and the lower interest rate on the Term Loan outstanding.

Income Tax Expense (Benefit) ~~Expense~~

The Company’s effective tax rate was 37% and 39% for the three months and ~~six~~nine months ended ~~February 29,~~May 31, 2016 and ~~February 28,~~ 2015, respectively.

Liquidity and Capital Resources

We operate in an environment where our liquidity and capital resources are impacted by changes in the price of crude oil and refined petroleum products, availability of credit, market uncertainty and a variety of additional factors beyond our control. Included in such factors are, among others, the level of customer product demand,

weather conditions, governmental regulations, worldwide political conditions and overall market and economic conditions.

The following table summarizes selected measures of liquidity and capital resources (in thousands):


	February 29, 2016		May 31, 2016
Cash and cash equivalents	$	80,635	$	78,909
Working capital	$	194,242	$	210,549
Current ratio		2.8		2.6
Debt	$	300,984	$	294,813

Primary sources of liquidity have been cash and cash equivalents, and borrowing availability under our revolving credit facility (the “Amended and Restated Revolving Credit Facility”) with PNC Bank, N.A. as Administrator (the “Agent Bank”). We believe available capital resources are adequate to meet our working capital, debt service, and capital expenditure requirements for existing operations.

Our cash and cash equivalents consist of bank balances and investments in money market funds. These investments have staggered maturity dates, none of which exceed three months. They have a high degree of liquidity since the securities are traded in public markets.

Significant Uses of Cash

The changes in cash for the ~~six~~nine months ended ~~February 29,~~May 31, 2016 are described below.

The cash provided by working capital is shown below:


	Six Months Ended February 29, 2016			Nine Months Ended May 31, 2016
	(in millions)			(in millions)
Cash provided by working capital items:
Cash provided by (used in) working capital items:
Inventory decrease	$	72.5		$	42.0
Accounts payable increase					14.4
Accounts receivable decrease		30.7			14.2
Prepaid expense decrease		13.4			8.6
Income taxes payable decrease					(7.4	)
Prepaid income taxes increase		(15.2	)		(5.1	)
Refundable income taxes increase					(4.2	)
Amounts due from affiliated companies, net increase					(2.9	)
Accrued liabilities decrease					(1.7	)
Sales, use and fuel taxes payable decrease		(8.9	)		(1.0	)
Income taxes payable decrease		(7.4	)
Refundable income taxes increase		(4.2	)
Accrued liabilities decrease		(3.7	)
Amounts due from affiliated companies, net		(1.8	)
Accounts payable decrease		(.4	)

Total change	$	75.0		$	56.9

Available cash on hand decreased by ~~$36.4~~$38.1 million. Other cash uses included:

Fund capital expenditures and deferred turnaround costs of ~~$46.2~~$65.8 million

Fund dividends to preferred shareholder and common stockholder of ~~$43.3~~$45.4 million

Fund deferred integrity and replacement costs of $66.6 million

Fund principal reductions of long-term debt ~~$244.5~~$251.6 million

Fund deferred financing costs ~~$5.6~~$5.8 million

We require a substantial investment in working capital which is susceptible to large variations during the year resulting from purchases of inventory and seasonal demands. Inventory purchasing activity is a function of sales activity and turnaround cycles for the different refinery units.

Maintenance and non-discretionary capital expenditures have averaged approximately $6.0 million annually over the last three years for the refining and marketing operations. Management does not foresee any increase in these maintenance and non-discretionary capital expenditures during fiscal year 2016 at this time.

Future liquidity, both short and long-term, will continue to be primarily dependent on realizing a refinery margin sufficient to cover fixed and variable expenses, including planned capital expenditures. We expect to be able to meet our working capital, capital expenditure, contractual obligations, letter of credit and debt service requirements out of cash flow from operations, cash on hand and borrowings under our Credit Agreement of $225,000,000. This provides the Company with flexibility relative to its cash flow requirements in light of market fluctuations, particularly involving crude oil prices and seasonal business cycles and will assist the Company in meeting its working capital, ongoing capital expenditure needs and for general corporate purposes.

On October 20, 2015, URC, United Refining Company of Pennsylvania, Kiantone, United Refining Company of New York Inc., United Biofuels, Inc., Country Fair, Inc. and Kwik-Fill Corporation (collectively, the “Borrowers”) entered into the Credit Agreement with a group of lenders led by PNC Bank, National Association, and PNC Capital Markets LLC, as Sole Lead Arranger and Bookrunner. The Credit Agreement amends and restates the Existing Credit Facility. The Credit Agreement will terminate on October 19, 2020. Until the Expiration Date, the Company may borrow on the New Revolving Credit Facility (as defined below) on a borrowing base formula set forth in the Credit Agreement.

Until maturity, we may borrow on a borrowing base formula as set forth in the facility. We had standby letters of credit of $8.8 million as of ~~February 29,~~May 31, 2016 and there were no outstanding borrowings under the Credit Agreement resulting in net availability of $216.2 million. As of ~~April~~July 15, 2016, there were no outstanding

borrowings under the Credit Agreement and there were standby letters of credit in the amount of $8.8 million, resulting in a net availability of $216.2 million and the Company had full access to it.

Although we are not aware of any pending circumstances which would change our expectation, changes in the tax laws, the imposition of and changes in federal and state clean air and clean fuel requirements and other

changes in environmental laws and regulations may also increase future capital expenditure levels. Future capital expenditures are also subject to business conditions affecting the industry. We continue to investigate strategic acquisitions and capital improvements to our existing facilities.

Federal, state and local laws and regulations relating to the environment affect nearly all of our operations. As is the case with all the companies engaged in similar industries, we face significant exposure from actual or potential claims and lawsuits involving environmental matters. Future expenditures related to environmental matters cannot be reasonably quantified in many circumstances due to the uncertainties as to required remediation methods and related clean-up cost estimates. We cannot predict what additional environmental legislation or regulations will be enacted or become effective in the future or how existing or future laws or regulations will be administered or interpreted with respect to products or activities to which they have not been previously applied.

Seasonal Factors

Seasonal factors affecting the Company’s business may cause variation in the prices and margins of some of the Company’s products. For example, demand for gasoline tends to be highest in spring and summer months, while demand for home heating oil and kerosene tends to be highest in winter months.

As a result, the margin on gasoline prices versus crude oil costs generally tends to increase in the spring and summer, while margins on home heating oil and kerosene tend to increase in the winter.

Inflation

The effect of inflation on the Company has not been significant during the last five fiscal years.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

The Company uses its Amended and Restated Revolving Credit Facility to finance a portion of its operations. This on-balance sheet financial instrument, to the extent it provides for variable rates, exposes the Company to interest rate risk resulting from changes in the Agent Bank’s Prime rate, the Federal Funds or LIBOR rate. As of ~~April~~July 15, 2016, there were no outstanding borrowings under the Amended and Restated Revolving Credit Facility.

From time to time, the Company uses derivatives to reduce its exposure to fluctuations in crude oil purchase costs and refining margins. Derivative products, specifically crude oil option contracts and crack spread option contracts are used to hedge the volatility of these items. The Company accounts for changes in the fair value of its contracts by marking them to market and recognizing any resulting gains or losses in its Consolidated Statements of ~~Income.~~Operations. There has been no derivative activity in fiscal 2016.

Item 4.

Controls and Procedures.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of ~~February 29,~~May 31, 2016. The term “disclosure

controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company ~~in the~~is reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures

include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of ~~February 29,~~May 31, 2016, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

There have not been any changes in the Company’s internal controls over financial reporting that occurred during the Company’s fiscal quarter ended ~~February 29,~~May 31, 2016 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Part ~~II.~~II
OTHER INFORMATION

Item 1.

Legal Proceedings.

None.

Item 1A.

Risk Factors.

There have been no material changes in our Risk Factors disclosed in the Form 10-K for the year ended August 31, 2015.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

None.

Item 6.

Exhibits.



Exhibit 31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 101		Interactive XBRL Data

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.

Date:~~April 14,~~July 15, 2016

UNITED REFINING COMPANY

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

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.

Date:~~April~~July 15, 2016

KIANTONE PIPELINE CORPORATION

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

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.

Date:~~April~~July 15, 2016

UNITED REFINING COMPANY OF PENNSYLVANIA

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

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.

Date:~~April~~July 15, 2016

KIANTONE PIPELINE COMPANY

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

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.

Date:~~April~~July 15, 2016

UNITED JET CENTER, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

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.

Date:~~April~~July 15, 2016

KWIK-FILL CORPORATION

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

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.

Date:~~April~~July 15, 2016

INDEPENDENT GASOLINE AND OIL COMPANY OF ROCHESTER, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

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.

Date:~~April~~July 15, 2016

BELL OIL CORP.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

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.

Date:~~April~~July 15, 2016

PPC, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

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.

Date:~~April~~July 15, 2016

SUPER TEST PETROLEUM, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

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.

Date:~~April~~July 15, 2016

KWIK-FIL, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

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.

Date:~~April~~July 15, 2016

VULCAN ASPHALT REFINING CORPORATION

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

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.

Date:~~April~~July 15, 2016

COUNTRY FAIR, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President and Chief Operating Officer

/s/ James E. Murphy

James E. Murphy

Vice President Finance