Document and Entity Information
Document and Entity Information - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Apr. 28, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Entity Registrant Name | Western Refining, Inc. | ||
Entity Central Index Key | 1,339,048 | ||
Document Type | 10-Q | ||
Document Period End Date | Mar. 31, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | Q1 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 1,723,259,136 | ||
Common Stock, Shares, Outstanding | 108,818,053 | ||
Northern Tier Energy LP [Member] | |||
Document Information [Line Items] | |||
Entity Registrant Name | Northern Tier Energy LP | ||
Entity Central Index Key | 1,533,454 | ||
Entity Filer Category | Non-accelerated Filer |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 160,027 | $ 268,581 |
Accounts receivable, trade, net of a reserve for doubtful accounts | 405,699 | 423,171 |
Inventories | 828,974 | 771,989 |
Prepaid expenses | 98,431 | 95,355 |
Other current assets | 109,922 | 113,421 |
Total current assets | 1,603,053 | 1,672,517 |
Equity method investment | 104,303 | 102,685 |
Property, plant and equipment, net | 2,362,391 | 2,364,482 |
Goodwill | 1,289,443 | 1,289,443 |
Intangible assets, net | 83,151 | 83,812 |
Other assets, net | 44,296 | 47,458 |
Total assets | 5,486,637 | 5,560,397 |
Current liabilities: | ||
Accounts payable | 678,649 | 753,933 |
Accrued liabilities | 206,091 | 219,607 |
Current portion of long-term debt | 10,500 | 10,500 |
Total current liabilities | 895,240 | 984,040 |
Long-term liabilities: | ||
Long-term debt, less current portion | 1,892,725 | 1,871,805 |
Lease financing obligations | 65,854 | 54,163 |
Deferred income tax liability, net | 283,217 | 260,293 |
Other liabilities | 89,682 | 93,136 |
Total long-term liabilities | 2,331,478 | 2,279,397 |
Commitments and contingencies | ||
Equity: | ||
Common stock, par value $0.01, 240,000,000 shares authorized; 108,426,740 and 102,773,705 shares issued, respectively | 1,088 | 1,085 |
Preferred stock, par value $0.01, 10,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Additional paid-in capital | 630,653 | 633,381 |
Retained earnings | 1,030,193 | 1,061,168 |
Accumulated other comprehensive loss, net of tax | 1,182 | 1,226 |
Equity - Western | 1,663,116 | 1,696,860 |
Non-controlling interests | 596,803 | 600,100 |
Total equity | 2,259,919 | 2,296,960 |
Total liabilities and equity | 5,486,637 | 5,560,397 |
Northern Tier Energy LP [Member] | ||
Current assets: | ||
Cash and cash equivalents | 5,800 | 29,500 |
Accounts receivable, trade, net of a reserve for doubtful accounts | 230,300 | 246,400 |
Inventories | 372,800 | 333,700 |
Other current assets | 18,500 | 23,300 |
Total current assets | 627,400 | 632,900 |
Equity method investment | 88,900 | 87,300 |
Property, plant and equipment, net | 531,700 | 517,800 |
Intangible assets, net | 33,800 | 33,800 |
Other assets, net | 17,100 | 19,500 |
Total assets | 1,298,900 | 1,291,300 |
Current liabilities: | ||
Accounts payable | 357,700 | 393,300 |
Accrued liabilities | 52,600 | 54,600 |
Total current liabilities | 410,300 | 447,900 |
Long-term liabilities: | ||
Long-term debt, less current portion | 365,500 | 344,000 |
Lease financing obligations | 21,200 | 9,200 |
Other liabilities | 30,000 | 28,600 |
Liabilities | 827,000 | 829,700 |
Commitments and contingencies | ||
Equity: | ||
Limited Partners' Capital Account | 472,100 | 461,700 |
Accumulated other comprehensive loss, net of tax | (200) | (100) |
Equity - Western | 471,900 | 461,600 |
Total liabilities and equity | $ 1,298,900 | $ 1,291,300 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 160,027 | $ 268,581 |
Accounts receivable, trade, net of a reserve for doubtful accounts | 405,699 | 423,171 |
Reserve for doubtful accounts | 1,212 | 169 |
Inventories | 828,974 | 771,989 |
Prepaid expenses | 98,431 | 95,355 |
Other current assets | 109,922 | 113,421 |
Assets, Noncurrent [Abstract] | ||
Property, plant and equipment, net | 2,362,391 | 2,364,482 |
Intangible assets, net | 83,151 | 83,812 |
Other assets, net | 44,296 | 47,458 |
Current liabilities: | ||
Accounts payable | 678,649 | 753,933 |
Accrued liabilities | 206,091 | 219,607 |
Long-term liabilities: | ||
Long-term debt, less current portion | 1,892,725 | 1,871,805 |
Deferred income tax liability, net | 283,217 | 260,293 |
Other liabilities | $ 89,682 | $ 93,136 |
Equity: | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 240,000,000 | 240,000,000 |
Common stock, shares issued | 0 | 102,773,705 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury stock, shares | 9,089,623 | |
Western Refining Logistics, LP [Member] | ||
Current assets: | ||
Cash and cash equivalents | $ 23,298 | $ 14,652 |
Accounts receivable, trade, net of a reserve for doubtful accounts | 62,385 | 65,240 |
Inventories | 9,089 | 10,144 |
Prepaid expenses | 6,946 | 6,421 |
Other current assets | 4,970 | 6,403 |
Assets, Noncurrent [Abstract] | ||
Property, plant and equipment, net | 417,146 | 419,448 |
Intangible assets, net | 6,301 | 6,515 |
Other assets, net | 3,115 | 3,233 |
Current liabilities: | ||
Accounts payable | 13,596 | 9,186 |
Accrued liabilities | 35,485 | 39,599 |
Long-term liabilities: | ||
Long-term debt, less current portion | 313,524 | 313,032 |
Deferred income tax liability, net | 1,129 | 641 |
Other liabilities | 9 | 9 |
Northern Tier Energy LP [Member] | ||
Current assets: | ||
Cash and cash equivalents | 5,800 | 29,500 |
Accounts receivable, trade, net of a reserve for doubtful accounts | 230,300 | 246,400 |
Inventories | 372,800 | 333,700 |
Other current assets | 18,500 | 23,300 |
Assets, Noncurrent [Abstract] | ||
Property, plant and equipment, net | 531,700 | 517,800 |
Intangible assets, net | 33,800 | 33,800 |
Other assets, net | 17,100 | 19,500 |
Current liabilities: | ||
Accounts payable | 357,700 | 393,300 |
Accrued liabilities | 52,600 | 54,600 |
Long-term liabilities: | ||
Long-term debt, less current portion | 365,500 | 344,000 |
Other liabilities | $ 30,000 | $ 28,600 |
Equity: | ||
Limited Partners' Capital Account, Units Outstanding | 92,947,533 | 92,947,533 |
Limited Partners' Capital Account, Units Issued | 92,947,533 | 92,947,533 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (Unaudited) Statement - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net sales | $ 2,328,532 | $ 1,455,504 |
Operating Costs and Expenses [Abstract] | ||
Cost of products sold (exclusive of depreciation and amortization) | 1,914,008 | 1,047,361 |
Direct operating expenses (exclusive of depreciation and amortization) | 231,801 | 223,585 |
Selling, general and administrative expenses | 58,641 | 53,285 |
Gain on disposal of assets, net | 459 | 130 |
Maintenance turnaround expense | 3,314 | 125 |
Depreciation and amortization | 56,804 | 52,651 |
Merger-related expenses | 11,297 | 408 |
Total operating costs and expenses | 2,275,406 | 1,377,285 |
Operating income | 53,126 | 78,219 |
Other income (expense): | ||
Income (Loss) from Equity Method Investments | 0 | 0 |
Interest income | 108 | 164 |
Interest and debt expense | (33,735) | (26,681) |
Other, net | 6,941 | 6,512 |
Income before income taxes | 26,440 | 58,214 |
Provision for income taxes | (5,444) | (18,629) |
Net income | 20,996 | 39,585 |
Less net income attributable to non-controlling interests | 9,428 | 9,047 |
Net income attributable to Western Refining, Inc. | 11,568 | 30,538 |
Comprehensive income attributable to Western Refining, Inc. | $ 11,524 | $ 30,538 |
Earnings Per Share [Abstract] | ||
Earnings Per Share, Basic | $ 0.10 | $ 0.34 |
Earnings Per Share, Diluted | $ 0.10 | $ 0.33 |
Weighted Average Number of Shares Outstanding [Abstract] | ||
Weighted Average Number of Shares Outstanding, Basic | 108,669 | 92,078 |
Weighted Average Number of Shares Outstanding, Diluted | 109,155 | 92,144 |
Dividends [Abstract] | ||
Common Stock, Dividends, Per Share, Declared | $ 0.38 | $ 0.38 |
Northern Tier Energy LP [Member] | ||
Revenues | $ 826,700 | $ 604,400 |
Operating Costs and Expenses [Abstract] | ||
Cost of Goods Sold | 703,700 | 474,200 |
Direct operating expenses | 73,800 | 78,300 |
Selling, general and administrative expenses | 19,000 | 23,300 |
Turnaround And Related Expenses | 2,400 | 400 |
Depreciation and amortization | 11,500 | 11,300 |
Merger-related expenses | 1,500 | 400 |
Income from equity method investment | 6,000 | 5,500 |
Depreciation and amortization | 11,500 | 11,300 |
Other Operating Income | 100 | (200) |
Operating income | 20,900 | 21,800 |
Other income (expense): | ||
Income (Loss) from Equity Method Investments | 1,600 | 5,500 |
Interest and debt expense | (6,500) | (6,500) |
Income before income taxes | 14,400 | 15,300 |
Provision for income taxes | (400) | (600) |
Net income attributable to Western Refining, Inc. | 14,000 | 14,700 |
Other comprehensive income, net of tax, post-employment benefit plans gain (loss) | (100) | 0 |
Comprehensive income attributable to Western Refining, Inc. | $ 13,900 | 14,700 |
Dividends [Abstract] | ||
Distribution Made to Limited Partner, Distributions Declared, Per Unit | $ 0 | |
Income Statement Related Disclosures [Abstract] | ||
Excise and Sales Taxes | $ 117,300 | $ 107,000 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net income | $ 20,996 | $ 39,585 |
Benefit plans: | ||
Amortization of net prior service cost | (73) | 0 |
Reclassification of loss to income | 1 | 0 |
Other comprehensive loss before tax | (72) | 0 |
Income tax | 28 | 0 |
Other comprehensive loss, net of tax | (44) | 0 |
Comprehensive income | 20,952 | 39,585 |
Less comprehensive income attributable to non-controlling interests | 9,428 | 9,047 |
Comprehensive income attributable to Western Refining, Inc. | 11,524 | 30,538 |
Northern Tier Energy LP [Member] | ||
Benefit plans: | ||
Comprehensive income attributable to Western Refining, Inc. | $ 13,900 | $ 14,700 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income attributable to Western Refining, Inc. | $ 11,568 | $ 30,538 |
Net income | 20,996 | 39,585 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 56,804 | 52,651 |
Changes in fair value of commodity hedging instruments | 4,452 | 12,483 |
Reserve for doubtful accounts | 977 | 26 |
Share-based Compensation | 5,740 | 6,181 |
Amortization of loan fees and original issue discount | 2,545 | 1,628 |
Change in lower of cost or market inventory adjustment | (1,868) | (51,734) |
Deferred income taxes | 22,924 | 28,561 |
Income (Loss) from Equity Method Investments | 0 | 0 |
Income from equity method investment, net of dividends | 1,678 | 5,517 |
Gain on disposal of assets, net | 459 | 130 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 16,494 | 21,824 |
Inventories | (55,117) | (84,321) |
Prepaid expenses | (3,076) | (6,758) |
Other assets | 4,826 | (62) |
Accounts payable and accrued liabilities | (89,201) | (13,165) |
Other long-term liabilities | (2,676) | 1,049 |
Net cash provided by (used in) operating activities | (18,317) | 2,301 |
Cash flows from investing activities: | ||
Capital expenditures | 46,258 | 79,029 |
Use of restricted cash | 0 | 32,323 |
Proceeds from the sale of assets | 530 | 219 |
Net cash used in investing activities | (45,728) | (46,487) |
Cash flows from financing activities: | ||
Payments on long-term debt and capital lease obligations | (3,237) | (1,922) |
Borrowings on revolving credit facility | 151,500 | 70,000 |
Repayments on revolving credit facility | (130,500) | (62,500) |
Deferred financing costs | 78 | 0 |
Purchase of common stock for treasury | 0 | (75,000) |
Distribution to non-controlling interest holders | (12,629) | (28,995) |
Payments of Dividends | 42,543 | 35,601 |
Payments of tax withholdings for stock-based compensation | (7,022) | (1,197) |
Net cash used in financing activities | (44,509) | (135,215) |
Net decrease in cash and cash equivalents | (108,554) | (179,401) |
Cash and cash equivalents at beginning of period | 268,581 | 772,502 |
Cash and cash equivalents at end of period | 160,027 | 593,101 |
Northern Tier Energy LP [Member] | ||
Cash flows from operating activities: | ||
Net income attributable to Western Refining, Inc. | 14,000 | 14,700 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 11,500 | 11,300 |
Depreciation and amortization | 11,500 | 11,300 |
Unrealized Gain (Loss) on Derivatives | (5,100) | 3,700 |
Other Noncash Income (Expense) | (500) | (500) |
Share-based Compensation | 1,500 | 4,600 |
Change in lower of cost or market inventory adjustment | (1,900) | (11,000) |
Income (Loss) from Equity Method Investments | 1,600 | 5,500 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 12,600 | 11,900 |
Inventories | (37,200) | (21,500) |
Other current assets | (3,400) | 500 |
Accounts payable and accrued liabilities | (34,500) | 4,900 |
Other, net | (5,200) | (100) |
Net cash provided by (used in) operating activities | (21,400) | 5,800 |
Cash flows from investing activities: | ||
Capital expenditures | 18,200 | 27,900 |
Net cash used in investing activities | (18,200) | (27,900) |
Cash flows from financing activities: | ||
Borrowings on revolving credit facility | 151,500 | 70,000 |
Proceeds from (Repayments of) Lines of Credit | (130,500) | (47,500) |
Payments of Capital Distribution | 1,200 | 36,300 |
Payments of tax withholdings for stock-based compensation | (3,900) | 0 |
Net cash used in financing activities | 15,900 | (13,800) |
Net decrease in cash and cash equivalents | (23,700) | $ (35,900) |
Cash and cash equivalents at beginning of period | 29,500 | |
Cash and cash equivalents at end of period | $ 5,800 |
Organization (Notes)
Organization (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | |
Organization | 1. Organization "Western," "we," "us," "our" and the "Company" refer to Western Refining, Inc. and, unless the context otherwise requires, our subsidiaries. Western Refining, Inc. was formed on September 16, 2005, as a holding company prior to our initial public offering and is incorporated in Delaware. We produce refined products at our refineries in El Paso, Texas, near Gallup, New Mexico and St. Paul Park, Minnesota. We sell refined products in Arizona, Colorado, Minnesota, New Mexico, Wisconsin, West Texas, the Mid-Atlantic region and Mexico. Our product sales occur through bulk distribution terminals, wholesale marketing networks and two retail networks with a total of 545 company-owned and franchised retail sites in the United States. On November 16, 2016, we entered into an Agreement and Plan of Merger (the “Tesoro Merger Agreement”) with Tesoro Corporation, a Delaware corporation (“Tesoro”), Tahoe Merger Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of Tesoro (“Merger Sub 1”), and Tahoe Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of Tesoro (“Merger Sub 2”), pursuant to which Merger Sub 1 will merge with and into the Company (the “First Tesoro Merger,” and, if a second merger election as discussed below is not made, the “Tesoro Merger”), with the Company surviving the First Tesoro Merger as a wholly-owned subsidiary of Tesoro. Subject to the terms and conditions set forth in the Tesoro Merger Agreement, upon consummation of the First Tesoro Merger, each share of our common stock, par value $0.01 per share issued and outstanding immediately prior to the effective time of the First Tesoro Merger (excluding our common stock owned by the Company or Tesoro or any of their respective direct or indirect wholly-owned subsidiaries that are not held on behalf of third parties) will be converted into and become exchangeable for, at the election of the holder of each share of our common stock, either (a) $37.30 in cash or (b) 0.4350 shares of Tesoro common stock, par value $0.16⅔ per share, in each case without interest and subject to proration. See Note 23, Tesoro Merger , for additional information. As of March 31, 2017 , we own 100% of the limited partner interest in Northern Tier Energy LP ("NTI") and 100% of its general partner. We entered into an Agreement and Plan of Merger dated December 21, 2015 (the “NTI Merger Agreement”) and the merger was successfully completed on June 23, 2016 (the "NTI Merger"). We incurred $500 million of additional secured indebtedness under our amended term loan credit agreement to partially fund the NTI Merger consideration. See Note 9, Long-Term Debt , and Note 21, Acquisitions , for further discussion. We formed Western Refining Logistics, LP ("WNRL") as a Delaware master limited partnership to own, operate, develop and acquire terminals, storage tanks, pipelines and other logistics assets and related businesses. As of March 31, 2017 , we owned a 52.5% limited partner interest in WNRL and the public held a 47.5% limited partner interest. We control WNRL through our 100% ownership of its general partner and we own the majority of WNRL's limited partnership interests. WNRL owns and operates logistics assets consisting of pipeline and gathering, terminalling, storage and transportation assets as well as a wholesale business that operates primarily in the Southwest. WNRL operates its logistics assets primarily for the benefit of the Company. On September 15, 2016 , we sold certain assets consisting of terminals, transportation and storage assets and the related land located at our St. Paul Park refinery and Cottage Grove tank farm to WNRL. These assets primarily receive, store and distribute crude oil, feedstock and refined products associated with the St. Paul Park refinery (the " St. Paul Park Logistics Assets "). WNRL acquired these assets from us in exchange for $195.0 million in cash and 628,224 common units representing limited partner interests in WNRL. We refer to this transaction as the " St. Paul Park Logistics Transaction ." The WNRL financial and operational data presented includes the historical results of all assets acquired from Western in the St. Paul Park Logistics Transaction . The acquisition from Western was a transfer of assets between entities under common control. Accordingly, the financial information contained herein for WNRL has been retrospectively adjusted, to include the historical results of the assets acquired, for periods prior to the effective date of the transaction. Our operations include three business segments: refining, WNRL and retail. See Note 3, Segment Information , for further discussion of our business segments. |
Northern Tier Energy LP [Member] | |
Segment Reporting Information [Line Items] | |
Organization | DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION Description of the Business Northern Tier Energy LP ("NTE LP", "NTI" "Northern Tier" or the "Company") is a wholly-owned subsidiary of Western Refining, Inc. ("Western") operating as a downstream energy company with refining, retail and logistics operations that serve the Petroleum Administration for Defense District II ("PADD II") region of the United States. NTE LP holds 100% of the membership interest in Northern Tier Energy LLC ("NTE LLC"). NTE LP is a master limited partnership (“MLP") for U.S. federal income tax purposes. NTE LP includes the operations of NTE LLC, St. Paul Park Refining Co. LLC (“SPPR"), Northern Tier Retail Holdings LLC ("NTRH") and Northern Tier Oil Transport LLC ("NTOT"). NTRH is the parent company of Northern Tier Retail LLC ("NTR") and Northern Tier Bakery LLC ("NTB"). NTR is the parent company of SuperAmerica Franchising LLC ("SAF"). SPPR owns a 17% interest in MPL Investments Inc. ("MPLI") and a 17% interest in Minnesota Pipe Line Company, LLC ("MPL") and a 1.0% interest in Western Refining Logistics, LP ("WNRL"). MPLI owns 100% of the preferred interest in MPL, which owns and operates a 465,000 barrel per day ("bpd") crude oil pipeline in Minnesota (see Note 6 ). NTOT is a crude oil trucking business in North Dakota that collects crude oil directly from wellheads in the Bakken shale and transports it to regional pipeline and rail facilities. Western indirectly owns 100% of both Northern Tier Energy GP LLC ("NTE GP") and NTE LP. Western, through its subsidiary NT InterHold Co LLC, a Delaware limited liability company ("NT InterHold Co") as the owner of the general partner of NTE LP, has the ability to appoint all of the members of the NTE GP's board of directors. On December 21, 2015 , Western and NTE LP announced that they had entered into an Agreement and Plan of Merger dated as of December 21, 2015 ("the Merger Agreement"), with NTE GP and Western Acquisition Co, LLC, a Delaware limited liability company and wholly-owned subsidiary of Western ("MergerCo") whereby Western would acquire all of Northern Tier's outstanding common units not already owned by Western (the "Merger"). Based upon the consideration elections made by NTI common unitholders, this cash and Western common stock was allocated among NTI common unitholders as follows: • NTI common unitholders who made a valid "Mixed Election" (as defined in the Merger Agreement), or who made no election, received $15.00 in cash and 0.2986 of a share of Western common stock for each such NTI common unit held. • NTI common unitholders who made a valid "Cash Election" (as defined in the Merger Agreement) received $15.357 in cash and 0.28896 of a share of Western common stock as prorated in accordance with the Merger Agreement for each such NTI common unit held. • NTI common unitholders who made a valid "Stock Election" (as defined in the Merger Agreement) received 0.7036 of a share of Western common stock for each such NTI common unit held. On June 23, 2016, following the approval of the Merger by NTI common unitholders, all closing conditions to the Merger were satisfied, and the Merger was successfully completed. The transaction resulted in approximately 17.1 million additional shares of WNR common stock outstanding. Subsequent to this transaction, NTI continues to exist as a limited partnership and became an indirect wholly-owned subsidiary of Western (see Note 19 ). Refining Business As of March 31, 2017 , the St. Paul Park refinery owned by SPPR, which is located in St. Paul Park, Minnesota, had total crude oil throughput capacity of 102,000 barrels per stream day. Refining operations include crude fractionation, catalytic cracking, hydrotreating, reforming, alkylation, sulfur recovery and a hydrogen plant. The refinery processes predominately North Dakota and Canadian crude oils into products such as gasoline, diesel, jet fuel, kerosene, asphalt, propane, propylene and sulfur. The refined products are sold primarily in the Upper Great Plains of the United States. On September 7, 2016, SPPR entered into a Contribution, Conveyance and Assumption Agreement (the "Contribution Agreement") by and among Western, SPPR, WNRL and Western Refining Logistics GP, LLC, the general partner of WNRL. Pursuant to the terms of the Contribution Agreement, SPPR sold certain tank, terminal, rack, transportation facilities and other logistics assets to WNRL in exchange for $195 million cash and 628,224 common units representing limited partner interests in WNRL. Concurrent with the Contribution Agreement, SPPR and WNRL entered into a terminalling, transportation and storage services agreement with an initial term of ten years whereby SPPR will pay fees to WNRL for storage, product throughput and blending services. See Note 3 for further discussion of this transaction. Retail Business As of March 31, 2017 , NTR operated 192 convenience stores under the SuperAmerica brand and SAF supported 94 franchised stores which also utilize the SuperAmerica brand. NTR purchased the merchandise and fuel inventories and assumed the leases and operations of 22 former franchise locations in the first quarter 2017. These 286 SuperAmerica stores are primarily located in Minnesota and Wisconsin and sell gasoline, merchandise and, in some locations, diesel fuel. There is a wide range of merchandise sold at the stores including prepared foods, beverages and non-food items. The merchandise sold includes a significant number of proprietary items. NTB prepares and distributes food products under the SuperMom’s brand primarily to SuperAmerica branded retail outlets. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for the periods reported have been included. Operating results for the three months ended March 31, 2017 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 , or for any other period. The condensed consolidated balance sheet at December 31, 2016 , has been derived from the audited financial statements of NTE LP at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s 2016 Annual Report on Form 10-K. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | 2. Basis of Presentation and Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim consolidated financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these unaudited condensed consolidated financial statements 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 months ended March 31, 2017 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 , or for any other period. The Condensed Consolidated Balance Sheet at December 31, 2016 , 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. 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, 2016 . Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Western and our subsidiaries. We own a 52.5% limited partner interest in WNRL and 100% of WNRL's general partner. As the general partner of WNRL, we have the ability to direct the activities of WNRL that most significantly impact their respective economic performance. We have reported a non-controlling interest for WNRL as of March 31, 2017 and December 31, 2016 , of $596.8 million and $600.1 million , respectively, in our Condensed Consolidated Balance Sheets. All intercompany accounts and transactions have been eliminated for all periods presented. Investments in significant non-controlled entities over which we have the ability to exercise significant influence are accounted for using the equity method. Variable Interest Entity WNRL is a variable interest entity ("VIE") as defined under GAAP. A VIE is a legal entity whose equity owners do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or, as a group, the equity holders lack the power, through voting rights, to direct the activities that most significantly impact the entity's financial performance, the obligation to absorb the entity's expected losses or rights to expected residual returns. As the general partner of WNRL, we have the sole ability to direct the activities of WNRL that most significantly impact WNRL's financial performance, and therefore we consolidate WNRL. See Note 22, WNRL , for further discussion. Goodwill and Other Unamortizable Intangible Assets Goodwill represents the excess of the purchase price (cost) over the fair value of the net assets acquired and is carried at cost. We do not amortize goodwill for financial reporting purposes. We test goodwill for impairment at the reporting unit level. The reporting unit or units used to evaluate and measure goodwill for impairment are determined primarily from the manner in which the business is managed. Our policy is to test goodwill and other unamortizable intangible assets for impairment annually at June 30, or more frequently if indications of impairment exist. The risk of goodwill and intangible asset impairment losses may increase to the extent that results of operations or cash flows decline at our St. Paul Park refinery or SuperAmerica operating segments. Impairment losses may result in a material, non-cash write-down of goodwill or intangible assets. Furthermore, impairment losses could have a material adverse effect on the Company’s results of operations and shareholders’ equity. Use of Estimates and Seasonality The preparation of financial statements, in accordance 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 as of the date of the financial statements and the reported amounts of revenues and expenses during the respective reporting period. Actual results could differ from those estimates. Demand for gasoline is generally higher during the summer months than during the winter months. As a result, our operating results for the first and fourth calendar quarters are generally lower than those for the second and third calendar quarters of each year. During 2016 and continuing into 2017, the volatility in crude oil prices and refining margins contributed to the variability of our results of operations. Recent Accounting Pronouncements Effective January 1, 2017, we adopted the accounting and reporting requirements included in the Accounting Standards Codification ("ASC") for employee share-based payment accounting. We have applied the new standard prospectively, except for the cash flow considerations, which we applied retrospectively. The adoption of these revised standards was not material to our financial position. During the three months ended March 31, 2017 , we recognized all excess tax benefits and tax deficiencies as an income tax benefit in the Condensed Consolidated Statement of Operations rather than in additional paid-in capital. The presentation of our Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2016 , has been retrospectively adjusted to include payments of $1.2 million for tax withholdings for stock-based compensation in net cash used in financing activities that was previously reported in net cash provided by operating activities as a change in accounts payable and accrued liabilities. ASU 2017-03 addresses the disclosure requirements in regards to the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The specific impact of this guidance will be determined by the respective changes in GAAP. 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 can be adopted using either a full retrospective approach or a modified approach, with early adoption permitted for periods beginning after December 15, 2016, and interim periods thereafter. We have been evaluating and continue to evaluate the provisions of this standard and its impact on our business processes, business and accounting systems, and financial statements and related disclosures. A multi-disciplined implementation team has gained an understanding of the standard’s revenue recognition model, is reviewing and documenting our contracts, and is analyzing whether enhancements are needed to our business and accounting systems. Thus far in our review and analysis, we have not identified any material differences in our existing revenue recognition methods that would require modification under the new standard. We expect to complete this phase of our implementation plan within the next several months after which we will implement any changes to existing business processes and systems to accommodate the new standard. We will adopt this standard as of January 1, 2018. • 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. We have been evaluating and continue to evaluate the provisions of this standard and its impact on our business processes, business and accounting systems, and financial statements and related disclosures. • Cash flow statement - the requirements address certain classification issues related to the statement of cash flows. These provisions are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted in any interim or annual period. • Recognition of breakage for certain prepaid stored-value products - the requirements align recognition of the financial liabilities related to prepaid stored-value products with the revenue recognition standard discussed above for non-financial liabilities. Certain of these liabilities may be extinguished proportionally in earnings as redemptions occur, or when redemption is remote if issuers are not entitled to the unredeemed stored value. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 with early adoption permitted subject to certain requirements. • Cash flow statement - the requirements provide guidance on presentation in the statement of cash flows for cash, cash equivalents and restricted cash or restricted cash equivalents in order to address diversity in practice among entities. The update would result in presentation of restricted cash as a component of beginning-of-the-period and end-of-the-period cash and cash equivalents within the statement of cash flows. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted subject to certain requirements. • Business combinations - the requirements clarify the definition of a business and provide a framework that gives entities a basis for making reasonable judgments about whether a transaction involves an asset or a business. This guidance is effective in annual periods beginning after December 15, 2017, including interim periods therein. It must be applied prospectively on or after the effective date with early adoption permitted subject to certain requirements, and no disclosures for a change in accounting principle are required at transition. • Goodwill - the requirements change the accounting for goodwill impairments by eliminating step 2 from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. This guidance is effective for annual and any interim impairment tests for periods beginning after December 15, 2019. Early adoption is allowed for all entities as of January 1, 2017, for annual and any interim impairment tests occurring after January 1, 2017. • Retirement plan - the requirements change how net periodic benefit costs for defined benefit pension and/or other postretirement benefit plans are presented in the income statement. Only the service cost component will be eligible for capitalization in assets. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted subject to certain requirements. |
Northern Tier Energy LP [Member] | |
Segment Reporting Information [Line Items] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | SUMMARY OF PRINCIPAL ACCOUNTING POLICIES The significant accounting policies set forth in Note 2 to the consolidated financial statements in the Company's 2016 Annual Report on Form 10-K, appropriately represent, in all material respects, the current status of accounting policies and are incorporated herein by reference. Principles of Consolidation NTE LP is a Delaware limited partnership which consolidates all accounts of NTE LLC and its subsidiaries, including SPPR, NTRH and NTOT. All intercompany accounts have been eliminated in these condensed consolidated financial statements. The Company’s common equity interests in MPL and WNRL are accounted for using the equity method of accounting. Although SPPR owns only 1.0% of WNRL's common equity, its indirect parent company, Western, owns 52.5% . Because of Western’s controlling influence over WNRL, the investment provides the Company significant influence over WNRL and the Company accounts for its ownership interest in WNRL under the equity method. Equity income from MPL and WNRL represent the Company’s proportionate share of net income available to common equity owners generated by MPL and WNRL. See Note 3 for further discussion of the Company's ownership interests in MPL and WNRL. The equity method investments are assessed for impairment whenever changes in facts or circumstances indicate a loss in value has occurred. When the loss is deemed to be other than temporary, the carrying value of the equity method investment is written down to fair value, and the amount of the write-down is included in operating income. See Note 6 for further information on the Company’s equity method investment. MPLI owns all of the preferred membership units of MPL. This investment in MPLI, which provides the Company no significant influence over MPLI, is accounted for as a cost method investment. The investment in MPLI is carried at a value of $6.8 million at both March 31, 2017 and December 31, 2016 , and is included in other noncurrent assets within the condensed consolidated balance sheets. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the respective reporting periods. Actual results could differ from those estimates. Operating Segments The Company has two reportable operating segments; Refining and Retail (see Note 18 for further information on the Company’s operating segments). The Refining and Retail operating segments consist of the following: • Refining – operates the St. Paul Park, Minnesota refinery, NTOT and includes the Company’s interest in MPL and MPLI, and • Retail – comprised 192 Company operated convenience stores and 94 franchisee operated convenience stores as of March 31, 2017 , primarily in Minnesota and Wisconsin. The retail segment also includes the operation of NTB. Inventories Crude oil, refined product and other feedstock and blendstock inventories are carried at the lower of cost or market ("LCM"). Cost is determined principally under the last-in, first-out ("LIFO") valuation method to reflect a better matching of costs and revenues for refining inventories. Costs include both direct and indirect expenditures incurred in bringing an item or product to its existing condition and location. Ending inventory costs in excess of market value are written down to net realizable market values and charged to cost of sales in the period recorded. In subsequent periods, a new LCM determination is made based upon current circumstances relative to, and not to exceed, the original LCM reserve that was established in fourth quarter 2014. However, in no case would the LCM reserve decrease beyond zero. The Company has LIFO pools for crude oil and other feedstocks and for refined products in its Refining segment and a LIFO pool for refined products inventory held by the retail stores in its Retail segment. Retail merchandise inventory is valued using the average cost method. Property, Plant and Equipment Property, plant and equipment is recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets. Such assets or asset groups are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected undiscounted future cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized based on the fair value of the asset. The amortization of capital lease assets is presented in depreciation and amortization. When property, plant and equipment depreciated on an individual basis is sold or otherwise disposed of, any gains or losses are reported in the condensed consolidated statements of operations and comprehensive income. Gains on the disposal of property, plant and equipment are recognized when earned, which is generally at the time of sale. If a loss on disposal is expected, such losses are generally recognized when the assets are classified as held for sale. Expenditures for routine maintenance and repair costs are expensed when incurred. Refinery process units require periodic major maintenance and repairs that are commonly referred to as "turnarounds." Turnaround cycles vary from unit to unit but can be as short as one year for catalyst changes to as long as six years. Turnaround costs are expensed as incurred. Derivative Financial Instruments The Company is exposed to earnings and cash flow volatility due to fluctuations in crude oil, refined products, and natural gas prices. The timing of certain commodity purchases and sales also subject the Company to earnings and cash flow volatility. To manage these risks, the Company may use derivative instruments associated with the purchase or sale of crude oil, refined products, and natural gas to hedge volatility in our refining and operating margins. The Company may use futures, options, and swaps contracts to manage price risks associated with inventory quantities above or below target levels. Crack spread and crude differential futures and swaps contracts may also be used to hedge the volatility of refining margins. All derivative instruments, except for those that meet the normal purchases and normal sales exception, are recorded in the condensed consolidated balance sheets at fair value and are classified depending on the maturity date of the underlying contracts. Changes in the fair value of the Company's contracts are accounted for by marking them to market and recognizing any resulting gains or losses in the condensed consolidated statements of operations and comprehensive income. Gains and losses from derivative activity specific to managing price risk on inventory quantities both above and below target levels are included within cost of sales. Derivative gains and losses are reported as operating activities within the condensed consolidated statements of cash flows. The Company enters into crude oil forward contracts to facilitate the supply of crude oil to the refinery. These contracts may qualify for the normal purchases and normal sales exception because the Company physically receives and delivers the crude oil under the contracts and when the Company enters into these contracts, the quantities are expected to be used or sold over a reasonable period of time in the normal course of business. These transactions are reflected in the period that delivery of the crude oil takes place. When forward contracts do not qualify for the normal purchases and sales exception, the contracts are marked to market each period through the settlement date, which is generally no longer than one to three months. Renewable Identification Numbers The Company is subject to obligations to generate or purchase Renewable Identification Numbers ("RINs") required to comply with the Renewable Fuels Standard. The Company's overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by the Environmental Protection Agency ("EPA"). To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in accrued liabilities when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in other current assets when the amount of RINs earned and purchased is greater than the RINs liability. Future changes to existing laws and regulations could increase the minimum volumes of renewable fuels that must be blended with refined petroleum fuels. Because the Company does not produce renewable fuels, increasing the volume of renewable fuels that must be blended into its products could displace an increasing volume of the Company's refineries' product pool, potentially resulting in lower earnings and materially adversely affecting our ability to issue dividends to the Company's unitholders. The purchase price for RINs is volatile and may vary significantly from period to period. Historically, the cost of purchased RINs has not had a significant impact upon the Company's operating results. Revenue Recognition Revenues are recognized when products are shipped or services are provided to customers, title is transferred, the sales price is fixed or determinable and collectability is reasonably assured. Revenues are recorded net of discounts granted to customers. Shipping and other transportation costs billed to customers are presented on a gross basis in revenues and cost of sales. Nonmonetary product exchanges and certain buy/sell crude oil transactions, which are entered into in contemplation one with another, are included on a net cost basis in cost of sales. The Company also enters into agreements to purchase and sell crude oil to third parties and certain of these activities are recorded on a gross basis. Cost of Sales Cost of sales in the condensed consolidated statements of operations and comprehensive income excludes depreciation and amortization of refinery assets and the direct labor and overhead costs related to the operation of the refinery. These costs are included in the condensed consolidated statements of operations and comprehensive income in the depreciation and amortization and direct operating expenses line items, respectively. Excise Taxes The Company is required by various governmental authorities, including federal and state, to collect and remit taxes on certain products. Such taxes are presented on a gross basis in revenue and cost of sales in the condensed consolidated statements of operations and comprehensive income. These taxes totaled $117.3 million and $107.0 million for the three months ended March 31, 2017 and 2016 , respectively. Accounting Developments In May 2014, the FASB issued ASU No. 2014-09 "Revenue from Contracts with Customers," which provides guidance for revenue recognition. The 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. In August 2014, the FASB issued ASU No. 2015-14 which deferred the effective date of ASU 2014-09. This guidance will now be effective for the Company's financial statements in the annual period beginning after December 15, 2017. The Company is evaluating the effect of adopting this new accounting guidance and does not expect adoption will have a material impact on NTE's results of operations, cash flows or financial position. In February 2016, the FASB issued ASU No. 2016-02 "Leases," which replaces the existing guidance in Accounting Standards Codification ("ASC") 840. This new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. The guidance requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use ("ROU") asset and a corresponding lease liability. For finance leases the lessee would recognize interest expense and amortization of the ROU asset and for operating leases the lessee would recognize a straight-line total lease expense. The Company is currently assessing the impact that adoption of this guidance will have on its consolidated financial statements and footnote disclosures. In March 2016, the FASB issued ASU No. 2016-04 "Liabilities – Extinguishment of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products," which aligns recognition of the financial liabilities related to prepaid stored-value products (for example, prepaid gift cards), with Topic 606, Revenues from Contracts with Customers, for non-financial liabilities. In general, certain of these liabilities may be extinguished proportionally in earnings as redemptions occur, or when redemption is remote if issuers are not entitled to the unredeemed stored value. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 with early adoption permitted subject to certain requirements. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures. In March 2016, the FASB issued ASU No. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of ASU 2014-09. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures. In March 2016, the FASB issued ASU No. 2016-09 "Compensation – Stock Compensation," which identifies areas for simplification involving several aspects of accounting for equity-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. Effective January 1, 2017, the Company has adopted the accounting and reporting requirements included in ASU No. 2016-09 for employee share-based payment accounting. The Company has applied the new standard prospectively, except for the cash flow considerations, which we applied retrospectively. The adoption of these revised standards was not material to NTE's results of operations or financial position. The presentation of our Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2016 has been retrospectively adjusted, however, there were no payments for tax withholdings for stock-based compensation during the three months ended March 31, 2016. In August 2016, the FASB issued ASU No. 2016-15 "Classification of Certain Cash Receipts and Cash Payments," which provides guidance on presentation in the statement of cash flows on eight subject areas where there current GAAP either is unclear or does not include specific guidance, resulting in diversity in practice. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 with early adoption permitted subject to certain requirements. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures. |
Segment Information (Notes)
Segment Information (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | |
Segment Information | 3. Segment Information We have organized our operations into three segments: refining, WNRL and retail, based on manufacturing and marketing processes, the nature of our products and services and each segment's respective customer base. We treated the St. Paul Park Logistics Assets that we sold to WNRL as a transfer of assets between entities under common control. Accordingly, we have retrospectively adjusted the financial information for the affected reporting segments to include or exclude the historical results of the transferred assets for periods prior to the effective date of the transaction. We moved the St. Paul Park Logistics Assets from the refining segment to the WNRL segment. Business Segments and Principal Products Refining . Our refining segment includes the operations of three refineries. The El Paso refinery in El Paso, Texas, has a crude oil throughput capacity of 135,000 barrels per day ("bpd"), the Gallup refinery, near Gallup, New Mexico has a 25,000 bpd capacity and the St. Paul Park refinery, in St. Paul Park, Minnesota has a 102,000 bpd capacity. Our refineries produce various grades of gasoline, diesel fuel and other products from crude oil, other feedstocks and blending components. We purchase crude oil, other feedstocks and blending components from various third-party suppliers. We also acquire refined products through exchange agreements and from various third-party suppliers to supplement supply to our customers. We sell these products to WNRL, to our retail segment, to other independent wholesalers and retailers, commercial accounts and sales and exchanges with major oil companies. We had a supply and marketing agreement with a third party covering activities related to our refined product supply, sales and hedging in the Mid-Atlantic region. This supply agreement expired on December 31, 2016. On that date, we acquired $46.0 million in finished product inventories valued at market related to our Mid-Atlantic operations and now realize 100% of the operating results. WNRL. WNRL owns and operates certain logistics assets that consist of pipeline and gathering, terminalling, storage and transportation assets, with which we provide related services to our refining segment in the Southwest and Upper Great Plains regions, including 705 miles of pipelines and 12.4 million barrels of active storage capacity. The majority of WNRL's logistics assets are integral to the operations of the El Paso, Gallup and St. Paul Park refineries. WNRL also owns a wholesale business that operates primarily in the Southwest. WNRL's wholesale business includes the operations of several lubricant and bulk petroleum distribution plants and a fleet of crude oil, asphalt and refined product delivery trucks. WNRL distributes commercial wholesale petroleum products primarily in Arizona, Colorado, Nevada, New Mexico and Texas. WNRL purchases petroleum fuels and lubricants from our refining segment and from third-party suppliers. Retail . Our retail segment operates retail networks located in the Southwest region (" Southwest Retail ") and the Upper Great Plains region of the U.S. (" SuperAmerica "). Each of our retail networks sells various grades of gasoline, diesel fuel, convenience store merchandise and beverage and food products to the general public through retail convenience stores. Southwest Retail obtains the majority of its gasoline and diesel fuel supply from WNRL and purchases general merchandise and beverage and food products from various third-party suppliers. At March 31, 2017 , Southwest Retail operated 259 service stations and convenience stores located in Arizona, Colorado, New Mexico and Texas compared to 258 service stations and convenience stores at March 31, 2016 . In addition to its service stations and convenience stores, Southwest Retail sells various grades of gasoline and diesel fuel to commercial vehicle fleets through unmanned fleet fueling sites ("cardlocks") located in Arizona, Colorado, New Mexico and Texas. Southwest Retail operated 52 cardlocks at March 31, 2017 and March 31, 2016 . As of March 31, 2017 , SuperAmerica operated 192 retail convenience stores and supported the operations of 94 franchised retail convenience stores primarily in Minnesota and Wisconsin, compared to 169 and 114 at March 31, 2016 , respectively. SuperAmerica assumed full operations for 22 stores during the first quarter of 2017 through an assumption of leases and inventory purchase of previously franchised stores. SuperAmerica obtains the majority of its gasoline and diesel for its Minnesota and Wisconsin retail convenience stores from the St. Paul Park refinery. 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; merger and reorganization costs; net impact of the disposal of assets and depreciation and amortization. The refining segment also includes costs related to periodic maintenance turnaround activities. Cost of products sold includes net realized and unrealized gains and losses related to our commodity hedging activities and reflects current costs adjusted, where appropriate, for "last-in, first-out" ("LIFO") and lower of cost or market ("LCM") inventory adjustments. Intersegment revenues are reported at prices that approximate market. Activities of our business that are not included in the three reportable segments mentioned above are included in the "Other" category. These activities consist primarily of corporate staff operations and other items that are not specific to the normal business of any one of our three reportable segments. We do not allocate certain items of other income and expense, including income taxes, to the individual segments. Costs have been included in Merger and reorganization costs in the accompanying Condensed Consolidated Statements of Operations and are included in the "Other" category within our segment presentation. These costs consist of $8.5 million of expense related to the Tesoro Merger, which included transaction and consulting costs, $2.1 million in NTI Merger reorganization expenses including legal, employee severance and retention costs and $0.7 million of expense related to the reorganization of our Gallup refinery operations. The total assets of each segment consist primarily of cash and cash equivalents; inventories; net accounts receivable; net property, plant and equipment and 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; net property, plant and equipment and other long-term assets. Disclosures regarding our reportable segments with reconciliations to consolidated totals for the three months ended March 31, 2017 and 2016 , are presented below: Three Months Ended March 31, 2017 2016 (In thousands) Operating Results: Refining Net sales $ 2,085,638 $ 1,276,968 Intersegment eliminations 705,653 590,119 Net refining sales to external customers 1,379,985 686,849 WNRL Net sales 604,692 468,039 Intersegment eliminations 190,543 149,462 Net WNRL sales to external customers 414,149 318,577 Retail Net sales 542,961 451,627 Intersegment eliminations 8,563 1,549 Net retail sales to external customers 534,398 450,078 Consolidated net sales to external customers $ 2,328,532 $ 1,455,504 Operating income (loss) Refining (1) (2) $ 61,665 $ 84,374 WNRL (2) 26,362 13,188 Retail (1) 3,848 3,865 Other (38,749 ) (23,208 ) Operating income from segments 53,126 78,219 Other income (expense), net (26,686 ) (20,005 ) Consolidated income before income taxes $ 26,440 $ 58,214 Depreciation and amortization Refining (2) $ 40,187 $ 36,500 WNRL (2) 9,732 9,338 Retail 6,076 5,680 Other 809 1,133 Consolidated depreciation and amortization $ 56,804 $ 52,651 Capital expenditures Refining (2) $ 37,115 $ 67,957 WNRL (2) 5,470 8,356 Retail 3,262 2,074 Other 411 642 Consolidated capital expenditures $ 46,258 $ 79,029 Total assets Refining (2) (including $1,267,455 of goodwill) $ 4,323,611 $ 4,123,181 Three Months Ended March 31, 2017 2016 (In thousands) WNRL (2) 533,250 556,940 Retail (including $21,988 of goodwill) 438,371 443,112 Other 191,405 630,529 Consolidated total assets $ 5,486,637 $ 5,753,762 (1) The effect of our economic hedging activity is included within the operating income of our refining segment as a component of cost of products sold. The cost of products sold within our refining segment included $35.3 million in net realized and unrealized economic hedging gains for the three months ended March 31, 2017 , respectively, and $5.3 million in net realized and unrealized economic hedging gains for the three months ended March 31, 2016 . Also included within cost of products sold for our refining segment is the net effect of non-cash LCM recoveries of $1.6 million and $51.6 million for the three months ended March 31, 2017 and 2016 , respectively. Our retail segment includes non-cash LCM recoveries of $0.3 million and $0.1 million for the three months ended March 31, 2017 and 2016 , respectively. (2) WNRL's financial data includes its historical financial results and an allocated portion of corporate general and administrative expenses, previously reported in our other category, for the three months ended March 31, 2016 . The information contained herein for WNRL has been retrospectively adjusted, to include the historical results of the St. Paul Park Logistics Assets . |
Northern Tier Energy LP [Member] | |
Segment Reporting Information [Line Items] | |
Segment Information | . SEGMENT INFORMATION The Company has two reportable operating segments: Refining and Retail. Each of these segments is organized and managed based upon the nature of the products and services they offer. The segment disclosures reflect management’s current organizational structure. • Refining – operates the St. Paul Park, Minnesota refinery, terminal, NTOT and related assets, and includes the Company’s interest in MPL and MPLI, and • Retail – operates 192 convenience stores primarily in Minnesota and Wisconsin. The retail segment also includes the operations of NTB and SAF. Operating results for the Company’s operating segments are as follows: Three Months Ended March 31, 2017 (in millions) Refining Retail Corporate/Other Total Revenues Customer $ 579.5 $ 247.2 $ — $ 826.7 Intersegment 140.5 — — 140.5 Segment revenues 720.0 247.2 — 967.2 Elimination of intersegment revenues — — (140.5 ) (140.5 ) Total revenues $ 720.0 $ 247.2 $ (140.5 ) $ 826.7 Income (loss) from operations $ 29.8 $ 1.1 $ (10.0 ) $ 20.9 Income from equity method investment $ 6.0 $ — $ — $ 6.0 Depreciation and amortization $ 9.5 $ 1.8 $ 0.2 $ 11.5 Capital expenditures $ 15.5 $ 2.7 $ — $ 18.2 Three Months Ended March 31, 2016 (in millions) Refining Retail Other Total Revenues Customer $ 381.6 $ 222.8 $ — $ 604.4 Intersegment 113.7 — — 113.7 Segment revenues 495.3 222.8 — 718.1 Elimination of intersegment revenues — — (113.7 ) (113.7 ) Total revenues $ 495.3 $ 222.8 $ (113.7 ) $ 604.4 Income (loss) from operations $ 28.1 $ 1.7 $ (8.0 ) $ 21.8 Income from equity method investment $ 5.5 $ — $ — $ 5.5 Depreciation and amortization $ 9.0 $ 2.2 $ 0.1 $ 11.3 Capital expenditures $ 26.4 $ 1.5 $ — $ 27.9 Three Months Ended March 31, 2017 (in millions) Refining Retail Corporate/Other Total Revenues Customer $ 579.5 $ 247.2 $ — $ 826.7 Intersegment 140.5 — — 140.5 Segment revenues 720.0 247.2 — 967.2 Elimination of intersegment revenues — — (140.5 ) (140.5 ) Total revenues $ 720.0 $ 247.2 $ (140.5 ) $ 826.7 Income (loss) from operations $ 29.8 $ 1.1 $ (10.0 ) $ 20.9 Income from equity method investment $ 6.0 $ — $ — $ 6.0 Depreciation and amortization $ 9.5 $ 1.8 $ 0.2 $ 11.5 Capital expenditures $ 15.5 $ 2.7 $ — $ 18.2 Three Months Ended March 31, 2016 (in millions) Refining Retail Corporate/Other Total Revenues Customer $ 381.6 $ 222.8 $ — $ 604.4 Intersegment 113.7 — — 113.7 Segment revenues 495.3 222.8 — 718.1 Elimination of intersegment revenues — — (113.7 ) (113.7 ) Total revenues $ 495.3 $ 222.8 $ (113.7 ) $ 604.4 Income (loss) from operations $ 28.1 $ 1.7 $ (8.0 ) $ 21.8 Income from equity method investment $ 5.5 $ — $ — $ 5.5 Depreciation and amortization $ 9.0 $ 2.2 $ 0.1 $ 11.3 Capital expenditures $ 26.4 $ 1.5 $ — $ 27.9 Intersegment sales from the refining segment to the retail segment consist primarily of sales of refined products which are recorded based on contractual prices that are market-based. Revenues from external customers are nearly all in the United States. Total assets by segment were as follows: (in millions) Refining Retail Corporate/Other Total At March 31, 2017 $ 1,136.3 $ 149.0 $ 13.6 $ 1,298.9 At December 31, 2016 $ 1,113.8 $ 137.5 $ 40.0 $ 1,291.3 Total assets for the refining and retail segments exclude all intercompany balances. All cash and cash equivalents are included in corporate/other assets. All property, plant and equipment are located in the United States. |
Fair Value Measurement (Notes)
Fair Value Measurement (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Measurement | 4. Fair Value Measurement We utilize the market approach when measuring fair value of our financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The fair value hierarchy consists of the following three levels: Level 1 Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs that are derived principally from or corroborated by observable market data. Level 3 Inputs are derived from valuation techniques that one or more significant inputs or value drivers are unobservable and cannot be corroborated by market data or other entity-specific inputs. The carrying amounts of cash and cash equivalents, which we consider Level 1 assets and liabilities, approximated their fair values at March 31, 2017 and December 31, 2016 , due to their short-term maturities. Our fair value assessment incorporates a variety of considerations, including the short-term duration of the instruments and an evaluation of counterparty credit risk. Cash equivalents totaling $0.01 million and $60.0 million consisting of short-term money market deposits and commercial paper were included in the Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016 , respectively. We maintain cash deposits with various counterparties in support of our hedging and trading activities. These deposits are required by counterparties as collateral and cannot be offset against the fair value of open contracts except in the event of default. Certain of our commodity derivative contracts under master netting arrangements include both asset and liability positions. We have elected to offset the fair value amounts recognized for multiple similar derivative instruments executed with the same counterparty under the column "Netting Adjustments" below; however, fair value amounts by hierarchy level are presented on a gross basis in the tables below. See Note 13, Crude Oil and Refined Product Risk Management , for further discussion of master netting arrangements. The following tables represent our assets and liabilities for our commodity hedging contracts measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016 , and the basis for that measurement: Carrying Value at March 31, 2017 Fair Value Measurement Using Netting Adjustments Recorded Value at March 31, 2017 Level 1 Level 2 Level 3 (In thousands) Gross financial assets: Other current assets $ 9,412 $ — $ 9,412 $ — $ (3,588 ) $ 5,824 Other assets 1,251 — 1,251 — (101 ) 1,150 Gross financial liabilities: Accrued liabilities (13,044 ) — (13,044 ) — 3,677 (9,367 ) Other long-term liabilities (12 ) — (12 ) — 12 — $ (2,393 ) $ — $ (2,393 ) $ — $ — $ (2,393 ) Carrying Value at December 31, 2016 Fair Value Measurement Using Netting Adjustments Recorded Value at December 31, 2016 Level 1 Level 2 Level 3 (In thousands) Gross financial assets: Other current assets $ 18,929 $ — $ 18,929 $ — $ (5,280 ) $ 13,649 Other assets 677 — 677 — (669 ) 8 Gross financial liabilities: Accrued liabilities (17,547 ) — (17,547 ) — 6,720 (10,827 ) Other long-term liabilities — — — — (771 ) (771 ) $ 2,059 $ — $ 2,059 $ — $ — $ 2,059 Carrying amounts of commodity hedging contracts reflected as financial assets are included in both current and non-current other assets in the Condensed Consolidated Balance Sheets. Carrying amounts of commodity hedging contracts reflected as financial liabilities are included in both accrued and other long-term liabilities in the Condensed Consolidated Balance Sheets. Fair value adjustments referred to as credit valuation adjustments ("CVA") are included in the carrying amounts of commodity hedging contracts. CVAs are intended to adjust the fair value of counterparty contracts as a function of a counterparty's credit rating and reflect the credit quality of each counterparty to arrive at contract fair values. Commodity hedging contracts designated as Level 3 financial assets consisted of jet fuel crack spread swaps. Ultra-low sulfur diesel ("ULSD") pricing has had a strong historical correlation to jet fuel crack spread swaps. We estimate the fair value of our Level 3 instruments based on the differential between quoted market settlement prices on ULSD futures and quoted market settlement prices on jet fuel futures for settlement dates corresponding to each of our outstanding Level 3 jet fuel crack spread swaps. As quoted prices for similar assets or liabilities in an active market are available, we reclassify the underlying financial asset or liability and designate them as Level 2 prior to final settlement. The following table presents the changes in fair value of our Level 3 assets and liabilities, excluding goodwill (all related to commodity price swap contracts) for the three months ended March 31, 2016 . As of March 31, 2017 , we had no outstanding commodity price swap contracts. Three Months Ended March 31, 2016 (In thousands) Liability balance at beginning of period $ (5,756 ) Change in fair value 186 Fair value of trades entered into during the period — Fair value reclassification from Level 3 to Level 2 1,612 Liability balance at end of period $ (3,958 ) As of March 31, 2017 and December 31, 2016 , the carrying amount and estimated fair value of our debt was as follows: March 31, December 31, (In thousands) Western obligations: Carrying amount $ 1,253,375 $ 1,256,000 Fair value 1,269,012 1,277,956 NTI obligations: Carrying amount $ 370,980 $ 349,980 Fair value 384,979 363,542 WNRL obligations: Carrying amount $ 320,300 $ 320,300 Fair value 345,800 345,050 The carrying amount of our debt is the amount reflected in the Condensed Consolidated Balance Sheets, including the current portion. The fair value of the debt was determined using Level 2 inputs. There have been no transfers between assets or liabilities whose fair value is determined through the use of quoted prices in active markets (Level 1) and those determined through the use of significant other observable inputs (Level 2). |
Northern Tier Energy LP [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Measurement | . FAIR VALUE MEASUREMENTS As defined in GAAP, fair value is the price that would be received for the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP describes three approaches to measuring the fair value of assets and liabilities: the market approach, the income approach and the cost approach, each of which includes multiple valuation techniques. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to measure fair value by converting future amounts, such as cash flows or earnings, into a single present value amount using current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace the service capacity of an asset. This is often referred to as current replacement cost. The cost approach assumes that the fair value would not exceed what it would cost a market participant to acquire or construct a substitute asset of comparable utility, adjusted for obsolescence. Accounting guidance does not prescribe which valuation technique should be used when measuring fair value and does not prioritize among the techniques. Accounting guidance establishes a fair value hierarchy that prioritizes the inputs used in applying the various valuation techniques. Inputs broadly refer to the assumptions that market participants use to make pricing decisions, including assumptions about risk. Level 1 inputs are given the highest priority in the fair value hierarchy while Level 3 inputs are given the lowest priority. The three levels of the fair value hierarchy are as follows: • Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. • Level 3 – Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses a market or income approach for recurring fair value measurements and endeavors to use the best information available. Accordingly, valuation techniques that maximize the use of observable inputs are favored. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy. The Company’s current asset and liability accounts contain certain financial instruments, the most significant of which are trade accounts receivables and trade payables. The Company believes the carrying values of its current assets and liabilities approximate fair value. The Company’s fair value assessment incorporates a variety of considerations, including the short-term duration of the instruments, the Company’s historical incurrence of insignificant bad debt expense and the Company’s expectation of future insignificant bad debt expense, which includes an evaluation of counterparty credit risk. The following table provides the assets and liabilities carried at fair value measured on a recurring basis at March 31, 2017 and December 31, 2016 : Balance at Quoted prices in active markets Significant other observable inputs Unobservable inputs (in millions) March 31, 2017 (Level 1) (Level 2) (Level 3) ASSETS Cash and cash equivalents $ 5.8 $ 5.8 $ — $ — Other current assets Derivative asset - current 5.6 — 5.6 — $ 11.4 $ 5.8 $ 5.6 $ — LIABILITIES Accrued liabilities Derivative liability - current $ 7.9 $ — $ 7.9 $ — $ 7.9 $ — $ 7.9 $ — Balance at Quoted prices in active markets Significant other observable inputs Unobservable inputs (in millions) December 31, 2016 (Level 1) (Level 2) (Level 3) ASSETS Cash and cash equivalents $ 29.5 $ 29.5 $ — $ — Other current assets Derivative asset - current 6.3 — 6.3 — $ 35.8 $ 29.5 $ 6.3 $ — LIABILITIES Accrued liabilities Derivative liability - current $ 6.0 $ — $ 6.0 $ — $ 6.0 $ — $ 6.0 $ — As of both March 31, 2017 and December 31, 2016 , the Company had no Level 3 fair value assets or liabilities. The Company’s policy is to recognize transfers in and transfers out as of the actual date of the event or of the change in circumstances that caused the transfer. For the three months ended March 31, 2017 and 2016 , there were no transfers in or out of Levels 1, 2 or 3. Assets not recorded at fair value on a recurring basis, such as property, plant and equipment, intangible assets and cost method investments, are recognized at fair value when they are impaired. During the three months ended March 31, 2017 and 2016 , there were no impairments of such assets. The carrying value of debt, which is reported on the Company’s condensed consolidated balance sheets, reflects the cash proceeds received upon issuance, net of subsequent repayments. The fair value of the 2020 Secured Notes disclosed below was determined based on quoted prices in active markets (Level 1). March 31, 2017 December 31, 2016 (in millions) Carrying Amount Fair Value Carrying Amount Fair Value 2020 Secured Notes $ 350.0 $ 364.0 $ 350.0 $ 363.5 Outstanding borrowings on ABL Facility 21.0 21.0 — — Total $ 371.0 $ 385.0 $ 350.0 $ 363.5 |
Inventories (Notes)
Inventories (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory [Line Items] | |
Inventory Disclosure [Text Block] | 5. Inventories Inventories were as follows: March 31, December 31, (In thousands) Refined products (1) $ 325,878 $ 325,889 Crude oil and other raw materials 451,659 395,131 Lubricants 9,068 10,121 Retail store merchandise 42,369 40,848 Inventories $ 828,974 $ 771,989 (1) Includes $55.3 million and $50.5 million of inventory valued using the first-in, first-out ("FIFO") valuation method at March 31, 2017 and December 31, 2016 , respectively. Crude oil, refined product and other feedstock and blendstock inventories are carried at the lower of cost or market. Cost is determined principally under the LIFO valuation method to reflect a better matching of costs and revenues for refining inventories. Refined products inventories held by our refineries and SuperAmerica retail are valued under the LIFO valuation method. Our refined product inventories for Southwest Retail, our Mid-Atlantic business and WNRL wholesale are valued using the FIFO inventory valuation method. Retail merchandise inventory is valued using the retail inventory method. As of March 31, 2017 and December 31, 2016 , refined products, crude oil and other raw materials valued under the LIFO method totaled 12.0 million barrels and 10.9 million barrels, respectively. At March 31, 2017 and December 31, 2016 , the excess of the LIFO cost over the current cost of these crude oil, refined product and other feedstock and blendstock inventories was $145.0 million and $140.1 million , respectively. During the three months ended March 31, 2017 and 2016 , cost of products sold included net non-cash reductions in cost of products sold of $4.9 million and $23.0 million , respectively, from changes in our LIFO reserves. In order to state our inventories at market values that were lower than our LIFO costs, we reduced the carrying values of our inventory through non-cash LCM inventory reserves of $39.8 million and $41.7 million at March 31, 2017 and December 31, 2016 , respectively. The change in these reserves during the periods represent non-cash LCM recoveries that decreased cost of products sold by $1.9 million and $51.7 million for the three months ended March 31, 2017 and 2016 , respectively. Average LIFO cost per barrel of our refined products and crude oil and other raw materials inventories as of March 31, 2017 and December 31, 2016 , were as follows: March 31, 2017 December 31, 2016 Barrels LIFO Cost Average LIFO Cost Per Barrel Barrels LIFO Cost Average LIFO Cost Per Barrel (In thousands, except cost per barrel) Refined products 4,371 $ 302,427 $ 69.19 4,259 $ 303,968 $ 71.37 Crude oil and other 7,597 442,956 58.31 6,641 394,798 59.45 11,968 $ 745,383 62.28 10,900 $ 698,766 64.11 |
Northern Tier Energy LP [Member] | |
Inventory [Line Items] | |
Inventory Disclosure [Text Block] | . INVENTORIES March 31, December 31, (in millions) 2017 2016 Crude oil and refinery feedstocks $ 186.8 $ 174.3 Refined products 180.0 160.2 Merchandise 23.8 22.1 Supplies and sundry items 22.0 18.8 412.6 375.4 Lower of cost or market inventory reserve (39.8 ) (41.7 ) Total $ 372.8 $ 333.7 Inventories accounted for under the LIFO method comprised 89% of the total inventory value at both March 31, 2017 and December 31, 2016 , prior to the application of the lower of cost or market reserve. In order to state the Company's inventories at market values that were lower than its LIFO costs, the Company reduced the carrying values of its inventory through LCM reserves of $39.8 million and $41.7 million at March 31, 2017 and December 31, 2016 , respectively. |
Equity Method Investment (Notes
Equity Method Investment (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |
Equity Method Investment [Text Block] | 6. Equity Method Investment We own a 17% common equity interest in Minnesota Pipe Line Company, LLC ("MPL"). The carrying value of this equity method investment was $104.3 million and $102.7 million at March 31, 2017 and December 31, 2016 , respectively. At March 31, 2017 and December 31, 2016 , the carrying amount of the equity method investment was $21.0 million and $21.1 million , respectively, higher than the underlying net assets of the investee. We are amortizing this difference over the remaining life of MPL’s primary asset (the fixed asset life of the pipeline). There is no market for the common units of MPL and, accordingly, no quoted market price is available. We received distributions from MPL during the three months ended March 31, 2017 of $4.1 million . We received no distributions during three months ended March 31, 2016. Equity income from MPL for the three months ended March 31, 2017 and 2016 , was $5.8 million and $5.5 million , respectively. Equity income has been included in other, net in the accompanying Condensed Consolidated Statements of Operations. |
Northern Tier Energy LP [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Equity Method Investment [Text Block] | . EQUITY METHOD INVESTMENTS The Company has a 17% common equity interest in MPL. Additionally, in the third quarter of 2016, the Company received a 1.0% common equity interest in WNRL in connection with the Contribution Agreement (see Note 3 ), which was recorded at its historical cost given the transaction was treated as a transfer of assets under common control. The carrying value of these equity method investments was $88.9 million and $87.3 million at March 31, 2017 and December 31, 2016 , respectively. The quoted market value of the Company's investment in WNRL at March 31, 2017 was $16.0 million . As of March 31, 2017 and December 31, 2016 , the carrying amount of the equity method investment in MPL was $5.6 million and $5.7 million higher, respectively, than the underlying net assets of the investee, respectively. The Company is amortizing this difference over the remaining life of MPL’s primary asset (the fixed asset life of the pipeline). The Company recorded $4.4 million and zero in distributions from its equity method investments for the three months ended March 31, 2017 and 2016 , respectively. Equity income from the Company's equity method investments was $6.0 million and $5.5 million for the three months ended March 31, 2017 and 2016 , respectively. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Net | 7. Property, Plant and Equipment, Net Property, plant and equipment, net was as follows: March 31, December 31, (In thousands) Refinery facilities and related equipment $ 2,297,478 $ 2,260,351 Pipelines, terminals and transportation equipment 603,544 560,478 Retail facilities and related equipment 342,547 333,187 Wholesale facilities and related equipment 52,222 52,284 Corporate 53,750 53,566 3,349,541 3,259,866 Accumulated depreciation (1,167,072 ) (1,118,477 ) 2,182,469 2,141,389 Construction in progress 179,922 223,093 Property, plant and equipment, net $ 2,362,391 $ 2,364,482 Depreciation expense was $55.7 million and $51.6 million for the three months ended March 31, 2017 and 2016 , respectively. |
Northern Tier Energy LP [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Net | . PROPERTY, PLANT AND EQUIPMENT Major classes of property, plant and equipment ("PP&E") consisted of the following: Estimated March 31, December 31, (in millions) Useful Lives 2017 2016 Land $ 7.7 $ 7.7 Retail stores and equipment 2 - 22 years 81.3 80.5 Refinery and equipment 5 - 24 years 488.7 487.0 Buildings and building improvements 25 years 30.8 18.7 Software 5 years 18.9 18.9 Vehicles 5 years 3.2 3.2 Other equipment 2 - 7 years 11.3 10.8 Precious metals 10.4 10.4 Assets under construction 88.9 78.6 741.2 715.8 Less: Accumulated depreciation (209.5 ) (198.0 ) Property, plant and equipment, net $ 531.7 $ 517.8 PP&E includes gross assets acquired under capital leases of $22.9 million and $10.8 million at March 31, 2017 and December 31, 2016 , respectively, with related accumulated depreciation of $2.5 million and $2.3 million , respectively. The Company had depreciation expense related to capitalized software of $0.1 million and $0.9 million for the three months ended March 31, 2017 and 2016 , respectively. The Company capitalized interest expense related to capital projects within the refining segment of $1.2 million and $1.3 million for the three months ended March 31, 2017 and 2016 . |
Intangible Assets, Net (Notes)
Intangible Assets, Net (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Indefinite-lived Intangible Assets [Line Items] | |
Intangible Assets, Net | 8. Intangible Assets, Net Intangible assets, net was as follows: March 31, 2017 December 31, 2016 Weighted- Average Amortization Period (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value (In thousands) Amortizable assets: Licenses and permits $ 20,427 $ (15,703 ) $ 4,724 $ 20,427 $ (15,307 ) $ 5,120 3.0 Customer relationships 7,172 (4,367 ) 2,805 7,172 (4,234 ) 2,938 5.3 Rights-of-way and other 8,607 (3,443 ) 5,164 8,538 (3,242 ) 5,296 4.8 36,206 (23,513 ) 12,693 36,137 (22,783 ) 13,354 Unamortizable assets: Franchise rights and trademarks 50,500 — 50,500 50,500 — 50,500 Liquor licenses 19,958 — 19,958 19,958 — 19,958 Intangible assets, net $ 106,664 $ (23,513 ) $ 83,151 $ 106,595 $ (22,783 ) $ 83,812 Intangible asset amortization expense for the three months ended March 31, 2017 and March 31, 2016 , was $0.7 million based on estimated useful lives ranging from 1 to 35 years. Estimated amortization expense for the indicated periods is as follows (in thousands): Remainder of 2017 $ 2,167 2018 2,887 2019 2,219 2020 1,274 2021 987 2022 782 |
Northern Tier Energy LP [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Intangible Assets, Net | . INTANGIBLE ASSETS Intangible assets are comprised of franchise rights and trade names amounting to $33.8 million at both March 31, 2017 and December 31, 2016 . At both March 31, 2017 and December 31, 2016 , the franchise rights and trade name intangible asset values were $12.4 million and $21.4 million , respectively. These assets have an indefinite life and are not amortized, but rather are tested for impairment annually or when events or changes in circumstances indicate that the fair value of the intangible asset has been reduced below carrying value. Based on the testing performed as of June 30, 2016, the Company noted no indications of impairment. |
Long-Term Debt (Notes)
Long-Term Debt (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Instrument [Line Items] | |
Long-Term Debt | 9. Long-Term Debt Long-term debt was as follows: March 31, December 31, (In thousands) Western obligations: Revolving Credit Facility due 2019 $ — $ — Term Loan - 5.25% Credit Facility due 2020 532,125 533,500 6.25% Senior Unsecured Notes due 2021 350,000 350,000 Term Loan - 5.50% Credit Facility due 2023 371,250 372,500 Total Western obligations 1,253,375 1,256,000 NTI obligations: Revolving Credit Facility due 2019 21,000 — 7.125% Senior Secured Notes due 2020 349,980 349,980 Total NTI obligations 370,980 349,980 WNRL obligations: Revolving Credit Facility due 2018 20,300 20,300 7.5% Senior Notes due 2023 300,000 300,000 Total WNRL obligations 320,300 320,300 Less unamortized discount, premium and debt issuance costs 41,430 43,975 Long-term debt 1,903,225 1,882,305 Current portion of long-term debt (10,500 ) (10,500 ) Long-term debt, net of current portion $ 1,892,725 $ 1,871,805 As of March 31, 2017 , annual maturities of long-term debt for the remainder of 2017 are $7.9 million . For 2018, 2019, 2020 and 2021, long-term debt maturities are $30.8 million , $31.5 million , $872.0 million and $355.0 million , respectively. Thereafter, total long-term debt maturities are $647.5 million . Interest and debt expense were as follows: Three Months Ended March 31, 2017 2016 (In thousands) Contractual interest: Western obligations $ 18,465 $ 12,052 NTI obligations 6,866 6,914 WNRL obligations 6,128 6,705 31,459 25,671 Amortization of loan fees 2,552 1,911 Amortization of original issuance discount 282 — Other interest expense (income) 1,296 (176 ) Capitalized interest (1,854 ) (725 ) Interest and debt expense $ 33,735 $ 26,681 We amortize original issue discounts and financing fees using the effective interest method over the respective term of the debt. Our creditors have no recourse to the assets owned by either of NTI or WNRL, and the creditors of NTI and WNRL have no recourse to our assets or those of our other subsidiaries. Tesoro Merger In anticipation of the merger with Western, Tesoro has incurred additional indebtedness to redeem or repay in full, as applicable, the outstanding debt of Western Refining and certain of its subsidiaries. Following completion of the Tesoro Merger, WNRL's 7.5% Senior Notes and any amounts outstanding under its revolving credit facility are expected to remain outstanding. Western Obligations Revolving Credit Facility On May 27, 2016, we entered into the Second Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Western 2019 Revolving Credit Facility"). The Revolving Credit Amendment amended the Western 2019 Revolving Credit Facility by, among other things, (i) permitting us to incur up to $500.0 million of additional secured indebtedness secured on a pari passu basis with the loans under the Western 2020 Term Loan Credit Facility (in the form of incremental term loans or bonds secured on a pari passu basis with the term loans) beyond what was permitted under the Western 2019 Revolving Credit Facility and (ii) modifying several triggers and thresholds based on borrowing availability under the Western 2019 Revolving Credit Facility. On October 2, 2014, we entered into the Third Amended and Restated Revolving Credit Agreement. Lenders committed $900.0 million , all of which will mature on October 2, 2019 . The commitments under the Western 2019 Revolving Credit Facility may be increased in the future to $1.4 billion , subject to certain conditions (including the agreement of financial institutions, in their sole discretion, to provide such additional commitments). The amended terms of the agreement include revised borrowing rates. Borrowings can be either base rate loans plus a margin ranging from 0.50% to 1.00% or LIBOR loans plus a margin ranging from 1.50% to 2.00% , subject to adjustment based upon the average excess availability. The Western 2019 Revolving Credit Facility also provides for a quarterly commitment fee ranging from 0.25% to 0.375% per annum, subject to adjustment based upon the average utilization ratio, and letter of credit fees ranging from 1.50% to 2.00% per annum payable quarterly, subject to adjustment based upon the average excess availability. Borrowing availability under the Western 2019 Revolving Credit Facility is tied to the amount of our and our restricted subsidiaries' eligible accounts receivable and inventory. The Western 2019 Revolving Credit Facility is guaranteed, on a joint and several basis, by certain of our subsidiaries and will be guaranteed by certain newly acquired or formed subsidiaries, subject to certain limited exceptions. The Western 2019 Revolving Credit Facility is secured by our cash and cash equivalents, accounts receivable and inventory. The Western 2019 Revolving Credit Facility contains certain covenants, including, but not limited to, limitations on debt, investments and dividends and the maintenance of a minimum fixed charge coverage ratio in certain circumstances. As of and during the three month period ended March 31, 2017 , we had no direct borrowings under the Western 2019 Revolving Credit Facility, with availability of $385.2 million at March 31, 2017 . This availability is net of $97.9 million in outstanding letters of credit. Term Loan Credit Agreement - 5.25% On November 12, 2013, we entered into a term loan credit agreement (the "Western 2020 Term Loan Credit Facility"). The Western 2020 Term Loan Credit Facility provides for loans of $550.0 million , matures on November 12, 2020, and provides for quarterly principal payments of $1.4 million until September 30, 2020, with the remaining balance then outstanding due on the maturity date. On May 27, 2016, the Company entered into a third amendment of the Western 2020 Term Loan Credit Facility. The revised terms under the amendment provide for additional capacity to make restricted payments including dividends and repurchase of the Company’s outstanding common stock, inclusion of equity interests of master limited partnership subsidiaries as “replacement assets” for purposes of asset sale mandatory prepayment and changes to the use of proceeds of the incremental term loan available under the Term Loan. The third amendment also increased the incremental availability under the Western 2020 Term Loan Credit Facility from $200.0 million , prior to the amendment, to $700.0 million . Following the third amendment, the Western 2020 Term Loan Credit Facility bears interest at a rate based either on the base rate (as defined in the Western 2020 Term Loan Credit Facility) plus 2.25% or the LIBOR Rate (as defined in the Western 2020 Term Loan Credit Facility) plus 4.25% (subject to a LIBOR Rate floor of 1.00% ). The current interest rate based on these criteria is 5.25% . Our effective rate of interest, including contractual interest and amortization of loan fees, for the Western 2020 Term Loan Credit Facility was 5.80% as of March 31, 2017 . The Western 2020 Term Loan Credit Facility is secured by the El Paso and Gallup refineries and the equity of NT InterHoldCo LLC, a wholly-owned subsidiary of Western, and is fully and unconditionally guaranteed on a joint and several basis by certain of Western's material wholly-owned subsidiaries. The Western 2020 Term Loan Credit Facility contains customary restrictive covenants including limitations on debt, investments and dividends and does not contain any financial maintenance covenants. 6.25% Senior Unsecured Notes On March 25, 2013, we entered into an indenture (the "Western 2021 Indenture") for the issuance of $350.0 million in aggregate principal amount of 6.25% Senior Unsecured Notes due 2021 (the "Western 2021 Senior Unsecured Notes"). The Western 2021 Senior Unsecured Notes are guaranteed on a senior unsecured basis by certain of our wholly-owned domestic restricted subsidiaries. We pay interest on the Western 2021 Senior Unsecured Notes semi-annually in arrears on April 1 and October 1 of each year. The Western 2021 Senior Unsecured Notes mature on April 1, 2021. The effective rate of interest, including contractual interest and amortization of loan fees, for the Western 2021 Senior Unsecured Notes was 6.52% as of March 31, 2017 . The Western 2021 Indenture contains covenants that limit our ability to, among other things: pay dividends or make other distributions in respect of our capital stock or make other restricted payments; make certain investments; sell certain assets; incur additional debt or issue certain preferred shares; create liens on certain assets to secure debt; consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; restrict dividends or other payments from restricted subsidiaries; and enter into certain transactions with our affiliates. The Western 2021 Indenture also provides for events of default that if any of them occur would permit or require the principal, premium, if any, and interest on all the then outstanding Western 2021 Senior Unsecured Notes to be due and payable immediately. Term Loan Credit Agreement - 5.50% On June 23, 2016, as an incremental supplement to the Western 2020 Term Loan Credit Facility, we incurred $500.0 million in new term debt that matures on June 23, 2023 (the " Western 2023 Term Loan Credit Facility "). The proceeds from the Western 2023 Term Loan Credit Facility were net of original issue discount and other fees totaling $17.0 million . We used these proceeds to partially fund the cash portion of the NTI Merger consideration. The Western 2023 Term Loan Credit Facility provides for quarterly principal payments of $1.3 million payable on the last business day of each March, June, September and December, with the remaining principal amount due on June 23, 2023. The Western 2023 Term Loan Credit Facility is secured by both the El Paso and Gallup refineries and by the equity of NT InterHoldCo LLC and is fully and unconditionally guaranteed on a joint and several basis by certain of Western's material wholly-owned subsidiaries. The Western 2023 Term Loan Credit Facility bears interest at a rate based either on the base rate plus 3.50% or the LIBOR Rate plus 4.50% (subject to a LIBOR Rate floor of 1.00% ). On December 29, 2016, we made a non-mandatory prepayment of $125.0 million under our Western 2023 Term Loan Credit Facility. The effective rate of interest, including contractual interest and amortization of original issue discount and other loan fees, for the Western 2023 Term Loan Credit Facility was 6.30% as of March 31, 2017 . NTI Obligations Revolving Credit Facility On September 29, 2014, certain subsidiaries of NTI entered into the Amended and Restated Revolving Credit Agreement (the "NTI Revolving Credit Facility"), increasing the aggregate principal amount available prior to the amendment and restatement from $300.0 million to $500.0 million . The NTI Revolving Credit Facility, which matures on September 29, 2019 , incorporates a borrowing base tied to eligible accounts receivable and inventory and provides for up to $500.0 million for the issuance of letters of credit and up to $45.0 million for swing line loans. The NTI Revolving Credit Facility may be increased up to a maximum aggregate principal amount of $750.0 million , subject to certain conditions (including the agreement of financial institutions, in their sole discretion, to provide such additional commitments). Obligations under the NTI Revolving Credit Facility are secured by substantially all of NTI’s assets. Indebtedness under the NTI Revolving Credit Facility is recourse to its general partner, Northern Tier Energy GP LLC ("NTI LLC"), and certain of its subsidiaries that are borrowers thereunder and is guaranteed by NTI and certain of its subsidiaries. Borrowings under the NTI Revolving Credit Facility bear interest at either (a) a base rate plus an applicable margin (ranging between 0.50% and 1.00% ) or (b) a LIBOR rate plus an applicable margin (ranging between 1.50% and 2.00% ), in each case subject to adjustment based upon the average historical excess availability. In addition to paying interest on outstanding borrowings, NTI is also required to pay a quarterly commitment fee ranging from 0.250% to 0.375% subject to adjustment based upon the average utilization ratio and letter of credit fees ranging from 1.50% to 2.00% subject to adjustment based upon the average historical excess availability. The NTI Revolving Credit Facility contains certain covenants, including but not limited to, limitations on debt, investments and dividends and the maintenance of a minimum fixed charge coverage ratio in certain circumstances. At March 31, 2017 , the availability under the NTI Revolving Credit Facility was $266.8 million . This availability is net of $21.0 million in direct borrowings and $44.9 million in outstanding letters of credit. The effective rate of interest, including contractual interest and amortization of loan fees, for the NTI Revolving Credit Facility was 5.51% as of March 31, 2017 . 7.125% Secured Notes On November 8, 2012, NTI LLC and Northern Tier Finance Corporation (together with NTI LLC, the "NTI 2020 Notes Issuers"), issued $275.0 million in aggregate principal amount of 7.125% senior secured notes due 2020 (the " NTI 2020 Secured Notes "). NTI increased the principal amount of the NTI 2020 Secured Notes in September 2014, by an additional $75.0 million in principal value at a premium of $4.2 million . This additional offering was issued under the same indenture as the existing NTI 2020 Secured Notes and the new notes issued have the same terms as the existing notes. The offering generated cash proceeds of $79.2 million including an issuance premium of $4.2 million . The issuance premium will be amortized to interest expense over the remaining life of the notes. On October 17, 2016, NTI commenced a tender offer to repurchase for cash up to $195.0 million aggregate principal amount of the NTI 2020 Secured Notes . Notes totaling $0.02 million were tendered for redemption. The effective rate of interest, including contractual interest and amortization of debt premium and of loan fees, for the NTI 2020 Secured Notes was 6.91% as of March 31, 2017 . The obligations under the NTI 2020 Secured Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by NTI and on a senior secured basis by (i) all of NTI LLC’s restricted subsidiaries that borrow, or guarantee obligations, under the NTI Revolving Credit Facility or any other indebtedness of NTI LLC or another subsidiary of NTI LLC that guarantees the NTI 2020 Secured Notes and (ii) all other material wholly-owned domestic subsidiaries of NTI LLC. The indenture governing the NTI 2020 Secured Notes contains covenants that limit or restrict dividends or other payments from restricted subsidiaries. Indebtedness under the NTI 2020 Secured Notes is guaranteed by NTI and certain of its subsidiaries. WNRL Obligations Revolving Credit Facility On October 16, 2013, WNRL entered into a $300.0 million senior secured revolving credit facility (the "WNRL Revolving Credit Facility"). On September 15, 2016, in connection with the St. Paul Park Logistics Transaction , WNRL entered into an agreement to increase the total commitment of the WNRL Revolving Credit Facility (the "Amendment") to $500.0 million . WNRL has the ability to increase the total commitment of the WNRL Revolving Credit Facility by up to $150.0 million for a total facility size of up to $650.0 million , subject to receiving increased commitments from lenders and to the satisfaction of certain conditions. The WNRL 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 WNRL Revolving Credit Facility and certain cash management and hedging obligations are guaranteed by all of WNRL's subsidiaries and, with certain exceptions, will be guaranteed by any formed or acquired subsidiaries. Obligations under the WNRL Revolving Credit Facility are secured by a first priority lien on substantially all of WNRL's and its subsidiaries' significant assets. The WNRL Revolving Credit Facility will mature on October 16, 2018 . Borrowings under the WNRL 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 upon WNRL's Consolidated Total Leverage Ratio, as defined in the WNRL Revolving Credit Facility. In addition to the increased facility size, the Amendment amended the WNRL Revolving Credit Facility by, among other things, (a) adding an anti-cash hoarding provision and (b) permitting WNRL to increase the total leverage ratio permitted thereunder from 4.50 : 1.00 to 5.00 : 1.00 following any material permitted acquisition through the last day of the second full fiscal quarter following such acquisition. The incremental commitments established by the Amendment benefit from the same covenants, events of default, guarantees and security as the existing commitments under the WNRL Revolving Credit Facility. On October 30, 2015, WNRL borrowed $145.0 million under the WNRL Revolving Credit Facility to partially fund the purchase of the TexNew Mex Pipeline System from Western. During the year ended December 31, 2016, we repaid these direct borrowings using the net proceeds generated from our equity offering during the second quarter of 2016 and from cash-on-hand. On September 15, 2016 , to partially fund the purchase of the St. Paul Park Logistics Assets , WNRL borrowed $20.3 million under the WNRL Revolving Credit Facility. The WNRL Revolving Credit Facility contains covenants that limit or restrict WNRL's ability to make cash distributions. WNRL is required to maintain certain financial ratios that are tested on a quarterly basis for the immediately preceding four quarter period. At March 31, 2017 , the availability under the WNRL Revolving Credit Facility was $479.0 million , net of $20.3 million in direct borrowings and $0.7 million in outstanding letters of credit. WNRL had no swing line borrowings outstanding under the WNRL Revolving Credit Facility as of March 31, 2017 . The interest rate for the borrowings under the WNRL Revolving Credit Facility was 4.75% as of March 31, 2017 . The effective rate of interest, including contractual interest and amortization of loan fees, for the WNRL Revolving Credit Facility was 3.75% as of March 31, 2017 . 7.5% Senior Notes On February 11, 2015, WNRL entered into an indenture (the “WNRL Indenture”) among WNRL, WNRL Finance Corp., a Delaware corporation and wholly-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 Partnership will pay interest on the 7.5% Senior Notes semi-annually in cash in arrears on February 15 and August 15 of each year, beginning on August 15, 2015. The 7.5% Senior Notes will mature on February 15, 2023. WNRL used the proceeds from the notes to repay the full balance due under the WNRL Revolving Credit Facility on February 11, 2015. The effective rate of interest, including contractual interest and amortization of loan fees, for the 7.5% Senior Notes was 7.78% as of March 31, 2017 . The WNRL 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) restrict 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 important limitations and exceptions. The WNRL Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, and interest on all the then outstanding 7.5% Senior Notes to be due and payable immediately. |
Northern Tier Energy LP [Member] | |
Debt Instrument [Line Items] | |
Long-Term Debt | . DEBT ABL Facility On September 29, 2014, NTE LLC and its subsidiaries entered into an amended and restated asset-based ABL Facility with JPMorgan Chase Bank, N.A., as administrative agent for the lenders and as collateral agent for the other secured parties (the "ABL Facility"). The borrowers under the ABL Facility are SPPR, NTB, NTR and SAF, each of which is a wholly-owned subsidiary of NTE LLC. Lenders under the ABL Facility hold commitments totaling $500 million , which is subject to a borrowing base comprised of eligible accounts receivable and inventory. The ABL Facility may be increased up to a maximum aggregate principal amount of $750.0 million , subject to certain conditions (including the agreement of financial institutions, in their sole discretion, to provide such additional commitments). The ABL Facility matures on September 29, 2019. The Company incurred financing costs associated with the new ABL Facility of $3.0 million which will be amortized to Interest expense, net through the date of maturity. The ABL Facility is guaranteed, on a joint and several basis, by NTE LLC and its subsidiaries and will be guaranteed by any newly acquired or formed subsidiaries, subject to certain limited exceptions. The ABL Facility and such guarantees are secured on a first priority basis by substantially all of NTE LLC's and such subsidiaries’ cash and cash equivalents, accounts receivable and inventory and on a second priority basis by NTE LLC's and such subsidiaries’ fixed assets (other than real property). Borrowings under the NTI Revolving Credit Facility bear interest at either (a) a base rate plus an applicable margin (ranging between 0.50% and 1.00% ) or (b) a LIBOR rate plus an applicable margin (ranging between 1.50% and 2.00% ), in each case subject to adjustment based upon the average historical excess availability. In addition to paying interest on outstanding borrowings, NTI is also required to pay a quarterly commitment fee ranging from 0.250% to 0.375% subject to adjustment based upon the average utilization ratio and letter of credit fees ranging from 1.50% to 2.00% subject to adjustment based upon the average historical excess availability. The ABL Facility contains certain covenants, including but not limited to, limitations on debt, investments and dividends and the maintenance of a minimum fixed charge coverage ratio in certain circumstances. Borrowing availability under the ABL Facility is tied to a borrowing base dependent upon the amount of eligible accounts receivable and inventory. As of March 31, 2017 , the borrowing base under the ABL Facility was $332.7 million and availability under the ABL Facility was $266.8 million . This availability is net of $21.0 million in direct borrowings and $44.9 million in outstanding letters of credit. The borrowers under the ABL Facility had $21.0 million in borrowings under the ABL Facility at March 31, 2017 , located in Long-term debt on the condensed consolidated balance sheet. 2020 Secured Notes As of March 31, 2017 and December 31, 2016 , the Company had $350.0 million of outstanding aggregate principal of our 7.125% senior secured notes due 2020 (the "2020 Secured Notes"). A portion of these notes were issued with an offering premium of $4.2 million , which is being amortized to Interest expense, net over the remaining term of the notes. Additionally, professional service costs were incurred in both the issuance of the 2020 Secured Notes and the establishment of the ABL Facility which are presented within Long-term debt in the condensed consolidated balance sheets. The carrying value of these costs at March 31, 2017 and December 31, 2016 , was $8.2 million and $8.9 million , respectively. The 2020 Secured Notes are guaranteed, jointly and severally, on a senior secured basis by all of the Company’s existing and future 100% direct and indirect subsidiaries on a full and unconditional basis; however, there are certain obligations not guaranteed on a full and unconditional basis as a result of subsidiaries being released as guarantors. A subsidiary guarantee can be released under customary circumstances, including (a) the sale of the subsidiary, (b) the subsidiary being declared "unrestricted," (c) the legal or covenant defeasance or satisfaction and discharge of the indenture, or (d) liquidation or dissolution of the subsidiary. Separate condensed consolidated financial information is not included as the guarantor company, NTE LP, does not have independent assets or operations. The 2020 Secured Notes and the subsidiary note guarantees are secured on a pari passu basis with certain hedging agreements by a first-priority security interest in substantially all present and hereinafter acquired tangible and intangible assets of NTE LLC and each of the subsidiary guarantors and by a second-priority security interest in the inventory, accounts receivable, investment property, general intangibles, deposit accounts and cash and cash equivalents collateralized by a $500 million secured asset-based ABL Facility with a maturity date of September 29, 2019 . Additionally, the 2020 Secured Notes are fully and unconditionally guaranteed on a senior unsecured basis by NTE LP. NTE LP's creditors have no recourse to the assets of Western and its subsidiaries. Western's creditors have no recourse to the assets of NTE LP and its subsidiaries. The Company is required to make interest payments on May 15 and November 15 of each year, which commenced on May 15, 2013. There are no scheduled principal payments required prior to the 2020 Secured Notes maturing on November 15, 2020. The outstanding $350.0 million in 2020 Secured Notes are registered with SEC through two separate registrations occurring in October 2013 and January 2015. At any time prior to the maturity date of the notes, the Company may, at its option, redeem all or any portion of the notes for the outstanding principal amount plus unpaid interest and a make-whole premium as defined in the indenture. If the Company experiences a change in control or makes certain asset dispositions, as defined under the indenture, the Company may be required to repurchase all or part of the notes plus unpaid interest and, in certain cases, pay a redemption premium. The 2020 Secured Notes contain certain covenants that, among other things, limit the ability, subject to certain exceptions, of the Company to incur additional debt or issue preferred equity interests, to purchase, redeem or otherwise acquire or retire its equity interests, to make certain investments, loans and advances, to sell, lease or transfer any of its property or assets, to merge, consolidate, lease or sell substantially all of the Company’s assets, to suffer a change of control or to enter into new lines of business. Following the Company's sale of its terminal and tank assets to WNRL in September 2016 (see Note 3 ), the Company commenced a tender offer in October 2016 to all holders of the 2020 Secured Notes. This tender offer allowed noteholders to require the Company to purchase outstanding notes at par plus accrued interest. Notes totaling $0.02 million were tendered for redemption. |
Equity (Notes)
Equity (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Class of Stock [Line Items] | |
Stockholders' Equity Note Disclosure [Text Block] | 10. Equity Changes to equity during the three months ended March 31, 2017 , were as follows: Western Shareholders' Equity Non-controlling Interest Total Equity (In thousands) Balance at December 31, 2016 $ 1,696,860 $ 600,100 $ 2,296,960 Net income 11,568 9,428 20,996 Other comprehensive loss, net of tax (44 ) — (44 ) Dividends (42,543 ) — (42,543 ) Stock-based compensation (2,725 ) (96 ) (2,821 ) Distributions to non-controlling interests — (12,629 ) (12,629 ) Balance at March 31, 2017 $ 1,663,116 $ 596,803 $ 2,259,919 Changes to equity during the three months ended March 31, 2016 , were as follows: Western Shareholders' Equity Non-controlling Interest Total Equity (In thousands) Balance at December 31, 2015 $ 1,299,297 $ 1,646,609 $ 2,945,906 Net income 30,538 9,047 39,585 Dividends (35,601 ) — (35,601 ) Stock-based compensation 328 4,657 4,985 Tax deficiency from stock-based compensation (328 ) — (328 ) Distributions to non-controlling interests — (28,747 ) (28,747 ) Treasury stock purchases (75,000 ) — (75,000 ) Balance at March 31, 2016 $ 1,219,234 $ 1,631,566 $ 2,850,800 Share Issuance Pursuant to the NTI Merger Agreement, we issued 17.1 million shares of Western common stock including 11.6 million treasury shares on June 23, 2016. See Note 21, Acquisitions , for further discussion of the NTI Merger. Effective upon the closing of the Tesoro Merger, each share of our common stock will be converted into and become exchangeable for, at the election of the holder of each share of our common stock, either (a) $37.30 in cash or (b) 0.4350 shares of Tesoro common stock, in each case without interest, subject to the terms and conditions. See Note 23, Tesoro Merger , for further discussion of the Tesoro Merger. Share Repurchase Programs Our board of directors has periodically approved various share repurchase programs authorizing us to repurchase up to $200 million of our outstanding common stock, per program. The September 2015 share repurchase program expired on December 31, 2016. Dividends Under the Tesoro Merger Agreement, we have agreed that, until the completion of the Tesoro Merger, we will not declare, set aside, make or pay any dividend or other distribution in respect of any of our capital stock, except for regular quarterly cash dividends to the holders of shares of our common stock in an amount not in excess of $0.38 per share. The table below summarizes our 2017 cash dividend declarations, payments and scheduled payments: Declaration Date Record Date Payment Date Dividend per Common Share Total Payment (In thousands) First quarter January 4 January 18 February 2 $ 0.38 $ 41,305 Second quarter (1) April 13 April 26 May 11 0.38 — Total $ 41,305 (1) The second quarter 2017 cash dividend of $0.38 per common share will result in an estimated aggregate payment of $41.4 million . WNRL Distributions The table below summarizes WNRL's 2017 quarterly distribution declarations, payments and scheduled payments: Declaration Date Record Date Payment Date Distribution per Common and Subordinated Unit January 31, 2017 February 13, 2017 March 1, 2017 $ 0.4375 April 28, 2017 May 9, 2017 May 23, 2017 0.4525 Total $ 0.8900 In addition to its quarterly distributions, WNRL paid incentive distributions of $2.1 million and $0.8 million for the three months ended March 31, 2017 and 2016 , respectively, to Western as its general partner and holder of its incentive distribution rights. |
Northern Tier Energy LP [Member] | |
Class of Stock [Line Items] | |
Stockholders' Equity Note Disclosure [Text Block] | . EQUITY Western indirectly owns 100% of Northern Tier Energy GP LLC and 100% of the limited partnership interest in NTE LP. Merger with Western On December 21, 2015 , Western and NTE LP announced that they had entered into an Agreement and Plan of Merger dated as of December 21, 2015 ("the Merger Agreement"), with NTE GP and Western Acquisition Co, LLC, a Delaware limited liability company and wholly-owned subsidiary of Western ("MergerCo") whereby Western would acquire all of Northern Tier's outstanding common units not already owned by Western (the "Merger"). Based upon the consideration elections made by NTI common unitholders, this cash and Western common stock was allocated among NTI common unitholders as follows: • NTI common unitholders who made a valid "Mixed Election" (as defined in the Merger Agreement), or who made no election, received $15.00 in cash and 0.2986 of a share of Western common stock for each such NTI common unit held. • NTI common unitholders who made a valid "Cash Election" (as defined in the Merger Agreement) received $15.357 in cash and 0.28896 of a share of Western common stock as prorated in accordance with the Merger Agreement for each such NTI common unit held. • NTI common unitholders who made a valid "Stock Election" (as defined in the Merger Agreement) received 0.7036 of a share of Western common stock for each such NTI common unit held. On June 23, 2016, following the approval of the Merger by NTI common unitholders, all closing conditions to the Merger were satisfied, and the Merger was successfully completed. The transaction resulted in approximately 17.1 million additional shares of WNR common stock outstanding. Subsequent to this transaction, NTI continues to exist as a limited partnership and became an indirect wholly-owned subsidiary of Western (see Note 19 ). Distribution Policy Prior to our merger with Western, the Company generally made distributions, if any, within 60 days after the end of each quarter, to unitholders of record as of the applicable record date. The board of directors of the Company's general partner adopted a policy pursuant to which distributions for each quarter, if any, would equal the amount of available cash the Company generates in such quarter. Distributions on the Company's units were in cash. Available cash for each quarter, if any, was determined by the board of directors of the Company's general partner following the end of such quarter. Distributions were expected to be based on the amount of available cash generated in such quarter, if any. Available cash for each quarter was generally equal to the Company's cash flow from operations for the quarter, excluding working capital changes, less cash required for maintenance and regulatory capital expenditures, reimbursement of expenses incurred by the Company's general partner and its affiliates, debt service and other contractual obligations and reserves for future operating or capital needs that the board of directors of our general partner deemed necessary or appropriate, including reserves for turnaround and related expenses, working capital, and organic growth projects. Pursuant to the terms of the Merger Agreement, the Company declared and paid a prorated quarterly distribution for the period April 1, 2016, to June 13, 2016, which was paid on June 23, 2016, to unitholders of record as of immediately prior to the Effective Time of the Merger (as defined in the Merger Agreement). The following table details the quarterly distributions paid to common unitholders in 2016 prior to the Company's merger with Western (see note 19 ): Date Declared Date Paid Common Units and equivalents at record date (in millions) Distribution per common unit and equivalent Total Distribution (in millions) 2016 Distributions: February 3, 2016 February 19, 2016 94.2 $ 0.38 $ 36.0 June 13, 2016 June 23, 2016 93.0 0.18 16.7 Total distributions paid prior to our merger $ 0.56 $ 52.7 Subsequent to our merger with Western, we have declared one distribution for $110.0 million which was paid in the fourth quarter 2016. We also pay distributions on LTIP awards that have distribution accrual rights at the time the underlying awards vest (see note 14 ). For the three months ended March 31, 2017 , we paid $1.2 million in accrued distributions on vested awards. Changes in Partners' Equity (in millions) Partners' Capital Accumulated Other Comprehensive Income Total Partners' Equity Balance at December 31, 2016 $ 461.7 $ (0.1 ) $ 461.6 Net income 14.0 — 14.0 Distributions (1.2 ) — (1.2 ) Equity-based compensation expense 1.5 — 1.5 Vested equity value withheld to cover employee taxes (3.9 ) — (3.9 ) Amortization of net prior service cost and deferred loss on defined benefit plans — (0.1 ) (0.1 ) Balance at March 31, 2017 $ 472.1 $ (0.2 ) $ 471.9 |
Income Taxes (Notes)
Income Taxes (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Contingency [Line Items] | |
Income Taxes | 11. Income Taxes Compared to the federal statutory rate of 35% , our effective tax rates for the three months ended March 31, 2017 and 2016 , were 20.6% and 32.0% , respectively. The effective tax rates for the three months ended March 31, 2017 and 2016 , were lower than the statutory rate primarily due to the reduction of taxable income associated with the non-controlling interests in NTI and WNRL. As of June 23, 2016, all of NTI's taxable income became subject to income taxes at the Western consolidated level. We are subject to examination by the Internal Revenue Service for tax years ended December 31, 2013, or after and by various state and local taxing jurisdictions for tax years ended December 31, 2012, or after. We believe that it is more likely than not that the benefit from certain state net operating loss ("NOL") carryforwards related to the Yorktown refinery will not be realized. Accordingly, a valuation allowance of $17.0 million was previously provided against the deferred tax assets relating to these NOL carryforwards at March 31, 2017 . There was no change in the valuation allowance for the Yorktown NOL carryforwards from December 31, 2016 . As of March 31, 2017 , we have recorded a liability of $50.3 million for unrecognized tax benefits, of which $13.4 million would affect our effective tax rate if recognized. There was a decrease of $5.5 million in our unrecognized tax benefits for the three months ended March 31, 2017 . We believe that it is reasonably possible that a decrease of up to $2.1 million in unrecognized tax benefits, resulting from the expiration of statutes of limitations in various tax jurisdictions, may be necessary within the coming year. We also recognized $0.5 million and $0.2 million in interest and penalties for three months ended March 31, 2017 and 2016 , respectively. |
Northern Tier Energy LP [Member] | |
Income Tax Contingency [Line Items] | |
Income Taxes | . INCOME TAXES NTE LP is treated as a partnership for federal and state income tax purposes. However, NTRH, the parent company of NTR and NTB, is taxed as a corporation for federal and state income tax purposes. No provision for income tax is calculated on the earnings of the Company or its subsidiaries, other than NTRH, as these entities are pass-through entities for tax purposes. The Company’s effective tax rate for the three months ended March 31, 2017 and 2016 was 2.8% and 3.9% , respectively. For both the three months ended March 31, 2017 and 2016 , the Company's consolidated federal and state expected statutory tax rates was 40.8% . The Company's effective tax rate for the three months ended March 31, 2017 and 2016 , was lower than the statutory rate primarily due to the fact that only the retail operations of the Company are taxable entities. |
Retirement Plans (Notes)
Retirement Plans (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Retirement Plans | 12. Retirement Plans We fully recognize the obligations associated with our retiree healthcare and other postretirement plans and single-employer defined benefit cash balance plan in our financial statements. Pensions The net periodic benefit cost associated with our cash balance plan for the three months ended March 31, 2017 and 2016 , was $0.04 million and $0.6 million , respectively. Postretirement Obligations The net periodic benefit cost associated with our postretirement medical benefit plans for the three months ended March 31, 2017 and 2016 , was $0.001 million and $0.03 million , respectively. Our benefit obligation at December 31, 2016 , for our postretirement medical benefit plans was $5.0 million . We fund our medical benefit plans on an as-needed basis. The following table presents cumulative changes in other comprehensive income related to our benefit plans included as a component of equity for the periods presented, net of income tax. The related expenses are included in direct operating expenses in the Condensed Consolidated Statements of Operations. Three Months Ended March 31, 2017 2016 (In thousands) Beginning of period balance $ 1,226 $ 651 Amortization of net prior service cost (73 ) — Reclassification of loss to income 1 — Income tax 28 — End of period balance $ 1,182 $ 651 Defined Contribution Plans Western sponsors defined contribution plans under which Western, NTI and WNRL participants may contribute a percentage of their eligible compensation to various investment choices offered by these plans. For the three months ended March 31, 2017 and 2016 , we expensed $6.2 million and $4.6 million , respectively, in connection with these plans. |
Northern Tier Energy LP [Member] | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Retirement Plans | . EMPLOYEE BENEFIT PLANS Defined Contribution Plans The Company sponsors one qualified defined contribution plan for eligible employees. Eligibility is based upon a minimum age requirement and a minimum level of service. Participants may make contributions of a percentage of their annual compensation subject to Internal Revenue Service limits. In 2017 , the Company provides a matching contribution at the rate of 175% of a participant’s contribution up to 6.0% . Total Company contributions to the Retirement Savings Plans were $2.4 million and $2.6 million for the three months ended March 31, 2017 and 2016 , respectively. Cash Balance Plan The Company sponsors a defined benefit cash balance pension plan (the "Cash Balance Plan") for eligible employees. In the fourth quarter 2016, the Company curtailed this benefit effective January 1, 2017 whereby the Company will no longer credit employees for service or interest related to service years after 2016. The Company will continue to sponsor the plan until all benefit obligations are exhausted. Prior to this change, Company contributions were made to the cash account of the participants equal to 5.0% of eligible compensation. Participants’ cash accounts also received interest credits each year based upon the average thirty -year United States Treasury bond rate published in September preceding the respective plan year. Participants become fully-vested in their accounts after three years of service. The net periodic benefit cost related to the Cash Balance Plan for the three months ended March 31, 2017 and 2016 , was zero and $0.6 million , respectively, related primarily to current period service costs. |
Crude Oil and Refined Product R
Crude Oil and Refined Product Risk Management (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative [Line Items] | |
Crude Oil and Refined Product Risk Management | 13. Crude Oil and Refined Product Risk Management We enter into crude oil forward contracts primarily to facilitate the supply of crude oil to our refineries. During the three months ended March 31, 2017 , we entered into net forward, fixed-price contracts to physically receive and deliver crude oil that qualify as normal purchases and normal sales and are exempt from derivative reporting requirements. We use crude oil and refined products futures, swap contracts or options to mitigate the change in value for a portion of our LIFO inventory volumes subject to market price fluctuations and swap contracts to fix the margin on a portion of our future gasoline and distillate production. The physical volumes are not exchanged; these contracts are net settled with cash. These hedging activities do not qualify for hedge accounting treatment. The fair value of these contracts is reflected in the Condensed Consolidated Balance Sheets and the related net gain or loss is recorded within cost of products sold in the Condensed Consolidated Statements of Operations. Quoted prices for similar assets or liabilities in active markets (Level 2) are considered to determine the fair values of the majority of the contracts for the purpose of marking to market the hedging instruments at each period end. The following tables summarize our economic hedging activity recognized within cost of products sold for the three months ended March 31, 2017 and 2016 , and open commodity hedging positions as of March 31, 2017 and December 31, 2016 : Three Months Ended March 31, 2017 2016 (In thousands) Economic hedging results Realized hedging gain, net $ 39,787 $ 17,803 Unrealized hedging loss, net (4,452 ) (12,483 ) Total hedging gain, net $ 35,335 $ 5,320 March 31, December 31, (In thousands) Open commodity hedging instruments (barrels) Crude oil differential swaps, net long positions 1,369 2,124 Crude oil futures, net short positions (1,647 ) (1,703 ) Refined product price and crack spread swaps, net short positions (2,419 ) (6,632 ) Total open commodity hedging instruments, net short positions (2,697 ) (6,211 ) Fair value of outstanding contracts, net Other current assets $ 5,824 $ 13,649 Other assets 1,150 8 Accrued liabilities (9,367 ) (10,827 ) Other long-term liabilities — (771 ) Fair value of outstanding contracts - unrealized gain (loss), net $ (2,393 ) $ 2,059 Offsetting Assets and Liabilities Western's derivative financial instruments are subject to master netting arrangements to manage counterparty credit risk associated with derivatives; however, Western does not offset the fair value amounts recorded for derivative instruments under these agreements in the Condensed Consolidated Balance Sheets. We have posted or received margin collateral with various counterparties in support of our hedging and trading activities. The margin collateral posted or received is required by counterparties as collateral deposits and cannot be offset against the fair value of open contracts except in the event of default. The following table presents offsetting information regarding Western's commodity hedging contracts as of March 31, 2017 and December 31, 2016 : Gross Amounts of Recognized Assets (Liabilities) Gross Amounts Offset in the Condensed Consolidated Balance Sheet Net Amounts of Assets (Liabilities) Presented in the Condensed Consolidated Balance Sheet As of March 31, 2017 (In thousands) Financial assets: Current assets $ 9,412 $ (3,588 ) $ 5,824 Other assets 1,251 (101 ) 1,150 Financial liabilities: Accrued liabilities (13,044 ) 3,677 (9,367 ) Other long-term liabilities (12 ) 12 — $ (2,393 ) $ — $ (2,393 ) Gross Amounts of Recognized Assets (Liabilities) Gross Amounts Offset in the Condensed Consolidated Balance Sheet Net Amounts of Assets (Liabilities) Presented in the Condensed Consolidated Balance Sheet As of December 31, 2016 (In thousands) Financial assets: Current assets $ 18,929 $ (5,280 ) $ 13,649 Other assets 677 (669 ) 8 Financial liabilities: Accrued liabilities (17,547 ) 6,720 (10,827 ) Other long-term liabilities — (771 ) (771 ) $ 2,059 $ — $ 2,059 Our commodity hedging activities are initiated within guidelines established by management and approved by our board of directors. Due to mark-to-market accounting during the term of the various commodity hedging contracts, significant unrealized, non-cash net gains and losses could be recorded in our results of operations. Additionally, we may be required to collateralize any mark-to-market losses on outstanding commodity hedging contracts. As of March 31, 2017 , we had the following outstanding crude oil and refined product hedging instruments that were entered into as economic hedges. Settlement prices for our distillate crack spread swaps range from $15.18 to $16.67 per contract. The information presents the notional volume of outstanding contracts by type of instrument and year of maturity (volumes in thousands of barrels): Notional Contract Volumes by Year of Maturity 2017 2018 Inventory positions (futures and swaps): Crude oil differential swaps, net long positions 1,369 — Crude oil futures, net short positions (1,647 ) — Distillate - net long positions 225 — Refined products - net short positions (1,214 ) — Natural gas futures - net long positions 221 — Refined product positions (crack spread swaps): Distillate - net short positions (225 ) (1,200 ) Unleaded gasoline - net short positions (225 ) — |
Northern Tier Energy LP [Member] | |
Derivative [Line Items] | |
Crude Oil and Refined Product Risk Management | . DERIVATIVES The Company is exposed to market risks related to the volatility in the price of crude oil, refined products (primarily gasoline and distillate), and natural gas used in its operations. To reduce the impact of price volatility on its results of operations and cash flows, the Company uses commodity derivative instruments, including forwards, futures, swaps, and options. The Company uses the futures markets for the available liquidity, which provides greater flexibility in transacting in these instruments. The Company uses swaps primarily to manage its price and margin exposure. The positions in commodity derivative instruments are monitored and managed on a daily basis by a risk control group to ensure compliance with the Company's stated commercial risk management policy. The Company considers these transactions economic hedges of market risk but has elected not to designate these instruments as hedges for financial reporting purposes. The Company recognizes all derivative instruments, except for those that qualify for the normal purchase and normal sales exception, as either assets or liabilities at fair value on the condensed consolidated balance sheets and any related net gain or loss is recorded as a gain or loss in the condensed consolidated statements of operations and comprehensive income. Observable quoted prices for similar assets or liabilities in active markets (Level 2 as described in Note 12 ) are considered to determine the fair values for the purpose of marking to market the derivative instruments at each period end. Risk Management Activities by Type of Risk The Company periodically uses futures and swaps contracts to manage price risks associated with inventory quantities both above and below target levels. The Company also periodically uses crack spread and crude differential futures and swaps contracts to manage refining margins. Under the Company's risk mitigation strategy, it may buy or sell an amount equal to a fixed price times a certain number of barrels, and to buy or sell in return an amount equal to a specified variable price times the same amount of barrels. Physical volumes are not exchanged and these contracts are net settled with cash. The objective of the Company's economic hedges pertaining to crude oil and refined products is to hedge price volatility in certain refining inventories and firm commitments to purchase crude oil inventories. The level of activity for the Company's economic hedges is based on the level of operating inventories, and generally represents the amount by which inventories differ from established target inventory levels. The objective of the Company's economic hedges pertaining to natural gas is to lock in the price for a portion of the Company's forecasted natural gas requirements at existing market prices that are deemed favorable. At March 31, 2017 and December 31, 2016 , the Company had open commodity derivative instruments as follows: March 31, 2017 December 31, 2016 Crude oil and refined products (thousands of barrels): Futures - long 185 30 Futures - short 1,541 1,270 Swaps - long 2,772 1,073 Swaps - short 1,151 530 Forwards - long 2,090 4,382 Forwards - short 2,748 3,101 Natural gas (thousands of MMBTUs): Swaps 858 1,169 The information below presents the notional volume of outstanding contracts by type of instrument and year of maturity at March 31, 2017 : Notional Contract Volumes by Year of Maturity 2017 Crude oil and refined products (thousands of barrels): Futures - long 185 Futures - short 1,541 Swaps - long 2,772 Swaps - short 1,151 Forwards - long 2,090 Forwards - short 2,748 Natural gas (thousands of MMBTUs): Swaps 858 Fair Value of Derivative Instruments The following tables provide information about the fair values of the Company's derivative instruments as of March 31, 2017 and December 31, 2016 and the line items in the condensed consolidated balance sheets in which the fair values are reflected. See Note 12 for additional information related to the fair values of derivative instruments. The Company is required to post margin collateral with a counterparty in support of our hedging activities. Funds posted as collateral were $2.6 million and $7.6 million as of March 31, 2017 and December 31, 2016 , respectively. The margin collateral posted is required by counterparties and cannot be offset against the fair value of open contracts except in the event of default. The Company nets fair value amounts recognized for multiple similar derivative contracts executed with the same counterparty under master netting arrangements, including cash collateral assets and obligations. The tables below, however, are presented on a gross asset and gross liability basis. March 31, 2017 (in millions) Balance Sheet Location Assets Liabilities Commodity instruments: Swaps Other current assets $ 1.9 $ — Swaps Accrued liabilities — 1.8 Futures Other current assets 0.7 — Futures Accrued liabilities — 3.2 Forwards Other current assets 5.0 — Forwards Accrued liabilities — 7.3 Total $ 7.6 $ 12.3 December 31, 2016 (in millions) Balance Sheet Location Assets Liabilities Commodity instruments: Swaps Other current assets $ 1.1 $ — Swaps Accrued liabilities $ 0.1 $ 0.4 Futures Other current assets — — Futures Accrued liabilities 0.2 1.2 Forwards Other current assets 5.2 — Forwards Accrued liabilities — 4.7 Total $ 6.6 $ 6.3 Effect of Derivative Instruments on Income All derivative contracts are marked to market at period end and the resulting gains and losses are recognized in earnings. The following tables provide information about the gain or loss recognized in income on the Company's derivative instruments and the line items in the financial statements in which such gains and losses are reflected. Recognized gains and losses on derivatives were as follows: Three Months Ended (in millions) March 31, 2017 March 31, 2016 Gain (loss) on the change in fair value of outstanding derivatives $ (5.1 ) $ 3.7 Settled derivative gains (losses) 13.5 (4.4 ) Total recognized gain (loss) $ 8.4 $ (0.7 ) Gain (loss) recognized in cost of sales $ 8.8 $ (0.1 ) Gain (loss) recognized in operating expenses (0.4 ) (0.6 ) Total recognized net gain (loss) on derivatives $ 8.4 $ (0.7 ) Market and Counterparty Risk The Company is exposed to credit risk in the event of nonperformance by counterparties on its risk mitigating arrangements. The counterparties are large financial institutions with long-term credit ratings of at least A by Standard and Poor’s and A2 by Moody’s. In the event of default, the Company may be subject to losses on a derivative instrument’s mark-to-market gains. The Company does not expect nonperformance of the counterparties involved in its risk mitigation arrangements. |
Asset Retirement Obligations (N
Asset Retirement Obligations (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Northern Tier Energy LP [Member] | |
Guarantor Obligations [Line Items] | |
Asset Retirement Obligation Disclosure [Text Block] | . ASSET RETIREMENT OBLIGATIONS The following table summarizes the changes in asset retirement obligations: Three Months Ended (in millions) March 31, 2017 March 31, 2016 Asset retirement obligation balance at beginning of period $ 2.4 $ 2.4 Costs incurred to remediate — (0.1 ) Accretion expense 0.1 0.1 Asset retirement obligation balance at end of period $ 2.5 $ 2.4 |
Stock-Based Compensation (Notes
Stock-Based Compensation (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-Based Compensation | 14. Stock-Based Compensation Tesoro Merger Effective upon the closing of the Tesoro Merger, each of the outstanding RSUs that were granted prior to December 31, 2016 will vest and be settled in cash. Each of the outstanding phantom stock awards under the NTI LTIP and 123,570 RSUs granted on January 18, 2017 will be automatically converted into the right to acquire or receive benefits measured by the value of the number of shares of Tesoro common stock, rounded down to the nearest whole number, equal to the number of shares of our common stock subject to such award immediately prior to the effective time of the First Tesoro Merger multiplied by the exchange ratio. See Note 23, Tesoro Merger , for additional information. Western Incentive Plans The Western Refining 2006 Long-Term Incentive Plan (the "2006 LTIP") and the Amended and Restated 2010 Incentive Plan of Western Refining (the "2010 Incentive Plan") allow for restricted share unit awards ("RSUs") among other forms of awards. As of March 31, 2017 , there were 19,856 and 2,336,531 shares of common stock reserved for future grants under the 2006 LTIP and the 2010 Incentive Plan, respectively. Awards granted under both plans vest over a scheduled vesting period of either one , three or five years and their market value at the date of the grant is amortized over the vesting period on a straight-line basis. As of March 31, 2017 , there were 594,318 unvested RSUs outstanding. We recorded stock compensation of $2.1 million and $1.0 million for the three months ended March 31, 2017 and 2016 , respectively, which is included in selling, general and administrative expenses. As of March 31, 2017 , the aggregate grant date fair value of outstanding RSUs was $19.2 million . The aggregate intrinsic value of outstanding RSUs was $20.8 million . The unrecognized compensation cost of unvested RSUs was $17.1 million . Unrecognized compensation costs for RSUs will be recognized over a weighted-average period of 2.3 years. The tax deficiency related to the RSUs that vested during the three months ended March 31, 2016 , was $0.3 million using a statutory blended rate of 38.1% . The aggregate grant date fair value of the RSUs that vested during the three months ended March 31, 2016 , was $3.2 million . The related aggregate intrinsic value of these RSUs was $2.4 million at the vesting date. The following table summarizes our RSU activity for the three months ended March 31, 2017 : Number of Units Weighted Average Grant Date Fair Value Not vested at December 31, 2016 658,506 $ 32.25 Awards granted 123,570 35.24 Awards vested (187,758 ) 34.11 Awards forfeited — — Not vested at March 31, 2017 594,318 32.28 Amended and Restated Northern Tier Energy LP 2012 Long-Term Incentive Plan Effective upon the closing of the NTI Merger, Western adopted and assumed NTI's equity compensation plan and amended and renamed the plan as the Amended and Restated Northern Tier Energy LP 2012 Long-Term Incentive Plan ("NTI LTIP"). Modifications to the NTI LTIP include, among other things, a change to the unit of equity from an NTI common unit to a share of Western common stock. The amendment changes the administrator of the NTI LTIP from the board of directors of NTI's general partner to Western's board of directors or its applicable committee. Consistent with the terms of the NTI Merger Agreement, all unvested equity awards at the time of the NTI Merger were exchanged for Western phantom stock awards and performance cash awards under the NTI LTIP. We incurred equity-based compensation expense of $3.0 million and $4.6 million for the three months ended March 31, 2017 and 2016 , respectively. The NTI LTIP provides, among other awards, for grants of stock options, restricted stock, phantom stock, dividend equivalent rights, stock appreciation rights and other awards that derive their value from the market price of Western's common stock. As of March 31, 2017 , there was 448,043 common share equivalents reserved for future grants under the NTI LTIP. We determined the fair value of the phantom stock based on the closing price of Western common stock on the grant date. We amortize the estimated fair value of the phantom stock on a straight-line basis over the scheduled vesting periods of individual awards. The aggregate grant date fair value of non-vested phantom stock outstanding as of March 31, 2017 , was $7.3 million . The aggregate intrinsic value of such phantom stock was $12.6 million . Total unrecognized compensation cost related to unvested phantom stock totaled $4.6 million as of March 31, 2017 , that is expected to be recognized over a weighted-average period of 1.5 years . A summary of our phantom stock award activity under the NTI LTIP for the three months ended March 31, 2017 , is set forth below: Number of Phantom Stock Weighted Average Not vested at December 31, 2016 662,372 $ 20.25 Awards granted — — Awards vested (298,744 ) 20.25 Awards forfeited (10,858 ) 20.25 Not vested at March 31, 2017 352,770 20.25 Western Refining Logistics, LP 2013 Long-Term Incentive Plan The Western Refining Logistics, LP 2013 Long-Term Incentive Plan (the "WNRL LTIP") provides, among other awards, for grants of phantom units and distribution equivalent rights. As of March 31, 2017 , there were 4,075,073 phantom units reserved for future grants under the WNRL 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. WNRL incurred unit-based compensation expense of $0.6 million and $0.5 million for the three months ended March 31, 2017 and 2016 , respectively. The aggregate grant date fair value of non-vested phantom units outstanding as of March 31, 2017 , was $6.6 million . The aggregate intrinsic value of such phantom units was $6.4 million . Total unrecognized compensation cost related to unvested phantom units totaled $6.2 million as of March 31, 2017 , that is expected to be recognized over a weighted-average period of 2.3 years. A summary of WNRL's phantom unit award activity for the three months ended March 31, 2017 , is set forth below: Number of Phantom Units Weighted Average Not vested at December 31, 2016 285,155 $ 26.42 Awards granted 52,654 24.70 Awards vested (86,012 ) 26.45 Awards forfeited — — Not vested at March 31, 2017 251,797 26.05 |
Northern Tier Energy LP [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-Based Compensation | . EQUITY-BASED COMPENSATION Prior to Northern Tier's merger with Western, the Company maintained the 2012 Long-Term Incentive Plan ("LTIP"). Effective upon the closing of the Merger, Western's board of directors adopted and assumed the LTIP and amended and renamed the LTIP to the Northern Tier Energy LP Amended and Restated 2012 Long-Term Incentive Plan ("Amended LTIP"). The Amended LTIP changed, among other things, the unit of equity from a unit of NTI common partnership interest to a share of Western common stock and the administrator of the plan was changed from the board of directors of the NTE GP to the board of directors of Western or its applicable committee. All unvested equity awards at the time of the Merger with Western were exchanged for new awards under the Amended LTIP consistent with the terms of the Merger Agreement. The Company recognized equity-based compensation expense of $3.0 million and $4.6 million for the three months ended March 31, 2017 , and 2016 , respectively, related to these plans. This expense is included in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income. AMENDED LTIP Approximately 0.4 million Western common share equivalents are reserved for issuance under the Amended LTIP as of March 31, 2017 . The Amended LTIP permits the award of stock options, restricted stocks, phantom stocks, dividend equivalent rights, stock appreciation rights and other awards that derive their value from the market price of Western's common stock. As of March 31, 2017 , approximately 0.4 million shares of equity denominated awards and approximately $11.0 million in cash denominated awards were outstanding under the Amended LTIP. The Company recognized the expense on all LTIP awards ratably from the grant date until all units vested. Service-based awards generally vested ratably over a three -year period beginning on the award's first anniversary date and performance-based awards generally vested following the end of the measurement period which, for the performance-based phantom awards, had traditionally been three years after the commencement of the measurement period. Compensation expense related to service-based phantom awards was based on the grant date fair value as determined by the closing market price on the grant date, reduced by the fair value of estimated forfeitures. Compensation expense related to performance-based phantom awards was based on the grant date fair value as determined by either the closing price on the grant date and management's estimates on the number of units that ultimately vested in the case of awards with company performance based criteria or by third-party valuation experts in the case of awards with market based criteria. For awards to employees, the Company estimates a forfeiture rate which is subject to revision depending on the actual forfeiture experience. As of March 31, 2017 and December 31, 2016 , the total unrecognized compensation cost for stock and cash awards under the Amended LTIP was $8.0 million and $8.6 million . Restricted Common Units Legacy NTI Service-based Restricted Common Unit Awards As of March 31, 2017 , the Company had no restricted common units outstanding as all restricted common units were exchanged upon the Merger with Western. As a replacement for these awards, for every one unvested outstanding restricted common unit, 1.0323 shares of Western phantom stock were issued to the participant with all vesting dates remaining unchanged. A summary of the service-based restricted common unit activity is set forth below: Number of Weighted Weighted Average Term restricted common units Average Grant Until Maturity (in thousands) Date Price (years) Nonvested at December 31, 2015 191.5 $ 24.75 1.0 Forfeited (12.3 ) 25.57 — Vested (34.5 ) 26.83 — Exchanged due to merger (144.7 ) 24.18 0.5 Nonvested at December 31, 2016 — $ — — Phantom Common Units Legacy NTI Service-based Phantom Common Unit Awards As of March 31, 2017 , the Company had no service-based phantom common units outstanding as all service-based phantom common units were exchanged in accordance with the Merger. For every one unvested service-based phantom common units outstanding, 1.0323 shares of Western phantom stock were issued to the participant with all vesting dates remaining unchanged. A summary of the service-based phantom common unit activity is set forth below: Number of phantom common units Weighted Weighted Average Term (in thousands) Average Grant Until Maturity Service-Based Performance-Based Total Date Price (years) Nonvested at December 31, 2015 581.9 260.7 842.6 $ 24.00 1.5 Awarded 381.0 163.6 544.6 25.87 2.5 Incremental performance units — 231.8 231.8 27.82 2.0 Forfeited (16.5 ) (19.1 ) (35.6 ) 25.36 — Vested (269.2 ) (1.8 ) (271.0 ) 24.10 — Exchanged due to merger (677.2 ) (635.2 ) (1,312.4 ) 25.45 2.0 Nonvested at December 31, 2016 — — — $ — — Western Service-based Phantom Stock Awards As a result of the Merger, both the previously outstanding service-based restricted and phantom common unit awards were exchanged with 0.8 million service based awards of Western phantom stock. Upon vesting, Western may settle these awards in common stock, cash or a combination of both, in the discretion of the board of directors of Western or its applicable committee. The new Western phantom stock awards participate in dividends on an equal basis with Western's common shareholders. However, dividends for phantom stock awards are paid in cash only upon vesting. In the event that unvested phantom stock awards are forfeited or canceled, any unpaid dividends on the underlying awards are also forfeited by the grantee. For phantom stock awards outstanding at March 31, 2017 , the forfeiture rates ranged from zero to 30% , depending on the employee pay grade classification. Legacy NTI Performance-based Phantom Common Awards As of March 31, 2017 , the Company had no performance-based phantom common units outstanding as all performance-based phantom common units were exchanged in accordance with the Merger. Western issued (a) fixed-value cash denominated awards for the pre-merger time period pertaining to the legacy NTI performance-based phantom common unit awards based upon the performance multiples achieved through March 31, 2016 (the most recently completed quarter prior to the Merger date) and (b) variable-value cash denominated awards for the post-merger time period pertaining to the legacy NTI performance-based phantom common unit awards. Both the fixed value and variable value awards were converted to cash denominated awards at a rate of $21.1049 in cash for every one unvested outstanding performance-based phantom common unit prior to the Merger. Pre-Merger Period Service-Based Cash Denominated Awards As of March 31, 2017 , Western had $4.3 million in unvested fixed value, cash denominated awards applicable to the Company's pre-merger period ("Legacy Performance Awards"). The vesting dates of the Legacy Performance Awards remained unchanged and are now subject only to service conditions. These awards have a weighted average term until maturity of 0.8 years. The related expense is amortized over the remaining service period using the straight-line method and recognized in selling, general and administrative expenses. In the event that unvested Legacy Performance Awards are forfeited or canceled, all dividend rights associated with the grant are also forfeited by the grantee. The forfeiture rates on the Legacy Performance Awards range from 5% to 20% , depending on the employee's pay grade classification. Post-Merger Period Performance-Based Cash Denominated Awards As of March 31, 2017 , Western had $6.7 million in unvested variable value, cash denominated awards applicable to the Company's post-merger period (the "Performance Cash Award"). Assuming a threshold EBITDA is achieved and the participant meets the service conditions throughout the vesting term, participants are entitled to a payout under the Performance Cash Award based on the Company’s achievement of two criteria compared to the performance peer group selected by the compensation committee of Western's board of directors over the performance period: (a) return on capital employed, referred to as a performance condition, and (b) total shareholder return, referred to as a market condition. The average of these two conditions is then multiplied by a third condition relating to Western's average safety rate over the performance period relative to the comparable average safety rate of the refining industry as published by the Bureau of Labor Statistics, and can range between 85% for relatively poor safety performance to 115% for relatively superior safety performance. The Company accounts for the performance and market conditions in each Performance Cash Award as separate liability awards and remeasures the expected liability each period. |
Earnings per Share (Notes)
Earnings per Share (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 15. Earnings per Share We follow the provisions related to the accounting treatment of certain participating securities for the purpose of determining earnings per share. These provisions address share-based payment awards that have not vested and that contain nonforfeitable rights to dividend equivalents and state that they are participating securities and should be included in the computation of earnings per share pursuant to the two-class method. Diluted earnings per common share includes the effects of potentially dilutive shares that consist of unvested RSUs and phantom stock. These awards are non-participating securities due to the forfeitable nature of their associated dividend equivalent rights, prior to vesting and we do not consider the RSUs or phantom stock in the two-class method when calculating earnings per share. The computation of basic and diluted earnings per share under the two-class method is presented as follows: Three Months Ended March 31, 2017 2016 (In thousands, except per share data) Basic earnings per common share: Allocation of earnings: Net income attributable to Western Refining, Inc. $ 11,568 $ 30,538 Distributed earnings (42,543 ) (35,601 ) Undistributed income (loss) attributable to Western Refining, Inc. $ (30,975 ) $ (5,063 ) Weighted-average number of common shares outstanding 108,669 92,078 Basic earnings per common share: Distributed earnings per share $ 0.39 $ 0.39 Undistributed earnings (loss) per share (0.29 ) (0.05 ) Basic earnings per common share $ 0.10 $ 0.34 Diluted earnings per common share: Net income attributable to Western Refining, Inc. $ 11,568 $ 30,538 Weighted-average diluted common shares outstanding 109,155 92,144 Diluted earnings per common share $ 0.10 $ 0.33 The computation of the weighted average number of diluted shares outstanding is presented below: Three Months Ended March 31, 2017 2016 (In thousands) Weighted-average number of common shares outstanding 108,669 92,078 Restricted share units and phantom stock 486 66 Weighted-average number of diluted shares outstanding 109,155 92,144 A shareholder's interest in our common stock could become diluted as a result of vestings of RSUs and phantom stock. In calculating our fully diluted earnings per common share, we consider the impact of RSUs and phantom stock that have not vested. We include unvested awards in our diluted earnings calculation when the trading price of our common stock equals or exceeds the per share grant price. |
Cash Flows (Notes)
Cash Flows (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Other Significant Noncash Transactions [Line Items] | |
Cash Flows | 16. Cash Flows Supplemental Cash Flow Information Supplemental disclosures of cash flow information were as follows: Three Months Ended March 31, 2017 2016 (In thousands) Non-cash operating activities were as follows: Income taxes paid $ 9,130 $ 11,215 Interest paid, excluding amounts capitalized 26,811 20,676 Non-cash investing activities were as follows: Assets acquired through capital lease obligations $ 12,089 $ 328 Accrued capital expenditures 24,321 46,045 Transfer of capital spares from fixed assets to other assets — 699 Non-cash financing activities were as follows: Distributions accrued on unvested NTI equity awards $ — $ 3,964 |
Northern Tier Energy LP [Member] | |
Other Significant Noncash Transactions [Line Items] | |
Cash Flows | . SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information is as follows: Three Months Ended (in millions) March 31, 2017 March 31, 2016 Net cash from operating activities included: Interest paid $ 0.8 $ 0.8 Income taxes paid 4.7 — Noncash investing activities included: Capital expenditures included in accounts payable $ 6.2 $ 14.5 PP&E additions resulting from a capital lease 12.1 0.3 Noncash financing activities included: Distributions accrued on unvested equity awards $ — $ 4.0 |
Leases and Other Commitments (N
Leases and Other Commitments (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Leases [Abstract] | |
Leases and Other Commitments | 17. Leases and Other Commitments We have commitments under various operating leases with initial terms greater than one year for retail convenience stores, office space, warehouses, cardlocks, railcars and other facilities, some of which have renewal options and rent escalation clauses. These leases have terms that will expire on various dates through 2040 . We expect that in the normal course of business, these leases will be renewed or replaced by other leases. Certain of our lease agreements provide for the fair value purchase of the leased asset at the end of the lease. Rent expense for operating leases that provide for periodic rent escalations or rent holidays over the term of the lease and for renewal periods that are reasonably assured at the inception of the lease are recognized on a straight-line basis over the term of the lease. In the normal course of business, we also have long-term commitments to purchase products and services, such as natural gas, electricity, water and transportation services for use by our refineries and logistic assets at market-based rates. We are also party to various refined product and crude oil supply and exchange agreements. Under a sulfuric acid regeneration and sulfur gas processing agreement with Veolia North America, Inc. (“Veolia”), Veolia owns and operates two sulfuric acid regeneration units on property we lease to Veolia within our El Paso refinery. Our annual estimated cost for processing sulfuric acid and sulfur gas under this agreement is $15.7 million through March of 2028. In November 2007, we entered into a ten -year lease agreement for office space in downtown El Paso, Texas. In December 2007, we entered into an eleven -year lease agreement for an office building in Tempe, Arizona. The building centralized our operational and administrative offices in the Phoenix area. We are party to 47 capital leases, with initial terms of 20 years, expiring in 2025 through 2037 . The current portion of our capital lease obligation of $1.3 million and $1.3 million is included in accrued liabilities and the non-current portion of $65.9 million and $54.2 million is included in lease financing obligations in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016 , respectively. The capital lease obligations include a deferred gain of $0.2 million . These capital leases were discounted using annual rates from 5.00% to 16.66% . Total remaining interest related to these leases was $56.9 million and $40.0 million at March 31, 2017 and December 31, 2016 , respectively. Average annual payments, including interest, for the next five years are $7.0 million with the remaining $90.9 million due through 2037 . The following table presents our future minimum lease commitments under capital leases and non-cancelable operating leases that have lease terms of one year or more (in thousands) as of March 31, 2017 : Operating Capital Remaining 2017 $ 40,747 $ 4,976 2018 52,509 6,722 2019 47,269 6,854 2020 42,420 7,067 2021 43,284 7,238 2022 and thereafter 305,646 90,932 Total minimum lease payments $ 531,875 123,789 Less amount that represents interest 56,876 Present value of net minimum capital lease payments $ 66,913 Total rental expense was $17.6 million and $17.7 million for the three months ended March 31, 2017 and March 31, 2016 , respectively. Contingent rentals and subleases were not significant in any period. |
Contingencies (Notes)
Contingencies (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Loss Contingencies [Line Items] | |
Contingencies | 18. Commitments and Contingencies Environmental Matters Similar to other petroleum refiners, 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 the cost of compliance can be expected 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 has been incurred and the amount can be reasonably estimated. Such estimates may be subject to revision in the future as regulations and other conditions change. Periodically, we 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 these asserted violations. We intend to respond in a timely manner to all such communications and to take appropriate corrective action. We do not anticipate that any such matters currently asserted will have a material impact on our financial condition, results of operations or cash flows. As of March 31, 2017 and December 31, 2016 , we had consolidated environmental accruals of $12.8 million and $13.8 million , respectively. El Paso Refinery Prior spills, releases and discharges of petroleum or hazardous substances have impacted the groundwater and soils in certain areas at and adjacent to our El Paso refinery. We are currently remediating, in conjunction with Chevron U.S.A., Inc. ("Chevron"), these areas in accordance with certain agreed administrative orders with the Texas Commission on Environmental Quality (the "TCEQ"). Pursuant to our purchase of the north side of the El Paso refinery from Chevron, Chevron retained responsibility to remediate its solid waste management units in accordance with its Resource Conservation Recovery Act ("RCRA") permit that Chevron has fulfilled. Chevron also retained control of and liability for certain groundwater remediation responsibilities that are ongoing. In May 2000, we entered into an Agreed Order with the TCEQ for remediation of the south side of our El Paso refinery property. We purchased a non-cancelable Pollution and Legal Liability and Clean-Up Cost Cap Insurance policy that covers environmental clean-up costs related to contamination that occurred prior to December 31, 1999, including the costs of the Agreed Order activities. The insurance provider assumed responsibility for all environmental clean-up costs related to the Agreed Order up to $20.0 million , of which $6.5 million remained as of March 31, 2017 . In addition, a subsidiary of Chevron is obligated under a settlement agreement to pay 60% of any Agreed Order environmental clean-up costs that exceed the $20.0 million policy coverage. El Paso 2017 EPA RMP Order. In February 2017, we received from the U.S. Environmental Protection Agency ("EPA") a draft administrative order with a proposed penalty of $0.2 million to settle alleged violations of the Risk Management Plan regulations noted during an EPA inspection of the El Paso refinery in February 2015. We are negotiating the draft order with EPA and expect to enter into a settlement. The draft settlement does not contain requirements for groundwater clean-up or capital expenditure. Four Corners Refineries Four Corners 2005 Consent Agreements. In July 2005, as part of the EPA Initiative, Giant Industries, Inc., our wholly-owned subsidiary, reached an administrative settlement with the New Mexico Environment Department (the "NMED") and the EPA in the form of consent agreements that resolved certain alleged violations of air quality regulations at the Gallup and Bloomfield refineries in the Four Corners area of New Mexico. In January 2009 and June 2012, we and the NMED agreed to amendments of the 2005 administrative settlement (the "2005 NMED Amended Agreement") that altered certain deadlines and allowed for alternative air pollution controls. We incurred $50.8 million in total capital expenditures between 2009 and 2013 to address the requirements of the 2005 NMED Amended Agreement. These capital expenditures were primarily for installation of emission controls on the heaters, boilers and Fluid Catalytic Cracking Unit ("FCCU") and for reducing sulfur in fuel gas to reduce emissions of sulfur dioxide, NOx and particulate matter from our Gallup refinery. During the first quarter of 2016, we completed the capital expenditures required by the 2005 NMED Amended Agreement to implement one or more FCCU emission offset projects prior to the end of 2017. We incurred $0.1 million for the three months ended March 31, 2017 and $0.1 million and $1.9 million , respectively, for the years ended December 31, 2015 and 2014, to implement an FCC emission offset project. We paid penalties between 2009 and 2012 totaling $2.7 million . For 2017, we have budgeted capital projects specifically designed to address our compliance with the 2005 NMED Amended Agreement regarding air emissions from waste handling at our Gallup refinery. Bloomfield 2007 NMED Remediation Order. In July 2007, we received a final administrative compliance order from the NMED alleging that releases of contaminants and hazardous substances that have occurred at the Bloomfield refinery over the course of its operations prior to June 1, 2007, have resulted in soil and groundwater contamination. Among other things, the order requires that we investigate the extent of such releases, perform interim remediation measures and implement corrective measures. Prior to July 2007, with the approval of the NMED and the New Mexico Oil Conservation Division, we placed into operation certain remediation measures that remain operational. Gallup 2017 EPA RCRA Order: In February 2017, we received from the EPA a draft administrative order with a proposed penalty of $0.1 million to settle alleged violations of the RCRA regulations noted during an EPA inspection of the Gallup refinery in August 2014. We are evaluating the draft order and expect to enter into a settlement with the EPA. The draft settlement does not contain requirements for groundwater clean-up or capital expenditure. St. Paul Park Refinery At March 31, 2017 and December 31, 2016 , liabilities for remediation and closure obligations at the St. Paul Park refinery totaled $2.5 million and $3.4 million , respectively, of which $2.3 million and $2.5 million , respectively, are recorded on a discounted basis. These discounted liabilities are expected to be settled over at least the next 21 years. At March 31, 2017 , the estimated future cash flows to settle these discounted liabilities totaled $2.9 million and are discounted at a rate of 2.78% . Receivables for recoverable costs from the state, under programs to assist companies in clean-up efforts related to underground storage tanks at retail marketing outlets, and others were $0.1 million at March 31, 2017 and December 31, 2016 . Legal Matters On August 24, 2016, an alleged NTI unitholder (“Plaintiff”) filed a purported class action lawsuit against Western, NTI, NTI GP, members of the NTI GP board of directors at the time of the NTI Merger, Evercore Group, L.L.C. (“Evercore”), and MergerCo (collectively, “Defendants”) (the “NTI Merger Litigation”). The NTI Merger Litigation appears to challenge the adequacy of disclosures made in connection with the NTI Merger. Plaintiff seeks monetary damages and attorneys’ fees. The NTI Merger Litigation is in the earliest stages of litigation. Western believes the NTI Merger Litigation is without merit and intends to vigorously defend against it. As of February 8, 2017, Western was named as defendants in five substantially similar purported stockholder class actions by Western stockholders (the “Tesoro Merger Litigation”). The suits challenge the adequacy of the disclosures made in connection with the Tesoro Merger. Among other remedies, the plaintiffs seek to enjoin the merger until additional information relating to the transaction is disclosed. The Tesoro Merger Litigation was dismissed with prejudice on March 20, 2017. Other Matters The EPA has issued Renewable Fuels Standards ("RFS") that require refiners to blend renewable fuels into the refined products produced at their refineries. Annually, the EPA is required to establish a volume of renewable fuels that refineries must blend into their refined petroleum fuels. To the extent we are unable to blend at the rate necessary to satisfy the EPA mandated volume, we purchase Renewable Identification Numbers ("RIN"). The purchase price for RINs is volatile and may vary significantly from period to period. The net cost of meeting our estimated renewable volume obligations was $21.6 million and $19.1 million for the three months ended March 31, 2017 and 2016 , respectively. The supply and demand environment for RINs is uncertain and we cannot predict the impact of RIN purchases on our results of operations in any given period. In addition, the EPA has investigated and brought enforcement actions against companies it believes produced invalid RINs. We have purchased RINs that the EPA determined were invalid. Previously, we have entered into settlements with the EPA regarding RINs we purchased that the EPA ultimately determined were invalid. While we do not know if the EPA will determine that other RINs we have purchased are invalid, at this time we do not expect any settlements we would enter into with the EPA would have a material effect on our financial condition, results of operations or cash flows. We are party to various other claims and legal actions arising in the normal course of business. We believe that the resolution of these matters will not have a material effect on our financial condition, results of operations or cash flows. |
Northern Tier Energy LP [Member] | |
Loss Contingencies [Line Items] | |
Contingencies | . COMMITMENTS AND CONTINGENCIES The Company is the subject of, or party to, contingencies and commitments involving a variety of matters. Certain of these matters are discussed below. While the results of these commitments and contingencies cannot be predicted with certainty, the Company believes that the final resolution of the foregoing would not, individually or in the aggregate, have a material adverse effect on the Company’s consolidated financial statements as a whole. Legal Matters On February 20, 2015, a customer served a complaint in the United States District Court for the District of Minnesota alleging violations of the Telephone Consumer Protection Act. We denied and continue to deny all material allegations in the complaint. On December 29, 2016, we entered into a settlement which will require a payment to the plaintiff class of between $2.2 million and $3.5 million . The parties are awaiting court approval of the settlement terms. On August 24, 2016, an alleged NTI unitholder ("Plaintiff") filed a purported class action lawsuit against Western, NTI, NTI GP, members of the NTI GP board of directors at the time of the Merger, Evercore Group, L.L.C. ("Evercore"), and MergerCo (collectively, "Defendants") (the "Merger Litigation"). The Merger Litigation appears to challenge the adequacy of disclosures made in connection with the Merger. Plaintiff seeks monetary damages and attorneys’ fees. The Merger Litigation is in the earliest stages of litigation. The Company believes the Merger Litigation is without merit and intends to vigorously defend against it. Environmental Matters The Company is subject to federal, state, local and foreign laws and regulations relating to the environment. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites. Penalties may be imposed for noncompliance. At March 31, 2017 and December 31, 2016 , accruals for remediation and closure obligations totaled $2.5 million and $3.4 million , respectively. Of the $2.5 million and $3.4 million accrued, $2.3 million and $2.5 million are recorded on a discounted basis at March 31, 2017 and December 31, 2016 , respectively. These discounted liabilities are expected to be settled over at least the next 21 years. At March 31, 2017 , the estimated future cash flows to settle these discounted liabilities totaled $2.9 million , and are discounted at a rate of 2.78% . Receivables for recoverable costs from the state, under programs to assist companies in clean-up efforts related to underground storage tanks at retail marketing outlets, and others were $0.1 million at both March 31, 2017 and December 31, 2016 . Costs associated with environmental remediation are recorded in direct operating expenses in the statement of operations. On June 3, 2014, SPPR was issued a National Pollutant Discharge Elimination Permit/State Disposal System Permit by the Minnesota Pollution Control Agency ("MPCA") relating to its upgraded wastewater treatment plant at its St. Paul Park refinery. This permit required the refinery to conduct additional testing of its remaining lagoon. The testing was completed in the fourth quarter of 2014 and following the Company's review of the test results and additional discussions with the MPCA, the Company plans to close the remaining lagoon. The MPCA accepted the Company's remediation plan in the fourth quarter of 2015. At March 31, 2017 and December 31, 2016 , the Company estimates the remaining remediation costs to be approximately $0.1 million and $0.9 million , respectively. In connection with the Company's December 2010 acquisition of the St. Paul Park refinery, among other assets, from Marathon Petroleum Company LP ("Marathon"), the Company entered into an agreement with Marathon which required Marathon to share in the future remediation costs of this Lagoon, should they be required. During 2015, the Company entered into a settlement and release agreement with Marathon and received $3.5 million pursuant to this settlement. It is not presently possible to estimate the ultimate amount of all remediation costs that might be incurred by the Company or the penalties that may be imposed. Furthermore, environmental remediation costs may vary from estimates for which a liability has been recorded either in accrued liabilities or other liabilities in the balance sheet because of changes in laws, regulations and their interpretation; additional information on the extent and nature of site contamination; and improvements in technology. Franchise Agreements In the normal course of its business, SAF enters into ten -year license agreements with the operators of franchised SuperAmerica brand retail outlets. These agreements obligate SAF or its affiliates to provide certain services including information technology support, maintenance, credit card processing and signage for specified monthly fees. |
Related Party Transactions (Not
Related Party Transactions (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transaction [Line Items] | |
Related Party Transactions Disclosure [Text Block] | 19. Related Party Transactions We leased office space in a building located in El Paso, Texas that is owned by an entity controlled by one of our officers. Under the terms of the lease, we made annual payments of $0.2 million . For the three months ended March 31, 2016 , we made rental payments under this lease to the related party of $0.06 million . This lease agreement expired in January 2017. Beginning on September 30, 2014, we began paying MPL for transportation services at published tariff rates. During the three months ended March 31, 2017 and 2016 , we paid $16.9 million and $14.0 million , respectively, in crude transportation costs with MPL. Western's President and Chief Operating Officer is a member of MPL's board of managers. |
Northern Tier Energy LP [Member] | |
Related Party Transaction [Line Items] | |
Related Party Transactions Disclosure [Text Block] | . RELATED PARTY TRANSACTIONS As of March 31, 2017 , Western indirectly owns 100% of both Northern Tier Energy GP LLC ("NTE GP") and NTE LP. On December 21, 2015 , Western and NTE LP announced that they had entered into the Merger Agreement with MergerCo and NTE GP whereby Western would acquire all of NTE LP's outstanding common units not already owned by Western (see Note 19 ). The transaction closed on June 23, 2016 (see Note 19 ). On September 15, 2016, Western executed the Contribution Agreement by and among Western, SPPR, WNRL and Western Refining Logistics GP, LLC, the general partner of WNRL. Pursuant to the terms of the Contribution Agreement, SPPR agreed to sell to WNRL approximately four million barrels of refined product and crude oil storage tanks, a light products terminal, a heavy products loading rack, certain rail and barge facilities, certain other related logistics assets, and two crude oil pipeline segments and one pipeline segment not currently in service, each of which is approximately 2.5 miles and extends from SPPR’s refinery in St. Paul Park, Minnesota to SPPR’s tank farm in Cottage Grove, Minnesota, in exchange for $195 million in cash and 628,224 of common units representing limited partner interests in WNRL. The Company's book value on the date of sale of the property, plant and equipment, certain assets under construction and additive inventory used in the terminal operations amounted to $48.7 million . The proceeds from this transaction, reduced by the book value of the assets sold was $146.3 million . The Company treated the transaction as a transfer of assets between entities under common control and, as such, accounted for the transfer at the historical book value of the assets as required by GAAP. We recognized the difference between the proceeds and the book value of the assets as an increase in equity. In connection with the closing of the Contribution Agreement, SPPR entered into a terminalling, transportation and storage services agreement (the "Terminalling Agreement") with Western Refining Terminals, LLC ("WRT"), an indirect, wholly-owned subsidiary of WNRL. Pursuant to the Terminalling Agreement, WRT has agreed to provide product storage services, product throughput services and product additive and blending services at the terminal facilities located at or near SPPR’s refinery in St. Paul Park, Minnesota. In exchange for such services, SPPR has agreed to certain minimum volume commitments and to pay certain fees. The Terminalling Agreement will have an initial term of ten years, which may be extended for up to two renewal terms of five years each upon the mutual agreement of the parties. The Company has engaged in several types of transactions with Western and its subsidiaries including crude and feedstock purchases, asphalt purchases, finished product purchases, railcar leases and tank and terminal service fees. Additionally, the Company is party to a shared services agreement with Western and WNRL whereby the Company both receives and provides administrative support services. The services covered by the shared services agreement include assistance with executive, treasury, risk management and commercial operations, environmental compliance, information technology support, internal audit and legal. MPL is also a related party of the Company as the Company owns a 17% interest in MPL (see Note 6 ) and generally receives quarterly cash distributions related to this investment. The Company's Chief Executive Officer is a member of MPL's board of managers. In addition to the Contribution Agreement, the Company engaged in the following related party transactions with unconsolidated affiliates for the three months ended March 31, 2017 and 2016 : Three Months Ended (in millions) Location in Statement of Operations and Comprehensive Income March 31, 2017 March 31, 2016 Western Refining: Asphalt sales Revenue $ 4.4 $ 8.7 Railcar rental Revenue 0.1 0.1 Shared services (provided) received, net Selling, general and administrative expenses (1.6 ) 0.8 Storage lease purchases Cost of sales 0.4 — Western Refining Logistics: Tank and terminal service fees Cost of sales 11.8 — Shared services received Selling, general and administrative expenses 0.2 0.1 Minnesota Pipe Line Company: Pipeline transportation purchases Cost of sales 16.9 14.0 The Company had the following outstanding receivables and payables with non-consolidated related parties at March 31, 2017 and December 31, 2016 : (in millions) Balance Sheet Location March 31, 2017 December 31, 2016 Net receivable (payable) with related party: Western Refining, Inc. Accounts receivable, net $ 9.2 $ 3.7 Western Refining Logistics, LP Accounts payable (1.5 ) (2.0 ) Minnesota Pipe Line Company Accounts payable (1.3 ) (1.5 ) |
Condensed Consolidating Financi
Condensed Consolidating Financial Information (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Financial Statements [Text Block] | 20. Condensed Consolidating Financial Information Separate condensed consolidating financial information of Western Refining, Inc. (the "Parent"), subsidiary guarantors and non-guarantors is presented below. At March 31, 2017 , the Parent and certain 100% owned subsidiary guarantors have fully and unconditionally guaranteed our Western 2021 Senior Unsecured Notes on a joint and several basis. NTI and WNRL are subsidiaries that have not guaranteed the Western 2021 Senior Unsecured Notes. As a result of the Parent and certain subsidiaries' guarantee arrangements, we are required to present the following condensed consolidating financial information that should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto. Due to the retrospective adjustments of financial position, results of operations and cash flows from the guarantor to the non-guarantor entities resulting from the St. Paul Park Logistics Transaction , we have made corresponding retrospective adjustments to the condensed consolidating financial information for all periods presented. See Note 1, Organization , for additional information on this transaction. As of March 31, 2017 , we owned a 100% limited partnership interest in NTI and a 52.5% limited partnership interest in WNRL, and the non-financial general partner interests of both entities. We are the primary beneficiary of WNRL's earnings and cash flows. We exercise control of WNRL through our 100% ownership of its general partner. Accordingly, NTI and WNRL are consolidated with the other accounts of Western. NTI's long-term debt is comprised of the NTI 2020 Secured Notes and the NTI Revolving Credit Facility. NTI creditors under the NTI 2020 Secured Notes and the NTI Revolving Credit Facility have no recourse to the Parent's assets except to the extent of the assets of Northern Tier Energy GP LLC, NTI's general partner. We have 100% ownership of the general partner of NTI. Any recourse to NTI’s general partner would be limited to the extent of the general partner’s assets that, other than its investment in NTI, are not significant. Furthermore, the Parent's creditors have no recourse to the assets of NTI's general partner, NTI and its consolidated subsidiaries. See Note 9, Long-Term Debt , for a description of NTI’s debt obligations. WNRL generates revenues by charging fees and tariffs for transporting crude oil through its pipelines; for transporting crude oil and asphalt through its truck fleet; for transporting refined and other products through its terminals and pipelines, for providing storage in its storage tanks and at its terminals and selling refined products through its wholesale distribution network. We do not provide financial or equity support through any liquidity arrangements and/or debt guarantees to WNRL. WNRL's long-term debt is comprised of the WNRL 2023 Senior Notes and the WNRL Revolving Credit Facility. With the exception of the assets of Western Refining Logistic GP, LLC, the general partner of WNRL, creditors have no recourse to our assets. Any recourse to WNRL’s general partner would be limited to the extent of Western Refining Logistic GP, LLC’s assets which, other than its investment and incentive distribution rights in WNRL, are not significant. Furthermore, our creditors have no recourse to the assets of WNRL and its consolidated subsidiaries. See Note 9, Long-Term Debt , for a description of WNRL’s debt obligations. The following condensed consolidating financial information is provided as an alternative to providing separate financial statements for guarantor subsidiaries. Separate financial statements of Western’s subsidiary guarantors are not included because the guarantees are full and unconditional and these subsidiary guarantors are 100% owned and jointly and severally liable for the Parent’s outstanding debt. The information is presented using the equity method of accounting for investments in subsidiaries. CONDENSED CONSOLIDATING BALANCE SHEETS As of March 31, 2017 (In thousands) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 130,908 $ 29,119 $ — $ 160,027 Accounts receivable, trade, net of a reserve for doubtful accounts — 124,847 280,852 — 405,699 Accounts receivable, affiliate 18,985 73,701 8,994 (101,680 ) — Inventories — 469,912 359,062 — 828,974 Prepaid expenses — 81,179 17,252 — 98,431 Other current assets — 75,701 34,221 — 109,922 Total current assets 18,985 956,248 729,500 (101,680 ) 1,603,053 Equity method investment — — 104,303 — 104,303 Property, plant and equipment, net — 1,111,361 1,251,030 — 2,362,391 Goodwill — — 1,289,443 — 1,289,443 Intangible assets, net — 31,070 52,081 — 83,151 Investment in subsidiaries 5,376,847 — — (5,376,847 ) — Due from affiliate — 2,491,810 — (2,491,810 ) — Other assets, net — 26,687 17,609 — 44,296 Total assets $ 5,395,832 $ 4,617,176 $ 3,443,966 $ (7,970,337 ) $ 5,486,637 LIABILITIES AND EQUITY Current liabilities: Accounts payable, trade $ 10,938 $ 318,568 $ 349,143 $ — $ 678,649 Accounts payable, affiliate — — 101,680 (101,680 ) — Accrued liabilities 11,113 111,897 83,081 — 206,091 Current portion of long-term debt 10,500 — — — 10,500 Total current liabilities 32,551 430,465 533,904 (101,680 ) 895,240 Long-term liabilities: Long-term debt, less current portion 1,208,355 — 684,370 — 1,892,725 Due to affiliate 2,491,810 — — (2,491,810 ) — Lease financing obligations — 44,666 21,188 — 65,854 Deferred income tax liability, net — 244,808 38,409 — 283,217 Deficit in subsidiaries — 507,474 — (507,474 ) — Other liabilities — 73,963 15,719 — 89,682 Total long-term liabilities 3,700,165 870,911 759,686 (2,999,284 ) 2,331,478 Equity: Equity - Western 1,663,116 3,315,800 1,553,573 (4,869,373 ) 1,663,116 Equity - Non-controlling interests — — 596,803 — 596,803 Total equity 1,663,116 3,315,800 2,150,376 (4,869,373 ) 2,259,919 Total liabilities and equity $ 5,395,832 $ 4,617,176 $ 3,443,966 $ (7,970,337 ) $ 5,486,637 CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2016 (In thousands) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 21 $ 224,431 $ 44,129 $ — $ 268,581 Accounts receivable, trade, net of a reserve for doubtful accounts — 117,007 306,164 — 423,171 Accounts receivable, affiliate 16,832 72,760 3,736 (93,328 ) — Inventories — 448,012 323,977 — 771,989 Prepaid expenses — 80,199 15,156 — 95,355 Other current assets — 74,832 38,589 — 113,421 Total current assets 16,853 1,017,241 731,751 (93,328 ) 1,672,517 Equity method investment — — 102,685 — 102,685 Property, plant and equipment, net — 1,117,958 1,246,524 — 2,364,482 Goodwill — — 1,289,443 — 1,289,443 Intangible assets, net — 31,516 52,296 — 83,812 Investment in subsidiaries 5,348,171 — — (5,348,171 ) — Due from affiliate — 2,443,306 — (2,443,306 ) — Other assets, net — 27,425 20,033 — 47,458 Total assets $ 5,365,024 $ 4,637,446 $ 3,442,732 $ (7,884,805 ) $ 5,560,397 LIABILITIES AND EQUITY Current liabilities: Accounts payable, trade $ — $ 372,570 $ 381,363 $ — $ 753,933 Accounts payable, affiliate — — 93,328 (93,328 ) — Accrued liabilities 5,655 124,628 89,324 — 219,607 Current portion of long-term debt 10,500 — — — 10,500 Total current liabilities 16,155 497,198 564,015 (93,328 ) 984,040 Long-term liabilities: Long-term debt, less current portion 1,208,703 — 663,102 — 1,871,805 Due to affiliate 2,443,306 — — (2,443,306 ) — Lease financing obligations — 45,007 9,156 — 54,163 Deferred income tax liability, net — 222,372 37,921 — 260,293 Deficit in subsidiaries — 501,776 — (501,776 ) — Other liabilities — 79,501 13,635 — 93,136 Total long-term liabilities 3,652,009 848,656 723,814 (2,945,082 ) 2,279,397 Equity: Equity - Western 1,696,860 3,291,592 1,554,803 (4,846,395 ) 1,696,860 Equity - Non-controlling interests — — 600,100 — 600,100 Total equity 1,696,860 3,291,592 2,154,903 (4,846,395 ) 2,296,960 Total liabilities and equity $ 5,365,024 $ 4,637,446 $ 3,442,732 $ (7,884,805 ) $ 5,560,397 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME Three Months Ended March 31, 2017 (In thousands) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated Net sales $ — $ 1,693,424 $ 1,314,020 $ (678,912 ) $ 2,328,532 Operating costs and expenses: Cost of products sold (exclusive of depreciation and amortization) — 1,488,822 1,104,098 (678,912 ) 1,914,008 Direct operating expenses (exclusive of depreciation and amortization) — 113,516 118,285 — 231,801 Selling, general and administrative expenses 50 32,694 25,897 — 58,641 Merger and reorganization costs — 9,772 1,525 — 11,297 Gain on disposal of assets, net — (167 ) (292 ) — (459 ) Maintenance turnaround expense — 940 2,374 — 3,314 Depreciation and amortization — 28,580 28,224 — 56,804 Total operating costs and expenses 50 1,674,157 1,280,111 (678,912 ) 2,275,406 Operating income (loss) (50 ) 19,267 33,909 — 53,126 Other income (expense): Equity in earnings of subsidiaries 32,143 10,458 — (42,601 ) — Interest income — 74 34 — 108 Interest and debt expense (20,525 ) (826 ) (12,384 ) — (33,735 ) Other, net — 789 6,152 — 6,941 Income before income taxes 11,568 29,762 27,711 (42,601 ) 26,440 Benefit (provision) for income taxes — (5,554 ) 110 — (5,444 ) Net income 11,568 24,208 27,821 (42,601 ) 20,996 Less net income attributable to non-controlling interests — — 9,428 — 9,428 Net income attributable to Western Refining, Inc. $ 11,568 $ 24,208 $ 18,393 $ (42,601 ) $ 11,568 Comprehensive income attributable to Western Refining, Inc. $ 11,568 $ 24,208 $ 18,349 $ (42,601 ) $ 11,524 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME Three Months Ended March 31, 2016 (In thousands) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated Net sales $ — $ 1,004,540 $ 965,512 $ (514,548 ) $ 1,455,504 Operating costs and expenses: Cost of products sold (exclusive of depreciation and amortization) — 798,548 763,361 (514,548 ) 1,047,361 Direct operating expenses (exclusive of depreciation and amortization) — 106,540 117,045 — 223,585 Selling, general and administrative expenses 46 24,695 28,544 — 53,285 Merger and reorganization costs — — 408 — 408 Gain on disposal of assets, net — (26 ) (104 ) — (130 ) Maintenance turnaround expense — 125 — — 125 Depreciation and amortization — 25,538 27,113 — 52,651 Total operating costs and expenses 46 955,420 936,367 (514,548 ) 1,377,285 Operating income (loss) (46 ) 49,120 29,145 — 78,219 Other income (expense): Equity in earnings of subsidiaries 43,725 1,054 — (44,779 ) — Interest income — 114 50 — 164 Interest and debt expense (13,141 ) (738 ) (12,802 ) — (26,681 ) Other, net — 1,069 5,443 — 6,512 Income before income taxes 30,538 50,619 21,836 (44,779 ) 58,214 Provision for income taxes — (18,368 ) (261 ) — (18,629 ) Net income 30,538 32,251 21,575 (44,779 ) 39,585 Less net income attributable to non-controlling interests — — 9,047 — 9,047 Net income attributable to Western Refining, Inc. $ 30,538 $ 32,251 $ 12,528 $ (44,779 ) $ 30,538 Comprehensive income attributable to Western Refining, Inc. $ 30,538 $ 32,251 $ 12,528 $ (44,779 ) $ 30,538 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2017 (In thousands) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ (1,902 ) $ (21,270 ) $ 21,009 $ (16,154 ) $ (18,317 ) Cash flows from investing activities: Capital expenditures — (22,604 ) (23,654 ) — (46,258 ) Contributions to affiliate — (49,516 ) — 49,516 — Proceeds from the sale of assets — 167 363 — 530 Net cash used in investing activities — (71,953 ) (23,291 ) 49,516 (45,728 ) Cash flows from financing activities: Payments on long-term debt and capital lease obligations (2,625 ) (300 ) (312 ) — (3,237 ) Borrowings on revolving credit facility — — 151,500 — 151,500 Repayments on revolving credit facility — — (130,500 ) — (130,500 ) Deferred financing costs — — (78 ) — (78 ) Distribution to affiliate — — (16,154 ) 16,154 — Distribution to non-controlling interest holders — — (12,629 ) — (12,629 ) Dividends paid (42,543 ) — — — (42,543 ) Payments of tax withholdings for stock-based compensation (2,467 ) — (4,555 ) — (7,022 ) Contributions from affiliates 49,516 — — (49,516 ) — Net cash provided by (used in) financing activities 1,881 (300 ) (12,728 ) (33,362 ) (44,509 ) Net decrease in cash and cash equivalents (21 ) (93,523 ) (15,010 ) — (108,554 ) Cash and cash equivalents at beginning of year 21 224,431 44,129 — 268,581 Cash and cash equivalents at end of year $ — $ 130,908 $ 29,119 $ — $ 160,027 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2016 (In thousands) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 5,500 $ (21,284 ) $ 31,477 $ (13,392 ) $ 2,301 Cash flows from investing activities: Capital expenditures — (44,798 ) (34,231 ) — (79,029 ) Use of restricted cash — 32,323 — — 32,323 Return of capital from equity method investment 13,537 — — (13,537 ) — Contributions to affiliate — (93,653 ) (8,375 ) 102,028 — Proceeds from the sale of assets — 100 119 — 219 Net cash provided by (used in) investing activities 13,537 (106,028 ) (42,487 ) 88,491 (46,487 ) Cash flows from financing activities: Payments on long-term debt and capital lease obligations (1,375 ) (194 ) (353 ) — (1,922 ) Borrowings on revolving credit facility — — 70,000 — 70,000 Repayments on revolving credit facility — — (62,500 ) — (62,500 ) Distribution to affiliate — — (26,929 ) 26,929 — Purchases of common stock for treasury (75,000 ) — — — (75,000 ) Distribution to non-controlling interest holders — — (28,995 ) — (28,995 ) Dividends paid (35,601 ) — — — (35,601 ) Payments of tax withholdings for stock-based compensation (714 ) — (483 ) — (1,197 ) Contributions from affiliates 93,653 — 8,375 (102,028 ) — Net cash used in financing activities (19,037 ) (194 ) (40,885 ) (75,099 ) (135,215 ) Net decrease in cash and cash equivalents — (127,506 ) (51,895 ) — (179,401 ) Cash and cash equivalents at beginning of year 21 656,966 115,515 — 772,502 Cash and cash equivalents at end of year $ 21 $ 529,460 $ 63,620 $ — $ 593,101 |
Acquisitions (Notes)
Acquisitions (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Business Acquisition [Line Items] | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | 21. Acquisitions Description of the Transaction On December 21, 2015, Western entered into the NTI Merger Agreement, by and among Western, Western Acquisition Co, LLC (“MergerCo”), NTI and Northern Tier Energy GP LLC, the general partner of NTI and a wholly-owned subsidiary of Western (“NTI GP”). On June 23, 2016, following the approval of the NTI Merger by NTI common unitholders, all closing conditions to the NTI Merger were satisfied, and the NTI Merger was successfully completed. Upon the terms and subject to the conditions set forth in the NTI Merger Agreement, MergerCo merged with and into NTI, the separate limited liability company existence of MergerCo ceased and NTI continued to exist as a limited partnership under Delaware law and as an indirect wholly-owned subsidiary of Western and as the surviving entity in the NTI Merger. Prior to the NTI Merger, NT InterHoldCo LLC, a Delaware limited liability company and wholly-owned subsidiary of Western ("NT InterHoldCo"), owned 100% of the membership interests in NTI GP and 38.3% of NTI’s outstanding common units representing limited partner interests in NTI (“NTI Common Units”). NT InterHoldCo also owned 100% of the membership interests in Western Acquisition Holdings, LLC, a Delaware limited liability company and holder of 100% of the membership interests in MergerCo (“MergerCo HoldCo”). Following the NTI Merger, NTI GP remained the sole general partner of NTI, the NTI Common Units held by Western and its subsidiaries were unchanged and remained issued and outstanding, and, by virtue of the NTI Merger, all of the membership interests in MergerCo automatically converted into the number of NTI Common Units (excluding any NTI Common Units owned by Western and its subsidiaries) issued and outstanding immediately prior to the effective time of the NTI Merger. Consequently, NT InterHoldCo and its wholly-owned subsidiary, MergerCo HoldCo, became the sole limited partners of NTI. Pursuant to the NTI Merger Agreement, we paid $859.9 million in cash and issued 17.1 million shares of Western common stock adjusted slightly for cash paid in lieu of fractional shares. We incurred transaction costs related to the NTI Merger of $11.7 million . The NTI Merger involved a change in WNR’s ownership interest in its subsidiary, NTI, due to the purchase of the remaining ownership interests not already owned by WNR and was accounted for under Accounting Standards Codification 810-10-45-23, Consolidation , which indicates that increases in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary shall be accounted for as an equity transaction. Therefore, no gain or loss was realized as a result of the NTI Merger. Any difference between the consideration paid and the amount by which the non-controlling interest is adjusted was recognized in Western shareholders' equity. NTI common unitholders made consideration elections that resulted in the following allocation of cash and Western common stock among NTI common unitholders. • NTI common unitholders who made a valid “Mixed Election” (as defined in the NTI Merger Agreement), or who made no election, received $15.00 in cash and 0.2986 of a share of Western common stock for each such NTI common unit held. • NTI common unitholders who made a valid “Cash Election” (as defined in the NTI Merger Agreement) received $15.357 in cash and 0.28896 of a share of Western common stock as prorated in accordance with the NTI Merger Agreement for each such NTI common unit held. • NTI common unitholders who made a valid “Stock Election” (as defined in the NTI Merger Agreement) received 0.7036 of a share of Western common stock for each such NTI common unit held. The consolidated statements of operations include the results of the NTI Merger beginning on June 23, 2016. The following unaudited pro forma information assumes that (i) the NTI Merger occurred on January 1, 2016; (ii) $500.0 million was borrowed to fund the NTI Merger consideration on January 1, 2016, resulting in increased interest and debt expense of $9.0 million for the three months ended March 31, 2017 and (iii) income tax expense increased as a result of the increased net income attributable to Western Refining, Inc. offset by increased interest and debt expense of $1.8 million for the three months ended March 31, 2017 . Unaudited Pro Forma for the Three Months Ended March 31, 2016 (In thousands, except per share data) Net sales $ 1,455,504 Operating income 78,219 Net income 32,378 Net income attributable to Western Refining, Inc. 27,675 Basic earnings per share $ 0.26 Diluted earnings per share 0.25 Merger and Reorganization Expenses We incurred professional service fees in connection with the NTI Merger. Additionally, we incurred costs associated with initiating a plan of reorganization for various positions. In relation to this reorganization plan, it was determined that certain employees would be terminated during 2016 and 2017. We recognized $2.1 million of expense during the three months ended March 31, 2017 which included compensation related to the severance of employment and retention bonuses for selected employees. These costs have been included in Merger and reorganization costs in the accompanying Condensed Consolidated Statements of Operations and are included in the "Other" category within our segment presentation. We recognize these costs ratably from September 1, 2016, the effective date of the agreements, through the remaining service period, which varies for each employee, but in no case is later than September 1, 2017. As of March 31, 2017 , we anticipate that these costs will continue to be recognized through the third quarter of 2017 and for the expenses to be completely paid out by December 31, 2017. The following table summarizes the expense activity related to the NTI Merger for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 (In thousands) Beginning liability for merger and reorganization costs $ 2,574 $ 189 Third-party professional service fees 1,525 408 Reorganization and related personnel costs incurred during period 575 — Cash payments to third-party professional service providers — (408 ) Cash payments made to severed employees (1,735 ) (189 ) Ending liability for merger and reorganization costs $ 2,939 $ — 23. Tesoro Merger Agreement and Plan of Merger On November 16, 2016, we entered into the Tesoro Merger Agreement with Tesoro, Merger Sub 1 and Merger Sub 2. Subject to the terms and conditions set forth in the Tesoro Merger Agreement, upon consummation of the First Tesoro Merger, each share of our common stock, par value $0.01 per share issued and outstanding immediately prior to the effective time of the First Tesoro Merger (excluding shares owned by the Company or Tesoro or any of their respective direct or indirect wholly-owned subsidiaries that are not held on behalf of third parties) will be converted into and become exchangeable for, at the election of the holder of our common stock, either (a) $37.30 in cash or (b) 0.4350 shares of common stock, par value $0.16⅔ per share, of Tesoro (“Tesoro Shares”), in each case without interest. Cash elections will be subject to proration if cash elections are made in respect of more than approximately 10.8 million shares of our common stock. Stock elections are not subject to proration. Western common stock in respect of which no cash election or stock election is validly made will be deemed to be Western common stock in respect of which stock elections have been made. We recognized $8.5 million of expense related to the Tesoro Merger during the three months ended March 31, 2017 , which included transaction and consulting costs. These costs have been included in Merger and reorganization costs in the accompanying Condensed Consolidated Statements of Operations and are included in the "Other" category within our segment presentation. The Tesoro Merger Agreement permits either the Company or Tesoro to require that the surviving corporation of the First Tesoro Merger be merged with and into Merger Sub 2 immediately following the effective time of the First Tesoro Merger, with Merger Sub 2 being the surviving company from the second merger (the “Second Tesoro Merger” and, if the second merger election is made, collectively with the First Tesoro Merger, the “Tesoro Merger”) if the requiring party reasonably believes, based on legal advice, that the Second Tesoro Merger is necessary to enable the Tesoro Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. The completion of the Tesoro Merger is subject to certain customary mutual conditions, including (i) the Tesoro Shares issuable in connection with the First Tesoro Merger having been approved for listing on the New York Stock Exchange, subject to official notice of issuance, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Act, (iii) the absence of any governmental order or law prohibiting the consummation of the Tesoro Merger or the other transactions contemplated by the Tesoro Merger Agreement and (iv) there not having been imposed a burdensome condition in connection with the expiration or termination of the waiting period applicable under the Hart-Scott-Rodino Act. The obligation of each party to consummate the Tesoro Merger is also conditioned upon (i) compliance by the other party in all material respects with its pre-closing obligations under the Tesoro Merger Agreement and (ii) the accuracy of the representations and warranties of the other party as of the date of the Tesoro Merger Agreement and as of the closing (subject to customary materiality qualifiers). Our obligation to complete the Tesoro Merger is additionally subject to Tesoro's receipt of a tax opinion to the effect that the Tesoro Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. The Company and Tesoro have made customary representations, warranties and covenants in the Tesoro Merger Agreement. Subject to certain exceptions, the Company and Tesoro have agreed, among other things, to covenants relating to (i) the conduct of their respective businesses during the interim period between the execution of the Tesoro Merger Agreement and the consummation of the First Tesoro Merger, (ii) the use of their respective reasonable best efforts, subject to certain exceptions, to obtain governmental and regulatory approvals, (iii) obligations to facilitate the Company’s stockholders’ consideration of, and voting upon, the adoption of the Tesoro Merger Agreement and certain related matters as applicable and Tesoro’s stockholders’ consideration of, and voting upon, the issuance of Tesoro Shares in the First Tesoro Merger and certain related matters as applicable, (iv) the recommendation by the board of directors of the Company in favor of the adoption by its stockholders of the Tesoro Merger Agreement, subject to certain exceptions, (v) the recommendation by the board of directors of Tesoro in favor of the issuance of Tesoro Shares in the First Tesoro Merger, subject to certain exceptions, (vi) non-solicitation obligations of Tesoro and the Company relating to alternative acquisition proposals and (vii) the use of reasonable best efforts by Tesoro to take certain steps to obtain debt financing at the closing of the Tesoro Merger to the extent the proceeds thereof are needed to pay the cash consideration and all other cash amounts required to be paid in connection with the closing of the Tesoro Merger. The Tesoro Merger Agreement permits the Company to continue paying a regular quarterly dividend of up to $0.38 per Company Share and permits Tesoro to continue paying a regular quarterly dividend of up to $0.55 per share. On December 14, 2016, Tesoro filed a preliminary registration statement on Form S-4 (the “Preliminary S-4”) to register the shares of Tesoro Common Stock to be issued and delivered (or, to the extent held in treasury by Tesoro, delivered but not issued) in the Tesoro Merger. The Preliminary S-4 is subject to future amendments depending on review and comments by the Securities and Exchange Commission (the “SEC”). During January and February of 2017, amended Form S-4s were filed with the SEC. On February 16, 2017, Tesoro filed with the SEC, and the SEC declared effective, a registration statement on Form S-4 (Reg. No. 333-215080), containing a joint proxy statement/prospectus of Tesoro and Western, which proxy statement/prospectus was first mailed to Tesoro and Western stockholders on February 17, 2017. On March 24, 2017, at separate special stockholders' meetings, Western stockholders approved the adoption of the Tesoro Merger Agreement and Tesoro stockholders approved the issuance of shares of Tesoro common stock in connection with the Tesoro Merger. Completion of the Tesoro Merger remains subject to the satisfaction or waiver of customary closing conditions, including the expiration or termination of the waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. We continue to expect the Tesoro Merger to close in the second quarter of 2017. Voting Agreements On November 16, 2016, concurrently with the execution of the Tesoro Merger Agreement, the Company, Merger Sub 1, Merger Sub 2 and Tesoro entered into three separate voting agreements (each, a “Voting Agreement”) with (i) Paul L. Foster and Franklin Mountain Investments, LP, (ii) Jeff A. Stevens, and (iii) Scott D. Weaver (each, a “Stockholder” and collectively, the “Stockholders”) pursuant to each of which, among other things and subject to the terms and conditions therein, the Stockholder(s) party thereto have agreed to vote all Western common stock beneficially owned by them (the “Covered Shares”) in favor of the adoption of the Tesoro Merger Agreement and the approval of the transactions contemplated by the Tesoro Merger Agreement, including the Tesoro Merger, and to not vote in favor of any alternative acquisition proposal or other action or agreement that would reasonably be expected to adversely affect the Tesoro Merger. The Voting Agreements also generally prohibit the Stockholders from transferring the Covered Shares. The Voting Agreements terminate upon the earlier of the termination of the Tesoro Merger Agreement and the time the Tesoro Merger becomes effective. |
Northern Tier Energy LP [Member] | |
Business Acquisition [Line Items] | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | . MERGER TRANSACTION Description of the Transaction On December 21, 2015, Western entered into the Merger Agreement, by and among Western, MergerCo, NTI and Northern Tier Energy GP LLC, the general partner of NTI and a wholly-owned subsidiary of Western ("NTI GP"). On June 23, 2016, following the approval of the Merger by NTI common unitholders, all closing conditions to the Merger were satisfied, and the Merger was successfully completed. Upon the terms and subject to the conditions set forth in the Merger Agreement, MergerCo merged with and into NTI, the separate limited liability company existence of MergerCo ceased and NTI continued to exist, as a limited partnership under Delaware law and as an indirect wholly-owned subsidiary of Western, as the surviving entity in the Merger. Prior to the Merger, NT InterHoldCo LLC, a Delaware limited liability company and wholly-owned subsidiary of Western ("NT InterHoldCo"), owned 100% of the membership interests in NTI GP and 38.3% of NTI’s outstanding common units representing limited partner interests in NTI ("NTI Common Units"). NT InterHoldCo also owned 100% of the membership interests in Western Acquisition Holdings, LLC, a Delaware limited liability company and holder of 100% of the membership interests in MergerCo ("MergerCo HoldCo"). Following the Merger, NTI GP remained the sole general partner of NTI, the NTI Common Units held by Western and its subsidiaries were unchanged and remained issued and outstanding, and, by virtue of the Merger, all of the membership interests in MergerCo automatically converted into the number of NTI Common Units (excluding any NTI Common Units owned by Western and its subsidiaries) issued and outstanding immediately prior to the effective time of the Merger. Consequently, NT InterHoldCo and its wholly-owned subsidiary, MergerCo HoldCo, became the sole limited partners of NTI. Pursuant to the Merger Agreement, Western paid $859.9 million in cash and issued 17.1 million shares of Western Common Stock adjusted slightly for cash paid in lieu of fractional shares. NTI common unitholders made consideration elections that resulted in the following allocation of cash and Western common stock among NTI common unitholders. • NTI common unitholders who made a valid "Mixed Election" (as defined in the Merger Agreement), or who made no election, received $15.00 in cash and 0.2986 of a share of Western common stock for each such NTI common unit held. • NTI common unitholders who made a valid "Cash Election" (as defined in the Merger Agreement) received $15.357 in cash and 0.28896 of a share of Western common stock, prorated in accordance with the Merger Agreement for each such NTI common unit held. • NTI common unitholders who made a valid "Stock Election" (as defined in the Merger Agreement) received 0.7036 of a share of Western common stock for each such NTI common unit held. Merger and Reorganization expenses The Company incurred professional service fees in connection with the Merger transaction. Additionally, the Company incurred costs associated with initiating a plan of reorganization for various positions in the third quarter of 2016. In relation to this reorganization plan, it was determined that certain employees would be terminated during 2016 and 2017. The Company recognized $1.5 million and $0.4 million of expense during the three months ended March 31, 2017 and 2016 , respectively, which included compensation related to the severance of employment and retention bonuses for selected employees. These costs are recognized in the merger-related expenses line within the consolidated statements of operations and comprehensive income. All reorganization and related costs are recognized in the Other segment. The Company recognizes these costs ratably from September 1, 2016, the effective date of the agreements, through the remaining service period, which varies for each employee, but in no case is later than September 1, 2017. As of March 31, 2017 , the Company anticipates that these costs will continue to be recognized through the third quarter of 2017 and for the expenses to be completely paid out by December 31, 2017. The following table summarizes the merger-related and reorganization expense activity for the three months ended March 31, 2017 : Three Months Ended (in millions) March 31, 2017 March 31, 2016 Beginning liability for merger and reorganization costs $ 2.5 $ 0.2 Third-party professional service fees — 0.4 Reorganization and related personnel costs incurred during period 1.5 — Cash payments to third-party professional service providers — (0.4 ) Cash payments made to severed employees (1.0 ) (0.2 ) Ending liability for merger and reorganization costs $ 3.0 $ — |
WNRL (Notes)
WNRL (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Variable Interest Entity, Measure of Activity [Abstract] | |
Variable Interest Entity Disclosure [Text Block] | 22. WNRL WNRL is a publicly held master limited partnership that owns and operates logistic assets that consist of pipeline and gathering, terminalling, storage and transportation assets, providing related services to our refining segment, including 705 miles of pipelines and approximately 12.4 million barrels of active storage capacity. The majority of WNRL's logistics assets are integral to the operations of the El Paso, Gallup and St. Paul Park refineries. WNRL also owns a wholesale business that operates primarily in the Southwest. WNRL's wholesale business includes the operations of several lubricant and bulk petroleum distribution plants and a fleet of crude oil, asphalt, refined product and lubricant delivery trucks. WNRL distributes commercial wholesale petroleum products primarily in Arizona, Colorado, Nevada, New Mexico and Texas. WNRL purchases petroleum fuels and lubricants from our refining segment and from third-party suppliers. During the fourth quarter of 2016, WNRL completed an evaluation of its lubricant operations and concluded that lubricants are not strategic to its core operations. WNRL has taken steps to divest the remaining assets associated with its lubricant operations and has executed asset purchase agreements with third parties. WNRL anticipates a completed sale in the second quarter of 2017. In connection with this asset disposal, WNRL recorded employee severance costs of $0.2 million within direct operating expenses and selling, general and administrative expenses in the Condensed Consolidated Statement of Operations for the three months ended March 31, 2017. Assets related to our lubricant operations at March 31, 2017 and December 31, 2016, respectively, include $9.0 million and $10.1 million in inventories and $7.0 million and $7.3 million in property, plant and equipment. WNRL expects proceeds from this divestiture of approximately $20.0 million , which would result in a gain on disposal of assets; however, no amounts related to this anticipated transaction have been recorded in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2017. As of March 31, 2017 , we owned a 52.5% interest in WNRL and a 100% general partner interest. As the general partner of WNRL, we have the sole ability to direct the activities that most significantly impact WNRL's financial performance, and therefore we consolidate WNRL. All intercompany transactions with WNRL are eliminated upon consolidation. We are WNRL’s primary logistics customer and a significant wholesale customer through our retail business. WNRL generates revenues by charging tariffs and fees for transporting petroleum products and crude oil though its pipelines, by charging fees for terminalling refined products and other hydrocarbons, and storing and providing other services at its storage tanks and terminals. Additionally, WNRL sells various finished petroleum products to us and other third-party customers. Under our long-term agreements with WNRL (discussed below), we accounted for 31.5% and 31.9% of WNRL’s total revenues for the three month periods ended March 31, 2017 and 2016 , respectively. We do not provide financial or equity support through any liquidity arrangements and/or debt guarantees to WNRL. WNRL has outstanding debt under a senior secured revolving credit facility and its senior notes. Excluding assets held by WNRL, WNRL’s creditors have no recourse to our assets. Any recourse to WNRL’s general partner would be limited to the extent of Western Refining Logistics GP LLC’s assets that other than its investment in WNRL, are not significant. Our creditors have no recourse to the assets of WNRL and its consolidated subsidiaries. WNRL provides us with various pipeline transportation, terminal distribution and storage services under long-term, fee-based commercial agreements. These agreements contain minimum volume commitments. Each agreement has fees that are indexed for inflation and provides us with options to renew for two additional five-year terms. In addition to commercial agreements, we are also party to an omnibus agreement with WNRL that among other things provides for reimbursement to us for various general and administrative services provided to WNRL. We are also party to an operational services agreement with WNRL, under which we are reimbursed for personnel services provided by Western in support of WNRL's operations of its pipelines, terminals and storage facilities. WNRL has risk associated with its operations. If a major customer of WNRL were to terminate its contracts or fail to meet desired shipping or throughput levels for an extended period of time, revenue would be reduced and WNRL could suffer substantial losses to the extent that a new customer is not found. In the event that WNRL incurs a loss, our operating results will reflect WNRL’s loss, net of intercompany eliminations, to the extent of our ownership interest in WNRL at that point in time. |
Tesoro Merger (Notes)
Tesoro Merger (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | 21. Acquisitions Description of the Transaction On December 21, 2015, Western entered into the NTI Merger Agreement, by and among Western, Western Acquisition Co, LLC (“MergerCo”), NTI and Northern Tier Energy GP LLC, the general partner of NTI and a wholly-owned subsidiary of Western (“NTI GP”). On June 23, 2016, following the approval of the NTI Merger by NTI common unitholders, all closing conditions to the NTI Merger were satisfied, and the NTI Merger was successfully completed. Upon the terms and subject to the conditions set forth in the NTI Merger Agreement, MergerCo merged with and into NTI, the separate limited liability company existence of MergerCo ceased and NTI continued to exist as a limited partnership under Delaware law and as an indirect wholly-owned subsidiary of Western and as the surviving entity in the NTI Merger. Prior to the NTI Merger, NT InterHoldCo LLC, a Delaware limited liability company and wholly-owned subsidiary of Western ("NT InterHoldCo"), owned 100% of the membership interests in NTI GP and 38.3% of NTI’s outstanding common units representing limited partner interests in NTI (“NTI Common Units”). NT InterHoldCo also owned 100% of the membership interests in Western Acquisition Holdings, LLC, a Delaware limited liability company and holder of 100% of the membership interests in MergerCo (“MergerCo HoldCo”). Following the NTI Merger, NTI GP remained the sole general partner of NTI, the NTI Common Units held by Western and its subsidiaries were unchanged and remained issued and outstanding, and, by virtue of the NTI Merger, all of the membership interests in MergerCo automatically converted into the number of NTI Common Units (excluding any NTI Common Units owned by Western and its subsidiaries) issued and outstanding immediately prior to the effective time of the NTI Merger. Consequently, NT InterHoldCo and its wholly-owned subsidiary, MergerCo HoldCo, became the sole limited partners of NTI. Pursuant to the NTI Merger Agreement, we paid $859.9 million in cash and issued 17.1 million shares of Western common stock adjusted slightly for cash paid in lieu of fractional shares. We incurred transaction costs related to the NTI Merger of $11.7 million . The NTI Merger involved a change in WNR’s ownership interest in its subsidiary, NTI, due to the purchase of the remaining ownership interests not already owned by WNR and was accounted for under Accounting Standards Codification 810-10-45-23, Consolidation , which indicates that increases in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary shall be accounted for as an equity transaction. Therefore, no gain or loss was realized as a result of the NTI Merger. Any difference between the consideration paid and the amount by which the non-controlling interest is adjusted was recognized in Western shareholders' equity. NTI common unitholders made consideration elections that resulted in the following allocation of cash and Western common stock among NTI common unitholders. • NTI common unitholders who made a valid “Mixed Election” (as defined in the NTI Merger Agreement), or who made no election, received $15.00 in cash and 0.2986 of a share of Western common stock for each such NTI common unit held. • NTI common unitholders who made a valid “Cash Election” (as defined in the NTI Merger Agreement) received $15.357 in cash and 0.28896 of a share of Western common stock as prorated in accordance with the NTI Merger Agreement for each such NTI common unit held. • NTI common unitholders who made a valid “Stock Election” (as defined in the NTI Merger Agreement) received 0.7036 of a share of Western common stock for each such NTI common unit held. The consolidated statements of operations include the results of the NTI Merger beginning on June 23, 2016. The following unaudited pro forma information assumes that (i) the NTI Merger occurred on January 1, 2016; (ii) $500.0 million was borrowed to fund the NTI Merger consideration on January 1, 2016, resulting in increased interest and debt expense of $9.0 million for the three months ended March 31, 2017 and (iii) income tax expense increased as a result of the increased net income attributable to Western Refining, Inc. offset by increased interest and debt expense of $1.8 million for the three months ended March 31, 2017 . Unaudited Pro Forma for the Three Months Ended March 31, 2016 (In thousands, except per share data) Net sales $ 1,455,504 Operating income 78,219 Net income 32,378 Net income attributable to Western Refining, Inc. 27,675 Basic earnings per share $ 0.26 Diluted earnings per share 0.25 Merger and Reorganization Expenses We incurred professional service fees in connection with the NTI Merger. Additionally, we incurred costs associated with initiating a plan of reorganization for various positions. In relation to this reorganization plan, it was determined that certain employees would be terminated during 2016 and 2017. We recognized $2.1 million of expense during the three months ended March 31, 2017 which included compensation related to the severance of employment and retention bonuses for selected employees. These costs have been included in Merger and reorganization costs in the accompanying Condensed Consolidated Statements of Operations and are included in the "Other" category within our segment presentation. We recognize these costs ratably from September 1, 2016, the effective date of the agreements, through the remaining service period, which varies for each employee, but in no case is later than September 1, 2017. As of March 31, 2017 , we anticipate that these costs will continue to be recognized through the third quarter of 2017 and for the expenses to be completely paid out by December 31, 2017. The following table summarizes the expense activity related to the NTI Merger for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 (In thousands) Beginning liability for merger and reorganization costs $ 2,574 $ 189 Third-party professional service fees 1,525 408 Reorganization and related personnel costs incurred during period 575 — Cash payments to third-party professional service providers — (408 ) Cash payments made to severed employees (1,735 ) (189 ) Ending liability for merger and reorganization costs $ 2,939 $ — 23. Tesoro Merger Agreement and Plan of Merger On November 16, 2016, we entered into the Tesoro Merger Agreement with Tesoro, Merger Sub 1 and Merger Sub 2. Subject to the terms and conditions set forth in the Tesoro Merger Agreement, upon consummation of the First Tesoro Merger, each share of our common stock, par value $0.01 per share issued and outstanding immediately prior to the effective time of the First Tesoro Merger (excluding shares owned by the Company or Tesoro or any of their respective direct or indirect wholly-owned subsidiaries that are not held on behalf of third parties) will be converted into and become exchangeable for, at the election of the holder of our common stock, either (a) $37.30 in cash or (b) 0.4350 shares of common stock, par value $0.16⅔ per share, of Tesoro (“Tesoro Shares”), in each case without interest. Cash elections will be subject to proration if cash elections are made in respect of more than approximately 10.8 million shares of our common stock. Stock elections are not subject to proration. Western common stock in respect of which no cash election or stock election is validly made will be deemed to be Western common stock in respect of which stock elections have been made. We recognized $8.5 million of expense related to the Tesoro Merger during the three months ended March 31, 2017 , which included transaction and consulting costs. These costs have been included in Merger and reorganization costs in the accompanying Condensed Consolidated Statements of Operations and are included in the "Other" category within our segment presentation. The Tesoro Merger Agreement permits either the Company or Tesoro to require that the surviving corporation of the First Tesoro Merger be merged with and into Merger Sub 2 immediately following the effective time of the First Tesoro Merger, with Merger Sub 2 being the surviving company from the second merger (the “Second Tesoro Merger” and, if the second merger election is made, collectively with the First Tesoro Merger, the “Tesoro Merger”) if the requiring party reasonably believes, based on legal advice, that the Second Tesoro Merger is necessary to enable the Tesoro Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. The completion of the Tesoro Merger is subject to certain customary mutual conditions, including (i) the Tesoro Shares issuable in connection with the First Tesoro Merger having been approved for listing on the New York Stock Exchange, subject to official notice of issuance, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Act, (iii) the absence of any governmental order or law prohibiting the consummation of the Tesoro Merger or the other transactions contemplated by the Tesoro Merger Agreement and (iv) there not having been imposed a burdensome condition in connection with the expiration or termination of the waiting period applicable under the Hart-Scott-Rodino Act. The obligation of each party to consummate the Tesoro Merger is also conditioned upon (i) compliance by the other party in all material respects with its pre-closing obligations under the Tesoro Merger Agreement and (ii) the accuracy of the representations and warranties of the other party as of the date of the Tesoro Merger Agreement and as of the closing (subject to customary materiality qualifiers). Our obligation to complete the Tesoro Merger is additionally subject to Tesoro's receipt of a tax opinion to the effect that the Tesoro Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. The Company and Tesoro have made customary representations, warranties and covenants in the Tesoro Merger Agreement. Subject to certain exceptions, the Company and Tesoro have agreed, among other things, to covenants relating to (i) the conduct of their respective businesses during the interim period between the execution of the Tesoro Merger Agreement and the consummation of the First Tesoro Merger, (ii) the use of their respective reasonable best efforts, subject to certain exceptions, to obtain governmental and regulatory approvals, (iii) obligations to facilitate the Company’s stockholders’ consideration of, and voting upon, the adoption of the Tesoro Merger Agreement and certain related matters as applicable and Tesoro’s stockholders’ consideration of, and voting upon, the issuance of Tesoro Shares in the First Tesoro Merger and certain related matters as applicable, (iv) the recommendation by the board of directors of the Company in favor of the adoption by its stockholders of the Tesoro Merger Agreement, subject to certain exceptions, (v) the recommendation by the board of directors of Tesoro in favor of the issuance of Tesoro Shares in the First Tesoro Merger, subject to certain exceptions, (vi) non-solicitation obligations of Tesoro and the Company relating to alternative acquisition proposals and (vii) the use of reasonable best efforts by Tesoro to take certain steps to obtain debt financing at the closing of the Tesoro Merger to the extent the proceeds thereof are needed to pay the cash consideration and all other cash amounts required to be paid in connection with the closing of the Tesoro Merger. The Tesoro Merger Agreement permits the Company to continue paying a regular quarterly dividend of up to $0.38 per Company Share and permits Tesoro to continue paying a regular quarterly dividend of up to $0.55 per share. On December 14, 2016, Tesoro filed a preliminary registration statement on Form S-4 (the “Preliminary S-4”) to register the shares of Tesoro Common Stock to be issued and delivered (or, to the extent held in treasury by Tesoro, delivered but not issued) in the Tesoro Merger. The Preliminary S-4 is subject to future amendments depending on review and comments by the Securities and Exchange Commission (the “SEC”). During January and February of 2017, amended Form S-4s were filed with the SEC. On February 16, 2017, Tesoro filed with the SEC, and the SEC declared effective, a registration statement on Form S-4 (Reg. No. 333-215080), containing a joint proxy statement/prospectus of Tesoro and Western, which proxy statement/prospectus was first mailed to Tesoro and Western stockholders on February 17, 2017. On March 24, 2017, at separate special stockholders' meetings, Western stockholders approved the adoption of the Tesoro Merger Agreement and Tesoro stockholders approved the issuance of shares of Tesoro common stock in connection with the Tesoro Merger. Completion of the Tesoro Merger remains subject to the satisfaction or waiver of customary closing conditions, including the expiration or termination of the waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. We continue to expect the Tesoro Merger to close in the second quarter of 2017. Voting Agreements On November 16, 2016, concurrently with the execution of the Tesoro Merger Agreement, the Company, Merger Sub 1, Merger Sub 2 and Tesoro entered into three separate voting agreements (each, a “Voting Agreement”) with (i) Paul L. Foster and Franklin Mountain Investments, LP, (ii) Jeff A. Stevens, and (iii) Scott D. Weaver (each, a “Stockholder” and collectively, the “Stockholders”) pursuant to each of which, among other things and subject to the terms and conditions therein, the Stockholder(s) party thereto have agreed to vote all Western common stock beneficially owned by them (the “Covered Shares”) in favor of the adoption of the Tesoro Merger Agreement and the approval of the transactions contemplated by the Tesoro Merger Agreement, including the Tesoro Merger, and to not vote in favor of any alternative acquisition proposal or other action or agreement that would reasonably be expected to adversely affect the Tesoro Merger. The Voting Agreements also generally prohibit the Stockholders from transferring the Covered Shares. The Voting Agreements terminate upon the earlier of the termination of the Tesoro Merger Agreement and the time the Tesoro Merger becomes effective. |
Subsequent Events (Notes)
Subsequent Events (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 24. Subsequent Events On April 17, 2017, Tesoro filed an Amendment to Schedule 13D with the SEC stating that the board of directors of Tesoro authorized the management of Tesoro to work with the board of directors and management of Tesoro Logistics LP ("TLLP") to consider, discuss and endeavor to negotiate a merger, consolidation or combination (in whatever form) of assets held by and securities issued by TLLP and its affiliates and assets held by and securities issued by WNRL. Any such transaction would be conditioned on the closing of the Tesoro Merger. There can be no assurance that any discussions that may occur between TLLP and WNRL will result in the delivery of a proposal, or entry into a definitive agreement, concerning a transaction or, if such a definitive agreement is reached, will result in the consummation of a transaction provided for in such definitive agreement. If any discussions concerning a potential transaction occur, such discussions may be terminated at any time and without prior notice. |
Basis of Presentation and Sig32
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | |
New Accounting Pronouncements, Policy [Policy Text Block] | Accounting Developments In May 2014, the FASB issued ASU No. 2014-09 "Revenue from Contracts with Customers," which provides guidance for revenue recognition. The 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. In August 2014, the FASB issued ASU No. 2015-14 which deferred the effective date of ASU 2014-09. This guidance will now be effective for the Company's financial statements in the annual period beginning after December 15, 2017. The Company is evaluating the effect of adopting this new accounting guidance and does not expect adoption will have a material impact on NTE's results of operations, cash flows or financial position. In February 2016, the FASB issued ASU No. 2016-02 "Leases," which replaces the existing guidance in Accounting Standards Codification ("ASC") 840. This new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. The guidance requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use ("ROU") asset and a corresponding lease liability. For finance leases the lessee would recognize interest expense and amortization of the ROU asset and for operating leases the lessee would recognize a straight-line total lease expense. The Company is currently assessing the impact that adoption of this guidance will have on its consolidated financial statements and footnote disclosures. In March 2016, the FASB issued ASU No. 2016-04 "Liabilities – Extinguishment of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products," which aligns recognition of the financial liabilities related to prepaid stored-value products (for example, prepaid gift cards), with Topic 606, Revenues from Contracts with Customers, for non-financial liabilities. In general, certain of these liabilities may be extinguished proportionally in earnings as redemptions occur, or when redemption is remote if issuers are not entitled to the unredeemed stored value. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 with early adoption permitted subject to certain requirements. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures. In March 2016, the FASB issued ASU No. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of ASU 2014-09. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures. In March 2016, the FASB issued ASU No. 2016-09 "Compensation – Stock Compensation," which identifies areas for simplification involving several aspects of accounting for equity-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. Effective January 1, 2017, the Company has adopted the accounting and reporting requirements included in ASU No. 2016-09 for employee share-based payment accounting. The Company has applied the new standard prospectively, except for the cash flow considerations, which we applied retrospectively. The adoption of these revised standards was not material to NTE's results of operations or financial position. The presentation of our Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2016 has been retrospectively adjusted, however, there were no payments for tax withholdings for stock-based compensation during the three months ended March 31, 2016. In August 2016, the FASB issued ASU No. 2016-15 "Classification of Certain Cash Receipts and Cash Payments," which provides guidance on presentation in the statement of cash flows on eight subject areas where there current GAAP either is unclear or does not include specific guidance, resulting in diversity in practice. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 with early adoption permitted subject to certain requirements. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Western and our subsidiaries. We own a 52.5% limited partner interest in WNRL and 100% of WNRL's general partner. As the general partner of WNRL, we have the ability to direct the activities of WNRL that most significantly impact their respective economic performance. We have reported a non-controlling interest for WNRL as of March 31, 2017 and December 31, 2016 , of $596.8 million and $600.1 million , respectively, in our Condensed Consolidated Balance Sheets. |
Consolidation, Variable Interest Entity, Policy [Policy Text Block] | Variable Interest Entity WNRL is a variable interest entity ("VIE") as defined under GAAP. A VIE is a legal entity whose equity owners do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or, as a group, the equity holders lack the power, through voting rights, to direct the activities that most significantly impact the entity's financial performance, the obligation to absorb the entity's expected losses or rights to expected residual returns. As the general partner of WNRL, we have the sole ability to direct the activities of WNRL that most significantly impact WNRL's financial performance, and therefore we consolidate WNRL. See Note 22, WNRL , for further discussion. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill and Other Unamortizable Intangible Assets Goodwill represents the excess of the purchase price (cost) over the fair value of the net assets acquired and is carried at cost. We do not amortize goodwill for financial reporting purposes. We test goodwill for impairment at the reporting unit level. The reporting unit or units used to evaluate and measure goodwill for impairment are determined primarily from the manner in which the business is managed. Our policy is to test goodwill and other unamortizable intangible assets for impairment annually at June 30, or more frequently if indications of impairment exist. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates and Seasonality The preparation of financial statements, in accordance 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 as of the date of the financial statements and the reported amounts of revenues and expenses during the respective reporting period. Actual results could differ from those estimates. Demand for gasoline is generally higher during the summer months than during the winter months. As a result, our operating results for the first and fourth calendar quarters are generally lower than those for the second and third calendar quarters of each year. During 2016 and continuing into 2017, the volatility in crude oil prices and refining margins contributed to the variability of our results of operations. |
Inventory, Policy [Policy Text Block] | Crude oil, refined product and other feedstock and blendstock inventories are carried at the lower of cost or market. Cost is determined principally under the LIFO valuation method to reflect a better matching of costs and revenues for refining inventories. Refined products inventories held by our refineries and SuperAmerica retail are valued under the LIFO valuation method. Our refined product inventories for Southwest Retail, our Mid-Atlantic business and WNRL wholesale are valued using the FIFO inventory valuation method. Retail merchandise inventory is valued using the retail inventory method. |
Northern Tier Energy LP [Member] | |
Segment Reporting Information [Line Items] | |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Revenues are recognized when products are shipped or services are provided to customers, title is transferred, the sales price is fixed or determinable and collectability is reasonably assured. Revenues are recorded net of discounts granted to customers. Shipping and other transportation costs billed to customers are presented on a gross basis in revenues and cost of sales. Nonmonetary product exchanges and certain buy/sell crude oil transactions, which are entered into in contemplation one with another, are included on a net cost basis in cost of sales. The Company also enters into agreements to purchase and sell crude oil to third parties and certain of these activities are recorded on a gross basis. |
Derivatives, Policy [Policy Text Block] | Derivative Financial Instruments The Company is exposed to earnings and cash flow volatility due to fluctuations in crude oil, refined products, and natural gas prices. The timing of certain commodity purchases and sales also subject the Company to earnings and cash flow volatility. To manage these risks, the Company may use derivative instruments associated with the purchase or sale of crude oil, refined products, and natural gas to hedge volatility in our refining and operating margins. The Company may use futures, options, and swaps contracts to manage price risks associated with inventory quantities above or below target levels. Crack spread and crude differential futures and swaps contracts may also be used to hedge the volatility of refining margins. All derivative instruments, except for those that meet the normal purchases and normal sales exception, are recorded in the condensed consolidated balance sheets at fair value and are classified depending on the maturity date of the underlying contracts. Changes in the fair value of the Company's contracts are accounted for by marking them to market and recognizing any resulting gains or losses in the condensed consolidated statements of operations and comprehensive income. Gains and losses from derivative activity specific to managing price risk on inventory quantities both above and below target levels are included within cost of sales. Derivative gains and losses are reported as operating activities within the condensed consolidated statements of cash flows. The Company enters into crude oil forward contracts to facilitate the supply of crude oil to the refinery. These contracts may qualify for the normal purchases and normal sales exception because the Company physically receives and delivers the crude oil under the contracts and when the Company enters into these contracts, the quantities are expected to be used or sold over a reasonable period of time in the normal course of business. These transactions are reflected in the period that delivery of the crude oil takes place. When forward contracts do not qualify for the normal purchases and sales exception, the contracts are marked to market each period through the settlement date, which is generally no longer than one to three months. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation NTE LP is a Delaware limited partnership which consolidates all accounts of NTE LLC and its subsidiaries, including SPPR, NTRH and NTOT. All intercompany accounts have been eliminated in these condensed consolidated financial statements. The Company’s common equity interests in MPL and WNRL are accounted for using the equity method of accounting. Although SPPR owns only 1.0% of WNRL's common equity, its indirect parent company, Western, owns 52.5% . Because of Western’s controlling influence over WNRL, the investment provides the Company significant influence over WNRL and the Company accounts for its ownership interest in WNRL under the equity method. Equity income from MPL and WNRL represent the Company’s proportionate share of net income available to common equity owners generated by MPL and WNRL. See Note 3 for further discussion of the Company's ownership interests in MPL and WNRL. The equity method investments are assessed for impairment whenever changes in facts or circumstances indicate a loss in value has occurred. When the loss is deemed to be other than temporary, the carrying value of the equity method investment is written down to fair value, and the amount of the write-down is included in operating income. See Note 6 for further information on the Company’s equity method investment. MPLI owns all of the preferred membership units of MPL. This investment in MPLI, which provides the Company no significant influence over MPLI, is accounted for as a cost method investment. The investment in MPLI is carried at a value of $6.8 million at both March 31, 2017 and December 31, 2016 , and is included in other noncurrent assets within the condensed consolidated balance sheets. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the respective reporting periods. Actual results could differ from those estimates. |
Inventory, Policy [Policy Text Block] | Inventories Crude oil, refined product and other feedstock and blendstock inventories are carried at the lower of cost or market ("LCM"). Cost is determined principally under the last-in, first-out ("LIFO") valuation method to reflect a better matching of costs and revenues for refining inventories. Costs include both direct and indirect expenditures incurred in bringing an item or product to its existing condition and location. Ending inventory costs in excess of market value are written down to net realizable market values and charged to cost of sales in the period recorded. In subsequent periods, a new LCM determination is made based upon current circumstances relative to, and not to exceed, the original LCM reserve that was established in fourth quarter 2014. However, in no case would the LCM reserve decrease beyond zero. The Company has LIFO pools for crude oil and other feedstocks and for refined products in its Refining segment and a LIFO pool for refined products inventory held by the retail stores in its Retail segment. Retail merchandise inventory is valued using the average cost method. |
Segment Reporting, Policy [Policy Text Block] | Operating Segments The Company has two reportable operating segments; Refining and Retail (see Note 18 for further information on the Company’s operating segments). The Refining and Retail operating segments consist of the following: • Refining – operates the St. Paul Park, Minnesota refinery, NTOT and includes the Company’s interest in MPL and MPLI, and • Retail – comprised 192 Company operated convenience stores and 94 franchisee operated convenience stores as of March 31, 2017 , primarily in Minnesota and Wisconsin. The retail segment also includes the operation of NTB. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Equipment Property, plant and equipment is recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets. Such assets or asset groups are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected undiscounted future cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized based on the fair value of the asset. The amortization of capital lease assets is presented in depreciation and amortization. When property, plant and equipment depreciated on an individual basis is sold or otherwise disposed of, any gains or losses are reported in the condensed consolidated statements of operations and comprehensive income. Gains on the disposal of property, plant and equipment are recognized when earned, which is generally at the time of sale. If a loss on disposal is expected, such losses are generally recognized when the assets are classified as held for sale. Expenditures for routine maintenance and repair costs are expensed when incurred. Refinery process units require periodic major maintenance and repairs that are commonly referred to as "turnarounds." Turnaround cycles vary from unit to unit but can be as short as one year for catalyst changes to as long as six years. Turnaround costs are expensed as incurred. |
Regulatory Environmental Costs, Policy [Policy Text Block] | Renewable Identification Numbers The Company is subject to obligations to generate or purchase Renewable Identification Numbers ("RINs") required to comply with the Renewable Fuels Standard. The Company's overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by the Environmental Protection Agency ("EPA"). To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in accrued liabilities when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in other current assets when the amount of RINs earned and purchased is greater than the RINs liability. Future changes to existing laws and regulations could increase the minimum volumes of renewable fuels that must be blended with refined petroleum fuels. Because the Company does not produce renewable fuels, increasing the volume of renewable fuels that must be blended into its products could displace an increasing volume of the Company's refineries' product pool, potentially resulting in lower earnings and materially adversely affecting our ability to issue dividends to the Company's unitholders. The purchase price for RINs is volatile and may vary significantly from period to period. Historically, the cost of purchased RINs has not had a significant impact upon the Company's operating results. |
Cost of Sales, Policy [Policy Text Block] | Cost of Sales Cost of sales in the condensed consolidated statements of operations and comprehensive income excludes depreciation and amortization of refinery assets and the direct labor and overhead costs related to the operation of the refinery. These costs are included in the condensed consolidated statements of operations and comprehensive income in the depreciation and amortization and direct operating expenses line items, respectively. |
Income Tax, Policy [Policy Text Block] | Excise Taxes The Company is required by various governmental authorities, including federal and state, to collect and remit taxes on certain products. Such taxes are presented on a gross basis in revenue and cost of sales in the condensed consolidated statements of operations and comprehensive income. These taxes totaled $117.3 million and $107.0 million for the three months ended March 31, 2017 and 2016 , respectively. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Disclosures regarding our reportable segments with reconciliations to consolidated totals for the three months ended March 31, 2017 and 2016 , are presented below: Three Months Ended March 31, 2017 2016 (In thousands) Operating Results: Refining Net sales $ 2,085,638 $ 1,276,968 Intersegment eliminations 705,653 590,119 Net refining sales to external customers 1,379,985 686,849 WNRL Net sales 604,692 468,039 Intersegment eliminations 190,543 149,462 Net WNRL sales to external customers 414,149 318,577 Retail Net sales 542,961 451,627 Intersegment eliminations 8,563 1,549 Net retail sales to external customers 534,398 450,078 Consolidated net sales to external customers $ 2,328,532 $ 1,455,504 Operating income (loss) Refining (1) (2) $ 61,665 $ 84,374 WNRL (2) 26,362 13,188 Retail (1) 3,848 3,865 Other (38,749 ) (23,208 ) Operating income from segments 53,126 78,219 Other income (expense), net (26,686 ) (20,005 ) Consolidated income before income taxes $ 26,440 $ 58,214 Depreciation and amortization Refining (2) $ 40,187 $ 36,500 WNRL (2) 9,732 9,338 Retail 6,076 5,680 Other 809 1,133 Consolidated depreciation and amortization $ 56,804 $ 52,651 Capital expenditures Refining (2) $ 37,115 $ 67,957 WNRL (2) 5,470 8,356 Retail 3,262 2,074 Other 411 642 Consolidated capital expenditures $ 46,258 $ 79,029 Total assets Refining (2) (including $1,267,455 of goodwill) $ 4,323,611 $ 4,123,181 Three Months Ended March 31, 2017 2016 (In thousands) WNRL (2) 533,250 556,940 Retail (including $21,988 of goodwill) 438,371 443,112 Other 191,405 630,529 Consolidated total assets $ 5,486,637 $ 5,753,762 (1) The effect of our economic hedging activity is included within the operating income of our refining segment as a component of cost of products sold. The cost of products sold within our refining segment included $35.3 million in net realized and unrealized economic hedging gains for the three months ended March 31, 2017 , respectively, and $5.3 million in net realized and unrealized economic hedging gains for the three months ended March 31, 2016 . Also included within cost of products sold for our refining segment is the net effect of non-cash LCM recoveries of $1.6 million and $51.6 million for the three months ended March 31, 2017 and 2016 , respectively. Our retail segment includes non-cash LCM recoveries of $0.3 million and $0.1 million for the three months ended March 31, 2017 and 2016 , respectively. (2) WNRL's financial data includes its historical financial results and an allocated portion of corporate general and administrative expenses, previously reported in our other category, for the three months ended March 31, 2016 . The information contained herein for WNRL has been retrospectively adjusted, to include the historical results of the St. Paul Park Logistics Assets . |
Northern Tier Energy LP [Member] | |
Segment Reporting Information [Line Items] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Operating results for the Company’s operating segments are as follows: Three Months Ended March 31, 2017 (in millions) Refining Retail Corporate/Other Total Revenues Customer $ 579.5 $ 247.2 $ — $ 826.7 Intersegment 140.5 — — 140.5 Segment revenues 720.0 247.2 — 967.2 Elimination of intersegment revenues — — (140.5 ) (140.5 ) Total revenues $ 720.0 $ 247.2 $ (140.5 ) $ 826.7 Income (loss) from operations $ 29.8 $ 1.1 $ (10.0 ) $ 20.9 Income from equity method investment $ 6.0 $ — $ — $ 6.0 Depreciation and amortization $ 9.5 $ 1.8 $ 0.2 $ 11.5 Capital expenditures $ 15.5 $ 2.7 $ — $ 18.2 Three Months Ended March 31, 2016 (in millions) Refining Retail Other Total Revenues Customer $ 381.6 $ 222.8 $ — $ 604.4 Intersegment 113.7 — — 113.7 Segment revenues 495.3 222.8 — 718.1 Elimination of intersegment revenues — — (113.7 ) (113.7 ) Total revenues $ 495.3 $ 222.8 $ (113.7 ) $ 604.4 Income (loss) from operations $ 28.1 $ 1.7 $ (8.0 ) $ 21.8 Income from equity method investment $ 5.5 $ — $ — $ 5.5 Depreciation and amortization $ 9.0 $ 2.2 $ 0.1 $ 11.3 Capital expenditures $ 26.4 $ 1.5 $ — $ 27.9 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] | Three Months Ended March 31, 2017 (in millions) Refining Retail Corporate/Other Total Revenues Customer $ 579.5 $ 247.2 $ — $ 826.7 Intersegment 140.5 — — 140.5 Segment revenues 720.0 247.2 — 967.2 Elimination of intersegment revenues — — (140.5 ) (140.5 ) Total revenues $ 720.0 $ 247.2 $ (140.5 ) $ 826.7 Income (loss) from operations $ 29.8 $ 1.1 $ (10.0 ) $ 20.9 Income from equity method investment $ 6.0 $ — $ — $ 6.0 Depreciation and amortization $ 9.5 $ 1.8 $ 0.2 $ 11.5 Capital expenditures $ 15.5 $ 2.7 $ — $ 18.2 Three Months Ended March 31, 2016 (in millions) Refining Retail Corporate/Other Total Revenues Customer $ 381.6 $ 222.8 $ — $ 604.4 Intersegment 113.7 — — 113.7 Segment revenues 495.3 222.8 — 718.1 Elimination of intersegment revenues — — (113.7 ) (113.7 ) Total revenues $ 495.3 $ 222.8 $ (113.7 ) $ 604.4 Income (loss) from operations $ 28.1 $ 1.7 $ (8.0 ) $ 21.8 Income from equity method investment $ 5.5 $ — $ — $ 5.5 Depreciation and amortization $ 9.0 $ 2.2 $ 0.1 $ 11.3 Capital expenditures $ 26.4 $ 1.5 $ — $ 27.9 |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | Total assets by segment were as follows: (in millions) Refining Retail Corporate/Other Total At March 31, 2017 $ 1,136.3 $ 149.0 $ 13.6 $ 1,298.9 At December 31, 2016 $ 1,113.8 $ 137.5 $ 40.0 $ 1,291.3 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following tables represent our assets and liabilities for our commodity hedging contracts measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016 , and the basis for that measurement: Carrying Value at March 31, 2017 Fair Value Measurement Using Netting Adjustments Recorded Value at March 31, 2017 Level 1 Level 2 Level 3 (In thousands) Gross financial assets: Other current assets $ 9,412 $ — $ 9,412 $ — $ (3,588 ) $ 5,824 Other assets 1,251 — 1,251 — (101 ) 1,150 Gross financial liabilities: Accrued liabilities (13,044 ) — (13,044 ) — 3,677 (9,367 ) Other long-term liabilities (12 ) — (12 ) — 12 — $ (2,393 ) $ — $ (2,393 ) $ — $ — $ (2,393 ) Carrying Value at December 31, 2016 Fair Value Measurement Using Netting Adjustments Recorded Value at December 31, 2016 Level 1 Level 2 Level 3 (In thousands) Gross financial assets: Other current assets $ 18,929 $ — $ 18,929 $ — $ (5,280 ) $ 13,649 Other assets 677 — 677 — (669 ) 8 Gross financial liabilities: Accrued liabilities (17,547 ) — (17,547 ) — 6,720 (10,827 ) Other long-term liabilities — — — — (771 ) (771 ) $ 2,059 $ — $ 2,059 $ — $ — $ 2,059 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table presents the changes in fair value of our Level 3 assets and liabilities, excluding goodwill (all related to commodity price swap contracts) for the three months ended March 31, 2016 . As of March 31, 2017 , we had no outstanding commodity price swap contracts. Three Months Ended March 31, 2016 (In thousands) Liability balance at beginning of period $ (5,756 ) Change in fair value 186 Fair value of trades entered into during the period — Fair value reclassification from Level 3 to Level 2 1,612 Liability balance at end of period $ (3,958 ) |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block] | As of March 31, 2017 and December 31, 2016 , the carrying amount and estimated fair value of our debt was as follows: March 31, December 31, (In thousands) Western obligations: Carrying amount $ 1,253,375 $ 1,256,000 Fair value 1,269,012 1,277,956 NTI obligations: Carrying amount $ 370,980 $ 349,980 Fair value 384,979 363,542 WNRL obligations: Carrying amount $ 320,300 $ 320,300 Fair value 345,800 345,050 |
Northern Tier Energy LP [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table provides the assets and liabilities carried at fair value measured on a recurring basis at March 31, 2017 and December 31, 2016 : Balance at Quoted prices in active markets Significant other observable inputs Unobservable inputs (in millions) March 31, 2017 (Level 1) (Level 2) (Level 3) ASSETS Cash and cash equivalents $ 5.8 $ 5.8 $ — $ — Other current assets Derivative asset - current 5.6 — 5.6 — $ 11.4 $ 5.8 $ 5.6 $ — LIABILITIES Accrued liabilities Derivative liability - current $ 7.9 $ — $ 7.9 $ — $ 7.9 $ — $ 7.9 $ — Balance at Quoted prices in active markets Significant other observable inputs Unobservable inputs (in millions) December 31, 2016 (Level 1) (Level 2) (Level 3) ASSETS Cash and cash equivalents $ 29.5 $ 29.5 $ — $ — Other current assets Derivative asset - current 6.3 — 6.3 — $ 35.8 $ 29.5 $ 6.3 $ — LIABILITIES Accrued liabilities Derivative liability - current $ 6.0 $ — $ 6.0 $ — $ 6.0 $ — $ 6.0 $ — |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block] | The carrying value of debt, which is reported on the Company’s condensed consolidated balance sheets, reflects the cash proceeds received upon issuance, net of subsequent repayments. The fair value of the 2020 Secured Notes disclosed below was determined based on quoted prices in active markets (Level 1). March 31, 2017 December 31, 2016 (in millions) Carrying Amount Fair Value Carrying Amount Fair Value 2020 Secured Notes $ 350.0 $ 364.0 $ 350.0 $ 363.5 Outstanding borrowings on ABL Facility 21.0 21.0 — — Total $ 371.0 $ 385.0 $ 350.0 $ 363.5 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory [Line Items] | |
Schedule of Inventory, Current [Table Text Block] | Inventories were as follows: March 31, December 31, (In thousands) Refined products (1) $ 325,878 $ 325,889 Crude oil and other raw materials 451,659 395,131 Lubricants 9,068 10,121 Retail store merchandise 42,369 40,848 Inventories $ 828,974 $ 771,989 (1) Includes $55.3 million and $50.5 million of inventory valued using the first-in, first-out ("FIFO") valuation method at March 31, 2017 and December 31, 2016 , respectively. Crude oil, refined product and other feedstock and blendstock inventories are carried at the lower of cost or market. Cost is determined principally under the LIFO valuation method to reflect a better matching of costs and revenues for refining inventories. Refined products inventories held by our refineries and SuperAmerica retail are valued under the LIFO valuation method. Our refined product inventories for Southwest Retail, our Mid-Atlantic business and WNRL wholesale are valued using the FIFO inventory valuation method. Retail merchandise inventory is valued using the retail inventory method. As of March 31, 2017 and December 31, 2016 , refined products, crude oil and other raw materials valued under the LIFO method totaled 12.0 million barrels and 10.9 million barrels, respectively. At March 31, 2017 and December 31, 2016 , the excess of the LIFO cost over the current cost of these crude oil, refined product and other feedstock and blendstock inventories was $145.0 million and $140.1 million , respectively. During the three months ended March 31, 2017 and 2016 , cost of products sold included net non-cash reductions in cost of products sold of $4.9 million and $23.0 million , respectively, from changes in our LIFO reserves. In order to state our inventories at market values that were lower than our LIFO costs, we reduced the carrying values of our inventory through non-cash LCM inventory reserves of $39.8 million and $41.7 million at March 31, 2017 and December 31, 2016 , respectively. The change in these reserves during the periods represent non-cash LCM recoveries that decreased cost of products sold by $1.9 million and $51.7 million for the three months ended March 31, 2017 and 2016 , respectively. Average LIFO cost per barrel of our refined products and crude oil and other raw materials inventories as of March 31, 2017 and December 31, 2016 , were as follows: March 31, 2017 December 31, 2016 Barrels LIFO Cost Average LIFO Cost Per Barrel Barrels LIFO Cost Average LIFO Cost Per Barrel (In thousands, except cost per barrel) Refined products 4,371 $ 302,427 $ 69.19 4,259 $ 303,968 $ 71.37 Crude oil and other 7,597 442,956 58.31 6,641 394,798 59.45 11,968 $ 745,383 62.28 10,900 $ 698,766 64.11 |
Northern Tier Energy LP [Member] | |
Inventory [Line Items] | |
Schedule of Inventory, Current [Table Text Block] | March 31, December 31, (in millions) 2017 2016 Crude oil and refinery feedstocks $ 186.8 $ 174.3 Refined products 180.0 160.2 Merchandise 23.8 22.1 Supplies and sundry items 22.0 18.8 412.6 375.4 Lower of cost or market inventory reserve (39.8 ) (41.7 ) Total $ 372.8 $ 333.7 |
Property, Plant and Equipment36
Property, Plant and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment, net was as follows: March 31, December 31, (In thousands) Refinery facilities and related equipment $ 2,297,478 $ 2,260,351 Pipelines, terminals and transportation equipment 603,544 560,478 Retail facilities and related equipment 342,547 333,187 Wholesale facilities and related equipment 52,222 52,284 Corporate 53,750 53,566 3,349,541 3,259,866 Accumulated depreciation (1,167,072 ) (1,118,477 ) 2,182,469 2,141,389 Construction in progress 179,922 223,093 Property, plant and equipment, net $ 2,362,391 $ 2,364,482 |
Northern Tier Energy LP [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Major classes of property, plant and equipment ("PP&E") consisted of the following: Estimated March 31, December 31, (in millions) Useful Lives 2017 2016 Land $ 7.7 $ 7.7 Retail stores and equipment 2 - 22 years 81.3 80.5 Refinery and equipment 5 - 24 years 488.7 487.0 Buildings and building improvements 25 years 30.8 18.7 Software 5 years 18.9 18.9 Vehicles 5 years 3.2 3.2 Other equipment 2 - 7 years 11.3 10.8 Precious metals 10.4 10.4 Assets under construction 88.9 78.6 741.2 715.8 Less: Accumulated depreciation (209.5 ) (198.0 ) Property, plant and equipment, net $ 531.7 $ 517.8 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Intangible assets, net was as follows: March 31, 2017 December 31, 2016 Weighted- Average Amortization Period (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value (In thousands) Amortizable assets: Licenses and permits $ 20,427 $ (15,703 ) $ 4,724 $ 20,427 $ (15,307 ) $ 5,120 3.0 Customer relationships 7,172 (4,367 ) 2,805 7,172 (4,234 ) 2,938 5.3 Rights-of-way and other 8,607 (3,443 ) 5,164 8,538 (3,242 ) 5,296 4.8 36,206 (23,513 ) 12,693 36,137 (22,783 ) 13,354 Unamortizable assets: Franchise rights and trademarks 50,500 — 50,500 50,500 — 50,500 Liquor licenses 19,958 — 19,958 19,958 — 19,958 Intangible assets, net $ 106,664 $ (23,513 ) $ 83,151 $ 106,595 $ (22,783 ) $ 83,812 |
Schedule of Expected Amortization Expense [Table Text Block] | Estimated amortization expense for the indicated periods is as follows (in thousands): Remainder of 2017 $ 2,167 2018 2,887 2019 2,219 2020 1,274 2021 987 2022 782 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Long-term debt was as follows: March 31, December 31, (In thousands) Western obligations: Revolving Credit Facility due 2019 $ — $ — Term Loan - 5.25% Credit Facility due 2020 532,125 533,500 6.25% Senior Unsecured Notes due 2021 350,000 350,000 Term Loan - 5.50% Credit Facility due 2023 371,250 372,500 Total Western obligations 1,253,375 1,256,000 NTI obligations: Revolving Credit Facility due 2019 21,000 — 7.125% Senior Secured Notes due 2020 349,980 349,980 Total NTI obligations 370,980 349,980 WNRL obligations: Revolving Credit Facility due 2018 20,300 20,300 7.5% Senior Notes due 2023 300,000 300,000 Total WNRL obligations 320,300 320,300 Less unamortized discount, premium and debt issuance costs 41,430 43,975 Long-term debt 1,903,225 1,882,305 Current portion of long-term debt (10,500 ) (10,500 ) Long-term debt, net of current portion $ 1,892,725 $ 1,871,805 As of March 31, 2017 , annual maturities of long-term debt for the remainder of 2017 are $7.9 million . For 2018, 2019, 2020 and 2021, long-term debt maturities are $30.8 million , $31.5 million , $872.0 million and $355.0 million , respectively. Thereafter, total long-term debt maturities are $647.5 million . Interest and debt expense were as follows: Three Months Ended March 31, 2017 2016 (In thousands) Contractual interest: Western obligations $ 18,465 $ 12,052 NTI obligations 6,866 6,914 WNRL obligations 6,128 6,705 31,459 25,671 Amortization of loan fees 2,552 1,911 Amortization of original issuance discount 282 — Other interest expense (income) 1,296 (176 ) Capitalized interest (1,854 ) (725 ) Interest and debt expense $ 33,735 $ 26,681 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Distribution Made to Limited Partner [Line Items] | |
Schedule of Stockholders Equity [Table Text Block] | Changes to equity during the three months ended March 31, 2017 , were as follows: Western Shareholders' Equity Non-controlling Interest Total Equity (In thousands) Balance at December 31, 2016 $ 1,696,860 $ 600,100 $ 2,296,960 Net income 11,568 9,428 20,996 Other comprehensive loss, net of tax (44 ) — (44 ) Dividends (42,543 ) — (42,543 ) Stock-based compensation (2,725 ) (96 ) (2,821 ) Distributions to non-controlling interests — (12,629 ) (12,629 ) Balance at March 31, 2017 $ 1,663,116 $ 596,803 $ 2,259,919 Changes to equity during the three months ended March 31, 2016 , were as follows: Western Shareholders' Equity Non-controlling Interest Total Equity (In thousands) Balance at December 31, 2015 $ 1,299,297 $ 1,646,609 $ 2,945,906 Net income 30,538 9,047 39,585 Dividends (35,601 ) — (35,601 ) Stock-based compensation 328 4,657 4,985 Tax deficiency from stock-based compensation (328 ) — (328 ) Distributions to non-controlling interests — (28,747 ) (28,747 ) Treasury stock purchases (75,000 ) — (75,000 ) Balance at March 31, 2016 $ 1,219,234 $ 1,631,566 $ 2,850,800 |
Dividends Declared [Table Text Block] | The table below summarizes our 2017 cash dividend declarations, payments and scheduled payments: Declaration Date Record Date Payment Date Dividend per Common Share Total Payment (In thousands) First quarter January 4 January 18 February 2 $ 0.38 $ 41,305 Second quarter (1) April 13 April 26 May 11 0.38 — Total $ 41,305 (1) The second quarter 2017 cash dividend of $0.38 per common share will result in an estimated aggregate payment of $41.4 million . |
Northern Tier Energy LP [Member] | |
Distribution Made to Limited Partner [Line Items] | |
Schedule of Stockholders Equity [Table Text Block] | (in millions) Partners' Capital Accumulated Other Comprehensive Income Total Partners' Equity Balance at December 31, 2016 $ 461.7 $ (0.1 ) $ 461.6 Net income 14.0 — 14.0 Distributions (1.2 ) — (1.2 ) Equity-based compensation expense 1.5 — 1.5 Vested equity value withheld to cover employee taxes (3.9 ) — (3.9 ) Amortization of net prior service cost and deferred loss on defined benefit plans — (0.1 ) (0.1 ) Balance at March 31, 2017 $ 472.1 $ (0.2 ) $ 471.9 |
Distributions Made to Limited Partner, by Distribution [Table Text Block] | The following table details the quarterly distributions paid to common unitholders in 2016 prior to the Company's merger with Western (see note 19 ): Date Declared Date Paid Common Units and equivalents at record date (in millions) Distribution per common unit and equivalent Total Distribution (in millions) 2016 Distributions: February 3, 2016 February 19, 2016 94.2 $ 0.38 $ 36.0 June 13, 2016 June 23, 2016 93.0 0.18 16.7 Total distributions paid prior to our merger $ 0.56 $ 52.7 |
Western Refining Logistics, LP [Member] | |
Distribution Made to Limited Partner [Line Items] | |
Distributions Made to Limited Partner, by Distribution [Table Text Block] | The table below summarizes WNRL's 2017 quarterly distribution declarations, payments and scheduled payments: Declaration Date Record Date Payment Date Distribution per Common and Subordinated Unit January 31, 2017 February 13, 2017 March 1, 2017 $ 0.4375 April 28, 2017 May 9, 2017 May 23, 2017 0.4525 Total $ 0.8900 In addition to its quarterly distributions, WNRL paid incentive distributions of $2.1 million and $0.8 million for the three months ended March 31, 2017 and 2016 , respectively, to Western as its general partner and holder of its incentive distribution rights. |
Retirement Plans (Tables)
Retirement Plans (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block] | The following table presents cumulative changes in other comprehensive income related to our benefit plans included as a component of equity for the periods presented, net of income tax. The related expenses are included in direct operating expenses in the Condensed Consolidated Statements of Operations. Three Months Ended March 31, 2017 2016 (In thousands) Beginning of period balance $ 1,226 $ 651 Amortization of net prior service cost (73 ) — Reclassification of loss to income 1 — Income tax 28 — End of period balance $ 1,182 $ 651 |
Crude Oil and Refined Product41
Crude Oil and Refined Product Risk Management (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative [Line Items] | |
Derivative Instruments, Gain (Loss) [Table Text Block] | The following tables summarize our economic hedging activity recognized within cost of products sold for the three months ended March 31, 2017 and 2016 , and open commodity hedging positions as of March 31, 2017 and December 31, 2016 : Three Months Ended March 31, 2017 2016 (In thousands) Economic hedging results Realized hedging gain, net $ 39,787 $ 17,803 Unrealized hedging loss, net (4,452 ) (12,483 ) Total hedging gain, net $ 35,335 $ 5,320 March 31, December 31, (In thousands) Open commodity hedging instruments (barrels) Crude oil differential swaps, net long positions 1,369 2,124 Crude oil futures, net short positions (1,647 ) (1,703 ) Refined product price and crack spread swaps, net short positions (2,419 ) (6,632 ) Total open commodity hedging instruments, net short positions (2,697 ) (6,211 ) Fair value of outstanding contracts, net Other current assets $ 5,824 $ 13,649 Other assets 1,150 8 Accrued liabilities (9,367 ) (10,827 ) Other long-term liabilities — (771 ) Fair value of outstanding contracts - unrealized gain (loss), net $ (2,393 ) $ 2,059 |
Offsetting Assets [Table Text Block] | The following table presents offsetting information regarding Western's commodity hedging contracts as of March 31, 2017 and December 31, 2016 : Gross Amounts of Recognized Assets (Liabilities) Gross Amounts Offset in the Condensed Consolidated Balance Sheet Net Amounts of Assets (Liabilities) Presented in the Condensed Consolidated Balance Sheet As of March 31, 2017 (In thousands) Financial assets: Current assets $ 9,412 $ (3,588 ) $ 5,824 Other assets 1,251 (101 ) 1,150 Financial liabilities: Accrued liabilities (13,044 ) 3,677 (9,367 ) Other long-term liabilities (12 ) 12 — $ (2,393 ) $ — $ (2,393 ) Gross Amounts of Recognized Assets (Liabilities) Gross Amounts Offset in the Condensed Consolidated Balance Sheet Net Amounts of Assets (Liabilities) Presented in the Condensed Consolidated Balance Sheet As of December 31, 2016 (In thousands) Financial assets: Current assets $ 18,929 $ (5,280 ) $ 13,649 Other assets 677 (669 ) 8 Financial liabilities: Accrued liabilities (17,547 ) 6,720 (10,827 ) Other long-term liabilities — (771 ) (771 ) $ 2,059 $ — $ 2,059 |
Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block] | The information presents the notional volume of outstanding contracts by type of instrument and year of maturity (volumes in thousands of barrels): Notional Contract Volumes by Year of Maturity 2017 2018 Inventory positions (futures and swaps): Crude oil differential swaps, net long positions 1,369 — Crude oil futures, net short positions (1,647 ) — Distillate - net long positions 225 — Refined products - net short positions (1,214 ) — Natural gas futures - net long positions 221 — Refined product positions (crack spread swaps): Distillate - net short positions (225 ) (1,200 ) Unleaded gasoline - net short positions (225 ) — |
Northern Tier Energy LP [Member] | |
Derivative [Line Items] | |
Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block] | The tables below, however, are presented on a gross asset and gross liability basis. March 31, 2017 (in millions) Balance Sheet Location Assets Liabilities Commodity instruments: Swaps Other current assets $ 1.9 $ — Swaps Accrued liabilities — 1.8 Futures Other current assets 0.7 — Futures Accrued liabilities — 3.2 Forwards Other current assets 5.0 — Forwards Accrued liabilities — 7.3 Total $ 7.6 $ 12.3 December 31, 2016 (in millions) Balance Sheet Location Assets Liabilities Commodity instruments: Swaps Other current assets $ 1.1 $ — Swaps Accrued liabilities $ 0.1 $ 0.4 Futures Other current assets — — Futures Accrued liabilities 0.2 1.2 Forwards Other current assets 5.2 — Forwards Accrued liabilities — 4.7 Total $ 6.6 $ 6.3 |
Schedule of Derivative Instruments [Table Text Block] | At March 31, 2017 and December 31, 2016 , the Company had open commodity derivative instruments as follows: March 31, 2017 December 31, 2016 Crude oil and refined products (thousands of barrels): Futures - long 185 30 Futures - short 1,541 1,270 Swaps - long 2,772 1,073 Swaps - short 1,151 530 Forwards - long 2,090 4,382 Forwards - short 2,748 3,101 Natural gas (thousands of MMBTUs): Swaps 858 1,169 The information below presents the notional volume of outstanding contracts by type of instrument and year of maturity at March 31, 2017 : Notional Contract Volumes by Year of Maturity 2017 Crude oil and refined products (thousands of barrels): Futures - long 185 Futures - short 1,541 Swaps - long 2,772 Swaps - short 1,151 Forwards - long 2,090 Forwards - short 2,748 Natural gas (thousands of MMBTUs): Swaps 858 |
Derivative Instruments, Gain (Loss) [Table Text Block] | All derivative contracts are marked to market at period end and the resulting gains and losses are recognized in earnings. The following tables provide information about the gain or loss recognized in income on the Company's derivative instruments and the line items in the financial statements in which such gains and losses are reflected. Recognized gains and losses on derivatives were as follows: Three Months Ended (in millions) March 31, 2017 March 31, 2016 Gain (loss) on the change in fair value of outstanding derivatives $ (5.1 ) $ 3.7 Settled derivative gains (losses) 13.5 (4.4 ) Total recognized gain (loss) $ 8.4 $ (0.7 ) Gain (loss) recognized in cost of sales $ 8.8 $ (0.1 ) Gain (loss) recognized in operating expenses (0.4 ) (0.6 ) Total recognized net gain (loss) on derivatives $ 8.4 $ (0.7 ) |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Northern Tier Energy LP [Member] | |
Guarantor Obligations [Line Items] | |
Schedule of Asset Retirement Obligations [Table Text Block] | The following table summarizes the changes in asset retirement obligations: Three Months Ended (in millions) March 31, 2017 March 31, 2016 Asset retirement obligation balance at beginning of period $ 2.4 $ 2.4 Costs incurred to remediate — (0.1 ) Accretion expense 0.1 0.1 Asset retirement obligation balance at end of period $ 2.5 $ 2.4 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Incentive Plans of Western Refining, Inc. [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | The following table summarizes our RSU activity for the three months ended March 31, 2017 : Number of Units Weighted Average Grant Date Fair Value Not vested at December 31, 2016 658,506 $ 32.25 Awards granted 123,570 35.24 Awards vested (187,758 ) 34.11 Awards forfeited — — Not vested at March 31, 2017 594,318 32.28 |
WNRL 2013 LTIP [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | A summary of WNRL's phantom unit award activity for the three months ended March 31, 2017 , is set forth below: Number of Phantom Units Weighted Average Not vested at December 31, 2016 285,155 $ 26.42 Awards granted 52,654 24.70 Awards vested (86,012 ) 26.45 Awards forfeited — — Not vested at March 31, 2017 251,797 26.05 |
NTI 2012 LTIP [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | A summary of our phantom stock award activity under the NTI LTIP for the three months ended March 31, 2017 , is set forth below: Number of Phantom Stock Weighted Average Not vested at December 31, 2016 662,372 $ 20.25 Awards granted — — Awards vested (298,744 ) 20.25 Awards forfeited (10,858 ) 20.25 Not vested at March 31, 2017 352,770 20.25 |
Northern Tier Energy LP [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Number of phantom common units Weighted Weighted Average Term (in thousands) Average Grant Until Maturity Service-Based Performance-Based Total Date Price (years) Nonvested at December 31, 2015 581.9 260.7 842.6 $ 24.00 1.5 Awarded 381.0 163.6 544.6 25.87 2.5 Incremental performance units — 231.8 231.8 27.82 2.0 Forfeited (16.5 ) (19.1 ) (35.6 ) 25.36 — Vested (269.2 ) (1.8 ) (271.0 ) 24.10 — Exchanged due to merger (677.2 ) (635.2 ) (1,312.4 ) 25.45 2.0 Nonvested at December 31, 2016 — — — $ — — |
Restricted Stock [Member] | Northern Tier Energy LP [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | A summary of the service-based restricted common unit activity is set forth below: Number of Weighted Weighted Average Term restricted common units Average Grant Until Maturity (in thousands) Date Price (years) Nonvested at December 31, 2015 191.5 $ 24.75 1.0 Forfeited (12.3 ) 25.57 — Vested (34.5 ) 26.83 — Exchanged due to merger (144.7 ) 24.18 0.5 Nonvested at December 31, 2016 — $ — — |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The computation of basic and diluted earnings per share under the two-class method is presented as follows: Three Months Ended March 31, 2017 2016 (In thousands, except per share data) Basic earnings per common share: Allocation of earnings: Net income attributable to Western Refining, Inc. $ 11,568 $ 30,538 Distributed earnings (42,543 ) (35,601 ) Undistributed income (loss) attributable to Western Refining, Inc. $ (30,975 ) $ (5,063 ) Weighted-average number of common shares outstanding 108,669 92,078 Basic earnings per common share: Distributed earnings per share $ 0.39 $ 0.39 Undistributed earnings (loss) per share (0.29 ) (0.05 ) Basic earnings per common share $ 0.10 $ 0.34 Diluted earnings per common share: Net income attributable to Western Refining, Inc. $ 11,568 $ 30,538 Weighted-average diluted common shares outstanding 109,155 92,144 Diluted earnings per common share $ 0.10 $ 0.33 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The computation of the weighted average number of diluted shares outstanding is presented below: Three Months Ended March 31, 2017 2016 (In thousands) Weighted-average number of common shares outstanding 108,669 92,078 Restricted share units and phantom stock 486 66 Weighted-average number of diluted shares outstanding 109,155 92,144 |
Cash Flows (Tables)
Cash Flows (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Other Significant Noncash Transactions [Line Items] | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Supplemental Cash Flow Information Supplemental disclosures of cash flow information were as follows: Three Months Ended March 31, 2017 2016 (In thousands) Non-cash operating activities were as follows: Income taxes paid $ 9,130 $ 11,215 Interest paid, excluding amounts capitalized 26,811 20,676 Non-cash investing activities were as follows: Assets acquired through capital lease obligations $ 12,089 $ 328 Accrued capital expenditures 24,321 46,045 Transfer of capital spares from fixed assets to other assets — 699 Non-cash financing activities were as follows: Distributions accrued on unvested NTI equity awards $ — $ 3,964 |
Northern Tier Energy LP [Member] | |
Other Significant Noncash Transactions [Line Items] | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Supplemental cash flow information is as follows: Three Months Ended (in millions) March 31, 2017 March 31, 2016 Net cash from operating activities included: Interest paid $ 0.8 $ 0.8 Income taxes paid 4.7 — Noncash investing activities included: Capital expenditures included in accounts payable $ 6.2 $ 14.5 PP&E additions resulting from a capital lease 12.1 0.3 Noncash financing activities included: Distributions accrued on unvested equity awards $ — $ 4.0 |
Leases and Other Commitments (T
Leases and Other Commitments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | The following table presents our future minimum lease commitments under capital leases and non-cancelable operating leases that have lease terms of one year or more (in thousands) as of March 31, 2017 : Operating Capital Remaining 2017 $ 40,747 $ 4,976 2018 52,509 6,722 2019 47,269 6,854 2020 42,420 7,067 2021 43,284 7,238 2022 and thereafter 305,646 90,932 Total minimum lease payments $ 531,875 123,789 Less amount that represents interest 56,876 Present value of net minimum capital lease payments $ 66,913 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Northern Tier Energy LP [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions [Table Text Block] | he Company engaged in the following related party transactions with unconsolidated affiliates for the three months ended March 31, 2017 and 2016 : Three Months Ended (in millions) Location in Statement of Operations and Comprehensive Income March 31, 2017 March 31, 2016 Western Refining: Asphalt sales Revenue $ 4.4 $ 8.7 Railcar rental Revenue 0.1 0.1 Shared services (provided) received, net Selling, general and administrative expenses (1.6 ) 0.8 Storage lease purchases Cost of sales 0.4 — Western Refining Logistics: Tank and terminal service fees Cost of sales 11.8 — Shared services received Selling, general and administrative expenses 0.2 0.1 Minnesota Pipe Line Company: Pipeline transportation purchases Cost of sales 16.9 14.0 The Company had the following outstanding receivables and payables with non-consolidated related parties at March 31, 2017 and December 31, 2016 : (in millions) Balance Sheet Location March 31, 2017 December 31, 2016 Net receivable (payable) with related party: Western Refining, Inc. Accounts receivable, net $ 9.2 $ 3.7 Western Refining Logistics, LP Accounts payable (1.5 ) (2.0 ) Minnesota Pipe Line Company Accounts payable (1.3 ) (1.5 ) |
Condensed Consolidating Finan48
Condensed Consolidating Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Balance Sheet [Table Text Block] | CONDENSED CONSOLIDATING BALANCE SHEETS As of March 31, 2017 (In thousands) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 130,908 $ 29,119 $ — $ 160,027 Accounts receivable, trade, net of a reserve for doubtful accounts — 124,847 280,852 — 405,699 Accounts receivable, affiliate 18,985 73,701 8,994 (101,680 ) — Inventories — 469,912 359,062 — 828,974 Prepaid expenses — 81,179 17,252 — 98,431 Other current assets — 75,701 34,221 — 109,922 Total current assets 18,985 956,248 729,500 (101,680 ) 1,603,053 Equity method investment — — 104,303 — 104,303 Property, plant and equipment, net — 1,111,361 1,251,030 — 2,362,391 Goodwill — — 1,289,443 — 1,289,443 Intangible assets, net — 31,070 52,081 — 83,151 Investment in subsidiaries 5,376,847 — — (5,376,847 ) — Due from affiliate — 2,491,810 — (2,491,810 ) — Other assets, net — 26,687 17,609 — 44,296 Total assets $ 5,395,832 $ 4,617,176 $ 3,443,966 $ (7,970,337 ) $ 5,486,637 LIABILITIES AND EQUITY Current liabilities: Accounts payable, trade $ 10,938 $ 318,568 $ 349,143 $ — $ 678,649 Accounts payable, affiliate — — 101,680 (101,680 ) — Accrued liabilities 11,113 111,897 83,081 — 206,091 Current portion of long-term debt 10,500 — — — 10,500 Total current liabilities 32,551 430,465 533,904 (101,680 ) 895,240 Long-term liabilities: Long-term debt, less current portion 1,208,355 — 684,370 — 1,892,725 Due to affiliate 2,491,810 — — (2,491,810 ) — Lease financing obligations — 44,666 21,188 — 65,854 Deferred income tax liability, net — 244,808 38,409 — 283,217 Deficit in subsidiaries — 507,474 — (507,474 ) — Other liabilities — 73,963 15,719 — 89,682 Total long-term liabilities 3,700,165 870,911 759,686 (2,999,284 ) 2,331,478 Equity: Equity - Western 1,663,116 3,315,800 1,553,573 (4,869,373 ) 1,663,116 Equity - Non-controlling interests — — 596,803 — 596,803 Total equity 1,663,116 3,315,800 2,150,376 (4,869,373 ) 2,259,919 Total liabilities and equity $ 5,395,832 $ 4,617,176 $ 3,443,966 $ (7,970,337 ) $ 5,486,637 CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2016 (In thousands) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 21 $ 224,431 $ 44,129 $ — $ 268,581 Accounts receivable, trade, net of a reserve for doubtful accounts — 117,007 306,164 — 423,171 Accounts receivable, affiliate 16,832 72,760 3,736 (93,328 ) — Inventories — 448,012 323,977 — 771,989 Prepaid expenses — 80,199 15,156 — 95,355 Other current assets — 74,832 38,589 — 113,421 Total current assets 16,853 1,017,241 731,751 (93,328 ) 1,672,517 Equity method investment — — 102,685 — 102,685 Property, plant and equipment, net — 1,117,958 1,246,524 — 2,364,482 Goodwill — — 1,289,443 — 1,289,443 Intangible assets, net — 31,516 52,296 — 83,812 Investment in subsidiaries 5,348,171 — — (5,348,171 ) — Due from affiliate — 2,443,306 — (2,443,306 ) — Other assets, net — 27,425 20,033 — 47,458 Total assets $ 5,365,024 $ 4,637,446 $ 3,442,732 $ (7,884,805 ) $ 5,560,397 LIABILITIES AND EQUITY Current liabilities: Accounts payable, trade $ — $ 372,570 $ 381,363 $ — $ 753,933 Accounts payable, affiliate — — 93,328 (93,328 ) — Accrued liabilities 5,655 124,628 89,324 — 219,607 Current portion of long-term debt 10,500 — — — 10,500 Total current liabilities 16,155 497,198 564,015 (93,328 ) 984,040 Long-term liabilities: Long-term debt, less current portion 1,208,703 — 663,102 — 1,871,805 Due to affiliate 2,443,306 — — (2,443,306 ) — Lease financing obligations — 45,007 9,156 — 54,163 Deferred income tax liability, net — 222,372 37,921 — 260,293 Deficit in subsidiaries — 501,776 — (501,776 ) — Other liabilities — 79,501 13,635 — 93,136 Total long-term liabilities 3,652,009 848,656 723,814 (2,945,082 ) 2,279,397 Equity: Equity - Western 1,696,860 3,291,592 1,554,803 (4,846,395 ) 1,696,860 Equity - Non-controlling interests — — 600,100 — 600,100 Total equity 1,696,860 3,291,592 2,154,903 (4,846,395 ) 2,296,960 Total liabilities and equity $ 5,365,024 $ 4,637,446 $ 3,442,732 $ (7,884,805 ) $ 5,560,397 |
Condensed Income Statement [Table Text Block] | CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME Three Months Ended March 31, 2017 (In thousands) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated Net sales $ — $ 1,693,424 $ 1,314,020 $ (678,912 ) $ 2,328,532 Operating costs and expenses: Cost of products sold (exclusive of depreciation and amortization) — 1,488,822 1,104,098 (678,912 ) 1,914,008 Direct operating expenses (exclusive of depreciation and amortization) — 113,516 118,285 — 231,801 Selling, general and administrative expenses 50 32,694 25,897 — 58,641 Merger and reorganization costs — 9,772 1,525 — 11,297 Gain on disposal of assets, net — (167 ) (292 ) — (459 ) Maintenance turnaround expense — 940 2,374 — 3,314 Depreciation and amortization — 28,580 28,224 — 56,804 Total operating costs and expenses 50 1,674,157 1,280,111 (678,912 ) 2,275,406 Operating income (loss) (50 ) 19,267 33,909 — 53,126 Other income (expense): Equity in earnings of subsidiaries 32,143 10,458 — (42,601 ) — Interest income — 74 34 — 108 Interest and debt expense (20,525 ) (826 ) (12,384 ) — (33,735 ) Other, net — 789 6,152 — 6,941 Income before income taxes 11,568 29,762 27,711 (42,601 ) 26,440 Benefit (provision) for income taxes — (5,554 ) 110 — (5,444 ) Net income 11,568 24,208 27,821 (42,601 ) 20,996 Less net income attributable to non-controlling interests — — 9,428 — 9,428 Net income attributable to Western Refining, Inc. $ 11,568 $ 24,208 $ 18,393 $ (42,601 ) $ 11,568 Comprehensive income attributable to Western Refining, Inc. $ 11,568 $ 24,208 $ 18,349 $ (42,601 ) $ 11,524 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME Three Months Ended March 31, 2016 (In thousands) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated Net sales $ — $ 1,004,540 $ 965,512 $ (514,548 ) $ 1,455,504 Operating costs and expenses: Cost of products sold (exclusive of depreciation and amortization) — 798,548 763,361 (514,548 ) 1,047,361 Direct operating expenses (exclusive of depreciation and amortization) — 106,540 117,045 — 223,585 Selling, general and administrative expenses 46 24,695 28,544 — 53,285 Merger and reorganization costs — — 408 — 408 Gain on disposal of assets, net — (26 ) (104 ) — (130 ) Maintenance turnaround expense — 125 — — 125 Depreciation and amortization — 25,538 27,113 — 52,651 Total operating costs and expenses 46 955,420 936,367 (514,548 ) 1,377,285 Operating income (loss) (46 ) 49,120 29,145 — 78,219 Other income (expense): Equity in earnings of subsidiaries 43,725 1,054 — (44,779 ) — Interest income — 114 50 — 164 Interest and debt expense (13,141 ) (738 ) (12,802 ) — (26,681 ) Other, net — 1,069 5,443 — 6,512 Income before income taxes 30,538 50,619 21,836 (44,779 ) 58,214 Provision for income taxes — (18,368 ) (261 ) — (18,629 ) Net income 30,538 32,251 21,575 (44,779 ) 39,585 Less net income attributable to non-controlling interests — — 9,047 — 9,047 Net income attributable to Western Refining, Inc. $ 30,538 $ 32,251 $ 12,528 $ (44,779 ) $ 30,538 Comprehensive income attributable to Western Refining, Inc. $ 30,538 $ 32,251 $ 12,528 $ (44,779 ) $ 30,538 |
Condensed Cash Flow Statement [Table Text Block] | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2017 (In thousands) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ (1,902 ) $ (21,270 ) $ 21,009 $ (16,154 ) $ (18,317 ) Cash flows from investing activities: Capital expenditures — (22,604 ) (23,654 ) — (46,258 ) Contributions to affiliate — (49,516 ) — 49,516 — Proceeds from the sale of assets — 167 363 — 530 Net cash used in investing activities — (71,953 ) (23,291 ) 49,516 (45,728 ) Cash flows from financing activities: Payments on long-term debt and capital lease obligations (2,625 ) (300 ) (312 ) — (3,237 ) Borrowings on revolving credit facility — — 151,500 — 151,500 Repayments on revolving credit facility — — (130,500 ) — (130,500 ) Deferred financing costs — — (78 ) — (78 ) Distribution to affiliate — — (16,154 ) 16,154 — Distribution to non-controlling interest holders — — (12,629 ) — (12,629 ) Dividends paid (42,543 ) — — — (42,543 ) Payments of tax withholdings for stock-based compensation (2,467 ) — (4,555 ) — (7,022 ) Contributions from affiliates 49,516 — — (49,516 ) — Net cash provided by (used in) financing activities 1,881 (300 ) (12,728 ) (33,362 ) (44,509 ) Net decrease in cash and cash equivalents (21 ) (93,523 ) (15,010 ) — (108,554 ) Cash and cash equivalents at beginning of year 21 224,431 44,129 — 268,581 Cash and cash equivalents at end of year $ — $ 130,908 $ 29,119 $ — $ 160,027 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2016 (In thousands) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 5,500 $ (21,284 ) $ 31,477 $ (13,392 ) $ 2,301 Cash flows from investing activities: Capital expenditures — (44,798 ) (34,231 ) — (79,029 ) Use of restricted cash — 32,323 — — 32,323 Return of capital from equity method investment 13,537 — — (13,537 ) — Contributions to affiliate — (93,653 ) (8,375 ) 102,028 — Proceeds from the sale of assets — 100 119 — 219 Net cash provided by (used in) investing activities 13,537 (106,028 ) (42,487 ) 88,491 (46,487 ) Cash flows from financing activities: Payments on long-term debt and capital lease obligations (1,375 ) (194 ) (353 ) — (1,922 ) Borrowings on revolving credit facility — — 70,000 — 70,000 Repayments on revolving credit facility — — (62,500 ) — (62,500 ) Distribution to affiliate — — (26,929 ) 26,929 — Purchases of common stock for treasury (75,000 ) — — — (75,000 ) Distribution to non-controlling interest holders — — (28,995 ) — (28,995 ) Dividends paid (35,601 ) — — — (35,601 ) Payments of tax withholdings for stock-based compensation (714 ) — (483 ) — (1,197 ) Contributions from affiliates 93,653 — 8,375 (102,028 ) — Net cash used in financing activities (19,037 ) (194 ) (40,885 ) (75,099 ) (135,215 ) Net decrease in cash and cash equivalents — (127,506 ) (51,895 ) — (179,401 ) Cash and cash equivalents at beginning of year 21 656,966 115,515 — 772,502 Cash and cash equivalents at end of year $ 21 $ 529,460 $ 63,620 $ — $ 593,101 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Business Acquisition, Pro Forma Information [Table Text Block] | The consolidated statements of operations include the results of the NTI Merger beginning on June 23, 2016. The following unaudited pro forma information assumes that (i) the NTI Merger occurred on January 1, 2016; (ii) $500.0 million was borrowed to fund the NTI Merger consideration on January 1, 2016, resulting in increased interest and debt expense of $9.0 million for the three months ended March 31, 2017 and (iii) income tax expense increased as a result of the increased net income attributable to Western Refining, Inc. offset by increased interest and debt expense of $1.8 million for the three months ended March 31, 2017 . Unaudited Pro Forma for the Three Months Ended March 31, 2016 (In thousands, except per share data) Net sales $ 1,455,504 Operating income 78,219 Net income 32,378 Net income attributable to Western Refining, Inc. 27,675 Basic earnings per share $ 0.26 Diluted earnings per share 0.25 Merger and Reorganization Expenses We incurred professional service fees in connection with the NTI Merger. Additionally, we incurred costs associated with initiating a plan of reorganization for various positions. In relation to this reorganization plan, it was determined that certain employees would be terminated during 2016 and 2017. We recognized $2.1 million of expense during the three months ended March 31, 2017 which included compensation related to the severance of employment and retention bonuses for selected employees. These costs have been included in Merger and reorganization costs in the accompanying Condensed Consolidated Statements of Operations and are included in the "Other" category within our segment presentation. We recognize these costs ratably from September 1, 2016, the effective date of the agreements, through the remaining service period, which varies for each employee, but in no case is later than September 1, 2017. As of March 31, 2017 , we anticipate that these costs will continue to be recognized through the third quarter of 2017 and for the expenses to be completely paid out by December 31, 2017. The following table summarizes the expense activity related to the NTI Merger for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 (In thousands) Beginning liability for merger and reorganization costs $ 2,574 $ 189 Third-party professional service fees 1,525 408 Reorganization and related personnel costs incurred during period 575 — Cash payments to third-party professional service providers — (408 ) Cash payments made to severed employees (1,735 ) (189 ) Ending liability for merger and reorganization costs $ 2,939 $ — | |
Restructuring and Related Costs [Table Text Block] | The following table summarizes the expense activity related to the NTI Merger for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 2016 (In thousands) Beginning liability for merger and reorganization costs $ 2,574 $ 189 Third-party professional service fees 1,525 408 Reorganization and related personnel costs incurred during period 575 — Cash payments to third-party professional service providers — (408 ) Cash payments made to severed employees (1,735 ) (189 ) Ending liability for merger and reorganization costs $ 2,939 $ — | |
Northern Tier Energy LP [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and Related Costs [Table Text Block] | The following table summarizes the merger-related and reorganization expense activity for the three months ended March 31, 2017 : Three Months Ended (in millions) March 31, 2017 March 31, 2016 Beginning liability for merger and reorganization costs $ 2.5 $ 0.2 Third-party professional service fees — 0.4 Reorganization and related personnel costs incurred during period 1.5 — Cash payments to third-party professional service providers — (0.4 ) Cash payments made to severed employees (1.0 ) (0.2 ) Ending liability for merger and reorganization costs $ 3.0 $ — |
Organization (WNR Organization)
Organization (WNR Organization) (Details) | 3 Months Ended | |||
Mar. 31, 2017operating_segmentsStorestores_stationsrefineries | Mar. 31, 2017Storestores_stationsrefineries | Mar. 31, 2017SegmentStorestores_stationsrefineries | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||||
Number of Reportable Segments | 3 | 3 | ||
Number of Stores | stores_stations | 545 | 545 | 545 | |
Retail network [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Property, Plant and Equipment, Operated, Number of Significant Assets | refineries | 2 | 2 | 2 | |
Northern Tier Energy LP [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Number of Reportable Segments | Segment | 2 | |||
Number of Stores | Store | 286 | 286 | 286 | |
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 100.00% | 38.30% | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 100.00% |
Organization (WNR - Business Co
Organization (WNR - Business Combinations) (Details) - USD ($) $ / shares in Units, shares in Millions | Sep. 14, 2016 | Dec. 21, 2015 | Mar. 31, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Jun. 23, 2016 |
Business Acquisition [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | ||||
Tesoro Merger [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Share Price | $ 37.30 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 10.8 | |||||
Western Refining Logistics, LP [Member] | St. Paul Park Logistics Assets [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds from Divestiture of Businesses | $ 195,000,000 | |||||
Common Units [Member] | Western Refining Logistics, LP [Member] | St. Paul Park Logistics Assets [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 628,224 | |||||
Minimum [Member] | Northern Tier Energy LP [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash payments to acquire business, per unit | $ 15 | |||||
Maximum [Member] | Northern Tier Energy LP [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash payments to acquire business, per unit | $ 15.357 | |||||
Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | 0.01 | |||||
Common Stock [Member] | Tesoro Merger [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Payment of shares to acquire business, per unit | 0.4350 | |||||
Common Stock [Member] | Northern Tier Energy LP [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Payment of shares to acquire business, per unit | $ 0.2986 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 17.1 | |||||
Common Stock [Member] | Minimum [Member] | Northern Tier Energy LP [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Payment of shares to acquire business, per unit | $ 0.28896 | |||||
Common Stock [Member] | Maximum [Member] | Northern Tier Energy LP [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Payment of shares to acquire business, per unit | $ 0.7036 | |||||
Line of Credit [Member] | Term Loan, due 2023 [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Debt Instrument, Face Amount | $ 500,000,000 |
Organization (WNR - Equity) (De
Organization (WNR - Equity) (Details) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Northern Tier Energy LP [Member] | ||
Class of Stock [Line Items] | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 100.00% | 38.30% |
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 100.00% | |
Western Refining Logistics GP, LLC [Member] | ||
Class of Stock [Line Items] | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 100.00% | |
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 100.00% | |
Western Refining Logistics, LP [Member] | ||
Class of Stock [Line Items] | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 52.50% | |
Investor [Member] | Northern Tier Energy LP [Member] | ||
Class of Stock [Line Items] | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 100.00% | |
Investor [Member] | Western Refining Logistics, LP [Member] | ||
Class of Stock [Line Items] | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 47.50% |
Organization (NTI Organization)
Organization (NTI Organization) (Details) $ / shares in Units, shares in Millions, $ in Millions | Dec. 21, 2015$ / sharesshares | Mar. 31, 2017USD ($)Storestores_stations$ / sharesbbl | Mar. 31, 2016 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Number of Stores | stores_stations | 545 | ||
Number of Stores Purchased from Franchisee | Store | 22 | ||
Northern Tier Energy LP [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 100.00% | 38.30% | |
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 100.00% | ||
Number of Stores | Store | 286 | ||
Northern Tier Energy LP [Member] | Subsidiaries [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Equity Method Investment, Ownership Percentage | 100.00% | ||
MPL Investments Inc. [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Equity Method Investment, Ownership Percentage | 17.00% | ||
Minnesota Pipe Line Company [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Preferred Interest By Parent | 100.00% | ||
Crude Oil Pipeline Capacity | bbl | 465,000 | ||
St Paul Park Refining Company [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 1.00% | ||
Number Of Barrels Of Refinery Crude Oil Capacity Per Stream Day | bbl | 102,000 | ||
Western Refining Logistics, LP [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 52.50% | ||
Minnesota Pipe Line Company, LLC [Member] | Northern Tier Energy LP [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Equity Method Investment, Ownership Percentage | 17.00% | ||
Investor [Member] | Northern Tier Energy LP [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 100.00% | ||
Investor [Member] | Western Refining Logistics, LP [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 47.50% | ||
Minimum [Member] | Northern Tier Energy LP [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Cash payments to acquire business, per unit | $ 15 | ||
Maximum [Member] | Northern Tier Energy LP [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Cash payments to acquire business, per unit | $ 15.357 | ||
Entity Operated Units [Member] | Northern Tier Retail Company [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Number of Stores | Store | 192 | ||
Franchised Units [Member] | Super America Franchising Company [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Number of Stores | Store | 94 | ||
Common Stock [Member] | Northern Tier Energy LP [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Payment of shares to acquire business, per unit | $ 0.2986 | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 17.1 | ||
Common Stock [Member] | Western Refining, Inc. [Member] | Merger Agreement Dated December Two Thousand Fifteen [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 17.1 | ||
Common Stock [Member] | Minimum [Member] | Northern Tier Energy LP [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Payment of shares to acquire business, per unit | $ 0.28896 | ||
Common Stock [Member] | Maximum [Member] | Northern Tier Energy LP [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Payment of shares to acquire business, per unit | $ 0.7036 | ||
Restricted cash [Member] | Western Refining Logistics, LP [Member] | St. Paul Park Logistics Assets [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Other Significant Noncash Transaction, Value of Consideration Received | $ | $ 195 |
Basis of Presentation and Sig54
Basis of Presentation and Significant Accounting Policies (WNR) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Payments Related to Tax Withholding for Share-based Compensation | $ 7,022 | $ 1,197 | |
Non-controlling interests | 596,803 | $ 600,100 | |
Northern Tier Energy LP [Member] | |||
Segment Reporting Information [Line Items] | |||
Payments Related to Tax Withholding for Share-based Compensation | $ 3,900 | $ 0 | |
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 100.00% | 38.30% | |
Western Refining Logistics, LP [Member] | |||
Segment Reporting Information [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 52.50% | ||
Western Refining Logistics GP, LLC [Member] | |||
Segment Reporting Information [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 100.00% |
Basis of Presentation and Sig55
Basis of Presentation and Significant Accounting Policies (NTI) (Details) $ in Millions | 3 Months Ended | ||||||
Mar. 31, 2017USD ($)Storestores_stations | Mar. 31, 2017USD ($)operating_segmentsStorestores_stations | Mar. 31, 2017USD ($)Storestores_stations | Mar. 31, 2017USD ($)SegmentStorestores_stations | Mar. 31, 2017USD ($)Storestores_stations | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | |||||||
Cost Method Investments | $ | $ 6.8 | $ 6.8 | $ 6.8 | $ 6.8 | $ 6.8 | $ 6.8 | |
Number of Reportable Segments | 3 | 3 | |||||
Number of Stores | stores_stations | 545 | 545 | 545 | 545 | 545 | ||
Northern Tier Energy LP [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 100.00% | 38.30% | |||||
Number of Reportable Segments | Segment | 2 | ||||||
Number of Stores | 286 | 286 | 286 | 286 | 286 | ||
Excise and Sales Taxes | $ | $ 117.3 | $ 107 | |||||
St Paul Park Refining Company [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 1.00% | ||||||
Western Refining Logistics, LP [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 52.50% | ||||||
Entity Operated Units [Member] | Northern Tier Retail Company [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Number of Stores | 192 | 192 | 192 | 192 | 192 | ||
Franchised Units [Member] | Super America Franchising Company [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Number of Stores | 94 | 94 | 94 | 94 | 94 | ||
Minimum [Member] | Northern Tier Energy LP [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Required Frequency Of Maintenance | 1 year | ||||||
Maximum [Member] | Northern Tier Energy LP [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Required Frequency Of Maintenance | 6 years |
Segment Information (WNR - Addi
Segment Information (WNR - Additional Information) (Details) $ in Thousands | 3 Months Ended | |||||||
Mar. 31, 2017operating_segmentsStorestores_stationsrefineriesmibbl | Mar. 31, 2017SegmentStorestores_stationsrefineriesmibbl | Mar. 31, 2017Storestores_stationsrefineriesmibbl | Mar. 31, 2017USD ($)Storestores_stationsrefineriesmibbl | Mar. 31, 2016USD ($)stores_stations | Dec. 31, 2016USD ($) | Jun. 30, 2016stores_stations | Sep. 30, 2015stores_stations | |
Segment Reporting Information [Line Items] | ||||||||
Number of Reportable Segments | 3 | 3 | ||||||
Derivative, Gain (Loss) on Derivative, Net | $ 35,335 | $ 5,320 | ||||||
Number of Stores | stores_stations | 545 | 545 | 545 | 545 | ||||
Number of Stores Purchased from Franchisee | Store | 22 | |||||||
Inventory, Change in Lower of Cost or Market Reserve | $ (1,900) | (51,700) | ||||||
Refining Group [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Inventory, Change in Lower of Cost or Market Reserve | $ (1,600) | (51,600) | ||||||
Refining Group [Member] | Refining Equipment [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Property, Plant and Equipment, Operated, Number of Significant Assets | refineries | 3 | 3 | 3 | 3 | ||||
Retail Group [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Number of Stores | stores_stations | 259 | 259 | 259 | 259 | 258 | |||
Inventory, Change in Lower of Cost or Market Reserve | $ (300) | (100) | ||||||
Western Refining Logistics, LP [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Pipeline, Miles | mi | 705 | 705 | 705 | 705 | ||||
Active Storage Capacity | bbl | 12,400,000 | 12,400,000 | 12,400,000 | 12,400,000 | ||||
Non-Staffed Fueling Locations [Member] | Retail Group [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Number of Stores | stores_stations | 52 | 52 | ||||||
El Paso Facility [Member] | Refining Group [Member] | Refining Equipment [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Active Storage Capacity | bbl | 135,000 | 135,000 | 135,000 | 135,000 | ||||
Gallup Facility [Member] | Refining Group [Member] | Refining Equipment [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Active Storage Capacity | bbl | 25,000 | 25,000 | 25,000 | 25,000 | ||||
Northern Tier Energy LP [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Number of Reportable Segments | Segment | 2 | |||||||
Derivative, Gain (Loss) on Derivative, Net | $ 8,400 | $ (700) | ||||||
Number of Stores | Store | 286 | 286 | 286 | 286 | ||||
RetailGroup_UpperGreatPlains [Member] | Wholly Owned Properties [Member] | Retail Group [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Number of Stores | stores_stations | 192 | 192 | 192 | 192 | 169 | |||
Number of Stores Purchased from Franchisee | Store | 22 | |||||||
RetailGroup_UpperGreatPlains [Member] | Retail Group [Member] | Franchised Units [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Number of Stores | stores_stations | 94 | 94 | 94 | 94 | 114 | |||
Glencore Supply Agreement [Member] | Refining Group [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
FIFO Inventory Amount | $ 46,000 | |||||||
Other Nonoperating Income (Expense) [Member] | Corporate, Non-Segment [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Restructuring and Related Cost, Incurred Cost | $ 2,100 | |||||||
Other Nonoperating Income (Expense) [Member] | Gallup Facility [Member] | Corporate, Non-Segment [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Restructuring and Related Cost, Incurred Cost | 700 | |||||||
Tesoro Merger [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Restructuring and Related Cost, Incurred Cost | $ 8,500 |
(WNR - Segment Financial Inform
(WNR - Segment Financial Information) (Details) $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2017USD ($)stores_stationsrefineries | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2015stores_stations | |||
Segment Reporting Information [Line Items] | ||||||
Net sales | $ 2,328,532 | $ 1,455,504 | ||||
Operating income | 53,126 | 78,219 | ||||
Other income (expense), net | (26,686) | (20,005) | ||||
Income before income taxes | 26,440 | 58,214 | ||||
Depreciation and amortization | 56,804 | 52,651 | ||||
Capital expenditures | 46,258 | 79,029 | ||||
Goodwill | 1,289,443 | $ 1,289,443 | ||||
Total assets | $ 5,486,637 | 5,753,762 | $ 5,560,397 | |||
Number of Stores | stores_stations | 545 | |||||
Refining Group [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | $ (1,379,985) | (686,849) | [1] | |||
Operating income | [2] | 61,665 | 84,374 | [1] | ||
Depreciation and amortization | 40,187 | 36,500 | [1] | |||
Capital expenditures | 37,115 | 67,957 | [1] | |||
Total assets | 4,323,611 | 4,123,181 | [1] | |||
Retail Group [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | (534,398) | (450,078) | ||||
Operating income | 3,848 | 3,865 | ||||
Depreciation and amortization | 6,076 | 5,680 | ||||
Capital expenditures | 3,262 | 2,074 | ||||
Total assets | $ 438,371 | 443,112 | ||||
Number of Stores | stores_stations | 259 | 258 | ||||
Corporate and Other [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Operating income | $ (38,749) | (23,208) | ||||
Depreciation and amortization | 809 | 1,133 | ||||
Capital expenditures | 411 | 642 | ||||
Total assets | 191,405 | 630,529 | ||||
Western Refining Logistics, LP [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | (414,149) | (318,577) | [1] | |||
Operating income | 26,362 | 13,188 | [1] | |||
Depreciation and amortization | 9,732 | 9,338 | [1] | |||
Capital expenditures | 5,470 | 8,356 | [1] | |||
Total assets | 533,250 | 556,940 | [1] | |||
Intersegment Eliminations [Member] | Refining Group [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | (705,653) | (590,119) | [1] | |||
Intersegment Eliminations [Member] | Retail Group [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | (8,563) | (1,549) | ||||
Intersegment Eliminations [Member] | Western Refining Logistics, LP [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | (190,543) | (149,462) | [1] | |||
Operating Segments [Member] | Refining Group [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | (2,085,638) | (1,276,968) | [1] | |||
Goodwill | 1,267,455 | 1,267,455 | ||||
Operating Segments [Member] | Retail Group [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | (542,961) | (451,627) | ||||
Goodwill | 21,988 | 21,988 | ||||
Operating Segments [Member] | Western Refining Logistics, LP [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | $ (604,692) | $ (468,039) | [1] | |||
Refining Equipment [Member] | Refining Group [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Property, Plant and Equipment, Operated, Number of Significant Assets | refineries | 3 | |||||
[1] | WNRL's financial data includes its historical financial results and an allocated portion of corporate general and administrative expenses, previously reported in our other category, for the three months ended March 31, 2016. The information contained herein for WNRL has been retrospectively adjusted, to include the historical results of the St. Paul Park Logistics Assets. | |||||
[2] | The effect of our economic hedging activity is included within the operating income of our refining segment as a component of cost of products sold. The cost of products sold within our refining segment included $35.3 million in net realized and unrealized economic hedging gains for the three months ended March 31, 2017, respectively, and $5.3 million in net realized and unrealized economic hedging gains for the three months ended March 31, 2016. |
Segment Information (NTI - Add
Segment Information (NTI - Additional Information) (Details) | 3 Months Ended | |
Mar. 31, 2017operating_segmentsStorestores_stations | Mar. 31, 2017SegmentStorestores_stations | |
Segment Reporting Information [Line Items] | ||
Number of Reportable Segments | 3 | 3 |
Number of Stores | stores_stations | 545 | 545 |
Northern Tier Energy LP [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of Reportable Segments | Segment | 2 | |
Number of Stores | 286 | 286 |
Entity Operated Units [Member] | Northern Tier Retail Company [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of Stores | 192 | 192 |
Segment Information (NTI - Segm
Segment Information (NTI - Segment Financial Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Operating income | $ 53,126 | $ 78,219 | |
Depreciation and amortization | 56,804 | 52,651 | |
Capital expenditures | 46,258 | 79,029 | |
Total assets | 5,486,637 | 5,753,762 | $ 5,560,397 |
Northern Tier Energy LP [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (826,700) | (604,400) | |
Operating income | 20,900 | 21,800 | |
Income from equity method investment | 6,000 | 5,500 | |
Depreciation and amortization | 11,500 | 11,300 | |
Capital expenditures | 18,200 | 27,900 | |
Total assets | 1,298,900 | 1,291,300 | |
Northern Tier Energy LP [Member] | Refining [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (579,500) | (381,600) | |
Operating income | 29,800 | 28,100 | |
Income from equity method investment | 6,000 | 5,500 | |
Depreciation and amortization | 9,500 | 9,000 | |
Capital expenditures | 15,500 | 26,400 | |
Total assets | 1,136,300 | 1,113,800 | |
Northern Tier Energy LP [Member] | Retail [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (247,200) | (222,800) | |
Operating income | 1,100 | 1,700 | |
Income from equity method investment | 0 | 0 | |
Depreciation and amortization | 1,800 | 2,200 | |
Capital expenditures | 2,700 | 1,500 | |
Total assets | 149,000 | 137,500 | |
Northern Tier Energy LP [Member] | Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (140,500) | (113,700) | |
Northern Tier Energy LP [Member] | Intersegment Eliminations [Member] | Refining [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (140,500) | (113,700) | |
Northern Tier Energy LP [Member] | Intersegment Eliminations [Member] | Other Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (140,500) | (113,700) | |
Northern Tier Energy LP [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (967,200) | (718,100) | |
Northern Tier Energy LP [Member] | Operating Segments [Member] | Refining [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (720,000) | (495,300) | |
Northern Tier Energy LP [Member] | Operating Segments [Member] | Retail [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (247,200) | (222,800) | |
Northern Tier Energy LP [Member] | Corporate, Non-Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Total assets | 13,600 | $ 40,000 | |
Northern Tier Energy LP [Member] | Corporate, Non-Segment [Member] | Other Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Operating income | (10,000) | (8,000) | |
Income from equity method investment | 0 | 0 | |
Depreciation and amortization | 200 | 100 | |
Capital expenditures | $ 0 | $ 0 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents, at Carrying Value | $ 0 | $ 60,000 |
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount | 0 | |
Commodity Contract [Member] | Fair Value, Measurements, Recurring [Member] | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Hypothetical Change in Estimated Future Cash Flows | $ 0 |
(Assets & Liabilities) (Details
(Assets & Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | $ 2,059 | |
Derivative Liability | $ (2,393) | |
Commodity Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | (2,393) | 2,059 |
Commodity Contract [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Gross Asset and Right to Reclaim Cash, Offset | 0 | 0 |
Derivative Asset | (2,393) | 2,059 |
Commodity Contract [Member] | Fair Value, Measurements, Recurring [Member] | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 0 | 0 |
Commodity Contract [Member] | Fair Value, Measurements, Recurring [Member] | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | (2,393) | 2,059 |
Commodity Contract [Member] | Fair Value, Measurements, Recurring [Member] | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 0 | 0 |
Commodity Contract [Member] | Other current assets | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 9,412 | 18,929 |
Derivative Asset, Fair Value, Gross Liability and Obligation to Return Cash, Offset | 3,588 | 5,280 |
Derivative Asset | 5,824 | 13,649 |
Commodity Contract [Member] | Other current assets | Fair Value, Measurements, Recurring [Member] | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 0 | 0 |
Commodity Contract [Member] | Other current assets | Fair Value, Measurements, Recurring [Member] | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 9,412 | 18,929 |
Commodity Contract [Member] | Other current assets | Fair Value, Measurements, Recurring [Member] | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 0 | 0 |
Commodity Contract [Member] | Other assets | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 1,251 | 677 |
Derivative Asset, Fair Value, Gross Liability and Obligation to Return Cash, Offset | 101 | 669 |
Derivative Asset | 1,150 | 8 |
Commodity Contract [Member] | Other assets | Fair Value, Measurements, Recurring [Member] | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 0 | 0 |
Commodity Contract [Member] | Other assets | Fair Value, Measurements, Recurring [Member] | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 1,251 | 677 |
Commodity Contract [Member] | Other assets | Fair Value, Measurements, Recurring [Member] | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 0 | 0 |
Commodity Contract [Member] | Accrued liabilities | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | (13,044) | (17,547) |
Derivative Liability, Fair Value, Gross Asset and Right to Reclaim Cash, Offset | 3,677 | 6,720 |
Derivative Liability | (9,367) | (10,827) |
Commodity Contract [Member] | Accrued liabilities | Fair Value, Measurements, Recurring [Member] | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 0 | 0 |
Commodity Contract [Member] | Accrued liabilities | Fair Value, Measurements, Recurring [Member] | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | (13,044) | (17,547) |
Commodity Contract [Member] | Accrued liabilities | Fair Value, Measurements, Recurring [Member] | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 0 | 0 |
Commodity Contract [Member] | Other long-term liabilities | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | (12) | 0 |
Derivative Liability, Fair Value, Gross Asset and Right to Reclaim Cash, Offset | 12 | 771 |
Derivative Liability | 0 | (771) |
Commodity Contract [Member] | Other long-term liabilities | Fair Value, Measurements, Recurring [Member] | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 0 | 0 |
Commodity Contract [Member] | Other long-term liabilities | Fair Value, Measurements, Recurring [Member] | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | (12) | 0 |
Commodity Contract [Member] | Other long-term liabilities | Fair Value, Measurements, Recurring [Member] | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | $ 0 | $ 0 |
Fair Value Measurement (Level 3
Fair Value Measurement (Level 3 Rollforward) (Details) - Commodity Contract [Member] - Fair Value, Measurements, Recurring [Member] - Level 3 $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Derivative Asset | $ (5,756) |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 186 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | 0 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers out of Level 3 | 1,612 |
Derivative Liability | $ (3,958) |
Fair Value Measurement (Fair Va
Fair Value Measurement (Fair Value, Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 1,903,225 | $ 1,882,305 |
Western Refining, Inc. [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 1,253,375 | 1,256,000 |
Western Refining, Inc. [Member] | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | 1,269,012 | 1,277,956 |
Northern Tier Energy LP [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 370,980 | 349,980 |
Northern Tier Energy LP [Member] | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | 384,979 | 363,542 |
Western Refining Logistics, LP [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 320,300 | 320,300 |
Western Refining Logistics, LP [Member] | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | $ 345,800 | $ 345,050 |
Fair Value Measurement (NTI - A
Fair Value Measurement (NTI - Assets & Liabilities Carried at Fair Value, Measured on Recurring Basis) (Details) - Northern Tier Energy LP [Member] - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | $ 5.8 | $ 29.5 |
Derivative Asset, Current | 5.6 | 6.3 |
Assets, Fair Value Disclosure, Recurring | 11.4 | 35.8 |
Derivative Liability, Current | 7.9 | 6 |
Liabilities, Fair Value Disclosure, Recurring | 7.9 | 6 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 5.8 | 29.5 |
Derivative Asset, Current | 0 | 0 |
Assets, Fair Value Disclosure, Recurring | 5.8 | 29.5 |
Derivative Liability, Current | 0 | 0 |
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 |
Derivative Asset, Current | 5.6 | 6.3 |
Assets, Fair Value Disclosure, Recurring | 5.6 | 6.3 |
Derivative Liability, Current | 7.9 | 6 |
Liabilities, Fair Value Disclosure, Recurring | 7.9 | 6 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 |
Derivative Asset, Current | 0 | 0 |
Assets, Fair Value Disclosure, Recurring | 0 | 0 |
Derivative Liability, Current | 0 | 0 |
Liabilities, Fair Value Disclosure, Recurring | $ 0 | $ 0 |
Fair Value Measurement (NTI - F
Fair Value Measurement (NTI - Fair Value Measurement, Additional Information) (Details) - Northern Tier Energy LP [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers Into Level 3 | $ 0 | |
Assets, Fair Value Adjustment | $ 0 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 0 |
Fair Value Measurement (NTI -66
Fair Value Measurement (NTI - Fair Value of Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, less current portion | $ 1,892,725 | $ 1,871,805 |
Northern Tier Energy LP [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, less current portion | 365,500 | 344,000 |
Long-term Line of Credit | 21,000 | |
Northern Tier Energy LP [Member] | Senior Secured Notes Due Two Thousand Twenty [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, less current portion | 350,000 | 350,000 |
Securities Borrowed, Fair Value Disclosure | 21,000 | 0 |
Long-term Line of Credit | 21,000 | 0 |
Notes Payable, Fair Value Disclosure | 364,000 | 363,500 |
Long-term Debt, Gross | 371,000 | 350,000 |
Debt Instrument, Fair Value Disclosure | $ 385,000 | $ 363,500 |
Inventories (Inventory Summary)
Inventories (Inventory Summary) (Details) bbl in Thousands, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017USD ($)bbl | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($)bbl | ||
Inventory, Net [Abstract] | ||||
Refined products (1) | [1] | $ 325,878 | $ 325,889 | |
Crude oil and other raw materials | 451,659 | 395,131 | ||
Lubricants | 9,068 | 10,121 | ||
Retail store merchandise | 42,369 | 40,848 | ||
Inventories | 828,974 | $ 771,989 | ||
Inventory Adjustments [Abstract] | ||||
Inventory, Change in Lower of Cost or Market Reserve | $ (1,900) | $ (51,700) | ||
Inventory Valued Using LIFO | bbl | 11,968 | 10,900 | ||
Inventory, LIFO Reserve | $ 145,000 | $ 140,100 | ||
Inventory, LIFO Reserve, Effect on Income, Net | (4,900) | $ (23,000) | ||
Refined Products, Inventories [Member] | ||||
Inventory Adjustments [Abstract] | ||||
FIFO Inventory Amount | $ 55,300 | $ 50,500 | ||
[1] | Includes $55.3 million and $50.5 million of inventory valued using the first-in, first-out ("FIFO") valuation method at March 31, 2017 and December 31, 2016, respectively. |
Inventories (LIFO Cost per Barr
Inventories (LIFO Cost per Barrel) (Details) bbl in Thousands, $ in Thousands | Mar. 31, 2017USD ($)bbl$ / Barrel | Dec. 31, 2016USD ($)bbl$ / Barrel |
Inventory Disclosure [Abstract] | ||
Energy Related Inventory, Refined Products, Volume | bbl | 4,371 | 4,259 |
Energy Related Inventory, Refined Products, LIFO Inventory Amount | $ | $ 302,427 | $ 303,968 |
Energy Related Inventory, Refined Products, Average Lifo Cost Per Barrel | $ / Barrel | 69.19 | 71.37 |
Energy Related Inventory, Crude Oil and Natural Gas Liquids, Volume | bbl | 7,597 | 6,641 |
Energy Related Inventory, Crude Oil and Natural Gas Liquids, LIFO Inventory Amount | $ | $ 442,956 | $ 394,798 |
Energy Related Inventory, Crude Oil and Natural Gas Liquids, Average LIFO Cost Per Barrel | $ / Barrel | 58.31 | 59.45 |
Inventory Valued Using LIFO | bbl | 11,968 | 10,900 |
LIFO Inventory Amount | $ | $ 745,383 | $ 698,766 |
Energy Related Inventory, Average LIFO Cost Per Barrel | $ / Barrel | 62.28 | 64.11 |
Inventories (NTI Inventories) (
Inventories (NTI Inventories) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Crude oil and other raw materials | $ 451,659 | $ 395,131 |
Retail store merchandise | 42,369 | 40,848 |
Inventory Valuation Reserves | 39,800 | 41,700 |
Inventories | 828,974 | 771,989 |
Northern Tier Energy LP [Member] | ||
Inventory [Line Items] | ||
Crude oil and other raw materials | 186,800 | 174,300 |
Energy Related Inventory, Crude Oil, Products and Merchandise | 180,000 | 160,200 |
Retail store merchandise | 23,800 | 22,100 |
Inventory, Supplies, Net of Reserves | 22,000 | 18,800 |
Inventory, Net Before Adjustments | 412,600 | 375,400 |
Inventory Valuation Reserves | 39,800 | 41,700 |
Inventories | $ 372,800 | $ 333,700 |
Percentage of LIFO Inventory | 89.00% |
Equity Method Investment (WNR)
Equity Method Investment (WNR) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment | $ 104,303,000 | $ 102,685,000 | |
Income (Loss) from Equity Method Investments | $ 0 | $ 0 | |
Minnesota Pipe Line Company [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 17.00% | ||
Equity method investment | $ 104,300,000 | 102,700,000 | |
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity | 21,000,000 | $ 21,100,000 | |
Equity Method Investment, Quoted Market Value | 0 | ||
Proceeds from Equity Method Investment, Dividends or Distributions | 4,100,000 | 0 | |
Income (Loss) from Equity Method Investments | $ 5,800,000 | $ 5,500,000 |
Equity Method Investment (NTI)
Equity Method Investment (NTI) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment | $ 104,303,000 | $ 102,685,000 | |
Income (Loss) from Equity Method Investments | 0 | $ 0 | |
Minnesota Pipe Line Company [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment | 104,300,000 | 102,700,000 | |
Equity Method Investment, Quoted Market Value | 0 | ||
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity | 21,000,000 | 21,100,000 | |
Proceeds from Equity Method Investment, Dividends or Distributions | 4,100,000 | 0 | |
Income (Loss) from Equity Method Investments | $ 5,800,000 | $ 5,500,000 | |
Northern Tier Energy LP [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 17.00% | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 100.00% | 38.30% | |
Equity method investment | $ 88,900,000 | 87,300,000 | |
Income (Loss) from Equity Method Investments | 1,600,000 | $ 5,500,000 | |
Northern Tier Energy LP [Member] | Western Refining Logistics, LP [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Quoted Market Value | 16,000,000 | ||
Northern Tier Energy LP [Member] | Minnesota Pipe Line Company [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity | 5,600,000 | $ 5,700,000 | |
Proceeds from Equity Method Investment, Dividends or Distributions | 4,400,000 | 0 | |
Income (Loss) from Equity Method Investments | $ (6,000,000) | $ (5,500,000) | |
St Paul Park Refining Company [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 1.00% |
Property, Plant and Equipment72
Property, Plant and Equipment, Net (WNR PP&E) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross, Excluding Construction in Progress | $ 3,349,541 | $ 3,259,866 | |
Accumulated depreciation | (1,167,072) | (1,118,477) | |
Property, plant and equipment, net, excluding construction in progress | 2,182,469 | 2,141,389 | |
Property, plant and equipment, net | 2,362,391 | 2,364,482 | |
Depreciation | 55,700 | $ 51,600 | |
Refining Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,297,478 | 2,260,351 | |
Pipelines [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 603,544 | 560,478 | |
Retail [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 342,547 | 333,187 | |
Wholesale Assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 52,222 | 52,284 | |
Corporate and Other [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 53,750 | 53,566 | |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 179,922 | $ 223,093 |
Property, Plant and Equipment73
Property, Plant and Equipment, Net (NTI PP&E) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 1,167,072 | $ 1,118,477 | |
Property, plant and equipment, net (WNRL: $0 and $321,251, respectively) | 2,362,391 | 2,364,482 | |
Retail [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 342,547 | 333,187 | |
Refining Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,297,478 | 2,260,351 | |
Northern Tier Energy LP [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 741,200 | 715,800 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 209,500 | 198,000 | |
Property, plant and equipment, net (WNRL: $0 and $321,251, respectively) | 531,700 | 517,800 | |
Capital Leased Assets, Gross | 22,900 | 10,800 | |
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | 2,500 | 2,300 | |
Other Depreciation and Amortization | 100 | $ 900 | |
Interest Costs Capitalized | 1,200 | $ 1,300 | |
Northern Tier Energy LP [Member] | Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 7,700 | 7,700 | |
Northern Tier Energy LP [Member] | Retail [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 81,300 | 80,500 | |
Northern Tier Energy LP [Member] | Refining Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 488,700 | 487,000 | |
Northern Tier Energy LP [Member] | Building and Building Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 30,800 | 18,700 | |
Property, Plant and Equipment, Useful Life | 25 years | ||
Northern Tier Energy LP [Member] | Computer Software, Intangible Asset [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 18,900 | 18,900 | |
Property, Plant and Equipment, Useful Life | 5 years | ||
Northern Tier Energy LP [Member] | Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 3,200 | 3,200 | |
Property, Plant and Equipment, Useful Life | 5 years | ||
Northern Tier Energy LP [Member] | Other Capitalized Property Plant and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 11,300 | 10,800 | |
Northern Tier Energy LP [Member] | Precious Metals [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 10,400 | 10,400 | |
Northern Tier Energy LP [Member] | Asset under Construction [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 88,900 | $ 78,600 | |
Minimum [Member] | Northern Tier Energy LP [Member] | Retail [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 2 years | ||
Minimum [Member] | Northern Tier Energy LP [Member] | Refining Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Minimum [Member] | Northern Tier Energy LP [Member] | Other Capitalized Property Plant and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 2 years | ||
Maximum [Member] | Northern Tier Energy LP [Member] | Retail [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 22 years | ||
Maximum [Member] | Northern Tier Energy LP [Member] | Refining Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 24 years | ||
Maximum [Member] | Northern Tier Energy LP [Member] | Other Capitalized Property Plant and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 7 years |
Intangible Assets, Net Finite-L
Intangible Assets, Net Finite-Lived Intangibles (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 36,206 | $ 36,137 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 23,513 | 22,783 | |
Finite-Lived Intangible Assets, Net | 12,693 | 13,354 | |
Amortization of Intangible Assets | 700 | $ 700 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |||
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | 2,167 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 2,887 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 2,219 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 1,274 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 987 | ||
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | $ 782 | ||
Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 1 year | 1 year | |
Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 35 years | 35 years | |
Licensing Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 20,427 | 20,427 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 15,703 | 15,307 | |
Finite-Lived Intangible Assets, Net | $ 4,724 | 5,120 | |
Finite-Lived Intangible Asset, Useful Life | 3 years | ||
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 7,172 | 7,172 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 4,367 | 4,234 | |
Finite-Lived Intangible Assets, Net | $ 2,805 | 2,938 | |
Finite-Lived Intangible Asset, Useful Life | 5 years 3 months 15 days | ||
Other Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 8,607 | 8,538 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 3,443 | 3,242 | |
Finite-Lived Intangible Assets, Net | $ 5,164 | $ 5,296 | |
Finite-Lived Intangible Asset, Useful Life | 4 years 9 months 18 days |
Intangible Assets, Net Indefini
Intangible Assets, Net Indefinite-Lived Intangibles (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | $ 106,664 | $ 106,595 |
Finite-Lived Intangible Assets, Accumulated Amortization | 23,513 | 22,783 |
Intangible assets, net | 83,151 | 83,812 |
Franchise Rights and Trademarks [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 50,500 | 50,500 |
Liquor Licenses [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 19,958 | $ 19,958 |
Intangible Assets, Net NTI Inta
Intangible Assets, Net NTI Intangibles (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 83,151 | $ 83,812 |
Northern Tier Energy LP [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, net | 33,800 | 33,800 |
Indefinite-Lived Franchise Rights | 12,400 | 12,400 |
Indefinite-Lived Trademarks | $ 21,400 | $ 21,400 |
(Debt Summary) (Details)
(Debt Summary) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,903,225 | $ 1,882,305 |
Debt Instrument, Unamortized Discount (Premium), Net | 41,430 | 43,975 |
Current portion of long-term debt | 10,500 | 10,500 |
Long-term debt, less current portion | 1,892,725 | 1,871,805 |
Revolving Credit Facility [Member] | NTI Senior Secured Asset-Based Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 21,000 | |
Western Refining, Inc. [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,253,375 | 1,256,000 |
Western Refining, Inc. [Member] | Revolving Credit Facility [Member] | Revolving Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 0 |
Western Refining, Inc. [Member] | Line of Credit [Member] | Term Loan, due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 532,125 | 533,500 |
Western Refining, Inc. [Member] | Line of Credit [Member] | Term Loan, due 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 371,250 | 372,500 |
Western Refining, Inc. [Member] | Senior Notes [Member] | 6.25% Senior Notes due 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 350,000 | 350,000 |
Northern Tier Energy LP [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 370,980 | 349,980 |
Long-term debt, less current portion | 365,500 | 344,000 |
Northern Tier Energy LP [Member] | Revolving Credit Facility [Member] | NTI Senior Secured Asset-Based Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | |
Northern Tier Energy LP [Member] | Senior Notes [Member] | 7.125% NTI Secured Notes, due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 349,980 | 349,980 |
Western Refining Logistics, LP [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 320,300 | 320,300 |
Western Refining Logistics, LP [Member] | Revolving Credit Facility [Member] | Revolving Credit Agreement - WNRL [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 20,300 | 20,300 |
Western Refining Logistics, LP [Member] | Senior Notes [Member] | 7.5% WNRL Secured Notes, due 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 300,000 | $ 300,000 |
Long-Term Debt (Interest Expens
Long-Term Debt (Interest Expense and Other Financing Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Debt Instrument [Line Items] | ||
Interest Expense, Debt, Excluding Amortization | $ 31,459 | $ 25,671 |
Amortization of loan fees | 2,552 | 1,911 |
Amortization of original issuance discount | 282 | 0 |
Interest Income (Expense), Net | 1,296 | (176) |
Capitalized interest | 1,854 | 725 |
Interest Expense | 33,735 | 26,681 |
Western Refining, Inc. [Member] | ||
Debt Instrument [Line Items] | ||
Interest Expense, Debt, Excluding Amortization | 18,465 | 12,052 |
Northern Tier Energy LP [Member] | ||
Debt Instrument [Line Items] | ||
Interest Expense, Debt, Excluding Amortization | 6,866 | 6,914 |
Interest Expense | 6,500 | 6,500 |
Western Refining Logistics, LP [Member] | ||
Debt Instrument [Line Items] | ||
Interest Expense, Debt, Excluding Amortization | $ 6,128 | $ 6,705 |
Long-Term Debt (Revolving Credi
Long-Term Debt (Revolving Credit Facilities) (Details) | Sep. 29, 2014USD ($) | Oct. 15, 2013 | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Sep. 15, 2016USD ($) | Oct. 02, 2014USD ($) | Oct. 16, 2013USD ($) | Jul. 17, 2012USD ($) |
Debt Instrument [Line Items] | ||||||||||
Long-term debt | $ 1,903,225,000 | $ 1,882,305,000 | ||||||||
Borrowings on revolving credit facility | 151,500,000 | $ 70,000,000 | ||||||||
Loans [Member] | Revolving Credit Agreement - WNRL [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Line of Credit | $ 0 | |||||||||
Loans [Member] | NTI Senior Secured Asset-Based Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 45,000,000 | |||||||||
Revolving Credit Facility [Member] | Revolving Credit Agreement - WNRL [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 500,000,000 | $ 300,000,000 | ||||||||
Line of Credit Facility, Difference Between Current Borrowing Capacity and Maximum Borrowing Capacity | 150,000,000 | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 650,000,000 | |||||||||
Line of Credit Facility, Expiration Date | Oct. 16, 2018 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.75% | |||||||||
Borrowings on revolving credit facility | $ 20,300,000 | $ 145,000,000 | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.75% | |||||||||
Revolving Credit Facility [Member] | Revolving Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 900,000,000 | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,400,000,000 | |||||||||
Line of Credit Facility, Expiration Date | Oct. 2, 2019 | |||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 385,200,000 | |||||||||
Long-term Line of Credit | $ 0 | |||||||||
Revolving Credit Facility [Member] | NTI Senior Secured Asset-Based Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Current Borrowing Capacity | 500,000,000 | $ 300,000,000 | ||||||||
Line of Credit Facility, Expiration Date | Sep. 29, 2019 | |||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 266,800,000 | |||||||||
Long-term debt | 21,000,000 | |||||||||
Letters of Credit Outstanding, Amount | $ 44,900,000 | |||||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.51% | |||||||||
Revolving Credit Facility [Member] | Minimum [Member] | Revolving Credit Agreement - WNRL [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Ratio of Indebtedness to Net Capital | 4.50 | |||||||||
Revolving Credit Facility [Member] | Minimum [Member] | Revolving Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |||||||||
Line of Credit Facility, Commitment Fee Percentage | 1.50% | |||||||||
Revolving Credit Facility [Member] | Maximum [Member] | Revolving Credit Agreement - WNRL [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Ratio of Indebtedness to Net Capital | 5 | |||||||||
Revolving Credit Facility [Member] | Maximum [Member] | Revolving Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% | |||||||||
Line of Credit Facility, Commitment Fee Percentage | 2.00% | |||||||||
Revolving Credit Facility [Member] | Revolving Credit Agreement - WNRL [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 479,000,000 | |||||||||
Long-term Line of Credit | 20,300,000 | |||||||||
Letters of Credit Outstanding, Amount | 700,000 | |||||||||
Revolving Credit Facility [Member] | Loans [Member] | Revolving Credit Agreement - WNRL [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 10,000,000 | |||||||||
Revolving Credit Facility [Member] | Standby Letters of Credit [Member] | Revolving Credit Agreement - WNRL [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | |||||||||
Letter of Credit [Member] | Revolving Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Letters of Credit Outstanding, Amount | 97,900,000 | |||||||||
Letter of Credit [Member] | NTI Senior Secured Asset-Based Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 500,000,000 | |||||||||
Base Rate [Member] | Revolving Credit Facility [Member] | Minimum [Member] | Revolving Credit Agreement - WNRL [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |||||||||
Base Rate [Member] | Revolving Credit Facility [Member] | Minimum [Member] | Revolving Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.50% | |||||||||
Base Rate [Member] | Revolving Credit Facility [Member] | Maximum [Member] | Revolving Credit Agreement - WNRL [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||||||||
Base Rate [Member] | Revolving Credit Facility [Member] | Maximum [Member] | Revolving Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |||||||||
London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | Revolving Credit Agreement - WNRL [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | |||||||||
London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | Revolving Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | |||||||||
London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | Minimum [Member] | Revolving Credit Agreement - WNRL [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||||||||
London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | Minimum [Member] | Revolving Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||||||
London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | Maximum [Member] | Revolving Credit Agreement - WNRL [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | |||||||||
London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | Maximum [Member] | Revolving Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||||||||
Northern Tier Energy LP [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 332,700,000 | |||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 266,800,000 | |||||||||
Long-term debt | 370,980,000 | 349,980,000 | ||||||||
Borrowings on revolving credit facility | 151,500,000 | $ 70,000,000 | ||||||||
Long-term Line of Credit | 21,000,000 | |||||||||
Letters of Credit Outstanding, Amount | $ 44,900,000 | |||||||||
Northern Tier Energy LP [Member] | Revolving Credit Facility [Member] | NTI Senior Secured Asset-Based Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 750,000,000 | |||||||||
Long-term debt | $ 0 | |||||||||
Northern Tier Energy LP [Member] | Revolving Credit Facility [Member] | Minimum [Member] | NTI Senior Secured Asset-Based Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 1.50% | |||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.25% | |||||||||
Northern Tier Energy LP [Member] | Revolving Credit Facility [Member] | Maximum [Member] | NTI Senior Secured Asset-Based Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 2.00% | |||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.375% | |||||||||
Northern Tier Energy LP [Member] | Base Rate [Member] | Revolving Credit Facility [Member] | Base Rate Loans [Member] | Minimum [Member] | NTI Senior Secured Asset-Based Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||||||
Northern Tier Energy LP [Member] | Base Rate [Member] | Revolving Credit Facility [Member] | Base Rate Loans [Member] | Maximum [Member] | NTI Senior Secured Asset-Based Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||||
Northern Tier Energy LP [Member] | London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | NTI Senior Secured Asset-Based Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | |||||||||
Northern Tier Energy LP [Member] | London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | Libor Indexed Loans [Member] | Minimum [Member] | NTI Senior Secured Asset-Based Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||||||
Northern Tier Energy LP [Member] | London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | Libor Indexed Loans [Member] | Maximum [Member] | NTI Senior Secured Asset-Based Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% |
Long-Term Debt (Term Loans) (De
Long-Term Debt (Term Loans) (Details) - USD ($) $ in Millions | 3 Months Ended | ||||||
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2013 | Jun. 23, 2016 | May 27, 2016 | Nov. 13, 2013 | Mar. 25, 2013 | |
Line of Credit [Member] | Term Loan, due 2020 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 500 | ||||||
Debt Instrument, Face Amount | $ 550 | ||||||
Debt Instrument, Periodic Payment, Principal | $ 1.4 | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 700 | $ 200 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.80% | ||||||
Line of Credit [Member] | Term Loan, due 2023 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | $ 500 | ||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | $ 17 | ||||||
Debt Instrument, Periodic Payment, Principal | $ 1.3 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | ||||||
Repayments of Debt | $ 125 | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.30% | ||||||
Senior Notes [Member] | 6.25% Senior Notes due 2021 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | $ 350 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.25% | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.52% | ||||||
Base Rate [Member] | Line of Credit [Member] | Term Loan, due 2020 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||||
Base Rate [Member] | Line of Credit [Member] | Term Loan, due 2023 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Line of Credit [Member] | Term Loan, due 2020 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 4.25% | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Line of Credit [Member] | Term Loan, due 2023 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 4.50% | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Line of Credit [Member] | Minimum [Member] | Term Loan, due 2020 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Line of Credit [Member] | Minimum [Member] | Term Loan, due 2023 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% |
Long-Term Debt (Notes) (Details
Long-Term Debt (Notes) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||||||||
Dec. 31, 2016 | Sep. 30, 2014 | Mar. 31, 2017 | Oct. 28, 2016 | Jun. 23, 2016 | Feb. 11, 2015 | Sep. 25, 2014 | Nov. 13, 2013 | Nov. 12, 2013 | Mar. 25, 2013 | Nov. 08, 2012 | |
Debt Instrument [Line Items] | |||||||||||
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | $ 7,900 | ||||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 30,800 | ||||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 31,500 | ||||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 872,000 | ||||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Five | 355,000 | ||||||||||
Long-term Debt, Maturities, Repayments of Principal after Year Five | $ 647,500 | ||||||||||
Senior Notes [Member] | 7.5% WNRL Secured Notes, due 2023 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | ||||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 7.78% | ||||||||||
Senior Notes [Member] | 7.125% NTI Secured Notes, due 2020 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.125% | 7.125% | |||||||||
Tender offer, debt repayment | $ 195,000 | ||||||||||
Repayments of Debt | $ 20 | ||||||||||
Debt Instrument, Face Amount | $ 75,000 | $ 275,000 | |||||||||
Debt Instrument, Unamortized Premium | $ 4,200 | ||||||||||
Additions to long-term debt | $ 79,200 | ||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.91% | ||||||||||
Senior Notes [Member] | 6.25% Senior Notes due 2021 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.25% | ||||||||||
Debt Instrument, Face Amount | $ 350,000 | ||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.52% | ||||||||||
Line of Credit [Member] | Term Loan, due 2020 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | ||||||||||
Debt Instrument, Face Amount | $ 550,000 | ||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.80% | ||||||||||
Line of Credit [Member] | Term Loan, due 2023 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | ||||||||||
Repayments of Debt | $ 125,000 | ||||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.30% |
Long-Term Debt (NTI Debt) (Deta
Long-Term Debt (NTI Debt) (Details) - USD ($) $ in Thousands | Sep. 29, 2014 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2016 | Sep. 25, 2014 | Nov. 12, 2013 | Nov. 08, 2012 | Jul. 17, 2012 |
Debt Instrument [Line Items] | ||||||||
Long-term debt | $ 1,903,225 | $ 1,882,305 | $ 1,882,305 | |||||
Long-term debt, less current portion | 1,892,725 | 1,871,805 | 1,871,805 | |||||
Northern Tier Energy LP [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving Credit Facility Commitment Amount | $ 500,000 | |||||||
Long-term debt | 370,980 | 349,980 | 349,980 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 332,700 | |||||||
Line of Credit Facility, Remaining Borrowing Capacity | 266,800 | |||||||
Letters of Credit Outstanding, Amount | 44,900 | |||||||
Long-term Line of Credit | 21,000 | |||||||
Long-term debt, less current portion | $ 365,500 | $ 344,000 | $ 344,000 | |||||
Revolving Credit Facility [Member] | Northern Tier Energy LP [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Expiration Date | Sep. 29, 2019 | |||||||
Asset-based credit facility [Member] | Northern Tier Energy LP [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Payments of Debt Issuance Costs | 3,000 | |||||||
Senior Secured Notes Due Two Thousand Twenty [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.125% | 7.125% | ||||||
Senior Secured Notes Due Two Thousand Twenty [Member] | Northern Tier Energy LP [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, less current portion | $ 350,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.125% | |||||||
Debt Instrument, Unamortized Premium | 4,200 | |||||||
Debt Issuance Costs, Noncurrent, Net | $ 8,200 | $ 8,900 | $ 8,900 | |||||
Percentage of Ownership of Direct and Indirect Subsidiaries, Subject to Guarantee Agreement | 100.00% | |||||||
NTI Senior Secured Asset-Based Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Current Borrowing Capacity | 500,000 | $ 300,000 | ||||||
Line of Credit Facility, Expiration Date | Sep. 29, 2019 | |||||||
Long-term debt | $ 21,000 | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.51% | |||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 266,800 | |||||||
Letters of Credit Outstanding, Amount | $ 44,900 | |||||||
NTI Senior Secured Asset-Based Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Northern Tier Energy LP [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt | 0 | 0 | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 750,000 | |||||||
NTI Senior Secured Asset-Based Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Minimum [Member] | Northern Tier Energy LP [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.25% | |||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 1.50% | |||||||
NTI Senior Secured Asset-Based Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Maximum [Member] | Northern Tier Energy LP [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.375% | |||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 2.00% | |||||||
7.125% NTI Secured Notes, due 2020 [Member] | Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of Debt | 20 | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.91% | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.125% | 7.125% | ||||||
Debt Instrument, Unamortized Premium | $ 4,200 | |||||||
7.125% NTI Secured Notes, due 2020 [Member] | Senior Notes [Member] | Northern Tier Energy LP [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt | $ 349,980 | $ 349,980 | 349,980 | |||||
Repayments of Long-term Debt | $ 20 | |||||||
Base Rate [Member] | NTI Senior Secured Asset-Based Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Base Rate Loans [Member] | Minimum [Member] | Northern Tier Energy LP [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||||
Base Rate [Member] | NTI Senior Secured Asset-Based Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Base Rate Loans [Member] | Maximum [Member] | Northern Tier Energy LP [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||
London Interbank Offered Rate (LIBOR) [Member] | NTI Senior Secured Asset-Based Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Northern Tier Energy LP [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | |||||||
London Interbank Offered Rate (LIBOR) [Member] | NTI Senior Secured Asset-Based Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Libor Indexed Loans [Member] | Minimum [Member] | Northern Tier Energy LP [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||||
London Interbank Offered Rate (LIBOR) [Member] | NTI Senior Secured Asset-Based Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Libor Indexed Loans [Member] | Maximum [Member] | Northern Tier Energy LP [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% |
Equity (Equity Rollforward) (De
Equity (Equity Rollforward) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Schedule of Capitalization, Equity [Line Items] | ||
Beginning Balance | $ 2,296,960 | $ 2,945,906 |
Net income attributable to Western Refining, Inc. | 11,568 | 30,538 |
Less net income attributable to non-controlling interests | 9,428 | 9,047 |
Net income | 20,996 | 39,585 |
Other Comprehensive Income (Loss), Net of Tax | (44) | 0 |
Dividends | (42,543) | (35,601) |
Stock-based compensation | (2,821) | 4,985 |
Adjustments to Additional Paid in Capital, Income Tax Deficiency from Share-based Compensation | (328) | |
Distributions to non-controlling interests | 12,629 | 28,747 |
Treasury stock purchases | 75,000 | |
Ending Balance | 2,259,919 | 2,850,800 |
Parent [Member] | ||
Schedule of Capitalization, Equity [Line Items] | ||
Beginning Balance | 1,696,860 | 1,299,297 |
Other Comprehensive Income (Loss), Net of Tax | (44) | |
Dividends | (42,543) | (35,601) |
Stock-based compensation | (2,725) | 328 |
Adjustments to Additional Paid in Capital, Income Tax Deficiency from Share-based Compensation | (328) | |
Distributions to non-controlling interests | 0 | 0 |
Treasury stock purchases | 75,000 | |
Ending Balance | 1,663,116 | 1,219,234 |
Noncontrolling Interest [Member] | ||
Schedule of Capitalization, Equity [Line Items] | ||
Beginning Balance | 600,100 | 1,646,609 |
Less net income attributable to non-controlling interests | 9,428 | 9,047 |
Other Comprehensive Income (Loss), Net of Tax | 0 | |
Dividends | 0 | 0 |
Stock-based compensation | (96) | 4,657 |
Adjustments to Additional Paid in Capital, Income Tax Deficiency from Share-based Compensation | 0 | |
Distributions to non-controlling interests | 12,629 | 28,747 |
Treasury stock purchases | 0 | |
Ending Balance | $ 596,803 | $ 1,631,566 |
Equity (Share Issuance) (Detail
Equity (Share Issuance) (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Dec. 21, 2015 | Mar. 31, 2017 | Jun. 30, 2016 | Mar. 31, 2016 |
Class of Stock [Line Items] | ||||
Common Stock, Dividends, Per Share, Declared | $ 0.38 | $ 0.38 | ||
Payments of Ordinary Dividends, Common Stock | $ 41,305 | $ 41,400 | $ 41,305 | |
Stock Repurchase Program, Authorized Amount | $ 200,000 | |||
Northern Tier Energy LP [Member] | Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 17.1 | |||
Stock Issued During Period, Shares, Treasury Stock Reissued | 11.6 | |||
Payment of shares to acquire business, per unit | $ 0.2986 | |||
Tesoro Merger [Member] | ||||
Class of Stock [Line Items] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 10.8 | |||
Business Acquisition, Share Price | $ 37.30 | |||
Tesoro Merger [Member] | Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Payment of shares to acquire business, per unit | $ 0.4350 |
Equity (Dividends) (Details)
Equity (Dividends) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | |
Dividends Payable [Line Items] | ||||
Payments of Ordinary Dividends, Common Stock | $ 41,305 | $ 41,400 | $ 41,305 | |
Common Stock, Dividends, Per Share, Declared | $ 0.38 | $ 0.38 | ||
Subsequent Event [Member] | ||||
Dividends Payable [Line Items] | ||||
Common Stock, Dividends, Per Share, Declared | $ 0.38 |
Equity (Distributions) (Details
Equity (Distributions) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | |
Northern Tier Energy LP [Member] | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Distribution Made to Limited Partner, Distributions Declared, Per Unit | $ 0 | |||
Western Refining Logistics, LP [Member] | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Distribution Made to Limited Partner, Distributions Declared, Per Unit | $ 0.4525 | $ 0.4375 | ||
Incentive Distribution, Distribution | $ 2.1 | $ 0.8 | ||
Subsequent Event [Member] | Western Refining Logistics, LP [Member] | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Distribution Made to Limited Partner, Distributions Declared, Per Unit | $ 0.8900 |
Equity (NTI - Equity Informatio
Equity (NTI - Equity Information) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Dec. 21, 2015 | Mar. 31, 2017 |
Northern Tier Energy LP [Member] | ||
Limited Partners' Capital Account [Line Items] | ||
Distribution Made to Limited Partner, Cash Distributions Paid | $ 1.2 | |
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 100.00% | |
Maximum Number Of Days For Cash Distribution To Unitholders | 60 days | |
Investor [Member] | Northern Tier Energy LP [Member] | ||
Limited Partners' Capital Account [Line Items] | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 100.00% | |
Investor [Member] | Northern Tier Energy LP [Member] | Limited Partner [Member] | ||
Limited Partners' Capital Account [Line Items] | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 100.00% | |
Minimum [Member] | Northern Tier Energy LP [Member] | ||
Limited Partners' Capital Account [Line Items] | ||
Cash payments to acquire business, per unit | $ 15 | |
Maximum [Member] | Northern Tier Energy LP [Member] | ||
Limited Partners' Capital Account [Line Items] | ||
Cash payments to acquire business, per unit | $ 15.357 | |
Common Stock [Member] | Northern Tier Energy LP [Member] | ||
Limited Partners' Capital Account [Line Items] | ||
Payment of shares to acquire business, per unit | $ 0.2986 | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 17.1 | |
Common Stock [Member] | Western Refining, Inc. [Member] | Merger Agreement Dated December Two Thousand Fifteen [Member] | ||
Limited Partners' Capital Account [Line Items] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 17.1 | |
Common Stock [Member] | Minimum [Member] | Northern Tier Energy LP [Member] | ||
Limited Partners' Capital Account [Line Items] | ||
Payment of shares to acquire business, per unit | $ 0.28896 | |
Common Stock [Member] | Maximum [Member] | Northern Tier Energy LP [Member] | ||
Limited Partners' Capital Account [Line Items] | ||
Payment of shares to acquire business, per unit | $ 0.7036 |
Equity (NTI - Distribution Made
Equity (NTI - Distribution Made to Limited Partners) (Details) - Northern Tier Energy LP [Member] - USD ($) $ / shares in Units, $ in Millions | Jun. 14, 2016 | Feb. 04, 2016 | Mar. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2016 |
Distribution Made to Limited Partner [Line Items] | |||||
Maximum Number Of Days For Cash Distribution To Unitholders | 60 days | ||||
Limited Partners' Capital Account, Units Outstanding | 92,947,533 | 92,947,533 | |||
Distribution Made to Limited Partner, Distributions Declared, Per Unit | $ 0 | ||||
Distribution Made to Limited Partner, Cash Distributions Paid | $ 1.2 | ||||
Cash Distribution [Member] | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Distribution Made to Limited Partner, Declaration Date | Jun. 13, 2016 | Feb. 3, 2016 | |||
Distribution Made to Limited Partner, Distribution Date | Jun. 23, 2016 | Feb. 19, 2016 | |||
Limited Partners' Capital Account, Units Outstanding | 94,200,000 | 93,000,000 | |||
Distribution Made to Limited Partner, Distributions Declared, Per Unit | $ 0.18 | $ 0.38 | $ 0.56 | ||
Distribution Made to Limited Partner, Cash Distributions Paid | $ 16.7 | $ 36 | $ 52.7 | ||
Common Units [Member] | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Distribution Made to Limited Partner, Cash Distributions Paid | $ 1.2 | $ (110) |
Equity (NTI - Equity Rollforwar
Equity (NTI - Equity Rollforward) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | |||
Equity - Western | $ 1,696,860 | ||
Net income attributable to Western Refining, Inc. | 11,568 | $ 30,538 | |
Equity - Western | $ 1,663,116 | ||
Northern Tier Energy LP [Member] | |||
Class of Stock [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 100.00% | ||
Equity - Western | $ 461,600 | ||
Net income attributable to Western Refining, Inc. | 14,000 | $ 14,700 | |
Distribution Made to Limited Partner, Cash Distributions Paid | 1,200 | ||
Stock Granted, Value, Share-based Compensation, Net of Forfeitures | 1,500 | ||
Equity Based Compensation Reclassified to Liability | (3,900) | ||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Tax | (100) | ||
Equity - Western | 471,900 | ||
Northern Tier Energy LP [Member] | AOCI Attributable to Parent [Member] | |||
Class of Stock [Line Items] | |||
Equity - Western | (100) | ||
Net income attributable to Western Refining, Inc. | 0 | ||
Distribution Made to Limited Partner, Cash Distributions Paid | 0 | ||
Stock Granted, Value, Share-based Compensation, Net of Forfeitures | 0 | ||
Equity Based Compensation Reclassified to Liability | 0 | ||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Tax | (100) | ||
Equity - Western | (200) | ||
Northern Tier Energy LP [Member] | Common Units [Member] | |||
Class of Stock [Line Items] | |||
Equity - Western | 461,700 | ||
Net income attributable to Western Refining, Inc. | 14,000 | ||
Distribution Made to Limited Partner, Cash Distributions Paid | 1,200 | $ (110,000) | |
Stock Granted, Value, Share-based Compensation, Net of Forfeitures | 1,500 | ||
Equity Based Compensation Reclassified to Liability | (3,900) | ||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Tax | 0 | ||
Equity - Western | $ 472,100 | ||
Investor [Member] | Northern Tier Energy LP [Member] | |||
Class of Stock [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 100.00% |
Income Taxes (WNR Income Taxes)
Income Taxes (WNR Income Taxes) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate | 35.00% | |
Effective Income Tax Rate, Continuing Operations | (20.60%) | (32.00%) |
Operating Loss Carryforwards, Reduction to Valuation Allowance | $ 0 | |
Unrecognized tax benefits | 50.3 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 13.4 | |
Unrecognized Tax Benefits, Period Increase (Decrease) | (5.5) | |
Decrease in Unrecognized Tax Benefits is Reasonably Possible | 2.1 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 0.5 | $ 0.2 |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards, Valuation Allowance | $ 17 |
Income Taxes (NTI Income Taxes)
Income Taxes (NTI Income Taxes) (Details) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Contingency [Line Items] | ||
Effective Income Tax Rate Reconciliation, Percent | 20.60% | 32.00% |
Northern Tier Energy LP [Member] | ||
Income Tax Contingency [Line Items] | ||
Effective Income Tax Rate Reconciliation, Percent | 2.80% | 3.90% |
Effective Income Tax Rate Reconciliation At Statutory Income Tax Rate | 40.80% |
Retirement Plans (WNR) (Details
Retirement Plans (WNR) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Cost Recognized | $ 6,200 | $ 4,600 | |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax | 1,226 | 651 | |
Amortization of net prior service cost | (73) | 0 | |
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Tax | 1 | 0 | |
Income tax | 28 | 0 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | 1,182 | 651 | |
Pension Plan, Defined Benefit [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net periodic benefit cost | 0 | 600 | |
Other Postretirement Benefit Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net periodic benefit cost | 0 | 0 | |
Defined Benefit Plan, Benefit Obligation | $ 5,000 | ||
Northern Tier Energy LP [Member] | |||
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (100) | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (200) | ||
Northern Tier Energy LP [Member] | Pension Plan, Defined Benefit [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net periodic benefit cost | $ 0 | $ 600 |
Retirement Plans (NTI) (Details
Retirement Plans (NTI) (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2017USD ($)plan | Mar. 31, 2016USD ($) | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Contribution Plan, Cost Recognized | $ 6.2 | $ 4.6 |
Northern Tier Energy LP [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Contribution Plan, Number Of Plans | plan | 1 | |
Other Postretirement Benefit Plan [Member] | Northern Tier Energy LP [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 175.00% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 6.00% | |
Defined Contribution Plan, Cost Recognized | $ 2.4 | 2.6 |
Pension Plan, Defined Benefit [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Net periodic benefit cost | $ 0 | 0.6 |
Pension Plan, Defined Benefit [Member] | Northern Tier Energy LP [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan Contributions By Employer Percentage Of Annual Compensation | 5.00% | |
Us Treasury Bond Maturity Term Used To Determine Employer Contributions | 30 years | |
Deferred Compensation Arrangement with Individual, Requisite Service Period | 3 years | |
Net periodic benefit cost | $ 0 | $ 0.6 |
(Risk Management) (Details)
(Risk Management) (Details) - Distillate Crack Spread Swaps [Member] | 3 Months Ended |
Mar. 31, 2017$ / Incident | |
Minimum [Member] | |
Derivative [Line Items] | |
Underlying, Derivative Volume | 15.18 |
Maximum [Member] | |
Derivative [Line Items] | |
Underlying, Derivative Volume | 16.67 |
Crude Oil and Refined Product95
Crude Oil and Refined Product Risk Management (Economic Hedging Activity) (Details) bbl in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017USD ($)bbl | Mar. 31, 2016USD ($)bbl | Dec. 31, 2016USD ($) | |
Derivative [Line Items] | |||
Realized Investment Gains (Losses) | $ | $ 39,787 | $ 17,803 | |
Unrealized Gain (Loss) on Derivatives and Commodity Contracts | $ | (4,452) | (12,483) | |
Derivative, Gain (Loss) on Derivative, Net | $ | 35,335 | $ 5,320 | |
Derivative Asset | $ | $ 2,059 | ||
Derivative Liability | $ | $ (2,393) | ||
Not Designated as Hedging Instrument [Member] | Long [Member] | |||
Derivative [Line Items] | |||
Derivative, Nonmonetary Notional Amount, Volume | bbl | (2,697) | ||
Not Designated as Hedging Instrument [Member] | Short [Member] | |||
Derivative [Line Items] | |||
Derivative, Nonmonetary Notional Amount, Volume | bbl | (6,211) | ||
Crude Oil [Member] | Not Designated as Hedging Instrument [Member] | Long [Member] | Swap [Member] | |||
Derivative [Line Items] | |||
Derivative, Nonmonetary Notional Amount, Volume | bbl | (1,369) | (2,124) | |
Crude Oil [Member] | Not Designated as Hedging Instrument [Member] | Short [Member] | Future [Member] | |||
Derivative [Line Items] | |||
Derivative, Nonmonetary Notional Amount, Volume | bbl | (1,647) | (1,703) | |
Fuel [Member] | Not Designated as Hedging Instrument [Member] | Short [Member] | Swap [Member] | |||
Derivative [Line Items] | |||
Derivative, Nonmonetary Notional Amount, Volume | bbl | (2,419) | (6,632) |
Crude Oil and Refined Product96
Crude Oil and Refined Product Risk Management (Derivative Instrument by Balance Sheet Location) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Derivatives, Fair Value [Line Items] | ||
Derivative Asset | $ 2,059 | |
Derivative Liability | $ (2,393) | |
Commodity Contract [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | (2,393) | 2,059 |
Commodity Contract [Member] | Fair Value, Measurements, Recurring [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset | (2,393) | 2,059 |
Derivative Liability, Fair Value, Gross Asset and Right to Reclaim Cash, Offset | 0 | 0 |
Commodity Contract [Member] | Fair Value, Measurements, Recurring [Member] | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 9,412 | 18,929 |
Derivative Asset, Fair Value, Gross Liability and Obligation to Return Cash, Offset | 3,588 | 5,280 |
Derivative Asset | 5,824 | 13,649 |
Commodity Contract [Member] | Fair Value, Measurements, Recurring [Member] | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 1,251 | 677 |
Derivative Asset, Fair Value, Gross Liability and Obligation to Return Cash, Offset | 101 | 669 |
Derivative Asset | 1,150 | 8 |
Commodity Contract [Member] | Fair Value, Measurements, Recurring [Member] | Accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 13,044 | 17,547 |
Derivative Liability, Fair Value, Gross Asset and Right to Reclaim Cash, Offset | (3,677) | (6,720) |
Derivative Liability | (9,367) | (10,827) |
Commodity Contract [Member] | Fair Value, Measurements, Recurring [Member] | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 12 | 0 |
Derivative Liability, Fair Value, Gross Asset and Right to Reclaim Cash, Offset | (12) | (771) |
Derivative Liability | $ 0 | $ (771) |
Crude Oil and Refined Product97
Crude Oil and Refined Product Risk Management (Notional Volume of Outstanding Contracts) (Details) - Not Designated as Hedging Instrument [Member] - bbl bbl in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Short [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 6,211 | |
Long [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 2,697 | |
Inventory Positions - Crude Oil - Differential Swaps - Current Fiscal Year [Member] | Long [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 1,369 | |
Inventory Positions - Crude Oil - Differential Swaps - Year Two [Member] | Long [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 0 | |
Inventory Positions - Crude Oil - Futures - Current Fiscal Year [Member] | Short [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 1,647 | |
Inventory Positions - Crude Oil - Futures - Year Two [Member] | Short [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 0 | |
Inventory Positions - Refined Products - Futures & Swaps - Current Fiscal Year [Member] | Short [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 1,214 | |
Inventory Positions - Refined Products - Futures & Swaps - Year Two [Member] | Short [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 0 | |
Inventory Positions - Natural Gas - Futures & Swaps - Current Fiscal Year [Member] | Long [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 221 | |
Inventory Positions - Natural Gas - Futures & Swaps - Year Two [Member] | Long [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 0 | |
Refined Product Positions - Distillate - Crack Spread Swaps - Current Fiscal Year [Member] | Short [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 225 | |
Refined Product Positions - Distillate - Crack Spread Swaps - Year Two [Member] | Short [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 1,200 | |
Inventory Positions - Distillate - Crack Spread Swaps - Current Fiscal Year [Member] | Long [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 225 | |
Inventory Positions - Distillate - Crack Spread Swaps - Year Two [Member] | Short [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 0 | |
Refined Product Positions - Unleaded Gasoline - Crack Spread Swaps - Current Fiscal Year [Member] | Short [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 225 | |
Refined Product Positions - Unleaded Gasoline - Crack Spread Swaps - Year Two [Member] | Short [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 0 |
Crude Oil and Refined Product98
Crude Oil and Refined Product Risk Management (NTI - Notional Amounts & Derivative Maturities) (Details) - Northern Tier Energy LP [Member] bbl in Thousands, MMBTU in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017MMBTUbbl | Dec. 31, 2015MMBTUbbl | |
Crude Oil And Refined Products [Member] | Future [Member] | Long [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 185 | 30 |
Crude Oil And Refined Products [Member] | Future [Member] | Short [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 1,541 | 1,270 |
Crude Oil And Refined Products [Member] | Swap [Member] | Long [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 2,772 | 1,073 |
Crude Oil And Refined Products [Member] | Swap [Member] | Short [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 1,151 | 530 |
Crude Oil And Refined Products [Member] | Forward Contracts [Member] | Long [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 2,090 | 4,382 |
Crude Oil And Refined Products [Member] | Forward Contracts [Member] | Short [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 2,748 | 3,101 |
Natural Gas [Member] | Swap [Member] | Long [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 858 | 1,169 |
Current Fiscal Year [Member] | Crude Oil And Refined Products [Member] | Future [Member] | Long [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 185 | |
Current Fiscal Year [Member] | Crude Oil And Refined Products [Member] | Future [Member] | Short [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 1,541 | |
Current Fiscal Year [Member] | Crude Oil And Refined Products [Member] | Swap [Member] | Long [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 2,772 | |
Current Fiscal Year [Member] | Crude Oil And Refined Products [Member] | Swap [Member] | Short [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 1,151 | |
Current Fiscal Year [Member] | Crude Oil And Refined Products [Member] | Forward Contracts [Member] | Long [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 2,090 | |
Current Fiscal Year [Member] | Crude Oil And Refined Products [Member] | Forward Contracts [Member] | Short [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Volume | 2,748 | |
Current Fiscal Year [Member] | Natural Gas [Member] | Swap [Member] | Long [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 858 |
Crude Oil and Refined Product99
Crude Oil and Refined Product Risk Management (NTI - Fair Value Amounts of Outstanding per Instrument) (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Other current assets | Swap [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Current | $ 1.1 | |
Derivative Liability, Current | 0 | |
Accrued liabilities | Future [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Current | $ 0 | 0.2 |
Derivative Liability, Current | 3.2 | 1.2 |
Northern Tier Energy LP [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Current | 5.6 | 6.3 |
Derivative Liability, Current | 7.9 | 6 |
Derivative, Collateral, Right to Reclaim Cash | 2.6 | 7.6 |
Northern Tier Energy LP [Member] | Other current assets | Swap [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Current | 1.9 | |
Derivative Liability, Current | 0 | |
Northern Tier Energy LP [Member] | Other current assets | Future [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Current | 0.7 | 0 |
Derivative Liability, Current | 0 | 0 |
Northern Tier Energy LP [Member] | Other current assets | Forward Contracts [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Current | 5 | 5.2 |
Derivative Liability, Current | 0 | 0 |
Northern Tier Energy LP [Member] | Accrued liabilities | Swap [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Current | 0 | 0.1 |
Derivative Liability, Current | 1.8 | 0.4 |
Northern Tier Energy LP [Member] | Accrued liabilities | Forward Contracts [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Current | 0 | 0 |
Derivative Liability, Current | 7.3 | 4.7 |
Northern Tier Energy LP [Member] | Assets [Member] | ||
Derivative [Line Items] | ||
Derivative Asset, Current | 7.6 | 6.6 |
Northern Tier Energy LP [Member] | Liability [Member] | ||
Derivative [Line Items] | ||
Derivative Liability, Current | $ 12.3 | $ 6.3 |
Crude Oil and Refined Produc100
Crude Oil and Refined Product Risk Management (NTI - Recognized Gain & Loss on Derivatives) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | $ 35,335 | $ 5,320 |
Northern Tier Energy LP [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Unrealized Gain (Loss) on Derivatives | (5,100) | 3,700 |
Gain (Loss) on Sale of Derivatives | 13,500 | (4,400) |
Derivative, Gain (Loss) on Derivative, Net | 8,400 | (700) |
Northern Tier Energy LP [Member] | Cost of Sales [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | 8,800 | (100) |
Northern Tier Energy LP [Member] | Operating Expense [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | $ (400) | $ (600) |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - Northern Tier Energy LP [Member] - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Guarantor Obligations [Line Items] | ||||
Asset Retirement Obligation | $ 2.5 | $ 2.4 | $ 2.4 | $ 2.4 |
Cost of Services, Environmental Remediation | 0 | 0.1 | ||
Asset Retirement Obligation, Accretion Expense | $ 0.1 | $ 0.1 |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock-Based Compensation, Western) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Adjustments to Additional Paid in Capital, Income Tax Deficiency from Share-based Compensation | $ (328) | |
Statutory Blended Tax Rate, Excess Tax Benefit | 38.10% | |
Long Term Incentive Plan, 2006 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 19,856 | |
Incentive Plan of Western Refining, 2010 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 2,336,531 | |
Incentive Plans of Western Refining, Inc. [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested | $ 2,400 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | 3,200 | |
Incentive Plans of Western Refining, Inc. [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ 2,100 | 1,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Total Weighted Average Grant Date Fair Value | 19,200 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested | 20,800 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 17,100 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 3 months 15 days | |
Adjustments to Additional Paid in Capital, Income Tax Deficiency from Share-based Compensation | $ (300) | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 658,506 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 123,570 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (187,758) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 594,318 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 32.25 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | 35.24 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | 34.11 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 32.28 | |
Minimum [Member] | Incentive Plans of Western Refining, Inc. [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 year | |
Maximum [Member] | Incentive Plans of Western Refining, Inc. [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years |
Stock-Based Compensation (St103
Stock-Based Compensation (Stock-Based Compensation, NTI) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
NTI 2012 LTIP [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ 4.6 | |
NTI 2012 LTIP [Member] | Phantom Share Units (PSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 448,043 | |
Allocated Share-based Compensation Expense | $ 3 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Total Weighted Average Grant Date Fair Value | 7.3 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested | 12.6 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 4.6 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 5 months 30 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 662,372 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 298,744 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (10,858) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 352,770 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 20.25 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | 20.25 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | 20.25 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 20.25 | |
Incentive Plans of Western Refining, Inc. [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | 3.2 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested | $ 2.4 |
Stock-Based Compensation (St104
Stock-Based Compensation (Stock-Based Compensation, WNRL) (Details) - WNRL 2013 LTIP [Member] - Phantom Share Units (PSUs) [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 4,075,073 | |
Allocated Share-based Compensation Expense | $ 0.6 | $ 0.5 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Total Weighted Average Grant Date Fair Value | 6.6 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested | 6.4 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 6.2 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 3 months 26 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 285,155 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 52,654 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (86,012) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 251,797 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 26.42 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | 24.70 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | 26.45 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 26.05 |
Stock-Based Compensation (St105
Stock-Based Compensation (Stock-Based Compensation, NTI Information) (Details) - Northern Tier Energy LP [Member] - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Granted, Value, Share-based Compensation, Net of Forfeitures | $ 3 | $ 4.6 | |
Long Term Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Deferred Compensation Arrangement with Individual, Common Stock Reserved for Future Issuance | 400,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 400,000 | ||
Deferred Compensation Cash-based Arrangements, Liability, Current and Noncurrent | $ 11 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 8 | $ 8.6 | |
Phantom Unit Award with Service-only Conditions [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 0 | 581,900 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years |
Stock-Based Compensation (St106
Stock-Based Compensation (Stock-Based Compensation, NTI Restricted Common Units) (Details) - Northern Tier Energy LP [Member] - Restricted Stock [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 191,500 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (12,300) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 34,500 | |
Share-based Compensation Arrangement by Share-based Payment Award, Other Share Increase (Decrease) | (144,700) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 24.75 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | 25.57 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | 26.83 | |
Weighted Average Grant Date Fair Value, Equity Awards Other Than Options, Canceled Due to Merger | 24.18 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 0 years | 1 year |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Canceled, Weighted Average Remaining Contractual Terms | 6 months |
Stock-Based Compensation (St107
Stock-Based Compensation (Stock-Based Compensation, NTI Phantom Common Units) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017USD ($)criteria$ / sharesshares | Dec. 31, 2015 | Dec. 31, 2016USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Other liabilities | $ | $ 89,682 | $ 93,136 | |
Northern Tier Energy LP [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Other liabilities | $ | $ 30,000 | $ 28,600 | |
Northern Tier Energy LP [Member] | Western Refining Phantom Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Conversion Ratio | 1.0323 | ||
Northern Tier Energy LP [Member] | Phantom Unit Award with Service-only Conditions [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity Awards Canceled Due to Business Combination | (677,200) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 581,900 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 381,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Other Share Increase (Decrease) | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (16,500) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (269,200) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 0 | ||
Northern Tier Energy LP [Member] | Western Phantom Unit Award with Service-only Conditions [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 800,000 | ||
Northern Tier Energy LP [Member] | Phantom Awards with Performance or Market Conditions [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of criteria in a performance-based equity award | criteria | 2 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 6,700,000 | ||
Northern Tier Energy LP [Member] | Pre-Merger Period, Service Based Cash Denominated Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity Awards Canceled Due to Business Combination | (635,200) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 260,700 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 163,600 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Other Share Increase (Decrease) | 231,800 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (19,100) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (1,800) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Cash Denominated Award Rate | $ / shares | $ 21.1049 | ||
Northern Tier Energy LP [Member] | Pre-Merger Period, Service Based Cash Denominated Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 10 months 6 days | ||
Other liabilities | $ | $ 4,300 | ||
Northern Tier Energy LP [Member] | Phantom Share Units (PSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity Awards Canceled Due to Business Combination | (1,312,400) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 842,600 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 544,600 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Other Share Increase (Decrease) | 231,800 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (35,600) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (271,000) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares | $ 24 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | 25.87 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Other Share Increase (Decrease) in Period, Weighted Average Exercise Price | $ / shares | 27.82 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ / shares | 25.36 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares | 24.10 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 0 years | 1 year 6 months | |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Grants In Period Weighted Average Remaining Contractual Terms | 2 years 6 months | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Incremental Performance Units, Weighted Average Remaining Contractual Terms | 2 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Canceled, Weighted Average Remaining Contractual Terms | 2 years | ||
Share Based Compensation Cancellation Due to Business Combination Weighted Average Grant Date Fair Value | $ / shares | $ 25.45 | ||
Minimum [Member] | Northern Tier Energy LP [Member] | Phantom Awards with Performance or Market Conditions [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Safety Multiple on Performance Awards | 85.00% | ||
Minimum [Member] | Northern Tier Energy LP [Member] | Pre-Merger Period, Service Based Cash Denominated Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Forfeiture Rate | 5.00% | ||
Maximum [Member] | Northern Tier Energy LP [Member] | Western Phantom Unit Award with Service-only Conditions [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Forfeiture Rate | 30.00% | ||
Maximum [Member] | Northern Tier Energy LP [Member] | Phantom Awards with Performance or Market Conditions [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Safety Multiple on Performance Awards | 115.00% | ||
Maximum [Member] | Northern Tier Energy LP [Member] | Pre-Merger Period, Service Based Cash Denominated Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Forfeiture Rate | 20.00% |
Earnings per Share (Schedule of
Earnings per Share (Schedule of Earnings per Share, Basic) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share, Basic [Abstract] | ||
Net income attributable to Western Refining, Inc. | $ 11,568 | $ 30,538 |
Distributed Earnings | 42,543 | 35,601 |
Undistributed Earnings, Basic | $ (30,975) | $ (5,063) |
Weighted Average Number of Shares Outstanding, Basic | 108,669 | 92,078 |
Earnings Per Share, Basic, Distributed | $ 0.39 | $ 0.39 |
Earnings Per Share, Basic, Undistributed | (0.29) | (0.05) |
Earnings Per Share, Basic | $ 0.10 | $ 0.34 |
Earnings per Share (Schedule109
Earnings per Share (Schedule of Earnings per Share, Diluted) (Details) - $ / shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Weighted Average Number of Shares Outstanding, Diluted | 109,155 | 92,144 |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 486 | 66 |
Earnings Per Share, Diluted | $ 0.10 | $ 0.33 |
Cash Flows (WNR) (Details)
Cash Flows (WNR) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |||
Income taxes paid | $ 9,130 | $ 11,215 | |
Interest paid, excluding amounts capitalized | 26,811 | 20,676 | |
Assets acquired through capital lease obligations | 12,089 | 328 | |
Accrued capital expenditures | 24,321 | 46,045 | |
Transfer of capital spares from fixed assets to other assets | 0 | $ 699 | |
Distributions receivable from equity method investee | $ 0 | $ 3,964 |
Cash Flows (NTI) (Details)
Cash Flows (NTI) (Details) - USD ($) $ in Thousands | Sep. 14, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Other Significant Noncash Transactions [Line Items] | |||
Interest paid, excluding amounts capitalized | $ 26,811 | $ 20,676 | |
Accrued capital expenditures | 24,321 | 46,045 | |
Northern Tier Energy LP [Member] | |||
Other Significant Noncash Transactions [Line Items] | |||
Interest paid, excluding amounts capitalized | 800 | 800 | |
Income Taxes Paid | 4,700 | 0 | |
Accrued capital expenditures | 6,200 | 14,500 | |
Property Plant And Equipment Recognized Additions Resulting From Capital Lease | 12,100 | 300 | |
Change in accrued distributions on participating equity awards | $ 0 | $ (4,000) | |
St. Paul Park Logistics Assets [Member] | Western Refining Logistics, LP [Member] | |||
Other Significant Noncash Transactions [Line Items] | |||
Book value of assets sold | $ 48,700 |
Leases and Other Commitments (D
Leases and Other Commitments (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Other Commitments [Line Items] | |||
Capital Leased Assets, Number of Units | 47 | ||
Description of Lessee Leasing Arrangements, Capital Leases | 20 | ||
Capital Lease Obligations, Current | $ 1,300 | $ 1,300 | |
Lease financing obligations | 65,854 | 54,163 | |
Deferred Gain on Sale of Property | 200 | ||
Capital Leases, Future Minimum Payments, Annual, Due in Next Five Years | 7,000 | ||
Operating Leases, Rent Expense, Net | 17,600 | $ 17,700 | |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
Remaining 2,017 | 4,976 | ||
2,017 | 6,722 | ||
2,018 | 6,854 | ||
2,019 | 7,067 | ||
2,020 | 7,238 | ||
2021 and thereafter | 90,932 | ||
Total minimum lease payments | 123,789 | ||
Less amount that represents interest | 56,876 | $ 40,000 | |
Present value of net minimum capital lease payments | 66,913 | ||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
Remaining 2,016 | 40,747 | ||
2,017 | 52,509 | ||
2,018 | 47,269 | ||
2,019 | 42,420 | ||
2,020 | 43,284 | ||
2021 and thereafter | 305,646 | ||
Operating Leases, Future Minimum Payments Due | $ 531,875 | ||
El Paso Office Building [Member] | |||
Other Commitments [Line Items] | |||
Description of Lessee Leasing Arrangements, Operating Leases | 10 | ||
Office Building, Tempe [Member] | |||
Other Commitments [Line Items] | |||
Description of Lessee Leasing Arrangements, Operating Leases | 11 | ||
Sulfuric Acid Regeneration Units [Member] | |||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
Operating Leases, Future Minimum Payments Due | $ 15,700 | ||
Minimum [Member] | |||
Other Commitments [Line Items] | |||
Discount Rate, Capital Leases | 5.00% | ||
Maximum [Member] | |||
Other Commitments [Line Items] | |||
Discount Rate, Capital Leases | 16.66% |
Contingencies (WNR) (Details)
Contingencies (WNR) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | 33 Months Ended | 60 Months Ended | |||
May 31, 2000 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2016 | |
Loss Contingencies [Line Items] | ||||||||
Accrual for Environmental Loss Contingencies | $ 12,800 | $ 13,800 | ||||||
Cost of products sold (exclusive of depreciation and amortization) | 1,914,008 | $ 1,047,361 | ||||||
Northern Tier Energy LP [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Accrual for Environmental Loss Contingencies | $ 2,500 | 3,400 | ||||||
Accrual for Environmental Loss Contingencies, Discount Rate | 2.78% | |||||||
Northern Tier Energy LP [Member] | Environmental Issue [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Accrual for Environmental Loss Contingencies | $ 2,500 | 3,400 | ||||||
Loss Contingency, Receivable | 100 | 100 | ||||||
Accrual for Environmental Loss Contingencies, Discount | $ 2,300 | $ 2,500 | ||||||
Fair Value Assumptions, Expected Term | 21 years | |||||||
Effect on Future Cash Flows, Amount | $ 2,900 | |||||||
Accrual for Environmental Loss Contingencies, Discount Rate | 2.78% | |||||||
Renewable Identification Number [Member] | Environmental Issue [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Cost of products sold (exclusive of depreciation and amortization) | $ 21,600 | $ 19,100 | ||||||
Four Corners Refineries [Member] | Four Corners 2005 Consent Agreements [Member] | Environmental Issue [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss Contingency, Loss in Period | 100 | $ 100 | $ 1,900 | $ 50,800 | ||||
Litigation Settlement, Amount | $ 2,700 | |||||||
Four Corners Refineries [Member] | Gallup 2017 EPA RCRA Order [Member] | Environmental Issue [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Accrual for Environmental Loss Contingencies | 100 | |||||||
El Paso Facility [Member] | Texas Natural Resources Conservation Commision [Member] | Environmental Issue [Member] | Maximum [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Accrual for Environmental Loss Contingencies | $ 6,500 | |||||||
Loss Contingency, Third Party Obligation After Threshold, Percentage | 60.00% | |||||||
Loss Contingency, Estimated Recovery from Third Party After Threshold, Amount | $ 20,000 |
Contingencies (NTI) (Details)
Contingencies (NTI) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Loss Contingencies [Line Items] | |||
Accrual for Environmental Loss Contingencies | $ 12.8 | $ 13.8 | |
Northern Tier Energy LP [Member] | |||
Loss Contingencies [Line Items] | |||
Accrual for Environmental Loss Contingencies | $ 2.5 | 3.4 | |
Period Of Remediation Liabilities | 21 years | ||
Accrual for Environmental Loss Contingencies, Gross | $ 2.9 | ||
Accrual for Environmental Loss Contingencies, Discount Rate | 2.78% | ||
Receivables For Recoverable Costs | $ 0.1 | ||
Super America Franchising Company [Member] | |||
Loss Contingencies [Line Items] | |||
Standard License Term Of Franchise Store Agreements | 10 years | ||
Groundwater Contamination [Member] | Northern Tier Energy LP [Member] | |||
Loss Contingencies [Line Items] | |||
Carrying Value of Loss Contingencies Recorded on a Discounted Basis | $ 2.3 | 2.5 | |
Wastewater Lagoon [Member] | Northern Tier Energy LP [Member] | |||
Loss Contingencies [Line Items] | |||
Accrual for Environmental Loss Contingencies | 0.1 | $ 0.9 | |
Litigation Settlement, Amount | $ 3.5 | ||
Minimum [Member] | Settled Litigation [Member] | Telephone Consumer Protection Act [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Estimate of Possible Loss | 2.2 | ||
Maximum [Member] | Settled Litigation [Member] | Telephone Consumer Protection Act [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Estimate of Possible Loss | $ 3.5 |
Related Party Transactions (WNR
Related Party Transactions (WNR Related Party Transactions) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Northern Tier Energy LP [Member] | Minnesota Pipe Line Company [Member] | ||
Related Party Transaction [Line Items] | ||
Gas Gathering, Transportation, Marketing and Processing Costs | $ 16,900 | $ 14,000 |
El Paso Office Building [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Expenses from Transactions with Related Party | $ 200 | |
Operating Leases, Rent Expense | $ 60 |
Related Party Transactions (NTI
Related Party Transactions (NTI Related Party Transactions) (Details) bbl in Millions, $ in Millions | Sep. 14, 2016USD ($) | Mar. 31, 2017USD ($)mibbl | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) |
Northern Tier Energy LP [Member] | ||||
Related Party Transaction [Line Items] | ||||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 100.00% | |||
Northern Tier Energy LP [Member] | Western Refining, Inc. [Member] | Sale Of Asphalt [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Amounts of Transaction | $ 4.4 | $ 8.7 | ||
Northern Tier Energy LP [Member] | Western Refining, Inc. [Member] | Sublease of Rail Cars [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Amounts of Transaction | 0.1 | 0.1 | ||
Northern Tier Energy LP [Member] | Western Refining, Inc. [Member] | shared service [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Amounts of Transaction | (1.6) | 0.8 | ||
Northern Tier Energy LP [Member] | Western Refining, Inc. [Member] | Leasing Arrangement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Amounts of Transaction | 0.4 | 0 | ||
Northern Tier Energy LP [Member] | Western Refining Logistics, LP [Member] | shared service [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Amounts of Transaction | 0.2 | 0.1 | ||
Northern Tier Energy LP [Member] | Western Refining Logistics, LP [Member] | Tank and Terminal Service Fees [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Amounts of Transaction | $ 11.8 | 0 | ||
Northern Tier Energy LP [Member] | Investor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 100.00% | |||
Northern Tier Energy LP [Member] | Minnesota Pipe Line Company, LLC [Member] | Crude Transportation Costs [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Amounts of Transaction | $ 16.9 | $ 14 | ||
MPL Investments Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 17.00% | |||
Accounts Payable [Member] | Northern Tier Energy LP [Member] | Western Refining Logistics, LP [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to Affiliate | $ (1.5) | $ (2) | ||
Accounts Payable [Member] | Northern Tier Energy LP [Member] | Minnesota Pipe Line Company, LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to Affiliate | (1.3) | (1.5) | ||
Accounts Receivable [Member] | Northern Tier Energy LP [Member] | Western Refining, Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due from Affiliates | $ 9.2 | $ 3.7 | ||
St. Paul Park Logistics Assets [Member] | Northern Tier Energy LP [Member] | ||||
Related Party Transaction [Line Items] | ||||
Pipeline, Miles | mi | 2.5 | |||
St. Paul Park Logistics Assets [Member] | Western Refining Logistics, LP [Member] | ||||
Related Party Transaction [Line Items] | ||||
Book value of assets sold | $ 48.7 | |||
Crude Oil Storage Tanks [Member] | St. Paul Park Logistics Assets [Member] | Northern Tier Energy LP [Member] | ||||
Related Party Transaction [Line Items] | ||||
Active Storage Capacity | bbl | 4 | |||
Restricted cash [Member] | St. Paul Park Logistics Assets [Member] | Western Refining Logistics, LP [Member] | ||||
Related Party Transaction [Line Items] | ||||
Other Significant Noncash Transaction, Value of Consideration Received | $ 195 | |||
Common Units [Member] | Northern Tier Energy LP [Member] | ||||
Related Party Transaction [Line Items] | ||||
Offering costs for issuance of WNRL common units | $ 146.3 |
Condensed Consolidating Fina117
Condensed Consolidating Financial Information (Consolidation Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Investment in subsidiaries | $ 0 | $ 0 | |
Equity - Western | $ 1,663,116 | 1,696,860 | |
Western Refining Logistics GP, LLC [Member] | |||
Segment Reporting Information [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 100.00% | ||
Western Refining Logistics, LP [Member] | |||
Segment Reporting Information [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 52.50% | ||
Northern Tier Energy LP [Member] | |||
Segment Reporting Information [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 100.00% | 38.30% | |
Equity - Western | $ 471,900 | 461,600 | |
Reportable Legal Entities [Member] | Parent Company [Member] | |||
Segment Reporting Information [Line Items] | |||
Investment in subsidiaries | 5,376,847 | 5,348,171 | |
Equity - Western | 1,663,116 | 1,696,860 | |
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | |||
Segment Reporting Information [Line Items] | |||
Investment in subsidiaries | 0 | 0 | |
Equity - Western | $ 3,315,800 | $ 3,291,592 |
Condensed Consolidating Fina118
Condensed Consolidating Financial Information (Condensed Consolidating Balance Sheets) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||||
Cash and cash equivalents | $ 160,027 | $ 268,581 | $ 593,101 | $ 772,502 |
Accounts receivable, trade, net of a reserve for doubtful accounts | 405,699 | 423,171 | ||
Accounts receivable, affiliate | 0 | 0 | ||
Inventories | 828,974 | 771,989 | ||
Prepaid expenses | 98,431 | 95,355 | ||
Other current assets | 109,922 | 113,421 | ||
Total current assets | 1,603,053 | 1,672,517 | ||
Assets, Noncurrent [Abstract] | ||||
Equity method investment | 104,303 | 102,685 | ||
Property, plant and equipment, net | 2,362,391 | 2,364,482 | ||
Goodwill | 1,289,443 | 1,289,443 | ||
Intangible assets, net (WNRL: $0 and $7,757, respectively) | 83,151 | 83,812 | ||
Investment in subsidiaries | 0 | 0 | ||
Due from affiliate | 0 | 0 | ||
Other assets, net | 44,296 | 47,458 | ||
Total assets | 5,486,637 | 5,560,397 | 5,753,762 | |
Current liabilities: | ||||
Accounts payable, trade | 678,649 | 753,933 | ||
Accounts payable, affiliate | 0 | 0 | ||
Accrued liabilities | 206,091 | 219,607 | ||
Current portion of long-term debt | 10,500 | 10,500 | ||
Total current liabilities | 895,240 | 984,040 | ||
Long-term liabilities: | ||||
Long-term debt, less current portion | 1,892,725 | 1,871,805 | ||
Due to affiliate | 0 | 0 | ||
Lease financing obligations | 65,854 | 54,163 | ||
Deferred income tax liability, net | 283,217 | 260,293 | ||
Deficit in subsidiaries | 0 | 0 | ||
Other liabilities | 89,682 | 93,136 | ||
Total long-term liabilities | 2,331,478 | 2,279,397 | ||
Equity [Abstract] | ||||
Equity - Western | 1,663,116 | 1,696,860 | ||
Non-controlling interests | 596,803 | 600,100 | ||
Total equity | 2,259,919 | 2,296,960 | 2,850,800 | 2,945,906 |
Total liabilities and equity | 5,486,637 | 5,560,397 | ||
Consolidation, Eliminations [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, trade, net of a reserve for doubtful accounts | 0 | 0 | ||
Accounts receivable, affiliate | (101,680) | (93,328) | ||
Inventories | 0 | 0 | ||
Prepaid expenses | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Total current assets | (101,680) | (93,328) | ||
Assets, Noncurrent [Abstract] | ||||
Equity method investment | 0 | 0 | ||
Property, plant and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net (WNRL: $0 and $7,757, respectively) | 0 | 0 | ||
Investment in subsidiaries | (5,376,847) | (5,348,171) | ||
Due from affiliate | (2,491,810) | (2,443,306) | ||
Other assets, net | 0 | 0 | ||
Total assets | (7,970,337) | (7,884,805) | ||
Current liabilities: | ||||
Accounts payable, trade | 0 | 0 | ||
Accounts payable, affiliate | (101,680) | (93,328) | ||
Accrued liabilities | 0 | 0 | ||
Current portion of long-term debt | 0 | 0 | ||
Total current liabilities | (101,680) | (93,328) | ||
Long-term liabilities: | ||||
Long-term debt, less current portion | 0 | 0 | ||
Due to affiliate | (2,491,810) | (2,443,306) | ||
Lease financing obligations | 0 | 0 | ||
Deferred income tax liability, net | 0 | 0 | ||
Deficit in subsidiaries | (507,474) | (501,776) | ||
Other liabilities | 0 | 0 | ||
Total long-term liabilities | (2,999,284) | (2,945,082) | ||
Equity [Abstract] | ||||
Equity - Western | (4,869,373) | (4,846,395) | ||
Non-controlling interests | 0 | 0 | ||
Total equity | (4,869,373) | (4,846,395) | ||
Total liabilities and equity | (7,970,337) | (7,884,805) | ||
Parent Company [Member] | Reportable Legal Entities [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 21 | 21 | 21 |
Accounts receivable, trade, net of a reserve for doubtful accounts | 0 | 0 | ||
Accounts receivable, affiliate | 18,985 | 16,832 | ||
Inventories | 0 | 0 | ||
Prepaid expenses | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Total current assets | 18,985 | 16,853 | ||
Assets, Noncurrent [Abstract] | ||||
Equity method investment | 0 | 0 | ||
Property, plant and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net (WNRL: $0 and $7,757, respectively) | 0 | 0 | ||
Investment in subsidiaries | 5,376,847 | 5,348,171 | ||
Due from affiliate | 0 | 0 | ||
Other assets, net | 0 | 0 | ||
Total assets | 5,395,832 | 5,365,024 | ||
Current liabilities: | ||||
Accounts payable, trade | 10,938 | 0 | ||
Accounts payable, affiliate | 0 | 0 | ||
Accrued liabilities | 11,113 | 5,655 | ||
Current portion of long-term debt | 10,500 | 10,500 | ||
Total current liabilities | 32,551 | 16,155 | ||
Long-term liabilities: | ||||
Long-term debt, less current portion | 1,208,355 | 1,208,703 | ||
Due to affiliate | 2,491,810 | 2,443,306 | ||
Lease financing obligations | 0 | 0 | ||
Deferred income tax liability, net | 0 | 0 | ||
Deficit in subsidiaries | 0 | 0 | ||
Other liabilities | 0 | 0 | ||
Total long-term liabilities | 3,700,165 | 3,652,009 | ||
Equity [Abstract] | ||||
Equity - Western | 1,663,116 | 1,696,860 | ||
Non-controlling interests | 0 | 0 | ||
Total equity | 1,663,116 | 1,696,860 | ||
Total liabilities and equity | 5,395,832 | 5,365,024 | ||
Guarantor Subsidiaries [Member] | Reportable Legal Entities [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 130,908 | 224,431 | 529,460 | 656,966 |
Accounts receivable, trade, net of a reserve for doubtful accounts | 124,847 | 117,007 | ||
Accounts receivable, affiliate | 73,701 | 72,760 | ||
Inventories | 469,912 | 448,012 | ||
Prepaid expenses | 81,179 | 80,199 | ||
Other current assets | 75,701 | 74,832 | ||
Total current assets | 956,248 | 1,017,241 | ||
Assets, Noncurrent [Abstract] | ||||
Equity method investment | 0 | 0 | ||
Property, plant and equipment, net | 1,111,361 | 1,117,958 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net (WNRL: $0 and $7,757, respectively) | 31,070 | 31,516 | ||
Investment in subsidiaries | 0 | 0 | ||
Due from affiliate | 2,491,810 | 2,443,306 | ||
Other assets, net | 26,687 | 27,425 | ||
Total assets | 4,617,176 | 4,637,446 | ||
Current liabilities: | ||||
Accounts payable, trade | 318,568 | 372,570 | ||
Accounts payable, affiliate | 0 | 0 | ||
Accrued liabilities | 111,897 | 124,628 | ||
Current portion of long-term debt | 0 | 0 | ||
Total current liabilities | 430,465 | 497,198 | ||
Long-term liabilities: | ||||
Long-term debt, less current portion | 0 | 0 | ||
Due to affiliate | 0 | 0 | ||
Lease financing obligations | 44,666 | 45,007 | ||
Deferred income tax liability, net | 244,808 | 222,372 | ||
Deficit in subsidiaries | 507,474 | 501,776 | ||
Other liabilities | 73,963 | 79,501 | ||
Total long-term liabilities | 870,911 | 848,656 | ||
Equity [Abstract] | ||||
Equity - Western | 3,315,800 | 3,291,592 | ||
Non-controlling interests | 0 | 0 | ||
Total equity | 3,315,800 | 3,291,592 | ||
Total liabilities and equity | 4,617,176 | 4,637,446 | ||
Non-Guarantor Subsidiaries [Member] | Reportable Legal Entities [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 29,119 | 44,129 | $ 63,620 | $ 115,515 |
Accounts receivable, trade, net of a reserve for doubtful accounts | 280,852 | 306,164 | ||
Accounts receivable, affiliate | 8,994 | 3,736 | ||
Inventories | 359,062 | 323,977 | ||
Prepaid expenses | 17,252 | 15,156 | ||
Other current assets | 34,221 | 38,589 | ||
Total current assets | 729,500 | 731,751 | ||
Assets, Noncurrent [Abstract] | ||||
Equity method investment | 104,303 | 102,685 | ||
Property, plant and equipment, net | 1,251,030 | 1,246,524 | ||
Goodwill | 1,289,443 | 1,289,443 | ||
Intangible assets, net (WNRL: $0 and $7,757, respectively) | 52,081 | 52,296 | ||
Investment in subsidiaries | 0 | 0 | ||
Due from affiliate | 0 | 0 | ||
Other assets, net | 17,609 | 20,033 | ||
Total assets | 3,443,966 | 3,442,732 | ||
Current liabilities: | ||||
Accounts payable, trade | 349,143 | 381,363 | ||
Accounts payable, affiliate | 101,680 | 93,328 | ||
Accrued liabilities | 83,081 | 89,324 | ||
Current portion of long-term debt | 0 | 0 | ||
Total current liabilities | 533,904 | 564,015 | ||
Long-term liabilities: | ||||
Long-term debt, less current portion | 684,370 | 663,102 | ||
Due to affiliate | 0 | 0 | ||
Lease financing obligations | 21,188 | 9,156 | ||
Deferred income tax liability, net | 38,409 | 37,921 | ||
Deficit in subsidiaries | 0 | 0 | ||
Other liabilities | 15,719 | 13,635 | ||
Total long-term liabilities | 759,686 | 723,814 | ||
Equity [Abstract] | ||||
Equity - Western | 1,553,573 | 1,554,803 | ||
Non-controlling interests | 596,803 | 600,100 | ||
Total equity | 2,150,376 | 2,154,903 | ||
Total liabilities and equity | $ 3,443,966 | $ 3,442,732 |
Condensed Consolidating Fina119
Condensed Consolidating Financial Information (Condensed Consolidating Income Statement) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net sales | $ 2,328,532 | $ 1,455,504 |
Operating costs and expenses: | ||
Cost of products sold (exclusive of depreciation and amortization) | 1,914,008 | 1,047,361 |
Direct operating expenses (exclusive of depreciation and amortization) | 231,801 | 223,585 |
Selling, general and administrative expenses | 58,641 | 53,285 |
Merger-related expenses | 11,297 | 408 |
Gain on disposal of assets, net | (459) | (130) |
Maintenance turnaround expense | 3,314 | 125 |
Depreciation and amortization | 56,804 | 52,651 |
Total operating costs and expenses | 2,275,406 | 1,377,285 |
Operating income | 53,126 | 78,219 |
Income (Loss) from Equity Method Investments | 0 | 0 |
Other income (expense): | ||
Interest income | 108 | 164 |
Interest and debt expense | (33,735) | (26,681) |
Other, net | 6,941 | 6,512 |
Income before income taxes | 26,440 | 58,214 |
Provision for income taxes | (5,444) | (18,629) |
Net income | 20,996 | 39,585 |
Less net income attributable to non-controlling interests | 9,428 | 9,047 |
Net income attributable to Western Refining, Inc. | 11,568 | 30,538 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 11,524 | 30,538 |
Consolidation, Eliminations [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net sales | (678,912) | (514,548) |
Operating costs and expenses: | ||
Cost of products sold (exclusive of depreciation and amortization) | (678,912) | (514,548) |
Direct operating expenses (exclusive of depreciation and amortization) | 0 | 0 |
Selling, general and administrative expenses | 0 | 0 |
Merger-related expenses | 0 | 0 |
Gain on disposal of assets, net | 0 | 0 |
Maintenance turnaround expense | 0 | 0 |
Depreciation and amortization | 0 | 0 |
Total operating costs and expenses | (678,912) | (514,548) |
Operating income | 0 | 0 |
Income (Loss) from Equity Method Investments | (42,601) | (44,779) |
Other income (expense): | ||
Interest income | 0 | 0 |
Interest and debt expense | 0 | 0 |
Other, net | 0 | 0 |
Income before income taxes | (42,601) | (44,779) |
Provision for income taxes | 0 | 0 |
Net income | (42,601) | (44,779) |
Less net income attributable to non-controlling interests | 0 | 0 |
Net income attributable to Western Refining, Inc. | (42,601) | (44,779) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (42,601) | (44,779) |
Parent Company [Member] | Reportable Legal Entities [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net sales | 0 | 0 |
Operating costs and expenses: | ||
Cost of products sold (exclusive of depreciation and amortization) | 0 | 0 |
Direct operating expenses (exclusive of depreciation and amortization) | 0 | 0 |
Selling, general and administrative expenses | 50 | 46 |
Merger-related expenses | 0 | 0 |
Gain on disposal of assets, net | 0 | 0 |
Maintenance turnaround expense | 0 | 0 |
Depreciation and amortization | 0 | 0 |
Total operating costs and expenses | 50 | 46 |
Operating income | (50) | (46) |
Income (Loss) from Equity Method Investments | 32,143 | 43,725 |
Other income (expense): | ||
Interest income | 0 | 0 |
Interest and debt expense | (20,525) | (13,141) |
Other, net | 0 | 0 |
Income before income taxes | 11,568 | 30,538 |
Provision for income taxes | 0 | 0 |
Net income | 11,568 | 30,538 |
Less net income attributable to non-controlling interests | 0 | 0 |
Net income attributable to Western Refining, Inc. | 11,568 | 30,538 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 11,568 | 30,538 |
Guarantor Subsidiaries [Member] | Reportable Legal Entities [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net sales | 1,693,424 | 1,004,540 |
Operating costs and expenses: | ||
Cost of products sold (exclusive of depreciation and amortization) | 1,488,822 | 798,548 |
Direct operating expenses (exclusive of depreciation and amortization) | 113,516 | 106,540 |
Selling, general and administrative expenses | 32,694 | 24,695 |
Merger-related expenses | 9,772 | 0 |
Gain on disposal of assets, net | (167) | (26) |
Maintenance turnaround expense | 940 | 125 |
Depreciation and amortization | 28,580 | 25,538 |
Total operating costs and expenses | 1,674,157 | 955,420 |
Operating income | 19,267 | 49,120 |
Income (Loss) from Equity Method Investments | 10,458 | 1,054 |
Other income (expense): | ||
Interest income | 74 | 114 |
Interest and debt expense | (826) | (738) |
Other, net | 789 | 1,069 |
Income before income taxes | 29,762 | 50,619 |
Provision for income taxes | (5,554) | (18,368) |
Net income | 24,208 | 32,251 |
Less net income attributable to non-controlling interests | 0 | 0 |
Net income attributable to Western Refining, Inc. | 24,208 | 32,251 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 24,208 | 32,251 |
Non-Guarantor Subsidiaries [Member] | Reportable Legal Entities [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net sales | 1,314,020 | 965,512 |
Operating costs and expenses: | ||
Cost of products sold (exclusive of depreciation and amortization) | 1,104,098 | 763,361 |
Direct operating expenses (exclusive of depreciation and amortization) | 118,285 | 117,045 |
Selling, general and administrative expenses | 25,897 | 28,544 |
Merger-related expenses | 1,525 | 408 |
Gain on disposal of assets, net | (292) | (104) |
Maintenance turnaround expense | 2,374 | 0 |
Depreciation and amortization | 28,224 | 27,113 |
Total operating costs and expenses | 1,280,111 | 936,367 |
Operating income | 33,909 | 29,145 |
Income (Loss) from Equity Method Investments | 0 | 0 |
Other income (expense): | ||
Interest income | 34 | 50 |
Interest and debt expense | (12,384) | (12,802) |
Other, net | 6,152 | 5,443 |
Income before income taxes | 27,711 | 21,836 |
Provision for income taxes | 110 | (261) |
Net income | 27,821 | 21,575 |
Less net income attributable to non-controlling interests | 9,428 | 9,047 |
Net income attributable to Western Refining, Inc. | 18,393 | 12,528 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 18,349 | $ 12,528 |
Condensed Consolidating Fina120
Condensed Consolidating Financial Information (Condensed Consolidating Cash Flows) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | $ (18,317) | $ 2,301 |
Net Cash Provided by (Used in) Investing Activities [Abstract] | ||
Capital expenditures | (46,258) | (79,029) |
Return of capital from equity method investment | 0 | |
Use of restricted cash | 0 | 32,323 |
Contributions to affiliate | 0 | 0 |
Proceeds from the sale of assets | 530 | 219 |
Net cash used in investing activities | (45,728) | (46,487) |
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Payments on long-term debt and capital lease obligations | (3,237) | (1,922) |
Borrowings on revolving credit facility | 151,500 | 70,000 |
Repayments on revolving credit facility | (130,500) | (62,500) |
Distribution to affiliate | 0 | 0 |
Deferred financing costs | (78) | 0 |
Purchase of common stock for treasury | 0 | (75,000) |
Distribution to non-controlling interest holders | 12,629 | 28,995 |
Dividends paid | (42,543) | (35,601) |
Payments of tax withholdings for stock-based compensation | (7,022) | (1,197) |
Contributions from affiliates | 0 | 0 |
Net cash used in financing activities | (44,509) | (135,215) |
Net decrease in cash and cash equivalents | (108,554) | (179,401) |
Cash and cash equivalents at beginning of period | 268,581 | 772,502 |
Cash and cash equivalents at end of period | 160,027 | 593,101 |
Reportable Legal Entities [Member] | Parent Company [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | (1,902) | 5,500 |
Net Cash Provided by (Used in) Investing Activities [Abstract] | ||
Capital expenditures | 0 | 0 |
Return of capital from equity method investment | 13,537 | |
Use of restricted cash | 0 | |
Contributions to affiliate | 0 | 0 |
Proceeds from the sale of assets | 0 | 0 |
Net cash used in investing activities | 0 | 13,537 |
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Payments on long-term debt and capital lease obligations | (2,625) | (1,375) |
Borrowings on revolving credit facility | 0 | 0 |
Repayments on revolving credit facility | 0 | 0 |
Distribution to affiliate | 0 | 0 |
Deferred financing costs | 0 | |
Purchase of common stock for treasury | (75,000) | |
Distribution to non-controlling interest holders | 0 | 0 |
Dividends paid | (42,543) | (35,601) |
Payments of tax withholdings for stock-based compensation | (2,467) | (714) |
Contributions from affiliates | 49,516 | 93,653 |
Net cash used in financing activities | 1,881 | (19,037) |
Net decrease in cash and cash equivalents | (21) | 0 |
Cash and cash equivalents at beginning of period | 21 | 21 |
Cash and cash equivalents at end of period | 0 | 21 |
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | (21,270) | (21,284) |
Net Cash Provided by (Used in) Investing Activities [Abstract] | ||
Capital expenditures | (22,604) | (44,798) |
Return of capital from equity method investment | 0 | |
Use of restricted cash | 32,323 | |
Contributions to affiliate | (49,516) | (93,653) |
Proceeds from the sale of assets | 167 | 100 |
Net cash used in investing activities | (71,953) | (106,028) |
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Payments on long-term debt and capital lease obligations | (300) | (194) |
Borrowings on revolving credit facility | 0 | 0 |
Repayments on revolving credit facility | 0 | 0 |
Distribution to affiliate | 0 | 0 |
Deferred financing costs | 0 | |
Purchase of common stock for treasury | 0 | |
Distribution to non-controlling interest holders | 0 | 0 |
Dividends paid | 0 | 0 |
Payments of tax withholdings for stock-based compensation | 0 | 0 |
Contributions from affiliates | 0 | 0 |
Net cash used in financing activities | (300) | (194) |
Net decrease in cash and cash equivalents | (93,523) | (127,506) |
Cash and cash equivalents at beginning of period | 224,431 | 656,966 |
Cash and cash equivalents at end of period | 130,908 | 529,460 |
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 21,009 | 31,477 |
Net Cash Provided by (Used in) Investing Activities [Abstract] | ||
Capital expenditures | (23,654) | (34,231) |
Return of capital from equity method investment | 0 | |
Use of restricted cash | 0 | |
Contributions to affiliate | 0 | (8,375) |
Proceeds from the sale of assets | 363 | 119 |
Net cash used in investing activities | (23,291) | (42,487) |
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Payments on long-term debt and capital lease obligations | (312) | (353) |
Borrowings on revolving credit facility | 151,500 | 70,000 |
Repayments on revolving credit facility | (130,500) | (62,500) |
Distribution to affiliate | (16,154) | (26,929) |
Deferred financing costs | (78) | |
Purchase of common stock for treasury | 0 | |
Distribution to non-controlling interest holders | 12,629 | 28,995 |
Dividends paid | 0 | 0 |
Payments of tax withholdings for stock-based compensation | (4,555) | (483) |
Contributions from affiliates | 0 | 8,375 |
Net cash used in financing activities | (12,728) | (40,885) |
Net decrease in cash and cash equivalents | (15,010) | (51,895) |
Cash and cash equivalents at beginning of period | 44,129 | 115,515 |
Cash and cash equivalents at end of period | 29,119 | 63,620 |
Consolidation, Eliminations [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | (16,154) | (13,392) |
Net Cash Provided by (Used in) Investing Activities [Abstract] | ||
Capital expenditures | 0 | 0 |
Return of capital from equity method investment | (13,537) | |
Use of restricted cash | 0 | |
Contributions to affiliate | 49,516 | 102,028 |
Proceeds from the sale of assets | 0 | 0 |
Net cash used in investing activities | 49,516 | 88,491 |
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Payments on long-term debt and capital lease obligations | 0 | 0 |
Borrowings on revolving credit facility | 0 | 0 |
Repayments on revolving credit facility | 0 | 0 |
Distribution to affiliate | 16,154 | 26,929 |
Deferred financing costs | 0 | |
Purchase of common stock for treasury | 0 | |
Distribution to non-controlling interest holders | 0 | 0 |
Dividends paid | 0 | 0 |
Payments of tax withholdings for stock-based compensation | 0 | 0 |
Contributions from affiliates | (49,516) | (102,028) |
Net cash used in financing activities | (33,362) | (75,099) |
Net decrease in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | $ 0 | $ 0 |
Acquisitions (WNR) (Details)
Acquisitions (WNR) (Details) - USD ($) $ / shares in Units, shares in Millions | Dec. 21, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 23, 2016 |
Northern Tier Energy LP [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments for NTI units | $ 859,900,000 | |||
Transaction costs for NTI merger | 11,700,000 | |||
Business Combination, Separately Recognized Transactions, Net Gains and Losses | $ 0 | |||
Northern Tier Energy LP [Member] | ||||
Business Acquisition [Line Items] | ||||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 100.00% | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 100.00% | 38.30% | ||
Western Acquisition Holdings, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 100.00% | |||
MergerCo HoldCo [Member] | ||||
Business Acquisition [Line Items] | ||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 100.00% | |||
Common Stock [Member] | Northern Tier Energy LP [Member] | ||||
Business Acquisition [Line Items] | ||||
Payment of shares to acquire business, per unit | $ 0.2986 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 17.1 | |||
Minimum [Member] | Northern Tier Energy LP [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash payments to acquire business, per unit | $ 15 | |||
Minimum [Member] | Common Stock [Member] | Northern Tier Energy LP [Member] | ||||
Business Acquisition [Line Items] | ||||
Payment of shares to acquire business, per unit | $ 0.28896 | |||
Maximum [Member] | Northern Tier Energy LP [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash payments to acquire business, per unit | $ 15.357 | |||
Maximum [Member] | Common Stock [Member] | Northern Tier Energy LP [Member] | ||||
Business Acquisition [Line Items] | ||||
Payment of shares to acquire business, per unit | $ 0.7036 | |||
Line of Credit [Member] | Term Loan, due 2023 [Member] | ||||
Business Acquisition [Line Items] | ||||
Debt Instrument, Face Amount | $ 500,000,000 |
Acquisitions (Pro Forma) (Detai
Acquisitions (Pro Forma) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Business Acquisition [Line Items] | ||
Net sales | $ 2,328,532 | $ 1,455,504 |
Operating income | $ 53,126 | 78,219 |
Northern Tier Energy LP [Member] | ||
Business Acquisition [Line Items] | ||
Business Acquisition, Pro Forma Interest Expense | (9,000) | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 32,378 | |
Net Income (Loss) Attributable to Parent | $ 27,675 | |
Earnings Per Share, Basic | $ 0.26 | |
Earnings Per Share, Diluted | $ 0.25 | |
Business Acquisition, Pro Forma Income Tax Expense (Benefit) | $ (1,800) |
Acquisitions (Merger & Reorgani
Acquisitions (Merger & Reorganization Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Northern Tier Energy LP [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve | $ 2,574 | |
Restructuring Reserve | 2,939 | |
Northern Tier Energy LP [Member] | Other Restructuring [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Charges | 1,525 | $ 408 |
Payments for Restructuring | 0 | (408) |
Northern Tier Energy LP [Member] | Employee Severance [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Charges | 575 | 0 |
Payments for Restructuring | (1,735) | $ (189) |
Corporate, Non-Segment [Member] | Other Nonoperating Income (Expense) [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and Related Cost, Incurred Cost | $ 2,100 |
Acquisitions (NTI - Merger Tran
Acquisitions (NTI - Merger Transaction) (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Dec. 21, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||||
Merger-related expenses | $ 11,297 | $ 408 | |||||
MergerCo HoldCo [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 100.00% | ||||||
Northern Tier Energy LP [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 100.00% | ||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 100.00% | 38.30% | |||||
Merger-related expenses | $ 1,500 | $ 400 | |||||
Restructuring Reserve | $ 3,000 | 0 | $ 2,500 | $ 200 | |||
Western Acquisition Holdings, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 100.00% | ||||||
Investor [Member] | Northern Tier Energy LP [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 100.00% | ||||||
Merger Agreement Dated December Two Thousand Fifteen [Member] | Minimum [Member] | Northern Tier Unitholders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash payments to acquire business, per unit | $ 15 | ||||||
Northern Tier Energy LP [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payments for NTI units | $ 859,900 | ||||||
Restructuring Reserve | $ 2,939 | $ 2,574 | $ 0 | $ 189 | |||
Northern Tier Energy LP [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash payments to acquire business, per unit | $ 15.357 | ||||||
Northern Tier Energy LP [Member] | Minimum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash payments to acquire business, per unit | 15 | ||||||
Common Stock [Member] | Merger Agreement Dated December Two Thousand Fifteen [Member] | Northern Tier Unitholders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payment of shares to acquire business, per unit | $ 0.2986 | ||||||
Common Stock [Member] | Merger Agreement Dated December Two Thousand Fifteen [Member] | Western Refining, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 17.1 | ||||||
Common Stock [Member] | Merger Agreement Dated December Two Thousand Fifteen [Member] | Maximum [Member] | NTI Public Unitholder [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payment of shares to acquire business, per unit | $ 0.7036 | ||||||
Common Stock [Member] | Northern Tier Energy LP [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 17.1 | ||||||
Payment of shares to acquire business, per unit | $ 0.2986 | ||||||
Common Stock [Member] | Northern Tier Energy LP [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payment of shares to acquire business, per unit | $ 0.7036 | ||||||
Common Stock [Member] | Northern Tier Energy LP [Member] | Minimum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payment of shares to acquire business, per unit | $ 0.28896 | ||||||
Third Party Professional Service [Member] | Northern Tier Energy LP [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Merger-related expenses | $ 0 | 400 | |||||
Payments for Restructuring | 0 | (400) | |||||
Employee Severance [Member] | Northern Tier Energy LP [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Merger-related expenses | 1,500 | 0 | |||||
Payments for Restructuring | (1,000) | (200) | |||||
Employee Severance [Member] | Northern Tier Energy LP [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payments for Restructuring | $ (1,735) | $ (189) |
WNRL (Details)
WNRL (Details) $ in Thousands, bbl in Millions | 3 Months Ended | |||
Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($)mibbl | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Variable Interest Entity [Line Items] | ||||
Proceeds from the sale of assets | $ 530 | $ 219 | ||
Inventories | 828,974 | $ 771,989 | ||
Property, plant and equipment, net | $ 2,362,391 | 2,364,482 | ||
Western Refining Logistics, LP [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 52.50% | |||
Western Refining Logistics GP, LLC [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 100.00% | |||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Western Refining Logistics, LP [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Concentration Risk, Percentage | 31.50% | 31.90% | ||
Western Refining Logistics, LP [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Pipeline, Miles | mi | 705 | |||
Active Storage Capacity | bbl | 12.4 | |||
Severance Costs | $ 200 | |||
Lubricant Business [Member] | Western Refining Logistics, LP [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Inventories | 9,000 | 10,100 | ||
Property, plant and equipment, net | $ 7,000 | $ 7,300 | ||
Lubricant Business [Member] | Subsequent Event [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Proceeds from the sale of assets | $ 20,000 |
Tesoro Merger (Details)
Tesoro Merger (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |||
Jun. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | ||
Common Stock, Dividends, Per Share, Declared | 0.38 | $ 0.38 | ||
Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | 0.01 | |||
Tesoro Merger [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Share Price | $ 37.30 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 10.8 | |||
Restructuring and Related Cost, Incurred Cost | $ 8.5 | |||
Tesoro Merger [Member] | Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Payment of shares to acquire business, per unit | $ 0.4350 | |||
Subsequent Event [Member] | ||||
Business Acquisition [Line Items] | ||||
Common Stock, Dividends, Per Share, Declared | $ 0.38 | |||
Tesoro [Member] | Subsequent Event [Member] | ||||
Business Acquisition [Line Items] | ||||
Common Stock, Dividends, Per Share, Declared | $ 0.55 |