Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 19, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Northern Tier Energy LP | ||
Entity Central Index Key | 1,533,454 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | NTI | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 93,073,337 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,351,958,161 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 70.9 | $ 87.9 |
Accounts receivable, net | 186 | 236 |
Inventories | 241.2 | 252.1 |
Other current assets | 21.3 | 13.8 |
Total current assets | 519.4 | 589.8 |
NON-CURRENT ASSETS | ||
Equity method investment | 82.1 | 80.7 |
Property, plant and equipment, net | 487.8 | 445.8 |
Intangible assets | 33.8 | 33.8 |
Other assets | 14.2 | 14.8 |
Total Assets | 1,137.3 | 1,164.9 |
CURRENT LIABILITIES | ||
Accounts payable | 301.4 | 334.3 |
Accrued liabilities | 61.8 | 52.6 |
Total current liabilities | 363.2 | 386.9 |
NON-CURRENT LIABILITIES | ||
Long-term debt | 342 | 340.1 |
Lease financing obligation | 11.1 | 8.6 |
Other liabilities | 27.9 | 25.6 |
Total liabilities | 744.2 | 761.2 |
Commitments and contingencies | 0 | 0 |
EQUITY | ||
Partners' capital (92,833,486 and 92,712,744 units issued and outstanding at December 31, 2015 and 2014, respectively) | 392.9 | 406.9 |
Accumulated other comprehensive income (loss) | 0.2 | (3.2) |
Total equity | 393.1 | 403.7 |
Total Liabilities and Equity | $ 1,137.3 | $ 1,164.9 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Partners' capital, units issued (shares) | 92,833,486 | 92,712,744 |
Partners' capital, units outstanding (shares) | 92,833,486 | 92,712,744 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Revenues | $ 3,405 | $ 5,556 | $ 4,979.2 |
COSTS, EXPENSES AND OTHER | |||
Cost of sales | 2,613.5 | 4,835.9 | 4,284.2 |
Direct operating expenses | 297.8 | 288.8 | 262.4 |
Turnaround and related expenses | 10.6 | 14.9 | 73.3 |
Depreciation and amortization | 44 | 41.9 | 38.1 |
Selling, general and administrative expenses | 82.9 | 87.8 | 85.8 |
Reorganization and related costs | 0 | 12.9 | 3.1 |
Merger-related expenses | 2.5 | 0 | 0 |
Income from equity method investment | (14.8) | (2.2) | (10) |
Other (income) loss, net | 0.4 | 0.7 | (3.8) |
OPERATING INCOME | 368.1 | 275.3 | 246.1 |
Gains from derivative activities | 0 | 0 | 16.1 |
Interest expense, net | (28.7) | (26.6) | (26.9) |
INCOME BEFORE INCOME TAXES | 339.4 | 248.7 | 235.3 |
Income tax provision | (8.4) | (7.1) | (4.2) |
NET INCOME | 331 | 241.6 | 231.1 |
Other comprehensive income (loss), net of tax: | |||
Post-employment benefit plans gain (loss) | 3.4 | (1.2) | 0.5 |
COMPREHENSIVE INCOME | $ 334.4 | $ 240.4 | $ 231.6 |
Weighted average number of units outstanding: | |||
Weighted average number of units outstanding, Basic (shares) | 92,492,796 | 92,222,793 | 91,915,335 |
Weighted average number of units outstanding, Diluted (shares) | 92,857,829 | 92,260,045 | 91,915,335 |
Earnings per unit: | |||
Earnings per unit, Basic (in dollars per share) | $ 3.58 | $ 2.61 | $ 2.51 |
Earnings per unit, Diluted (in dollars per share) | $ 3.56 | $ 2.61 | $ 2.51 |
SUPPLEMENTAL INFORMATION: | |||
Excise taxes included in revenue and cost of sales | $ 402.9 | $ 396.4 | $ 316.4 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
NET INCOME | $ 331 | $ 241.6 | $ 231.1 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 44 | 41.9 | 38.1 |
Non-cash interest expense | 2 | 2.8 | 2.4 |
Equity-based compensation expense | 10.3 | 14 | 7.1 |
Deferred income taxes | 2.8 | 2.6 | 0.9 |
Loss (gain) from the change in fair value of outstanding derivatives | 4.7 | 2.8 | (41.6) |
Equity investment earnings, net of dividends | (1.7) | 0 | 0 |
Change in lower of cost or market inventory adjustment | 60.8 | 73.6 | 0 |
Changes in assets and liabilities, net: | |||
Accounts receivable | 48.9 | 6 | (112.7) |
Inventories | (49.9) | (152.3) | (11.1) |
Other current assets | (7.3) | 9.8 | 8.3 |
Accounts payable and accrued liabilities | (39.2) | (28.5) | 110.3 |
Other, net | 0.7 | 5.3 | (3) |
Net cash provided by operating activities | 407.1 | 219.6 | 229.8 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Capital expenditures | (71.8) | (44.8) | (96.6) |
Return of capital from investments | 0 | 5.3 | 1.1 |
Net cash used in investing activities | (71.8) | (39.5) | (95.5) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from senior secured notes | 0 | 79.2 | 0 |
Proceeds from revolving credit arrangement | 0 | 30 | 50 |
Repayments of revolving credit arrangement | 0 | (30) | (50) |
Financing costs | 0 | (5.4) | 0 |
Equity distributions | (352.3) | (251.8) | (321.4) |
Net cash used in financing activities | (352.3) | (178) | (321.4) |
CASH AND CASH EQUIVALENTS | |||
Change in cash and cash equivalents | (17) | 2.1 | (187.1) |
Cash and cash equivalents at beginning of period | 87.9 | 85.8 | 272.9 |
Cash and cash equivalents at end of period | $ 70.9 | $ 87.9 | $ 85.8 |
Consolidated Statements of Part
Consolidated Statements of Partners' Capital - USD ($) $ in Millions | Total | Common Units | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2012 | 91,921,112 | ||
Beginning balance at Dec. 31, 2012 | $ 483.8 | $ 486.3 | $ (2.5) |
Net income | 231.1 | 231.1 | |
Distributions to limited partners ($3.49, $2.71, and $3.80 per unit for the years ending December 31, 2013, 2014, and 2015, respectively)) | (321.4) | $ (321.4) | |
Other comprehensive income (loss) | 0.5 | 0.5 | |
Equity-based compensation, net of forfeitures (in shares) | 179,251 | ||
Equity-based compensation, net of forfeitures | 7.1 | $ 7.1 | |
Ending balance (in shares) at Dec. 31, 2013 | 92,100,363 | ||
Ending balance at Dec. 31, 2013 | 401.1 | $ 403.1 | (2) |
Net income | 241.6 | 241.6 | |
Distributions to limited partners ($3.49, $2.71, and $3.80 per unit for the years ending December 31, 2013, 2014, and 2015, respectively)) | (251.8) | $ (251.8) | |
Other comprehensive income (loss) | (1.2) | (1.2) | |
Equity-based compensation, net of forfeitures (in shares) | 612,381 | ||
Equity-based compensation, net of forfeitures | $ 14 | $ 14 | |
Ending balance (in shares) at Dec. 31, 2014 | 92,712,744 | 92,712,744 | |
Ending balance at Dec. 31, 2014 | $ 403.7 | $ 406.9 | (3.2) |
Net income | 331 | 331 | |
Distributions to limited partners ($3.49, $2.71, and $3.80 per unit for the years ending December 31, 2013, 2014, and 2015, respectively)) | (355.3) | $ (355.3) | |
Other comprehensive income (loss) | 3.4 | 3.4 | |
Equity-based compensation, net of forfeitures (in shares) | 120,742 | ||
Equity-based compensation, net of forfeitures | $ 10.3 | $ 10.3 | |
Ending balance (in shares) at Dec. 31, 2015 | 92,833,486 | 92,833,486 | |
Ending balance at Dec. 31, 2015 | $ 393.1 | $ 392.9 | $ 0.2 |
Consolidated Statements of Par7
Consolidated Statements of Partners' Capital (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Stockholders' Equity [Abstract] | |||
Distributions to limited partners (in dollars per share) | $ 3.8 | $ 2.71 | $ 3.49 |
Description of the Business and
Description of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business and Basis of Presentation | DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION Description of the Business Northern Tier Energy LP (“NTE LP”, "NTI", the “Company” or "Northern Tier") is an independent downstream energy company with refining, retail and pipeline 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”) and was organized in such a way as to be treated as a master limited partnership (“MLP”) for 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”). NTRH has elected to be treated as a corporation for income tax purposes in order to preserve the MLP tax status of NTE LP. SPPR has a 17% interest in MPL Investments and a 17% interest in Minnesota Pipe Line Company, LLC (“MPL”). MPL Investments 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 2 ). 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. On November 5, 2013, the Company's previous private equity sponsors contributed all of their remaining interests in NTE LP and Northern Tier Energy GP LLC, the non-economic general partner of NTE LP, which previously had been held in an entity named Northern Tier Holdings LLC ("NT Holdings") to a new entity, NT InterHoldCo LLC. Subsequent to the contribution, the NT Holdings entered into a definitive agreement to sell all of their interests in NT InterHoldCo LLC to Western Refining, Inc. (“Western Refining”) for total consideration of $775 million plus the distribution on the common units acquired with respect to the quarter ended September 30, 2013. At the time of this transaction, Western Refining indirectly owned 100% of Northern Tier Energy GP LLC ("NTE GP"), the general partner of NTE LP, and 35,622,500 common units, or 38.7% , of NTE LP. The balance of the limited partner units remain publicly traded. NTE LP received no proceeds from this transaction. On December 21, 2015, Western Refining and NTE LP announced that they had entered into an Agreement and Plan of Merger dated as of December 21, 2015 with Western Acquisition Co, LLC and NTE GP whereby Western Refining will acquire all of Northern Tier's outstanding common units not already owned by Western Refining. Under the terms of the Merger Agreement, Northern Tier unitholders other than Western Refining (“NTI Public Unitholders”) will receive $15.00 in cash and 0.2986 of a share of Western Refining common stock for each Northern Tier common unit held. As an alternative to the cash and stock consideration, each NTI Public Unitholder may elect to receive, per Northern Tier unit, either $26.06 in cash or 0.7036 of a share of Western Refining common stock. The election will be subject to proration to ensure that the aggregate cash paid and Western Refining common stock issued in the Merger will equal the total amount of cash and number of shares of Western Refining common stock that would have been paid and delivered if all NTI Public Unitholders received $15.00 in cash and 0.2986 of a share of Western Refining common stock per Northern Tier common unit. Upon completion, NTI Public Unitholders are expected to own approximately 15% of Western Refining. The transaction is expected to close in the first half of 2016, pending the satisfaction of certain customary closing conditions and the approval of the Merger at a special meeting of the NTI unitholders (see Note 21). As of December 31, 2015 , SPPR, which is located in St. Paul Park, Minnesota, has total crude oil throughput capacity of 97,800 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 to markets primarily located in the Upper Great Plains of the United States. As of December 31, 2015 , NTR operates 168 convenience stores under the SuperAmerica brand and SAF supports 109 franchised stores which also utilize the SuperAmerica brand. These 277 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 Bakery brand primarily to SuperAmerica branded retail outlets. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission ("SEC"). |
Summary of Principal Accounting
Summary of Principal Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Principal Accounting Policies | SUMMARY OF PRINCIPAL ACCOUNTING POLICIES 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 consolidated financial statements. The Company’s common equity interest in MPL is accounted for using the equity method of accounting in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 323. Equity income from MPL represents the Company’s proportionate share of net income available to common equity owners generated by MPL. The equity method investment is 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 net income. See Note 6 for further information on the Company’s equity method investment. MPL Investments owns all of the preferred membership units of MPL. This investment in MPL Investments, which provides the Company no significant influence over MPL Investments, is accounted for as a cost method investment. The investment in MPL Investments is carried at a value of $6.8 million as of both December 31, 2015 and 2014 and is included in other noncurrent assets within the 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 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 19 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, terminal and related assets, NTOT and includes the Company’s interest in MPL and MPL Investments, and • Retail – comprised 168 Company operated convenience stores and 109 franchisee operated convenience stores as of December 31, 2015 , primarily in Minnesota and Wisconsin. The retail segment also includes the operation of NTB. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less from the date of purchase to be cash equivalents. Receivables and Allowance for Doubtful Accounts Receivables of the Company primarily consist of customer accounts receivable. The accounts receivable are due from a diverse base including companies in the petroleum industry, airlines and governmental entities. The allowance for doubtful accounts is reviewed regularly for collectability. All customer receivables are recorded at the invoiced amounts and generally do not bear interest. When it becomes probable the receivable will not be collected, the balances for customer receivables are charged directly to bad debt expense. The allowance for doubtful accounts was zero and $0.2 million as of December 31, 2015 and December 31, 2014 , respectively. 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”) cost flow 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 for each of the Company's various inventory product pools and can result in a reversal of previously recorded reserves. However, in no case would the LCM reserve be reversed 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 consolidated statements of operations. 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. Intangible Assets Intangible assets primarily include a retail marketing trade name and franchise agreements. These assets have an indefinite life and therefore 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. If the estimated fair value is less than the carrying amount of the asset, an impairment loss is recognized based on the estimated fair value of the asset. Significant assumptions in determining the estimated fair value of the indefinite lived intangibles include projected store growth, estimated market royalty rates, market growth rates and the estimated discount rate. 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. In 2010 and 2011, the EPA issued partial waivers with conditions allowing a maximum of 15% ethanol to be used in certain vehicles. 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. The Company anticipates 2014 and 2015 will be consistent with this history. Financing Costs Financing origination fees on the Company's senior secured notes, ABL Facility and sales-leaseback transaction are deferred and classified within other assets on the consolidated balance sheets. Amortization is provided on a straight-line basis over the term of the agreement, which approximates the effective interest method. 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. Prior to October 1, 2014, the Company maintained a crude oil supply and logistics agreement with J.P. Morgan Commodities Canada Corporation (“JPM CCC”) pursuant to which JPM CCC assisted the Company in the purchase of substantially all of its crude oil needs for the refinery. As discussed in Note 5 , JPM CCC and the Company mutually agreed to terminate this agreement. In the fourth quarter of 2014, subsequent to the termination of this agreement, the Company significantly increased its crude procurement activities and related exchange and buy/sell activity to manage the volumes, grade, timing, and locations of such crude. Such activities are similar to the buy/sell crude oil transactions noted above and are recorded net in cost of sales. Product Exchanges The Company enters into exchange contracts whereby it agrees to deliver a particular quantity and quality of crude oil or refined products at a specified location and date to a particular counterparty and to receive from the same counterparty a particular quantity and quality of crude oil or refined products at a specified location on the same or another specified date. The exchange receipts and deliveries are nonmonetary transactions, with the exception of associated grade or location differentials that are settled in cash. These transactions are recorded net in cost of sales because they involve the exchange of inventories held in the ordinary course of business to facilitate sales to customers or delivery of feedstocks to our refinery. The exchange transactions are recognized at the carrying amount of the inventory transferred plus or minus any cash settlement due to grade or location differentials. Cost of Sales Cost of sales in the 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 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 consolidated statements of operations. These taxes totaled $402.9 million , $396.4 million and $316.4 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. 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 forwards, 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 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 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. Advertising The Company expenses the costs of advertising as incurred. Advertising expense was $2.9 million , $2.3 million and $2.0 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Asset Retirement Obligations The fair value of asset retirement obligations is recognized in the period in which the obligations are incurred if a reasonable estimate of fair value can be made. Conditional asset retirement obligations for removal and disposal of fire-retardant material from certain refining assets have been recognized. The amounts recorded for such obligations are based on the most probable current cost projections. Asset retirement obligations have not been recognized for the removal of materials and equipment from or the closure of certain refinery, pipeline, terminal and retail marketing assets because the fair value cannot be reasonably estimated since the settlement dates of the obligations are indeterminable. Current inflation rates and credit-adjusted-risk-free interest rates are used to estimate the fair value of asset retirement obligations. Depreciation of capitalized asset retirement costs and accretion of asset retirement obligations are recorded over time. Depreciation is determined on a straight-line basis, while accretion escalates over the lives of the assets. See further information on our asset retirement obligations in Note 13 . Environmental Costs Environmental expenditures are capitalized if the costs mitigate or prevent future contamination or if the costs improve environmental safety or efficiency of the existing assets. The Company provides for remediation costs and penalties when the responsibility to remediate is probable and the amount of associated costs can be reasonably estimated. The timing of remediation accruals coincides with completion of feasibility studies, investigations or the commitment to a formal plan of action. Environmental liabilities are difficult to assess and estimate due to uncertainties related to the magnitude of possible remediation and the timing of such remediation. Such estimates are subject to change due to many factors, including the identification of new sites requiring remediation, changes in environmental laws and regulations and their interpretation, additional information related to the extent and nature of remediation efforts and potential improvements in remediation technologies. Remediation liabilities are accrued based on estimates of known environmental exposure and are discounted when the estimated amounts are reasonably fixed and determinable. If recoveries of remediation costs from third parties are probable, a receivable is recorded and is discounted to net present value when the estimated amount is reasonably fixed and determinable. Defined Benefit Plans The Company has a cash balance plan and a retiree medical plan that are considered defined benefit plans. Expenses and liabilities related to defined benefit plans are determined on an actuarial basis and are affected by the market value of plan assets, estimates of the expected return on plan assets, and assumed discount rates and demographic data. Cash balance and retiree medical plan expenses and liabilities are determined based on actuarial valuations. Inherent in these valuations are key assumptions including discount rates, future compensation increases, expected return on plan assets, health care cost trends, and demographic data. Changes in our actuarial assumptions are primarily influenced by factors outside of our control and could have a significant effect on our pension and retiree medical liabilities and costs. See further information on our plans in Note 15 . Equity-Based Compensation The Company recognizes compensation expense for equity-based awards issued over the requisite service period. Equity-based compensation costs are measured at the date of grant, based on the fair value of the award. In 2014, the Company began awarding phantom common units which, at the discretion of the board of directors of our general partner, may be settled in either cash or the Company's common units. The first tranche of phantom unit vesting occurred in January 2015 and was settled in common units. We anticipate that the remaining unvested phantom units will ultimately be satisfied with common units and have therefore classified the accrual of the service cost as equity. However, if our general partner's board elects to settle the phantom units with cash, it could cause us to remeasure the fair value of those awards resulting in an adjustment to earnings for the cumulative difference between the fair value at the date of grant and date of the remeasurement. Comprehensive Income The Company has unrecognized prior service cost related to both its defined benefit cash balance plan as of December 31, 2015 , 2014 and 2013 and unrecognized actuarial losses and prior service cost related to its retiree medical plan as of December 31, 2015 and 2014 (see Note 15 ). The accumulated unrecognized costs related to these plans amount to $0.2 million and $3.2 million as of December 31, 2015 and 2014 , respectively. These gains/(losses) of $3.4 million , $(1.2) million and $0.5 million were recognized directly to equity as an element of other comprehensive income (loss) in the years ended December 31, 2015 , 2014 and 2013 , respectively. Concentrations of Risk The Company is exposed to credit risk in the event of nonpayment by customers. The creditworthiness of customers is subject to continuing review. No single non-related party customer accounts for more than 10% of annual revenues. Crude oil is the principal raw material for the Company and the majority of the crude oil processed is delivered to the refinery through a pipeline that is owned by MPL, a related party. A prolonged disruption of that pipeline’s operations would materially impact the Company’s ability to economically obtain raw materials. The Company is exposed to concentrated geographical risk as most of its operations are conducted in the Upper Great Plains of the United States. Reclassifications Certain reclassifications have been made to the prior-year financial information in order to conform to the Company’s current presentation, which is intended to conform with Western Refining's presentation. The following reclassifications have been made: Derivatives Related to our derivative activities, a $7.4 million net gain from derivative activity not related to our crack spread hedges has been reclassified from gains (losses) from derivative activities to cost of sales for the year ended December 31, 2013 within the consolidated statements of operations and comprehensive income. Income from equity method investment Income from our equity method investment in MPL has been reclassified from other (income) loss, net to a separate line titled income from equity method investment. The amount of this reclassification was income of $10.0 million for the year ended December 31, 2013 . Recent Accounting Pronouncements 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 our financial statements in the annual period beginning after December 15, 2017. We are evaluating the effect of adopting this new accounting guidance and do not expect adoption will have a material impact on our results of operations, cash flows or financial position. In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs," which requires debt issuance costs related directly to notes payable be deducted from the face amount of that note and the amortization of such costs be classified as interest expense. This guidance is effective for fiscal years and interim periods beginning after December 15, 2015, with early adoption permitted. Upon adoption, an entity must retrospectively apply the guidance. Effective December 31, 2015, the Company adopted the accounting and reporting requirements included in ASU No. 2015-03 and ASU No. 2015-15 for balance sheet classification of debt issuance costs requiring debt issuance costs to be presented as an offset to the related debt. The Company has applied these requirements retrospectively. Accordingly, the Company has offset $7.3 million of debt issuance costs previously included in other assets within long-term debt of 340.1 million in its December 31, 2014 consolidated balance sheet. The adoption of these accounting and reporting requirements had no impact on the Company’s results of operations or cash flows. In November 2015, the FASB issued ASU 2015-17 “Balance Sheet Classification of Deferred Taxes,” which requires deferred income tax balances to be presented as noncurrent. This guidance is effective for fiscal years and interim periods beginning after December 15, 2016, with early adoption permitted. Effective December 31, 2015, the Company adopted the accounting and reporting requirements included in ASU 2015-17 for balance sheet classification of deferred taxes requiring deferred tax assets and liabilities to be classified as noncurrent. The Company has applied these requirements retrospectively. Accordingly, the Company has included $1.4 million of previously reported current deferred income tax assets in the $13.3 million noncurrent deferred income tax liabilities in its December 31, 2014 consolidated balance sheet. The adoption of these accounting and reporting requirements had no impact on the Company’s results of operations or cash flows. In February 2016, the FASB issued ASU 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS As of December 31, 2015 , Western Refining owned 35,622,500 common units, or 38.4% , of NTE LP as well as 100% of NT InterHoldCo LLC, which owned 100% of NTE GP, the general partner of NTE LP. On December 21, 2015 , Western Refining, Inc. and Northern Tier Energy LP announced that they had entered into an Agreement and Plan of Merger dated as of December 21, 2015 with Western Acquisition Co, LLC, Northern Tier GP LLC and Northern Tier Energy LP of whereby Western Refining will acquire all of Northern Tier's outstanding common units not already owned by Western Refining (see Note 21 ). The Company has engaged in several types of transactions with Western Refining including crude and feedstock purchases, asphalt purchases, finished product purchases and railcar leases. Additionally, the Company is party to a shared services agreement with Western Refining and Western Refining Logistics, LP whereby the Company both receives and provides administrative support services. The shared services agreement was entered into with Western Refining as of September 1, 2014, and was approved by the Conflicts Committee of the board of directors of NTE LP's general partner. On May 4, 2015, Western Refining Logistics, LP joined as a party to this agreement. The services covered by the shared services agreement include assistance with treasury, risk management and commercial operations, environmental compliance, information technology support, internal audit and legal. MPL is also a related party of the Company. Prior to September 30, 2014, the Company had a crude oil supply and logistics agreement with a third party and therefore had no direct supply transactions with MPL prior to that date. Beginning on September 30, 2014, the Company began paying MPL for transportation services at published tariff rates. Additionally, 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. The Company engaged in the following related party transactions with unconsolidated affiliates for the years ended December 31, 2015 , 2014 and 2013 : For the year ended December 31, (in millions) Location in Statement of Operations and Comprehensive Income 2015 2014 2013 Western Refining: Asphalt sales Revenue $ 46.6 $ 19.0 $ — Feedstock sales Revenue 0.6 — — Railcar lease sales Revenue 0.2 0.1 — Crude and feedstock purchases Cost of sales — 6.3 — Refined product purchases Cost of sales 1.5 — — Shared services purchases Selling, general and administrative expenses 3.6 1.1 — Minnesota Pipeline Company: Pipeline transportation purchases Cost of sales 55.4 12.6 — The Company had the following outstanding receivables and payables with non-consolidated related parties at December 31, 2015 and December 31, 2014 : (in millions) Balance Sheet Location December 31, 2015 December 31, 2014 Net receivable (payable) with related party: Western Refining Accounts receivable, net $ 2.8 $ 5.1 Minnesota Pipeline Company Accounts payable 2.7 2.1 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES On July 31, 2012, NTRH was established as the parent company of NTR and NTB. NTRH elected to be taxed as a corporation for federal and state income tax purposes effective August 1, 2012. Prior to that, no provision for income tax was calculated on earnings of the Company or its subsidiaries as all entities were non-taxable. Year Ended December 31, (in millions) 2015 2014 2013 Current tax expense $ 5.6 $ 4.5 $ 3.3 Deferred tax expense $ 2.8 $ 2.6 $ 0.9 Income tax provision $ 8.4 $ 7.1 $ 4.2 The Company’s effective tax rate for the years ended December 31, 2015 , 2014 and 2013 was 2.5% , 2.9% and 1.8% , respectively, as compared to the Company's consolidated federal and state expected statutory tax rate of 41.4% for the year ended December 31, 2015 and 40.4% for both the years ended December 31, 2014 and 2013 . The Company's effective tax rate was lower than the statutory rate for the years ended December 31, 2015 , 2014 and 2013 primarily due to the fact that only the retail operations of the Company are taxable entities. The following is a reconciliation of income tax expense to income taxes computed by applying the applicable statutory federal income tax rate of 35% to income before income taxes for the applicable periods: Year Ended December 31, (in millions) 2015 2014 2013 Federal statutory rate applied to income before taxes $ 118.8 $ 87.0 $ 82.4 Taxes on earnings attributable to flow-through entities (112.4 ) (81.0 ) (78.6 ) State and local income taxes, net of federal income tax effects 1.2 1.0 0.9 Work opportunity tax credit (0.4 ) (0.3 ) (0.6 ) Other, net 1.2 0.4 0.1 Income tax provision $ 8.4 $ 7.1 $ 4.2 As a result of the Company’s analysis, management has determined that the Company does not have any material uncertain tax positions. As of December 31, 2015 and 2014 , the Company had no deferred tax assets arising from net operating losses. The Company is subject to U.S. federal and state income tax examinations for tax years from its date of inception. The Company classifies interest to be paid on an underpayment of income taxes and any related penalties as income tax expense. The net deferred tax assets (liabilities) as of December 31, 2015 and 2014 consisted of the following components: December 31, (in millions) 2015 2014 Deferred tax assets: Lease financing obligations $ 2.2 $ 2.4 Customer loyalty accrual 0.4 0.9 Annual bonus 0.5 0.3 Other 0.5 0.5 Deferred tax assets 3.6 4.1 Deferred tax liabilities: Accelerated depreciation (6.3 ) (5.4 ) Intangible assets (12.0 ) (11.8 ) LIFO (1.1 ) — Other (0.3 ) (0.2 ) Deferred tax liabilities (19.7 ) (17.4 ) Total deferred taxes, net $ (16.1 ) $ (13.3 ) The net deferred tax assets (liabilities) are included in the December 31, 2015 and 2014 balance sheets as components of other liabilities. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES December 31, (in millions) 2015 2014 Crude oil and refinery feedstocks $ 171.8 $ 137.5 Refined products 162.0 150.0 Merchandise 22.8 22.3 Supplies and sundry items 19.0 15.9 375.6 325.7 Lower of cost or market inventory reserve (134.4 ) (73.6 ) Total $ 241.2 $ 252.1 Inventories accounted for under the LIFO method comprised 89% and 88% of the total inventory value at December 31, 2015 and 2014 , respectively, 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 $134.4 million and $73.6 million at December 31, 2015 and 2014 , respectively. During 2013, reductions in quantities of refined products inventory resulted in a liquidation of LIFO inventory quantities acquired at higher costs in prior years. The 2013 LIFO liquidation resulted in an increase in cost of sales of approximately $1.0 million . There were no such LIFO liquidations during 2015 or 2014. |
Equity Method Investment
Equity Method Investment | 12 Months Ended |
Dec. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment | EQUITY METHOD INVESTMENT The Company has a 17% common equity interest in MPL. The carrying value of this equity method investment was $82.1 million and $80.7 million at December 31, 2015 and 2014 , respectively. Summarized financial information for MPL is as follows: Year Ended December 31, (in millions) 2015 2014 2013 Revenues $ 206.2 $ 184.7 $ 161.9 Operating costs and expenses 88.9 141.3 74.5 Income from operations 117.3 43.4 68.2 Net income 96.5 22.8 68.2 Net income available to MPL common members 86.8 13.1 58.6 December 31, (in millions) 2015 2014 Balance sheet data: Current assets $ 24.0 $ 9.6 Noncurrent assets 441.8 450.7 Total assets $ 465.8 $ 460.3 Current liabilities $ 17.7 $ 21.9 Noncurrent liabilities — — Total liabilities $ 17.7 $ 21.9 Members capital $ 448.1 $ 438.4 As of December 31, 2015 and 2014 , the carrying amount of the equity method investment was $5.9 million and $6.2 million higher 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). Distributions received from MPL were $13.1 million , $7.5 million and $11.1 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Equity income from MPL was $14.8 million , $2.2 million and $10.0 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT Major classes of property, plant and equipment (“PP&E”) consisted of the following: Estimated December 31, (in millions) Useful Lives 2015 2014 Land $ 9.0 $ 9.0 Retail stores and equipment 2 - 22 years 72.3 65.7 Refinery and equipment 5 - 24 years 457.2 444.6 Buildings and building improvements 25 years 11.7 10.2 Software 5 years 18.9 18.8 Vehicles 5 years 5.6 4.7 Other equipment 2 - 7 years 10.4 9.1 Precious metals 10.2 10.2 Assets under construction 73.3 12.6 668.6 584.9 Less: Accumulated depreciation (180.8 ) (139.1 ) Property, plant and equipment, net $ 487.8 $ 445.8 PP&E includes gross assets acquired under capital leases of $13.3 million and $10.8 million at December 31, 2015 and 2014 , respectively, with related accumulated depreciation of $2.0 million and $1.7 million , respectively. The Company had depreciation expense related to capitalized software of $3.7 million , $3.7 million and $3.7 million for years ended December 31, 2015 , 2014 and 2013 , respectively. The Company capitalized $1.4 million of interest expense related to capital projects within the refining segment for the year ended December 31, 2015 . |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | INTANGIBLE ASSETS Intangible assets are comprised of franchise rights and trade name amounting to $33.8 million at both December 31, 2015 and 2014 . At both December 31, 2015 and 2014 , 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, 2015, the Company noted no indications of impairment. During the Company’s intangible assets impairment test for the year ended December 31, 2013, the Company identified a prior period error in the initial valuation of intangibles at inception on December 1, 2010. The impact of the error, which was immaterial to previously issued financial statements, resulted in an overstatement in the value of intangible assets at inception of $1.6 million . In the fourth quarter of 2013, an out-of-period adjustment was recorded to reduce intangible assets by $1.6 million and to reduce other liabilities by $0.6 million , for the related impact on long-term deferred tax liabilities. The Company recognized a $1.6 million charge, included in reorganization and related costs, and a $0.6 million income tax benefit to correct this immaterial error. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | 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 consolidated balance sheets and any related net gain or loss is recorded as a gain or loss in the 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 December 31, 2015 and 2014 , the Company had open commodity derivative instruments as follows: December 31, 2015 December 31, 2014 Crude oil and refined products (thousands of barrels): Futures - long 90 60 Futures - short 933 184 Swaps - long 5,155 — Swaps - short 525 — Forwards - long 4,445 3,868 Forwards - short 2,572 924 Natural gas (thousands of MMBTUs): Swaps 1,554 3,424 All contracts outstanding as of December 31, 2015 mature in 2016 . Fair Value of Derivative Instruments The following tables provide information about the fair values of the Company's derivative instruments as of December 31, 2015 and December 31, 2014 and the line items in the consolidated balance sheets in which the fair values are reflected. See Note 12 for additional information related to the fair values of derivative instruments. We are required to post margin collateral with a counterparty in support of our hedging activities. Funds posted as collateral were $6.0 million and $1.6 million as of December 31, 2015 and December 31, 2014 . 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. December 31, 2015 (in millions) Balance Sheet Location Assets Liabilities Commodity instruments: Swaps Accrued liabilities $ — $ 7.9 Futures Other current assets 0.4 — Forwards Other current assets 1.5 — Forwards Accrued liabilities — 1.5 Total $ 1.9 $ 9.4 December 31, 2014 (in millions) Balance Sheet Location Assets Liabilities Commodity instruments: Swaps Other current assets $ 1.3 $ — Swaps Accrued liabilities — 2.9 Swaps Other liabilities — 0.4 Futures Other current assets 0.4 — Futures Accrued liabilities — 1.2 Total $ 1.7 $ 4.5 Effect of Hedging 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: Year Ended December 31, (in millions) 2015 2014 2013 Gain (loss) on the change in fair value of outstanding derivatives $ (4.7 ) $ (2.8 ) $ 41.6 Settled derivative gains (losses) 1.5 12.4 (18.1 ) Total recognized gain (loss) $ (3.2 ) $ 9.6 $ 23.5 Gain (loss) recognized in Cost of sales $ (0.5 ) $ 9.6 $ 7.4 Gain (loss) recognized in operating expenses (2.7 ) — — Gain (loss) recognized in Gains (losses) from derivative activities — — 16.1 Total recognized net gain (loss) on derivatives $ (3.2 ) $ 9.6 $ 23.5 The Company is exposed to credit risk in the event of nonperformance by our counterparties on its risk mitigating arrangements. The counterparties are large financial institutions with long-term credit ratings of at least BBB+ by Standard and Poor’s and A3 by Moody’s. In the event of default, the Company would potentially 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. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | DEBT ABL Facility On September 29, 2014, the Company 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 borrowers under the ABL Facility are SPPR, NTB, NTR and SAF, each of which is a wholly owned subsidiary of the Company. Lenders under the ABL Facility hold commitments totaling $500 million , all of which mature on September 29, 2019. Borrowings under the ABL Facility 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% , in each case subject to adjustment based upon the average historical excess availability. The ABL 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 historical excess availability. The facility may be used for general corporate purposes, including to fund working capital needs and letter of credit requirements. The Company incurred financing costs associated with the new ABL Facility of $3.0 million which are being amortized to interest expense through the date of maturity. The ABL Facility is guaranteed, on a joint and several basis, by the Company 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 the Company and such subsidiaries’ cash and cash equivalents, accounts receivable and inventory and on a second priority basis by the Company and such subsidiaries’ fixed assets (other than real property). The ABL Facility contains certain covenants, including but not limited to limitations on debt, liens, 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 December 31, 2015 , the borrowing base under the ABL Facility was $199.0 million and availability under the ABL Facility was $152.7 million (which is net of $46.3 million in outstanding letters of credit). The Company had no borrowings under the ABL Facility at December 31, 2015 . 2020 Secured Notes At both December 31, 2015 and 2014 , NTE LLC had outstanding $350.0 million in aggregate principal amount of 7.125% senior secured notes due 2020 (the “2020 Secured Notes”). On September 29, 2014, the Company issued an additional $75.0 million of the 2020 Secured Notes at 105.75% of par for gross proceeds of $79.2 million . This offering was issued under the same indenture and associated terms as the existing 2020 Secured Notes. The issuance premium of $4.2 million and financing costs of $2.5 million associated with this offering are both being amortized as a net reduction to interest expense over the remaining life of the notes. 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 the $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 Refining and its subsidiaries. Western Refining'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. Effective in October 2013, the original issue of $275.0 million of the 2020 Secured Notes were registered with the SEC. In January 2015, the follow on offering of $75.0 million was also registered with the SEC. 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. Under the terms of the 2020 Secured Notes, the sale of NT InterHoldCo LLC to Western Refining on November 12, 2013 (see Note 1 ) represented a change in control. This change in control required the Company to extend a thirty day offer to noteholders to repurchase any or all of the notes they held at a price equivalent to 101% of the aggregate principal amount. Upon expiration of the thirty day term, none of the noteholders had accepted the repurchase offer. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Equity | EQUITY Western Refining Acquisition On November 5, 2013, NT Holdings formed a new subsidiary, NT InterHoldCo LLC, and later contributed all of its interest in NTE LP and Northern Tier Energy GP LLC, the non-economic general partner of NTE LP, to NT InterHoldCo LLC. Subsequent to the contribution, on November 12, 2013, NT Holdings entered into a definitive agreement to sell all of its interests in NT InterHoldCo LLC to Western Refining for total consideration of $775 million plus the distribution on the common units acquired with respect to the quarter ended September 30, 2013. As a result of this transaction, Western Refining indirectly owned 100% of Northern Tier Energy GP LLC and 35,622,500 common units, or 38.7% , of NTE LP. The balance of the limited partner units remain publicly traded. NTE LP received no proceeds from this transaction. As of the purchase date, NT InterHoldCo LLC, as the owner of the general partner of NTE LP, has the ability to appoint all of the members of the general partner’s board of directors. Proposed Merger with Western Refining NTE LP and NTE GP entered into an Agreement and Plan of Merger dated as of December 21, 2015 with Western Refining and Western Acquisition Co, LLC pursuant to which Western Refining will acquire all of Northern Tier's outstanding common units not already held by Western Refining. Each of the outstanding Northern Tier common units held by unitholders other than Western Refining (the “NTI Public Unitholders”) will be converted into the right to receive, subject to election by the Northern Tier Public Unitholders and proration, (i) $15.00 in cash without interest and 0.2986 of a share of Western Refining common stock; or (ii) $26.06 in cash without interest; or (iii) 0.7036 of a share of Western Refining common stock. The Merger is expected to close in the first half of 2016, pending the satisfaction of certain customary conditions and the approval of the Merger at a special meeting of NTI unitholders by the affirmative vote of holders of a majority of the outstanding Northern Tier common units (including the Northern Tier common units held by Western Refining). The transaction is expected to result in approximately 17.1 million additional shares of Western Refining common stock outstanding. Upon completion of the transaction, NTE LP will continue to exist as a limited partnership and will become a wholly-owned limited partnership subsidiary of Western Refining (see Note 21). Distribution Policy The Company generally expects within 60 days after the end of each quarter to make distributions, if any, 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 will equal the amount of available cash the Company generates in such quarter. Distributions on the Company's units will be in cash. Available cash for each quarter, if any, will be determined by the board of directors of the Company's general partner following the end of such quarter. Distributions are expected to be based on the amount of available cash generated in such quarter. Available cash for each quarter will generally equal the Company's cash flow from operations for the quarter, excluding working capital changes, less cash required for maintenance, regulatory, and previously approved organic growth 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 deems necessary or appropriate, including reserves for turnaround and related expenses, working capital, and organic growth projects. Such a decision by the board of directors may have an adverse impact on the available cash in the quarter(s) in which the reserves are withheld and a corresponding mitigating impact on the future quarter(s) in which the reserves are utilized. Actual turnaround and related expenses and capital expenditures for organic growth projects will be funded with cash reserves or borrowings under the ABL Facility. The Company may also choose to fund organic growth via issuance of debt or equity securities or borrowings under the ABL Facility. The Company does not intend to maintain excess distribution coverage or reserve cash for the purpose of maintaining stability or growth in our quarterly distribution. The Company does not intend to incur debt to pay quarterly distributions. The Company expects to finance substantially all of its external growth, either by issuances of debt or equity securities, or through borrowings under the ABL Facility. Because Northern Tier's policy will be to distribute an amount equal to the available cash generated each quarter, unitholders will have direct exposure to fluctuations in the amount of cash generated by the Company's business. The amount of quarterly distributions, if any, will vary based on operating cash flow during such quarter. As a result, quarterly distributions, if any, will not be stable and will vary from quarter to quarter as a direct result of variations in, among other factors, (i) operating performance, (ii) cash flows caused by, among other things, fluctuations in the prices of crude oil and other feedstocks and the prices received for finished products, (iii) working capital requirements, including inventory fluctuations, (iv) maintenance and regulatory capital expenditures, (v) organic growth capital expenditures less any amounts Northern Tier may choose to fund with borrowings from the ABL Facility or by issuance of debt or equity securities and (vi) cash reserves deemed necessary or appropriate by the board of directors of Northern Tier's general partner. Such variations in the amount of the quarterly distributions may be significant. Unlike most publicly traded partnerships, Northern Tier does not have a minimum quarterly distribution or employ structures intended to consistently maintain or increase distributions over time. The board of directors of Northern Tier's general partner may change the foregoing distribution policy at any time. The Company's partnership agreement does not require the payment of distributions to Northern Tier unitholders on a quarterly or other basis. The following table details the quarterly distributions paid to common unitholders: (in millions, except per unit amounts): Date Declared Date Paid Common Units and equivalents at record date (in millions) Distribution per common unit and equivalent Total Distribution (in millions) 2013 Distributions: February 11, 2013 February 28, 2013 91.9 $ 1.27 $ 116.7 May 13, 2013 May 30, 2013 92.2 $ 1.23 113.4 August 13, 2013 August 29, 2013 92.2 $ 0.68 62.7 November 11, 2013 November 27, 2013 92.2 $ 0.31 28.6 Total distributions paid during 2013 $ 3.49 $ 321.4 2014 Distributions: February 7, 2014 February 28, 2014 92.7 $ 0.41 $ 38.0 May 6, 2014 May 30, 2014 93.0 $ 0.77 71.6 August 5, 2014 August 29, 2014 93.0 $ 0.53 49.3 November 4, 2014 November 25, 2014 93.1 $ 1.00 92.9 Total distributions paid during 2014 $ 2.71 $ 251.8 2015 Distributions: February 5, 2015 February 27, 2015 93.7 $ 0.49 $ 45.9 May 5, 2015 May 29, 2015 93.7 $ 1.08 100.8 August 4, 2015 August 28, 2015 93.7 $ 1.19 111.3 November 3, 2015 November 25, 2015 93.7 $ 1.04 97.3 Total distributions paid during 2015 $ 3.80 $ 355.3 On February 3, 2016 , the Company declared a quarterly distribution of $0.38 per unit to common unitholders of record on February 12, 2016 , paid on February 19, 2016 . This distribution of approximately $35.7 million in aggregate is based on available cash generated during the three months ended December 31, 2015 . Earnings per Unit The following tables illustrate the computation of basic and diluted earnings per unit for the years ended December 31, 2015 , 2014 and 2013 . The Company has outstanding restricted common units under its LTIP program (see Note 14 ) that participate in non-forfeitable distributions, which requires the Company to calculate earnings per unit under the two-class method. Under this method, distributed earnings and undistributed earnings are allocated between unrestricted common units and restricted common units. The Company also has outstanding phantom common awards and one restricted common award under its LTIP program that participate in distributions through an accrual of distributions which are paid upon vesting of the underlying award. Such awards are treated as dilutive potential common securities for the purposes of our earnings per unit calculation. Year Ended December 31, (in millions, except unit and per-unit data) 2015 2014 2013 Net income available to common unitholders $ 331.0 $ 241.6 $ 231.1 Less: income allocated to participating securities (0.2 ) (1.1 ) (0.6 ) Net income attributable to unrestricted common units $ 330.8 $ 240.5 $ 230.5 Weighted average unrestricted common units - basic 92,492,796 92,222,793 91,915,335 Plus: dilutive potential common securities 365,033 37,252 — Weighted average unrestricted common units - diluted 92,857,829 92,260,045 91,915,335 Basic earnings per unit $ 3.58 $ 2.61 $ 2.51 Diluted earnings per unit $ 3.56 $ 2.61 $ 2.51 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 December 31, 2015 and 2014 : Balance at Quoted prices in active markets Significant other observable inputs Unobservable inputs (in millions) December 31, 2015 (Level 1) (Level 2) (Level 3) ASSETS Cash and cash equivalents $ 70.9 $ 70.9 $ — $ — Other current assets Derivative asset - current 1.9 — 1.9 — $ 72.8 $ 70.9 $ 1.9 $ — LIABILITIES Accrued liabilities Derivative liability - current $ 9.4 $ — $ 9.4 $ — $ 9.4 $ — $ 9.4 $ — Balance at Quoted prices in active markets Significant other observable inputs Unobservable inputs (in millions) December 31, 2014 (Level 1) (Level 2) (Level 3) ASSETS Cash and cash equivalents $ 87.9 $ 87.9 $ — $ — Other current assets Derivative asset - current 1.7 — 1.7 — $ 89.6 $ 87.9 $ 1.7 $ — LIABILITIES Accrued liabilities Derivative liability - current $ 4.1 $ — $ 4.1 $ — Other liabilities Derivative liability - long-term 0.4 — 0.4 — $ 4.5 $ — $ 4.5 $ — As of December 31, 2015 and 2014 , 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 years ended December 31, 2015 and 2014 , 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 years ended December 31, 2015 , 2014 and 2013 there were no adjustments to the fair value of such assets. The carrying value of debt, which is reported on the Company’s consolidated balance sheets, reflects the cash proceeds received upon its 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). December 31, 2015 December 31, 2014 (in millions) Carrying Amount Fair Value Carrying Amount Fair Value 2020 Secured Notes $ 342.0 $ 360.5 $ 354.2 $ 351.3 |
Asset Retirement Obligations
Asset Retirement Obligations | 12 Months Ended |
Dec. 31, 2015 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | ASSET RETIREMENT OBLIGATIONS The following table summarizes the changes in asset retirement obligations: Year Ended December 31, (in millions) 2015 2014 2013 Asset retirement obligation balance at beginning of period $ 2.4 $ 2.2 $ 1.9 Costs incurred to remediate (0.3 ) — — Accretion expense 0.3 0.2 0.3 Asset retirement obligation balance at end of period $ 2.4 $ 2.4 $ 2.2 |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | EQUITY-BASED COMPENSATION The Company maintains an equity-based compensation plan designed to encourage employees and directors of the Company to achieve superior performance. The current plan is maintained by the general partner of NTE LP and is referred to as the 2012 Long-Term Incentive Plan (“LTIP”). The Company recognized equity-based compensation expense of $10.3 million , $14.0 million and $7.1 million for the years ended December 31, 2015 , 2014 and 2013 , respectively, related to these plans. For the year ended December 31, 2014 , $9.2 million of equity-based compensation expense is included in selling, general and administrative expenses and $4.8 million is included in reorganization and related costs (see Note 20 ) in the consolidated statements of operations and comprehensive income. For all other periods, equity-based compensation is entirely included in selling, general and administrative expenses. LTIP Approximately 7.4 million NTE LP common units are reserved for issuance under the LTIP. The LTIP was created concurrent with the IPO and permits the award of unit options, restricted units, phantom units, distribution equivalent rights, unit appreciation rights and other awards that derive their value from the market price of NTE LP’s common units. As of December 31, 2015 , approximately 1.0 million units were outstanding under the LTIP. The Company recognizes the expense on all LTIP awards ratably from the grant date until all units become unrestricted. Awards generally vest ratably over a three -year period beginning on the award's first anniversary date. Compensation expense related to these restricted units is 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. For awards to employees, the Company estimates a forfeiture rate which is subject to revision depending on the actual forfeiture experience. As of December 31, 2015 and 2014 , the total unrecognized compensation cost for LTIP restricted units was $16.1 million and $12.1 million , respectively. Restricted Common Units As of December 31, 2015 , the Company had 0.2 million restricted common units outstanding. Upon vesting, these common units will no longer be restricted. All restricted common units participate in distributions on an equal basis with common units and any such distributions must be paid no later than 30 days after the distribution date to common unitholders. For restricted common unit awards outstanding at December 31, 2015 , the forfeiture rates on LTIP awards ranged from zero to 30% , depending on the employee classification and the length of the award's vesting period. The Company has one restricted common unit award which contains a clause that distributions are to be accrued until the underlying units vest at which time the accrued distributions applicable to those units will be paid to the award holder. The accrued distributions on that award at December 31, 2015 and December 31, 2014 were $0.7 million and $0.4 million , respectively. A summary of the 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, 2013 306.6 $ 27.02 2.9 Awarded 486.9 24.31 2.0 Forfeited (7.2 ) 25.21 — Vested (390.1 ) 25.99 — Nonvested at December 31, 2014 396.2 $ 24.73 1.3 Awarded 1.0 24.90 2.0 Vested (205.7 ) 24.71 — Nonvested at December 31, 2015 191.5 24.75 1.0 Phantom Common Units Service-based Phantom Common Units During 2014, the Company began awarding service-based phantom common units to certain employees. As of December 31, 2015 , the Company had 0.6 million service-based phantom common units outstanding. Upon vesting, the Company may settle these units in common units or cash, or a combination of both, in the discretion of the board of directors of NTE GP or its Compensation Committee. Like the restricted common units, the phantom common units participate in distributions on an equal basis with common units. However, distributions on phantom common units are accrued until the underlying units vest at which time the distributions are paid in cash. In the event that unvested phantom common units are forfeited or canceled, any accrued distributions on the underlying units are forfeited by the grantee. As of December 31, 2015 and December 31, 2014 , the Company had $2.5 million and $0.8 million , respectively, in accrued service-based phantom common unit distributions included in both accrued liabilities and other liabilities in the consolidated balance sheets. For phantom common unit awards outstanding at December 31, 2015 , the forfeiture rates on LTIP awards ranged from zero to 20% , depending on the employee classification. Performance-based Phantom Common Units In January 2015, the Company granted 0.3 million performance-based phantom common units, or Performance LTIPs, under the LTIP. Assuming a threshold EBITDA is achieved, participants are entitled to an award under the Performance LTIPs based on the Company’s achievement of two criteria compared to the performance peer group selected by the Compensation Committee over the performance period: (a) return on capital employed, referred to as a performance condition, and (b) total unitholder return, referred to as a market condition. The Company accounts for the performance conditions and market conditions in each Performance LTIPs as separate awards. Each of the performance condition awards and market condition awards represent the right to receive common units or cash, or a combination of both, in the discretion of the board of directors of NTE GP or its Compensation Committee at the end of a three -year performance period in an amount ranging from zero to 200% of the original number of units granted, depending upon the Company’s achievement of the performance conditions and market conditions, respectively. Performance Condition Awards . The 0.3 million Performance LTIPs include 0.2 million performance condition awards. The fair value of performance condition awards is estimated using the market price of the Company's common units on the grant date and management's assessment of the probability of the number of performance condition awards that will ultimately be awarded. The estimated fair value of these performance condition awards is amortized over a three -year vesting period using the straight-line method. On a quarterly basis, the Company estimates the ultimate payout percentage, relative to target, and adjusts compensation expense accordingly. At December 31, 2015 , the Company estimates that 200% of the target unit count will be achieved at the end of the vesting term. Market Condition Awards . The 0.3 million Performance LTIPs include 0.1 million market condition awards. The estimated fair value for market condition awards is estimated using a Monte Carlo simulation model as of the grant date and the related expense is amortized over a three -year vesting period using the straight-line method. The compensation expense relating to the market condition awards are determined at the award's grant date and expensed ratably at a fixed rate over the vesting term. However, for purposes of the Company's earnings per unit calculation (see Note 11 ) and the phantom common unit activity table below, the Company estimates that at December 31, 2015 , 88.2% of the target unit count will be achieved at the end of the vesting term. Expected volatilities are based on the historical volatility over the most recent three -year period. The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of valuation. The assumptions used in the Monte Carlo simulation used to value our market condition awards as of December 31, 2015 are presented below: Expected volatility 34.10 % Risk-free interest rate 0.84 % As of December 31, 2015 , the Company had $1.0 million in accrued performance-based phantom common unit distributions included in accrued liabilities in the condensed consolidated balance sheets. A summary of all phantom common unit activity is set forth below: Number of phantom common units Weighted Weighted (in thousands) Average Grant Average Term Service-Based Performance-Based Total Date Value Until Maturity Nonvested at December 31, 2013 — — — $ — — Awarded 351.5 — 351.5 26.99 2.7 Forfeited (12.9 ) — (12.9 ) 27.01 — Vested (0.9 ) — (0.9 ) 27.01 — Nonvested at December 31, 2014 337.7 — 337.7 26.99 2.0 Awarded 447.9 182.4 630.3 23.37 1.9 Incremental performance units — 80.4 80.4 23.06 1.7 Forfeited (91.3 ) (2.1 ) (93.4 ) 26.22 — Vested (112.4 ) — (112.4 ) 27.02 — Nonvested at December 31, 2015 581.9 260.7 842.6 $ 24.00 1.5 In January 2016, the Company issued an additional 0.4 million time-based phantom common units and 0.2 million performance-based phantom common units to key employees and non-employee directors. The time-based awards vest ratably over the three years following the grant date. The performance-based awards will vest on September 30, 2018 and contain payout provisions between zero and 200% , similar to the 2015 performance-based awards. The January 2016 awards are expected to have a grant date fair value of approximately $13 million . |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit 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. The Company provides a matching contribution to eligible participants at the rate of 100% of up to 6.0% of a participant’s contribution and a non-matching contribution to eligible employees of 3.0% of eligible compensation. Total Company contributions to the Retirement Savings Plans were $7.4 million , $7.1 million and $6.1 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Cash Balance Plan The Company sponsors a defined benefit cash balance pension plan (the “Cash Balance Plan”) for eligible employees. Company contributions are made to the cash account of the participants equal to 5.0% of eligible compensation. Participants’ cash accounts also receive 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. Retiree Medical Plan The Company also sponsors a plan to provide eligible retirees with health care benefits prior to age 65 (the “Retiree Medical Plan”). Eligible employees may participate in the Company’s health care benefits after retirement subject to cost-sharing features. To be eligible for the Retiree Medical Plan employees must have completed at least 10 years of service with the Company, inclusive of years of service with Marathon, and be between the ages of 55 and 65 years old on or before December 31, 2015 . In 2015, the Retiree Medical Plan was amended to stop accepting new enrollment beginning January 1, 2016 but will continue to provide benefits to existing eligible participants. Funded Status and Net Period Benefit Costs The changes to the benefit obligation, fair value of plan assets and funded status of the Cash Balance Plan and the Retiree Medical Plan (the “Plans”) for the years ended December 31, 2015 , 2014 and 2013 were as follows: Cash Balance Plan Retiree Medical Plan Year Ended December 31, Year Ended December 31, (in millions) 2015 2014 2013 2015 2014 2013 Change in benefit obligation: Benefit obligation at beginning of year $ 7.0 $ 4.6 $ 2.3 $ 3.1 $ 2.1 $ 2.4 Service cost 2.3 2.1 1.9 0.3 0.2 0.3 Interest cost 0.4 0.3 0.2 0.1 0.1 0.1 Actuarial loss (gain) (0.2 ) 0.6 0.3 (0.7 ) 0.7 (0.6 ) Plan amendments — — — (2.4 ) — — Benefits paid (0.6 ) (0.6 ) (0.1 ) (0.1 ) — (0.1 ) Benefit obligation at end of year 8.9 7.0 4.6 0.3 3.1 2.1 Change in plan assets: Fair value of plan assets at beginning of year 4.3 4.6 2.1 — — — Employer contributions 2.2 0.2 2.5 0.1 — 0.1 Return on plan assets — 0.1 0.1 — — — Benefits paid (0.6 ) (0.6 ) (0.1 ) (0.1 ) — (0.1 ) Fair value of plan assets at end of year 5.9 4.3 4.6 — — — Reconciliation of funded status: Fair value of plan assets at end of year 5.9 4.3 4.6 — — — Benefit obligation at end of year 8.9 7.0 4.6 0.3 3.1 2.1 Funded status at end of year $ (3.0 ) $ (2.7 ) $ — $ (0.3 ) $ (3.1 ) $ (2.1 ) At December 31, 2015 and 2014 , the projected benefit obligations exceeded the fair value of the Plans’ assets by $3.3 million and $5.8 million , respectively. This unfunded obligation is classified in other liabilities on the consolidated balance sheets. Our cash balance plan held investments in mutual funds of $5.9 million and $4.3 million at December 31, 2015 and 2014 , respectively, that were valued using level 1 inputs from the fair value hierarchy (see Note 12 ). The components of net periodic benefit cost and other amounts recognized in equity related to the Plans for the years ended December 31, 2015 , 2014 and 2013 were as follows: Cash Balance Plan Retiree Medical Plan Year Ended December 31, Year Ended December 31, (in millions) 2015 2014 2013 2015 2014 2013 Components of net periodic benefit cost: Service cost $ 2.3 $ 2.1 $ 1.9 $ 0.3 $ 0.2 $ 0.3 Amortization of prior service cost — — — 0.2 0.1 0.2 Interest cost 0.4 0.3 0.2 0.1 0.1 0.1 Expected return on plan assets (0.1 ) (0.2 ) (0.1 ) — — — Net periodic benefit cost $ 2.6 $ 2.2 $ 2.0 $ 0.6 $ 0.4 $ 0.6 Changes recognized in other comprehensive (income) loss: Prior service cost addition (amortization) $ — $ — $ — $ (0.2 ) $ (0.2 ) $ (0.2 ) Net prior service cost/(credit) — — — (2.4 ) — — Actuarial (gain) loss — 0.7 0.3 (0.7 ) 0.7 (0.6 ) Experience loss — — — — — — Total changes recognized in other comprehensive (income) loss $ — $ 0.7 $ 0.3 $ (3.3 ) $ 0.5 $ (0.8 ) Assumptions The weighted average assumptions used to determine the Company’s benefit obligations are as follows: Cash Balance Plan Retiree Medical Plan Year Ended December 31, Year Ended December 31, 2015 2014 2013 2015 2014 2013 Discount rate 4.50% 4.00% 5.00% 2.50% 4.00% 5.00% Rate of compensation increase 3.00% 3.00% 4.00% N/A N/A N/A Health care cost trend rate: Initial rate N/A N/A N/A 7.00% 7.50% 7.00% Ultimate rate N/A N/A N/A 5.00% 5.00% 5.00% Years to ultimate N/A N/A N/A 4 5 4 The weighted average assumptions used to determine the net periodic benefit cost are as follows: Cash Balance Plan Retiree Medical Plan Year Ended December 31, Year Ended December 31, 2015 2014 2013 2015 2014 2013 Discount rate 4.00% 5.00% 4.00% 4.00% 5.00% 4.00% Expected long-term rate of return on plan assets 3.75% 4.75% 4.25% N/A N/A N/A Rate of compensation increase 3.00% 4.00% 4.00% N/A N/A N/A Heather care cost trend rate: Initial rate N/A N/A N/A 7.50% 7.00% 7.50% Ultimate rate N/A N/A N/A 5.00% 5.00% 5.00% Years to ultimate N/A N/A N/A 5 4 5 The assumptions used to determine of the Company’s obligations and benefit cost are based upon management’s best estimates as of the annual measurement date. The discount rate utilized was based upon bond portfolio curves over a duration similar to the Cash Balance Plan’s and Retiree Medical Plan’s respective expected future cash flows as of the measurement date. The expected long-term rate of return on plan assets is the weighted average rate of earnings expected of the funds invested or to be invested based upon the targeted investment strategy for the plan. The assumed average rate of compensation increase is the average annual compensation increase expected over the remaining employment periods for the participating employees. Contributions, Plan Assets and Estimated Future Benefit Payments Employer contributions to the Cash Balance Plan of $2.2 million , $0.2 million and $2.5 million were made during the years ended December 31, 2015 , 2014 and 2013 , respectively. These contributions were invested into equity and bond mutual funds and money market funds which are deemed Level 1 assets as described in Note 12 . The Company expects funding requirements of approximately $2.5 million during the year ending December 31, 2016 . At December 31, 2015 , anticipated benefit payments to participants from the Plans in future years are as follows: (in millions) Cash Balance Plan Retiree Medical Plan 2016 $ 0.3 $ 0.1 2017 0.4 0.1 2018 0.5 — 2019 0.7 — 2020 0.9 — 2021-2025 6.5 0.1 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information is as follows: Year Ended December 31, (in millions) 2015 2014 2013 Net cash from operating activities included: Interest paid $ 29.0 $ 22.5 $ 26.7 Income taxes paid 6.1 5.0 3.7 Noncash investing and financing activities include: Capital expenditures included in accounts payable $ 13.8 $ 2.9 $ 10.2 PP&E derecognized in sale leaseback 1.8 — — PP&E additions resulting from a capital lease 4.5 1.7 1.2 Distributions accrued on unvested equity awards 4.2 — — |
Leasing Arrangements
Leasing Arrangements | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Leasing Arrangements | LEASING ARRANGEMENTS Concurrent with our formation in 2010, certain acquired assets (including real property interests and land related to 135 of the SuperAmerica convenience stores and the SuperMom’s bakery) were sold to a third party equity real estate investment trust. In connection with the closing of the Marathon Acquisition, the Company assumed the leasing of these properties from the real estate investment trust on a long-term basis. All stores owned at the conclusion of these transactions were sold and leased back from the equity real estate investment trust. As of December 31, 2015 , 133 of the SuperAmerica convenience stores and the SuperMom’s Bakery remain under the lease with the equity real estate investment trust. In accordance with ASC Topic 840 “Sale Leaseback Transactions,” the Company determined that subsequent to this sale, it had a continuing involvement for a portion of these property interests due to potential environmental obligations or due to subleasing arrangements. For these respective properties, the fair value of the assets and the related lease obligation will remain on the Company’s consolidated balance sheet until the end of the lease term or until the continuing involvement is resolved. The assets are included in property, plant and equipment and are being depreciated over their remaining useful lives. The lease payments relating to these property interests are recognized as interest expense. Subsequent to the initial transaction, the Company’s continuing involvement ended for a subset of these stores and, as such, the related fair value of the assets and the lease obligation for these stores have been removed from the Company’s consolidated balance sheet. The remainder of properties sold to the third party real estate investment trust are treated as operating leases. The Company also leases a variety of facilities and equipment under other operating leases, including land and building space, office equipment, vehicles, rail tracks for storage of rail tank cars near the refinery and numerous rail tank cars. Many of our operating leases have renewal options at various future dates and some of our leases have escalation clauses which are indexed to CPI or other inflation related measures. Future minimum commitments for operating lease obligations having an initial or remaining non-cancelable lease terms in excess of one year are as follows: (in millions) Capital Leases Operating Leases Total Leases 2016 $ 1.5 $ 30.8 $ 32.3 2017 1.3 27.1 28.4 2018 1.3 26.6 27.9 2019 1.3 25.4 26.7 2020 1.2 24.9 26.1 Thereafter 13.8 161.7 175.5 Total $ 20.4 $ 296.5 $ 316.9 Less: amount representing interest (11.3 ) — (11.3 ) Present value of net minimum lease payments $ 9.1 $ 296.5 $ 305.6 Rental expense was $25.1 million , $25.4 million , $24.0 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and 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. The plaintiff purports to bring the action also on behalf of others similarly situated and seeks statutory penalties, injunctive relief, and other remedies. The Company is vigorously defending itself. This action is in its preliminary stages and the Company is unable to predict the possible loss or range of loss, if any. 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 December 31, 2015 and 2014 , accruals for remediation and closure obligations totaled $8.6 million and $8.7 million , respectively. Of the $8.6 million and $8.7 million accrued, $2.6 million and $2.9 million are recorded on a discounted basis as of December 31, 2015 and 2014 , respectively. These discounted liabilities are expected to be settled over at least the next 22 years. At December 31, 2015 , the estimated future cash flows to settle these discounted liabilities totaled $3.2 million and are discounted at a rate of 2.74% . 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 and $0.2 million at December 31, 2015 and 2014 , respectively. 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 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 our 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 December 31, 2015 , and 2014 , the Company estimates the remediation costs to be approximately $6.0 million and $5.8 million , respectively, subject to receiving final bids from contractors. In connection with the Company's December 2010 acquisition of the St. Paul Park refinery, among other assets, from Marathon, the Company entered into an agreement with Marathon which required Marathon to share in the future remediation costs of the lagoons, should they be required. During the three months ended September 30, 2015, the Company entered into a settlement and release agreement with Marathon and received $3.5 million pursuant to this settlement which was recorded as a reduction of direct operating expenses. Future estimated cash outflows to remediate environmental matters are as follows: (in millions) Groundwater Contamination Wastewater Lagoon Total 2016 $ 0.3 $ 6.0 $ 6.3 2017 0.2 — 0.2 2018 0.2 — 0.2 2019 0.2 — 0.2 2020 0.2 — 0.2 Thereafter 2.1 — 2.1 Total $ 3.2 $ 6.0 $ 9.2 Less: amount representing interest (0.6 ) — (0.6 ) Present value of estimated future cash flows $ 2.6 $ 6.0 $ 8.6 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. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
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 MPL Investments, and • Retail – operates 168 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: (in millions) Year ended December 31, 2015 Refining Retail Other Total Revenues Customer $ 2,289.1 $ 1,115.9 $ — $ 3,405.0 Intersegment 647.7 — — 647.7 Segment revenues 2,936.8 1,115.9 — 4,052.7 Elimination of intersegment revenues — — (647.7 ) (647.7 ) Total revenues $ 2,936.8 $ 1,115.9 $ (647.7 ) $ 3,405.0 Income (loss) from operations $ 374.8 $ 19.2 $ (25.9 ) $ 368.1 Income from equity method investment $ 14.8 $ — $ — $ 14.8 Depreciation and amortization $ 35.4 $ 7.7 $ 0.9 $ 44.0 Capital expenditures $ 63.8 $ 7.7 $ 0.3 $ 71.8 (in millions) Year ended December 31, 2014 (1) Refining Retail Other Total Revenues Customer $ 4,165.6 $ 1,390.4 $ — $ 5,556.0 Intersegment 932.1 — — 932.1 Segment revenues 5,097.7 1,390.4 — 6,488.1 Elimination of intersegment revenues — — (932.1 ) (932.1 ) Total revenues $ 5,097.7 $ 1,390.4 $ (932.1 ) $ 5,556.0 Income (loss) from operations $ 303.5 $ 22.9 $ (51.1 ) $ 275.3 Income from equity method investment $ 2.2 $ — $ — $ 2.2 Depreciation and amortization $ 33.7 $ 7.3 $ 0.9 $ 41.9 Capital expenditures $ 35.4 $ 8.8 $ 0.6 $ 44.8 (in millions) Year ended December 31, 2013 (1) Refining Retail Other Total Revenues Customer $ 3,520.2 $ 1,459.0 $ — $ 4,979.2 Intersegment 1,015.8 — — 1,015.8 Segment revenues 4,536.0 1,459.0 — 5,995.0 Elimination of intersegment revenues — — (1,015.8 ) (1,015.8 ) Total revenues $ 4,536.0 $ 1,459.0 $ (1,015.8 ) $ 4,979.2 Income (loss) from operations $ 263.1 $ 15.2 $ (32.2 ) $ 246.1 Income from equity method investment $ 10.0 $ — $ — $ 10.0 Depreciation and amortization $ 30.4 $ 7.1 $ 0.6 $ 38.1 Capital expenditures $ 88.7 $ 7.7 $ 0.2 $ 96.6 (1) In 2015, the Company modified the methodology whereby corporate costs are allocated to the Refining and Retail segments. This modification resulted in additional costs being allocated to the Refining and Retail segments from the Other segment. The table below presents the increase or (decrease) in Income (loss) from operations in the years ended December 31, 2014 and 2013 that would have occurred as a result of this modification if the adjustments had been applied retroactively: Year ended December 31, 2014 Year ended December 31, 2013 (in millions) Refining Retail Other Total Refining Retail Other Total Increase (decrease) (7.7 ) (4.4 ) 12.1 — (2.2 ) (1.6 ) 3.8 — 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 December 31, 2015 $ 917.4 $ 138.7 $ 81.2 $ 1,137.3 At December 31, 2014 $ 932.9 $ 132.6 $ 99.4 $ 1,164.9 The Company's equity method investment in MPL is included in the refining segment's assets and had a carrying value of $82.1 million and $80.7 million at December 31, 2015 and 2014 , respectively. See Note 6 for further information on the Company’s equity method investment. Total assets for the refining and retail segments exclude all intercompany balances. All cash and cash equivalents are included as corporate/other assets. All property, plant and equipment are located in the United States. |
Reorganization and Related Cost
Reorganization and Related Costs (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Reorganization and Related Costs | REORGANIZATION AND RELATED COSTS During the first quarter of 2014, the Company initiated a plan that included the relocation of its corporate offices from Ridgefield, Connecticut to Tempe, Arizona and the reorganization of various positions within the Company, primarily among senior management. In relation to this reorganization plan, it was determined during the year ended December 31, 2014 that certain employees of the Company would be terminated. The Company recognized zero and $12.9 million of expense during the years ended December 31, 2015 and 2014 , respectively, which included compensation related to the severance of employment and the acceleration of unvested equity based compensation. These costs are recognized in the reorganization and related costs line within the consolidated statements of operations and comprehensive income. All reorganization and related costs are recognized in the Other segment. Substantially all reorganization costs associated with the corporate office relocation were fully recognized at December 31, 2015 . As of December 31, 2015 , the Company had $0.2 million in unpaid reorganization expenses included in the accrued liabilities line item of the consolidated balance sheets, which is expected to be completely paid by December 31, 2016. Year Ended December 31, (in millions) 2015 2014 Unpaid restructuring costs at beginning of period $ 0.8 $ — Reorganization and related costs incurred during period — 12.9 Less: non-cash equity based awards with accelerated vesting — (4.8 ) Cash payments made to severed employees (0.6 ) (7.3 ) Ending liability for cash portion of reorganization costs $ 0.2 $ 0.8 The reorganization and related costs in the year ended December 31, 2013 relate primarily to offering costs for the sale of common units by NT Holdings. |
Proposed Merger Transaction Pro
Proposed Merger Transaction Proposed Merger Transaction | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Proposed Merger Transaction | PROPOSED MERGER TRANSACTION On December 21, 2015 NTI entered into the Merger Agreement, by and among Western Refining, Western Acquisition Co, LLC, a Delaware limited liability company and wholly-owned subsidiary of Western Refining (“MergerCo”), NTI and NTI GP. Upon the terms and subject to the conditions set forth in the Merger Agreement, MergerCo will merge with and into NTI, the separate limited liability company existence of MergerCo will cease and NTI will continue to exist as a limited partnership under Delaware law as the surviving entity in the Merger. NT InterHoldCo LLC, a Delaware limited liability company and wholly-owned subsidiary of Western (“NT InterHoldCo”), owns 100% of the membership interests in NTI GP and approximately 38.3% of NTI’s outstanding common units representing limited partner interests in NTI (“NTI Common Units”). NT InterHoldCo also owns 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 will remain the sole general partner of NTI, the NTI Common Units held by Western Refining and its subsidiaries will be unchanged and remain issued and outstanding, and, by virtue of the Merger, all of the membership interests in MergerCo will automatically be converted into the number of NTI Common Units (excluding any NTI Common Units owned by Western Refining and its subsidiaries) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”). Consequently, NT InterHoldCo and its wholly-owned subsidiary, MergerCo HoldCo, will become the sole limited partners of NTI. At the Effective Time, each of the outstanding NTI Common Units held by the NTI Public Unitholders will be converted into the right to receive, subject to election by the NTI Public Unitholders and proration, (i) $15.00 in cash without interest and 0.2986 of a share of Western Refining’s common stock, par value $0.01 per share (“Western Common Stock”) (the “Standard Mix of Consideration”), (ii) $26.06 in cash without interest (the “Cash Election”), or (iii) 0.7036 of a share of Western Common Stock (the “Stock Election”). The Cash and Stock Elections will be subject to proration to ensure that the total amount of cash paid and the total number of shares of Western Refining Common Stock issued and delivered (which may include shares of Western Refining Common Stock held in treasury by Western Refining and reissued) in the Merger to NTI Public Unitholders as a whole are equal to the total amount of cash and number of shares of Western Refining Common Stock that would have been paid and issued if all NTI Public Unitholders received the Standard Mix of Consideration. The transaction is expected to result in the payment and delivery of approximately $858.2 million in cash and 17.1 million shares of Western Refining Common Stock to the NTI Public Unitholders. The parties anticipate that the Merger will close in the first half of 2016, pending the satisfaction of certain customary conditions thereto. Pursuant to the terms of the Merger Agreement, with respect to the quarter in which the closing date of the Merger (the "Closing Date") occurs, NTI will, to the extent it generates available cash in such quarter, make a prorated quarterly cash distribution to all NTI common unitholders, including NT InterHoldCo, for the portion of the quarter that NTI Public Unitholders own NTI Common Units prior to the Closing Date, in the event that NTI Public Unitholders who receive Western Refining Common Stock in the Merger would not receive a dividend with respect to the Western Refining Common Stock received in the Merger, due to the record date for such dividend occurring before the Closing Date. Any prorated quarterly distribution for the quarter in which the Closing Date occurs will be paid to NTI Public Unitholders as of the effective time for the Merger, together with the Merger consideration payable with respect to the Merger. The Merger Agreement contains customary representations, warranties, covenants and agreements by each of the parties. Completion of the Merger is conditioned upon, among other things: (1) approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger (the “Merger Transactions”), by the affirmative vote of NTI common unitholders, as of the record date for the NTI special meeting, holding a majority of the outstanding NTI Common Units; (2) any waiting period applicable to the Merger Transactions under the Hart-Scott-Rodino Antitrust Act of 1976, as amended (the “HSR Act”) having been terminated or expired; (3) all filings, consents, approvals, permits and authorizations required to be made or obtained prior to the Effective Time in connection with the Merger Transactions having been made or obtained; (4) the absence of legal injunctions or impediments prohibiting the Merger Transactions; (5) the effectiveness of a registration statement on Form S-4 (the “Registration Statement”) with respect to the issuance of new shares of Western Common Stock in the Merger; and (6) approval of the listing on the New York Stock Exchange, subject to official notice of issuance, of the new shares of Western Common Stock to be issued and delivered (or, to the extent held in treasury by Western, delivered but not issued) in the Merger. On January 29, 2016, the United States Federal Trade Commission granted early termination of the waiting periods applicable to the Merger Transactions under the HSR Act. The NTI GP Conflicts Committee, acting for NTI GP in its capacity as the general partner of NTI, approved the Merger Agreement and the Merger Transactions, and determined that the Merger Agreement and the Merger Transactions are fair and reasonable to NTI and the holders of NTI Common Units other than NTI GP and its affiliates (the “NTI Unaffiliated Unitholders”) and are not adverse to the interests of NTI or the interests of the NTI Unaffiliated Unitholders. The Board of Directors of Western Refining has also approved the Merger Agreement and the Merger Transactions. On January 19, 2016, Western Refining filed a preliminary registration statement on Form S-4 (the “Preliminary S-4”) to register the shares of Western Refining Common Stock to be issued and delivered (or, to the extent held in treasury by Western Refining, delivered but not issued) in the Merger. The Preliminary S-4 is subject to future amendments depending on review and comments by the SEC. On that same date, the parties to the Merger Agreement jointly filed a transaction statement on Schedule 13E-3, which discloses the material terms of the Merger Transactions and is also subject to future amendments. |
Supplementary Quarterly Financi
Supplementary Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Supplementary Quarterly Financial Information (Unaudited) | SUPPLEMENTARY QUARTERLY FINANCIAL INFORMATION (UNAUDITED) 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 2015 and 2014 , the volatility in crude oil prices and refining margins also contributed to the variability of our results of operations for the four calendar quarters. (in millions, except per unit data) First Quarter Second Quarter Third Quarter Fourth Quarter Total 2015 Revenue $ 793.8 $ 959.8 $ 891.6 $ 759.8 $ 3,405.0 Operating income 119.5 139.3 114.6 (5.3 ) 368.1 Net income 111.2 128.9 103.5 (12.6 ) 331.0 Earnings per common unit - basic $ 1.20 $ 1.39 $ 1.11 $ (0.14 ) $ 3.58 Earnings per common unit - diluted $ 1.20 $ 1.39 $ 1.11 $ (0.14 ) $ 3.56 2014 Revenue $ 1,346.3 $ 1,602.5 $ 1,547.4 $ 1,059.8 $ 5,556.0 Operating income 77.8 65.6 104.8 27.1 275.3 Net income 71.5 57.9 96.2 16.0 241.6 Earnings per common unit - basic $ 0.77 $ 0.62 $ 1.04 $ 0.17 $ 2.61 Earnings per common unit - diluted $ 0.77 $ 0.62 $ 1.04 $ 0.17 $ 2.61 |
Summary of Principal Accounti30
Summary of Principal Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation, Policy | 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 consolidated financial statements. The Company’s common equity interest in MPL is accounted for using the equity method of accounting in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 323. Equity income from MPL represents the Company’s proportionate share of net income available to common equity owners generated by MPL. The equity method investment is 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 net income. See Note 6 for further information on the Company’s equity method investment. MPL Investments owns all of the preferred membership units of MPL. This investment in MPL Investments, which provides the Company no significant influence over MPL Investments, is accounted for as a cost method investment. The investment in MPL Investments is carried at a value of $6.8 million as of both December 31, 2015 and 2014 and is included in other noncurrent assets within the consolidated balance sheets. |
Use of Estimates, Policy | 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 consolidated financial statements and the reported amounts of revenues and expenses during the respective reporting periods. Actual results could differ from those estimates. |
Segment Reporting, Policy | Operating Segments The Company has two reportable operating segments; Refining and Retail (see Note 19 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, terminal and related assets, NTOT and includes the Company’s interest in MPL and MPL Investments, and • Retail – comprised 168 Company operated convenience stores and 109 franchisee operated convenience stores as of December 31, 2015 , primarily in Minnesota and Wisconsin. The retail segment also includes the operation of NTB. |
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less from the date of purchase to be cash equivalents. |
Trade and Other Accounts Receivable, Policy | Receivables and Allowance for Doubtful Accounts Receivables of the Company primarily consist of customer accounts receivable. The accounts receivable are due from a diverse base including companies in the petroleum industry, airlines and governmental entities. The allowance for doubtful accounts is reviewed regularly for collectability. All customer receivables are recorded at the invoiced amounts and generally do not bear interest. When it becomes probable the receivable will not be collected, the balances for customer receivables are charged directly to bad debt expense. The allowance for doubtful accounts was zero and $0.2 million as of December 31, 2015 and December 31, 2014 , respectively. |
Inventory, Policy | 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”) cost flow 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 for each of the Company's various inventory product pools and can result in a reversal of previously recorded reserves. However, in no case would the LCM reserve be reversed 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, Policy | 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 consolidated statements of operations. 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. |
Goodwill and Intangible Assets, Goodwill, Policy | Intangible Assets Intangible assets primarily include a retail marketing trade name and franchise agreements. These assets have an indefinite life and therefore 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. If the estimated fair value is less than the carrying amount of the asset, an impairment loss is recognized based on the estimated fair value of the asset. Significant assumptions in determining the estimated fair value of the indefinite lived intangibles include projected store growth, estimated market royalty rates, market growth rates and the estimated discount rate. |
Renewable Identification Numbers | 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. In 2010 and 2011, the EPA issued partial waivers with conditions allowing a maximum of 15% ethanol to be used in certain vehicles. 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. The Company anticipates 2014 and 2015 will be consistent with this history. |
Debt, Policy | Financing Costs Financing origination fees on the Company's senior secured notes, ABL Facility and sales-leaseback transaction are deferred and classified within other assets on the consolidated balance sheets. Amortization is provided on a straight-line basis over the term of the agreement, which approximates the effective interest method. |
Revenue Recognition, Policy | 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. Prior to October 1, 2014, the Company maintained a crude oil supply and logistics agreement with J.P. Morgan Commodities Canada Corporation (“JPM CCC”) pursuant to which JPM CCC assisted the Company in the purchase of substantially all of its crude oil needs for the refinery. As discussed in Note 5 , JPM CCC and the Company mutually agreed to terminate this agreement. In the fourth quarter of 2014, subsequent to the termination of this agreement, the Company significantly increased its crude procurement activities and related exchange and buy/sell activity to manage the volumes, grade, timing, and locations of such crude. Such activities are similar to the buy/sell crude oil transactions noted above and are recorded net in cost of sales. |
Cost of Sales, Policy | Cost of Sales Cost of sales in the 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 consolidated statements of operations and comprehensive income in the depreciation and amortization and direct operating expenses line items, respectively. |
Excise Taxes Policy | 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 consolidated statements of operations. These taxes totaled $402.9 million , $396.4 million and $316.4 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. |
Refined Product Exchanges Policy | Product Exchanges The Company enters into exchange contracts whereby it agrees to deliver a particular quantity and quality of crude oil or refined products at a specified location and date to a particular counterparty and to receive from the same counterparty a particular quantity and quality of crude oil or refined products at a specified location on the same or another specified date. The exchange receipts and deliveries are nonmonetary transactions, with the exception of associated grade or location differentials that are settled in cash. These transactions are recorded net in cost of sales because they involve the exchange of inventories held in the ordinary course of business to facilitate sales to customers or delivery of feedstocks to our refinery. The exchange transactions are recognized at the carrying amount of the inventory transferred plus or minus any cash settlement due to grade or location differentials. |
Derivatives, Reporting of Derivative Activity | 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 forwards, 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 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 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. |
Advertising Costs, Policy | Advertising The Company expenses the costs of advertising as incurred. Advertising expense was $2.9 million , $2.3 million and $2.0 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. |
Asset Retirement Obligations, Policy | Asset Retirement Obligations The fair value of asset retirement obligations is recognized in the period in which the obligations are incurred if a reasonable estimate of fair value can be made. Conditional asset retirement obligations for removal and disposal of fire-retardant material from certain refining assets have been recognized. The amounts recorded for such obligations are based on the most probable current cost projections. Asset retirement obligations have not been recognized for the removal of materials and equipment from or the closure of certain refinery, pipeline, terminal and retail marketing assets because the fair value cannot be reasonably estimated since the settlement dates of the obligations are indeterminable. Current inflation rates and credit-adjusted-risk-free interest rates are used to estimate the fair value of asset retirement obligations. Depreciation of capitalized asset retirement costs and accretion of asset retirement obligations are recorded over time. Depreciation is determined on a straight-line basis, while accretion escalates over the lives of the assets. See further information on our asset retirement obligations in Note 13 . |
Environmental Costs, Policy | Environmental Costs Environmental expenditures are capitalized if the costs mitigate or prevent future contamination or if the costs improve environmental safety or efficiency of the existing assets. The Company provides for remediation costs and penalties when the responsibility to remediate is probable and the amount of associated costs can be reasonably estimated. The timing of remediation accruals coincides with completion of feasibility studies, investigations or the commitment to a formal plan of action. Environmental liabilities are difficult to assess and estimate due to uncertainties related to the magnitude of possible remediation and the timing of such remediation. Such estimates are subject to change due to many factors, including the identification of new sites requiring remediation, changes in environmental laws and regulations and their interpretation, additional information related to the extent and nature of remediation efforts and potential improvements in remediation technologies. Remediation liabilities are accrued based on estimates of known environmental exposure and are discounted when the estimated amounts are reasonably fixed and determinable. If recoveries of remediation costs from third parties are probable, a receivable is recorded and is discounted to net present value when the estimated amount is reasonably fixed and determinable. |
Pension and Other Postretirement Plans, Pensions, Policy | Defined Benefit Plans The Company has a cash balance plan and a retiree medical plan that are considered defined benefit plans. Expenses and liabilities related to defined benefit plans are determined on an actuarial basis and are affected by the market value of plan assets, estimates of the expected return on plan assets, and assumed discount rates and demographic data. Cash balance and retiree medical plan expenses and liabilities are determined based on actuarial valuations. Inherent in these valuations are key assumptions including discount rates, future compensation increases, expected return on plan assets, health care cost trends, and demographic data. Changes in our actuarial assumptions are primarily influenced by factors outside of our control and could have a significant effect on our pension and retiree medical liabilities and costs. See further information on our plans in Note 15 . |
Compensation Related Costs, Policy | Equity-Based Compensation The Company recognizes compensation expense for equity-based awards issued over the requisite service period. Equity-based compensation costs are measured at the date of grant, based on the fair value of the award. In 2014, the Company began awarding phantom common units which, at the discretion of the board of directors of our general partner, may be settled in either cash or the Company's common units. The first tranche of phantom unit vesting occurred in January 2015 and was settled in common units. We anticipate that the remaining unvested phantom units will ultimately be satisfied with common units and have therefore classified the accrual of the service cost as equity. However, if our general partner's board elects to settle the phantom units with cash, it could cause us to remeasure the fair value of those awards resulting in an adjustment to earnings for the cumulative difference between the fair value at the date of grant and date of the remeasurement. |
Comprehensive Income, Policy | Comprehensive Income The Company has unrecognized prior service cost related to both its defined benefit cash balance plan as of December 31, 2015 , 2014 and 2013 and unrecognized actuarial losses and prior service cost related to its retiree medical plan as of December 31, 2015 and 2014 (see Note 15 ). The accumulated unrecognized costs related to these plans amount to $0.2 million and $3.2 million as of December 31, 2015 and 2014 , respectively. These gains/(losses) of $3.4 million , $(1.2) million and $0.5 million were recognized directly to equity as an element of other comprehensive income (loss) in the years ended December 31, 2015 , 2014 and 2013 , respectively. |
Concentration Risk, Credit Risk, Policy | Concentrations of Risk The Company is exposed to credit risk in the event of nonpayment by customers. The creditworthiness of customers is subject to continuing review. No single non-related party customer accounts for more than 10% of annual revenues. Crude oil is the principal raw material for the Company and the majority of the crude oil processed is delivered to the refinery through a pipeline that is owned by MPL, a related party. A prolonged disruption of that pipeline’s operations would materially impact the Company’s ability to economically obtain raw materials. The Company is exposed to concentrated geographical risk as most of its operations are conducted in the Upper Great Plains of the United States. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior-year financial information in order to conform to the Company’s current presentation, which is intended to conform with Western Refining's presentation. The following reclassifications have been made: Derivatives Related to our derivative activities, a $7.4 million net gain from derivative activity not related to our crack spread hedges has been reclassified from gains (losses) from derivative activities to cost of sales for the year ended December 31, 2013 within the consolidated statements of operations and comprehensive income. Income from equity method investment Income from our equity method investment in MPL has been reclassified from other (income) loss, net to a separate line titled income from equity method investment. The amount of this reclassification was income of $10.0 million for the year ended December 31, 2013 . |
New Accounting Pronouncements, Policy | Recent Accounting Pronouncements 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 our financial statements in the annual period beginning after December 15, 2017. We are evaluating the effect of adopting this new accounting guidance and do not expect adoption will have a material impact on our results of operations, cash flows or financial position. In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs," which requires debt issuance costs related directly to notes payable be deducted from the face amount of that note and the amortization of such costs be classified as interest expense. This guidance is effective for fiscal years and interim periods beginning after December 15, 2015, with early adoption permitted. Upon adoption, an entity must retrospectively apply the guidance. Effective December 31, 2015, the Company adopted the accounting and reporting requirements included in ASU No. 2015-03 and ASU No. 2015-15 for balance sheet classification of debt issuance costs requiring debt issuance costs to be presented as an offset to the related debt. The Company has applied these requirements retrospectively. Accordingly, the Company has offset $7.3 million of debt issuance costs previously included in other assets within long-term debt of 340.1 million in its December 31, 2014 consolidated balance sheet. The adoption of these accounting and reporting requirements had no impact on the Company’s results of operations or cash flows. In November 2015, the FASB issued ASU 2015-17 “Balance Sheet Classification of Deferred Taxes,” which requires deferred income tax balances to be presented as noncurrent. This guidance is effective for fiscal years and interim periods beginning after December 15, 2016, with early adoption permitted. Effective December 31, 2015, the Company adopted the accounting and reporting requirements included in ASU 2015-17 for balance sheet classification of deferred taxes requiring deferred tax assets and liabilities to be classified as noncurrent. The Company has applied these requirements retrospectively. Accordingly, the Company has included $1.4 million of previously reported current deferred income tax assets in the $13.3 million noncurrent deferred income tax liabilities in its December 31, 2014 consolidated balance sheet. The adoption of these accounting and reporting requirements had no impact on the Company’s results of operations or cash flows. In February 2016, the FASB issued ASU 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. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | Prior to that, no provision for income tax was calculated on earnings of the Company or its subsidiaries as all entities were non-taxable. Year Ended December 31, (in millions) 2015 2014 2013 Current tax expense $ 5.6 $ 4.5 $ 3.3 Deferred tax expense $ 2.8 $ 2.6 $ 0.9 Income tax provision $ 8.4 $ 7.1 $ 4.2 |
Schedule of Effective Income Tax Rate Reconciliation | The following is a reconciliation of income tax expense to income taxes computed by applying the applicable statutory federal income tax rate of 35% to income before income taxes for the applicable periods: Year Ended December 31, (in millions) 2015 2014 2013 Federal statutory rate applied to income before taxes $ 118.8 $ 87.0 $ 82.4 Taxes on earnings attributable to flow-through entities (112.4 ) (81.0 ) (78.6 ) State and local income taxes, net of federal income tax effects 1.2 1.0 0.9 Work opportunity tax credit (0.4 ) (0.3 ) (0.6 ) Other, net 1.2 0.4 0.1 Income tax provision $ 8.4 $ 7.1 $ 4.2 |
Schedule of Deferred Tax Assets and Liabilities | The net deferred tax assets (liabilities) as of December 31, 2015 and 2014 consisted of the following components: December 31, (in millions) 2015 2014 Deferred tax assets: Lease financing obligations $ 2.2 $ 2.4 Customer loyalty accrual 0.4 0.9 Annual bonus 0.5 0.3 Other 0.5 0.5 Deferred tax assets 3.6 4.1 Deferred tax liabilities: Accelerated depreciation (6.3 ) (5.4 ) Intangible assets (12.0 ) (11.8 ) LIFO (1.1 ) — Other (0.3 ) (0.2 ) Deferred tax liabilities (19.7 ) (17.4 ) Total deferred taxes, net $ (16.1 ) $ (13.3 ) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | December 31, (in millions) 2015 2014 Crude oil and refinery feedstocks $ 171.8 $ 137.5 Refined products 162.0 150.0 Merchandise 22.8 22.3 Supplies and sundry items 19.0 15.9 375.6 325.7 Lower of cost or market inventory reserve (134.4 ) (73.6 ) Total $ 241.2 $ 252.1 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Summarized financial information for MPL is as follows: Year Ended December 31, (in millions) 2015 2014 2013 Revenues $ 206.2 $ 184.7 $ 161.9 Operating costs and expenses 88.9 141.3 74.5 Income from operations 117.3 43.4 68.2 Net income 96.5 22.8 68.2 Net income available to MPL common members 86.8 13.1 58.6 December 31, (in millions) 2015 2014 Balance sheet data: Current assets $ 24.0 $ 9.6 Noncurrent assets 441.8 450.7 Total assets $ 465.8 $ 460.3 Current liabilities $ 17.7 $ 21.9 Noncurrent liabilities — — Total liabilities $ 17.7 $ 21.9 Members capital $ 448.1 $ 438.4 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Major classes of property, plant and equipment (“PP&E”) consisted of the following: Estimated December 31, (in millions) Useful Lives 2015 2014 Land $ 9.0 $ 9.0 Retail stores and equipment 2 - 22 years 72.3 65.7 Refinery and equipment 5 - 24 years 457.2 444.6 Buildings and building improvements 25 years 11.7 10.2 Software 5 years 18.9 18.8 Vehicles 5 years 5.6 4.7 Other equipment 2 - 7 years 10.4 9.1 Precious metals 10.2 10.2 Assets under construction 73.3 12.6 668.6 584.9 Less: Accumulated depreciation (180.8 ) (139.1 ) Property, plant and equipment, net $ 487.8 $ 445.8 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Open Commodity Derivative Instruments | At December 31, 2015 and 2014 , the Company had open commodity derivative instruments as follows: December 31, 2015 December 31, 2014 Crude oil and refined products (thousands of barrels): Futures - long 90 60 Futures - short 933 184 Swaps - long 5,155 — Swaps - short 525 — Forwards - long 4,445 3,868 Forwards - short 2,572 924 Natural gas (thousands of MMBTUs): Swaps 1,554 3,424 |
Schedule of Derivative Instruments | The tables below, however, are presented on a gross asset and gross liability basis. December 31, 2015 (in millions) Balance Sheet Location Assets Liabilities Commodity instruments: Swaps Accrued liabilities $ — $ 7.9 Futures Other current assets 0.4 — Forwards Other current assets 1.5 — Forwards Accrued liabilities — 1.5 Total $ 1.9 $ 9.4 December 31, 2014 (in millions) Balance Sheet Location Assets Liabilities Commodity instruments: Swaps Other current assets $ 1.3 $ — Swaps Accrued liabilities — 2.9 Swaps Other liabilities — 0.4 Futures Other current assets 0.4 — Futures Accrued liabilities — 1.2 Total $ 1.7 $ 4.5 |
Recognized Gains and Losses on Derivatives | Recognized gains and losses on derivatives were as follows: Year Ended December 31, (in millions) 2015 2014 2013 Gain (loss) on the change in fair value of outstanding derivatives $ (4.7 ) $ (2.8 ) $ 41.6 Settled derivative gains (losses) 1.5 12.4 (18.1 ) Total recognized gain (loss) $ (3.2 ) $ 9.6 $ 23.5 Gain (loss) recognized in Cost of sales $ (0.5 ) $ 9.6 $ 7.4 Gain (loss) recognized in operating expenses (2.7 ) — — Gain (loss) recognized in Gains (losses) from derivative activities — — 16.1 Total recognized net gain (loss) on derivatives $ (3.2 ) $ 9.6 $ 23.5 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Distributions Paid During or Pertaining to Available Cash Generated | The following table details the quarterly distributions paid to common unitholders: (in millions, except per unit amounts): Date Declared Date Paid Common Units and equivalents at record date (in millions) Distribution per common unit and equivalent Total Distribution (in millions) 2013 Distributions: February 11, 2013 February 28, 2013 91.9 $ 1.27 $ 116.7 May 13, 2013 May 30, 2013 92.2 $ 1.23 113.4 August 13, 2013 August 29, 2013 92.2 $ 0.68 62.7 November 11, 2013 November 27, 2013 92.2 $ 0.31 28.6 Total distributions paid during 2013 $ 3.49 $ 321.4 2014 Distributions: February 7, 2014 February 28, 2014 92.7 $ 0.41 $ 38.0 May 6, 2014 May 30, 2014 93.0 $ 0.77 71.6 August 5, 2014 August 29, 2014 93.0 $ 0.53 49.3 November 4, 2014 November 25, 2014 93.1 $ 1.00 92.9 Total distributions paid during 2014 $ 2.71 $ 251.8 2015 Distributions: February 5, 2015 February 27, 2015 93.7 $ 0.49 $ 45.9 May 5, 2015 May 29, 2015 93.7 $ 1.08 100.8 August 4, 2015 August 28, 2015 93.7 $ 1.19 111.3 November 3, 2015 November 25, 2015 93.7 $ 1.04 97.3 Total distributions paid during 2015 $ 3.80 $ 355.3 |
Computation of Basic and Diluted Earnings Per Unit | Year Ended December 31, (in millions, except unit and per-unit data) 2015 2014 2013 Net income available to common unitholders $ 331.0 $ 241.6 $ 231.1 Less: income allocated to participating securities (0.2 ) (1.1 ) (0.6 ) Net income attributable to unrestricted common units $ 330.8 $ 240.5 $ 230.5 Weighted average unrestricted common units - basic 92,492,796 92,222,793 91,915,335 Plus: dilutive potential common securities 365,033 37,252 — Weighted average unrestricted common units - diluted 92,857,829 92,260,045 91,915,335 Basic earnings per unit $ 3.58 $ 2.61 $ 2.51 Diluted earnings per unit $ 3.56 $ 2.61 $ 2.51 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Carried at Fair Value Measured on Recurring Basis | The following table provides the assets and liabilities carried at fair value measured on a recurring basis at December 31, 2015 and 2014 : Balance at Quoted prices in active markets Significant other observable inputs Unobservable inputs (in millions) December 31, 2015 (Level 1) (Level 2) (Level 3) ASSETS Cash and cash equivalents $ 70.9 $ 70.9 $ — $ — Other current assets Derivative asset - current 1.9 — 1.9 — $ 72.8 $ 70.9 $ 1.9 $ — LIABILITIES Accrued liabilities Derivative liability - current $ 9.4 $ — $ 9.4 $ — $ 9.4 $ — $ 9.4 $ — Balance at Quoted prices in active markets Significant other observable inputs Unobservable inputs (in millions) December 31, 2014 (Level 1) (Level 2) (Level 3) ASSETS Cash and cash equivalents $ 87.9 $ 87.9 $ — $ — Other current assets Derivative asset - current 1.7 — 1.7 — $ 89.6 $ 87.9 $ 1.7 $ — LIABILITIES Accrued liabilities Derivative liability - current $ 4.1 $ — $ 4.1 $ — Other liabilities Derivative liability - long-term 0.4 — 0.4 — $ 4.5 $ — $ 4.5 $ — |
Fair Value of Secured Notes | The fair value of the 2020 Secured Notes disclosed below was determined based on quoted prices in active markets (Level 1). December 31, 2015 December 31, 2014 (in millions) Carrying Amount Fair Value Carrying Amount Fair Value 2020 Secured Notes $ 342.0 $ 360.5 $ 354.2 $ 351.3 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Changes in Asset Retirement Obligations | The following table summarizes the changes in asset retirement obligations: Year Ended December 31, (in millions) 2015 2014 2013 Asset retirement obligation balance at beginning of period $ 2.4 $ 2.2 $ 1.9 Costs incurred to remediate (0.3 ) — — Accretion expense 0.3 0.2 0.3 Asset retirement obligation balance at end of period $ 2.4 $ 2.4 $ 2.2 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of LTIP Unit Activity | A summary of the 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, 2013 306.6 $ 27.02 2.9 Awarded 486.9 24.31 2.0 Forfeited (7.2 ) 25.21 — Vested (390.1 ) 25.99 — Nonvested at December 31, 2014 396.2 $ 24.73 1.3 Awarded 1.0 24.90 2.0 Vested (205.7 ) 24.71 — Nonvested at December 31, 2015 191.5 24.75 1.0 |
Schedule of Assumptions | The assumptions used in the Monte Carlo simulation used to value our market condition awards as of December 31, 2015 are presented below: Expected volatility 34.10 % Risk-free interest rate 0.84 % |
Schedule of Phantom Common Unit Activity | A summary of all phantom common unit activity is set forth below: Number of phantom common units Weighted Weighted (in thousands) Average Grant Average Term Service-Based Performance-Based Total Date Value Until Maturity Nonvested at December 31, 2013 — — — $ — — Awarded 351.5 — 351.5 26.99 2.7 Forfeited (12.9 ) — (12.9 ) 27.01 — Vested (0.9 ) — (0.9 ) 27.01 — Nonvested at December 31, 2014 337.7 — 337.7 26.99 2.0 Awarded 447.9 182.4 630.3 23.37 1.9 Incremental performance units — 80.4 80.4 23.06 1.7 Forfeited (91.3 ) (2.1 ) (93.4 ) 26.22 — Vested (112.4 ) — (112.4 ) 27.02 — Nonvested at December 31, 2015 581.9 260.7 842.6 $ 24.00 1.5 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |
Changes to Benefit Obligation, Fair Value of Plan Assets and Funded Status of Cash Balance Plan and the Retiree Medical Plan | The changes to the benefit obligation, fair value of plan assets and funded status of the Cash Balance Plan and the Retiree Medical Plan (the “Plans”) for the years ended December 31, 2015 , 2014 and 2013 were as follows: Cash Balance Plan Retiree Medical Plan Year Ended December 31, Year Ended December 31, (in millions) 2015 2014 2013 2015 2014 2013 Change in benefit obligation: Benefit obligation at beginning of year $ 7.0 $ 4.6 $ 2.3 $ 3.1 $ 2.1 $ 2.4 Service cost 2.3 2.1 1.9 0.3 0.2 0.3 Interest cost 0.4 0.3 0.2 0.1 0.1 0.1 Actuarial loss (gain) (0.2 ) 0.6 0.3 (0.7 ) 0.7 (0.6 ) Plan amendments — — — (2.4 ) — — Benefits paid (0.6 ) (0.6 ) (0.1 ) (0.1 ) — (0.1 ) Benefit obligation at end of year 8.9 7.0 4.6 0.3 3.1 2.1 Change in plan assets: Fair value of plan assets at beginning of year 4.3 4.6 2.1 — — — Employer contributions 2.2 0.2 2.5 0.1 — 0.1 Return on plan assets — 0.1 0.1 — — — Benefits paid (0.6 ) (0.6 ) (0.1 ) (0.1 ) — (0.1 ) Fair value of plan assets at end of year 5.9 4.3 4.6 — — — Reconciliation of funded status: Fair value of plan assets at end of year 5.9 4.3 4.6 — — — Benefit obligation at end of year 8.9 7.0 4.6 0.3 3.1 2.1 Funded status at end of year $ (3.0 ) $ (2.7 ) $ — $ (0.3 ) $ (3.1 ) $ (2.1 ) |
Components of Net Period Benefit Cost and other Amounts Recognized in Equity | The components of net periodic benefit cost and other amounts recognized in equity related to the Plans for the years ended December 31, 2015 , 2014 and 2013 were as follows: Cash Balance Plan Retiree Medical Plan Year Ended December 31, Year Ended December 31, (in millions) 2015 2014 2013 2015 2014 2013 Components of net periodic benefit cost: Service cost $ 2.3 $ 2.1 $ 1.9 $ 0.3 $ 0.2 $ 0.3 Amortization of prior service cost — — — 0.2 0.1 0.2 Interest cost 0.4 0.3 0.2 0.1 0.1 0.1 Expected return on plan assets (0.1 ) (0.2 ) (0.1 ) — — — Net periodic benefit cost $ 2.6 $ 2.2 $ 2.0 $ 0.6 $ 0.4 $ 0.6 Changes recognized in other comprehensive (income) loss: Prior service cost addition (amortization) $ — $ — $ — $ (0.2 ) $ (0.2 ) $ (0.2 ) Net prior service cost/(credit) — — — (2.4 ) — — Actuarial (gain) loss — 0.7 0.3 (0.7 ) 0.7 (0.6 ) Experience loss — — — — — — Total changes recognized in other comprehensive (income) loss $ — $ 0.7 $ 0.3 $ (3.3 ) $ 0.5 $ (0.8 ) |
Anticipated Benefit Payments to Participants from Cash Balance Plan in Future Years | At December 31, 2015 , anticipated benefit payments to participants from the Plans in future years are as follows: (in millions) Cash Balance Plan Retiree Medical Plan 2016 $ 0.3 $ 0.1 2017 0.4 0.1 2018 0.5 — 2019 0.7 — 2020 0.9 — 2021-2025 6.5 0.1 |
Benefit Obligation | |
Defined Benefit Plan Disclosure [Line Items] | |
Weighted Average Assumptions Used | The weighted average assumptions used to determine the Company’s benefit obligations are as follows: Cash Balance Plan Retiree Medical Plan Year Ended December 31, Year Ended December 31, 2015 2014 2013 2015 2014 2013 Discount rate 4.50% 4.00% 5.00% 2.50% 4.00% 5.00% Rate of compensation increase 3.00% 3.00% 4.00% N/A N/A N/A Health care cost trend rate: Initial rate N/A N/A N/A 7.00% 7.50% 7.00% Ultimate rate N/A N/A N/A 5.00% 5.00% 5.00% Years to ultimate N/A N/A N/A 4 5 4 |
Net Periodic Benefit Cost | |
Defined Benefit Plan Disclosure [Line Items] | |
Weighted Average Assumptions Used | The weighted average assumptions used to determine the net periodic benefit cost are as follows: Cash Balance Plan Retiree Medical Plan Year Ended December 31, Year Ended December 31, 2015 2014 2013 2015 2014 2013 Discount rate 4.00% 5.00% 4.00% 4.00% 5.00% 4.00% Expected long-term rate of return on plan assets 3.75% 4.75% 4.25% N/A N/A N/A Rate of compensation increase 3.00% 4.00% 4.00% N/A N/A N/A Heather care cost trend rate: Initial rate N/A N/A N/A 7.50% 7.00% 7.50% Ultimate rate N/A N/A N/A 5.00% 5.00% 5.00% Years to ultimate N/A N/A N/A 5 4 5 |
Supplemental Cash Flow Inform41
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental cash flow information is as follows: Year Ended December 31, (in millions) 2015 2014 2013 Net cash from operating activities included: Interest paid $ 29.0 $ 22.5 $ 26.7 Income taxes paid 6.1 5.0 3.7 Noncash investing and financing activities include: Capital expenditures included in accounts payable $ 13.8 $ 2.9 $ 10.2 PP&E derecognized in sale leaseback 1.8 — — PP&E additions resulting from a capital lease 4.5 1.7 1.2 Distributions accrued on unvested equity awards 4.2 — — |
Leasing Arrangements (Tables)
Leasing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases | Future minimum commitments for operating lease obligations having an initial or remaining non-cancelable lease terms in excess of one year are as follows: (in millions) Capital Leases Operating Leases Total Leases 2016 $ 1.5 $ 30.8 $ 32.3 2017 1.3 27.1 28.4 2018 1.3 26.6 27.9 2019 1.3 25.4 26.7 2020 1.2 24.9 26.1 Thereafter 13.8 161.7 175.5 Total $ 20.4 $ 296.5 $ 316.9 Less: amount representing interest (11.3 ) — (11.3 ) Present value of net minimum lease payments $ 9.1 $ 296.5 $ 305.6 |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum commitments for operating lease obligations having an initial or remaining non-cancelable lease terms in excess of one year are as follows: (in millions) Capital Leases Operating Leases Total Leases 2016 $ 1.5 $ 30.8 $ 32.3 2017 1.3 27.1 28.4 2018 1.3 26.6 27.9 2019 1.3 25.4 26.7 2020 1.2 24.9 26.1 Thereafter 13.8 161.7 175.5 Total $ 20.4 $ 296.5 $ 316.9 Less: amount representing interest (11.3 ) — (11.3 ) Present value of net minimum lease payments $ 9.1 $ 296.5 $ 305.6 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Operating Results for Operating Segments | Operating results for the Company’s operating segments are as follows: (in millions) Year ended December 31, 2015 Refining Retail Other Total Revenues Customer $ 2,289.1 $ 1,115.9 $ — $ 3,405.0 Intersegment 647.7 — — 647.7 Segment revenues 2,936.8 1,115.9 — 4,052.7 Elimination of intersegment revenues — — (647.7 ) (647.7 ) Total revenues $ 2,936.8 $ 1,115.9 $ (647.7 ) $ 3,405.0 Income (loss) from operations $ 374.8 $ 19.2 $ (25.9 ) $ 368.1 Income from equity method investment $ 14.8 $ — $ — $ 14.8 Depreciation and amortization $ 35.4 $ 7.7 $ 0.9 $ 44.0 Capital expenditures $ 63.8 $ 7.7 $ 0.3 $ 71.8 (in millions) Year ended December 31, 2014 (1) Refining Retail Other Total Revenues Customer $ 4,165.6 $ 1,390.4 $ — $ 5,556.0 Intersegment 932.1 — — 932.1 Segment revenues 5,097.7 1,390.4 — 6,488.1 Elimination of intersegment revenues — — (932.1 ) (932.1 ) Total revenues $ 5,097.7 $ 1,390.4 $ (932.1 ) $ 5,556.0 Income (loss) from operations $ 303.5 $ 22.9 $ (51.1 ) $ 275.3 Income from equity method investment $ 2.2 $ — $ — $ 2.2 Depreciation and amortization $ 33.7 $ 7.3 $ 0.9 $ 41.9 Capital expenditures $ 35.4 $ 8.8 $ 0.6 $ 44.8 (in millions) Year ended December 31, 2013 (1) Refining Retail Other Total Revenues Customer $ 3,520.2 $ 1,459.0 $ — $ 4,979.2 Intersegment 1,015.8 — — 1,015.8 Segment revenues 4,536.0 1,459.0 — 5,995.0 Elimination of intersegment revenues — — (1,015.8 ) (1,015.8 ) Total revenues $ 4,536.0 $ 1,459.0 $ (1,015.8 ) $ 4,979.2 Income (loss) from operations $ 263.1 $ 15.2 $ (32.2 ) $ 246.1 Income from equity method investment $ 10.0 $ — $ — $ 10.0 Depreciation and amortization $ 30.4 $ 7.1 $ 0.6 $ 38.1 Capital expenditures $ 88.7 $ 7.7 $ 0.2 $ 96.6 (1) In 2015, the Company modified the methodology whereby corporate costs are allocated to the Refining and Retail segments. This modification resulted in additional costs being allocated to the Refining and Retail segments from the Other segment. The table below presents the increase or (decrease) in Income (loss) from operations in the years ended December 31, 2014 and 2013 that would have occurred as a result of this modification if the adjustments had been applied retroactively: Year ended December 31, 2014 Year ended December 31, 2013 (in millions) Refining Retail Other Total Refining Retail Other Total Increase (decrease) (7.7 ) (4.4 ) 12.1 — (2.2 ) (1.6 ) 3.8 — |
Total Assets by Segment | Total assets by segment were as follows: (in millions) Refining Retail Corporate/Other Total At December 31, 2015 $ 917.4 $ 138.7 $ 81.2 $ 1,137.3 At December 31, 2014 $ 932.9 $ 132.6 $ 99.4 $ 1,164.9 |
Reorganization and Related Co44
Reorganization and Related Costs (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Reorganization Reserve | Year Ended December 31, (in millions) 2015 2014 Unpaid restructuring costs at beginning of period $ 0.8 $ — Reorganization and related costs incurred during period — 12.9 Less: non-cash equity based awards with accelerated vesting — (4.8 ) Cash payments made to severed employees (0.6 ) (7.3 ) Ending liability for cash portion of reorganization costs $ 0.2 $ 0.8 |
Supplementary Quarterly Finan45
Supplementary Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | (in millions, except per unit data) First Quarter Second Quarter Third Quarter Fourth Quarter Total 2015 Revenue $ 793.8 $ 959.8 $ 891.6 $ 759.8 $ 3,405.0 Operating income 119.5 139.3 114.6 (5.3 ) 368.1 Net income 111.2 128.9 103.5 (12.6 ) 331.0 Earnings per common unit - basic $ 1.20 $ 1.39 $ 1.11 $ (0.14 ) $ 3.58 Earnings per common unit - diluted $ 1.20 $ 1.39 $ 1.11 $ (0.14 ) $ 3.56 2014 Revenue $ 1,346.3 $ 1,602.5 $ 1,547.4 $ 1,059.8 $ 5,556.0 Operating income 77.8 65.6 104.8 27.1 275.3 Net income 71.5 57.9 96.2 16.0 241.6 Earnings per common unit - basic $ 0.77 $ 0.62 $ 1.04 $ 0.17 $ 2.61 Earnings per common unit - diluted $ 0.77 $ 0.62 $ 1.04 $ 0.17 $ 2.61 |
Description of the Business a46
Description of the Business and Basis of Presentation (Details) | Dec. 21, 2015$ / sharesshares | Nov. 12, 2013USD ($)shares | Dec. 31, 2015Storebbl |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Proceeds from transaction | $ | $ 0 | ||
Retail | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Number of stores | Store | 277 | ||
Retail | Company operated | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Number of stores | Store | 168 | ||
Western Refining, Inc. | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Business acquisition, price | $ | $ 775,000,000 | ||
Ownership interest | 100.00% | ||
Investment owned (shares) | shares | 35,622,500 | ||
Western Refining, Inc. | Limited Partner | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Ownership interest | 38.30% | 38.70% | 38.40% |
Minnesota Pipe Line Company | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Membership interest | 17.00% | ||
Preferred interest by parent | 100.00% | ||
Crude oil pipeline capacity (in barrels) | bbl | 465,000 | ||
Mpl Investments Inc | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Membership interest | 17.00% | ||
St Paul Park Refining Company | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Number of barrels of refinery crude oil capacity per stream day | bbl | 97,800 | ||
Super America Franchising Company | Retail | Franchisor Operated | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Number of stores | Store | 109 | ||
Northern Tier Energy LLC | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Membership interest | 100.00% | ||
Norther Tier Unitholders | Merger Agreement Dated December Two Thousand Fifteen [Member] | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Cash consideration per unit (in dollars per share) | $ / shares | $ 15 | ||
Equity consideration per unit (in dollars per share) | shares | 0.2986 | ||
NTI Public Unitholder | Merger Agreement Dated December Two Thousand Fifteen [Member] | Western Refining | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Percentage of ownership after transaction | 15.00% | ||
NTI Public Unitholder | Maximum | Merger Agreement Dated December Two Thousand Fifteen [Member] | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Cash consideration per unit (in dollars per share) | $ / shares | $ 26.06 | ||
Equity consideration per unit (in dollars per share) | shares | 0.7036 |
Summary of Principal Accounti47
Summary of Principal Accounting Policies (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015USD ($)customerStoreSegment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Investment in MPLI at cost | $ 6.8 | ||
Reportable operating segments | Segment | 2 | ||
Allowance for doubtful debts | $ 0 | $ 0.2 | |
Maximum Ethanol Volume | 15.00% | ||
Excise taxes | $ 402.9 | 396.4 | $ 316.4 |
Advertising expense | 2.9 | 2.3 | 2 |
Accumulated unrecognized costs related to defined benefit plan | (0.2) | 3.2 | |
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Net Prior Service Cost (Credit) Arising During Period, Net of Tax | (3.4) | 1.2 | (0.5) |
Derivative, Gain (Loss) on Derivative, Net | (3.2) | 9.6 | 23.5 |
Equity investment earnings, net of dividends | 14.8 | 2.2 | 10 |
Long-term debt | 342 | 340.1 | 275 |
Reclassified deferred income tax assets | $ (3.6) | (4.1) | |
Required Frequency of the maintenance, minimum | 1 year | ||
Required Frequency of the maintenance, maximum | 6 years | ||
New Accounting Pronouncement, Early Adoption, Effect [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Reclassified deferred income tax assets | 1.4 | ||
Reclassified deferred income tax liabilities | 13.3 | ||
New Accounting Pronouncement, Early Adoption, Effect [Member] | Other Assets | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Reclassified debt issuance costs | (7.3) | ||
Cost of Sales | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Derivative, Gain (Loss) on Derivative, Net | $ (0.5) | $ 9.6 | $ 7.4 |
Customer Concentration Risk | Sales Revenue, Net | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of major customers | customer | 0 | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Highly liquid investments maturities periods to qualify as cash equivalents | 3 months | ||
Retail | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Retail operated convenience stores | Store | 277 | ||
Franchised | Super America Franchising Company | Retail | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Retail operated convenience stores | Store | 109 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | |||
Ownership interest | 17.00% | ||
Western Refining | Asphalt sales | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Amounts of Transaction | $ 46.6 | $ 19 | $ 0 |
Western Refining | Feedstock sales | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Amounts of Transaction | 0.6 | 0 | 0 |
Western Refining | Railcar lease sales | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Amounts of Transaction | 0.2 | 0.1 | 0 |
Western Refining | Crude and feedstock purchases | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Amounts of Transaction | 0 | 6.3 | 0 |
Western Refining | Refined product purchases | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Amounts of Transaction | 1.5 | 0 | 0 |
Western Refining | Shared services purchases | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Amounts of Transaction | 3.6 | 1.1 | 0 |
Western Refining | Accounts receivable, net | |||
Related Party Transaction [Line Items] | |||
Due from Affiliates | 2.8 | 5.1 | |
Minnesota Pipe Line Company | Pipeline transportation purchases | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Amounts of Transaction | 55.4 | 12.6 | $ 0 |
Minnesota Pipe Line Company | Accounts payable | |||
Related Party Transaction [Line Items] | |||
Due to Affiliate | $ 2.7 | $ 2.1 |
Income Taxes - Provision (Detai
Income Taxes - Provision (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Current tax expense | $ 5.6 | $ 4.5 | $ 3.3 |
Deferred income taxes | 2.8 | 2.6 | 0.9 |
Income tax provision | $ 8.4 | $ 7.1 | $ 4.2 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Effective tax rate | 2.50% | 2.90% | 1.80% |
Statutory federal income tax rate | 35.00% | ||
Deferred tax assets | $ 0 | $ 0 | |
Statutory federal and state (net of federal benefit) tax rate | 41.40% | 40.40% | 40.40% |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate applied to income before taxes | $ 118.8 | $ 87 | $ 82.4 |
Taxes on earnings attributable to flow-through entities | (112.4) | (81) | (78.6) |
State and local income taxes, net of federal tax effects | 1.2 | 1 | 0.9 |
Work opportunity tax credit | (0.4) | (0.3) | (0.6) |
Other, net | 1.2 | 0.4 | 0.1 |
Income tax provision | $ 8.4 | $ 7.1 | $ 4.2 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Lease financing obligations | $ 2.2 | $ 2.4 |
Customer loyalty accrual | 0.4 | 0.9 |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Employee Compensation | 0.5 | 0.3 |
Other | 0.5 | 0.5 |
Deferred tax assets | 3.6 | 4.1 |
Deferred tax liabilities: | ||
Accelerated depreciation | (6.3) | (5.4) |
Intangible assets | (12) | (11.8) |
Deferred Tax Liabilities, Inventory | (1.1) | 0 |
Other | (0.3) | (0.2) |
Deferred tax liabilities | (19.7) | (17.4) |
Total deferred taxes, net | $ (16.1) | $ (13.3) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Crude oil and refinery feedstocks | $ 171.8 | $ 137.5 |
Refined products | 162 | 150 |
Merchandise | 22.8 | 22.3 |
Supplies and sundry items | 19 | 15.9 |
Inventory, Net Before Adjustments | 375.6 | 325.7 |
Inventory Valuation Reserves | 134.4 | 73.6 |
Total | $ 241.2 | $ 252.1 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |||
Percentage of LIFO Inventory | 88.00% | 89.00% | |
Inventory Valuation Reserves | $ 73.6 | $ 134.4 | |
LIFO liquidation, effect in cost of sales | $ 0 | $ 1 |
Equity Method Investment - Addi
Equity Method Investment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Equity Method Investments and Joint Ventures [Abstract] | |||
Vesting period | 3 years | ||
Common interest in Minnesota Pipe Line | 17.00% | ||
Carrying value of equity method investment | $ 82.1 | $ 80.7 | |
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity | 5.9 | 6.2 | |
Distribution received | 13.1 | 7.5 | $ 11.1 |
Equity Income from Minnesota Pipe Line | $ 14.8 | $ 2.2 | $ 10 |
Equity Method Investment - Summ
Equity Method Investment - Summarized Financial Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Equity Method Investments [Line Items] | |||
Income from equity method investment | $ (14.8) | $ (2.2) | $ (10) |
Minnesota Pipe Line Company | |||
Schedule of Equity Method Investments [Line Items] | |||
Revenues | 206.2 | 184.7 | 161.9 |
Operating costs and expenses | 88.9 | 141.3 | 74.5 |
Income from operations | 117.3 | 43.4 | 68.2 |
Net income | 96.5 | 22.8 | 68.2 |
Income from equity method investment | (86.8) | (13.1) | $ (58.6) |
Current assets | 24 | 9.6 | |
Noncurrent assets | 441.8 | 450.7 | |
Total assets | 465.8 | 460.3 | |
Current liabilities | 17.7 | 21.9 | |
Noncurrent liabilities | 0 | 0 | |
Total liabilities | 17.7 | 21.9 | |
Members capital | $ 448.1 | $ 438.4 |
Property, Plant and Equipment57
Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Gross | $ 668.6 | $ 584.9 |
Less: Accumulated depreciation | (180.8) | (139.1) |
Property, plant and equipment, net | 487.8 | 445.8 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Gross | 9 | 9 |
Retail stores and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Gross | $ 72.3 | 65.7 |
Retail stores and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 2 years | |
Retail stores and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 22 years | |
Refinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Gross | $ 457.2 | 444.6 |
Refinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 5 years | |
Refinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 24 years | |
Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 25 years | |
Gross | $ 11.7 | 10.2 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 5 years | |
Gross | $ 18.9 | 18.8 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 5 years | |
Gross | $ 5.6 | 4.7 |
Other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Gross | $ 10.4 | 9.1 |
Other equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 2 years | |
Other equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years | |
Precious Metals | ||
Property, Plant and Equipment [Line Items] | ||
Gross | $ 10.2 | 10.2 |
Asset under Construction | ||
Property, Plant and Equipment [Line Items] | ||
Gross | $ 73.3 | $ 12.6 |
Property, Plant and Equipment -
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Gross assets acquired under capital leases | $ 13.3 | $ 10.8 | |
Accumulated depreciation | 2 | 1.7 | |
Interest Costs Capitalized | 1.4 | ||
Capitalized Software | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 3.7 | $ 3.7 | $ 3.7 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 01, 2010 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Intangible assets (reduction to) | $ 33.8 | $ 33.8 | ||
Franchise rights acquisition | 12.4 | |||
Trademarks acquisition | 21.4 | |||
Reduction to other liabilities | (27.9) | (25.6) | ||
Income tax benefit | $ (8.4) | (7.1) | $ (4.2) | |
Initial valuation of intangible assets | Restatement adjustment | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Intangible assets (reduction to) | (1.6) | $ (1.6) | ||
Reduction to other liabilities | 0.6 | |||
Income tax benefit | 0.6 | |||
Organization and related costs | Initial valuation of intangible assets | Restatement adjustment | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Intangibles impairment | $ 1.6 |
Derivatives Notional Amounts (D
Derivatives Notional Amounts (Details) bbl in Thousands, MMBTU in Thousands | 12 Months Ended | |
Dec. 31, 2015MMBTUbbl | Dec. 31, 2014MMBTUbbl | |
Futures | Crude Oil And Refined Products | Long | ||
Derivative [Line Items] | ||
Crude oil and refined products (in barrels) | 90 | 60 |
Futures | Crude Oil And Refined Products | Short | ||
Derivative [Line Items] | ||
Crude oil and refined products (in barrels) | 933 | 184 |
Swaps | Crude Oil And Refined Products | Long | ||
Derivative [Line Items] | ||
Crude oil and refined products (in barrels) | 5,155 | 0 |
Swaps | Crude Oil And Refined Products | Short | ||
Derivative [Line Items] | ||
Crude oil and refined products (in barrels) | 525 | 0 |
Swaps | Natural Gas | Long | ||
Derivative [Line Items] | ||
Natural gas swaps, net long positions (in MMBTUs) | MMBTU | 1,554 | 3,424 |
Forwards | Crude Oil And Refined Products | Long | ||
Derivative [Line Items] | ||
Crude oil and refined products (in barrels) | 4,445 | 3,868 |
Forwards | Crude Oil And Refined Products | Short | ||
Derivative [Line Items] | ||
Crude oil and refined products (in barrels) | 2,572 | 924 |
Fair Value Amounts of Outstandi
Fair Value Amounts of Outstanding Derivative Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Other current assets | $ (1.9) | $ (1.7) |
Accrued liabilities | (9.4) | (4.1) |
Accrued Liabilities [Member] | Swaps | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset | 0 | 0 |
Derivative Liability | 7.9 | 2.9 |
Accrued Liabilities [Member] | Futures | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset | 0 | |
Derivative Liability | 1.2 | |
Accrued Liabilities [Member] | Forwards | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset | 0 | |
Derivative Liability | 1.5 | |
Other Current Assets [Member] | Swaps | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset | 1.3 | |
Derivative Liability | 0 | |
Other Current Assets [Member] | Futures | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset | 0.4 | 0.4 |
Derivative Liability | 0 | 0 |
Other Current Assets [Member] | Forwards | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset | 1.5 | |
Derivative Liability | 0 | |
Other Liabilities [Member] | Swaps | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset | 0 | |
Derivative Liability | 0.4 | |
Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset | 1.9 | 1.7 |
Liability [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability | $ 9.4 | $ 4.5 |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Funds posted as collateral | $ 6 | $ 1.6 |
Derivatives Recognized Gains an
Derivatives Recognized Gains and Losses on Derivative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on the change in fair value of outstanding derivatives | $ (4.7) | $ (2.8) | $ 41.6 |
Settled derivative gains (losses) | 1.5 | 12.4 | (18.1) |
Total recognized gain (loss) | (3.2) | 9.6 | 23.5 |
Gain (Loss) on Derivative Instruments [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total recognized gain (loss) | 0 | 0 | 16.1 |
Cost of Sales | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total recognized gain (loss) | (0.5) | 9.6 | 7.4 |
Operating Expense [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total recognized gain (loss) | $ (2.7) | $ 0 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Sep. 27, 2014 | Dec. 12, 2013 | Nov. 12, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 29, 2014 | Nov. 08, 2012 |
Debt Instrument [Line Items] | ||||||||
Commitment amount | $ 500,000,000 | |||||||
Revolving credit facility, borrowing capacity | $ 199,000,000 | |||||||
Availability under the revolving credit facility | 152,700,000 | |||||||
Outstanding letter of credit | 46,300,000 | |||||||
Credit facility outstanding | 0 | |||||||
Debt Instrument, Face Amount | $ 350,000,000 | |||||||
Debt principal amount | 342,000,000 | 340,100,000 | $ 275,000,000 | |||||
Proceeds from senior secured notes | 0 | 79,200,000 | $ 0 | |||||
premium percentage | 105.75% | |||||||
Debt Instrument, Unamortized Premium | $ 4,200,000 | |||||||
Redemption period | 30 days | |||||||
Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual commitment fee | 0.25% | |||||||
Letter of Credit, percentage fee | 1.50% | |||||||
Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual commitment fee | 0.375% | |||||||
Letter of Credit, percentage fee | 2.00% | |||||||
Asset-based credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Payments of Debt Issuance Costs | 3,000,000 | |||||||
2020 Secured Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Payments of Debt Issuance Costs | $ 2,500,000 | |||||||
Debt interest rate | 7.125% | |||||||
Proceeds from senior secured notes | $ 75,000,000 | |||||||
Repurchase offer, period | 30 days | |||||||
Repurchase offer, percent of principal | 101.00% | |||||||
Base Rate Loans | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate | 0.50% | |||||||
Base Rate Loans | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate | 1.00% | |||||||
Libor Indexed Loans | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate | 1.50% | |||||||
Libor Indexed Loans | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate | 2.00% | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maturity date of revolving credit facility | Sep. 29, 2019 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) | Feb. 04, 2016 | Nov. 05, 2014 | Nov. 12, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 21, 2015 |
Limited Partners' Capital Account [Line Items] | |||||||
Proceeds from transaction | $ 0 | ||||||
Number of days after the end of the quarter to make cash distributions to units holders | 60 days | ||||||
Distribution declaration date | Nov. 4, 2014 | ||||||
Quarterly distribution declared to common unitholders | $ 3.8 | $ 2.71 | $ 3.49 | ||||
Distribution payable date | Nov. 25, 2014 | ||||||
Subsequent Event | |||||||
Limited Partners' Capital Account [Line Items] | |||||||
Distribution declaration date | Feb. 3, 2016 | ||||||
Quarterly distribution declared to common unitholders | $ 0.38 | ||||||
Distribution date of record | Feb. 12, 2016 | ||||||
Distribution payable date | Feb. 19, 2016 | ||||||
Distribution Made to Limited Partner, Cash Distributions Declared | $ 35,700,000 | ||||||
Western Refining, Inc. | |||||||
Limited Partners' Capital Account [Line Items] | |||||||
Business acquisition, price | $ 775,000,000 | ||||||
Ownership interest | 100.00% | ||||||
Common units owned | 35,622,500 | ||||||
Western Refining, Inc. | Northern Tier Energy GP LLC | |||||||
Limited Partners' Capital Account [Line Items] | |||||||
Ownership interest | 100.00% | 100.00% | |||||
Merger Agreement Dated December Two Thousand Fifteen [Member] | Norther Tier Unitholders | |||||||
Limited Partners' Capital Account [Line Items] | |||||||
Cash consideration per unit (in dollars per share) | $ 15 | ||||||
Equity consideration per unit (in dollars per share) | 0.2986 | ||||||
Maximum | Merger Agreement Dated December Two Thousand Fifteen [Member] | NTI Public Unitholder | |||||||
Limited Partners' Capital Account [Line Items] | |||||||
Cash consideration per unit (in dollars per share) | $ 26.06 | ||||||
Equity consideration per unit (in dollars per share) | 0.7036 |
Distributions Paid During or Pe
Distributions Paid During or Pertaining to Available Cash Generated (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 05, 2015 | Aug. 06, 2015 | May. 06, 2015 | Feb. 06, 2015 | Nov. 05, 2014 | Aug. 06, 2014 | May. 06, 2014 | Feb. 07, 2014 | Nov. 27, 2013 | Aug. 29, 2013 | May. 30, 2013 | Feb. 28, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 03, 2015 | Aug. 04, 2015 | Nov. 04, 2014 | Aug. 05, 2014 |
Distribution Made to Limited Partner [Line Items] | |||||||||||||||||||
Date Declared | Nov. 4, 2014 | ||||||||||||||||||
Date Paid | Nov. 25, 2014 | ||||||||||||||||||
Common units | 92,833,486 | 92,712,744 | |||||||||||||||||
Distributions per common unit (in dollars per share) | $ 3.8 | $ 2.71 | $ 3.49 | ||||||||||||||||
Total Distribution | $ (355.3) | $ (251.8) | $ (321.4) | ||||||||||||||||
Cash Distribution | |||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||||||||
Date Declared | Nov. 3, 2015 | Aug. 4, 2015 | May 5, 2015 | Feb. 5, 2015 | Aug. 5, 2014 | May 6, 2014 | Feb. 7, 2014 | Nov. 11, 2013 | Aug. 13, 2013 | May 13, 2013 | Feb. 11, 2013 | ||||||||
Date Paid | Nov. 25, 2015 | Aug. 28, 2015 | May 29, 2015 | Feb. 27, 2015 | Aug. 29, 2014 | May 30, 2014 | Feb. 28, 2014 | Nov. 27, 2013 | Aug. 29, 2013 | May 30, 2013 | Feb. 28, 2013 | ||||||||
Common units | 93,700,000 | 93,700,000 | 93,000,000 | 92,700,000 | 92,200,000 | 92,200,000 | 92,200,000 | 91,900,000 | 93,700,000 | 93,700,000 | 93,100,000 | 93,000,000 | |||||||
Distributions per common unit (in dollars per share) | $ 1.04 | $ 1.19 | $ 1.08 | $ 0.49 | $ 1 | $ 0.53 | $ 0.77 | $ 0.41 | $ 0.31 | $ 0.68 | $ 1.23 | $ 1.27 | $ 3.8000000 | $ 2.71 | $ 3.49 | ||||
Total Distribution | $ 97.3 | $ 111.3 | $ 100.8 | $ 45.9 | $ 92.9 | $ 49.3 | $ 71.6 | $ 38 | $ 28.6 | $ 62.7 | $ 113.4 | $ 116.7 | $ 355.3 | $ 251.8 | $ 321.4 |
Computation of Basic and Dilute
Computation of Basic and Diluted Earnings Per Unit (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Equity [Abstract] | |||||||||||
Net income available to common unitholders | $ (12.6) | $ 103.5 | $ 128.9 | $ 111.2 | $ 16 | $ 96.2 | $ 57.9 | $ 71.5 | $ 331 | $ 241.6 | $ 231.1 |
Less: income allocated to participating securities | (0.2) | (1.1) | (0.6) | ||||||||
Net income attributable to unrestricted common units | $ 330.8 | $ 240.5 | $ 230.5 | ||||||||
Weighted average number of units outstanding, Basic (shares) | 92,492,796 | 92,222,793 | 91,915,335 | ||||||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 365,033 | 37,252 | 0 | ||||||||
Weighted average number of units outstanding, Diluted (shares) | 92,857,829 | 92,260,045 | 91,915,335 | ||||||||
Earnings per unit, Basic (in dollars per share) | $ (0.14) | $ 1.11 | $ 1.39 | $ 1.20 | $ 0.17 | $ 1.04 | $ 0.62 | $ 0.77 | $ 3.58 | $ 2.61 | $ 2.51 |
Earnings per unit, Diluted (in dollars per share) | $ (0.14) | $ 1.11 | $ 1.39 | $ 1.20 | $ 0.17 | $ 1.04 | $ 0.62 | $ 0.77 | $ 3.56 | $ 2.61 | $ 2.51 |
Assets and Liabilities Carried
Assets and Liabilities Carried at Fair Value Measured on Recurring Basis (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash and cash equivalents | $ 70.9 | $ 87.9 |
Other current assets | ||
Derivative asset - current | 1.9 | 1.7 |
Assets, Fair Value Disclosure, Recurring | 72.8 | 89.6 |
LIABILITIES | ||
Derivative liability - current | 9.4 | 4.1 |
Derivative Liability, Noncurrent | 0.4 | |
Liabilities, Fair Value Disclosure, Recurring | 9.4 | 4.5 |
Quoted prices in active markets (Level 1) | ||
ASSETS | ||
Cash and cash equivalents | 70.9 | 87.9 |
Other current assets | ||
Derivative asset - current | 0 | 0 |
Assets, Fair Value Disclosure, Recurring | 70.9 | 87.9 |
LIABILITIES | ||
Derivative liability - current | 0 | 0 |
Derivative Liability, Noncurrent | 0 | |
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 |
Significant other observable inputs (Level 2) | ||
ASSETS | ||
Cash and cash equivalents | 0 | 0 |
Other current assets | ||
Derivative asset - current | 1.9 | 1.7 |
Assets, Fair Value Disclosure, Recurring | 1.9 | 1.7 |
LIABILITIES | ||
Derivative liability - current | 9.4 | 4.1 |
Derivative Liability, Noncurrent | 0.4 | |
Liabilities, Fair Value Disclosure, Recurring | 9.4 | 4.5 |
Unobservable inputs (Level 3) | ||
ASSETS | ||
Cash and cash equivalents | 0 | 0 |
Other current assets | ||
Derivative asset - current | 0 | 0 |
Assets, Fair Value Disclosure, Recurring | 0 | 0 |
LIABILITIES | ||
Derivative liability - current | 0 | 0 |
Derivative Liability, Noncurrent | 0 | |
Liabilities, Fair Value Disclosure, Recurring | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value adjustment to assets | $ 0 | $ 0 | $ 0 |
Fair Value of Secured Notes (De
Fair Value of Secured Notes (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount | $ 342 | $ 340.1 | $ 275 |
2020 Secured Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount | 342 | 354.2 | |
Fair Value | $ 360.5 | $ 351.3 |
Changes in Asset Retirement Obl
Changes in Asset Retirement Obligations (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Asset retirement obligation balance at beginning of period | $ 2.4 | $ 2.2 | $ 1.9 |
Costs Incurred, Asset Retirement Obligation Incurred | (0.3) | 0 | 0 |
Accretion expense | 0.3 | 0.2 | 0.3 |
Asset retirement obligation balance at end of period | $ 2.4 | $ 2.4 | $ 2.2 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)criteriashares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ | $ 10,300,000 | $ 14,000,000 | $ 7,100,000 | |
Equity based compensation related to reorganization | $ | $ 0 | 4,800,000 | ||
Restricted stock units outstanding | 1,000,000 | |||
Vesting period | 3 years | |||
Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity Compensation Grant Date Fair Value | $ | $ 13,000,000 | |||
LTIP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common units reserved for issuance | 7,400,000 | |||
Total unrecognized compensation cost | $ | $ 16,100,000 | $ 12,100,000 | ||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units outstanding | 191,500 | 396,200 | 306,600 | |
days to pay distributions to restricted unit holders | 30 days | |||
Dividends Payable | $ | $ 700,000 | $ 400,000 | ||
Number of additional units awarded | 1,000 | 486,900 | ||
Restricted Stock | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected forfeiture rate | 30.00% | |||
Phantom Unit Award with Service-only Conditions | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units outstanding | 581,900 | 337,700 | 0 | |
Dividends Payable | $ | $ 2,500,000 | $ 800,000 | ||
Number of additional units awarded | 447,900 | 351,500 | ||
Phantom Unit Award with Service-only Conditions | Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Number of additional units awarded | 400,000 | |||
Phantom Unit Award with Service-only Conditions | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected forfeiture rate | 20.00% | |||
Phantom Awards with Performance or Market Conditions | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units outstanding | 260,700 | 0 | 0 | |
Vesting period | 3 years | |||
Number of criteria in a performance-based equity award | criteria | 2 | |||
Accrued performance-based distributions | $ | $ 1,000,000 | |||
Number of additional units awarded | 182,400 | 0 | ||
Phantom Awards with Performance or Market Conditions | Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of additional units awarded | 200,000 | |||
Phantom Awards with Performance or Market Conditions | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percent of target unit count | 200.00% | |||
Phantom Awards with Performance or Market Conditions | Maximum | Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percent of target unit count | 200.00% | |||
Phantom Awards with Performance Conditions | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units outstanding | 200,000 | |||
Percent of target unit count | 200.00% | |||
Phantom Awards with Market Conditions | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units outstanding | 100,000 | |||
Vesting period | 3 years | |||
Percent of target unit count | 88.20% | |||
Historical volatility period | 3 years | |||
Selling, General and Administrative Expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ | $ 9,200,000 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Award Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of LTIP units | |||
Number of LTIP units, outstanding beginning balance | |||
Number of LTIP units, outstanding ending balance | 1,000,000 | ||
Restricted Stock | |||
Number of LTIP units | |||
Number of LTIP units, outstanding beginning balance | 396,200 | 306,600 | |
Number of LTIP units, Awarded | 1,000 | 486,900 | |
Number of LTIP units, Cancelled | (7,200) | ||
Number of LTIP units, Vested | (205,700) | (390,100) | |
Number of LTIP units, outstanding ending balance | 191,500 | 396,200 | 306,600 |
Weighted Average Grant Date Price | |||
Weighted Average Grant Date Price outstanding (in dollars per share) | $ 24.73 | $ 27.02 | |
Weighted Average Grant Date Price awarded (in dollars per share) | 24.90 | 24.31 | |
Weighted Average Grant Date Price Cancelled (in dollars per share) | 25.21 | ||
Weighted Average Grant Date Price Vested (in dollars per share) | 24.71 | 25.99 | |
Weighted Average Grant Date Price outstanding (in dollars per share) | $ 24.75 | $ 24.73 | $ 27.02 |
Weighted Average Term Until Maturity | |||
Weighted Average Term Until Maturity | 1 year | 1 year 3 months 18 days | 2 years 10 months 24 days |
Weighted Average Term Until Maturity Awarded | 2 years | 2 years | |
Weighted Average Term Until Maturity | 1 year | 1 year 3 months 18 days | 2 years 10 months 24 days |
Phantom Unit Award with Service-only Conditions | |||
Number of LTIP units | |||
Number of LTIP units, outstanding beginning balance | 337,700 | 0 | |
Number of LTIP units, Awarded | 447,900 | 351,500 | |
Number of LTIP units, Incremental performance units | 0 | ||
Number of LTIP units, Cancelled | (91,300) | (12,900) | |
Number of LTIP units, Vested | (112,400) | (900) | |
Number of LTIP units, outstanding ending balance | 581,900 | 337,700 | 0 |
Phantom Awards with Performance or Market Conditions | |||
Number of LTIP units | |||
Number of LTIP units, outstanding beginning balance | 0 | 0 | |
Number of LTIP units, Awarded | 182,400 | 0 | |
Number of LTIP units, Incremental performance units | 80,400 | ||
Number of LTIP units, Cancelled | (2,100) | 0 | |
Number of LTIP units, Vested | 0 | 0 | |
Number of LTIP units, outstanding ending balance | 260,700 | 0 | 0 |
Phantom Share Units (PSUs) | |||
Number of LTIP units | |||
Number of LTIP units, outstanding beginning balance | 337,700 | 0 | |
Number of LTIP units, Awarded | 630,300 | 351,500 | |
Number of LTIP units, Incremental performance units | 80,400 | ||
Number of LTIP units, Cancelled | (93,400) | (12,900) | |
Number of LTIP units, Vested | (112,400) | (900) | |
Number of LTIP units, outstanding ending balance | 842,600 | 337,700 | 0 |
Weighted Average Grant Date Price | |||
Weighted Average Grant Date Price outstanding (in dollars per share) | $ 26.99 | $ 0 | |
Weighted Average Grant Date Price awarded (in dollars per share) | 23.37 | 26.99 | |
Weighted Average Grant Date Price Incremental performance units (in dollars per share) | 23.06 | ||
Weighted Average Grant Date Price Cancelled (in dollars per share) | 26.22 | 27.01 | |
Weighted Average Grant Date Price Vested (in dollars per share) | 27.02 | 27.01 | |
Weighted Average Grant Date Price outstanding (in dollars per share) | $ 24 | $ 26.99 | $ 0 |
Weighted Average Term Until Maturity | |||
Weighted Average Term Until Maturity | 1 year 6 months | 2 years | |
Weighted Average Term Until Maturity Awarded | 1 year 10 months 24 days | 2 years 8 months 12 days | |
Weighted Average Term Until Maturity Incremental performance units | 1 year 8 months 12 days | ||
Weighted Average Term Until Maturity | 1 year 6 months | 2 years |
Equity-Based Compensation - Ass
Equity-Based Compensation - Assumptions Used to Estimate Weighted Average Fair Value as of Grant Date of Units Granted (Details) - Phantom Awards with Market Conditions | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 34.10% |
Risk-free interest rate | 0.84% |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015USD ($)plan | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Defined Contribution Plan, Number Of Plans | plan | 1 | ||
Funded status at end of year | $ (3.3) | $ (5.8) | |
Defined Benefit Plan, Expected Future Benefit Payments, Next Twelve Months | $ 2.5 | ||
Defined Contribution Plans Non-Matching Contribution Percentage Range | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Employers contribution | 100.00% | ||
Defined contribution plans, participant's contribution | 6.00% | ||
Defined contribution plans, non-elective fixed annual contribution | 3.00% | ||
Retirement And Savings Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Employer contribution to defined benefit plan | $ 7.4 | 7.1 | $ 6.1 |
Cash Balance Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Employers contribution | 5.00% | ||
Employer contribution to defined benefit plan | $ 2.2 | 0.2 | 2.5 |
US treasury bond maturity term used to determine employer contributions | 30 years | ||
Participants full vested period | 3 years | ||
Funded status at end of year | $ (3) | (2.7) | 0 |
Defined Benefit Plan, Expected Future Benefit Payments, Next Twelve Months | 0.3 | ||
Retiree Medical Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Employer contribution to defined benefit plan | $ 0.1 | 0 | 0.1 |
Participants full vested period | 10 years | ||
Funded status at end of year | $ (0.3) | $ (3.1) | $ (2.1) |
Defined Benefit Plan, Expected Future Benefit Payments, Next Twelve Months | $ 0.1 | ||
Retiree Medical Plan | Minimum | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Health care benefit plan for employees, age limit | 55 years | ||
Retiree Medical Plan | Maximum | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Health care benefit plan for employees, age limit | 65 years |
Employee Benefit Plans Changes
Employee Benefit Plans Changes to Benefit Obligation, Fair Value of Plan Assets and Funded Status of Cash Balance Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of funded status: | |||
Funded status at end of year | $ (3.3) | $ (5.8) | |
Cash Balance Plan | |||
Change in benefit obligation: | |||
Benefit obligation at beginning of year | 7 | 4.6 | $ 2.3 |
Service cost | 2.3 | 2.1 | 1.9 |
Interest cost | 0.4 | 0.3 | 0.2 |
Actuarial loss (gain) | (0.2) | 0.6 | 0.3 |
Plan amendments | 0 | 0 | 0 |
Benefits paid | (0.6) | (0.6) | (0.1) |
Benefit obligation at end of year | 8.9 | 7 | 4.6 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 4.3 | 4.6 | 2.1 |
Employer contributions | 2.2 | 0.2 | 2.5 |
Return on plan assets | 0 | 0.1 | 0.1 |
Benefits paid | (0.6) | (0.6) | (0.1) |
Fair value of plan assets at end of year | 5.9 | 4.3 | 4.6 |
Reconciliation of funded status: | |||
Fair value of plan assets at end of year | 5.9 | 4.3 | 4.6 |
Benefit obligation at end of year | 8.9 | 7 | 4.6 |
Funded status at end of year | (3) | (2.7) | 0 |
Retiree Medical Plan | |||
Change in benefit obligation: | |||
Benefit obligation at beginning of year | 3.1 | 2.1 | 2.4 |
Service cost | 0.3 | 0.2 | 0.3 |
Interest cost | 0.1 | 0.1 | 0.1 |
Actuarial loss (gain) | (0.7) | 0.7 | (0.6) |
Plan amendments | (2.4) | 0 | 0 |
Benefits paid | (0.1) | 0 | (0.1) |
Benefit obligation at end of year | 0.3 | 3.1 | 2.1 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 0 | 0 | 0 |
Employer contributions | 0.1 | 0 | 0.1 |
Return on plan assets | 0 | 0 | 0 |
Benefits paid | (0.1) | 0 | (0.1) |
Fair value of plan assets at end of year | 0 | 0 | 0 |
Reconciliation of funded status: | |||
Fair value of plan assets at end of year | 0 | 0 | 0 |
Benefit obligation at end of year | 0.3 | 3.1 | 2.1 |
Funded status at end of year | $ (0.3) | $ (3.1) | $ (2.1) |
Employee Benefit Plans Componen
Employee Benefit Plans Components of Net Period Benefit Cost and other Amounts Recognized in Equity (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Balance Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 2.3 | $ 2.1 | $ 1.9 |
Amortization of prior service cost | 0 | 0 | 0 |
Interest cost | 0.4 | 0.3 | 0.2 |
Expected return on plan assets | (0.1) | (0.2) | (0.1) |
Net periodic benefit cost | 2.6 | 2.2 | 2 |
Prior service cost addition (amortization) | 0 | 0 | 0 |
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss), Net Prior Service Cost (Credit), before Tax | 0 | 0 | 0 |
Actuarial (gain) loss | 0 | 0.7 | 0.3 |
Experience loss | 0 | 0 | 0 |
Total changes recognized in other comprehensive loss | 0 | 0.7 | 0.3 |
Retiree Medical Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | 0.3 | 0.2 | 0.3 |
Amortization of prior service cost | 0.2 | 0.1 | 0.2 |
Interest cost | 0.1 | 0.1 | 0.1 |
Expected return on plan assets | 0 | 0 | 0 |
Net periodic benefit cost | 0.6 | 0.4 | 0.6 |
Prior service cost addition (amortization) | (0.2) | (0.2) | (0.2) |
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss), Net Prior Service Cost (Credit), before Tax | (2.4) | 0 | 0 |
Actuarial (gain) loss | (0.7) | 0.7 | (0.6) |
Experience loss | 0 | 0 | 0 |
Total changes recognized in other comprehensive loss | $ (3.3) | $ 0.5 | $ (0.8) |
Employee Benefit Plans Weighted
Employee Benefit Plans Weighted Average Assumptions Used To Determine Benefit Obligation (Details) - Benefit Obligations | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Balance Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 4.50% | 4.00% | 5.00% |
Rate of compensation increase | 3.00% | 3.00% | 4.00% |
Retiree Medical Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 2.50% | 4.00% | 5.00% |
Health care cost trend rate: | |||
Initial rate | 7.00% | 7.50% | 7.00% |
Ultimate rate | 5.00% | 5.00% | 5.00% |
Years to ultimate | 4 years | 5 years | 4 years |
Employee Benefit Plans Weight79
Employee Benefit Plans Weighted Average Assumptions Used To Determine Net Periodic Benefit Cost (Details) - Net Periodic Benefit | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Balance Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 4.00% | 5.00% | 4.00% |
Expected long-term rate of return on plan assets | 3.75% | 4.75% | 4.25% |
Rate of compensation increase | 3.00% | 4.00% | 4.00% |
Retiree Medical Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 4.00% | 5.00% | 4.00% |
Health care cost trend rate: | |||
Initial rate | 7.50% | 7.00% | 7.50% |
Ultimate rate | 5.00% | 5.00% | 5.00% |
Years to ultimate | 5 years | 4 years | 5 years |
Employee Benefit Plans Anticipa
Employee Benefit Plans Anticipated Benefit Payments to Participants from Cash Balance Plan in Future Years (Details) $ in Millions | Dec. 31, 2015USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2,016 | $ 2.5 |
Cash Balance Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
2,016 | 0.3 |
2,017 | 0.4 |
2,018 | 0.5 |
2,019 | 0.7 |
2,020 | 0.9 |
2021-2025 | 6.5 |
Retiree Medical Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
2,016 | 0.1 |
2,017 | 0.1 |
2,018 | 0 |
2,019 | 0 |
2,020 | 0 |
2021-2025 | $ 0.1 |
Supplemental Cash Flow Inform81
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net cash from operating activities included: | |||
Interest paid | $ 29 | $ 22.5 | $ 26.7 |
Income taxes paid | 6.1 | 5 | 3.7 |
Noncash investing and financing activities include: | |||
Capital expenditures included in accounts payable | 13.8 | 2.9 | 10.2 |
PP&E derecognized in sale leaseback | 1.8 | 0 | 0 |
PP&E additions resulting from a capital lease | 4.5 | 1.7 | 1.2 |
Change in accrued distributions on participating equity awards | $ 4.2 | $ 0 | $ 0 |
Leasing Arrangements - Addition
Leasing Arrangements - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015USD ($)Store | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Leases Disclosure [Line Items] | |||
Operating Leases, Rent Expense | $ | $ 25.1 | $ 25.4 | $ 24 |
Marathon | |||
Leases Disclosure [Line Items] | |||
Number of convenience stores | 135 | ||
Number of stores under lease | 133 |
Leasing Arrangements Future Min
Leasing Arrangements Future Minimum Commitments for Lease Obligations (Details) $ in Millions | Dec. 31, 2015USD ($) |
Capital Leases | |
2,015 | $ 1.5 |
2,016 | 1.3 |
2,017 | 1.3 |
2,018 | 1.3 |
2,019 | 1.2 |
Thereafter | 13.8 |
Total | 20.4 |
Less: amount representing interest | (11.3) |
Present value of net minimum lease payments | 9.1 |
Operating Leases | |
2,015 | 30.8 |
2,016 | 27.1 |
2,017 | 26.6 |
2,018 | 25.4 |
2,019 | 24.9 |
Thereafter | 161.7 |
Total | 296.5 |
Total Leases | |
2,015 | 32.3 |
2,016 | 28.4 |
2,017 | 27.9 |
2,018 | 26.7 |
2,019 | 26.1 |
Thereafter | 175.5 |
Total | 316.9 |
Present value of net minimum lease payments | $ 305.6 |
Commitments and Contingencies (
Commitments and Contingencies (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Line Items] | |||
Accrual for Environmental Loss Contingencies, Undiscounted, Next Twelve Months | $ 6.3 | ||
Accrual for Environmental Loss Contingencies, Undiscounted, Second Year | 0.2 | ||
Accrual for Environmental Loss Contingencies, Undiscounted, Third Year | 0.2 | ||
Accrual for Environmental Loss Contingencies, Undiscounted, Fourth Year | 0.2 | ||
Accrual for Environmental Loss Contingencies, Undiscounted, Fifth Year | 0.2 | ||
Accrual for Envrionmental Loss Contingencies, Undiscounted, after fifth year | 2.1 | ||
Accrual for Environmental Loss Contingencies, Gross | 9.2 | ||
Accrual for Environmental Loss Contingencies, Discount | 0.6 | ||
Accrual for Environmental Loss Contingencies | $ 8.6 | $ 8.7 | |
Super America Franchising Company | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Period for license agreements | 10 years | ||
Groundwater Contamination [Member] | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Accrual for Environmental Loss Contingencies, Undiscounted, Next Twelve Months | $ 0.3 | ||
Period of remediation liabilities | 22 years | ||
Accrual for Environmental Loss Contingencies, Discount Rate | 2.74% | ||
Receivables for recoverable costs | $ 0.1 | 0.2 | |
Accrual for Environmental Loss Contingencies, Undiscounted, Second Year | 0.2 | ||
Accrual for Environmental Loss Contingencies, Undiscounted, Third Year | 0.2 | ||
Accrual for Environmental Loss Contingencies, Undiscounted, Fourth Year | 0.2 | ||
Accrual for Environmental Loss Contingencies, Undiscounted, Fifth Year | 0.2 | ||
Accrual for Envrionmental Loss Contingencies, Undiscounted, after fifth year | 2.1 | ||
Accrual for Environmental Loss Contingencies, Gross | 3.2 | ||
Accrual for Environmental Loss Contingencies, Discount | 0.6 | ||
Accrual for Environmental Loss Contingencies | 2.6 | 2.9 | |
Wastewater Lagoon [Member] | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Accrual for Environmental Loss Contingencies, Undiscounted, Next Twelve Months | 6 | ||
Litigation Settlement, Amount | $ 3.5 | ||
Accrual for Environmental Loss Contingencies, Undiscounted, Second Year | 0 | ||
Accrual for Environmental Loss Contingencies, Undiscounted, Third Year | 0 | ||
Accrual for Environmental Loss Contingencies, Undiscounted, Fourth Year | 0 | ||
Accrual for Environmental Loss Contingencies, Undiscounted, Fifth Year | 0 | ||
Accrual for Envrionmental Loss Contingencies, Undiscounted, after fifth year | 0 | ||
Accrual for Environmental Loss Contingencies, Gross | 6 | ||
Accrual for Environmental Loss Contingencies, Discount | 0 | ||
Accrual for Environmental Loss Contingencies | $ 6 | $ 5.8 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2015StoreSegment | |
Segment Reporting Information [Line Items] | |
Reportable operating segments | Segment | 2 |
Retail | |
Segment Reporting Information [Line Items] | |
Number of convenience stores | Store | 277 |
Operating Results for Operating
Operating Results for Operating Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ (759.8) | $ (891.6) | $ (959.8) | $ (793.8) | $ (1,059.8) | $ (1,547.4) | $ (1,602.5) | $ (1,346.3) | $ (3,405) | $ (5,556) | $ (4,979.2) |
Income (loss) from operations | $ (5.3) | $ 114.6 | $ 139.3 | $ 119.5 | $ 27.1 | $ 104.8 | $ 65.6 | $ 77.8 | 368.1 | 275.3 | 246.1 |
Income from equity method investment | 14.8 | 2.2 | 10 | ||||||||
Depreciation and amortization | 44 | 41.9 | 38.1 | ||||||||
Capital expenditures | 71.8 | 44.8 | 96.6 | ||||||||
Elimination of intersegment revenues | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | (647.7) | (932.1) | (1,015.8) | ||||||||
Total revenues | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | (4,052.7) | (6,488.1) | (5,995) | ||||||||
Corporate and Other Reconciling Items [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Income (loss) from operations | (25.9) | ||||||||||
Refining | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | (2,289.1) | (4,165.6) | (3,520.2) | ||||||||
Income (loss) from operations | 374.8 | 303.5 | 263.1 | ||||||||
Income from equity method investment | 14.8 | 2.2 | 10 | ||||||||
Depreciation and amortization | 35.4 | 33.7 | 30.4 | ||||||||
Capital expenditures | 63.8 | 35.4 | 88.7 | ||||||||
Refining | Elimination of intersegment revenues | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | (647.7) | (932.1) | (1,015.8) | ||||||||
Refining | Total revenues | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | (2,936.8) | (5,097.7) | (4,536) | ||||||||
Retail | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | (1,115.9) | (1,390.4) | (1,459) | ||||||||
Income (loss) from operations | 19.2 | 22.9 | 15.2 | ||||||||
Income from equity method investment | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 7.7 | 7.3 | 7.1 | ||||||||
Capital expenditures | 7.7 | 8.8 | 7.7 | ||||||||
Retail | Total revenues | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | (1,115.9) | (1,390.4) | (1,459) | ||||||||
Other | Elimination of intersegment revenues | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | (647.7) | (932.1) | (1,015.8) | ||||||||
Other | Corporate and Other Reconciling Items [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Income (loss) from operations | (51.1) | (32.2) | |||||||||
Income from equity method investment | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 0.9 | 0.9 | 0.6 | ||||||||
Capital expenditures | $ 0.3 | 0.6 | 0.2 | ||||||||
Operating Income (Loss) [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Prior Period Reclassification Adjustment | 0 | 0 | |||||||||
Operating Income (Loss) [Member] | Corporate and Other Reconciling Items [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Prior Period Reclassification Adjustment | 12.1 | 3.8 | |||||||||
Operating Income (Loss) [Member] | Refining | Total revenues | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Prior Period Reclassification Adjustment | (7.7) | (2.2) | |||||||||
Operating Income (Loss) [Member] | Retail | Total revenues | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Prior Period Reclassification Adjustment | $ (4.4) | $ (1.6) |
Total Assets by Segment (Detail
Total Assets by Segment (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Segment Reporting Information [Line Items] | ||
Equity method investment | $ 82.1 | $ 80.7 |
Total Assets | 1,137.3 | 1,164.9 |
Refining | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 917.4 | 932.9 |
Retail | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 138.7 | 132.6 |
Corporate/Other | ||
Segment Reporting Information [Line Items] | ||
Total Assets | $ 81.2 | $ 99.4 |
Reorganization and Related Co88
Reorganization and Related Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||
Unpaid restructuring costs at beginning of period | $ 0.8 | $ 0 |
Reorganization and related costs incurred during period | 0 | 12.9 |
Less: non-cash equity based awards with accelerated vesting | 0 | (4.8) |
Ending liability for cash portion of reorganization costs | 0.2 | 0.8 |
Employee Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Cash payments made to severed employees | $ (0.6) | $ (7.3) |
Proposed Merger Transaction P89
Proposed Merger Transaction Proposed Merger Transaction (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 21, 2015 | Nov. 12, 2013 | Dec. 31, 2015 |
Investor | |||
Business Acquisition [Line Items] | |||
Ownership interest | 100.00% | ||
Western Refining | |||
Business Acquisition [Line Items] | |||
Common stock par value (in dollars per share) | $ 0.01 | ||
Northern Tier Energy GP LLC | Investor | |||
Business Acquisition [Line Items] | |||
Ownership interest | 100.00% | 100.00% | |
Limited Partner | Investor | |||
Business Acquisition [Line Items] | |||
Ownership interest | 38.30% | 38.70% | 38.40% |
Norther Tier Unitholders | Merger Agreement Dated December Two Thousand Fifteen [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration per unit (in dollars per share) | $ 15 | ||
Equity consideration per unit (in dollars per share) | 0.2986 | ||
Western Refining | Merger Agreement Dated December Two Thousand Fifteen [Member] | |||
Business Acquisition [Line Items] | |||
Expected cash consideration | $ 858.2 | ||
Expected additional shares outstanding (shares) | 17,100,000 | ||
Maximum | NTI Public Unitholder | Merger Agreement Dated December Two Thousand Fifteen [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration per unit (in dollars per share) | $ 26.06 | ||
Equity consideration per unit (in dollars per share) | 0.7036 | ||
Western Acquisition Holdings, LLC | |||
Business Acquisition [Line Items] | |||
Ownership interest | 100.00% | ||
MergerCo | |||
Business Acquisition [Line Items] | |||
Ownership interest | 100.00% |
Supplementary Quarterly Finan90
Supplementary Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 759.8 | $ 891.6 | $ 959.8 | $ 793.8 | $ 1,059.8 | $ 1,547.4 | $ 1,602.5 | $ 1,346.3 | $ 3,405 | $ 5,556 | $ 4,979.2 |
Operating income | (5.3) | 114.6 | 139.3 | 119.5 | 27.1 | 104.8 | 65.6 | 77.8 | 368.1 | 275.3 | 246.1 |
NET INCOME | $ (12.6) | $ 103.5 | $ 128.9 | $ 111.2 | $ 16 | $ 96.2 | $ 57.9 | $ 71.5 | $ 331 | $ 241.6 | $ 231.1 |
Earnings per unit, Basic (in dollars per share) | $ (0.14) | $ 1.11 | $ 1.39 | $ 1.20 | $ 0.17 | $ 1.04 | $ 0.62 | $ 0.77 | $ 3.58 | $ 2.61 | $ 2.51 |
Earnings per unit, Diluted (in dollars per share) | $ (0.14) | $ 1.11 | $ 1.39 | $ 1.20 | $ 0.17 | $ 1.04 | $ 0.62 | $ 0.77 | $ 3.56 | $ 2.61 | $ 2.51 |