UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~May~~November 3130, ~~2009~~2015

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

For the transition period from to

Commission File No. 001-06198

UNITED REFINING COMPANY

(Exact name of registrant as specified in its charter)

Pennsylvania		25-1411751
(State or other jurisdiction of incorporation or organization)		(I.R.S. ~~Employer~~EmployerIdentification ~~Identification~~ No.)
15 Bradley Street
Warren, Pennsylvania		16365
(Address of principal executive office)		(Zip Code)

814-723-1500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨x No x¨

~~The~~Indicate ~~Company~~by ~~believes~~check ~~that~~mark awhether ~~control system, no matter how well designed and operated, cannot provide absolute assurance that~~ the ~~objectives~~registrant ofis ~~the~~a ~~control system~~large ~~are~~accelerated ~~met~~filer, ~~and~~an noaccelerated ~~evaluation of controls can provide absolute assurance that all controls issues and instances of fraud~~filer, ifa ~~any~~non-accelerated filer, ~~within~~or a ~~Company~~smaller ~~are~~reporting ~~detected~~company. ~~The~~See ~~Company’s~~definition ~~disclosure controls and procedures are designed to provide reasonable assurance~~ of ~~achieving~~“accelerated ~~their~~filer” ~~objectives~~“large ~~and~~accelerated ~~the~~filer” ~~Company’s CEO~~ and ~~CFO~~“smaller ~~have~~reporting ~~concluded~~company” ~~that~~in ~~such~~Rule ~~controls~~12b-2 ~~and~~of ~~procedures are effective at~~ the ~~“reasonable~~Exchange ~~assurance” level~~Act.

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer~~, an~~ ~~accelerated~~¨ Accelerated filer, or¨ ~~a non~~Non-accelerated filer. ~~See~~x ~~definition~~(Do ofnot ~~“accelerated~~check ~~filer~~if ~~and~~a ~~large~~smaller ~~accelerated~~reporting ~~filer”~~company) inSmaller ~~Rule~~reporting ~~12b-2~~company ~~of the Exchange Act.~~ ¨

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨

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

As of ~~July~~January 1514, ~~2009~~2016, there were 100 shares of common stock, par value $.10 per share, of the Registrant outstanding.

TABLE OF ADDITIONAL REGISTRANTS


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

FORM 10-Q – CONTENTS

		PAGE(S)
		PAGE
PART I.	FINANCIAL INFORMATION
PART I. FINANCIAL INFORMATION			4
Item 1.	Financial Statements.		4
	Consolidated Balance Sheets – May 31, 2009 (unaudited) and August 31, 2008	4
	Consolidated Balance Sheets – November 30, 2015 (unaudited) and August 31, 2015		4
	Consolidated Statements of Operations – Quarter and Nine Months Ended May 31, 2009 and 2008 (unaudited)	5
	Consolidated Statements of Operations – Three Months Ended November 30, 2015 and 2014 (unaudited)		5
	Consolidated Statements of Cash Flows – Nine Months Ended May 31, 2009 and 2008 (unaudited)	6
	Consolidated Statements of Comprehensive Income – Three Months Ended November 30, 2015 and 2014 (unaudited)		6
	Notes to Consolidated Financial Statements (unaudited)	7
	Consolidated Statements of Cash Flows – Three Months Ended November 30, 2015 and 2014 (unaudited)		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
	Notes to Consolidated Financial Statements (unaudited)		8
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		14
Item 4.	Controls and Procedures	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.		21
PART II.	OTHER INFORMATION	26
Item 4.	Controls and Procedures.		21
Item 1.	Legal Proceedings	26
PART II. OTHER INFORMATION			22
Item 1A.	Risk Factors	26
Item 1.	Legal Proceedings.		22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 1A.	Risk Factors.		22
Item 3.	Defaults Upon Senior Securities	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		22
Item 4.	Submission of Matters to a Vote of Security Holders	26
Item 3.	Defaults Upon Senior Securities.		22
Item 5.	Other Information	26
Item 4.	Mine Safety Disclosures.		22
Item 6.	Exhibits	26
Item 5.	Other Information.		22
Signatures		27
Item 6.	Exhibits.		22
Signatures.			23

PART I. FINANCIAL INFORMATION

~~ITEM~~Item 1. ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements.

UNITED REFINING COMPANY AND SUBSIDIARIES

~~CONSOLIDATED~~Consolidated ~~BALANCE~~Balance ~~SHEETS~~Sheets

(in thousands, except share amounts)

	May 31,2009(Unaudited)			August 31,2008
	November 30,2015(Unaudited)			August 31,2015
Assets
Current:
Cash and cash equivalents	$	19100,~~887~~852		$	32117,~~447~~028
Accounts receivable, net		7766,~~759~~664			~~124~~81,~~022~~567
Due from affiliated companies under a tax sharing agreement		4,602			35,913
Refundable income taxes		4,200			—
Inventories		206,483			94,708
Inventories, net		154,300			206,066
Prepaid expenses and other assets		2441,~~951~~848			2128,~~304~~000
Total current assets		333,682			308,394
Amounts due from affiliated companies, net		2,307			393
Property, plant and equipment, net		251,683			244,011
Total current assets		370,171			433,054
Investment in affiliated company		6,427			6,389
Property, plant and equipment, net		360,582			347,757
Deferred financing costs, net		34,~~582~~834			42,~~544~~667
Goodwill		1,349			1,349
Tradename		10,500			10,500
Amortizable intangible assets, net		~~1,509~~840			~~1,713~~869
Deferred turnaround costs and other assets, net		8,870			13,120
Deferred integrity and replacement costs, net		110,085			58,634
Deferred income taxes		9,433			11,773
Deferred turnaround costs and other assets, net		27,905			30,636
	$	~~627~~886,~~035~~266		$	~~601~~885,~~793~~466
Liabilities and Stockholder’s (Deficit) Equity
Liabilities and Stockholder’s Equity
Current:
Revolving credit facility	$	22,000		$	9,000
Current installments of long-term debt	$	26,563		$	1,556
Current installments of long-term debt		2,397			2,184
Accounts payable		47,287			44,833
Accounts payable		43,753			46,912
Accrued liabilities		18,273			17,911
Income taxes payable		95,~~033~~395			—7,397
Accrued liabilities		23,665			16,377
Sales, use and fuel taxes payable		22,847			23,373
Sales, use and fuel taxes payable		21,759			21,454
Deferred income taxes		5,822			5,822
Deferred income taxes		2,891			2,891
Total current liabilities		126,187			100,892
Amounts due to affiliated companies, net		1,756			2,591
Long term debt: less current installments		230,714			239,111
Total current liabilities		127,254			101,409
Deferred income taxes		49,858			55,921
Long term debt: less current installments		334,704			356,107
Deferred retirement benefits		69,996			71,800
Deferred gain on settlement of pension plan obligations		—			55
Total liabilities		476,755			467,724
Deferred retirement benefits		88,505			86,146
Other noncurrent liabilities		7			18
Total liabilities		550,470			543,735
Commitments and contingencies
Stockholder’s equity:
Common stock; $.10 par value per share – shares authorized 100; issued and outstanding 100		—			—
Additional paid-in capital		24,665			24,665
Series A Preferred stock; $1,000 par value per share – shares authorized 25,000; issued and outstanding 14,116		14,116			14,116
Retained earnings		73,659			56,338
Additional paid-in capital		156,846			156,846
Accumulated other comprehensive loss		(21,759	)		(22,945	)
Retained earnings		255,735			263,464
Total stockholder’s equity		76,565			58,058
Accumulated other comprehensive loss		(17,186	)		(16,684	)
	$	627,035		$	601,793
Total stockholder’s equity		409,511			417,742
	$	886,266		$	885,466

See accompanying notes to consolidated financial statements.

UNITED REFINING COMPANY AND SUBSIDIARIES

~~CONSOLIDATED~~Consolidated ~~STATEMENTS~~Statements OFof ~~OPERATIONS—~~Operations – (Unaudited)

(in thousands)

	Three Months Ended						Nine Months Ended
	Three Months EndedNovember 30,
	May 31,						May 31,
	2015			2014
	2009			2008			2009			2008
Net sales	$	574,941		$	824,697
				(As adjusted)						(As adjusted)
Costs and expenses:
Net sales	$	498,312		$	788,949		$	1,703,592		$	2,146,235
Costs of goods sold (exclusive of depreciation and amortization)		504,772			737,168
Costs of goods sold		428,939			775,165			1,534,622			2,072,749
Selling, general and administrative expenses		42,589			41,038
Gross profit		69,373			13,784			168,970			73,486
Depreciation and amortization expenses		11,702			10,352
Expenses:
		559,063			788,558
Selling, general and administrative expenses		35,779			36,116			107,937			106,845
Operating income		15,878			36,139
Depreciation and amortization expenses		4,028			4,058			12,204			12,138
Other expense:
Total operating expenses		39,807			40,174			120,141			118,983
Interest expense, net		(4,898	)		(6,658	)
Operating income (loss)		29,566			(26,390	)		48,829			(45,497	)
Other, net		(576	)		(608	)
Other income (expense):
Loss on extinguishment of debt		(19,316	)		—
Interest expense, net		(8,785	)		(8,595	)		(27,258	)		(22,826	)
		(24,790	)		(7,266	)
Other, net		(627	)		(462	)		(1,479	)		(1,557	)
(Loss) income before income tax (benefit) expense		(8,912	)		28,873
Equity in net earnings of affiliate		(3	)		618			38			1,512
Income tax (benefit) expense		(3,300	)		11,259
Gain on extinguishment of debt		9,230			—			9,230			—
Net (loss) income	$	(5,612	)	$	17,614
		(185	)		(8,439	)		(19,469	)		(22,871	)
Income (loss) before income tax expense (benefit)		29,381			(34,829	)		29,360			(68,368	)
Income tax expense (benefit)		12,048			(14,280	)		12,039			(28,030	)
Net income (loss)	$	17,333		$	(20,549	)	$	17,321		$	(40,338	)

See accompanying notes to consolidated financial statements.

UNITED REFINING COMPANY AND SUBSIDIARIES

~~CONSOLIDATED~~Consolidated ~~STATEMENTS~~Statements OFof ~~CASH~~Comprehensive ~~FLOWS—~~Income (~~Unaudited~~Loss) – (Unaudited)

(in thousands)

	Nine Months Ended
	Three Months EndedNovember 30,
	May 31,2009			May 31,2008
	2015			2014
				(As adjusted)
Net (loss) income	$	(5,612	)	$	17,614
Cash flows from operating activities:
Other comprehensive loss, net of taxes:
Net income (loss)	$	17,321		$	(40,338	)
Unrecognized post retirement costs, net of taxes of $(321) and $(237) for the three months ended November 30, 2015 and 2014, respectively		(502	)		(370	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Other comprehensive loss		(502	)		(370	)
Depreciation and amortization		17,486			15,664
Total comprehensive (loss) income	$	(6,114	)	$	17,244
Equity in net earnings of affiliate		(38	)		(1,512	)
Deferred income taxes		1,516			4,517
Gain on extinguishment of debt		(9,230	)		—
Loss on asset dispositions		587			1,068
Cash used in working capital items		(25,216	)		(91,217	)
Change in operating assets and liabilities:
Other assets		372			(20	)
Deferred retirement benefits		4,370			2,153
Other noncurrent liabilities		(11	)		(25	)
Other, net		(2	)		2
Total adjustments		(10,166	)		(69,370	)
Net cash provided by (used in) operating activities		7,155			(109,708	)
Cash flows from investing activities:
Additions to property, plant and equipment		(19,191	)		(34,471	)
Additions to deferred turnaround costs		(1,138	)		(9,520	)
Proceeds from asset dispositions		80			—
Net cash used in investing activities		(20,249	)		(43,991	)
Cash flows from financing activities:
Net borrowings on revolving credit facility		13,000			32,000
Proceeds from sale of investment securities		—			75,854
Proceeds from issuance of long term debt		318			178
Dividends to stockholder		—			(35,312	)
Principal reductions of long term debt		(12,559	)		(956	)
Deferred financing costs		(225	)		(108	)
Net cash provided by financing activities		534			71,656
Net decrease in cash and cash equivalents		(12,560	)		(82,043	)
Cash and cash equivalents, beginning of year		32,447			135,441
Cash and cash equivalents, end of period	$	19,887		$	53,398
Cash provided by (used in) working capital items:
Accounts receivable, net	$	46,263		$	(27,582	)
Refundable income taxes		31,311			—
Inventories		(111,775	)		35,098
Prepaid expenses and other assets		(3,647	)		(100,721	)
Accounts payable		(3,159	)		23,732
Accrued liabilities		7,288			9,084
Income taxes payable		9,033			(36,514	)
Sales, use and fuel taxes payable		305			818
Amounts due from affiliated companies, net		(835	)		4,868
Total change	$	(25,216	)	$	(91,217	)
Cash paid during the period for:
Interest	$	19,473		$	18,947
Income taxes	$	1,458		$	42,273
Non-cash investing activities:
Property additions & capital leases	$	1,148		$	598

See accompanying notes to consolidated financial statements.

UNITED REFINING COMPANY AND SUBSIDIARIES

~~NOTES~~Consolidated TOStatements ~~CONSOLIDATED~~of ~~FINANCIAL~~Cash ~~STATEMENTS~~Flows – (Unaudited)

(~~Unaudited~~in thousands)

1. Description of Business and Basis of Presentation


	Three Months Ended November 30,
	2015			2014
Cash flows from operating activities:
Net (loss) income	$	(5,612	)	$	17,614
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		12,168			10,958
Deferred income taxes		(5,742	)		11,736
Noncash portion of loss on extinguishment of debt		5,771			—
Loss on asset dispositions		27			500
Cash provided by (used in) working capital items		46,995			(26,609	)
Change in operating assets and liabilities:
Other assets, net		168			236
Deferred retirement benefits		(2,627	)		(1,996	)

Total adjustments		56,760			(5,175	)

Net cash provided by operating activities		51,148			12,439

Cash flows from investing activities:
Additions to property, plant and equipment		(18,674	)		(10,924	)
Additions to deferred turnaround costs		(1,065	)		(1,723	)
Additions to deferred integrity and replacement costs		(53,674	)		(28,630	)
Proceeds from asset dispositions		—			3

Net cash used in investing activities		(73,413	)		(41,274	)

Cash flows from financing activities:
Dividends to preferred shareholder and stockholder		(2,117	)		(2,117	)
Proceeds from issuance of long-term debt		250,475			—
Principal reductions of long-term debt		(237,656	)		(414	)
Deferred financing costs		(4,613	)		—

Net cash provided by (used in) financing activities		6,089			(2,531	)

Net decrease in cash and cash equivalents		(16,176	)		(31,366	)
Cash and cash equivalents, beginning of year		117,028			99,037

Cash and cash equivalents, end of period	$	100,852		$	67,671

Cash provided by (used in) working capital items:
Accounts receivable, net	$	14,903		$	(986	)
Refundable income taxes		(4,200	)		—
Inventories, net		51,766			(37,991	)
Prepaid income taxes		—			(433	)
Prepaid expenses and other assets		(13,848	)		19,366
Amounts due from affiliated companies, net		(1,914	)		(453	)
Accounts payable		2,454			(10,172	)
Accrued liabilities		362			5,584
Income taxes payable		(2,002	)		—
Sales, use, and fuel taxes payable		(526	)		(1,524	)

Total change	$	46,995		$	(26,609	)

Cash paid during the period for:
Interest	$	3,808		$	163
Income taxes	$	8,644		$	30

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

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

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

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

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

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended May 31, 2009 are not necessarily indicative of the results that may be expected for the year ending August 31, 2009. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Form 10-K for the fiscal year ended August 31, 2008.

2. Change in Accounting Policy

During the quarter ended February 28, 2009 the Company changed its method of accounting for inventories during interim periods from adjusting the inventory LIFO reserve on an annual basis to adjusting the inventory LIFO reserve on a quarterly basis. We believe this change in method of accounting better reflects interim results consistent with annual LIFO. Accordingly, the Company has reflected the change in accounting in the current quarter and retrospectively applied this policy to its previously issued financial statements for the three and nine months ended May 31, 2008. This change does not impact cash flows and does not impact annual financial statements.

UNITED REFINING COMPANY AND SUBSIDIARIES

~~NOTES~~Notes TOto ~~CONSOLIDATED~~Consolidated ~~FINANCIAL~~Financial ~~STATEMENTS—(Continued)~~ Statements

(Unaudited)

~~The~~1. ~~following~~Description ~~is a summary~~ of ~~the~~Business ~~impact~~and ofBasis ~~the change in accounting policy has had on the Company’s Consolidated Statements~~ of ~~Operations for the three and nine months ended May 31, 2008:~~ Presentation

	Three Months Ended May 31, 2008(in thousands)
	As PreviouslyReported		Adjustments			As adjusted
Net sales	$	788,949	$	—		$	788,949
Costs of goods sold		733,130		42,035			775,165
Gross profit		55,819		(42,035	)		13,784
Operating expenses		40,174		—			40,174
Operating income (loss)		15,645		(42,035	)		(26,390	)
Other expenses		8,439		—			8,439
Income (loss) before income tax expense (benefit)		7,206		(42,035	)		(34,829	)
Income tax expense (benefit)		2,955		(17,235	)		(14,280	)
Net income (loss)	$	4,251	$	(24,800	)	$	(20,549	)
	Nine Months Ended May 31, 2008(in thousands)
	As PreviouslyReported		Adjustments			As adjusted
Net sales	$	2,146,235	$	—		$	2,146,235
Costs of goods sold		1,990,948		81,801			2,072,749
Gross profit		155,287		(81,801	)		73,486
Operating expenses		118,983		—			118,983
Operating income (loss)		36,304		(81,801	)		(45,497	)
Other expenses		22,871		—			22,871
Income (loss) before income tax expense (benefit)		13,433		(81,801	)		(68,368	)
Income tax expense (benefit)		5,508		(33,538	)		(28,030	)
Net income (loss)	$	7,925	$	(48,263	)	$	(40,338	)

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

3The Company is a petroleum refiner and marketer in its primary market area of Western New York and Northwestern Pennsylvania. ~~Recent~~Operations ~~Accounting~~are ~~Pronouncements~~organized into two business segments: wholesale and retail.

InThe ~~September~~wholesale ~~2006,~~segment ~~the~~is ~~FASB~~responsible ~~issued Statement No. 157, Fair Value Measurements (“Statement 157”). Statement 157 provides guidance~~ for ~~using fair value to measure assets and liabilities. This statement clarifies~~ the ~~principle~~acquisition ~~that~~of ~~fair~~crude ~~value~~oil, ~~should~~petroleum ~~be based on the assumptions that market participants would use when pricing the asset or liability. Statement 157 establishes a fair value hierarchy~~refining, ~~giving~~supplying ~~the~~petroleum ~~highest~~products ~~priority~~ to ~~quoted~~the ~~prices~~retail insegment ~~active markets~~ and the ~~lowest~~marketing ~~priority~~of topetroleum ~~unobservable~~products ~~data. Statement 157 applies whenever other standards require assets or liabilities~~ to bewholesale ~~measured at fair value. This statement is~~and ~~effective~~industrial ~~in fiscal years beginning after November 15, 2007~~customers. InThe ~~February~~retail ~~2008,~~segment ~~the~~operates ~~FASB provided~~ a ~~one~~network ~~year deferral for the implementation~~ of ~~Statement~~Company ~~157~~operated ~~for~~retail ~~non-financial~~units ~~assets~~under ~~and~~the ~~liabilities~~Red ~~recognized~~Apple ~~or disclosed at fair value on a~~Food ~~non-recurring~~Mart® ~~basis.~~and ~~The~~Country ~~Company~~Fair® ~~adopted~~brand ~~Statement~~names ~~157~~selling ~~for~~petroleum ~~financial~~products ~~assets~~under asthe ofKwik ~~September 1~~Fill®, ~~2008~~Citgo® and itKeystone® ~~did~~brand ~~not have a significant effect on the Company’s consolidated financial statements. Furthermore~~names, ~~the~~as ~~Company~~well ~~believes~~as ~~that~~convenience ~~the adoption of Statement 157 for non-financial assets~~ and ~~liabilities~~grocery ~~will not have a significant effect on the Company’s consolidated financial statements~~items.

InThe ~~December~~Company ~~2007,~~is ~~the~~a ~~FASB~~wholly-owned ~~issued~~subsidiary ~~Statement~~of NoUnited Refining, Inc. ~~160~~, ~~“Noncontrolling~~a ~~Interests~~wholly-owned insubsidiary ~~Consolidated~~of ~~Financial~~United ~~Statements~~Acquisition –Corp., which anin ~~Amendment~~turn is a wholly-owned subsidiary of ~~Accounting~~ ~~Research~~Red ~~Bulletin~~Apple NoGroup, Inc. ~~51”~~ (~~“Statement~~the ~~160~~“Parent”),. ~~which~~

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended November 30, 2015 are not necessarily indicative of the results that may be expected for the year ending August 31, 2016. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Form 10-K for the fiscal year ended August 31, 2015.

2.	Inventories

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

Inventories consist of the following:


	November 30, 2015			August 31, 2015
	(in thousands)
Crude Oil	$	54,078		$	60,209
Petroleum Products		76,580			92,452
Lower of Cost or Market Reserve		(30,814	)		—

Total @ Lower of LIFO Cost or Market		99,844			152,661

Merchandise		24,865			24,277
Supplies		29,591			29,128

Total @ FIFO		54,456			53,405

Total Inventory	$	154,300		$	206,066

UNITED REFINING COMPANY AND SUBSIDIARIES

~~NOTES~~Notes TOto ~~CONSOLIDATED~~Consolidated ~~FINANCIAL~~Financial ~~STATEMENTS—(Continued)~~ Statements

(Unaudited)

~~establishes~~As ~~accounting~~of ~~and~~November 30, ~~reporting~~2015 ~~standards~~and ~~for~~August 31, ~~ownership interests in subsidiaries held by parties other than the parent~~2015, the ~~amount~~replacement cost of ~~consolidated~~LIFO ~~net income~~inventories ~~attributable~~exceeded totheir ~~the~~LIFO ~~parent~~carrying ~~and~~values toby ~~the~~approximately ~~noncontrolling interest~~$4,913,000 ~~changes in a parent’s ownership interest~~ and ~~the~~$6,201,000, ~~valuation~~respectively. ofIn ~~retained~~accordance ~~noncontrolling~~with ~~equity~~ASC ~~investments~~270, ~~when~~Interim ~~a subsidiary is deconsolidated. Statement 160 also establishes~~ reporting, ~~requirements that provide sufficient disclosures that clearly identify~~ and ~~distinguish~~ASC ~~between~~330, ~~the~~Inventory, ~~interest~~as of ~~the~~November 30, ~~parent~~2015 and ~~the interests of the noncontrolling owner. Statement 160 is effective for fiscal years beginning after December~~August 1531, ~~2008.~~2015, ~~The~~ the Company isrecorded ~~currently~~a ~~evaluating~~market ~~the~~valuation ~~potential~~reserve ~~impact,~~against ifits ~~any,~~LIFO ofcarrying ~~the~~values ~~adoption~~ of ~~Statement 160 on the Company’s consolidated financial position~~$30,814,000 ~~results of operations~~ and ~~cash~~$0, ~~flows~~respectively.

~~In March 2008, the FASB issued Statement No~~3. ~~161~~ “Disclosure about Derivative Instruments and Hedging Activities-an amendment of FASB statements No. 133” (“Statement 161”) which provides revised guidance for enhanced disclosures about how and why an entity uses derivative instrumentsAmended, ~~how derivative~~Restated ~~instruments~~ and ~~related~~Consolidated ~~hedged~~Revolving ~~items are accounted for under Statement 133~~Credit, ~~and~~Term ~~how~~Loan ~~derivative instruments~~ and ~~the~~Security related hedged items affect an entity’s financial position, financial performance and cash flows. Statement 161 is effective for the Company’s fiscal and interim periods beginning after November 15, 2008. The Company does not currently have any derivative instruments and is not involved in any hedging activities. Agreement

4On October 20, 2015, URC, United Refining Company of Pennsylvania, Kiantone Pipeline Corporation (“Kiantone”), United Refining Company of New York Inc., ~~Inventories~~United Biofuels, Inc., Country Fair, Inc. and Kwik-Fill Corporation (collectively, the “Borrowers”) entered into an Amended, Restated and Consolidated Revolving Credit, Term Loan and Security Agreement (“Credit Agreement”) with a group of lenders led by PNC Bank, National Association, as Administrative Agent (the “Agent”), and PNC Capital Markets LLC, as Sole Lead Arranger and Bookrunner. The Credit Agreement amends and restates the Amended and Restated Credit Agreement, dated May 18, 2011 and last amended June 18, 2013, by and between the Company and certain subsidiaries and PNC Bank, National Association, as Administrative Agent (the “Existing Credit Facility”). The Credit Agreement will terminate on October 19, 2020 (the “Expiration Date”). Until the Expiration Date, the Company may borrow on the New Revolving Credit Facility (as defined below) on a borrowing base formula set forth in the Credit Agreement.

~~Inventories~~Pursuant ~~are~~to ~~stated~~the atCredit Agreement, the ~~lower~~Company increased ofits ~~cost~~existing orsenior ~~market~~secured revolving credit facility from $175,000,000 ~~with~~to ~~cost~~$225,000,000. ~~being~~The ~~determined~~New ~~under~~Revolving Credit Facility may be increased by an amount not to exceed $50,000,000 without additional approval from the ~~Last-~~lenders named in the Credit Agreement if existing lenders agree to increase their commitments or additional lenders commit to fund such increase. Interest under the New Revolving Credit Facility is calculated as follows: (a) for domestic rate borrowings, ~~First-out~~at (i) the greater of the Agent’s prime rate, federal funds rate plus .5% or the daily LIBOR rate plus 1%, plus (~~LIFO~~ii) an ~~method~~applicable ~~for~~margin ~~crude~~of ~~oil~~1.25% to 1.75%, and ~~petroleum~~(b) for euro-rate borrowings, at the LIBOR rate plus an applicable ~~product~~margin ~~inventories~~of ~~and~~2.25% to 2.75%. The applicable margin will vary depending on a formula calculating the ~~First-~~Company’s average unused availability under the facility. In addition, pursuant to the Credit Agreement, the Company entered into a term loan in the amount of $250,000,000, ~~First-out~~which was made in a single drawing on the Closing Date (~~FIFO~~“Term Loan” and, together with the New Revolving Credit Facility, the “Credit Obligations”). ~~method~~Under the Term Loan, interest is calculated as follows: (a) for ~~merchandise~~domestic rate borrowings, at (i) the greater of the Agent’s prime rate, federal funds rate plus .5% ~~Supply~~or ~~inventories~~the ~~are~~daily ~~stated~~LIBOR rate plus 1%, plus (ii) an applicable margin of 1.75% to 2.25%, and (b) for euro-rate borrowings, at ~~either~~the ~~lower~~LIBOR rate plus an applicable margin of ~~cost~~2.75% to 3.25%. The applicable margin will vary depending on a formula calculating the Company’s average unused availability under the facility. The Term Loan is prepayable in whole or in ~~market~~part at any time without premium or ~~replacement~~penalty. ~~cost~~The ~~and~~Term ~~include~~Loan ~~various~~shall ~~parts~~be ~~for~~paid in full on or prior to the ~~refinery~~Expiration ~~operations.~~Date ~~(See~~and ~~note~~shall 2)be paid in equal quarterly amounts based on a ten-year straight line amortization schedule.

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

	May 31,2009			August 31,2008
	(in thousands)
Crude Oil	$	64,197		$	17,273
Petroleum Products		135,995			39,836
Total @ LIFO		200,192			57,109
Merchandise		17,598			18,350
Supplies		21,686			19,249
Total @ FIFO		39,284			37,599
		239,476			94,708
Lower of cost or market reserve		(32,993	)		—
Total Inventory	$	206,483		$	94,708

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

At May 31, 2009, aggregated LIFO costs exceeded the current market costs by $33,000,000. Accordingly the Company recorded a $33,000,000 lower of cost or market reserve against LIFO cost. The net effect of the $33,000,000 change in this reserve for the nine month period from August 31, 2008 to May 31, 2009 to value the Company’s crude oil and petroleum products inventories to net realizable market values decreased operating income by $33,000,000. For the three month period ending May 31, 2009, the lower of cost or market reserve was reduced from $78,000,000 at February 28, 2009 to $33,000,000 at May 31, 2009. The net effect of this reduction for the three month period increased operating income by approximately $45,000,000.

UNITED REFINING COMPANY AND SUBSIDIARIES

~~NOTES~~Notes TOto ~~CONSOLIDATED~~Consolidated ~~FINANCIAL~~Financial ~~STATEMENTS—(Continued)~~ Statements

(Unaudited)

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

~~Certain~~The proceeds of ~~United~~the ~~Refining~~Credit ~~Company’s~~Agreement ~~(the~~were ~~“issuer”~~used to (i) repay ~~subsidiaries~~and ~~function~~satisfy asin ~~guarantors~~full ~~under~~those ~~the~~certain ~~terms~~10.500% ofsenior ~~the~~secured ~~$350,000,000~~notes due 2018 (the “Senior ~~Unsecured~~ ~~Note~~Secured ~~Indenture~~Notes due ~~August~~2018”), (ii) 15provide for the Company’s general corporate needs, ~~2012.~~including ~~Financial~~working ~~information~~capital ~~for~~requirements ~~the~~and ~~issuer~~capital expenditures and ~~its~~(iii) pay ~~wholly~~the ~~owned~~fees ~~subsidiary~~and ~~guarantors~~expenses isassociated aswith ~~follows:~~the Credit Agreement.

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

~~(in~~4. ~~thousands)~~Segments of Business

	May 31, 2009												August 31, 2008
	Issuer			Guarantors			Eliminations			Consolidated			Issuer			Guarantors			Eliminations			Consolidated
Assets
Current:
Cash and cash equivalents	$	6,193		$	13,694		$	—		$	19,887		$	11,358		$	21,089		$	—		$	32,447
Accounts receivable, net		47,444			30,315			—			77,759			75,524			48,498			—			124,022
Refundable income taxes		4,533			69			—			4,602			34,530			1,383			—			35,913
Inventories		181,123			25,360			—			206,483			64,614			30,094			—			94,708
Prepaid expenses and other assets		17,763			7,188			—			24,951			16,338			4,966			—			21,304
Intercompany		112,349			15,860			(128,209	)		—			163,202			17,001			(180,203	)		—
Total current assets		369,405			92,486			(128,209	)		333,682			365,566			123,031			(180,203	)		308,394
Property, plant and equipment, net		175,133			76,550			—			251,683			166,266			77,745			—			244,011
Investment in affiliated company		6,427			—			—			6,427			6,389			—			—			6,389
Deferred financing costs, net		3,582			—			—			3,582			4,544			—			—			4,544
Goodwill and other non-amortizable assets		—			11,849			—			11,849			—			11,849			—			11,849
Amortizable intangible assets, net		—			1,509			—			1,509			—			1,713			—			1,713
Deferred turnaround costs & other assets		7,942			928			—			8,870			11,984			1,136			—			13,120
Deferred income taxes		14,839			(5,406	)		—			9,433			15,778			(4,005	)		—			11,773
Investment in subsidiaries		6,675			—			(6,675	)		—			(5,922	)		—			5,922			—
	$	584,003		$	177,916		$	(134,884	)	$	627,035		$	564,605		$	211,469		$	(174,281	)	$	601,793
Liabilities and Stockholder’s Equity
Current:
Revolving credit facility	$	22,000		$	—		$	—		$	22,000		$	9,000		$	—		$	—		$	9,000
Current installments of long-term debt		1,392			1,005			—			2,397			1,315			869			—			2,184
Accounts payable		21,633			22,120			—			43,753			24,550			22,362			—			46,912
Income taxes payable		1,037			7,996			—			9,033			—			—			—			—
Accrued liabilities		18,137			5,528			—			23,665			10,615			5,762			—			16,377
Sales, use and fuel taxes payable		17,678			4,081			—			21,759			16,961			4,493			—			21,454
Deferred income taxes		3,590			(699	)		—			2,891			3,590			(699	)		—			2,891
Amounts due to affiliated companies, net		1,693			63			—			1,756			1,297			1,294			—			2,591
Intercompany		—			128,209			(128,209	)		—			—			180,203			(180,203	)		—
Total current liabilities		87,160			168,303			(128,209	)		127,254			67,328			214,284			(180,203	)		101,409
Long term debt: less current installments		332,046			2,658			—			334,704			353,098			3,009			—			356,107
Deferred gain on settlement of pension plan obligations		—			—			—			—			55			—			—			55
Deferred retirement benefits		88,232			273			—			88,505			86,066			80			—			86,146
Other noncurrent liabilities		—			7			—			7			—			18			—			18
Total liabilities		507,438			171,241			(128,209	)		550,470			506,547			217,391			(180,203	)		543,735
Commitment and contingencies
Stockholder’s equity
Common stock, $.10 par value per share – shares authorized 100; issued and outstanding 100		—			18			(18	)		—			—			18			(18	)		—
Additional paid-in capital		24,665			10,651			(10,651	)		24,665			24,665			10,651			(10,651	)		24,665
Retained earnings		73,659			(3,876	)		3,876			73,659			56,338			(16,464	)		16,464			56,338
Accumulated other comprehensive loss		(21,759	)		(118	)		118			(21,759	)		(22,945	)		(127	)		127			(22,945	)
Total stockholder’s equity		76,565			6,675			(6,675	)		76,565			58,058			(5,922	)		5,922			58,058
	$	584,003		$	177,916		$	(134,884	)	$	627,035		$	564,605		$	211,469		$	(174,281	)	$	601,793

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


	Three Months Ended November 30,
	2015		2014
Net Sales
Retail	$	290,777	$	379,156
Wholesale		284,164		445,541

	$	574,941	$	824,697

Intersegment Sales
Wholesale	$	104,853	$	180,256

Operating Income
Retail	$	3,508	$	9,759
Wholesale		12,370		26,380

	$	15,878	$	36,139

Depreciation and Amortization
Retail	$	2,109	$	1,763
Wholesale		9,593		8,589

	$	11,702	$	10,352

UNITED REFINING COMPANY AND SUBSIDIARIES

~~NOTES~~Notes TOto ~~CONSOLIDATED~~Consolidated ~~FINANCIAL~~Financial ~~STATEMENTS—(Continued)~~ Statements

(Unaudited)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS


	November 30, 2015		August 31, 2015
Total Assets
Retail	$	178,156	$	178,200
Wholesale		708,110		707,266

	$	886,266	$	885,466

~~(in~~5. ~~thousands)~~Employee Benefit Plans

	Three Months Ended May 31, 2009												Three Months Ended May 31, 2008(As adjusted)
	Issuer			Guarantors			Eliminations			Consolidated			Issuer			Guarantors			Eliminations			Consolidated
Net sales	$	334,518		$	277,990		$	(114,196	)	$	498,312		$	611,314		$	405,648		$	(228,013	)	$	788,949
Costs of goods sold		295,061			248,074			(114,196	)		428,939			625,671			377,507			(228,013	)		775,165
Gross profit (loss)		39,457			29,916			—			69,373			(14,357	)		28,141			—			13,784
Expenses:
Selling, general and administrative expenses		5,395			30,384			—			35,779			5,534			30,582			—			36,116
Depreciation and amortization expenses		2,678			1,350			—			4,028			2,631			1,427			—			4,058
Total operating expenses		8,073			31,734			—			39,807			8,165			32,009			—			40,174
Operating income (loss)		31,384			(1,818	)		—			29,566			(22,522	)		(3,868	)		—			(26,390	)
Other income (expense):
Interest expense, net		(8,450	)		(335	)		—			(8,785	)		(7,711	)		(884	)		—			(8,595	)
Other, net		(905	)		278			—			(627	)		(743	)		281			—			(462	)
Gain on extinguishment of debt		9,230			—			—			9,230			—			—			—			—
Equity in net (loss) earnings of affiliate		(3	)		—			—			(3	)		618			—			—			618
Equity in net loss of subsidiaries		(1,703	)		—			1,703			—			(2,842	)		—			2,842			—
		(1,831	)		(57	)		1,703			(185	)		(10,678	)		(603	)		2,842			(8,439	)
Income (loss) before income tax expense (benefit)		29,553			(1,875	)		1,703			29,381			(33,200	)		(4,471	)		2,842			(34,829	)
Income tax expense (benefit)		12,220			(172	)		—			12,048			(12,651	)		(1,629	)		—			(14,280	)
Net income (loss)	$	17,333		$	(1,703	)	$	1,703		$	17,333		$	(20,549	)	$	(2,842	)	$	2,842		$	(20,549	)

For the periods ended November 30, 2015 and 2014, net pension and other postretirement benefit costs were comprised of the following:


	Pension Benefits						Other Post-Retirement Benefits
	Three Months Ended November 30,						Three Months Ended November 30,
	2015			2014			2015			2014
				(in thousands)
Service cost	$	168		$	157		$	109		$	151
Interest cost on benefit obligation		1,356			1,213			385			413
Expected return on plan assets		(1,508	)		(1,588	)		—			—
Amortization and deferral of net loss		318			180			(1,136	)		(786	)

Net periodic benefit cost (income)	$	334		$	(38	)	$	(642	)	$	(222	)

As of November 30, 2015, $1,445,000 of contributions have been made to the Company pension plans for the fiscal year ending August 31, 2016.

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

6.	Fair Value Measurements

The carrying values of all financial instruments classified as a current asset or a current liability approximate fair value because of the short maturity of these instruments. The fair value of marketable securities is determined by available market prices. The fair value exceeded the carrying value of the long term debt at November 30, 2015 and August 31, 2015 by $307,000 and $16,636,000, respectively.

7.	Enbridge Agreements

On July 31, 2014, URC and Kiantone Pipeline Corporation (together the “Company Parties”), on the one hand, and Enbridge Energy Limited Partnership (“EEPL”) and Enbridge Pipelines Inc. (“EPI” and, together with EEPL, the “Carriers”), on the other hand, entered into a letter agreement (the “Letter Agreement”) with respect to approximately 88.85 miles of pipeline owned by the Carriers, which transports crude oil from Canada to the Company’s Kiantone Pipeline in West Seneca, New York and serves the Company’s refinery in Warren, Pennsylvania (“Line 10”).

Pursuant to the Letter Agreement, the Company agreed to fund certain integrity costs necessary to maintain Line 10 (the “Integrity Costs”). Pursuant to the Letter Agreement the Carriers agreed to reconcile their actual

UNITED REFINING COMPANY AND SUBSIDIARIES

~~NOTES~~Notes TOto ~~CONSOLIDATED~~Consolidated ~~FINANCIAL~~Financial ~~STATEMENTS—(Continued)~~ Statements

(Unaudited)

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

(In addition, the Company agreed to pay for half the cost of replacing certain portions of Line 10 in ~~thousands~~accordance with a plan agreed to between the Company Parties and the Carriers. The Company will pay 50% of the estimated expenses of the replacement project for each segment of Line 10 to be replaced (the “Replacement Costs”) within 30 days of its receipt of an invoice for the same, along with a project management fee of 2 1/4%. Each Carrier will initially fund the remaining 50% of the Replacement Costs during construction, provided that the Company will reimburse the Carriers for their actual cost of funds during the construction process. Once construction is complete and each replaced segment of Line 10 is put into service, and assuming the Company has not exercised its rights to purchase Line 10 pursuant to the Put and Call Agreement, the Company will repay the Carriers the 50% of the Replacement Costs they funded over a 10 year period.

	Nine Months Ended May 31, 2009												Nine Months Ended May 31, 2008(As adjusted)
	Issuer			Guarantors			Eliminations			Consolidated			Issuer			Guarantors			Eliminations			Consolidated
Net sales	$	1,192,038		$	877,968		$	(366,414	)	$	1,703,592		$	1,641,455		$	1,082,531		$	(577,751	)	$	2,146,235
Costs of goods sold		1,140,923			760,113			(366,414	)		1,534,622			1,651,650			998,850			(577,751	)		2,072,749
Gross profit (loss)		51,115			117,855			—			168,970			(10,195	)		83,681			—			73,486
Expenses:
Selling, general and administrative expenses		17,096			90,841			—			107,937			16,893			89,952			—			106,845
Depreciation and amortization expenses		8,034			4,170			—			12,204			7,894			4,244			—			12,138
Total operating expenses		25,130			95,011			—			120,141			24,787			94,196			—			118,983
Operating income (loss)		25,985			22,844			—			48,829			(34,982	)		(10,515	)		—			(45,497	)
Other income (expense):
Interest expense, net		(25,618	)		(1,640	)		—			(27,258	)		(18,788	)		(4,038	)		—			(22,826	)
Other, net		(2,263	)		785			—			(1,478	)		(2,419	)		862			—			(1,557	)
Gain on extinguishment of debt		9,230			—			—			9,230			—			—			—			—
Equity in net earnings of affiliate		37			—			—			37			1,512			—			—			1,512
Equity in net earnings (loss) of subsidiaries		12,590			—			(12,590	)		—			(8,598	)		—			8,598			—
		(6,024	)		(855	)		(12,590	)		(19,469	)		(28,293	)		(3,176	)		8,598			(22,871	)
Income (loss) before income tax expense (benefit)		19,961			21,989			(12,590	)		29,360			(63,275	)		(13,691	)		8,598			(68,368	)
Income tax expense (benefit)		2,640			9,399			—			12,039			(22,937	)		(5,093	)		—			(28,030	)
Net income (loss)	$	17,321		$	12,590		$	(12,590	)	$	17,321		$	(40,338	)	$	(8,598	)	$	8,598		$	(40,338	)

On November 12, 2015, pursuant to the Letter Agreement, the Company made a payment to the Carriers in the amount of $60,700,000 for Subsequent Year Pipe Replacement Costs, which amount reflects credits received by the Company upon reconciliation of the Integrity Costs funded in fiscal 2014 and other refunds due to the Company of $7,000,000 reflected in other current assets. Kiantone, as the owner of the Kiantone Pipeline, has agreed to guaranty any and all payments due by the Company pursuant to the Letter Agreement.

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

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

UNITED REFINING COMPANY AND SUBSIDIARIES

~~NOTES~~Notes TOto ~~CONSOLIDATED~~Consolidated ~~FINANCIAL~~Financial ~~STATEMENTS—(Continued)~~ Statements

(Unaudited)

~~CONDENSED~~8. ~~CONSOLIDATING~~Subsequent ~~STATEMENTS OF CASH FLOWS~~ Events

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

	Nine Months Ended May 31, 2009											Nine Months Ended May 31, 2008
	Issuer			Guarantors			Eliminations		Consolidated			Issuer			Guarantors			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	20,488		$	(3,817	)	$	—	$	16,671		$	(121,918	)	$	12,210		$	—	$	(109,708	)
Cash flows from investing activities:
Additions to property, plant and equipment		(15,945	)		(3,246	)		—		(19,191	)		(27,973	)		(6,498	)		—		(34,471	)
Additions to deferred turnaround costs		(1,127	)		(11	)		—		(1,138	)		(9,481	)		(39	)		—		(9,520	)
Proceeds from asset dispositions		—			80			—		80			—			—			—		—
Net cash used in investing activities		(17,072	)		(3,177	)		—		(20,249	)		(37,454	)		(6,537	)		—		(43,991	)
Cash flows from financing activities:
Net borrowings on revolving credit facility		13,000			—			—		13,000			32,000			—			—		32,000
Proceeds from sales of investment securities		—			—			—		—			75,854			—			—		75,854
Proceeds from issuance of long-term debt		—			318			—		318			—			178			—		178
Dividends to stockholder		—			—			—		—			(35,312	)		—			—		(35,312	)
Principal reductions of long-term debt		(21,356	)		(719	)		—		(22,075	)		(328	)		(628	)		—		(956	)
Deferred financing costs		(225	)		—			—		(225	)		(108	)		—			—		(108	)
Net cash (used in) provided by financing activities		(8,581	)		(401	)		—		(8,982	)		72,106			(450	)		—		71,656
Net (decrease) increase in cash and cash equivalents		(5,165	)		(7,395	)		—		(12,560	)		(87,266	)		5,223			—		(82,043	)
Cash and cash equivalents, beginning of year		11,358			21,089			—		32,447			123,858			11,583			—		135,441
Cash and cash equivalents, end of period	$	6,193		$	13,694		$	—	$	19,887		$	36,592		$	16,806		$	—	$	53,398

~~UNITED~~Item ~~REFINING~~2. ~~COMPANY~~Management’s ~~AND~~Discussion ~~SUBSIDIARIES~~and Analysis of Financial Condition and Results of Operations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

6. Segments of Business

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

	Three Months EndedMay 31,						Nine Months EndedMay 31,
	2009			2008			2009		2008
				(As adjusted)					(As adjusted)
Net Sales
Retail	$	276,938		$	404,593		$	874,515	$	1,079,261
Wholesale		221,374			384,356			829,077		1,066,974
	$	498,312		$	788,949		$	1,703,592	$	2,146,235
Intersegment Sales
Wholesale	$	77,144		$	226,958		$	362,961	$	574,481
Operating (Loss) Income
Retail	$	(2,718	)	$	(4,910	)	$	27,165	$	(12,192	)
Wholesale		32,284			(21,480	)		21,664		(33,305	)
	$	29,566		$	(26,390	)	$	48,829	$	(45,497	)
Depreciation and Amortization
Retail	$	1,252		$	1,328		$	3,878	$	3,947
Wholesale		2,776			2,730			8,326		8,191
	$	4,028		$	4,058		$	12,204	$	12,138

	May 31,2009		August 31,2008
Total Assets
Retail	$	150,230	$	179,119
Wholesale		476,805		422,674
	$	627,035	$	601,793
Capital Expenditures (including non-cash)
Retail	$	3,189	$	8,359
Wholesale		17,150		35,029
	$	20,339	$	43,388

UNITED REFINING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

7. Employee Benefit Plans

For the periods ended May 31, 2009 and May 31, 2008, net pension and other postretirement benefit costs were comprised of the following:

	Pension Benefits
	Three Months EndedMay 31,						Nine Months EndedMay 31,
	2009			2008			2009			2008
	(in thousands)
Service cost	$	647		$	715		$	2,072		$	2,045
Interest cost on benefit obligation		1,228			1,243			3,935			3,536
Expected return on plan assets		(1,024	)		(1,307	)		(3,282	)		(3,720	)
Amortization of transition obligation		2			70			2			105
Amortization and deferral of net loss		319			(48	)		788			54
Net periodic benefit cost	$	1,172		$	673		$	3,515		$	2,020
	Other Post-Retirement Benefits
	Three Months EndedMay 31,						Nine Months EndedMay 31,
	2009			2008			2009			2008
	(in thousands)
Service cost	$	669		$	679		$	2,008		$	1,991
Interest cost on benefit obligation		1,116			1,105			3,348			3,236
Expected return on plan assets		—			—			—			—
Amortization of transition obligation		150			150			448			448
Amortization and deferral of net loss		243			190			730			697
Net periodic benefit cost	$	2,178		$	2,124		$	6,534		$	6,372

As of May 31, 2009, $2,485,000 of contributions have been made to the Company pension plans for the fiscal year ending August 31, 2009.

8. Gain on Extinguishment of Debt

During the three months ended May 31, 2009, the Company acquired $21,040,000 of its 10 1/2% Senior Unsecured Notes due 2012 at an average price of $54.24, resulting in a gain from extinguishment of debt of $9,230,000, which is net of $286,000 of deferred financing costs and $112,000 of debt discount.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward Looking Statements

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

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

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

•

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

•

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

•

repayment of debt;

•

general economic, business and market conditions;

•

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

•

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

•

the availability and cost of financing to us;

•

environmental, tax and tobacco legislation or regulation;

•

volatility of gasoline prices, margins and supplies;

•

merchandising margins;

•

labor costs;

•

level of capital expenditures;

•

customer traffic;

•

weather conditions;

•

acts of terrorism and war;

•

business strategies;

•

expansion and growth of operations;

•

future projects and investments;

•14 ~~future exposure to currency devaluations or exchange rate fluctuations;~~

• ~~expected~~future ~~outcomes~~exposure ofto ~~legal~~currency ~~and~~devaluations ~~administrative~~or ~~proceedings~~exchange ~~and~~rate ~~their expected effects on our financial position, results of operations and cash flows~~fluctuations;

• ~~future~~expected ~~operating~~outcomes ~~results~~of legal and administrative proceedings and their expected effects on our financial ~~condition~~position, results of operations and cash flows; and

• ~~the~~future ~~effectiveness~~operating ofresults ~~our disclosure controls~~ and ~~procedures and internal control over~~ financial ~~reporting~~condition.

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

Recent Developments

The Company continues to be impacted by the volatility ofin ~~the~~ petroleum ~~market~~markets in fiscal ~~year 2009~~2016. ~~Crude~~NYMEX crude prices indecreased ~~the~~$5 ~~fourth~~per ~~quarter~~barrel ofor ~~fiscal~~9% ~~year~~from ~~2009 have~~August 31, ~~risen~~2015 ~~as compared~~ to ~~the~~November 30, ~~third quarter of fiscal year 2009~~2015. ~~The~~This decrease ~~average~~in ~~NYMEX~~ crude price ~~for~~is ~~the~~reflected ~~fourth~~in ~~quarter~~decreased ~~based~~selling onprices ~~values~~and ~~published~~subsequent onnet ~~July 2,~~sales ~~2009 was $65.21/bbl, $19.46/bbl or 42.5% higher than the average price~~ for the ~~third fiscal quarter of 2009 which was $45~~Company.~~76/bbl.~~

The lagged 3-2-1 crackspread asis measured by the difference between the ~~price~~prices of crude oil contracts traded on the NYMEX for the ~~proceeding~~preceding month to the prices of NYMEX gasoline and heating oil contracts in the current trading month~~, have been negatively affected by falling petroleum prices~~. The Company uses a lagged crackspread as a margin indicator as it reflects the margin during the time period between the purchase of crude oil and its delivery to the refinery for processing. The lagged crackspread for the ~~fourth~~first quarter of ~~fiscal~~ ~~year 2009 based on values as of July 2, 2009, is $10.87, a $5.47 or a 33.5% decrease over the lagged crackspread for the third quarter of~~ fiscal ~~year~~2016 ~~2009 which~~ was $1613.3478. ~~However~~Through December 31, ~~the~~2015 ~~average lagged crackspread for~~ the ~~last~~indicated ~~two quarters of fiscal year 2009 show a marked improvement over the first six months of fiscal year 2009. The average~~ lagged crackspread for the second ~~half~~quarter ofending ~~the year, as measured on July~~February 229, ~~2009,~~2016 was is $1312.6170, ana $181.8108 ordecrease ~~361.2% improvement~~ from the ~~negative $5.21~~ average for the first ~~six~~quarter ~~months~~ of ~~the~~ fiscal ~~year~~2016.

Results of Operations

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

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

As15 discussed in Note 2 to the Consolidated Financial Statements, the Company changed its method of accounting for inventories during interim periods from adjusting the inventory LIFO reserve on an annual basis to adjusting the inventory LIFO reserve on a quarterly basis. Accordingly, the Company has reflected the change in accounting in the current quarter and retrospectively applied this policy to its previously issued financial statements for the three and nine month periods ended May 31, 2008.

Retail Operations:

	Three Months EndedMay 31,						Nine Months EndedMay 31,
	Three Months EndedNovember 30,
	2009			2008			2009			2008
	2015			2014
	(dollars in thousands)
				(As adjusted)						(As adjusted)
Net Sales
Net Sales
Petroleum	$	220,968		$	310,965
Petroleum	$	215,214		$	350,233		$	703,318		$	921,076
Merchandise and other		69,809			68,191
Merchandise and other		61,724			54,360			171,197			158,185
Total Net Sales		290,777			379,156
Total Net Sales		276,938			404,593			874,515			1,079,261
Costs of goods sold		249,583			333,427
Costs of Goods Sold		248,153			377,731			753,062			997,979
Selling, general and administrative expenses		35,577			34,207
Gross Profit		28,785			26,862			121,453			81,282
Depreciation and amortization expenses		2,109			1,763
Operating Expenses		31,503			31,772			94,288			93,474
Segment Operating Income	$	3,508		$	9,759
Segment Operating Income (Loss)	$	(2,718	)	$	(4,910	)	$	27,165		$	(12,192	)
Retail Operating Data:
Petroleum Sales (thousands of gallons)		98,306			95,641			288,793			280,077
Petroleum sales (thousands of gallons)		93,353			92,470
Gross Profit
Petroleum margin (a)	$	22,784		$	28,331
Petroleum (a)	$	13,090		$	12,418		$	77,229		$	39,206
Petroleum margin ($/gallon) (b)		.2441			.3064
Merchandise and other		15,695			14,444			44,224			42,076
Merchandise and other margins	$	18,409		$	17,398
	$	28,785		$	26,862			121,453		$	81,282
Merchandise margin (percent of sales)		26	%		26	%
Petroleum margin ($/gallon) (b)		.1332			.1298			.2674			.1400
Merchandise margin (percent of sales)		25.4	%		26.6	%		25.8	%		26.6	%

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

(b)

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

Comparison of Fiscal Quarters Ended ~~May~~November 3130, ~~2009~~2015 and ~~May 31,~~2014 ~~2008~~

Net Sales

Retail sales decreased during the fiscal quarter ended ~~May~~November 3130, ~~2009~~2015 by $~~127~~88.74 million or 3123.63% from ~~$404.6~~the ~~million~~comparable toperiod ~~$276.9~~in ~~million~~fiscal ~~for~~2015 ~~the~~from ~~comparable~~$379.2 ~~period~~million into ~~fiscal~~$290.8 ~~2008~~million. The decrease was ~~primarily~~ due to: a $~~135~~90.0 million decrease in petroleum sales offset by aan ~~$7.3 million~~ increase in merchandise sales of $1.6 million. The petroleum sales decrease resulted from a 4029.26% decrease in retail selling prices per gallon, offset by a 2.79 million gallon or ~~2.8%~~a 1% increase in ~~retail~~ petroleum volume. The decrease in prices generally reflects the decline in world wide petroleum prices. Merchandise sales increase is primarily due to increased prepared food, beverages and cigarette sales due to promotional campaigns and increased selling prices.

Costs of Goods Sold

Retail costs of goods sold decreased during the fiscal quarter ended ~~May~~November 3130, ~~2009~~2015 by $~~129~~83.68 million or 3425.31% ~~for~~ from the comparable period in fiscal ~~2008~~ 2015 from $~~377~~333.74 million to $~~248~~249.16 million. The decrease was primarily due to $~~132~~88.62 million in petroleum purchase ~~prices~~costs and ~~a $3.1 million decrease in inventory pricing,~~ offset by an increase ~~in fuel tax~~ of $.36 million, ~~freight~~in ~~cost~~merchandise ofcosts ~~$.6 million,~~ and ~~merchandise~~ ~~cost~~fuel taxes of $63.18 million.

~~Gross~~Selling, ~~Profit~~General and Administrative Expenses

Retail ~~gross~~Selling, ~~profit~~General ~~increased~~and ~~during~~Administrative ~~the~~(“SG&A”) ~~fiscal~~expenses ~~quarter~~remained ~~ended~~relatively ~~May 31, 2009~~constant byduring ~~$1.9 million or 7.2% for~~ the ~~comparable period in~~ fiscal quarters ~~2008.~~ended ~~The~~November 30, ~~Company~~2015 ~~increased its petroleum margins by $.7 million or 5.4%~~ and ~~merchandise margin increased by $1~~2014.2 ~~million or 8.7%.~~

1816

Operating Expenses

Retail operating expenses remained relatively constant during the fiscal quarter ended May 31, 2009 and the comparable period in fiscal 2008, due to the Company’s effort to keep overhead at the previous year’s level.

Comparison of Nine Months Ended May 31, 2009 and May 31, 2008

Net Sales

Retail sales decreased during the nine months ended May 31, 2009 by $204.7 million or 19.0% from $1,079.3 million to $874.6 million for the comparable period in fiscal 2008. The decrease was primarily due to $217.7 million in petroleum sales, offset by a $13.0 million increase in merchandise sales. The decrease in prices generally reflects the decline in world wide petroleum prices. The petroleum sales decrease resulted from a 25.9% decrease in retail selling prices per gallon this was offset by 8.7 million gallon or 3.1% increase in sales volume. The merchandise sales increase is primarily due to increased prepared food, beverages and cigarette sales due to promotional campaigns and increased selling prices.

Costs of Goods Sold

Retail costs of goods sold decreased during the nine months ended May 31, 2009 by $244.9 million or 24.5% from $998.0 million to $753.1 million for the comparable period in fiscal 2008. The decrease was primarily due to $245.6 million in petroleum purchase prices and $12.6 million decrease in inventory pricing offset by increases in: fuel taxes of $2.3 million, freight costs of $.1 million, and merchandise costs of $10.9 million.

Gross Profit

Retail gross profit increased during the nine months ended May 31, 2009 by $40.2 million or 49.4% for the comparable period in fiscal 2008. The Company increased its petroleum margins by $38.0 million or 97.0% and merchandise margin by $2.2 million or 5.1%.

Operating Expenses

Retail operating expenses remained relatively constant during the nine months ended May 31, 2009 and the comparable period in fiscal 2008, due to the Company’s effort to keep overhead at the previous year’s level.

Wholesale Operations:

	Three Months EndedMay 31,					Nine Months EndedMay 31,
	Three Months EndedNovember 30,
	2009		2008			2009		2008
	2015			2014
	(dollars in thousands)
			(As adjusted)					(As adjusted)
Net Sales (a)	$	284,164		$	445,541
Net Sales (a)	$	221,374	$	384,356		$	829,077	$	1,066,974
Costs of goods sold (exclusive of depreciation, amortization)		255,189			403,741
Costs of Goods Sold		180,786		397,434			781,560		1,074,770
Selling, general and administrative expenses		7,012			6,831
Gross Profit (Loss)	$	40,588	$	(13,078	)	$	47,517	$	(7,796	)
Depreciation and amortization expenses		9,593			8,589
Operating Expenses		8,304		8,402			25,853		25,509
Segment Operating Income	$	12,370		$	26,380
Segment Operating Income (Loss)	$	32,284	$	(21,480	)	$	21,664	$	(33,305	)
Crude throughput (thousand barrels per day)		55.1		55.9			61.0		58.1

19Key Wholesale Operating Statistics:


	Three Months Ended November 30,
	2015			2014
Refinery Product Yield (thousands of barrels)
Gasoline and gasoline blendstock		2,752			2,533
Distillates		1,336			1,372
Asphalt		1,842			1,837
Butane, propane, residual products, internally produced fuel and other (“Other”)		517			654

Total Product Yield		6,447			6,396

% Heavy Crude Oil of Total Refinery Throughput (b)		61	%		62	%
Crude throughput (thousand barrels per day)		64.6			64.1

Product Sales (thousand of barrels) (a)
Gasoline and gasoline blendstock		1,754			1,571
Distillates		1,101			1,087
Asphalt		1,987			1,760
Other		164			192

Total Product Sales Volume		5,006			4,610

Product Sales (dollars in thousands) (a)
Gasoline and gasoline blendstock	$	103,337		$	154,238
Distillates		69,334			121,186
Asphalt		108,834			160,452
Other		2,659			9,665

Total Product Sales	$	284,164		$	445,541

Refinery Product Yield

(thousands of barrels)

	Three Months EndedMay 31,						Nine Months EndedMay 31,
	2009			2008			2009			2008
Gasoline and gasoline blendstock		2,064			2,033			6,972			6,776
Distillates		1,206			1,249			4,057			3,902
Asphalt		1,504			1,482			5,006			4,771
Butane, propane, residual products, internally produced fuel and other (“Other”)		676			782			1,701			1,901
Total Product Yield		5,450			5,546			17,736			17,350
% Heavy Crude Oil of Total Refinery Throughput (b)		62	%		57	%		61	%		59	%
Product Sales (dollars in thousands) (a)
	Three Months EndedMay 31,						Nine Months EndedMay 31,
	2009			2008			2009			2008
Gasoline and gasoline blendstock	$	81,270		$	160,487		$	272,733		$	436,448
Distillates		64,968			137,959			252,087			377,968
Asphalt		70,032			72,288			282,539			216,910
Other		5,104			13,622			21,718			35,648
Total Product Sales	$	221,374		$	384,356		$	829,077		$	1,066,974
Product Sales (thousand of barrels) (a)
	Three Months EndedMay 31,						Nine Months EndedMay 31,
	2009			2008			2009			2008
Gasoline and gasoline blendstock		1,320			1,353			4,092			4,176
Distillates		1,064			932			3,269			3,118
Asphalt		1,478			1,501			4,357			5,407
Other		194			218			619			606
Total Product Sales Volume		4,056			4,004			12,337			13,307

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

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

20Comparison of Fiscal Quarters Ended November 30, 2015 and 2014

Comparison of Fiscal Quarters Ended May 31, 2009 and May 31, 2008

Net Sales

Wholesale sales decreased during the three months ended ~~May~~November 3130, ~~2009~~2015 by $~~163~~161.04 million or 4236.42% ~~for~~from the comparable period in fiscal ~~2008~~2015 from $~~384~~445.45 million to $~~221~~284.41 million. The decrease was due primarily to a 4341.23% decrease in wholesale prices offset by aan 1increase of 8.36% ~~increase~~ in wholesale volume. ~~The decrease in prices generally reflects the decline in world wide petroleum prices.~~

~~Costs~~17 ~~of Goods Sold~~

Wholesale costs of goods sold decreased during the three months ended May 31, 2009 by $216.6 million or 54.5% for the comparable period in fiscal 2008 from $397.4 million to $180.8 million. The decrease in wholesale costs of goods sold during this period was primarily due to a decrease in cost of raw materials.

Gross Profit

Wholesale gross profit increased during the three months ended May 31, 2009 by $53.7 million or 410.4% for the comparable period in fiscal 2008 from $(13.1) million to $40.6 million. The increase was primarily due to the changing oil market pricing.

Operating Expenses

Operating expenses remained relatively constant during the fiscal quarter ended May 31, 2009 and the comparable period in fiscal 2008, due to the Company’s effort to keep overhead at the previous year’s level. The operating expense for the fiscal quarter ended May 31, 2009 was $8.3 million or 3.8% of net wholesale sales compared to $8.4 million or 2.2% of net wholesale sales for the comparable period in 2008.

Comparison of Nine Months Ended May 31, 2009 and May 31, 2008

Net Sales

Wholesale sales decreased during the nine months ended May 31, 2009 by $237.9 million or 22.3% from $1,067.0 million to $829.1 million for the comparable period in fiscal 2008. The decrease was due to a 7.3% decrease in wholesale volume and a 16.2% decrease in wholesale selling prices. The decrease in prices generally reflects the decline in world wide petroleum prices.

Costs of Goods Sold

Wholesale costs of goods sold decreased during the nine months ended May 31, 2009 by $293.2 million or 27.3% from $1,074.8 million to $781.6 million for the comparable period in fiscal 2008. The decrease in wholesale costs of goods sold was primarily a result of the volatile changing oil market pricing in the first fiscal quarter.

Gross Profit

Wholesale gross profit increased during the nine months ended May 31, 2009 by $55.3 million or 709.5% from $(7.8) million to $47.5 million for the comparable period in fiscal 2008. The increase was primarily due to the changing oil market pricing.

Operating Expenses

Operating expenses remained relatively constant during the nine months ended May 31, 2009 and the comparable period in fiscal 2008, due to the Company’s effort to keep overhead at the previous year’s level. For 2009 operating expenses were $25.8 million, or 3.1% of net wholesale sales, compared to $25.5 million, or 2.4% of net wholesale sales for the comparable period in fiscal 2008.

~~Consolidated~~Costs ~~Expenses:~~of Goods Sold (exclusive of depreciation and amortization)

Wholesale costs of goods sold decreased during the three months ended November 30, 2015 by $148.5 million or 36.8% from the comparable period in fiscal 2015 from $403.7 million to $255.2 million. The decrease in wholesale costs of goods sold during this period was primarily due to a decrease in cost of raw materials.

Selling, General and Administrative Expenses

Wholesale SG&A expenses remained relatively constant during the three months ended November 30, 2015 and 2014.

Depreciation and Amortization

Depreciation, amortization increased during the three months ended November 30, 2015 by $1.3 million for the comparable period for fiscal 2015 from $10.4 million to $11.7 million. The increase was primarily due to increases of $.7 million in amortization of integrity and replacement costs and miscellaneous depreciation costs of $.6 million.

Interest Expense, net

Net interest expense (interest expense less interest income) ~~for~~decreased during the three months ended ~~May~~November 3130, ~~2009~~2015 ~~increased~~and ~~$.2~~2014 ~~million~~by ~~or 2.2% to~~ $81.8 million ~~from $8~~.6 ~~million~~The ~~for~~decrease ~~the~~was ~~comparable period in fiscal 2008,~~ primarily due to ~~the~~early ~~decrease~~redemption of ~~interest~~Senior ~~income~~Notes asdue a2018 ~~result~~and ofthe ~~less~~lower ~~cash~~interest ~~available~~rate ~~for~~on ~~investing~~the Term Loan outstanding.

~~Net~~Income ~~interest~~Tax ~~expense~~Expense (interest expense less interest income) for the nine months ended May 31, 2009 increased $4.4 million or 19.3% to $27.2 million from $22.8 million for the comparable period in fiscal 2008, primarily due to the decrease of interest income as a result of less cash available for investing.

~~Income~~The ~~Tax~~Company’s ~~Expense~~effective /tax ~~(Benefit)~~rate was 37% and 39% for the three months ended November 30, 2015 and 2014.

The Company’s effective tax rate for the three months and nine months ended May 31, 2009 and May 31, 2008 remained relatively constant at approximately 41%.

Liquidity and Capital Resources

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

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

	May 31,2009		August 31,2008
	November 30, 2015
Cash and cash equivalents	$	19100,~~887~~852	$	~~32,447~~
Working capital	$	~~206~~243,~~428~~984	$	~~206,985~~
Current ratio		2.69		~~3.0~~
Debt	$	~~359~~257,~~101~~277	$	~~367,291~~

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

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

	Nine MonthsEndedMay 31,2009
	(in millions)
Significant uses of cashInvesting activities:
Additions to deferred turnaround costs	$	1.0
Property, plant and equipment
Residual upgrade		5.7
Waste water treatment plant upgrade		2.0
Upgrade to additive system/loading rack		1.4
Computers and equipment upgrade		1.4
Renewable fuels – cost estimates		1.4
#4 boiler upgrade		1.2
Miscellaneous equipment replacement		1.0
Replace existing boiler – Springdale		.9
Retail maintenance (black top, roof, HVAC, rehab)		.8
Retail petroleum upgrade		.7
Environmental upgrade		.6
Other general capital items(tank repairs, refinery piping projects, etc.)		2.1
Total property, plant and equipment		19.2
Net cash provided by investing activities	$	20.2
Financing activities:
Net borrowings on revolving credit facility	$	13.0
Principal reductions of long term debt		(12.6	)
Other		.1
Net cash provided by financing activities	$	.5
Working capital items:
Accounts receivable decrease	$	46.3
Refundable income tax decrease		31.3
Income taxes payable increase		9.0
Accrued liabilities increase		7.3
Sales, use and fuel taxes payable decrease		.3
Increase in inventory		(111.8	)
Prepaid expense increase		(3.6	)
Accounts payable decrease		(3.2	)
Amounts due from affiliated companies, net decrease		(.8	)
Cash used in working capital items	$	(25.2	)

Significant Uses of Cash

The changes in cash for the three months ended November 30, 2015 are described below.

The cash provided by working capital is shown below:


	Three Months Ended November 30, 2015
	(in millions)
Cash provided by working capital items:
Inventory decrease	$	51.8
Accounts receivable decrease		14.9
Accounts payable increase		2.5
Accrued liabilities increase		.3
Prepaid expense increase		(13.9	)
Refundable income taxes increase		(4.2	)
Income taxes payable decrease		(2.0	)
Amounts due from affiliated companies, net		(1.9	)
Sales, use and fuel taxes payable decrease		(.5	)

Total change	$	47.0

Available cash on hand decreased by $16.2 million. Other cash uses included:

•

Fund capital expenditures and deferred turnaround costs of $19.7 million

•

Fund dividends to preferred shareholder and common stockholder of $2.1 million

•

Fund deferred integrity and replacement costs of $53.7 million

•

Fund principal reductions of long-term debt $237.7 million

•

Fund deferred financing costs $4.6 million

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

Maintenance and non-discretionary capital expenditures have averaged approximately $6.0 million annually over the last three years for the refining and marketing operations. Management does not foresee any increase in these maintenance and non-discretionary capital expenditures during fiscal year ~~2009~~2016 at this time.

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

23On October 20, 2015, URC, United Refining Company of Pennsylvania, Kiantone, United Refining Company of New York Inc., United Biofuels, Inc., Country Fair, Inc. and Kwik-Fill Corporation (collectively, the “Borrowers”) entered into the Credit Agreement with a group of lenders led by PNC Bank, National Association, and PNC Capital Markets LLC, as Sole Lead Arranger and Bookrunner. The Credit Agreement amends and restates the Existing Credit Facility. The Credit Agreement will terminate on October 19, 2020. Until

able to meet our working capital, capital expenditure, contractual obligations, letter of credit and debt service requirements out of cash flow from operations, cash on hand and borrowings under our Revolving Credit Facility with PNC Bank, N.A. as Agent Bank. In November 2008, we increased the ~~limit~~Expiration ~~of our revolving credit facility with PNC Bank~~Date, ~~N.A., as Agent Bank (~~the ~~“Revolving Credit Facility”) from $100,000,000 to $130,000,000. This amendment provides the~~ Company ~~greater~~may ~~flexibility~~borrow relative to its cash flow requirements in light of market fluctuations, particularly involving crude oil prices and seasonal business cycles. The improved liquidity resulting from the expansion of the facility will assist the Company in meeting its working capital, ongoing capital expenditure needs and for general corporate purposes. The term of the agreement does not change. It will expire on ~~November 27, 2011. The amendment to~~ the ~~Revolving~~New ~~Credit Facility affected certain terms and provisions thereof, including an increase in the interest rate and a modification to the Net Worth covenant. Under the new amendment to the~~ Revolving Credit Facility ~~effective~~(as ~~November 21,~~defined ~~2008,~~below) ~~the applicable margin will continue to be calculated~~ on ~~the average unused availability as follows: (~~a~~) for~~ ~~base rate~~ borrowing, atbase ~~the~~formula ~~greater~~set offorth ~~the~~in ~~Agent Bank’s prime rate plus an applicable margin of 0% to .5%;~~ the Federal Funds Open Rate plus .5%; or the Daily LIBOR rate plus 1%; (b) for euro-rate based borrowings, at the LIBOR Rate plus an applicable margin of 2.35% to 1.75%. Prior to this amendment of the Revolving Credit ~~Facility, commencing May 7, 2007, interest was calculated as follows: (a) for base rate borrowings, at the greater of the Agent Bank’s prime rate less an applicable margin of 0% to~~ Agreement.5% ~~or the federal funds rate plus 1%; (b) for euro-rate borrowings, at the LIBOR rate plus an applicable margin of 1.25% to 1.75%. The Agent Bank’s prime rate at May 31, 2009 was 3.25%.~~

~~The~~Pursuant ~~Revolving~~to the Credit ~~Facility~~Agreement, isthe ~~secured~~Company ~~primarily~~increased byits ~~certain~~existing ~~cash~~senior ~~accounts,~~secured ~~accounts~~revolving ~~receivable~~credit ~~and~~facility ~~inventory. Until~~from ~~maturity~~$175,000,000 weto $225,000,000. The New Revolving Credit Facility may ~~borrow~~be onincreased aby ~~borrowing~~an ~~base~~amount ~~formula~~not asto ~~set~~exceed ~~forth~~$50,000,000 inwithout additional approval from the ~~facility.~~lenders Wenamed ~~had~~in ~~standby~~the ~~letters~~Credit ofAgreement ~~credit~~if ofexisting ~~$3.2~~lenders ~~million~~agree asto ofincrease ~~May 31,~~their commitments ~~2009~~or ~~and~~additional ~~there~~lenders ~~were~~commit ~~outstanding~~to ~~borrowings~~fund such increase. Interest under the New Revolving Credit Facility inis calculated as follows: (a) for domestic rate borrowings, at (i) the ~~amount~~greater of the Agent’s prime rate, federal funds ~~$22~~rate plus .05% ~~million~~or ~~resulting~~the indaily ~~net~~LIBOR ~~availability~~rate plus 1%, plus (ii) an applicable margin of ~~$104~~1.825% ~~million~~to 1.75%, Asand ~~of July~~(b) 15for euro-rate borrowings, ~~2009~~at ~~there~~the ~~was~~LIBOR $6rate plus an applicable margin of 2.025% ~~million~~to 2.75%. The applicable margin will vary depending on a formula calculating the ~~$130~~Company’s ~~million~~average ~~Revolving~~unused availability under the facility. In addition, pursuant to the Credit ~~Facility~~Agreement, ~~and~~the ~~standby~~Company ~~letters~~entered ofinto ~~credit~~a term loan in the amount of $3250,000,000, which was made in a single drawing on the Closing Date (“Term Loan” and, together with the New Revolving Credit Facility, the “Credit Obligations”).2 ~~million~~Under the Term Loan, ~~resulting~~interest inis calculated as follows: (a) for ~~net~~domestic ~~availability~~rate borrowings, at (i) the greater of the Agent’s prime rate, federal funds rate plus .5% or the daily LIBOR rate plus 1%, plus (ii) an applicable margin of ~~$120~~1.875% ~~million~~to 2.25%, and (b) for euro-rate borrowings, at the ~~Company~~LIBOR ~~had~~rate ~~full~~plus ~~access~~an toapplicable itmargin of 2.75% to 3.25%. The applicable margin will vary depending on a formula calculating the Company’s ~~working~~average ~~capital~~unused ~~ratio~~availability ~~was~~under 2the facility.6 asThe ofTerm ~~May 31,~~Loan ~~2009~~is prepayable in whole or in part at any time without premium or penalty. The Term Loan shall be paid in full on or prior to the Expiration Date and shall be paid in equal quarterly amounts based on a ten-year straight line amortization schedule. Prepayment of the Term Loan in whole or in part may be made at any time without premium or penalty.

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

Until maturity, we may borrow on a borrowing base formula as set forth in the facility. We had standby letters of credit of $8.8 million as of November 30, 2015 and there were no outstanding borrowings under the Credit Agreement resulting in net availability of $216.2 million. As of January 14, 2016, there were no outstanding borrowings under the Credit Agreement and there were standby letters of credit in the amount of $8.8 million, resulting in a net availability of $216.2 million and the Company had full access to it.

Although we are not aware of any pending circumstances which would change our expectation, changes in the tax laws, the imposition of and changes in federal and state clean air and clean fuel requirements and other changes in environmental laws and regulations may also increase future capital expenditure levels. Future capital expenditures are also subject to business conditions affecting the industry. We continue to investigate strategic acquisitions and capital improvements to our existing facilities.

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

Loan Agreement, interest is calculated as follows: (a) for LIBOR Loans, at either the LIBOR plus 2.50% or the Prime Rate, (b) for Reference Rate Loans, the Prime Rate and (c) for Fixed Rate Loans, at the Fixed Rate. Loans are secured by a first lien mortgage on certain convenience store units owned by United Refining Company of Pennsylvania.

Seasonal Factors

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

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

Inflation

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

24Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Company uses its Amended and Restated Revolving Credit Facility to finance a portion of its operations. This on-balance sheet financial instrument, to the extent it provides for variable rates, exposes the Company to interest rate risk resulting from changes in the Agent Bank’s Prime rate, the Federal Funds or LIBOR rate. As of January 14, 2016, there were no outstanding borrowings under the Amended and Restated Revolving Credit Facility.

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

Item 4.

Controls and Procedures.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of November 30, 2015. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of November 30, 2015, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

There have not been any changes in the Company’s internal controls over financial reporting that occurred during the Company’s fiscal quarter ended November 30, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

~~ITEM~~Part 3.II ~~QUANTITATIVE~~OTHER ~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~INFORMATION

~~The~~Item ~~Company uses its revolving credit facility to finance a portion of its operations~~1. AsLegal ~~of July 15, 2009, there was $6~~Proceedings.0 million outstanding under the revolving line of credit. These on-balance sheet financial instruments, to the extent they provide for variable rates, expose the Company to interest rate risk resulting from changes in the PNC Prime rate, the Federal Funds or LIBOR rate.

The Company has exposure to price fluctuations of crude oil and refined products. The Company does not manage the price risk related to all of its inventories of crude oil and refined products with a permanent formal hedging program, but does manage its risk exposures by managing inventory levels. The Company had no open future positions at May 31, 2009.

See also Recent Developments section of Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.

ITEM 4. CONTROLS AND PROCEDURES.

Our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Internal control over financial reporting is promulgated under the Exchange Act as a process designed by, or under the supervision of, our CEO and CFO and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

• Provide reasonable assurance that transaction are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition or disposition of our assets that could have a material effect on the financial statements.

Readers are cautioned that internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Therefore, even effective internal control over financial reporting can only provide reasonable assurance with respect to the financial statement preparation and presentation.

Based on an evaluation by management of the Company’s disclosure controls and procedures (as defined in Rules 13(a) – 15(e) and 15(d) – 15(e) of the Exchange Act), as of the end of the Company’s fiscal quarter ended May 31, 2009, (the “Evaluation Date”) the Company’s CEO and CFO (its principal executive officer and principal financial officer, respectively) have concluded that these controls and procedures are effective in providing reasonable assurance that information requiring disclosure is recorded, processed, summarized and reported with the timeframe specified by the SEC’s rules and forms.

There have not been any changes in the Company’s internal controls over financial reporting that occurred during the Company’s fiscal quarter ended May 31, 2009 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

~~ITEM~~Item 1A. ~~RISK~~Risk ~~FACTORS~~Factors.

There have been no material changes in our Risk Factors disclosed in the Form 10-K for the year ended August 31, ~~2008~~2015.

~~ITEM~~Item 2. ~~UNREGISTERED~~Unregistered ~~SALES~~Sales OFof ~~EQUITY~~Equity ~~SECURITIES~~Securities ~~AND~~and ~~USE~~Use OFof ~~PROCEEDS~~Proceeds.

None.

~~ITEM~~Item 3. ~~DEFAULTS~~Defaults ~~UPON~~Upon ~~SENIOR~~Senior ~~SECURITIES~~Securities.

None.

~~ITEM~~Item 4. ~~SUBMISSION~~Mine OFSafety ~~MATTERS TO A VOTE OF SECURITY HOLDERS~~Disclosures.

Not applicable.

Item 5.

Other Information.

None.

~~ITEM~~Item 56. ~~OTHER INFORMATION~~Exhibits.

None.



Exhibit 10.1*		Amended, Restated and Consolidated Revolving Credit, Term Loan and Security Agreement (“Credit Agreement”)

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

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

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

Exhibit 101		Interactive XBRL Data

~~ITEM~~* 6.Filed ~~EXHIBITS.~~herewith

Exhibit 31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~July~~ January 1514, ~~2009~~2016

UNITED REFINING COMPANY

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

2723

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~July~~January 1514, ~~2009~~2016

KIANTONE PIPELINE CORPORATION

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

2824

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~July~~January 1514, ~~2009~~2016

~~KIANTONE~~UNITED ~~PIPELINE~~REFINING COMPANY OF PENNSYLVANIA (Registrant) /s/ Myron L. Turfitt Myron L. Turfitt President /s/ James E. Murphy James E. Murphy Chief Financial Officer

2925

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~July~~January 1514, ~~2009~~2016

~~UNITED~~KIANTONE ~~REFINING~~PIPELINE COMPANY ~~OF PENNSYLVANIA~~ (Registrant) /s/ Myron L. Turfitt Myron L. Turfitt President /s/ James E. Murphy James E. Murphy Chief Financial Officer

3026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~July~~January 1514, ~~2009~~2016

UNITED JET CENTER, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

3127

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~July~~January 1514, ~~2009~~2016

KWIK-FILL CORPORATION

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

3228

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~July 15~~January 14, ~~2009~~2016

INDEPENDENT GASOLINE AND OIL

COMPANY OF ROCHESTER, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

3329

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~July~~January 1514, ~~2009~~2016

BELL OIL CORP.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

3430

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~July~~January 1514, ~~2009~~2016

PPC, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

3531

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~July~~January 1514, ~~2009~~2016

SUPER TEST PETROLEUM, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

3632

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~July~~January 1514, ~~2009~~2016

KWIK-FIL, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

3733

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~July~~January 1514, ~~2009~~2016

VULCAN ASPHALT REFINING CORPORATION

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

3834

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~July~~January 1514, ~~2009~~2016

COUNTRY FAIR, INC. (Registrant) /s/ Myron L. Turfitt Myron L. Turfitt President and Chief Operating Officer /s/ James E. Murphy James E. Murphy Vice President – Finance

3935

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Filing Compare · BELL OIL CORP