8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1, 2016

WESTERN REFINING LOGISTICS, LP

(Exact name of Registrant as specified in its charter)

Delaware	001-36114	46-3205923
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

123 West Mills Ave., Suite 200

El Paso, Texas 79901

(Address of principal executive offices)

(915) 534-1400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On November 1, 2016, Western Refining Logistics, LP (“WNRL”) issued a press release announcing its results of operations for the third quarter ended September 30, 2016. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Current Report on Form 8-K (including the exhibit) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated November 1, 2016.

SIGNATURES

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

WESTERN REFINING LOGISTICS, LP
By: Western Refining Logistics GP, LLC, its general partner
By:	/s/ Karen B. Davis
Name:	Karen B. Davis
Title:	Executive Vice President and Chief Financial Officer

Dated: November 1, 2016

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated November 1, 2016.

EX-99.1

FOR IMMEDIATE RELEASE		Exhibit 99.1
Investor and Analyst Contact:	Retail Investors Contact:	Media Contact:
Michelle Clemente	Alpha IR Group	Gary W. Hanson
(602) 286-1533	Dylan Schweitzer	(602) 286-1777
	Chris Hodges
Jeffrey S. Beyersdorfer	(312) 445-2870
(602) 286-1530	WNRL@alpha-ir.com

WESTERN REFINING LOGISTICS, LP

REPORTS THIRD QUARTER 2016 RESULTS

• Net income attributable to limited partners, $14.0 million; Distributable cash flow of $24.7 million

• Increased quarterly distribution to $0.4225 per unit; 11th consecutive increase since IPO

• Completed purchase of St. Paul Park refinery logistics assets for $210 million

• Completed $193 million equity offering; increased revolver to $500 million

EL PASO, Texas - November 1, 2016 - Western Refining Logistics, LP (NYSE: WNRL) today reported third quarter 2016 net income attributable to limited partners of $14.0 million, or $0.23 per common limited partner unit, which compares to $16.5 million and $0.35, respectively, in the third quarter of 2015. Third quarter 2016 EBITDA was $29.1 million and distributable cash flow was $24.7 million; this compares to $27.7 million and $18.6 million, respectively, for the third quarter of 2015.

"During the quarter, we acquired St. Paul Park refinery storage and terminalling assets, which expands our geographical diversity," said Jeff Stevens, President and Chief Executive Officer of WNRL's general partner. "We successfully completed an equity offering to fund the acquisition and expanded our revolver to $500 million to position us for further growth. We believe we have sufficient liquidity to fund our business plan for the foreseeable future.

"WNRL delivered good results for the quarter, demonstrating the locational advantage of our asset base in the Delaware Basin.We've completed pipeline connections to new production, which will help increase our pipeline and gathering volumes. This not only benefits WNRL, but our sponsor Western Refining also benefits from increased volumes of high quality, advantaged crude oil," continued Stevens.

On October 24, 2016, the board of directors declared a quarterly cash distribution for the third quarter 2016 of $0.4225 per unit, or $1.69 per unit, on an annualized basis. This distribution represents a 15% compound annual growth rate since WNRL's October 2013 initial public offering.

Stevens concluded, “Delaware Basin rig activity and crude oil production growth estimates continue to be encouraging. We believe we are well-positioned to increase EBITDA and distributions as crude oil production increases. Additionally, WNRL will benefit from the geographic diversification and growth potential as a result of the St. Paul Park logistics assets acquisition. We continue to be excited about the strategic locations of our assets and the growth potential of WNRL.”

Conference Call Information

On Tuesday, November 1, 2016, at 4:00 p.m. ET, WNRL will hold a webcast and conference call to discuss the reported results and provide an update on partnership operations. The webcast can be accessed at Western Refining Logistics, LP's website, www.wnrl.com. The call can also be heard by dialing (844) 831-3028 or (315) 625-6887, pass code: 83728384. The audio replay will be available two hours after the end of the call through November 15, 2016 by dialing (855) 859-2056 or (404) 537-3406, pass code: 83728384.

About Western Refining Logistics, LP

Western Refining Logistics, LP is principally a fee-based, growth-oriented master limited partnership formed by Western Refining, Inc. (NYSE: WNR) to own, operate, develop and acquire terminals, storage tanks, pipelines and other logistics assets related to the terminalling, transportation and storage of crude oil and refined products. Headquartered in El Paso, Texas, Western Refining Logistics, LP's assets include approximately 692 miles of pipelines, approximately 12.4 million barrels of active storage capacity, distribution of wholesale petroleum products and crude oil trucking.

More information about Western Refining Logistics, LP is available at www.wnrl.com.

Non-GAAP Financial Measures

In addition to our financial information presented in accordance with U.S. generally accepted accounting principles (GAAP), management utilizes non-GAAP measures to facilitate comparisons of past performance. This press release and supporting schedules include the non-GAAP measures Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and Distributable Cash Flow. We believe certain investors and financial analysts use EBITDA and Distributable Cash Flow to evaluate WNRL’s financial performance between periods and to compare WNRL's performance to certain competitors. We believe certain investors and financial analysts use Distributable Cash Flow to determine the amount of cash available for distribution to our unitholders. These additional financial measures are reconciled from the most directly comparable measures as reported in accordance with GAAP and should be viewed in addition to, and not in lieu of, financial information that we report in accordance with GAAP.

Cautionary Statement on Forward-Looking Statements

This press release contains forward-looking statements. The forward-looking statements reflect WNRL’s current expectation regarding future events, results or outcomes. The forward-looking statements contained herein include statements related to, among other things: WNRL’s positioning for continued growth; WNRL’s ability to fund its business plan in the future; the locational advantage of WNRL’s assets in the Delaware Basin; the ability of WNRL’s new pipeline connections to increase its pipeline and gathering volumes; growing rig activity and crude oil production in the Delaware Basin and WNRL's ability to increase EBITDA and distributions as crude oil production increases; and WNRL’s ability to benefit from the St. Paul Park logistics assets acquisition. These statements are subject to the general risks inherent in WNRL’s business. These expectations may or may not be realized and some of these expectations may be based upon assumptions or judgments that prove to be incorrect. In addition, WNRL’s business and operations involve numerous risks and uncertainties, many of which are beyond its control, which could result in WNRL’s expectations not being realized, or otherwise materially affect WNRL’s financial condition, results of operations, and cash flows. Additional information relating to the uncertainties affecting WNRL’s business is contained in its filings with the Securities and Exchange Commission to which you are referred. The forward-looking statements are only as of the date made. Except as required by law, WNRL does not undertake any obligation to (and expressly disclaims any obligation to) update any forward-looking statements to reflect events or circumstances after the date such statements were made, or to reflect the occurrence of unanticipated events.

Results of Operations

The following tables set forth WNRL's summary historical financial and operating data for the periods indicated below:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
	(Unaudited)
	(In thousands, except per unit data)
Revenues:
Fee based:
Affiliate	$	51,749		$	58,111		$	157,642		$	151,054
Third-party	814			787			2,181			2,089
Sales based:
Affiliate	131,405			158,848			355,459			456,195
Third-party	385,293			462,924			1,100,620			1,414,632
Total revenues	569,261			680,670			1,615,902			2,023,970
Operating costs and expenses:
Cost of products sold:
Affiliate	128,792			156,388			347,811			449,087
Third-party	366,744			445,169			1,047,571			1,358,197
Operating and maintenance expenses	43,454			45,927			131,103			131,156
Selling, general and administrative expenses	6,483			5,812			17,854			18,517
Gain on disposal of assets, net	(62		)	(13		)	(963		)	(257		)
Depreciation and amortization	10,579			8,963			29,470			25,816
Total operating costs and expenses	555,990			662,246			1,572,846			1,982,516
Operating income	13,271			18,424			43,056			41,454
Other income (expense):
Interest and debt expense	(6,148		)	(6,204		)	(19,614		)	(16,416		)
Other, net	17			16			(87		)	51
Net income before income taxes	7,140			12,236			23,355			25,089
Provision for income taxes	(282		)	(3		)	(760		)	(354		)
Net income	6,858			12,233			22,595			24,735
Less net loss attributable to General Partner	(7,165		)	(4,260		)	(23,309		)	(22,996		)
Net income attributable to limited partners	$	14,023		$	16,493		$	45,904		$	47,731
Net income per limited partner unit:
Common - basic	$	0.23		$	0.35		$	0.83		$	1.01
Common - diluted	0.23			0.35			0.83			1.01
Subordinated - basic and diluted	0.25			0.35			0.89			1.01
Weighted average limited partner units outstanding:
Common - basic	30,884			24,017			27,260			24,006
Common - diluted	30,901			24,024			27,274			24,024
Subordinated - basic and diluted	22,811			22,811			22,811			22,811

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
	(Unaudited)
	(In thousands)
Cash Flow Data
Net cash provided by (used in):
Operating activities	$	33,293		$	17,253		$	80,709		$	53,410
Investing activities	(8,502		)	(11,395		)	(23,613		)	(53,255		)
Financing activities	(25,811		)	(13,036		)	(85,159		)	16,919
Capital expenditures	8,530			11,558			24,618			53,708
Other Data
EBITDA (1)	$	29,090		$	27,683		$	89,384		$	78,959
Distributable cash flow (1)	24,704			18,648			72,322			57,857
Balance Sheet Data (at end of period)
Cash and cash equivalents							$	16,542		$	71,372
Property, plant and equipment, net							422,006			426,093
Total assets							582,730			643,385
Total liabilities							478,287			434,940
Division equity							—			236,503
Partners' capital							104,443			(28,058		)
Total liabilities, division equity and partners' capital							582,730			643,385

(1) We define EBITDA as earnings before interest and debt expense, provision for income taxes and depreciation and amortization. We define Distributable Cash Flow as EBITDA plus the change in deferred revenues, less interest accruals, income taxes paid, maintenance capital expenditures and distributions declared on our TexNew Mex units. The GAAP performance measure most directly comparable to EBITDA is net income. The GAAP liquidity measure most directly comparable to EBITDA and distributable cash flow is net cash provided by operating activities. These non-GAAP financial measures should not be considered alternatives to GAAP net income or net cash provided by operating activities.

EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

• EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;

• EBITDA does not reflect changes in, or cash requirements for, our working capital needs; and

• EBITDA, as we calculate it, may differ from the EBITDA calculations of our affiliates or other companies in our industry, thereby limiting its usefulness as a comparative measure.

EBITDA and Distributable Cash Flow are used as supplemental financial measures by management and by external users of our financial statements, such as investors and commercial banks, to assess:

• our operating performance as compared to those of other companies in the midstream energy industry, without regard to financial methods, historical cost basis or capital structure;

• the ability of our assets to generate sufficient cash to make distributions to our unitholders;

• our ability to incur and service debt and fund capital expenditures; and

• the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

Distributable Cash Flow is a standard used by the investment community with respect to publicly traded partnerships because the value of a partnership unit is, in part, measured by its yield. Yield is based on the amount of cash distributions a partnership can pay to a unitholder. Although distributable cash flow is a liquidity measure, it is presented in this reconciliation to net income as supplemental information.

We believe that the presentation of these non-GAAP measures provides useful information to investors in assessing our financial condition and results of operations. These non-GAAP measures should not be considered as alternatives to net income or any other measure of financial performance presented in accordance with GAAP. EBITDA excludes some, but not all, items that affect net income attributable to limited partners. These non-GAAP measures may vary from those of other companies. As a result, EBITDA and Distributable Cash Flow as presented herein may not be comparable to similarly titled measures of other companies.

The calculation of EBITDA and Distributable Cash Flow includes the results of operations for the St. Paul Park Logistics Assets subsequent to the St. Paul Park Logistics Transaction and the TexNew Mex Pipeline System for the three and nine months endedSeptember 30, 2016. The results of operations for the St. Paul Park Logistics Assets and the TexNew Mex Pipeline System are excluded from the EBITDA and Distributable Cash Flow calculations for the comparable periods in the prior year because a retrospective adjustment of these performance measures is not a representative measure of performance results.

The following table reconciles net income attributable to limited partners to EBITDA for the periods presented and Distributable Cash Flow for the three and nine months endedSeptember 30, 2016 and 2015, respectively.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
	(Unaudited)
	(In thousands)
Net income attributable to limited partners	$	14,023		$	16,493		$	45,904		$	47,731
Interest and debt expense	6,148			6,204			19,614			16,416
Provision for income taxes	282			3			760			354
Depreciation and amortization	8,637			4,983			23,106			14,458
EBITDA	29,090			27,683			89,384			78,959
Change in deferred revenues	4,460			(218		)	8,138			2,229
Interest accruals	(6,377		)	(5,858		)	(19,158		)	(15,491		)
Income taxes paid	(150		)	(156		)	(244		)	(737		)
Maintenance capital expenditures	(2,319		)	(2,803		)	(5,798		)	(7,885		)
Other	—			—			—			782
Distributable cash flow	$	24,704		$	18,648		$	72,322		$	57,857

Logistics Segment

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2016			2015		2016			2015
	(Unaudited)
	(In thousands, except key operating statistics)
Statement of Operations Data:
Fee based revenues:
Affiliate	$	42,319		$	46,669	$	126,288		$	117,723
Third-party	814			787		2,181			2,089
Total revenues	43,133			47,456		128,469			119,812
Operating costs and expenses:
Operating and maintenance expenses	25,241			26,063		75,732			73,621
General and administrative expenses	629			303		2,000			2,168
Loss (gain) on disposal of assets, net	(12		)	124		(17		)	124
Depreciation and amortization	8,581			7,817		25,083			22,486
Total operating costs and expenses	34,439			34,307		102,798			98,399
Operating income	$	8,694		$	13,149	$	25,671		$	21,413
Key Operating Statistics:
Pipeline and gathering (bpd):
Mainline movements (1):
Permian/Delaware Basin system	49,709			56,745		51,709			45,784
Four Corners system	53,070			66,602		54,523			54,719
TexNew Mex system	7,504			14,834		10,132			6,131
Gathering (truck offloading):
Permian/Delaware Basin system	15,514			25,961		17,948			24,207
Four Corners system	9,577			16,487		11,151			13,387
Pipeline Gathering and Injection system:
Permian/Delaware Basin system	15,229			8,458		11,486			5,353
Four Corners system	21,776			28,841		24,470			23,859
TexNew Mex system	1,669			—		674			—
Tank storage capacity (bbls) (2)	959,087			651,545		877,899			630,761
Terminalling, transportation and storage:
Shipments into and out of storage (bpd) (includes asphalt)	416,761			408,787		399,415			396,506
Terminal storage capacity (bbls) (2)	8,082,734			7,420,754		7,619,637			7,464,236

(1) Some barrels of crude oil in route to Western's Gallup refinery and Permian/Delaware Basin are transported on more than one of our mainlines. Mainline movements for the Four Corners and Delaware Basin systems include each barrel transported on each mainline. During the second quarter of 2015, we began shipping crude oil from the Four Corners system, through the TexNew Mex Pipeline System, to the Permian/Delaware system.

(2) Storage shell capacities represent weighted-average capacities for the periods indicated.

Wholesale Segment

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
	(Unaudited)
	(In thousands, except key operating stats)
Statement of Operations Data:
Fee based revenues (1):
Affiliate	$	9,430		$	11,442		$	31,354		$	33,331
Sales based revenues (1):
Affiliate	131,405			158,848			355,459			456,195
Third-party	385,293			462,924			1,100,620			1,414,632
Total revenues	526,128			633,214			1,487,433			1,904,158
Operating costs and expenses:
Cost of products sold:
Affiliate	128,792			156,388			347,811			449,087
Third-party	366,744			445,169			1,047,571			1,358,197
Operating and maintenance expenses	18,213			19,864			55,371			57,535
Selling, general and administrative expenses	2,065			2,269			6,123			6,715
Gain on disposal of assets, net	(50		)	(137		)	(946		)	(381		)
Depreciation and amortization	1,998			1,146			4,387			3,330
Total operating costs and expenses	517,762			624,699			1,460,317			1,874,483
Operating income	$	8,366		$	8,515		$	27,116		$	29,675
Key Operating Statistics:
Fuel gallons sold (in thousands)	313,600			305,566			940,029			919,808
Fuel gallons sold to retail (included in fuel gallons sold above) (in thousands)	87,131			81,538			250,693			235,824
Fuel margin per gallon (2)	$	0.030		$	0.029		$	0.028		$	0.031
Lubricant gallons sold (in thousands)	1,355			2,998			5,402			8,969
Lubricant margin per gallon (3)	$	1.05		$	0.70		$	0.85		$	0.71
Asphalt trucking volume (bpd)	5,620			—			4,461			—
Crude oil trucking volume (bpd)	36,144			49,620			37,909			47,245
Average crude oil revenue per barrel	$	2.11		$	2.51		$	2.17		$	2.58

(1) All wholesale fee based revenues are generated through fees charged to Western's refining segment for truck transportation and delivery of crude oil and asphalt. Affiliate and third-party sales based revenues result from sales of refined products to Western and third-party customers at a delivered price that includes charges for product transportation.

(2) Fuel margin per gallon is a measurement calculated by dividing the difference between fuel sales, net of transportation charges, and cost of fuel sales for our wholesale business by the number of gallons sold. Fuel margin per gallon is a measure frequently used in the petroleum products wholesale industry to measure operating results related to fuel sales.

(3) Lubricant margin per gallon is a measurement calculated by dividing the difference between lubricant sales, net of transportation charges, and lubricant cost of products sold by the number of gallons sold. Lubricant margin is a measure frequently used in the petroleum products wholesale industry to measure operating results related to lubricant sales.